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Ford Motor Company

2022

2022 Annual Report


Annual
Report

Ford Motor Company


One American Road
Dearborn, MI 48126

www.corporate.ford.com

Printed in U.S.A. Please recycle.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

☑ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2022
or
☐ 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 F 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

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☑

Indicate by check mark whether 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 ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
a smaller reporting company, or emerging growth company. See the 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 has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

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

As of June 30, 2022, Ford had outstanding 3,949,385,442 shares of Common Stock and 70,852,076 shares of
Class B Stock. Based on the New York Stock Exchange Composite Transaction closing price of the Common Stock on
that date ($11.13 per share), the aggregate market value of such Common Stock was $43,956,659,969. Although there is
no quoted market for our Class B Stock, shares of Class B Stock may be converted at any time into an equal number of
shares of Common Stock for the purpose of effecting the sale or other disposition of such shares of Common Stock. The
shares of Common Stock and Class B Stock outstanding at June 30, 2022 included shares owned by persons who may
be deemed to be “affiliates” of Ford. We do not believe, however, that any such person should be considered to be an
affiliate. For information concerning ownership of outstanding Common Stock and Class B Stock, see the Proxy
Statement for Ford’s Annual Meeting of Stockholders currently scheduled to be held on May 11, 2023 (our “Proxy
Statement”), which is incorporated by reference under various Items of this Report as indicated below.

As of January 30, 2023, Ford had outstanding 3,915,329,785 shares of Common Stock and 70,852,076 shares of
Class B Stock. Based on the New York Stock Exchange Composite Transaction closing price of the Common Stock on
that date ($12.89 per share), the aggregate market value of such Common Stock was $50,468,600,929.

DOCUMENTS INCORPORATED BY REFERENCE


Document
Proxy Statement* Part III (Items 10, 11, 12, 13, and 14)
Where Incorporated
__________
* As stated under various Items of this Report, only certain specified portions of such document are incorporated by
reference in this Report.

Exhibit Index begins on page 99

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FORD MOTOR COMPANY
ANNUAL REPORT ON FORM 10-K
For the Year Ended December 31, 2022
Table of Contents Page
Part I
Item 1 Business 1
Overview 2
Automotive Segment 2
Mobility Segment 5
Ford Credit Segment 6
Corporate Other 7
Interest on Debt 7
Governmental Standards 7
Human Capital Resources 13
Item 1A Risk Factors 16
Item 1B Unresolved Staff Comments 27
Item 2 Properties 28
Item 3 Legal Proceedings 29
Item 4 Mine Safety Disclosures 31
Item 4A Executive Officers of Ford 32
Part II
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of 33
Equity Securities
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 35
Key Trends and Economic Factors Affecting Ford and the Automotive Industry 35
Results of Operations - 2022 38
Automotive Segment 40
Mobility Segment 46
Ford Credit Segment 47
Corporate Other 49
Interest on Debt 49
Taxes 50
Results of Operations - 2021 51
Automotive Segment 53
Mobility Segment 58
Ford Credit Segment 58
Corporate Other 59
Interest on Debt 59
Taxes 59
Liquidity and Capital Resources 60
Credit Ratings 72
Outlook 73
Cautionary Note on Forward-Looking Statements 74
Non-GAAP Financial Measures That Supplement GAAP Measures 76
Non-GAAP Financial Measure Reconciliations 78
2022 Supplemental Financial Information 80
Critical Accounting Estimates 84
Accounting Standards Issued But Not Yet Adopted 92

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Table of Contents
(continued)
Item 7A Quantitative and Qualitative Disclosures About Market Risk 93
Item 8 Financial Statements and Supplementary Data 96
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 96
Item 9A Controls and Procedures 97
Item 9B Other Information 97
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 97
Part III
Item 10 Directors, Executive Officers of Ford, and Corporate Governance 98
Item 11 Executive Compensation 98
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 98
Matters
Item 13 Certain Relationships and Related Transactions, and Director Independence 98
Item 14 Principal Accounting Fees and Services 98
Part IV
Item 15 Exhibits and Financial Statement Schedules 99
Item 16 Form 10-K Summary 103
Signatures 104
Ford Motor Company and Subsidiaries Financial Statements
Report of Independent Registered Public Accounting Firm 106
Consolidated Statements of Cash Flows 109
Consolidated Income Statements 110
Consolidated Statements of Comprehensive Income 110
Consolidated Balance Sheets 111
Consolidated Statements of Equity 112
Notes to the Financial Statements 113
Schedule II — Valuation and Qualifying Accounts 179

ii

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PART I.
ITEM 1. Business.

Ford Motor Company was incorporated in Delaware in 1919. We acquired the business of a Michigan company, also
known as Ford Motor Company, which had been incorporated in 1903 to produce and sell automobiles designed and
engineered by Henry Ford. We are a global company based in Dearborn, Michigan. With about 173,000 employees
worldwide, the Company is committed to helping build a better world, where every person is free to move and pursue their
dreams. The Company’s Ford+ plan for growth and value creation combines existing strengths, new capabilities, and
always-on relationships with customers to enrich experiences for customers and deepen their loyalty. Ford develops and
delivers innovative, must-have Ford trucks, sport utility vehicles, commercial vans and cars, and Lincoln luxury vehicles,
along with connected services. With our change in segments effective January 1, 2023, the Company does that through
three customer-centered business segments: Ford Blue, engineering iconic gas-powered and hybrid vehicles; Ford
Model e, inventing breakthrough electric vehicles (“EVs”) along with embedded software that defines always-on digital
experiences for all customers; and Ford Pro, helping commercial customers transform and expand their businesses with
vehicles and services tailored to their needs. Additionally, the Company is pursuing mobility solutions through Ford Next
(previously Mobility) and provides financial services through Ford Motor Credit Company LLC (“Ford Credit”).

In addition to the information about Ford and our subsidiaries contained in this Annual Report on Form 10-K for the
year ended December 31, 2022 (“2022 Form 10-K Report” or “Report”), extensive information about our Company can be
found at http://corporate.ford.com, including information about our management team, brands, products, services, and
corporate governance principles.

The corporate governance information on our website includes our Corporate Governance Principles, Code of Ethics
for Senior Financial Personnel, Code of Ethics for the Board of Directors, Code of Corporate Conduct for all employees,
and the Charters for each of the Committees of our Board of Directors. In addition, any amendments to our Code of
Ethics or waivers granted to our directors and executive officers will be posted on our corporate website. All of these
documents may be accessed by going to our corporate website, or may be obtained free of charge by writing to our
Shareholder Relations Department, Ford Motor Company, One American Road, P.O. Box 1899, Dearborn, Michigan
48126-1899.

Our recent periodic reports filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge at http://shareholder.ford.com.
This includes recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K,
as well as any amendments to those reports, and our Section 16 filings. We post each of these documents on our
website as soon as reasonably practicable after it is electronically filed with the SEC. Our reports filed with the SEC also
may be found on the SEC’s website at www.sec.gov.

Our Integrated Sustainability and Financial Report, which details our performance and progress toward our
sustainability and corporate responsibility goals, is available at http://sustainability.ford.com.

The foregoing information regarding our website and its content is for convenience only and not deemed to be
incorporated by reference into this Report nor filed with the SEC.

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Item 1. Business (Continued)

Item 1. Business (Continued)


OVERVIEW

OVERVIEW
On January 1, 2023, we implemented a new operating model and reporting structure. With this change, we will
analyze the results of our business through the following reportable segments: Ford Blue, Ford Model e, and Ford Pro
On January
(combined, 1, 2023,
replacing the we implemented
Automotive a newFord
segment); operating model and Mobility);
Next (previously reporting and
structure. With this
Ford Credit. Aschange,
a result we will
of the
analyze the results of our business through the following reportable segments: Ford Blue, Ford Model
change, beginning with our Quarterly Report on Form 10-Q for the quarter ending March 31, 2023, we will report our e, and Ford Pro
(combined, replacing the Automotive segment); Ford Next (previously Mobility); and Ford Credit. As a result
results in these five reportable segments. Company adjusted EBIT will include the financial results of these five reportable of the
change,
segments beginning with our
and Corporate Quarterly
Other, Report
and net incomeon Form 10-Q forthe
will comprise thefinancial
quarter ending
results March 31, reportable
of the five 2023, we will report our
segments and
results in these five reportable segments. Company adjusted
Corporate Other, as well as Interest on Debt, Special Items, and Taxes.EBIT will include the financial results of these five reportable
segments and Corporate Other, and net income will comprise the financial results of the five reportable segments and
Corporate
Below Other, as well asofInterest
is a description on Debt,segments
our reportable Special Items, and activities
and other Taxes. as of December 31, 2022.

Below is a description
AUTOMOTIVE SEGMENTof our reportable segments and other activities as of December 31, 2022.

AUTOMOTIVE SEGMENT
The Automotive segment primarily includes the sale of Ford and Lincoln vehicles, service parts, and accessories
worldwide, together with the associated costs to develop, manufacture, distribute, and service the vehicles, parts, and
The Automotive
accessories. segmentincludes
This segment primarily includesand
revenues the costs
sale ofrelated
Ford and Lincoln
to our vehicles,vehicle
electrification serviceprograms
parts, andand
accessories
enterprise
worldwide, together with the associated costs to develop, manufacture, distribute, and service the vehicles,
connectivity. The segment includes the following regional business units: North America, South America, Europe, parts, and
China
accessories. This segment includes revenues and costs
(including Taiwan), and the International Markets Group. related to our electrification vehicle programs and enterprise
connectivity. The segment includes the following regional business units: North America, South America, Europe, China
(including
General Taiwan), and the International Markets Group.

General
Our vehicle brands are Ford and Lincoln. In 2022, we sold approximately 4,231,000 vehicles at wholesale throughout
the world. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Our vehicle
Operations” brands
(“Item 7”) forare Ford and Lincoln.
a discussion In 2022, we
of our calculation of sold approximately
wholesale 4,231,000 vehicles at wholesale throughout
unit volumes.
the world. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations” (“Itemall7”)
Substantially of for
ouravehicles,
discussion of our
parts, calculation
and of wholesale
accessories unit volumes.
are sold through distributors and dealers (collectively,
“dealerships”), the substantial majority of which are independently owned. At December 31, the approximate number of
Substantially
dealerships all of distributing
worldwide our vehicles, parts,
our andbrands
vehicle accessories
was asare sold through distributors and dealers (collectively,
follows:
“dealerships”), the substantial majority of which are independently owned. At December 31, the approximate number of
Brand 2021 2022
dealerships worldwide distributing our vehicle brands was as follows:
Ford 8,900 8,596
Brand 2021 2022
Ford-Lincoln (combined) 654 607
Ford 8,900 8,596
Lincoln 401 408
Ford-Lincoln (combined) 654 607
Total 9,955 9,611
Lincoln 401 408
Total 9,955 9,611
We do not depend on any single customer or a few customers to the extent that the loss of such customers would
have a material adverse effect on our business.
We do not depend on any single customer or a few customers to the extent that the loss of such customers would
haveInaaddition
materialtoadverse effect we
the products on our
sell business.
to our dealerships for retail sale, we also sell vehicles to our dealerships for sale to
fleet customers, including commercial fleet customers, daily rental car companies, and governments. We also sell parts
and In addition to primarily
accessories, the products wedealerships
to our sell to our dealerships for retail
(which, in turn, sale, products
sell these we also sell vehicles
to retail to our dealerships
customers) for sale to
and to authorized
fleet customers, including commercial fleet customers, daily rental car companies, and governments. We
parts distributors (which, in turn, primarily sell these products to retailers). We also offer extended service contracts.also sell parts
and accessories, primarily to our dealerships (which, in turn, sell these products to retail customers) and to authorized
partsThe
distributors
worldwide (which, in turn,industry
automotive primarily sell thesesignificantly
is affected products toby retailers). We also offer
general economic and extended service contracts.
political conditions over which we
have little control. Vehicles are durable goods, and consumers and businesses have latitude in determining whether and
when The worldwide
to replace an automotive industry
existing vehicle. Theis decision
affected whether
significantly by general
to purchase economic
a vehicle mayand
be political
affectedconditions over
significantly by which we
slowing
have little control. Vehicles are durable goods, and consumers and businesses have latitude in determining
economic growth, geopolitical events, and other factors (including the cost of purchasing and operating cars, trucks, and whether and
when to replace
utility vehicles anthe
and existing vehicle.
availability andThe
costdecision whether
of financing and to purchase
fuel). a vehicle
As a result, the may be affected
number of cars, significantly by slowing
trucks, and utility
economic growth, geopolitical events, and other factors (including the cost of purchasing and operating
vehicles sold may vary substantially from year to year. Further, the automotive industry is a highly competitive businesscars, trucks, and
utility vehicles and the availability and cost of financing and fuel). As a result, the number of
that has a wide and growing variety of product and service offerings from a growing number of manufacturers.cars, trucks, and utility
vehicles sold may vary substantially from year to year. Further, the automotive industry is a highly competitive business
that has a wide and growing variety of product and service offerings from a growing number of manufacturers.

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Item 1. Business (Continued)

ItemOur
1. Business
wholesale(Continued)
unit volumes vary with the level of total industry demand and our share of that industry demand. Our
wholesale unit volumes also are influenced by the level of dealer inventory, and our ability to maintain sufficient production
Our
levels to wholesale unit volumes
support desired vary with in
dealer inventory thethe
level
eventof total industry
of supplier demand and
disruptions our share
or other typesofofthat industry affecting
disruptions demand.our Our
wholesale unit volumes also are influenced by the level of dealer inventory, and our ability to maintain
production. Our share is influenced by how our products are perceived by customers in comparison to those offered by sufficient production
levels to support desired
other manufacturers based dealer inventory
on many in the
factors, event of
including supplier
price, disruptions
quality, or other types
styling, reliability, offuel
safety, disruptions affecting
efficiency, our
functionality,
production. Our share is influenced by how our products are perceived by customers in comparison
and reputation. Our share also is affected by the timing and frequency of new model introductions. Our ability to satisfy to those offered by
other manufacturers based on many factors, including price, quality, styling, reliability, safety, fuel
changing consumer and business preferences with respect to type or size of vehicle, as well as design and performance efficiency, functionality,
and reputation. affects
characteristics, Our share also isand
our sales affected by the
earnings timing and frequency of new model introductions. Our ability to satisfy
significantly.
changing consumer and business preferences with respect to type or size of vehicle, as well as design and performance
characteristics,
As with other affects our sales and
manufacturers, the earnings significantly.
profitability of our business is affected by many factors, including:

As
• with other manufacturers,
Wholesale unit volumes the profitability of our business is affected by many factors, including:
• Margin of profit on each vehicle sold - which, in turn, is affected by many factors, such as:
• Wholesale
◦ Market unit volumes
factors - volume and mix of vehicles and options sold, and net pricing (reflecting, among other factors,
• Margin of profit on each vehicle sold - which, in turn, is affected by many factors, such as:
incentive programs)
◦◦ Market
Costs offactors - volume
components andand
rawmix of vehicles
materials and options
necessary sold, and of
for production net pricing (reflecting, among other factors,
vehicles
incentive programs)
◦ Costs for customer warranty claims and additional service actions
◦◦ Costs
Costs offorcomponents and raw
safety, emissions, and materials necessary
fuel economy for production
technology of vehicles
and equipment
◦ Costs for customer warranty claims and additional service actions
• A high proportion of relatively fixed structural costs, so that small changes in wholesale unit volumes can
◦significantly
Costs foraffect
safety, emissions,
overall and fuel economy technology and equipment
profitability
• A high proportion of relatively fixed structural costs, so that small changes in wholesale unit volumes can
significantly
Although recent affect
supplyoverall profitability
disruptions have resulted in near-term upward pressure on new vehicle prices, our industry
has historically had a very competitive pricing environment, driven in part by excess capacity. For the past several
Although
decades, recent supply
manufacturers disruptions
typically have resulted
have offered in near-term
price discounts and upward pressureincentives
other marketing on new vehicle prices,
to provide our for
value industry
has historically
customers and had a very
maintain competitive
market pricing
share and environment,
production levels,driven
and wein part by excessto
are beginning capacity. For the that
see indications pastsome
several
of these
decades, manufacturers
actions will resume in 2023typically have offered
as industry priceand
production discounts and improve.
inventories other marketing incentives
The decline to provide
in value value
of foreign for
currencies in
customers
the past has and maintain
also market
contributed share andtoproduction
significantly levels,
competitive and we
pressures in are
manybeginning to see indications that some of these
of our markets.
actions will resume in 2023 as industry production and inventories improve. The decline in value of foreign currencies in
the past has alsoPosition.
Competitive contributed
Thesignificantly to competitive
worldwide automotive pressures
industry in many
consists of our
of many markets. with no single dominant
producers,
producer. Certain manufacturers, however, account for the major percentage of total sales within particular countries,
Competitive
especially Position. ofThe
their countries worldwide automotive industry consists of many producers, with no single dominant
origin.
producer. Certain manufacturers, however, account for the major percentage of total sales within particular countries,
especially their countries
Seasonality. We manageof origin.
our vehicle production schedule based on a number of factors, including retail sales
(i.e., units sold by our dealerships to their customers at retail) and dealer stock levels (i.e., the number of units held in
Seasonality.
inventory We managefor
by our dealerships our vehicle
sale production
to their schedule
customers). based we
Historically, on ahave
number of factors,
experienced including
some retailfluctuation
seasonal sales in
(i.e.,
the business, with production in many markets tending to be higher in the first half of the year to meet demand held
units sold by our dealerships to their customers at retail) and dealer stock levels (i.e., the number of units in thein
inventory
spring andbysummer
our dealerships
(typically for
thesale to theirsales
strongest customers).
months of Historically,
the year). we have experienced
In recent years, due to some seasonal
COVID-19, thefluctuation in
the business, with production in many markets tending to be higher in the first half of the year
semiconductor shortage, and other supply constraints, production has been higher in the second half of the year. to meet demand in the
spring and summer (typically the strongest sales months of the year). In recent years, due to COVID-19, the
semiconductor shortage,
Backlog Orders. andthe
During other
pastsupply
year, constraints,
gross stock production has been
levels at dealers werehigher
lowerinthan
the normal
seconddue halflargely
of the year.
to the
semiconductor shortage and other supply constraints, and the amount of time required to fill orders for certain vehicles
Backlog Orders. During the past year, gross stock levels at dealers were lower than normal due largely to the
increased.
semiconductor shortage and other supply constraints, and the amount of time required to fill orders for certain vehicles
increased.
Raw Materials. We purchase a wide variety of raw materials from numerous suppliers around the world for use in the
production of, and development of technologies in, our vehicles. These materials include base metals (e.g., steel and
preciousWe
Raw Materials.
aluminum), purchase
metals a wide variety
(e.g., palladium), of raw
energy materials
(e.g., naturalfrom numerous
gas), suppliers around
and plastics/resins the world for use
(e.g., polypropylene). Asinwe
the
production of, and development of technologies in, our vehicles. These materials include base metals
transition to a greater mix of electric vehicles, we expect to increase our reliance on lithium, cobalt, nickel, graphite, and(e.g., steel and
aluminum),
manganese,precious
among othermetals (e.g., palladium),
materials, energy
for batteries. We(e.g., natural
expect gas),
to have and plastics/resins
adequate supplies or (e.g.,
sourcespolypropylene). Asraw
of availability of we
transition necessary
materials to a greatertomix meetof electric vehicles,
our needs; however, we expect to increase
there always our reliance
are risks on lithium,with
and uncertainties cobalt, nickel,
respect graphite,
to the supplyandof
manganese,
raw materialsamong other
that could materials,
impact for batteries.
availability We expect
in sufficient to have
quantities adequate
and at supplies
cost effective or sources
prices to meet of availability
our needs. Seeof raw
materials
“Item necessary
1A. Risk Factors”to meet our needs; of
for a discussion however,
the risksthere always with
associated are risks and uncertainties
a shortage of components with or
respect to the supply
raw materials, of
supplier
raw materials
disruptions, andthat could impact
inflationary availability
pressures, the in sufficient
“Key Trendsquantities and atFactors
and Economic cost effective prices
Affecting Fordtoand
meettheour needs. See
Automotive
“Item 1A. section
Industry” Risk Factors”
of Itemfor a discussion
7 for a discussionof the risks associated
of supplier with
disruptions a shortage
caused of components
by a shortage of key or raw materials,
components, supplier
as well as
disruptions,and
commodity andenergy
inflationary
pricepressures,
changes, andthe “Key
“ItemTrends and Economic
7A. Quantitative Factors Affecting
and Qualitative Ford and
Disclosures abouttheMarket
Automotive
Risk” (“Item
Industry”
7A”) for asection
discussionof Item 7 for a discussion
of commodity of supplier disruptions caused by a shortage of key components, as well as
price risks.
commodity and energy price changes, and “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” (“Item
7A”) for a discussion of commodity price risks.

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Item 1. Business (Continued)

ItemIntellectual
1. Business (Continued)
Property. We own or hold licenses to use numerous patents, trade secrets, copyrights, and trademarks on
a global basis. We expect to continue building this portfolio as we actively pursue innovation in every part of our
Intellectual
business. Property.
We also We own or
own numerous hold licenses
trademarks and to use numerous
service marks that patents, trade
contribute to secrets, copyrights,
the identity and trademarks
and recognition of our on
a global basis. We expect to continue building this portfolio as we actively pursue innovation in every part
Company and its products and services globally. While our intellectual property rights in the aggregate are important to of our
business.
the operationWeofalso
each own
of numerous trademarks
our businesses, we do and service that
not believe marksourthat contribute
business wouldto the identity and
be materially recognition
affected by theofexpiration
our
Company and its products and services globally. While our intellectual property rights in the aggregate
of any particular intellectual property right or termination of any particular intellectual property agreement. are important to
the operation of each of our businesses, we do not believe that our business would be materially affected by the expiration
of any particular
Warranty intellectual
Coverage, property
Field Serviceright or termination
Actions, of anySatisfaction
and Customer particular intellectual
Actions. We property
provideagreement.
warranties on vehicles we
sell. Warranties are offered for specific periods of time and/or mileage, and vary depending upon the type of product and
Warranty Coverage,
the geographic location ofField Service
its sale. Actions,
Pursuant to and
theseCustomer Satisfaction
warranties, Actions.
we will repair, We provide
replace, warranties
or adjust parts on aonvehicle
vehicles
thatwe
sell. Warranties are offered for specific periods of time and/or mileage, and vary depending upon the type
are defective in factory-supplied materials or workmanship during the specified warranty period. In addition to the costs of product and
the geographic location of its sale. Pursuant to these warranties, we will repair, replace, or adjust parts on
associated with this warranty coverage provided on our vehicles, we also incur costs as a result of field service actions a vehicle that
are
(i.e.,defective in factory-supplied
safety recalls, emission recalls,materials or workmanship
and other during theand
product campaigns), specified warranty
for customer period. Inactions.
satisfaction addition to the costs
associated with this warranty coverage provided on our vehicles, we also incur costs as a result of field service actions
(i.e.,For
safety recalls,information
additional emission recalls, andwarranty
regarding other product campaigns),
and related costs, and for customer
see “Critical satisfaction
Accounting actions.
Estimates” in Item 7 and
Note 25 of the Notes to the Financial Statements.
For additional information regarding warranty and related costs, see “Critical Accounting Estimates” in Item 7 and
Note 25 of the Notes to the Financial Statements.
Wholesales

Wholesales
Wholesales consist primarily of vehicles sold to dealerships. For the majority of such sales, we recognize revenue
when we ship the vehicles to our dealerships from our manufacturing facilities. See Item 7 for additional discussion of
Wholesales
revenue consist
recognition primarily
practices. of vehiclesinsold
Wholesales eachto region
dealerships.
and in For the key
certain majority of such
markets sales,
within eachwe recognize
region duringrevenue
the past
when years
three we ship theas
were vehicles
follows:to our dealerships from our manufacturing facilities. See Item 7 for additional discussion of
revenue recognition practices. Wholesales in each region and in certain key markets within each region during the past
Wholesales (a)
three years were as follows:
(in thousands of units)
Wholesales (a)
2020 2021 2022
(in thousands of units)
United States 1,826 1,716 2,012
2020 2021 2022
Canada 210 233 258
United States 1,826 1,716 2,012
Mexico 34 40 42
Canada 210 233 258
North America 2,081 2,006 2,335
Mexico 34 40 42
Brazil 135 27 21
North America 2,081 2,006 2,335
Argentina 31 26 31
Brazil 135 27 21
South America 185 81 83
Argentina 31 26 31
United Kingdom 208 227 263
South America 185 81 83
Germany 211 152 182
United Kingdom 208 227 263
EU20 (b) 904 806 910
Germany 211 152 182
Türkiye 102 72 85
EU20 (b) 904 806 910
Europe 1,020 891 1,014
Türkiye 102 72 85
China (c) 617 649 495
Europe 1,020 891 1,014
Australia 57 70 71
China (c) 617 649 495
India 46 34 —
Australia 57 70 71
ASEAN (d) 67 75 102
India 46 34 —
Russia 14 22 3
ASEAN (d) 67 75 102
International Markets Group 284 315 304
Russia 14 22 3
Total Company 4,187 3,942 4,231
International Markets Group 284 315 304
__________
(a) Total Company
Wholesale unit volumes include sales of medium and heavy trucks. Wholesale unit volumes also include 4,187 3,942badged units 4,231
all Ford and Lincoln
(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
(a) manufacturers, units distributed
Wholesale unit volumes include by Ford
sales of for other and
medium manufacturers,
heavy trucks. local brand units
Wholesale unitproduced
volumes by ourinclude
also unconsolidated Chinese
all Ford and Lincoln joint venture
badged Jiangling
units
Motors
(whetherCorporation,
produced by Ltd.
Ford(“JMC”)
or by that are sold to dealerships
an unconsolidated or others,
affiliate) that andtofrom
are sold the second
dealerships quarterunits
or others, of 2021, Ford badged
manufactured vehicles
by Ford that produced
are sold toinother
Taiwan by Lio Ho
manufacturers, Group.
units Vehicles
distributed by sold
Fordtofordaily
otherrental car companies
manufacturers, localthat areunits
brand subject to a guaranteed
produced repurchase option
by our unconsolidated (i.e.,joint
Chinese rental repurchase),
venture Jianglingas
well as other
Motors sales ofLtd.
Corporation, finished vehicles
(“JMC”) forsold
that are which
to the recognition
dealerships of revenue
or others, and is deferred
from (e.g., consignments),
the second quarter of 2021,alsoFordare included
badged in wholesale
vehicles producedunit
in
volumes.
Taiwan by Revenue from certain
Lio Ho Group. vehicles
Vehicles sold toindaily
wholesale unitcompanies
rental car volumes (specifically, Ford to
that are subject badged vehiclesrepurchase
a guaranteed produced and distributed
option by our
(i.e., rental repurchase), as
unconsolidated affiliates,
well as other sales as well
of finished as JMC
vehicles forbrand
whichvehicles) are notof
the recognition included
revenueinisour revenue.
deferred (e.g., consignments), also are included in wholesale unit
(b) EU20 markets
volumes. are United
Revenue Kingdom,
from certain Germany,
vehicles France, unit
in wholesale Italy,volumes
Spain, Austria, Belgium,
(specifically, FordCzech
badged Republic,
vehiclesDenmark,
produced Finland, Greece,byHungary,
and distributed our Ireland,
the Netherlands,affiliates,
unconsolidated Norway,as Poland,
well asPortugal,
JMC brandRomania, Sweden,
vehicles) are notand Switzerland.
included in our revenue.
(c)
(b) China includes are
EU20 markets Taiwan.
United Kingdom, Germany, France, Italy, Spain, Austria, Belgium, Czech Republic, Denmark, Finland, Greece, Hungary, Ireland,
(d) ASEAN includes Norway,
the Netherlands, Philippines, Thailand,
Poland, and Vietnam.
Portugal, Romania, Sweden, and Switzerland.
(c) China includes Taiwan.
(d) ASEAN includes Philippines, Thailand, and Vietnam.

191177_Ford_2022_AR_1OK_R1.indd 8 2/6/23 1:35 PM


Item 1. Business (Continued)

Item 1.Sales,
Retail Business (Continued)
Industry Volume, and Market Share

Retail Sales,
Retail Industry
sales, Volume,
industry volume,and
andMarket
marketShare
share in each region and in certain key markets within each region during
the past three years were as follows:
Retail sales, industry volume, and market share in each region and in certain key markets within each region during
Retail Sales (a) Industry Volume (b) Market Share (c)
the past three years were as follows:
(in millions of units) (in millions of units) (as a percentage)
Retail Sales (a) Industry Volume (b) Market Share (c)
2020 2021 2022 2020 2021 2022 2020 2021 2022
(in millions of units) (in millions of units) (as a percentage)
United States 2.0 1.9 1.9 14.9 15.4 14.2 13.7 % 12.4 % 13.1 %
2020 2021 2022 2020 2021 2022 2020 2021 2022
Canada 0.2 0.2 0.2 1.6 1.7 1.6 15.1 14.3 15.2
United States 2.0 1.9 1.9 14.9 15.4 14.2 13.7 % 12.4 % 13.1 %
Mexico — — — 1.0 1.0 1.1 4.0 4.0 3.8
Canada 0.2 0.2 0.2 1.6 1.7 1.6 15.1 14.3 15.2
North America 2.3 2.2 2.2 17.6 18.4 17.3 13.2 12.0 12.5
Mexico — — — 1.0 1.0 1.1 4.0 4.0 3.8
Brazil 0.1 — — 2.1 2.1 2.1 6.8 1.7 1.7
North America 2.3 2.2 2.2 17.6 18.4 17.3 13.2 12.0 12.5
Argentina — — — 0.3 0.4 0.4 9.7 7.9 7.0
Brazil 0.1 — — 2.1 2.1 2.1 6.8 1.7 1.7
South America 0.2 0.1 0.1 3.1 3.6 3.7 6.2 2.6 2.1
Argentina — — — 0.3 0.4 0.4 9.7 7.9 7.0
United Kingdom 0.2 0.2 0.2 1.9 2.0 1.9 12.9 11.8 12.1
South America 0.2 0.1 0.1 3.1 3.6 3.7 6.2 2.6 2.1
Germany 0.2 0.2 0.2 3.3 3.0 3.0 7.4 5.7 5.7
United Kingdom 0.2 0.2 0.2 1.9 2.0 1.9 12.9 11.8 12.1
EU20 (d) 1.0 0.9 0.8 13.7 13.7 13.0 7.1 6.4 6.4
Germany 0.2 0.2 0.2 3.3 3.0 3.0 7.4 5.7 5.7
Türkiye 0.1 0.1 0.1 0.8 0.8 0.8 12.4 9.7 10.5
EU20 (d) 1.0 0.9 0.8 13.7 13.7 13.0 7.1 6.4 6.4
Europe 1.1 1.0 0.9 15.1 15.1 14.4 7.2 6.4 6.5
Türkiye 0.1 0.1 0.1 0.8 0.8 0.8 12.4 9.7 10.5
China (e) 0.6 0.6 0.5 25.2 26.3 23.9 2.4 2.4 2.1
Europe 1.1 1.0 0.9 15.1 15.1 14.4 7.2 6.4 6.5
Australia 0.1 0.1 0.1 0.9 1.1 1.1 6.5 6.8 6.2
China (e) 0.6 0.6 0.5 25.2 26.3 23.9 2.4 2.4 2.1
India 0.1 — — 2.8 3.5 4.1 1.7 1.0 —
Australia 0.1 0.1 0.1 0.9 1.1 1.1 6.5 6.8 6.2
ASEAN (f) 0.1 0.1 0.1 1.3 1.4 1.7 5.3 5.3 5.7
India 0.1 — — 2.8 3.5 4.1 1.7 1.0 —
Russia — — — 1.5 1.7 1.7 0.9 1.2 —
ASEAN (f) 0.1 0.1 0.1 1.3 1.4 1.7 5.3 5.3 5.7
International Markets Group 0.3 0.3 0.3 17.5 18.7 20.3 1.7 1.8 1.4
Russia — — — 1.5 1.7 1.7 0.9 1.2 —
Global / Total Company 4.5 4.2 4.0 78.5 82.1 79.6 5.8 % 5.1 % 5.0 %
International Markets Group 0.3 0.3 0.3 17.5 18.7 20.3 1.7 1.8 1.4
__________
(a) Global
Retail/sales
Total represents
Company primarily sales by dealers 4.5 and is based,
4.2 4.0
in part, 78.5vehicle registrations;
on estimated 82.1 79.6 5.8 % and heavy
includes medium 5.1 %trucks.5.0 %
(b) Industry volume is an internal estimate based on publicly available data collected from various government, private, and public sources around the
__________
(a) globe; includes
Retail sales mediumprimarily
represents and heavy trucks.
sales by dealers and is based, in part, on estimated vehicle registrations; includes medium and heavy trucks.
(c)
(b) Market
Industryshare
volumerepresents reported
is an internal retail based
estimate sales of
onour brands
publicly as a percent
available of total industry
data collected volume
from various in the relevant
government, market
private, andorpublic
region.
sources around the
(d) EU20
globe; markets
includesare Unitedand
medium Kingdom, Germany, France, Italy, Spain, Austria, Belgium, Czech Republic, Denmark, Finland, Greece, Hungary, Ireland,
heavy trucks.
(c) the Netherlands,
Market Norway,reported
share represents Poland, retail
Portugal,
salesRomania, Sweden,
of our brands as aand Switzerland.
percent of total industry volume in the relevant market or region.
(e)
(d) China includes are
EU20 markets Taiwan; China
United marketGermany,
Kingdom, share includes
France,Ford brand
Italy, and
Spain, JMC brand
Austria, vehicles
Belgium, Czechproduced
Republic,and sold by our
Denmark, unconsolidated
Finland, affiliates.
Greece, Hungary, Ireland,
(f) ASEAN includes Norway,
the Netherlands, Philippines, Thailand,
Poland, and Vietnam.
Portugal, Romania, Sweden, and Switzerland.
(e) China includes Taiwan; China market share includes Ford brand and JMC brand vehicles produced and sold by our unconsolidated affiliates.
(f)
U.S.ASEAN
Salesincludes
by Type Philippines, Thailand, and Vietnam.

U.S.The
Sales by Type
following table shows U.S. retail sales volume and U.S. wholesales segregated by truck, sport utility vehicle
(“SUV”), and car sales. U.S. retail sales volume reflects transactions with (i) retail and fleet customers (as reported by
The following
dealers), table shows
(ii) government, U.S.
and (iii) retail
Ford sales volumeU.S.
management. and wholesales
U.S. wholesales
reflectsegregated by truck, sport utility vehicle
sales to dealers.
(“SUV”), and car sales. U.S. retail sales volume reflects transactions with (i) retail and fleet customers (as reported by
U.S. Retail Sales U.S. Wholesales
dealers), (ii) government, and (iii) Ford management. U.S. wholesales reflect sales to dealers.
2021 2022 2021 2022
U.S. Retail Sales U.S. Wholesales
Trucks 1,011,198 955,543 942,472 1,051,900
2021 2022 2021 2022
SUVs 827,278 861,256 724,539 911,203
Trucks 1,011,198 955,543 942,472 1,051,900
Cars 67,479 47,665 49,470 49,242
SUVs 827,278 861,256 724,539 911,203
Total Vehicles 1,905,955 1,864,464 1,716,481 2,012,345
Cars 67,479 47,665 49,470 49,242
Total Vehicles 1,905,955 1,864,464 1,716,481 2,012,345
MOBILITY SEGMENT

MOBILITY SEGMENT
The Mobility segment primarily includes development costs for Ford’s autonomous vehicles and related businesses,
Ford’s equity ownership in Argo AI (a developer of autonomous driving systems), and other mobility businesses and
The Mobility
investments. Forsegment primarily
additional includes
information development
about costs
our investment in for Ford’s
Argo autonomous
AI, see Note 14 ofvehicles andtorelated
our Notes businesses,
the Financial
Ford’s equity
Statements. ownership in Argo AI (a developer of autonomous driving systems), and other mobility businesses and
investments. For additional information about our investment in Argo AI, see Note 14 of our Notes to the Financial
Statements.
Effective January 1, 2023, our Ford Next segment (formerly Mobility) primarily includes expenses and investments for
emerging business initiatives aimed at creating value for Ford in complementary market segments.
Effective January 1, 2023, our Ford Next segment (formerly Mobility) primarily includes expenses and investments for
emerging business initiatives aimed at creating value for Ford in complementary market segments.

191177_Ford_2022_AR_1OK_R1.indd 9 2/6/23 1:35 PM


Item 1. Business (Continued)

Item 1. CREDIT
FORD Business (Continued)
SEGMENT

FORDTheCREDIT SEGMENT
Ford Credit segment is comprised of the Ford Credit business on a consolidated basis, which is primarily vehicle-
related financing and leasing activities.
The Ford Credit segment is comprised of the Ford Credit business on a consolidated basis, which is primarily vehicle-
related
Fordfinancing and leasing
Credit offers activities.
a wide variety of automotive financing products to and through automotive dealers throughout the
world. The predominant share of Ford Credit’s business consists of financing our vehicles and supporting our
Ford Ford
dealers. CreditCredit
offersearns
a wide itsvariety
revenueof primarily
automotive financing
from products
payments made to and retail
under through automotive
installment saledealers throughout
and finance lease the
world. The predominant share of Ford Credit’s business consists of financing our vehicles and supporting
(retail financing) and operating lease contracts that it originates and purchases; interest rate supplements and other our
dealers. Ford Credit
support payments earns
from us andits revenue primarily
our affiliates; andfrom payments
payments mademade
under under retail
dealer installment
financing sale and finance lease
programs.
(retail financing) and operating lease contracts that it originates and purchases; interest rate supplements and other
support
As apayments from us
result of these and ouractivities,
financing affiliates;Ford
and Credit
payments
has made
a largeunder dealer
portfolio financing
of finance programs.and operating leases
receivables
which it classifies into two portfolios —“consumer” and “non-consumer.” Finance receivables and operating leases in the
As a result
consumer of these
portfolio financing
include productsactivities,
offered Ford Credit has
to individuals anda large portfolio
businesses of finance
that finance thereceivables andofoperating
acquisition leases
our vehicles from
which it classifies into two portfolios —“consumer” and “non-consumer.” Finance receivables
dealers for personal and commercial use. Retail financing includes retail installment sale contracts for new and used and operating leases in the
consumer
vehicles and portfolio
finance include
leasesproducts offered
(comprised to individuals
of sales-type and and businesses
direct that finance
financing leases) the vehicles
for new acquisition of ourand
to retail vehicles from
dealers for personal and commercial use. Retail financing includes retail installment sale contracts
commercial customers, including leasing companies, government entities, daily rental companies, and fleet customers. for new and used
vehicles and finance leases (comprised of sales-type and direct financing leases) for new
Finance receivables in the non-consumer portfolio include products offered to automotive dealers. Ford Credit makes vehicles to retail and
commercial
wholesale loans customers,
to dealersincluding leasing
to finance the companies,
purchase of government entities,
vehicle inventory, alsodaily
knownrental
ascompanies, and fleetas
floorplan financing, customers.
well as
Finance receivables in the non-consumer portfolio include products offered to automotive dealers.
loans to dealers to finance working capital and improvements to dealership facilities, finance the purchase of dealership Ford Credit makes
wholesale loans to dealers to finance the purchase of vehicle inventory, also known as floorplan
real estate, and finance other dealer vehicle programs. Ford Credit also purchases receivables generated by us and financing, as well as our
loans to dealers
affiliates, primarily to related
financetoworking capital
the sale andand
of parts improvements
accessoriesto todealership
dealers and facilities,
certain finance the purchase
used vehicles of dealership
from daily rental fleet
real estate, and
companies. Fordfinance
Creditother dealer vehicle
also provides programs.
financing to us forFord Credit
vehicles also
that wepurchases
lease to our receivables
employees. generated by us and our
affiliates, primarily related to the sale of parts and accessories to dealers and certain used vehicles from daily rental fleet
companies.
The majorityFordofCredit
Ford also provides
Credit’s financing
business to us
is in the for vehicles
United States andthatCanada.
we lease Outside
to our employees.
of the United States, Europe is
Ford Credit’s largest operation. Ford Credit’s European operations are managed primarily through its United Kingdom-
The
based majority ofFCE
subsidiary, FordBank
Credit’s businessWithin
plc (“FCE”). is in the UnitedFord
Europe, States and Canada.
Credit’s Outsideare
largest markets of the
the United
United States,
Kingdom Europe
and is
Ford Credit’s largest operation. Ford Credit’s European operations are managed primarily through its United Kingdom-
Germany.
based subsidiary, FCE Bank plc (“FCE”). Within Europe, Ford Credit’s largest markets are the United Kingdom and
Germany.
See Item 7 and Notes 10 and 12 of the Notes to the Financial Statements for a detailed discussion of Ford Credit’s
receivables, credit losses, allowance for credit losses, loss-to-receivables ratios, funding sources, and funding strategies.
SeeSee
ItemItem 7 and
7A for Notes 10 of
a discussion and
how12Ford
of theCredit
Notesmanages
to the Financial Statements
its financial for a detailed discussion of Ford Credit’s
market risks.
receivables, credit losses, allowance for credit losses, loss-to-receivables ratios, funding sources, and funding strategies.
SeeWe
Itemroutinely
7A for asponsor
discussion of how
special Ford
retail Credit manages
financing and leaseits financial to
incentives market risks.
dealers’ customers who choose to finance or
lease our vehicles from Ford Credit. In order to compensate Ford Credit for the lower interest or lease payments offered
We
to the routinely
retail sponsor
customer, special
we pay the retail financing
discounted and
value oflease incentives
the incentive to dealers’
directly to Fordcustomers whoit choose
Credit when to finance
originates or
the retail
lease our vehicles from Ford Credit. In order to compensate Ford Credit for the lower interest or lease
finance or lease contract with the dealer’s customer. These programs increase Ford Credit’s financing volume and payments offered
to the retail
share. See customer, we pay
Note 2 of the thetodiscounted
Notes value
the Financial of the incentive
Statements directly to
for information Fordour
about Credit when it for
accounting originates the retail
these programs.
finance or lease contract with the dealer’s customer. These programs increase Ford Credit’s financing volume and
share.
We See
haveNote 2 ofAmended
a Third the Notesand
to the Financial
Restated Statements
Relationship for information
Agreement aboutCredit,
with Ford our accounting
pursuant toforwhich,
these ifprograms.
Ford Credit’s
financial statement leverage for a calendar quarter were to be higher than 12.5:1 (as reported in its most recent periodic
We Ford
report), have Credit
a Thirdcould
Amended
requireandusRestated Relationship
to make or cause to be Agreement with Ford
made a capital Credit, pursuant
contribution to it in antoamount
which, sufficient
if Ford Credit’s
to
financial statement leverage for a calendar quarter were to be higher than 12.5:1 (as reported in its most
have caused such financial statement leverage to have been 12.5:1. No capital contributions have been made pursuant recent periodic
report), Ford Credit In
to this agreement. could require agreement
a separate us to makewith
or cause
FCE, to be made
Ford Credit ahas
capital contribution
agreed to itFCE’s
to maintain in an net
amount
worthsufficient
in excessto of
have caused such financial statement leverage to have been
$500 million. No payments have been made pursuant to that agreement. 12.5:1. No capital contributions have been made pursuant
to this agreement. In a separate agreement with FCE, Ford Credit has agreed to maintain FCE’s net worth in excess of
$500Ford
million. Nofiles
Credit payments
periodichave been
reports made
with pursuant
the SEC that to that agreement.
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
Ford
SEC’s Creditlocated
website files periodic reports with the SEC that contain additional information regarding Ford Credit. The reports
at www.sec.gov.
are available through Ford Credit’s website located at www.fordcredit.com/investor-center and can also be found on the
SEC’s
Thewebsite located
foregoing at www.sec.gov.
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 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.

191177_Ford_2022_AR_1OK_R1.indd 10 2/6/23 1:35 PM


Item 1. Business (Continued)

Item 1. Business
CORPORATE (Continued)
OTHER

CORPORATE OTHER
Corporate Other primarily includes corporate governance expenses, interest income (excluding interest earned on our
extended service contract portfolio that is included in our Automotive segment) and gains and losses from our cash, cash
Corporate
equivalents, andOther primarilysecurities
marketable includes (excluding
corporate governance expenses,
gains and losses interest income
on investments (excluding
in equity interest
securities), andearned
foreignon our
extended service contract portfolio that is included in our Automotive segment) and gains and
exchange derivatives gains and losses associated with intercompany lending. Corporate governance expenses losses from our cash,
are cash
equivalents, and marketable securities (excluding gains and losses on investments in equity securities), and foreign
primarily administrative, delivering benefit on behalf of the global enterprise, that are not allocated to operating segments.
exchange derivatives
These include expensesgains and losses
related associated
to setting with intercompany
and directing lending. Corporate
global policy, providing governance
oversight and expenses
stewardship, are
and promoting
primarily administrative,
the Company’s interests. 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.
Effective January 1, 2023, past service pension and other postretirement employee benefits (“OPEB”) income/
expense and related assets, previously reported in the Automotive segment, were realigned to Corporate Other.
Effective January 1, 2023, past service pension and other postretirement employee benefits (“OPEB”) income/
expense
INTERESTandONrelated
DEBTassets, previously reported in the Automotive segment, were realigned to Corporate Other.

INTEREST
Interest ON DEBT
on Debt consists of interest expense on Company debt excluding Ford Credit.

Interest on DebtSTANDARDS
GOVERNMENTAL consists of interest expense on Company debt excluding Ford Credit.

GOVERNMENTAL
Many governmental STANDARDS
standards and regulations relating to safety, fuel economy, emissions control, noise control,
vehicle recycling, substances of concern, vehicle damage, and theft prevention are applicable to new motor vehicles,
Manyand
engines, governmental
equipment.standards and
In addition, regulations relating
manufacturing to safety,
and other fuel economy,
automotive assemblyemissions control,
facilities are noise
subject control,
to stringent
vehicle recycling,
standards substances
regulating of concern,
air emissions, vehicle damage,
water discharges, andhandling
and the theft prevention are applicable
and disposal of hazardousto new motor vehicles,
substances. The most
engines, and
significant equipment.
of the standardsInand
addition, manufacturing
regulations affecting and other
us are automotive
discussed assembly facilities are subject to stringent
below:
standards regulating air emissions, water discharges, and the handling and disposal of hazardous substances. The most
significant
Vehicle of the standards
Emissions Controland regulations affecting us are discussed below:

Vehicle
U.S. Emissions
Requirements Control
- Federal and California Tailpipe Emission Standards. Both the U.S. Environmental Protection
Agency (“EPA”) and the California Air Resources Board (“CARB”) have established motor vehicle tailpipe and evaporative
U.S. Requirements
emissions standards that - Federal
becomeand Californiastringent
increasingly Tailpipe over
Emission Seventeen Both
time. Standards. statesthe U.S.adopted
have Environmental Protection
California’s light-duty
Agency
standards, four states have adopted California’s heavy-duty standards, and other states are expected to join. evaporative
(“EPA”) and the California Air Resources Board (“CARB”) have established motor vehicle tailpipe and Both federal
emissions standards
and California that become
regulations increasingly
also require stringent
motor vehicles to over time. Seventeen
be equipped statesdiagnostic
with on-board have adopted
(“OBD”)California’s
systems light-duty
that
standards, four states have adopted California’s heavy-duty standards, and other states are expected
monitor emission-related systems and components. In addition, light- and medium-duty vehicles and heavy-duty to join. Both federal
engines
and California regulations also require motor vehicles to be equipped with on-board diagnostic (“OBD”) systems
must be certified by EPA prior to sale in the United States and by CARB prior to sale in California and the relevant states. that
monitor
Canada emission-related systems and
accepts EPA certification. components.
Compliance In addition,standards,
with emissions light- and OBD
medium-duty vehicles
requirements, andand heavy-duty
related engines
regulations can
must be certified by EPA prior to sale in the United States and by CARB prior to sale in
be challenging and can drive increased product development costs, warranty costs, and vehicle recalls.California and the relevant states.
Canada accepts EPA certification. Compliance with emissions standards, OBD requirements, and related regulations can
be challenging
CARB has and can drive
adopted increased regulations
new emissions product development
applicable costs,
to modelwarranty costs,
year 2024 and vehicle
heavy-duty recalls.as well as
engines,
extended heavy-duty warranty requirements beginning with the 2022 model year, and EPA has proposed more stringent
CARB has
heavy-duty adopted
standards new emissions
beginning with theregulations
2027 model applicable to model
year. These rulesyear 2024
include heavy-duty
more stringentengines, as standards,
emissions well as as
extended heavy-duty warranty requirements beginning with the 2022 model year, and EPA has proposed
well as new requirements affecting durability testing, warranty, and OBD. CARB has also adopted new light-duty more stringent
heavy-duty standardsapplicable
emissions standards beginningto with themodel
2026 2027 model year. These
year vehicles, rulesainclude
including more stringent
more stringent emissions
emissions standards,
standard and otheras
well as new requirements affecting durability testing, warranty, and OBD. CARB has also adopted
new emissions requirements. These new rules are expected to impose increased challenges and costs on the new light-duty
emissions
developmentstandards applicable
of light-duty to 2026
vehicles model yearengines.
and heavy-duty vehicles, including a more stringent emissions standard and other
new emissions requirements. These new rules are expected to impose increased challenges and costs on the
development of light-duty
Compliance vehiclesemissions
with automobile and heavy-duty engines.
standards depends in part on the widespread availability of high-quality and
consistent automotive fuels that the vehicles were designed to use. Legislative, regulatory, and judicial developments
Compliance
related with automobile
to fuel quality emissions
at both the national standards
and depends
state levels could in partvehicle
affect on the widespread availability
manufacturers’ warrantyofcosts
high-quality
as well and
as
consistent automotive fuels that the vehicles were designed
their ability to comply with vehicle emissions standards. to use. Legislative, regulatory, and judicial developments
related to fuel quality at both the national and state levels could affect vehicle manufacturers’ warranty costs as well as
their ability to comply with vehicle emissions standards.

191177_Ford_2022_AR_1OK_R1.indd 11 2/6/23 1:35 PM


Item 1. Business (Continued)

ItemThe
1. Business
California(Continued)
vehicle emissions program also includes requirements for manufacturers to produce and deliver for
sale zero-emission vehicles (“ZEVs”). California’s light-duty vehicle ZEV regulation, which uses a system based on
Thethat
credits California
can be vehicle
bankedemissions
and carriedprogram
forward,also includesannual
mandates requirements
increasesforinmanufacturers
the productiontoand
produce and
sale of deliver for
battery-electric,
sale
fuel cell, and plug-in hybrid vehicles. For 2025 model year, this regulation will require approximately 22% of a on
zero-emission vehicles (“ZEVs”). California’s light-duty vehicle ZEV regulation, which uses a system based
credits that can California
manufacturer’s be bankedlight-duty
and carried forward,
vehicle salesmandates
volume be annual
ZEVs.increases
In Augustin2022,
the production
California and sale ofa battery-electric,
approved sweeping
fuel cell, and plug-in hybrid vehicles. For 2025 model year, this regulation will require
revision to the ZEV regulation. Beginning with the 2026 model year, the revised ZEV rule mandates a approximately 22%35% ofZEV
a sales
manufacturer’s California light-duty vehicle sales volume be ZEVs. In August 2022, California approved
requirement, rising to 100% by 2035. The revised regulation also imposes significant restrictions on credit usage, and a sweeping
revision to the ZEVfor
new requirements regulation.
EV batteryBeginning
durability.with the 2026
California hasmodel year, the revised
also instituted ZEV rule governing
ZEV regulations mandates medium-
a 35% ZEV andsales
heavy-
requirement, rising to 100% by 2035. The revised regulation also imposes significant restrictions
duty vehicles, beginning with the 2024 model year. These stringent ZEV requirements covering light-, medium-, and on credit usage, and
new requirements for EV battery durability. California has also instituted ZEV regulations governing
heavy-duty vehicles could entail significant costs and compliance challenges, and include complex warranty and recall medium- and heavy-
duty vehicles, beginning
requirements. Compliance with theZEV
with 2024rules
model year. These
depends stringent
on market ZEV requirements
conditions (including thecovering light-, medium-,
pace of adoption of EVs),and
heavy-duty vehicles could entail significant costs and compliance challenges, and include complex
technology readiness, and battery raw material availability as well as the availability of adequate infrastructure warranty and
to recall
support
requirements.
vehicle charging. Compliance with ZEV rules depends on market conditions (including the pace of adoption of EVs),
technology readiness, and battery raw material availability as well as the availability of adequate infrastructure to support
vehicle charging.
European Requirements. European Union (“EU”) and U.K. regulations, directives, and related legislation limit the
amount of regulated pollutants that may be emitted by new motor vehicles and engines sold in the EU and the United
European
Kingdom. Requirements.
Regulatory stringencyEuropean Union (“EU”)
has increased and U.K.
significantly withregulations,
the applicationdirectives,
of StageandVIrelated
emission legislation
standards limit the
(first
amount of regulated pollutants that may be emitted by new motor vehicles and engines sold
introduced in 2014) and the implementation of a laboratory test cycle for CO2 and emissions and the introduction of on- in the EU and the United
Kingdom.
road emissionRegulatory stringency
testing using hasemission
portable increasedanalyzers
significantly with
(Real the application
Driving Emission of or Stage
“RDE”). VI These
emission standards
on-road emission(first tests
introduced in 2014) and the implementation of a laboratory test cycle for CO and emissions
are in addition to the laboratory-based tests (first introduced in 2017). The divergence between the regulatory limit
2 and the introduction ofthat
on- is
road emission testing using portable emission analyzers (Real Driving Emission or “RDE”).
tested in laboratory conditions and the allowed values measured in RDE tests will ultimately be reduced to zero as the These on-road emission tests
are in addition
regulatory to the increase.
demands laboratory-based testsnew
In addition, (firstrequirements
introduced infor 2017).
tailpipeTheand divergence
non-tailpipebetween the regulatory
emissions will be includedlimit that is
in the
tested in laboratory
upcoming conditions
Euro 7 regulation, and
and the
the allowed for
lead-time values measured
engineering andin type
RDEapproval
tests willmay
ultimately be reduced
potentially to zeroThe
be too short. as the
costs
regulatory demands
associated increase.
with complying with In
alladdition,
of these new requirements
requirements for tailpipe and
are significant, and following
non-tailpipe
theemissions will be included
EU Commission’s indication in the
of
upcoming
its intent toEuro 7 regulation,
accelerate emissionsand rules
the lead-time
in its roadformapengineering
publication and“EUtype approval
Green Deal” may potentially
as well as the beEUtoo short. The
sustainable costs
mobility
associated
action plan,with
thesecomplying
challenges with allcontinue
will of these in requirements are significant,
European markets, including andthefollowing the EU Commission’s
United Kingdom. In addition, theindication
Whole of
its intentType
Vehicle to accelerate
Approval emissions rules in itshas
(“WVTA”) regulation roadbeenmapupdated
publication “EU Green
to increase the Deal” as well
stringency of as the EU surveillance.
in-market sustainable mobility
action plan,following
Moreover, these challenges
the U.K.’swill continuefrom
withdrawal in European
the Europeanmarkets, including
Union, we may thebeUnited Kingdom.
subject In addition,
to diverging the Whole
requirements in our
Vehicle
European Type Approval
markets, (“WVTA”)
which regulation
could increase has been
vehicle updated
complexity and to increase
duties. the stringency of in-market surveillance.
Moreover, following the U.K.’s withdrawal from the European Union, we may be subject to diverging requirements in our
European
There markets, which could
is an increasing trend increase vehicle
of city access complexity
restrictions forand duties.
internal combustion engine powered vehicles. The access
rules being introduced are developed by individual cities based on their specific concerns, resulting in rapid deployment of
There
access is an
rules thatincreasing trend
differ greatly of citycities.
among access Therestrictions
speed of for internal combustion
implementation engine
of access rulespowered vehicles.
may directly The access
influence
rules
customer vehicle residual values and choice of next purchase. In an effort to support the Paris Accord, some countries of
being introduced are developed by individual cities based on their specific concerns, resulting in rapid deployment
access rules that
are adopting yearlydiffer greatly in
increases among cities. where
CO2 taxes, The speed
such aofsystem
implementation of and
is in place, access rules may
publishing directly
dates by wheninfluence
internal
combustion powered vehicles may no longer be registered, e.g., Norway in 2025 and the United Kingdom andcountries
customer vehicle residual values and choice of next purchase. In an effort to support the Paris Accord, some the
are adopting in
Netherlands yearly
2030.increases in CO2 taxes, where such a system is in place, and publishing dates by when internal
combustion powered vehicles may no longer be registered, e.g., Norway in 2025 and the United Kingdom and the
Netherlands in 2030.
Other National Requirements. Many countries, in an effort to address air quality and climate change concerns, are
adopting previous versions of European or United Nations Economic Commission for Europe (“UN-ECE”) mobile source
Otherregulations.
emission National Requirements.
Some countriesMany countries,
have adoptedinmorean effort to address
advanced air quality
regulations basedandon
climate
the mostchange
recentconcerns,
version of are
adopting previous versions of European or United Nations Economic Commission for Europe
European or U.S. regulations. For example, the China Stage VI light-duty vehicle emission standards, based on (“UN-ECE”) mobile source
emission
Europeanregulations. Some countries
Stage VI emission standardshave adopted vehicles,
for light-duty more advanced regulationsand
U.S. evaporative based on theemissions
refueling most recent version of
standards, and
European or U.S. regulations. For example, the China Stage VI light-duty vehicle emission
CARB OBD II requirements, incorporate two levels of stringency for tailpipe emissions. Under the level one (VI(a)) standards, based on
European Stage is
standard, which VIcurrently
emissioninstandards for light-duty
place nationwide vehicles,
in China, U.S. evaporative
the emissions and
limits are refueling emissions
comparable standards,
to the EU Stage and
VI limits,
CARB OBD II requirements, incorporate two levels of stringency for tailpipe emissions. Under
except for carbon monoxide, which is 30% lower than the EU Stage VI limit. The more stringent level two (VI(b)) the level one (VI(a))
standard,
standard’swhich is currently
emissions in place
limits are nationwide
approximately in China,
30-50% thethan
lower emissions
the EUlimits
Stageare
VIcomparable to the on
limits, depending EUtheStage VI limits,
pollutant.
except for carbon monoxide, which is 30% lower than the EU Stage VI limit. The more stringent
While level two (VI(b)) is not slated for nationwide implementation until July 2023, the government has encouraged the level two (VI(b))
standard’s emissions
more economically limits arecities
developed approximately
and provinces30-50% lower
to pull thanimplementation.
ahead the EU Stage VIFor limits, depending
example, on the
Beijing, pollutant.
Shanghai, Tianjin,
While level two (VI(b)) is not slated for nationwide implementation until July 2023, the government
Hebei province, and Guangdong province have all begun implementing level two (VI(b)). Both China Stage VII light-duty has encouraged the
more economically
vehicle and heavy duty developed
vehiclecities and provinces
emission regulationstoare pullcurrently
ahead implementation.
under pre-study,For andexample, Beijing,
the Ministry Shanghai,
of Ecology and Tianjin,
Hebei province,
Environment hasand Guangdong
advised that theprovince
Stage VIIhave all begun
regulations implementing
will level twolimits
have more stringent (VI(b)). Both China
on pollutant Stage VII
emissions andlight-duty
will
vehicle and
establish heavy
limits duty vehicle gas
for greenhouse emission regulations
(primarily are currently
CO2) tailpipe under
emissions. In pre-study, and the
South America, Ministry
most of Ecology
countries and to
are evolving
Environment
implement hasstringent
more advised that the Stageaccepting
requirements VII regulations
Europe willand
have
U.S.more stringent except
regulations, limits on pollutant
Brazil, whichemissions and will
has a unique local
establishcalled
process limits PROCONVE
for greenhouse gas on
based (primarily CO2) tailpipe
U.S. regulations emissions.vehicles
for light-duty In South America,
and European most countries for
regulations areheavy-duty
evolving to
implement more stringent requirements accepting Europe and U.S. regulations, except Brazil, which has a unique local
vehicles.
process called PROCONVE based on U.S. regulations for light-duty vehicles and European regulations for heavy-duty
vehicles.

191177_Ford_2022_AR_1OK_R1.indd 12 2/6/23 1:35 PM


Item 1. Business (Continued)

ItemCanadian
1. Business (Continued)
criteria emissions regulations are largely aligned with U.S. requirements; however, the existing ZEV
regulations in Quebec and those published in British Columbia in July 2020 are more stringent than those in place in
Canadian
California. Bothcriteria emissions
British Columbiaregulations
and Quebec arehave
largely aligneddraft
proposed with amendments
U.S. requirements;
to theirhowever, the to
regulations existing
increaseZEV
regulations in Quebec and those published in British Columbia in July 2020 are more stringent than those
requirements starting in 2025 and 2026, respectively. The federal government has published draft light-duty ZEV sales in place in
California. Both British Columbia and Quebec have proposed draft amendments to their
requirements through an amendment to the Passenger Automobile and Light Truck Greenhouse Gas Emissionregulations to increase
requirements
Regulations andstarting in 2025
has also and 2026,
published respectively.
its intent to develop The
ZEVfederal
salesgovernment
requirementshas
forpublished draft
heavy-duty light-duty
vehicles. ZEVprovinces
Other sales
requirements through an amendment to the Passenger Automobile and Light Truck Greenhouse Gas Emission
have signaled their interest in light-duty ZEV sales regulations but are awaiting the finalization of the federal ZEV
Regulations
regulations. and has also published its intent to develop ZEV sales requirements for heavy-duty vehicles. Other provinces
have signaled their interest in light-duty ZEV sales regulations but are awaiting the finalization of the federal ZEV
regulations.
Elsewhere, there is a mix of regulations and processes based on U.S. and EU standards. Not all countries have
adopted appropriate fuel quality standards to accompany the stringent emission standards adopted. This could lead to
Elsewhere,
compliance there isparticularly
problems, a mix of regulations and processes
if OBD or in-use based
surveillance on U.S. andare
requirements EUimplemented.
standards. Not all countries have
adopted appropriate fuel quality standards to accompany the stringent emission standards adopted. This could lead to
compliance problems, particularly
Global Developments. if OBD
In recent or EPA
years, in-use surveillance
and CARB have requirements are focus
increased their implemented.
on the use of “defeat devices.”
Defeat devices are elements of design (typically embedded in software) that improperly cause the emission control
Global
system Developments.
to function In recent
less effectively years,
during EPA on-road
normal and CARB havethan
driving increased
during their focuslaboratory
an official on the useemissions
of “defeattest,
devices.”
without
Defeat devices are elements of design (typically embedded in software) that improperly cause the emission
justification. They are prohibited by law in many jurisdictions, and we do not use defeat devices in our vehicles. control
system to function less effectively during normal on-road driving than during an official laboratory emissions test, without
justification.
RegulatorsThey are prohibited
around by law in to
the world continue many jurisdictions,
scrutinize and we
automakers’ do not use
emission defeat
testing, devices
which in our
has led to avehicles.
number of defeat
device settlements by various manufacturers. EPA is carrying out additional non-standard tests as part of its vehicle
Regulators
certification aroundCARB
program. the world
has continue
also beentoconducting
scrutinize automakers’ emission testing,
extensive non-standard which
emission haswhich
tests, led to in
a number of defeat
some cases have
device settlements
resulted by various
in certification manufacturers.
delays for EPAInisthe
diesel vehicles. carrying out additional
past, several non-standard
European tests conducted
countries have as part of its vehicle
non-standard
certification
emission program.
tests CARB has
and published also been
the results, conducting
and, extensive
in some cases, this non-standard
supplementalemission tests,
testing has which investigations
triggered in some casesofhave
resulted in certification
manufacturers delays
for possible for diesel
defeat vehicles.
devices. TestingInisthe past, several
expected European
to continue on ancountries
ongoing have
basis.conducted non-standard
In addition, plaintiffs’
emission tests
attorneys and published
are pursuing the results,
consumer and, lawsuits
class action in some based
cases, on
thisalleged
supplemental testing
excessive has triggered
emissions from carsinvestigations of
and trucks, which
manufacturers
could, for possible
in turn, prompt defeat
further devices. by
investigations Testing is expected to continue on an ongoing basis. In addition, plaintiffs’
regulators.
attorneys are pursuing consumer class action lawsuits based on alleged excessive emissions from cars and trucks, which
could, in Fuel
Vehicle turn, Economy
prompt further
and investigations
Greenhouse Gas by regulators.
Standards

Vehicle
U.S. Fuel Economy-and
Requirements Greenhouse
Light-Duty Vehicles.GasFederal
Standards
law requires that light-duty vehicles meet minimum corporate
average fuel economy (“CAFE”) standards set by the National Highway Traffic Safety Administration (“NHTSA”).
U.S. Requirements
Manufacturers - Light-Duty
are subject Vehicles.
to substantial Federal iflaw
civil penalties requires
they that light-duty
fail to meet the CAFEvehicles
standardmeet minimum
in any model corporate
year, after
average fuel economy (“CAFE”) standards set by the National Highway Traffic Safety Administration
taking into account all available credits for the preceding five model years and expected credits for the (“NHTSA”).
three succeeding
Manufacturers
model years. The are law
subject to substantial
requires NHTSA tocivil penaltiesand
promulgate if they fail toseparate
enforce meet theCAFE
CAFEstandards
standard in any model
applicable to year,
each after
taking into account all available credits for the preceding five model years and expected
manufacturer’s fleet of domestic passenger cars, imported passenger cars, and light-duty trucks. credits for the three succeeding
model years. The law requires NHTSA to promulgate and enforce separate CAFE standards applicable to each
manufacturer’s fleet of domestic
EPA also regulates passenger gas
vehicle greenhouse cars,(“GHG”)
imported passenger
emissions cars,the
under and light-duty
Clean trucks.
Air Act. Because the vast majority of
GHGs emitted by a vehicle are the result of fuel combustion, GHG emission standards are similar to fuel economy
EPA also
standards. regulates
Thus, NHTSA vehicle greenhouse
and EPA coordinategaswith
(“GHG”) emissions
each other under
on their fuelthe Clean Air
economy and Act.
GHG Because the vast
standards, majority of
respectively, to
GHGs emitted by a vehicle are
avoid potential inconsistencies. the result of fuel combustion, GHG emission standards are similar to fuel economy
standards. Thus, NHTSA and EPA coordinate with each other on their fuel economy and GHG standards, respectively, to
avoid potential with
Beginning inconsistencies.
the 2012 model year, EPA and NHTSA jointly promulgated harmonized GHG and fuel economy
regulations under what came to be known as the “One National Program” (“ONP”) framework. California, which had
Beginningitswith
promulgated ownthe 2012 modelset
state-specific year, EPA and
of GHG NHTSA jointly
regulations, agreedpromulgated harmonized
that compliance with theGHG and
federal fuel economy
program would satisfy
regulations
compliance with its own GHG requirements, thereby avoiding a patchwork of potentially conflicting federal which
under what came to be known as the “One National Program” (“ONP”) framework. California, had GHG
and state
promulgated its own state-specific set of GHG regulations, agreed that compliance with the federal
standards. ONP has required manufacturers to achieve increasingly stringent year-over-year standards. program would satisfy
compliance with its own GHG requirements, thereby avoiding a patchwork of potentially conflicting federal and state GHG
standards.
ONP was ONP has required
envisioned manufacturers
to continue to achieve
at least through theincreasingly
2025 modelstringent
year. In year-over-year standards.
2020, EPA introduced significantly less
stringent fuel economy and GHG standards applicable to model years 2021-2026. The federal government also revoked
ONP was
California’s envisioned
authority to settoand
continue
enforceat its
least through
own vehiclethe
GHG2025 model year.
standards, In 2020,
as well as theEPA introduced
authority significantly
of other states that less
opted
stringent
in fuel economy
to California’s and GHG
standards. standards
California applicable
continued to model
to assert years 2021-2026.
its authority The federal
to regulate vehicle GHGs, government
challengedalso revoked
in court the
California’s
federal authority to
government’s set and enforce
preemption itswithdrew
actions, own vehicle
fromGHG
ONP,standards,
and plannedas well as thetoauthority
to return enforcingofits
other
ownstates that opted
state-specific
in to California’s
GHG standards. standards. California continued to assert its authority to regulate vehicle GHGs, challenged in court the
federal government’s preemption actions, withdrew from ONP, and planned to return to enforcing its own state-specific
GHG standards.

191177_Ford_2022_AR_1OK_R1.indd 13 2/6/23 1:35 PM


Item 1. Business (Continued)

ItemThe
1. Business (Continued)
litigation over both standards and preemption, with uncertain outcomes, created difficulty for purposes of Ford’s
future product planning. To avoid a “bifurcated” regulatory scenario in which California and the 15 other states that
The litigation
adopted California’sover bothstandards
GHG standardsenforce
and preemption,
one set of with uncertain
rules, outcomes,
while a different setcreated
of rulesdifficulty
applies for purposes
in the of Ford’s
rest of the
future product planning. To avoid a “bifurcated” regulatory scenario in which California and the
country, Ford reached an agreement with California on a set of terms for an alternative framework in which Ford 15 other states that
adopted
committedCalifornia’s
to meet a GHG standards
designated enforce
set of one set
standards on aofnational
rules, while
basisa indifferent set California
lieu of the of rules applies in theprogram.
regulatory rest of theThis
country,
framework enabled Ford to continue its product planning on a nationwide basis, while being consistent withFord
Ford reached an agreement with California on a set of terms for an alternative framework in which Ford’s
committed
environmental to meet a designated
goals. set its
Ford finalized of standards
agreementon a national
with basis
California in lieuand
in 2020, of the California
other regulatory
states that adoptedprogram. This
the California
framework enabled Ford to continue its product
standards indicated they would respect the agreement. planning on a nationwide basis, while being consistent with Ford’s
environmental goals. Ford finalized its agreement with California in 2020, and other states that adopted the California
standards
In 2021, indicated theyre-evaluated
EPA again would respect thethe agreement.
stringency of light-duty fuel economy and GHG standards through the 2026
model year, and considered whether to restore the stringency to the previous ONP levels, or greater. EPA finalized this
In 2021,
evaluation in EPA again re-evaluated
December the stringency
2021, establishing GHG standardsof light-duty fuel economy
applicable to modeland GHG
years standardswith
2023-2026 through the 2026
stringency that
model year, and considered whether to restore the stringency to the previous ONP
exceeded ONP levels. In 2022, NHTSA finalized more stringent fuel economy standards for model years 2024-2026,levels, or greater. EPA finalized this
evaluation in December 2021, establishing GHG standards applicable to model years
which are substantially aligned with EPA’s GHG standards. The federal government also acted in December 2021 to 2023-2026 with stringency that
exceeded ONP
repeal its rule levels. California’s
blocking In 2022, NHTSA finalized
authority to setmore stringentitsfuel
and enforce own economy
vehicle GHG standards for model
standards, years
as well as 2024-2026,
the authority of
which
other states that adopted California’s standards, and EPA took similar action in early 2022 under the Clean Air2021
are substantially aligned with EPA’s GHG standards. The federal government also acted in December Act. to
In late
repeal
2022, EPA began consideration of sweeping changes to light-duty GHG regulations for model years 2027 and beyond. of
its rule blocking California’s authority to set and enforce its own vehicle GHG standards, as well as the authority
other
Thesestates that adopted
regulations California’s
are expected standards,
to extend through andat EPA
leasttook similar
the 2030 action
model in early
year, and 2022 under
to drive the Clean
significant ZEVAir Act. mix,
sales In late
2022, EPA began consideration of sweeping changes to light-duty GHG regulations for model
along with rapid improvement of ICE vehicle performance, by virtue of greatly increased stringency. These new rules are years 2027 and beyond.
These
expectedregulations
to imposeare expectedchallenges
increased to extend andthroughcosts aton
least
thethe 2030 model
development ofyear, and to
light-duty drive significant
vehicles. ZEV sales
If any federal mix,
or state
along with rapid improvement of ICE vehicle performance, by virtue of greatly increased
agency imposes and enforces fuel economy and GHG standards that are misaligned with market conditions, Ford would stringency. These new rules are
expected
likely to impose
be forced increased
to take various challenges
actions thatandcould costs
haveonsubstantial
the developmentadverse of effects
light-duty
on vehicles. If any federal
its sales volumes or state
and results of
agency imposes
operations. Suchand enforces
actions likelyfuel economy
would includeand GHG standards
restricting offerings that are misaligned
of selected engineswithand market
popularconditions, Ford would
options; increasing
likely besupport
market forced programs
to take various actions
for Ford’s mostthatfuel-efficient
could have vehicles;
substantial andadverse effects
ultimately on its the
curtailing sales volumes and
production and sale
results of
of certain
operations.
vehicles, suchSuch actions likely would
as high-performance include
cars, restricting
utilities, and/or offerings of selected
full-size light trucks in engines
order toand popularcompliance.
maintain options; increasing
market support programs for Ford’s most fuel-efficient vehicles; and ultimately curtailing the production and sale of certain
vehicles, such as high-performance
U.S. Requirements - Heavy-Dutycars, utilities,
Vehicles. EPAand/or
and full-size
NHTSA lighthavetrucks
jointlyinpromulgated
order to maintain
GHG andcompliance.
fuel economy
standards for heavy-duty vehicles (generally, vehicles over 8,500 pounds gross vehicle weight rating) through the 2027
U.S.
model year, and EPA is -preparing
Requirements Heavy-Duty updateEPA
Vehicles.
a major and NHTSA
to these have
standards forjointly promulgated
the 2027 GHG
model year andand fuel economy
beyond. In Ford’s case,
standards for heavy-duty vehicles (generally, vehicles over 8,500 pounds gross vehicle weight rating)
the standards primarily affect heavy-duty pickup trucks and vans, plus vocational vehicles such as shuttle through theand
buses 2027
model year, and EPA is preparing a major update to these standards for the 2027 model year and beyond.
delivery trucks. As the heavy-duty standards increase in stringency, it may become more difficult to comply while In Ford’s case,
the standards primarily affect heavy-duty pickup
continuing to offer a full lineup of heavy-duty trucks.trucks and vans, plus vocational vehicles such as shuttle buses and
delivery trucks. As the heavy-duty standards increase in stringency, it may become more difficult to comply while
continuing
European to offer a full lineup The
Requirements. of heavy-duty
Europeantrucks.
Union regulates passenger car and light commercial vehicle CO2 emissions
using sliding scales with different CO2 targets for each manufacturer based on the respective average vehicle weight for
European
its fleet Requirements.
of vehicles first registeredTheinEuropean
a calendarUnion
year,regulates passenger
with separate targetscar
forand light commercial
passenger cars and vehicle CO2 emissions
light commercial
using sliding scales with different CO targets for each manufacturer based on the respective
vehicles. A penalty system applies to2 manufacturers failing to meet the individual CO2 targets. Pooling agreements average vehicle weight for
its fleet of vehicles first registered in a calendar year, with separate targets for passenger cars
between manufacturers to utilize credits are possible under certain conditions, and we have entered into such pooling and light commercial
vehicles. A penalty
agreements in ordersystem
to complyapplies
with to manufacturers
fuel failing to without
economy regulations meet the individual
paying CO2 targets.
a penalty Pooling
and to enable agreements
other manufacturers
between manufacturers to utilize credits are possible under certain conditions, and we
to benefit from our positive CO2 performance. For “multi-stage vehicles” (e.g., Ford’s Transit chassis cabs), have entered into such thepooling
base
agreements in order to comply with fuel economy regulations without paying a penalty and to enable
manufacturer (e.g., Ford) is fully responsible for the CO2 performance of the final up-fitted vehicles. The initial target other manufacturers
to benefit
levels get from our positive
significantly moreCO 2 performance.
stringent every fiveFor “multi-stage
years vehicles”
(2025, 2030, (e.g., after
and 2035, Ford’s Transit
which chassis
all new cabs),must
vehicles the base
be zero
manufacturer (e.g., Ford) is fully responsible for the CO
emission), requiring significant investments in propulsion technologies and extensive fleet management forcingtarget
2 performance of the final up-fitted vehicles. The initial low CO2
levels get significantly
emissions. The Unitedmore Kingdomstringent every five years
and Switzerland have(2025, 2030,similar
introduced and 2035,
rules,after
andwhich all new
the United vehiclesismust
Kingdom be zero
considering
emission), requiring
adopting ZEV mandates. significant investments in propulsion technologies and extensive fleet management forcing low CO2
emissions. The United Kingdom and Switzerland have introduced similar rules, and the United Kingdom is considering
adopting
The EUZEV mandates. is investigating the introduction of Real Driving CO2 and Life Cycle Assessment elements, and
Commission
heavy-duty vehicles are addressed in separate regulations with analogous requirements and challenges. As discussed
Thethe
above, EUEU Commission
Commission is investigating
has announced the aintroduction of Real
“Green Deal” that isDriving CO
likely to 2 and more
trigger Life Cycle Assessment
stringent elements,
requirements for COand
2
heavy-duty vehicles are addressed in separate regulations with analogous requirements and challenges.
emissions (including stricter CO2 fleet regulations) and other regulated emissions and include recycling and substance As discussed
above, the EU
restrictions. Commission
While has announced
the EU Commission a “Green
targets Deal”neutrality
net climate that is likely to trigger
by 2050 and more
a more stringent requirements
ambitious 2030 interimfortarget
CO2 (a
emissions
55% (including
instead of 40% COstricter
2
CO
reduction
2 fleet regulations)
compared to and
1990),other regulated
several emissions
countries, such asand include
Germany, recycling
have and
adopted substance
stricter interim
restrictions.
targets While net
and earlier the climate
EU Commission
neutrality targets
targets.net climate neutrality by 2050 and a more ambitious 2030 interim target (a
55% instead of 40% CO2 reduction compared to 1990), several countries, such as Germany, have adopted stricter interim
targets
Ford and earlier
also facesnet
theclimate
risk of neutrality targets. payments for both passenger cars and light commercial vehicles in all
advance premium
European markets due to, for example, unexpected market fluctuations and shorter lead times impacting average fleet
Ford also faces the risk of advance premium payments for both passenger cars and light commercial vehicles in all
performance.
European markets due to, for example, unexpected market fluctuations and shorter lead times impacting average fleet
performance.

10

10

191177_Ford_2022_AR_1OK_R1.indd 14 2/6/23 1:35 PM


Item 1. Business (Continued)

ItemThe
1. Business (Continued)
United Nations developed a technical regulation for passenger car emissions and CO2. This world light-duty test
procedure (“WLTP”) is focused primarily on better aligning laboratory CO2 and fuel consumption figures with customer-
The United
reported figures.Nations developedof
The introduction a technical regulation
WLTP in Europe for passenger
started car emissions
in September and CO2updates
2017 and requires . This world
to COlight-duty test
2 labeling,
procedure (“WLTP”) is focused primarily on better aligning laboratory
thereby impacting taxes in countries with a CO2 tax scheme as well as CO CO and fuel consumption figures with customer-
2 2 fleet regulations for passenger cars and light
reported figures.
commercial The introduction
vehicles. of WLTP
Costs associated withinnew
Europe started in September
or incremental 2017 and
testing for WLTP requires updates to CO2 labeling,
are significant.
thereby impacting taxes in countries with a CO2 tax scheme as well as CO2 fleet regulations for passenger cars and light
commercial vehicles.countries
Some European Costs associated with new or
have implemented or incremental testing
are considering for initiatives
other WLTP arefor significant.
reducing CO2 vehicle emissions,
including fiscal measures and CO2 labeling to address country specific targets associated with the Paris Accord. For
Somethe
example, European countries have
United Kingdom, implemented
France, or are considering
Germany, Spain, Portugal, and other
the initiatives
Netherlands, for reducing CO2 vehicle
among others, emissions,
have introduced
including fiscal measures and CO labeling to address country specific targets associated with the Paris
taxation based on CO2 emissions.2 The EU CO2 requirements are likely to trigger further measures. In addition, delayedAccord. For
example, the United Kingdom, France, Germany, Spain, Portugal, and the Netherlands, among others, have
vehicle launches and supply shortages, as well as an insufficient charging infrastructure and lower demand for ZEV and introduced
taxation
low CO2 based
emission CO2 emissions.
on vehicles The
as certain EU CO
electric 2 requirements
vehicle incentivesare
arelikely to trigger
reduced, can further measures. In
trigger compliance addition,
risks delayed
in all European
vehicle
markets.launches and supply shortages, as well as an insufficient charging infrastructure and lower demand for ZEV and
low CO2 emission vehicles as certain electric vehicle incentives are reduced, can trigger compliance risks in all European
markets.
Other National Requirements. The Canadian federal government regulates vehicle GHG emissions under the
Canadian Environmental Protection Act. In October 2014, the Canadian federal government published the final changes
Other
to the National
regulation forRequirements. The which
light-duty vehicles, Canadian federal
maintain government
alignment regulates
with U.S. vehicle GHG
EPA vehicle GHG standards
emissions for
under
the the
2017-2025
Canadian Environmental Protection Act. In October 2014, the Canadian federal government published
model years. The revised U.S. EPA standards were automatically adopted in Canada by reference for the 2022-2025 the final changes
to the regulation for light-duty vehicles, which maintain alignment with U.S. EPA vehicle GHG standards for
model years, and draft amendments for a few standalone administrative elements not automatically adopted by reference the 2017-2025
model years. The
were published revised U.S.
in December EPA The
2022. standards were vehicle
heavy-duty automatically adopted
and engine GHGin Canada
emissionsbyregulations
reference for
forthe
the2022-2025
2021 model
model
year and beyond were published in May 2018 and are in line with U.S. requirements, subject to any change inbythose
years, and draft amendments for a few standalone administrative elements not automatically adopted reference
were published in December 2022. The heavy-duty vehicle and engine GHG emissions regulations for the 2021 model
requirements.
year and beyond were published in May 2018 and are in line with U.S. requirements, subject to any change in those
requirements.
China’s Corporate Average Fuel Consumption and New Energy Vehicle (“NEV”) Credit Administrative Rules contain
fuel consumption requirements as well as credit mandates for NEV passenger vehicles, i.e., plug-in hybrids, battery
China’s
electric Corporate
vehicles, or fuelAverage Fuel Consumption
cell vehicles. and New Energy
The fuel consumption Vehicle
requirement (“NEV”)
uses Credit Administrative
a weight-based approach toRules contain
establish
fuel consumption
targets, requirements
with year-over-year as reductions.
target well as creditChina
mandates
set a for NEV
target of passenger
5.0L/100km vehicles, i.e., plug-in
for the 2020 hybrids,
passenger battery
vehicle industry
electric
fuel vehicles, or
consumption fuelaverage,
fleet cell vehicles.
which The fueltoconsumption
lowers 4.0L/100km requirement
by 2025 based uses
onathe
weight-based
New European approach
DrivingtoCycle
establish
system.
targets, with year-over-year
The government is projectingtarget reductions.
a further China set reduction
fuel consumption a target ofin5.0L/100km
2030, and isfortargeting
the 2020 passenger based
3.5L/100km vehicleonindustry
the
fuel
WLTP consumption fleet system.
cycle (“WLTC”) average,The which
NEVlowers to 4.0L/100km
mandate by 2025
requires that OEMsbased on the
generate New European
a specific amount of Driving
NEV Cycle
creditssystem.
each
The
year,government is projecting
with NEV credits a further
of at least 16%, fuel
18%,consumption
28%, and 38% reduction in 2030,ICE
of the annual andpassenger
is targeting 3.5L/100km
vehicle based
production or on the
import
WLTP cycle (“WLTC”) system. The NEV mandate requires that OEMs generate a specific amount
volume required in 2022, 2023, 2024, and 2025, respectively. Future percentages are currently under consideration. of NEV credits each
year, with NEV credits of at least 16%, 18%, 28%, and 38% of the annual ICE passenger vehicle production or import
volume required inbelow
As discussed 2022,in2023,
Item 2024, andFactors
1A. Risk 2025, respectively.
under “Ford may Future
need percentages are currently
to substantially modify itsunder consideration.
product plans to comply
with safety, emissions, fuel economy, autonomous vehicle, and other regulations,” a production disruption, stop ship,
lowerAsthan
discussed
plannedbelow
marketin Item 1A. RiskofFactors
acceptance under or
our vehicles, “Ford may
other need to substantially
intervening modifyus
events may cause itsto
product
modifyplans to comply
our product
with safety, emissions, fuel economy, autonomous vehicle, and other regulations,” a
plans or, in some cases, purchase credits in order to comply with fuel economy standards. production disruption, stop ship,
lower than planned market acceptance of our vehicles, or other intervening events may cause us to modify our product
plans
Vehicleor,Safety
in some cases, purchase credits in order to comply with fuel economy standards.

Vehicle
U.S. Safety
Requirements. The National Traffic and Motor Vehicle Safety Act of 1966 (the “Safety Act”) regulates vehicles
and vehicle equipment in two primary ways. First, the Safety Act prohibits the sale in the United States of any new vehicle
U.S. Requirements.
or equipment that does notThe National
conform to Traffic and Motor
applicable vehicleVehicle
safety Safety Act established
standards of 1966 (theby “Safety
NHTSA. Act”)Meeting
regulatesor vehicles
exceeding
and vehicle equipment in two primary ways. First, the Safety Act prohibits the sale in the United
many safety standards is costly and has continued to evolve as global compliance and public domain (e.g., New States of any new
Carvehicle
or equipment that does not conform to applicable vehicle safety standards established by NHTSA.
Assessment Programs (“NCAPs”), Insurance Institute for Highway Safety (“IIHS”)) requirements continue to evolve, are Meeting or exceeding
many safety
increasing in standards
demands, is costly
and lackand has continued
harmonization to evolve
globally. as expand
As we global compliance
our business andpriorities
public domain (e.g.,
to include New Car
autonomous
Assessment Programs (“NCAPs”), Insurance Institute for Highway Safety (“IIHS”)) requirements
vehicles and broader mobility products and services, our financial exposure has increased. Second, the Safety continue to evolve,
Act are
increasing in demands, and lack harmonization globally. As we expand our business priorities to
requires that defects related to motor vehicle safety be remedied through safety recall campaigns. A manufacturer is include autonomous
vehicles
obligatedand broader
to recall mobility
vehicles if itproducts
determinesandthe
services,
vehicles our
dofinancial exposure
not comply with a has increased.
safety standard.Second,
Should thewe Safety
or NHTSA Act
requires that defects related to motor vehicle safety be remedied through safety recall campaigns. A
determine that either a safety defect or noncompliance issue exists with respect to any of our vehicles, the cost of suchmanufacturer is
obligated
recall to recallcould
campaigns vehicles if it determines the vehicles do not comply with a safety standard. Should we or NHTSA
be substantial.
determine that either a safety defect or noncompliance issue exists with respect to any of our vehicles, the cost of such
recall campaigns
European could be substantial.
Requirements. The EU has established vehicle safety standards and regulations and is likely to adopt
additional or more stringent requirements in the future, especially in the areas of access to in-vehicle data, artificial
European
intelligence, Requirements.
and The EU has established vehicle safety standards and regulations and is likely to adopt
autonomous vehicles.
additional or more stringent requirements in the future, especially in the areas of access to in-vehicle data, artificial
intelligence, and autonomous vehicles.

11

11

191177_Ford_2022_AR_1OK_R1.indd 15 2/6/23 1:35 PM


Item 1. Business (Continued)

ItemThe
1. Business
European(Continued)
General Safety Regulation (“GSR”) introduced UN-ECE regulations, which are required for the
European Type Approval process. The GSR includes the mandatory introduction of multiple active and passive safety
The European
features, General Safety
including cybersecurity Regulation (“GSR”)
requirements for new introduced UN-ECE
vehicle models from regulations,
2022 and forwhich are required
all registrations in for the EU
2024.
European Type Approval process. The GSR includes the mandatory introduction of multiple active and passive
regulators are focusing on active safety features, such as lane departure warning systems, electronic stability control, safetyand
features,
automatic brake assist. Furthermore, mobile network providers in certain EU Member States have begun shutting EU
including cybersecurity requirements for new vehicle models from 2022 and for all registrations in 2024. down
regulators
their 2G andare3G
focusing on active
networks, which safety features,
form the basis for such as lane
e-Call departure
system warning
functionality systems,
in existing electronic
vehicles. Thestability
e-Callcontrol,
systemsand
in
automatic brake assist.
existing vehicles Furthermore,
may need mobile
to be updated network
as these providers
systems are in certainout.
phased EU ItMember States have
is also possible that begun
the EUshutting down
may mandate
their
Member2G and 3Gto
States networks,
maintainwhich
these form the basis
networks for e-Call
to allow for thesystem
continuedfunctionality in existing
functionality vehicles.
of existing e-Call The e-Call systems in
systems.
existing vehicles may need to be updated as these systems are phased out. It is also possible that the EU may mandate
Member
OtherStates to maintain
National these networks
Requirements. Globally,togovernments
allow for thegenerally
continuedhavefunctionality of existing
been adopting e-Callbased
UN-ECE systems.
regulations with
minor variations to address local concerns. Any difference between North American and UN-ECE based regulations can
add Other National
complexity andRequirements. Globally, governments
costs to the development generally
of global platform have and
vehicles, beenwe
adopting UN-ECE
continue based
to support regulations
efforts with
to harmonize
minor variations to address local concerns. Any difference between North American and UN-ECE based regulations
regulations to reduce vehicle design complexity while providing a common level of safety performance; several on-going can
add complexity and costs to the development of global platform vehicles,
bilateral negotiations on free trade can potentially contribute to this goal. and we continue to support efforts to harmonize
regulations to reduce vehicle design complexity while providing a common level of safety performance; several on-going
bilateral negotiations
Safety and recall on free trade can
requirements potentially
in Brazil, China,contribute to this
India, South goal.and Gulf Cooperation Council (“GCC”) countries
Korea,
may add substantial costs and complexity to our global recall practice. Brazil has set mandatory fleet safety targets and
Safetyare
penalties and recall ifrequirements
applied these levels in areBrazil, China, India,
not maintained, South
while Korea,
a tax and Gulf
reduction mayCooperation
be availableCouncil (“GCC”) countries
for over-performance. In
may add substantial costs and complexity to our global recall practice. Brazil has set mandatory
Canada, regulatory requirements are currently aligned with U.S. regulations; however, under the Canadian Motor fleet safety targets and
Vehicle
penalties
Safety Act,are
theapplied
Ministerif these levels are
of Transport hasnot maintained,
broad powers towhile
order a manufacturers
tax reduction may be available
to submit forofover-performance.
a notice defect or non- In
Canada, regulatory requirements are currently aligned with U.S. regulations; however, under
compliance when the Minister considers it to be in the interest of safety. In 2021, Canada started preliminary the Canadian Motor Vehicle
Safety Act, theon
consultations Minister
severalofnew Transport
proposedhasregulations,
broad powers to order
including manufacturers
Administrative to submit
Monetary a notice(“AMPs”)
Penalties of defect and
or non-
Analysis of
compliance
Technical when the Minister
Information for Vehiclesconsiders it to be in (“ACTIVE”)
and Equipment the interest regulations.
of safety. In Draft
2021,language
Canada started preliminary
for the AMPs regulation was
consultations
published on several
in May 2022 with new proposed
final regulations,
regulations expected including Administrative
to be published at the Monetary
end of 2023. Penalties (“AMPs”)
In China, a newand Analysis of
mandatory
Technical
Event Data Information for Vehicles
Recorder regulation and
that is Equipment (“ACTIVE”)than
more comprehensive regulations. Draft language
U.S. requirements for the
has been AMPs regulation
released, was
and in China,
published and
Malaysia, in May 2022
South Korea,with final regulations
mandatory e-Call expected to be published
requirements at the end
are being drafted. of 2023.
E-Call In China, in
is mandatory a the
newUAE
mandatory
for new
Event Data
vehicles Recorder
starting regulation
with the 2021 modelthat isyear,
moreand comprehensive
in Saudi Arabia than U.S.
from therequirements
2025 model has year.been released, and in China,
Malaysia, and South Korea, mandatory e-Call requirements are being drafted. E-Call is mandatory in the UAE for new
vehicles
New starting with the 2021
Car Assessment model year,
Programs. and in Saudi
Organizations Arabia
around thefrom
worldthe 2025
rate andmodel
compareyear.
motor vehicles in NCAPs to
provide consumers and businesses with additional information about the safety of new vehicles. NCAPs use crash tests
and New
otherCar Assessment
evaluations are differentOrganizations
that Programs. around the
than what is required world rate and
by applicable compareand
regulations, motor
usevehicles
stars to in NCAPs
rate to
vehicle
provide consumers and businesses with additional information about the safety of new vehicles. NCAPs
safety, with five stars awarded for the highest rating and one for the lowest. Achieving high NCAP ratings, which may use crash tests
vary
and other evaluations that are different than what is required by applicable regulations, and use stars to
by country or region, can add complexity and cost to vehicles. Similarly, environmental rating systems exist in various rate vehicle
safety,
regions,with five
e.g., starsNCAP
Green awarded for the highest
in Europe. rating
In China, and one
C-NCAP hasfor
a the lowest.
stringent Achieving
rating high
structure to NCAP ratings,
decrease which may
the number vary
of five-
by country or region, can add complexity and cost to vehicles. Similarly, environmental rating systems
star ratings. Further, the China Insurance Auto Safety Index (similar to IIHS) has been implemented, with higher exist in various
regions,
standards e.g.,
for Green NCAP
passenger andin pedestrian
Europe. Inprotection
China, C-NCAP has assistance
and driver a stringent technologies.
rating structure to decrease
These protocolstheimpose
number of five-
additional
star ratings. Further, the China Insurance Auto Safety Index (similar to IIHS) has been implemented, with
requirements relating to testing, evaluation, and mandatory safety features, and compliance with them (or any subsequent higher
standards
updates tofor passenger
them) may beand pedestrian protection and driver assistance technologies. These protocols impose additional
costly.
requirements relating to testing, evaluation, and mandatory safety features, and compliance with them (or any subsequent
updates to them) may be costly.

12

12

191177_Ford_2022_AR_1OK_R1.indd 16 2/6/23 1:35 PM


Item 1. Business (Continued)

Item 1. Business
HUMAN CAPITAL(Continued)
RESOURCES

HUMAN CAPITAL
People Strategy RESOURCES
and Governance

People
We Strategy and Governance
strive to create an employee experience that enables an inclusive environment of excellence, focus, and
collaboration among team members, allowing us to deliver short- and long-term business success. Ford maintains an
We strive
Executive to create
People Forum anconsisting
employeeofexperience
the CEO and thattopenables an inclusive
leadership team thatenvironment of excellence,
meets monthly focus,focus
with a specific and on
collaboration among team members, allowing us to deliver short- and long-term business success.
people and organizational topics that will enable and accelerate delivery of the business plan. Key topic areas includeFord maintains an
Executive People Forum consisting of the CEO and top leadership team that meets monthly with a specific
Compensation & Retention, Diversity, Equity, and Inclusion (“DEI”), Organization Design, Talent Planning & Development, focus on
people and organizational topics that will enable and accelerate delivery of the business plan. Key topic areas include
and Culture.
Compensation & Retention, Diversity, Equity, and Inclusion (“DEI”), Organization Design, Talent Planning & Development,
and Culture.
Our Board of Directors and Board committees provide important oversight on certain human capital matters, including
items discussed at the Executive People Forum. The Compensation, Talent and Culture Committee maintains
Our Boardtoofreview,
responsibility Directors and Board
discuss, committees
and set provide important
strategic direction for variousoversight on certain
people-related humanstrategies,
business capital matters, including
including:
items discussed
compensation at benefit
and the Executive People
programs; Forum. succession
leadership The Compensation,
planning; Talent
culture;and
DEI;Culture Committee
and talent maintains
development programs.
responsibility
The to review,
Sustainability, discuss,
Innovation andand set strategic
Policy Committee direction for various
is responsible for people-related
discussing andbusiness strategies, including:
advising management on
compensation
maintaining and and benefit programs;
improving leadership
sustainability succession
strategies, planning; culture;
the implementation of whichDEI; and talent
creates valuedevelopment
consistent with programs.
the long-
The
termSustainability,
preservation andInnovation and Policy
enhancement Committeevalue
of shareholder is responsible
and socialforwellbeing,
discussing and advising
including human management on
rights, working
maintaining andresponsible
conditions, and improving sustainability
sourcing. The strategies,
collectivethe implementation of
recommendations to which creates
the Board and value consistentare
its committees with thewe
how long-
term preservation and enhancement of shareholder value and social wellbeing, including human rights,
proactively manage our human capital and create an employee experience that allows employees and our organization to working
conditions,
thrive. and responsible sourcing. The collective recommendations to the Board and its committees are how we
proactively manage our human capital and create an employee experience that allows employees and our organization to
thrive.
Diversity, Equity, and Inclusion

Diversity,
At Ford,Equity, and Inclusion
we believe that creating a Culture of Inclusion for all our employees is both foundational to achieving our
Ford+ plan and the right thing to do. Ford offers 12 Employee Resource Groups (“ERGs”) that represent various
At Ford,of
dimensions weour
believe that creating
employee a Culture
population, of Inclusion
including for allgender,
racial, ethnic, our employees
religious,issexual
both foundational to achieving
orientation and our
gender identity,
Ford+ plan and the right thing to do. Ford offers 12 Employee Resource Groups (“ERGs”) that represent
ability, and generational communities with chapters throughout the world, in addition to Ford Advocacy for Belonging various
dimensions of ourinemployee
(“FAB”) Councils population,
every region. including
Our ERGs racial,
and FAB ethnic, are
Councils gender, religious,insexual
instrumental orientation
providing a voice and gender
to our identity,
globally
ability, and generational communities with chapters throughout the world, in addition to Ford Advocacy
diverse workforce as well as sharing valuable insights into the development of products, services, and experiences. for Belonging
(“FAB”) Councils in every region. Our ERGs and FAB Councils are instrumental in providing a voice to our globally
diverse
Our workforce
business hasas well as sharing
developed DEIvaluable insights
action plans into the
specific development
to each of products,
region’s unique needsservices, and experiences.
and culture. From an enterprise
perspective, we have taken several concrete steps to further these efforts, including embedding DEI into our corporate
Our business
strategy has developed
and governance, DEI
ensuring action
that planstospecific
revisions employeeto each region’s
expected unique enable
behaviors needs and culture. culture,
an inclusive From anand
enterprise
perspective, we have taken several concrete steps to further these efforts, including embedding DEI into our
establishing objectives for progress for every salaried employee. This holistic DEI strategy includes a strong focus on corporate
strategy
racial and governance,
equity, ensuring that
growing representation revisions
of diverse to employee
talent throughout expected behaviors
the pipeline, enable
and DEI an inclusive culture, and
education.
establishing objectives for progress for every salaried employee. This holistic DEI strategy includes a strong focus on
racial
Ourequity, growing
diversity representation
statistics include theoffollowing
diverse talent throughout 31,
as of December the 2022
pipeline, andon
(based DEI education. at the date of hire):
self-reporting
28.8% of our salaried employees worldwide are females (excludes certain employees in Europe in accordance with the
Our diversity
European Union’sstatistics
General include the following
Data Protection as of December
Regulation); 25.4% of31,
our2022
total(based onand
salaried self-reporting at the date
hourly employees of hire):
in the United
28.8% are
States of our salaried
females; employees
and 36.2% of worldwide are females
our total salaried (excludes
and hourly certain in
employees employees
the UnitedinStates
Europe in minorities.
are accordance with the
European Union’s General Data Protection Regulation); 25.4% of our total salaried and hourly employees in the United
States
Talent are females;Growth,
Attraction, and 36.2% andofCapability
our total salaried and hourly employees in the United States are minorities.
Assessment

Talent
TheAttraction,
workplace Growth,
is quicklyand Capability
evolving, Assessment
and new working practices are constantly developing. Many employees are no
longer bound to physical locations, where and how we source our talent is evolving, and employee expectations have
The From
shifted. workplace is quickly
a growth evolving,
perspective, weand
arenew working
focused practices
on several keyare constantly
areas vital to developing.
our success Many employees are no
(e.g., software,
longer bound to physical locations, where and how we source our talent is evolving, and employee expectations
electrification, and data science). Ford continues to accelerate its efforts to attract new employees with diverse skill have
sets
shifted. From a growth perspective, we are focused on several key areas vital to our success (e.g., software,
and capabilities, and more resources have been dedicated to recruiting these employees, who are critical to supporting
electrification, and data science). Ford continues to accelerate its efforts to attract new employees with diverse skill sets
our business model.
and capabilities, and more resources have been dedicated to recruiting these employees, who are critical to supporting
our business model. perspective, we are leveraging best practices in assessments and talent management to strengthen
From a capability
our current capabilities and future pipeline while reinforcing a culture of belonging, collaboration, empowerment, and
From a capability
innovation. perspective,
The performance we are leveraging
management process isbest practices
reviewed in assessments
regularly to ensure weandset
talent management
clear tomeasure
expectations, strengthen
our current capabilities and future pipeline while reinforcing a culture of belonging, collaboration, empowerment,
individual performance, and reward appropriately. We are also creating targeted learning experiences, democratizing and
innovation. The performance management process is reviewed regularly to ensure we set clear expectations,
learning and career development opportunities across the organization, and empowering employees to design their own measure
individual performance,
career paths and reward targeted
with skill development appropriately.
for theWe areofalso
roles creating
today and thetargeted
future. learning experiences, democratizing
learning and career development opportunities across the organization, and empowering employees to design their own
career paths with skill development targeted for the roles of today and the future.

13

13

191177_Ford_2022_AR_1OK_R1.indd 17 2/6/23 1:35 PM


Item 1. Business (Continued)

ItemFinally,
1. Business (Continued)
the extent to which our People Leaders are equipped to care for, inspire, and empower our people plays a vital
role in our strategy, and we are committed to helping our leaders strengthen these capabilities with dedicated learning
paths Finally, the extent to which
and non-traditional ouropportunities.
learning People Leaders are
Our equipped tomechanism
Leadership+ care for, inspire, and empower
for developing PeopleourLeaders
people guides
plays ahow
vital
role in our strategy, and we are committed to helping our leaders strengthen these capabilities with dedicated
we think about performance management and how we assess our talent to meet our organizational needs. Leadership+ learning
paths and non-traditional
will continue learning
to prepare and opportunities.
empower our PeopleOur Leadership+
Leaders mechanism
to lead our for developing
teams through People
significant Leaders
change at our guides
Companyhow
we think about performance
and in our industry. management and how we assess our talent to meet our organizational needs. Leadership+
will continue to prepare and empower our People Leaders to lead our teams through significant change at our Company
and in our industry.
Employee Health and Safety

Employee
NothingHealth
is moreand Safety than the health, safety, and wellbeing of our employees, and we consistently strive to
important
achieve world-class levels of safety through the application of sound policies and best practices. We maintain a robust
Nothing
safety cultureisto
more important
reduce thaninjuries,
workplace the health, safety, and
supported wellbeing
by effective of our employees,
communication, and we
reporting, consistently
and strive to
external benchmarking.
achieve
We verify compliance with regulatory requirements as well as our internal safety standards and regularly reportatorobust
world-class levels of safety through the application of sound policies and best practices. We maintain
safety
Companyculture to reduce workplace
management injuries,
on key safety supported
issues, includingby effective incidents
significant communication,
and highreporting,
potentialand external benchmarking.
near-misses, to prevent
We verify compliance with regulatory requirements as well as our internal safety standards and regularly
recurrences. We also participate in multi-industry groups, within and outside the automotive sector, to share report to best
safety
Company management on key safety issues,
practices and collaborate to address common issues. including significant incidents and high potential near-misses, to prevent
recurrences. We also participate in multi-industry groups, within and outside the automotive sector, to share safety best
practices
Our Safety and collaborate to address common issues.
Record

OurAnySafety
lossRecord
of life or serious injury in the workplace is unacceptable and deeply regretted. Unfortunately, there were two
fatal incidents in 2022 in our China region. Another key safety indicator is our global lost-time case rate (“LTCR”), which is
Any as
defined loss
theofnumber
life or serious injury
of cases wherein the
oneworkplace is unacceptable
or more working anddue
days is lost deeply regretted. Unfortunately,
to work-related injury/illness perthere were two
200,000
fatal incidents
hours worked. inWhile
2022ourin our China
global LTCRregion. Another
remains key
stable safetythere
overall, indicator
was is
anour global to
increase lost-time
0.39 incase
2022ratefrom(“LTCR”), which is
0.35 in 2021.
defined
We as the number
will continue of cases
our efforts whereworkplace
to reduce one or more working days is lost due to work-related injury/illness per 200,000
injuries.
hours worked. While our global LTCR remains stable overall, there was an increase to 0.39 in 2022 from 0.35 in 2021.
We will continue
Employee our efforts
Wellbeing to reduce workplace injuries.
Initiatives

Employee Wellbeing
Our global, holisticInitiatives
approach to wellbeing encompasses the financial, social, mental/emotional, physical, and
professional needs of our employees. Foundational to our wellbeing philosophy is providing a broad array of resources
and Our global,
solutions toholistic
educate approach
employees,to wellbeing encompasses
build capability, and meettheindividual
financial, and
social, mental/emotional,
organizational wellbeingphysical,
needs and
and goals.
professional needs of our employees. Foundational to our wellbeing philosophy is providing a broad
Wellbeing is an integral part of our total rewards strategy as we work to address business and employee challenges array of resources
and solutions
through to educateapproach
a multi-channel employees, thatbuild capability,
provides and meet
our diverse individualand
populations andglobal
organizational wellbeing
regions flexibility andneeds and
choice to goals.
meet
Wellbeing is an integral
their specific needs. part of our total rewards strategy as we work to address business and employee challenges
through a multi-channel approach that provides our diverse populations and global regions flexibility and choice to meet
their specific needs.
We use data-driven insights gathered through surveys, focus groups, and claims data to understand employee needs
and prioritize our wellbeing efforts. We provide global wellbeing programs, such as Employee Assistance Programs and
We use data-driven
mindfulness insights
sessions, among gathered
other things.through surveys,
In addition, focus groups,
we provide and claims
employees data to understand
with experiences, employee
self-guided needs
tools, and
and prioritize our wellbeing efforts. We provide global wellbeing programs, such as Employee Assistance
social connection opportunities, as well as access to the professional support and resources they need to achieve their Programs and
mindfulness
own sense ofsessions,
wellbeing. among
We areother things. In
committed to addition, weenvironment
creating an provide employees with experiences,
where employees self-guided
and People Leaderstools,
careand
for
socialother
each connection opportunities,
as we deliver Ford+. as well as access to the professional support and resources they need to achieve their
own sense of wellbeing. We are committed to creating an environment where employees and People Leaders care for
each other Sentiment
Employee as we deliver Ford+.
Strategy

Employee Sentiment
We leverage Strategy
our ask/listen/observe framework to understand employee sentiment at Ford. This approach is a holistic
and consistent methodology that enables us to understand how employees are feeling in real time and act accordingly.
Our We leverage our
measurement ask/listen/observe
focuses framework
on several areas tokey
that are understand employee
to our business: sentimentMental
Employee at Ford.
andThis approach
Emotional is a holistic
Wellbeing,
and consistent methodology that enables us to understand how employees are feeling in real time and
Health & Safety, Employee Experience, Culture, DEI, Leadership, and Strategic Alignment. Our employee sentiment act accordingly.
Our measurement
surveys focuseswe
guide the actions ontake
several areas that
to address are keyconcerns
employee to our business: Employee
and related Mental
risks, and alsoand
helpEmotional Wellbeing,
us understand whether
Health & Safety, Employee Experience, Culture, DEI,
our efforts to drive change in these areas are effective. Leadership, and Strategic Alignment. Our employee sentiment
surveys guide the actions we take to address employee concerns and related risks, and also help us understand whether
our efforts to element
A critical drive change
of ourinmeasurement
these areas are effective.
program is ensuring that data ends up in the hands of those who are best
positioned to drive meaningful change. To this end, leaders at all levels have access to dashboards with data from their
A critical
teams element of our
and organizations, asmeasurement program
well as personalized is ensuring
next that data ends up
step recommendations in the hands
embedded of those
into action who are
planning best Our
tools.
positioned to drive
measurement meaningful
approach is alsochange. To thisour
used to inform end,areas
leaders at all as
of focus levels have accessand
an organization to dashboards
to evaluate with data from their
the effectiveness of
teamsinitiatives
talent and organizations,
across theas well as personalized next step recommendations embedded into action planning tools. Our
enterprise.
measurement approach is also used to inform our areas of focus as an organization and to evaluate the effectiveness of
talent initiatives across the enterprise.

14

14

191177_Ford_2022_AR_1OK_R1.indd 18 2/6/23 1:35 PM


Item 1. Business (Continued)

Item 1. Business
Employment Data(Continued)

Employment Data number of individuals employed by us and entities that we consolidated as of December 31 was as
The approximate
follows (in thousands):
The approximate number of individuals employed by us and entities that we consolidated as of December 31 was as
2021 2022
follows (in thousands):
North America 99 98
2021 2022
South America 4 4
North America 99 98
Europe 42 35
South America 4 4
China (including Taiwan) 3 4
Europe 42 35
International Markets Group 16 14
China (including Taiwan) 3 4
Total Automotive 164 155
International Markets Group 16 14
Ford Credit 5 5
Total Automotive 164 155
Mobility 2 0
Ford Credit 5 5
Corporate and Other 12 13
Mobility 2 0
Total Company 183 173
Corporate and Other 12 13
Total Company
The reduction in employees in 2022 is primarily a result of certain divestitures in Europe and in our 183 173
Mobility segment,
and the cessation of operations at certain plants in India.
The reduction in employees in 2022 is primarily a result of certain divestitures in Europe and in our Mobility segment,
and Substantially
the cessationall
of of
operations
the hourlyatemployees
certain plants in India.
in our Automotive operations are represented by unions and covered by
collective bargaining agreements. In the United States, approximately 99% of these unionized hourly employees in our
Substantially
Automotive all ofare
segment therepresented
hourly employees in our Automotive
by the International Union,operations are represented
United Automobile, by unions
Aerospace and covered by
and Agricultural
collective bargaining agreements. In the United States, approximately 99% of these unionized
Implement Workers of America (“UAW” or “United Auto Workers”). At December 31, 2022, approximately hourly employees in our
57,000 hourly
Automotive segment are represented by the International
employees in the United States were represented by the UAW. Union, United Automobile, Aerospace and Agricultural
Implement Workers of America (“UAW” or “United Auto Workers”). At December 31, 2022, approximately 57,000 hourly
employees in the United States were represented by the UAW.

15

15

191177_Ford_2022_AR_1OK_R1.indd 19 2/6/23 1:35 PM


ITEM 1A. Risk Factors.

We have listed below the material risk factors applicable to us grouped into the following categories: Operational
Risks; Macroeconomic, Market, and Strategic Risks; Financial Risks; and Legal and Regulatory Risks.

Operational Risks

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. We face various
risks related to public health issues, including epidemics, pandemics, and other outbreaks, including the global outbreak of
COVID-19. The impact of COVID-19, including changes in consumer behavior, pandemic fears and market downturns,
and restrictions on business and individual activities, has periodically created significant volatility in the global economy.
There have been extraordinary actions taken by international, federal, state, and local public health and governmental
authorities to contain and combat the outbreak and spread of COVID-19 in regions throughout the world, including travel
bans, quarantines, “stay-at-home” orders, and similar mandates for many individuals to substantially restrict daily activities
and for many businesses to curtail or cease normal operations. For example, in 2020, consistent with the actions taken
by governmental authorities, we idled our manufacturing operations in regions around the world before ultimately
resuming our manufacturing operations taking a phased approach and after introducing new safety protocols at our plants.
To the extent cases surge in any locations, stringent limitations on daily activities that may have been eased previously
could be reinstated in those areas. A future suspension of our manufacturing operations could have a significant adverse
effect on our financial condition and results of operations. Moreover, outbreaks in certain regions continue to cause
intermittent disruptions in our supply chain and local manufacturing operations. For example, in China, outbreaks of
COVID-19 have led the government to impose lockdowns and other restrictions, which have adversely affected our and
our supply chain’s production operations, our wholesales, and consumer demand for our products. Further, as new
strains or variants of COVID-19 or other viruses, diseases, or public health issues develop or sufficient amounts of
vaccines or treatments are not available, not widely administered for a significant period of time, or otherwise prove
ineffective, the impact of a widespread public health issue on the global economy, and, in turn, our financial condition,
liquidity, and results of operations could be material.

The predominant share of Ford Credit’s business consists of financing Ford and Lincoln vehicles, and the duration or
resurgence of public health issues such as COVID-19 may negatively impact the level of originations at Ford Credit. For
example, Ford’s suspension of manufacturing operations, a significant decline in dealer showroom traffic, and/or a
reduction of operations at dealers may lead to a significant decline in Ford Credit’s consumer and non-consumer
originations. Moreover, economic uncertainty and higher unemployment arising from widespread public health issues or
otherwise may result in higher defaults in Ford Credit’s consumer portfolio, and prolonged unemployment may have a
negative impact on both new and used vehicle demand.

As described in more detail below under “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 volatility created by COVID-19 adversely
affected Ford and Ford Credit’s access to the debt and securitization markets and its cost of funding, and any volatility in
the capital markets as a result of a public health issue or for any other reason could have an adverse impact on Ford and
Ford Credit’s access to those markets and its cost of funding.

The full impact of COVID-19 or any widespread public health issue on our financial condition and results of operations
will depend on the duration and scope of an outbreak (including any potential future waves, the emergence or re-
emergence of variants and their transmissibility, and the success of vaccination programs and treatments), its impact on
our customers, dealers, and suppliers, how quickly normal economic conditions, operations, and the demand for our
products can resume, and any permanent behavioral changes that the pandemic may cause. For example, the duration
of a suspension of manufacturing operations and a return to our full production schedule will depend, in part, on not only a
sufficient number of employees being able to return to work but also whether our suppliers and dealers have resumed
normal operations. Our Ford Blue, Ford Model e, and Ford Pro operations generally do not realize revenue while our
manufacturing operations are suspended, but we continue to incur operating and non-operating expenses, resulting in a
deterioration of our cash flow. Accordingly, any significant future disruption to our production schedule, regionally or
globally, whether as a result of our own or a supplier’s suspension of operations, could have a substantial adverse effect
on our financial condition, liquidity, and results of operations. Moreover, our supply and distribution chains may be
disrupted by supplier or dealer bankruptcies or their permanent discontinuation of operations triggered by a shutdown of
operations due to a widespread public health issue or for other reasons.

16

191177_Ford_2022_AR_1OK_R1.indd 20 2/6/23 1:35 PM


Item 1A. Risk Factors (Continued)

ItemPublic
1A. Risk Factors
health (Continued)
issues may also exacerbate other risks disclosed in our 2022 Form 10-K Report, including, but not
limited to, our competitiveness, demand or market acceptance for our products and services, and shifting consumer
Public health
preferences, issues
and our maytoalso
ability exacerbate
successfully other our
execute risksstrategy.
disclosed in our 2022 Form 10-K Report, including, but not
limited to, our competitiveness, demand or market acceptance for our products and services, and shifting consumer
preferences, and our
Ford is highly ability to successfully
dependent execute
on its suppliers our strategy.
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,
Ford
or raw is highlysuch
materials, dependent on its
as lithium, suppliers
cobalt, nickel,to deliver
graphite, components in accordance
and manganese, can disruptwithFord’s
Ford’sproduction
productionof
schedule
vehicles. Our products contain components that we source globally from suppliers who, in turn, sourcesemiconductors,
and specifications, and a shortage of or inability to acquire key components, such as components from
or raw
their materials,
suppliers. suchisas
If there a lithium,
shortagecobalt,
of a keynickel,
componentgraphite,
in our and manganese,
supply chain or acan disrupt
supplier Ford’stoproduction
is unable deliver a of
componentOur
vehicles. products
to us contain with
in accordance components that we source
our specifications, because globally
of a from suppliers
production who,
issue, in turn,
limited source components
availability of materials,from
their suppliers. If there is a shortage of a key component in our supply chain or a supplier is
shipping problems, restrictions on transactions with certain countries or companies, or other reason, and the componentunable to deliver a
component to us in accordance with our specifications, because of a production issue, limited availability
cannot be easily sourced from a different supplier, or we are unable to obtain a component on a timely basis, the shortage of materials,
shipping
may disruptproblems, restrictions
our operations on transactions
or increase our costswith certain countries
of production. or companies,
For example, or other reason,
the automotive industryand the component
continues to face a
cannot be easily sourced from a different supplier, or we are unable to obtain a component
significant shortage of semiconductors, which has a complex supply chain with long lead times required to increase on a timely basis, the shortage
may disruptand
production ourcapacity.
operations or increase
The shortage our costs
is due of production.
in large For example,
part to strong the automotive
cross-industry demand, whichindustry
hascontinues
presentedto face a
significant shortage of semiconductors, which has a complex supply chain with long
challenges and production disruptions globally, including at our assembly plants, and COVID-19-related work lead times required to increase
restrictions
production and capacity. The shortage is due in large part to strong cross-industry demand,
in various parts of the world have further impacted semiconductor production. Accordingly, we and our competitors who which has presented
challenges and production
need integrated circuits aredisruptions
experiencing globally,
variousincluding
levels ofatsemiconductor
our assembly plants,
impact.and COVID-19-related work restrictions
in various parts of the world have further impacted semiconductor production. Accordingly, we and our competitors who
needForintegrated circuitsofare
the production ourexperiencing various
electric vehicles, welevels of semiconductor
are dependent impact.
on the supply of batteries and the raw materials (e.g.,
lithium, cobalt, nickel, graphite, and manganese) used by our suppliers to produce those batteries. As we increase our
For theof
production production of our electric
electric vehicles, we expectvehicles, we are
our need for dependent
such materialson the supply of significantly.
to increase batteries andAt thetheraw materials
same (e.g.,
time, other
lithium, cobalt,
companies are nickel,
increasinggraphite, and manganese)
their production used
of electric by our suppliers
vehicles, which willtofurther
produce those batteries.
increase the demand Asfor
wesuch
increase
raw our
production As
materials. of electric
a result,vehicles,
we may we expect our
be unable need for
to acquire such
raw materials
materials to increase
needed significantly.
for electric At the same
vehicle production time, other
in sufficient
companies
amounts are
that areincreasing
responsibly their production
sourced or atofreasonable
electric vehicles,
prices. which will further
As described increase
below underthe “Todemand
facilitatefor such raw
access to the raw
materials.necessary
materials As a result, forwe themay be unable
production to acquire
of electric raw materials
vehicles, Ford has needed
entered forinto,
electric
and vehicle
expectsproduction
to continueintosufficient
enter into,
amounts that
multi-year are responsibly
commitments to raw sourced
materialorsuppliers
at reasonable prices.Ford
that subject As described below under
to risks associated with“To facilitate
lower futureaccess
demand to for
thesuch
raw
materials as
materials necessary for thethat
well as costs production
fluctuateofandelectric vehicles,
are difficult Ford has entered
to accurately forecast” into,
as and
well expects
as in thetoLiquidity
continueand to enter
Capital into,
multi-year
Resourcescommitments
section in Item to 7raw material
below, suppliers
we have thatinto,
entered subject
andFord to risks
expect associated
to continue withinto,
to enter lower futureagreements
offtake demand forand such
materials as well as costs that fluctuate and are difficult to accurately forecast” as well as in
other long-term purchase contracts that obligate us, subject to certain conditions such as quality or minimum output, to the Liquidity and Capital
Resources
purchase a section
certain in Item 7 below,
percentage we haveamount
or minimum entered ofinto,
outputandfrom
expect to continue
certain to enter
raw materials into, offtake
suppliers. agreements
In the event the and
other long-term purchase contracts that obligate us, subject to certain conditions such
supplier under those agreements or any of our or our suppliers’ raw material supply contracts is unable to deliveras quality or minimum output, to
sufficient
purchase a certain percentage or minimum amount of output from certain raw materials suppliers.
quantities of raw materials needed for our or our suppliers’ production operations, e.g., if a mine does not produce at In the event the
supplier
expectedunder
levels,those
or theagreements
raw materials or any of our
do not or our suppliers’
otherwise satisfy our raw material supply
requirements, andcontracts
we or ourissuppliers
unable toare deliver
unable sufficient
to find
quantities
an alternative resource with sufficient quantities, at reasonable prices, responsibly sourced, and in a timely manner,atit
of raw materials needed for our or our suppliers’ production operations, e.g., if a mine does not produce
expected
could impactlevels,
our or the raw
ability materials
to produce do notvehicles.
electric otherwise satisfy our requirements, and we or our suppliers are unable to find
an alternative resource with sufficient quantities, at reasonable prices, responsibly sourced, and in a timely manner, it
could A impact
shortage ourof,ability
or ourtoinability
producetoelectric
acquirevehicles.
or find adequate suppliers of, key components or raw materials as a result of
disruptions in the supply chain, capacity constraints, limited availability, competition for those items within the automotive
A shortage
industry of, or
and other our inability
sectors, to acquire
or otherwise canor find adequate
cause suppliers
a significant of, key
disruption components
to our productionorschedule
raw materials as aaresult of
and have
disruptions in the supply chain, capacity constraints, limited availability,
substantial adverse effect on our financial condition or results of operations. competition for those items within the automotive
industry and other sectors, or otherwise can cause a significant disruption to our production schedule and have a
substantial adverse
To facilitate effectto
access onthe
ourrawfinancial condition
materials or results
necessary forofthe
operations.
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
risksToassociated
facilitate access to the
with lower raw materials
future demand for necessary for the as
such materials production of electric
well as costs vehicles,and
that fluctuate Fordarehas entered
difficult to
into,
accurately forecast. We have announced plans to significantly increase our electric vehicle production volumes; Ford to
and expects to continue to enter into, multi-year commitments to raw material suppliers that subject
risks associated
however, our ability with lower future
to produce higherdemand
volumesfor such materials
of electric vehicles as well as costs
is dependent uponthatthe fluctuate
availabilityand are materials
of raw difficult to
accurately forecast. We have announced plans to significantly increase our electric vehicle
necessary for the production of batteries, e.g., lithium, cobalt, nickel, graphite, and manganese, among others. As production volumes;
however,
describedour
aboveability to produce
under “Ford ishigher
highly volumes
dependent of electric vehiclestoisdeliver
on its suppliers dependent upon theinavailability
components accordance of raw
with materials
Ford’s
necessary for the production of batteries, e.g., lithium, cobalt, nickel, graphite, and manganese,
production schedule and specifications, and a shortage of or inability to acquire key components, such as among others. As
described above or
semiconductors, under
raw “Ford is highly
materials, suchdependent
as lithium,on its suppliers
cobalt, to deliverand
nickel, graphite, components
manganese, in accordance
can disruptwith Ford’s
Ford’s production
production
of vehicles,”schedule andour
to facilitate specifications,
access to suchandraw a shortage
materials, of we
or inability to acquire
have entered into,key
andcomponents, such as
expect to continue to enter into,
semiconductors,
offtake agreements or raw
and materials, such as
other long-term lithium, contracts.
purchase cobalt, nickel,
Suchgraphite, and manganese,
agreements can disrupt
obligate us, subject Ford’sconditions
to certain production
of vehicles,”
such to facilitate
as quality or minimum our access to purchase
output, to such raw materials, we have entered
a certain percentage into, and
or minimum expect
amount of to continue
output from torawenter into,
material
offtake agreements
suppliers over an agreedand other
uponlong-term
period of purchase
time pursuant contracts. Such agreements
to an agreed upon purchase obligate
priceus, subject tothat
mechanism certain conditions
is typically
such asupon
based quality
theor minimum
market priceoutput,
of the to purchase
material at thea certain
time ofpercentage
delivery. or minimum amount of output from raw material
suppliers over an agreed upon period of time pursuant to an agreed upon purchase price mechanism that is typically
based upon the market price of the material at the time of delivery.

17

17

191177_Ford_2022_AR_1OK_R1.indd 21 2/6/23 1:35 PM


Item 1A. Risk Factors (Continued)

ItemUnlike
1A. RiskourFactors
historical(Continued)
arrangements with suppliers, which are typically annual commitments, under multi-year offtake
agreements and other long-term purchase contracts, the risks associated with lower-than-expected electric vehicle
Unlike our
production historical
volumes arrangements
or changes in batterywithtechnology
suppliers, that
which are typically
reduce the need annual commitments,
for certain raw materialsunder multi-year
are borne byofftake
Ford
agreements and other long-term purchase contracts, the risks associated with lower-than-expected
rather than our suppliers. In the event we do not purchase the materials pursuant to the terms of these agreements, electric vehicle even
production
if the supplier volumes or changes
finds another in battery
purchaser, we technology that reduce
may be obligated the needthe
to reimburse forsupplier
certain raw materials
for costs it incursare in
borne by Ford
finding the new
rather than our suppliers. In the event we do not purchase the materials pursuant to the
purchaser as well as any lost revenue attributable to the replacement purchaser paying a lower price than required under terms of these agreements, even
if the supplier finds another
the pricing mechanism in our agreement.purchaser, we may be obligated to reimburse the supplier for costs it incurs in finding the new
purchaser as well as any lost revenue attributable to the replacement purchaser paying a lower price than required under
the pricing
As a resultmechanism in our agreement.
of the competition for and limited availability of the raw materials needed for our electric vehicle business,
the costs of such materials are difficult to accurately forecast as they may fluctuate during the term of the offtake
As a result
agreements andofother
the competition for and limited
long-term purchase availability
contracts based on of the raw conditions.
market materials needed for ourwe
Accordingly, electric
may vehicle
be subjectbusiness,
to
the costs of such materials are difficult to accurately forecast as they may fluctuate during
increases in the prices we pay for those raw materials, and our ability to recoup such costs through increased pricing to the term of the offtake
agreements
our customers and other
may be long-term
limited. Aspurchase
a result, contracts based
our margins, on market
results conditions.
of operations, Accordingly,
financial condition, weand mayreputation
be subject to be
may
increases in the prices we pay for those raw materials, and our ability to recoup such
adversely impacted by commitments we make pursuant to offtake agreements and other long-term purchase contracts. costs through increased pricing to
our customers may be limited. As a result, our margins, results of operations, financial condition, and reputation may be
adversely
Ford’simpacted
long-term by competitiveness
commitments we make dependspursuant
on the to successful
offtake agreements
execution andofother
Ford+.long-term purchaseannounced
We previously contracts.
our plan for growth and value creation – Ford+. Ford+ is focused on delivering distinctive and increasingly electric
Ford’s
products pluslong-term
“Always-On” competitiveness depends and
customer relationships on the
usersuccessful
experiences. execution
Our Ford+ of Ford+. We previously
plan is designed announced
to leverage our
our plan for growth
foundational strengthsandtovalue
buildcreation – Ford+. –Ford+
new capabilities is focused
enriching customer on delivering
experiences distinctive and increasingly
and deepening loyalty. As electric
we
products plus
undertake this“Always-On”
transformation customer relationships
of our business, and user
we must experiences.
integrate our strategicOur initiatives
Ford+ plan is designed
into a cohesive tobusiness
leverage model,
our
foundational
and balance strengths
competingtopriorities,
build new orcapabilities
we will not –beenriching
successful.customer experiences
To facilitate and deepening
this transformation, weloyalty.
are making As wesubstantial
undertake
investments, thisrecruiting
transformation of ourand
new talent, business, we our
optimizing mustbusiness
integratemodel,
our strategic
managementinitiatives into aand
system, cohesive business model,
organization.
and
Accordingly, maintaining discipline in our capital allocation continues to be important, as a strong core businesssubstantial
balance competing priorities, or we will not be successful. To facilitate this transformation, we are making and a
investments,
balance sheetrecruiting new talent,
that provides and optimizing
the flexibility to invest our business
in these new model,
growth management
opportunities is system,
criticaland
to the organization.
success of our Ford+
Accordingly,
plan. If we are maintaining
unable to discipline
optimize our in our capital
capital allocation
allocation continues
among to be
vehicles, important,
services, as a strong
technology, andcore otherbusiness
calls onand a
capital,
balance sheet that provides the flexibility to invest in these new growth opportunities is
or we are otherwise not successful in executing Ford+ (or are delayed for reasons outside of our control), we may not becritical to the success of our Ford+
plan.
able toIfrealize
we arethe unable to optimize
full benefits of ourourplan,
capital allocation
which among
could have an vehicles, services,
adverse effect technology,
on our financial and other or
condition calls on capital,
results of
or
operations. Furthermore, if we fail to make progress on our plan at the pace that shareholders expect, it may lead not
we are otherwise not successful in executing Ford+ (or are delayed for reasons outside of our control), we may to anbe
able to realize the full benefits of our plan, which could have an adverse effect on our
increase in shareholder activism, which may disrupt the conduct of our business and divert management’s attention and financial condition or results of
operations.
resources. Furthermore, if we fail to make progress on our plan at the pace that shareholders expect, it may lead to an
increase in shareholder activism, which may disrupt the conduct of our business and divert management’s attention and
resources.
Ford’s vehicles could be affected by defects that result in delays in new model launches, recall campaigns, or
increased warranty costs. Government safety standards require manufacturers to remedy defects related to vehicle
Ford’s
safety throughvehicles
safety could be affected and
recall campaigns, by defects that result
a manufacturer in delays
is obligated toin newvehicles
recall model launches,
if it determines recall campaigns,
that the vehicles or
increased warranty costs. Government safety standards require manufacturers to remedy
do not comply with a safety standard. We may also be obligated to remedy defects or potentially recall our vehicles due defects related to vehicle
safety through
to defective safety recall
components campaigns,
provided to us and
by oura manufacturer
suppliers, arising is obligated
from their to quality
recall vehicles
issues or if itotherwise.
determines that the vehicles
NHTSA’s
do not comply with a safety standard. We may also be obligated to remedy defects or
enforcement strategy has resulted in significant civil penalties being levied and the use of consent orders requiring potentially recall our vehiclesdirect
due
to defective components provided to us by our suppliers, arising from their quality issues
oversight by NHTSA of certain manufacturers’ safety processes, a trend that could continue. Should we or government or otherwise. NHTSA’s
enforcement
safety regulators strategy has resulted
determine in significant
that a safety or othercivil penalties
defect being levied and
or a noncompliance the use
exists with of consent
respect orders requiring
to certain direct
of our vehicles
oversight by NHTSA of certain manufacturers’ safety processes, a trend that could continue.
prior to the start of production, the launch of such vehicle could be delayed until such defect is remedied. The cost of Should we or government
safety regulators
recall and customer determine that actions
satisfaction a safetytoorremedy
other defect
defectsor in
a noncompliance
vehicles that have exists
been with respect
sold couldto becertain of our vehicles
substantial,
prior to the start of production, the launch of such vehicle could be delayed until such
particularly if the actions relate to global platforms or involve defects that are identified years after production.defect is remedied. The cost
For of
recall and customer satisfaction actions to remedy defects in vehicles that have been
example, NHTSA and the automotive industry are currently engaged in a study of the safety of approximately 56 millionsold could be substantial,
particularly
Takata if the actions
desiccated airbagrelate to global
inflators in the platforms or involve
United States. defects
Of these, that are identified
approximately three andyears aftermillion
a half production. For
of the inflators are
example,
in NHTSA
our vehicles. and the
Should automotive
NHTSA determineindustry
thatare
thecurrently engageda in
inflators contain a study
safety of the
defect, safety
Ford andofotherapproximately
manufacturers 56 million
could
Takata desiccated
potentially airbag inflators
face significant incrementalin therecall
United States.
costs. Of these,
Further, to theapproximately
extent recall and three and a half
customer million of actions
satisfaction the inflators
relateare
to
in our vehicles.
defective Shouldwe
components NHTSA
receive determine that theour
from suppliers, inflators
ability contain
to recovera safety
from thedefect, Ford and
suppliers mayother manufacturers
be limited could
by the suppliers’
potentially
financial face significant
condition. incremental
We accrue recall costs.
the estimated cost ofFurther,
both base to the extentcoverages
warranty recall and andcustomer satisfaction
field service actionsactions
at therelate
time ato
defective
vehicle is components
sold, and wewe receive from
reevaluate suppliers,ofour
the adequacy ourability
accrualsto recover from the
on a regular suppliers
basis. may befrom
In addition, limited
timebytothe suppliers’
time, we
financial
issue condition.
extended We accrue
warranties at ourtheexpense,
estimated thecost of both cost
estimated baseofwarranty
which iscoverages
accrued atand the field
time service actions
of issuance. at additional
For the time a
vehicle is sold,
information and wewarranty
regarding reevaluateandthe adequacy
field of our costs,
service action accruals on a regular
including basis. for
our process In addition,
establishing fromour time to time,see
reserves, we
issue extended warranties at our expense, the estimated cost of which is accrued at the
“Critical Accounting Estimates” in Item 7 and Note 25 of the Notes to the Financial Statements. If warranty costs are time of issuance. For additional
information
greater thanregarding
anticipated warranty and of
as a result field service action
increased vehiclecosts, including our
and component process for
complexity, theestablishing
adoption of our newreserves, see or
technologies,
“Critical Accounting Estimates” in Item 7 and Note 25 of the Notes to the Financial Statements.
otherwise, such costs could have an adverse effect on our financial condition or results of operations. Furthermore, If warranty costs are
greater than anticipated
launch delays, as a result
recall actions, of increased
and increased vehicle
warranty andcould
costs component
adversely complexity,
affect our the adoption or
reputation of market
new technologies,
acceptanceor of
otherwise, such costs could have an adverse effect on our financial condition or results
our products as discussed below under “Ford’s new and existing products and digital, software, and physical services areof operations. Furthermore,
launch
subject delays,
to market recall actions, and
acceptance and increased warranty
face significant costs could
competition from adversely
existing and affect ourentrants
new reputation or market
in the automotive acceptance of
and digital
our products as discussed below under “Ford’s new and existing products and digital,
and software services industries, and its reputation may be harmed if it is unable to achieve the initiatives it has software, and physical services are
subject to market acceptance and face significant competition from existing and new entrants in the automotive and digital
announced.”
and software services industries, and its reputation may be harmed if it is unable to achieve the initiatives it has
announced.”
18

18

191177_Ford_2022_AR_1OK_R1.indd 22 2/6/23 1:35 PM


Item 1A. Risk Factors (Continued)

ItemFord
1A. Risk
mayFactors
not realize(Continued)
the anticipated benefits of existing or pending strategic alliances, joint ventures,
acquisitions, divestitures, restructurings, or new business strategies. We have invested in, formed strategic
Ford with,
alliances may andnot realize
announced the anticipated
or formed joint benefits
ventures of with
existing or pending
a number strategic
of companies, and alliances,
we may joint expand ventures,
those
acquisitions, divestitures, restructurings, or new business strategies. We have
relationships or enter into similar relationships with additional companies. These initiatives typically involve invested in, formed strategic
enormous
alliances
complexity, with,
mayand announced
require or formed
a significant jointofventures
amount capital, with a number
and may of acompanies,
involve and we may
lengthy regulatory expand
approval those As a
process.
relationships
result, we may ornot
enter
be into
ablesimilar relationships
to complete with transactions,
anticipated additional companies. Thesebenefits
the anticipated initiatives typically
of these involve enormous
transactions may not be
complexity, may require a significant amount of capital, and may involve a lengthy
realized, or the benefits may be delayed. For example, we may not successfully integrate an alliance or regulatory approval process. As a with
joint venture
result, we may not be able to complete anticipated transactions, the anticipated benefits
our operations, including the implementation of our controls, systems, procedures, and policies, or unforeseen expenses of these transactions may not be
realized, or the benefits may be delayed. For example, we may not successfully integrate
or liabilities may arise that were not discovered during due diligence prior to an investment or entry into a strategic an alliance or joint venture with
our operations, including the implementation of our controls, systems, procedures, and
alliance, or a misalignment of interests may develop between us and the other party. Further, to the extent we share policies, or unforeseen expenses
or liabilities control,
ownership, may arise or that were not discovered
management with anotherduringparty due
in a diligence priorour
joint venture, to an investment
ability to influenceor entry into aventure
the joint strategic
may be
alliance, or a misalignment of interests may develop between us and the other party.
limited, and we may be unable to prevent misconduct or implement our compliance or internal control systems. Further, to the extent we share
In order to
ownership,
secure critical control, or management
materials for production withof another party in a we
electric vehicles, joint venture,
have enteredourinto
ability
andtoplaninfluence the joint
to continue to venture
enter intomay be
offtake
limited,
agreements and other long-term purchase contracts with raw materials suppliers and make investments in certain raw to
and we may be unable to prevent misconduct or implement our compliance or internal control systems. In order
secure
materialcritical materials
and battery for production
suppliers; however, ofwe
electric
may vehicles,
not realizewe have
the entered benefits
anticipated into and of plan to continue
these actions and to enter into offtake
our efforts to
agreements and other long-term purchase contracts with raw materials suppliers and make
have such suppliers, particularly those in less developed markets, adopt Ford’s sustainability and other standards may investments in certain raw be
material
unsuccessful,and battery
which suppliers;
could havehowever,
an adversewe may
impact noton
realize the anticipated
our reputation. benefits
In addition, a of these actions
restructuring andimplementation
or the our efforts to of
have such suppliers, particularly those in less developed markets, adopt Ford’s sustainability
a new or different business strategy may lead to the disruption of our existing business operations, including distracting and other standards may be
unsuccessful, which could have an adverse impact on our reputation. In addition, a restructuring
management from current operations. Results of operations from new activities may be lower than our existing activities, or the implementation of
a new or different business strategy may lead to the disruption of our existing business
and, if a strategy is unsuccessful, we may not recoup our investments, which may be significant, in that strategy. operations, including distracting
management
Moreover, we from may current
continueoperations. Results
to have financial of operations
exposure froma new
following activities
strategic may beorlower
divestiture than our
cessation existing activities,
of operations in a
and, if a and
market, strategy is unsuccessful,
restructuring actions maywe maycausenotus
recoup oursignificant
to incur investments,costs,which may
record be significant,
impairments in thatcharges,
or other strategy.subject us
Moreover,
to potentialwe may from
claims continue to have suppliers,
employees, financial exposure
dealers, or following a strategic
governmental divestiture
authorities or cessation
or harm of operations
our reputation. Failureinto
a
market, and restructuring
successfully and timely realizeactionsthemay cause us
anticipated to incurofsignificant
benefits costs, record
the transactions impairments
or strategies describedor other
hereincharges, subject
could have an us
to potential
adverse claims
effect on ourfrom employees,
financial suppliers,
condition dealers,
or results or governmental authorities or harm our reputation. Failure to
of operations.
successfully and timely realize the anticipated benefits of the transactions or strategies described herein could have an
adverse effect onsystems,
Operational our financial condition
security or results
systems, of operations.
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
Operational
dealers. We relysystems, security
on information systems,
technology vehicles,
networks andand services
systems, couldin-vehicle
including be affected by cyber
systems and incidents,
mobile devices,
ransomware
some of which are managed by suppliers, to process, transmit, and store electronic information thatsuppliers
attacks, and other disruptions and impact Ford and Ford Credit as well as their is important and to the
dealers. We rely on information technology networks and systems, including in-vehicle
operation of our business, our vehicles, and the services we offer. Despite security measures, we are at risk for systems and mobile devices,
some of whichoutages,
interruptions, are managed by suppliers,of:
and compromises to (i)
process, transmit,
operational and store
systems electronic
(including information
business, financial,that is important
accounting, to the
product
operation of our business, our vehicles, and the services we offer. Despite security measures,
development, consumer receivables, data processing, or manufacturing processes); (ii) facility security systems; and/or we are at risk for
interruptions,
(iii) in-vehicle outages,
systems or and compromises
mobile devices, of: (i) operational
whether caused by systems (including
a ransomware or business,
other cyber financial, accounting,
attack, security product
breach, or
development, consumer receivables, data processing, or manufacturing processes);
other reasons, e.g., a natural disaster, fire, acts of terrorism or war, or an overburdened infrastructure system. Such(ii) facility security systems; and/or
(iii) in-vehicle
incidents could systems
materiallyor mobile
disruptdevices,
operationalwhether
systems;caused by in
result a ransomware or other or
loss of trade secrets cyber
other attack, security
proprietary or breach, or
competitively
other reasons, e.g., a natural disaster, fire, acts of terrorism or war, or an overburdened
sensitive information; compromise the privacy of personal information of consumers, employees, or others; jeopardize the infrastructure system. Such
incidents
security ofcould materially
our facilities; disrupt
affect theoperational
performance systems; resultsystems
of in-vehicle in loss ofortrade secrets
services or other
we offer; proprietary
and/or impact or thecompetitively
safety of our
sensitive information; compromise the privacy of personal information of consumers,
vehicles. This risk exposure rises as we continue to develop and produce vehicles with increased connectivity. employees, or others; jeopardize the
Moreover,
security of our facilities; affect the performance of in-vehicle systems or services we offer;
we, our suppliers, and our dealers have been the target of cyber attacks in the past, and such attacks will continue and and/or impact the safety of our
vehicles.
evolve in the Thisfuture,
risk exposure
which may rises as we
cause continue
cyber incidentsto develop
to be moreand difficult
producetovehicles
detect for with increased
periods connectivity.
of time. Our networks Moreover,
and
we,
in-vehicle systems, sharing similar architectures, could also be impacted by, or a data breach may result from, the and
our suppliers, and our dealers have been the target of cyber attacks in the past, and such attacks will continue
evolve
negligence in the orfuture, which of
misconduct may causeorcyber
insiders third incidents
parties who to be
havemore difficult
access to detect
to our networksfor periods of time.We
and systems. Our networks and
continually
in-vehicle
employ capabilities, processes, and other security measures designed to reduce and mitigate the risk of cyber the
systems, sharing similar architectures, could also be impacted by, or a data breach may result from, attacks,
negligence
and we relyor onmisconduct
our suppliers of insiders
to do theorsame
third for
parties
their who have access
operations; however, to our
wenetworks
may not and systems.
be aware of allWe continually and
vulnerabilities
employ capabilities,
such preventative processes,
measures and other
cannot providesecurity
absolute measures
securitydesigned
and may to notreduce and mitigate
be sufficient the risk of cyber
in all circumstances or attacks,
mitigate all
and
potential risks, including potential production disruption. Moreover, a cyber incident could harm our reputation, causeand
we rely on our suppliers to do the same for their operations; however, we may not be aware of all vulnerabilities
such preventative
customers measures
to lose trust in ourcannot
securityprovide absolute
measures, and/orsecurity
subject andusmay not be sufficient
to regulatory actions in orall circumstances
litigation, which may or mitigate
result inall
potential risks, including potential production disruption. Moreover, a cyber incident
fines, penalties, judgments, or injunctions, and a cyber incident involving us or one of our suppliers could impact could harm our reputation, cause
customers
production,to lose
our trust in
internal our security
operations, or measures,
our ability to and/or subject
deliver productsus toandregulatory
servicesactions or litigation, which may result in
to our customers.
fines, penalties, judgments, or injunctions, and a cyber incident involving us or one of our suppliers could impact
production, our internal operations, or our ability to deliver products and services to our customers.

19

19

191177_Ford_2022_AR_1OK_R1.indd 23 2/6/23 1:35 PM


Item 1A. Risk Factors (Continued)

ItemFord’s
1A. Risk Factors (Continued)
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
Ford’s
change, production,
financial as well
distress, as Ford’s
production suppliers’capacity
difficulties, production, and/or the
limitations, abilityfactors.
or other to deliver products
A work to or other
stoppage
consumers could be disrupted by labor issues, natural or man-made disasters, adverse effects of climate
limitation on production could occur at Ford’s facilities, at a facility in its supply chain, or at one of its logistics providers for
change,
any number financial distress,
of reasons, production
including difficulties,
as a result capacity
of labor issues, limitations,
including or other
shortages A work stoppage
factors.employees,
of available disputesor under
other
limitation on production could occur at Ford’s facilities, at a facility in its supply chain, or at one of its
existing collective bargaining agreements with labor unions or in connection with negotiation of new collective bargaining logistics providers for
any number of reasons, including as a result of labor issues, including shortages of available
agreements, absenteeism, public health issues (e.g., COVID-19), stay-at-home orders, or in response to potential employees, disputes under
existing collective
restructuring actionsbargaining agreements
(e.g., plant closures);with
as alabor
resultunions or in connection
of supplier with negotiation
financial distress of new collective
or other production bargaining
constraints, such as
agreements, absenteeism, public health issues (e.g., COVID-19), stay-at-home orders, or in response
limited quantities of components, including but not limited to semiconductors, or raw materials, quality issues, capacity to potential
restructuring
limitations, oractions (e.g., plantasclosures);
other difficulties; a result ofasaanatural
result of supplier
disaster financialclimate-related
(including distress or other production
physical risk);constraints, such or
cyber incidents; as
limited quantities of components, including but not limited to semiconductors, or raw materials,
for other reasons. Further, the limited availability of components, labor shortages, COVID-19, and supplier operating quality issues, capacity
limitations,
issues has or ledother
to andifficulties;
inconsistentasproduction
a result of schedule
a natural disaster (including
at our facilities. climate-related
This has exacerbatedphysical risk); cyber
the disruption toincidents;
our or
for other reasons. Further, the limited availability of components, labor
suppliers’ operations, which, in turn, has led to higher costs and production shortfalls. shortages, COVID-19, and supplier operating
issues has led to an inconsistent production schedule at our facilities. This has exacerbated the disruption to our
suppliers’
Given operations,
the worldwide which, in turn,
scope of ourhas led tochain
supply higherandcosts and production
operations, we and shortfalls.
our suppliers face a risk of disruption or
operating inefficiencies that may increase costs due to the adverse physical effects of climate change, which are predicted
Given the
to increase theworldwide
frequencyscope of our supply
and severity chainand
of weather andother
operations,
natural we and our
events, e.g.,suppliers
wildfires,face a risk of
extended disruption
droughts, andor
operating inefficiencies that may increase costs due to the adverse physical effects of climate change, which
extreme temperatures. In addition, in the event a weather-related event, strike, international conflict, or other occurrence are predicted
to increase the frequency and severity of weather and other natural events, e.g., wildfires, extended droughts,
limits the ability of freight carriers to deliver components and other materials from suppliers to us or logistics providers to and
extreme
transporttemperatures.
our vehicles forInan addition,
extendedin the event
period of a weather-related
time, it may increaseevent,
our strike, international
costs and conflict, orimpact
delay or otherwise other occurrence
both our
limits the ability of freight carriers to deliver components and
production operations and customers’ ability to receive our vehicles. other materials from suppliers to us or logistics providers to
transport our vehicles for an extended period of time, it may increase our costs and delay or otherwise impact both our
production operations and
Many components used customers’ abilityare
in our vehicles to receive
availableouronly
vehicles.
from a single or limited number of suppliers and, therefore,
cannot be re-sourced quickly or inexpensively to another supplier (due to long lead times, new contractual commitments
that Many
may becomponents
required byused in our
another vehicles
supplier are available
before ramping uponlytofrom a single
provide or limited number
the components of suppliers
or materials, etc.). and,
Suchtherefore,
suppliers
cannot be re-sourced quickly or inexpensively to another supplier (due to long lead times,
also could threaten to disrupt our production as leverage in negotiations. In addition, when we undertake a model new contractual commitments
that may be required
changeover, bydowntime
significant another supplier before
at one or moreramping up to provide
of our production the components
facilities or materials,
may be required, and ouretc.).
abilitySuch suppliers
to return to
also could threaten to disrupt our production as leverage in negotiations. In addition, when we undertake
full production may be delayed if we experience production difficulties at one of our facilities or a supplier’s facility. a model
changeover,
Moreover, assignificant downtime at one
vehicles, components, and or more
their of our production
integration become more facilities may be
complex, werequired,
may faceand an our ability to
increased return
risk of a to
full production may be delayed if we experience production difficulties at one of our facilities or a
delay in production of new vehicles. Regardless of the cause, our ability to recoup lost production volume may be limited. supplier’s facility.
Moreover,
Accordingly,asavehicles, components,
significant disruption toand ourtheir integration
production become
schedule more
could havecomplex, we may
a substantial face aneffect
adverse increased
on ourrisk of a
financial
delay
condition or results of operations and may impact our strategy to comply with fuel economy standards as discussedlimited.
in production of new vehicles. Regardless of the cause, our ability to recoup lost production volume may be below
Accordingly,
under “Ford may a significant
need to disruption
substantially to our production
modify its productschedule
plans andcouldfacilities
have a to substantial
comply with adverse
safety,effect on our fuel
emissions, financial
condition
economy,or results of operations
autonomous and may impact
driving technology, our strategy
environmental, and to comply
other with fuel economy standards as discussed below
regulations.”
under “Ford may need to substantially modify its product plans and facilities to comply with safety, emissions, fuel
economy,
Ford’sautonomous driving technology,
ability to maintain a competitive environmental,
cost structure andcould
other regulations.”
be affected by labor or other constraints. The
vast majority of the hourly employees in our Ford Blue and Ford Model e manufacturing operations in the United States
and Ford’s
Canadaability to maintain
are represented byaunions
competitive cost structure
and covered could
by collective be affected
bargaining by labor These
agreements. or other constraints.
agreements The
provide
vast majoritywage
guaranteed of theand
hourly employees
benefit in our Fordthe
levels throughout Blue and Ford
contract termModel e manufacturing
and some operations
degree of income in the
security, United
subject toStates
certain
and CanadaThese
conditions. are represented
agreements bymay
unions and our
restrict covered
abilitybytocollective bargaining
close plants agreements.
and divest businesses.These agreements
A substantial provide
number of our
guaranteed in
employees wage
otherand benefit
regions arelevels throughout
represented the contract
by unions term and some
or government degree
councils, and of income security,
legislation or custom subject to certain
promoting
conditions.
retention These agreements
of manufacturing mayemployment
or other restrict our ability
in the to close
state, plants or
country, and divestmay
region businesses.
constrain Aassubstantial
a practicalnumber of our
matter our
employees
ability to sellinorother regions
close are represented
manufacturing or other by unions or government councils, and legislation or custom promoting
facilities.
retention of manufacturing or other employment in the state, country, or region may constrain as a practical matter our
ability to sellability
Ford’s or close
to manufacturing or other
attract and retain facilities.
talented, diverse, and highly skilled employees is critical to its success and
competitiveness. Our success depends on our ability to continue to recruit and retain talented and diverse employees
whoFord’s ability
are highly to attract
skilled and retain
in engineering, talented,
software, diverse,(including
technology and highly skilled
digital employees
capabilities and is critical to its
connectivity), success and
marketing, and
competitiveness. Our success depends on our ability to continue to recruit and retain talented
finance, among other areas. Competition for such employees is intense, which has led to an increase in compensation and diverse employees
who are highly
throughout a tightskilled
labor inmarket,
engineering, software, technology
and, accordingly, may increase (including
costs digital capabilities
for employers. Weand
have connectivity),
struggled tomarketing, and
hire and retain
finance, among other areas. Competition for such employees is intense, which has led to an increase
salaried, skilled hourly, and production hourly employees in some of our manufacturing and parts, supplies, and logistics in compensation
throughout
locations. In a addition
tight labor to market, and, accordingly,
compensation may increase
considerations, current andcosts for employers.
potential employees Weare
have struggled placing
increasingly to hire and
a retain
salaried, skilled hourly, and production hourly employees in some of our manufacturing and parts,
premium on various intangibles, such as working for companies with a clear purpose and strong brand reputation, flexible supplies, and logistics
locations. In additionand
work arrangements, to compensation considerations,
other considerations, such as current
embracingandsustainability
potential employees are increasingly
and diversity, equity, andplacing a
inclusion
premium
initiatives. If we are not perceived as an employer of choice, we may be unable to recruit highly skilled employees.flexible
on various intangibles, such as working for companies with a clear purpose and strong brand reputation,
work arrangements,
Further, and other
if we lose existing considerations,
employees suchskills,
with needed as embracing
or we aresustainability and and
unable to upskill diversity,
developequity, and inclusion
existing employees,
initiatives. If we are not perceived as an employer of choice, we may be unable to recruit highly
particularly with the introduction of new technologies, it could have a substantial adverse effect on our business. skilled employees.
Further, if we lose existing employees with needed skills, or we are unable to upskill and develop existing employees,
particularly with the introduction of new technologies, it could have a substantial adverse effect on our business.

20

20

191177_Ford_2022_AR_1OK_R1.indd 24 2/6/23 1:35 PM


Item 1A. Risk Factors (Continued)

Item 1A. Risk Factors


Macroeconomic, (Continued)
Market, and Strategic Risks

Macroeconomic,
Ford’s new and Market,
existingandproducts
Strategicand Risks
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
Ford’sservices
software new andindustries,
existing products and digital,
and its reputation software,
may be harmedand ifphysical services
it is unable are subject
to achieve to marketit has
the initiatives
acceptance and face significant competition from existing and new entrants
announced. Although we conduct extensive market research before launching new or refreshed vehicles in the automotive and digital and
and introducing
software services industries, and its reputation may be harmed if it is unable to achieve the
new services, many factors both within and outside our control affect the success of new or existing products and services initiatives it has
announced. Although
in the marketplace, andwe weconduct
may notextensive
be able tomarket research
accurately before
predict launching
or identify new ortrends
emerging refreshed vehicles and
or preferences introducing
or the
new
success of new products or services in the market. It takes years to design and develop a new vehicle or change services
services, many factors both within and outside our control affect the success of new or existing products and an
in the marketplace,
existing and wecustomers’
vehicle. Because may not bepreferences
able to accurately
may changepredictquickly,
or identify emerging
our new trends or
and existing preferences
products may notor the
generate
success of new products
sales in sufficient or services
quantities in the
and at costs lowmarket.
enoughItto takes years to design
be profitable and recoupand develop
investment a new vehicle
costs. or change
Offering vehiclesan and
existing vehicle. Because customers’ preferences may change quickly, our new and existing products
services that customers want and value can mitigate the risks of increasing price competition and declining demand, but may not generate
sales in sufficient
products quantities
and services that areandperceived
at costs low enough
to be to be profitable
less desirable (whether and in recoup
terms ofinvestment costs.
price, quality, Offering
styling, vehicles
safety, overalland
services that customers want and value can mitigate the risks of increasing price competition and declining
value, fuel efficiency, or other attributes) can exacerbate these risks. For example, if we are unable to differentiate our demand, but
products and services that are perceived to be less desirable (whether in terms of price, quality, styling,
products and services from those of our competitors, develop innovative new products and services, or sufficiently tailor safety, overall
value, fuel efficiency,
our products or other
and services attributes) in
to customers can exacerbate
other markets,these
thererisks.
could For example, ifdemand
be insufficient we are unable
for our to differentiate
products and our
products and services from those of our competitors, develop innovative new
services, which could have an adverse impact on our financial condition or results of operations.products and services, or sufficiently tailor
our products and services to customers in other markets, there could be insufficient demand for our products and
services, which could
With increased have an interconnectedness
consumer adverse impact on our financial
through conditionsocial
the internet, or results
media,of operations.
and other media, mere allegations
relating to quality, safety, fuel efficiency, sustainability, corporate social responsibility, or other key attributes can negatively
impactWith increased
our reputationconsumer
or market interconnectedness
acceptance of our through
productsthe or internet,
services,social media,such
even where and other media,prove
allegations meretoallegations
be
relating to quality,
inaccurate safety, fuel
or unfounded. efficiency,
Further, sustainability,
our ability corporate
to successfully growsocial responsibility,
through or other key
capacity expansion andattributes
investmentscan innegatively
the
impactofour
areas reputation orconnectivity,
electrification, market acceptance of our
digital and products
physical or services,
services, even where
and software such
services allegations
depends provefactors,
on many to be
inaccurateadvancements
including or unfounded.inFurther,
technology,our ability to successfully
regulatory grow through development
changes, infrastructure capacity expansion
(e.g., aand investments
widespread in the
vehicle
areas of electrification,
charging network), and connectivity,
other factorsdigital and
that are physical
difficult services,
to predict, and
that software
may services
significantly depends
affect on many
the future factors,
of electric and
including advancements
autonomous in technology,
vehicles, digital and physical regulatory
services, changes, infrastructure
and software services.development
The automotive,(e.g.,software,
a widespread vehicleservice
and digital
charging network),
businesses are veryand other factors
competitive and that are difficult to
are undergoing predict,
rapid that may
changes. significantly
Traditional affect the
competitors arefuture of electric
expanding theirand
offerings,
autonomous
and new types vehicles, digital and
of competitors physical services,
(particularly in our areasandofsoftware
strength,services. The trucks,
e.g., pick-up automotive, software,
utilities, and digitalvehicles)
and commercial service
businesses are very
that may possess competitive
superior and are
technology, undergoing
may rapid changes.
have business models with Traditional competitors
certain aspects that arearemore
expanding their
efficient, offerings,
and are not
and newtotypes
subject of competitors
the same (particularly
level of fixed in our
costs as us, areareas of strength,
entering the market.e.g.,This
pick-up
leveltrucks, utilities, and
of competition commercial
increases vehicles)
the importance
that
of ourmay possess
ability superiordevelop,
to anticipate, technology, andmay have
deliver business
products and models
serviceswith certain
that aspects
customers that are
desire on amore
timelyefficient,
basis, in and are not
quantities
subject to the same level of fixed costs as us, are
in line with demand, and at costs low enough to be profitable. entering the market. This level of competition increases the importance
of our ability to anticipate, develop, and deliver products and services that customers desire on a timely basis, in quantities
in line
Wewith
havedemand,
announcedand atourcosts
intentlowto enough
continuetomaking
be profitable.
multi-billion dollar investments in electrification and software
services. Our plans include offering electrified versions of many of our vehicles, including the F-150 Lightning and E-
We have
Transit. If theannounced our intent to
market for electrified continue
vehicles doesmaking multi-billion
not develop at thedollar investments
rate we in electrification
expect, even and framework
if the regulatory software
services. Our plans include offering electrified versions of many of our vehicles, including the F-150
encourages a rapid adoption of electrified vehicles, there is a negative perception of our vehicles or about electric Lightning andvehicles
E-
Transit. If the market for electrified vehicles does not develop at the rate we expect, even if the regulatory
in general, or if consumers prefer our competitors’ vehicles, there could be an adverse impact on our financial condition or framework
encourages a rapid adoption
results of operations. Further,ofas
electrified
discussed vehicles, there “Ford
below under is a negative
may need perception of our vehicles
to substantially modify its or product
about electric
plans vehicles
and
in general, or if consumers prefer our competitors’ vehicles, there could be an adverse impact on
facilities to comply with safety, emissions, fuel economy, autonomous driving technology, environmental, and other our financial condition or
results of operations.
regulations,” lower than Further,
planned asmarket
discussed below under
acceptance of our“Ford may may
vehicles needimpact
to substantially modify
our strategy its product
to comply plans
with fuel and
economy
facilities
standards. to comply with safety, emissions, fuel economy, autonomous driving technology, environmental, and other
regulations,” lower than planned market acceptance of our vehicles may impact our strategy to comply with fuel economy
standards.
Ford is addressing its impact on climate change aligned with the United Nations Framework Convention on Climate
Change (Paris Agreement) by working to reduce our carbon footprint over time across our vehicles, operations, and
Ford
supply is addressing
chain. We haveits impact oninterim
announced climateemissions
change aligned
targetswith the United
approved by theNations
Science Framework Convention
Based Targets on(SBTi)
initiative Climateand
Change (Paris Agreement) by working to reduce our carbon footprint over time across our vehicles,
made other statements about similar initiatives, e.g., our expected electric vehicle volumes in future years. Achievement operations, and
supply
of thesechain. We have
initiatives announced
will require interim
significant emissions and
investments targets
the approved by theof
implementation Science Based Targets
new processes; initiative
however, there(SBTi)
is no and
made other statements about similar initiatives, e.g., our expected electric vehicle volumes in
assurance that the desired outcomes will be achieved. To the extent we are unable to achieve these initiatives or our future years. Achievement
of these initiatives
transition will require
to electrification significant
is slower investments
than expected, and harm
it may the implementation
our reputation of ornew
we mayprocesses; however,
not otherwise therethe
receive is no
assurancereturn
expected that the
on desired outcomesFor
the investment. willexample,
be achieved.
we are Toexposed
the extent we are unable
to reputational risktoifachieve
we do notthese initiatives
reduce vehicleorCO
our2
transition toinelectrification
emissions is slower
line with our targets or than expected,with
in compliance it may harm ourregulations.
applicable reputation or we may
Further, not
our otherwiseand
customers receive the
investors
expectedhow
evaluate return onwe
well theare
investment.
progressing For onexample, we are climate
our announced exposedgoalsto reputational risk if we
and aspirations, anddo not are
if we reduce
not onvehicle
trackCO
to 2
emissions
achieve in line
those withand
goals ouraspirations
targets or inoncompliance with or
a timely basis, applicable regulations.
if the expectations Further,
of our our customers
customers and investors
and investors change and
evaluate
we do nothow well we are
adequately progressing
address on our announced
their expectations, climatecould
our reputation goalsbeand aspirations,
impacted, andand if we are
customers notchoose
may on tracktoto
achieve those
purchase goals and
the products aspirations
and services of,on investors
a timely basis, or if thetoexpectations
may choose invest in, and of suppliers
our customers and investors
and vendors may choosechange toand
do
we do notwith
business adequately address their expectations, our reputation could be impacted, and customers may choose to
other companies.
purchase the products and services of, investors may choose to invest in, and suppliers and vendors may choose to do
business with other companies.

21

21

191177_Ford_2022_AR_1OK_R1.indd 25 2/6/23 1:35 PM


Item 1A. Risk Factors (Continued)

ItemMoreover,
1A. Risk Factors (Continued)
new offerings, including those related to electric vehicles and autonomous driving technologies, may
present technological challenges that could be costly to implement and overcome and may subject us to customer claims
Moreover,
if they new offerings,
do not operate includingInthose
as anticipated. related
addition, to electric
since vehicles and
new technologies areautonomous drivingacceptance,
subject to market technologies, may
a malfunction
present technological challenges that could be costly to implement and overcome and may subject us to
involving any manufacturer’s autonomous vehicle may negatively impact the perception of autonomous vehicles and customer claims
if they do not operate
erode customer trust. as anticipated. In addition, since new technologies are subject to market acceptance, a malfunction
involving any manufacturer’s autonomous vehicle may negatively impact the perception of autonomous vehicles and
erode customer
Ford’s trust.
results are dependent on sales of larger, more profitable vehicles, particularly in the United States. A
shift in consumer preferences away from larger, more profitable vehicles with internal combustion engines (including
Ford’s
trucks results to
and utilities) are dependent
electric onvehicles
or other sales ofinlarger, more that
our portfolio profitable
may bevehicles, particularly
less profitable in theinUnited
could result States.
an adverse A
effect
shift in consumer preferences away from larger, more profitable vehicles with internal combustion engines
on our financial condition or results of operations. If demand for electric vehicles grows at a rate greater than our ability to (including
trucks
increase and utilities)
our to electric
production or other
capacity vehicles
for those in ourlower
vehicles, portfolio
marketthatshare
may be less
and profitable
revenue, couldasresult
as well in and
facility an adverse effect
other asset-
on our financial condition or results of operations. If demand for electric vehicles grows at a rate
related charges (e.g., accelerated depreciation) associated with the production of internal combustion vehicles, may greater than our ability to
increase our production capacity for those vehicles, lower market share and revenue, as well
result. In addition, government regulations aimed at reducing emissions and increasing fuel efficiency (e.g., ZEV as facility and other asset-
related
mandates charges
and low (e.g., accelerated
emission zones)depreciation) associated
and other factors with the production
that accelerate of internal
the transition combustion
to electric vehicles,
vehicles may may the
increase
result. In addition, government regulations aimed at reducing emissions
cost of vehicles by more than the perceived benefit to consumers and dampen margins. and increasing fuel efficiency (e.g., ZEV
mandates and low emission zones) and other factors that accelerate the transition to electric vehicles may increase the
costWith
of vehicles
a globalby footprint,
more thanFord’s
the perceived
resultsbenefit
could beto consumers
adversely and dampen
affected margins. or geopolitical developments,
by economic
including protectionist trade policies such as tariffs, or other events. Because of the interconnectedness of the
With
global a global
economy, footprint,
the Ford’s
challenges results could
of a pandemic, be adversely
a financial affected downturn
crisis, economic by economic or geopolitical
or recession, natural developments,
disaster, war,
including protectionist trade policies such as tariffs, or other events. Because of the interconnectedness
geopolitical crises, or other significant events in one area of the world can have an immediate and material adverse of theimpact
global economy, the challenges of a pandemic, a financial crisis, economic downturn or recession,
on markets around the world. Changes in international trade policy can also have a substantial adverse effect on our natural disaster, war,
geopolitical
financial crises, or
condition or results
other significant events
of operations. in one
Steps areabyofgovernments
taken the world cantohaveapplyanorimmediate and material
consider applying tariffsadverse
on impact
on markets around
automobiles, parts, the
andworld. Changesand
other products in international
materials havetradethepolicy can to
potential also have existing
disrupt a substantial
supplyadverse
chains,effect
impose on our
financial condition
additional costs onor results
our of operations.
business, and may leadStepsto taken by governments
other countries to apply
attempting or consider
to retaliate applyingtariffs,
by imposing tariffswhich
on would
automobiles,
make parts, more
our products and other products
expensive for and materials
customers, have
and, the potential
in turn, to disrupt
could make existingless
our products supply chains, impose
competitive. In particular,
additional
China costs unique
presents on our business, and
risks to U.S. may lead todue
automakers other countries
to the attempting
strain in U.S.-China to relations,
retaliate by imposing
China’s tariffs,
unique which would
regulatory
make our products
landscape, and the more expensive
level of for with
integration customers, and, in turn,
key components could
in our make
global our products
supply chain. less competitive. In particular,
China presents unique risks to U.S. automakers due to the strain in U.S.-China relations, China’s unique regulatory
landscape,
Ford has and the level in
operations of various
integration with key
markets withcomponents in our or
volatile economic global supply
political chain.
environments. This may expose us to
heightened risks as a result of economic, geopolitical, or other events, including governmental takeover
(i.e.,Ford has operations
nationalization) in various
of our marketsfacilities
manufacturing with volatile economicproperty,
or intellectual or political environments.
restrictive exchange This
or may expose
import us to
controls,
heightened risks as a result of economic, geopolitical, or other events, including governmental takeover
disruption of operations as a result of systemic political or economic instability, outbreak of war or expansion of hostilities
(i.e.,
(suchnationalization) of our by
as the actions taken manufacturing facilitiesand
Russia in Ukraine), or intellectual property,
acts of terrorism, eachrestrictive
of whichexchange or import
could impact controls,
our supply chain as
disruption of operations as a result of systemic political or economic instability, outbreak of war
well as our operations and have a substantial adverse effect on our financial condition or results of operations. or expansion of hostilities
Further,
(such
the U.S.as government,
the actions taken
otherby Russia in Ukraine),
governments, and acts of
and international terrorism, each
organizations of which
could imposecould impactsanctions
additional our supplyor chain
exportas
well as our
controls thatoperations andus
could restrict have
froma substantial adverse
doing business effect
directly or on our financial
indirectly condition
in or with certainorcountries
results oforoperations. Further,
parties, which could
the U.S. government,
include affiliates. other governments, and international organizations could impose additional sanctions or export
controls that could restrict us from doing business directly or indirectly in or with certain countries or parties, which could
include affiliates.
Industry sales volume can be volatile and could decline if there is a financial crisis, recession, or significant
geopolitical event. Because we, like other manufacturers, have a higher proportion of fixed structural costs, relatively
Industry
small changessales volume
in industry canvolume
sales be volatile and could
can have declineeffect
a substantial if there is acash
on our financial crisis,
flow and recession,
results or significant
of operations. Vehicle
geopolitical event. Because we, like other manufacturers, have a higher proportion of fixed structural
sales are affected by overall economic and market conditions and developing trends such as shared vehicle ownership costs, relatively
small
and thechanges in industry
transportation as asales volume
service cane.g.,
model, have a substantial
ridesharing effect on
services. our cashvehicle
If industry flow and results
sales wereoftooperations. Vehicle
decline to levels
sales are affected by overall economic and market conditions and developing trends such as shared vehicle
significantly below our planning assumption, the decline could have a substantial adverse effect on our financial condition, ownership
and theoftransportation
results as acash
operations, and service
flow.model,
For a e.g., ridesharing
discussion services.
of economic If industry
trends, see Itemvehicle
7. sales were to decline to levels
significantly below our planning assumption, the decline could have a substantial adverse effect on our financial condition,
results
Fordof may
operations, and cash price
face increased flow. For a discussion
competition or aofreduction
economicin trends,
demand seeforItemits7.products resulting from industry
excess capacity, currency fluctuations, competitive actions, or other factors. The global automotive industry is
Ford competitive,
intensely may face increased pricemanufacturing
with installed competition or a reduction
capacity in demand
generally exceeding forcurrent
its products
demand. resulting fromindustry
Historically, industry
overcapacity has resulted in many manufacturers offering marketing incentives on vehicles in an attempt to maintainisand
excess capacity, currency fluctuations, competitive actions, or other factors. The global automotive industry
intensely
grow competitive,
market withincentives
share; these installed manufacturing
historically havecapacity
includedgenerally exceeding
a combination current demand.
of subsidized Historically,
financing or leasingindustry
programs,
overcapacity
price rebates,has
andresulted in many manufacturers
other incentives. As a result, we offering
are notmarketing
necessarilyincentives
able to seton vehicles
our prices into
anoffset
attempt to maintain
higher marketing and
grow market
incentives, share; these
commodity incentives
or other historicallytariffs,
cost increases, have included a combination
or the impact of adverseofcurrency
subsidized financing or
fluctuations. leasing
This programs,
risk includes
priceadvantages
cost rebates, andforeign
other incentives.
competitorsAs maya result, we are not
have because necessarily
of their weakerable home to market
set our currencies,
prices to offset
whichhigher
may,marketing
in turn,
incentives,
enable commodity
those competitorsor other cost
to offer increases,
their productstariffs,
at loweror the impact
prices. of adverse
Further, highercurrency
inventoryfluctuations. This risk includes
levels put downward pressure
costpricing,
on advantages
which foreign
may havecompetitors
an adverse may haveonbecause
effect of their
our financial weaker and
condition home market
results currencies, which
of operations. As themay, in turn,
automotive
enable those
industry competitors
transitions to offer
to electric their products
vehicles, at lower particularly
excess capacity, prices. Further, higher combustion
for internal inventory levels puttrucks
engine downward pressure
and utilities,
on
may pricing, which
continue may haveThis
or increase. an adverse effect on may
excess capacity our financial conditionprice
further increase and competition
results of operations. As theofautomotive
in that segment the market,
industry transitions
which could have a to electric vehicles,
substantial adverseexcess capacity,
effect on particularly
our financial for internal
condition or results combustion engine trucks and utilities,
of operations.
may continue or increase. This excess capacity may further increase price competition in that segment of the market,
which could have a substantial adverse effect on our financial condition or results of operations.
22

22

191177_Ford_2022_AR_1OK_R1.indd 26 2/6/23 1:35 PM


Item 1A. Risk Factors (Continued)

ItemInflationary
1A. Risk Factors (Continued)
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
Inflationary
significant effectpressure
on results.and Wefluctuations in commodity
and our suppliers and energy
are exposed prices,pressure
to inflationary foreign currency
and a varietyexchange rates,
of market risks,
interest rates, and market value of Ford or Ford Credit’s investments, including marketable
including the effects of changes in commodity and energy prices, foreign currency exchange rates, and interest rates. securities, can haveWea
significant effect on results. We and our suppliers are exposed to inflationary pressure
monitor and manage these exposures as an integral part of our overall risk management program, which recognizes the and a variety of market risks,
including the effects
unpredictability of changes
of markets in commodity
and seeks to reduceand energy prices,
potentially adverse foreign
effectscurrency exchange Changes
on our business. rates, andininterest rates.and
commodity We
monitor and manage these exposures as an integral part of our overall risk management program,
energy prices (from tariffs and the actions taken by Russia in Ukraine, as discussed above under “With a global footprint, which recognizes the
unpredictability
Ford’s results could of markets and seeks
be adversely to reduce
affected potentially
by economic adverse effects
or geopolitical on our business.
developments, Changes
including in commodity
protectionist and
trade policies
energy prices (from tariffs and the actions taken by Russia in Ukraine, as discussed above under
such as tariffs, or other events,” or otherwise), currency exchange rates, and interest rates cannot always be predicted, “With a global footprint,
Ford’s
hedged, results could
or offset beprice
with adversely affected
increases by economic
to eliminate or geopolitical
earnings volatility. Asdevelopments, including
a result, significant protectionist
changes trade policies
in commodity and
such as tariffs, or other events,” or otherwise), currency exchange rates, and interest rates
energy prices, foreign currency exchange rates, or interest rates as well as increased material, freight, logistics, cannot always be predicted,
and
hedged, or offset
similar costs couldwithhaveprice increases adverse
a substantial to eliminate earnings
effect on our volatility. As a result,
financial condition significant
or results changes in See
of operations. commodity and
Item 7 and
energy prices, foreign currency exchange rates, or interest rates as well as increased material,
Item 7A for additional discussion of currency, commodity and energy price, and interest rate risks. For example, interest freight, logistics, and
similar costs
rates have could have
increased a substantial
significantly adverse
as central effectinon
banks our financial
developed condition
countries or results
attempt of operations.
to subdue Seegovernment
inflation while Item 7 and
Item
deficits and debt remain at high levels in many global markets. Accordingly, the eventual implications of higher interest
7A for additional discussion of currency, commodity and energy price, and interest rate risks. For example,
rates have increased
government deficits andsignificantly as central
debt, tighter monetary banks in developed
policy, countries
and potentially higher attempt to subdue
long-term interestinflation
rates maywhile government
drive a higher
deficits and debt remain at high levels in many global markets. Accordingly, the eventual implications
cost of capital for the business. At Ford Credit, rising interest rates may impact Ford Credit’s ability to source funding and of higher
government
offer financing deficits and debt,rates,
at competitive tighterwhich
monetary
couldpolicy,
reduceand potentiallymargin.
its financing higher long-term
In addition,interest rates are
our results mayimpacted
drive a higher
by
cost
fluctuations in the market value of our investments, with unrealized gains and losses that could be material in funding
of capital for the business. At Ford Credit, rising interest rates may impact Ford Credit’s ability to source and
any period.
offer financing at competitive rates, which could reduce its financing margin. In addition, our results are impacted by
fluctuations
Financial Risks in the market value of our investments, with unrealized gains and losses that could be material in any period.

Financial
Ford andRisksFord 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,
Ford and
regulatory Ford Credit’s
requirements, oraccess to debt, Ford
other factors. securitization, or derivative
and Ford Credit’s ability tomarkets around thefunding
obtain unsecured world at at acompetitive
reasonable
ratesisor
cost in sufficient
dependent amounts
on their credit could
ratingsbeor affected by credit
their perceived rating downgrades,
creditworthiness. Further, market volatility,
Ford Credit’s market
ability disruption,
to obtain
regulatory funding
securitized requirements,
under itsorcommitted
other factors. Ford andliquidity
asset-backed Ford Credit’s
programsability
andtocertain
obtainother
unsecured funding securitization
asset-backed at a reasonable
cost is dependent
transactions on their
is subject credit a
to having ratings or their
sufficient perceived
amount creditworthiness.
of assets eligible for theseFurther, Ford as
programs, Credit’s ability
well as FordtoCredit’s
obtain ability
securitized funding under
to obtain appropriate credititsratings
committedand, asset-backed liquidity programs,
for certain committed programs and certain to
derivatives other asset-backed
manage the interestsecuritization
rate risk. Over
transactions is subjectintothe
time, and particularly having
eventaof sufficient amount
credit rating of assets eligible
downgrades, market for these market
volatility, programs, as well as
disruption, Ford Credit’s
or other factors, ability
Ford
to obtain appropriate credit ratings and, for certain committed programs, derivatives to manage
Credit may reduce the amount of receivables it purchases or originates because of funding constraints. In addition, the interest rate risk.Ford
Over
time, and particularly in the event of credit rating downgrades, market volatility, market disruption,
Credit may reduce the amount of receivables it purchases or originates if there is a significant decline in the demand for or other factors, Ford
Credit may
the types ofreduce the itamount
securities of Ford
offers or receivables
Credit isit unable
purchases or originates
to obtain because
derivatives of funding
to manage constraints.
the interest In addition,
rate risk associatedFord
Credit may reduce the amount of receivables it purchases or originates if there is a significant
with its securitization transactions. A significant reduction in the amount of receivables Ford Credit purchases or decline in the demand for
the types of securities it offers or Ford Credit is unable to obtain derivatives to manage the interest
originates would significantly reduce its ongoing results of operations and could adversely affect its ability to support therate risk associated
with
sale its securitization
of Ford vehicles.transactions. A significant reduction in the amount of receivables Ford Credit purchases or
originates would significantly reduce its ongoing results of operations and could adversely affect its ability to support the
saleFurthermore,
of Ford vehicles.
in addition to rising interest rates adversely affecting overall economic activity and the financial condition
of our customers, increases in interest rates could cause credit market disruptions, which have historically resulted in
Furthermore,
higher in addition
borrower costs to rising
and made interest
it more rates
difficult adversely
to access theaffecting
markets,overall
obtaineconomic activity
financing on and the
favorable financial
terms, condition
and fund our
of our customers,
operations. increases in interest rates could cause credit market disruptions, which have historically resulted in
higher borrower costs and made it more difficult to access the markets, obtain financing on favorable terms, and fund our
operations.
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. We receive economic benefits from
The impact
national, state, andof government incentives
local governments on Ford’s
in various regionsbusiness could
of the world be form
in the significant, and Ford’s
of incentives designedreceipt of
to encourage
manufacturers to establish, maintain, or increase investment, workforce, or production. These incentives may take from
government incentives could be subject to reduction, termination, or clawback. We receive economic benefits
national, state, including
various forms, and localgrants,
governments in variousorregions
loan subsidies, of the world
tax abatements in the form
or credits. Theofimpact
incentives designed
of these to encourage
incentives can be
manufacturers
significant in a particular market during a reporting period. A decrease in, expiration without renewal of, ormay
to establish, maintain, or increase investment, workforce, or production. These incentives othertake
cessation
various forms, including grants, loan subsidies, or tax abatements or credits. The impact of these
or clawback of government incentives for any of our business units, as a result of administrative decision or otherwise, incentives can be
significant in a particular market during a reporting period. A decrease in, expiration without
could have a substantial adverse impact on our financial condition or results of operations. Until 2021, most of ourrenewal of, or other cessation
or clawback of facilities
manufacturing government incentives
in South Americafor were
any oflocated
our business units,
in Brazil, where as the
a result
stateoforadministrative decisionhistorically
federal governments or otherwise,
could have
offered a substantial
significant adverse
incentives impact on ourtofinancial
to manufacturers condition
encourage capitalorinvestment,
results of operations. Until 2021, most
increase manufacturing of our and
production,
manufacturing
create jobs. Asfacilities
a result,inthe
South America were
performance of ourlocated in Brazil, where
South American the state
operations had or federal
been governments
impacted favorablyhistorically
by government
offered significant
incentives incentives
to a substantial to manufacturers
extent. to encourageincapital
The federal government Brazil investment, increase manufacturing
has levied assessments production,the
against us concerning and
create jobs.
federal As a result,
incentives the performance
we previously received, of ourthe
and South American
State operations
of São Paulo had been the
has challenged impacted
grant tofavorably
us of taxbyincentives
governmentby
incentives
the State oftoBahia.
a substantial
See Noteextent. TheNotes
2 of the federalto government
the FinancialinStatements
Brazil has levied assessments
for discussion of ouragainst us concerning
accounting the
for government
federal incentives
incentives, and “Itemwe 3.
previously received, and
Legal Proceedings” forthe State of São
a discussion Paulo
of tax has challenged
proceedings theand
in Brazil grant
thetopotential
us of taxrequirement
incentives byfor
the State
us to postof Bahia. See Note 2 of the Notes to the Financial Statements for discussion of our accounting for government
collateral.
incentives, and “Item 3. Legal Proceedings” for a discussion of tax proceedings in Brazil and the potential requirement for
us to post collateral.

23

23

191177_Ford_2022_AR_1OK_R1.indd 27 2/6/23 1:35 PM


Item 1A. Risk Factors (Continued)

ItemThe
1A. U.S.
Risk Inflation
Factors Reduction
(Continued) Act (“IRA”) provides, among other things, financial incentives in the form of tax credits to
grow the domestic supply chain and domestic manufacturing base for electric vehicles, plug-in hybrid vehicles (PHEVs),
and The
otherU.S. Inflation
“clean” Reduction
vehicles. Act likewise
The law (“IRA”) provides,
incentivizesamong other things,
the purchase financial
of clean incentives
vehicles and thein infrastructure
the form of taxtocredits
fuel to
grow the domestic supply chain and domestic manufacturing base for electric vehicles, plug-in
them. These incentives are phasing in and will remain in effect until approximately 2032, unless modified by Congress. hybrid vehicles (PHEVs),
and
The other
IRA’s “clean”
incentivesvehicles. The and
are having law likewise incentivizes
are expected to havethe purchase
material of clean
impacts vehicles
on the and the
automotive infrastructure
industry and Ford.to fuel
The IRA
them. These incentives are phasing in and will remain in effect until approximately 2032, unless
authorizes tax credits to manufacturers for the domestic production of batteries and battery components for EVs and modified by Congress.
The
PHEVsIRA’sandincentives are having
to purchasers and are
of qualified expected to
commercial and have
retailmaterial impacts on
clean vehicles. theexpects
Ford automotivethat industry and Ford.will
many customers ThebeIRA
authorizes tax credits to manufacturers for the domestic production of batteries and battery components
able to monetize the commercial clean vehicle credit in light of Ford’s range of electrified product offerings for commercial for EVs and
PHEVs and toWhen
applications. purchasers
pairedof qualified
with the IRA’scommercial
tax creditand retail
for the clean vehicles.
construction Fordelectric
of certain expectsvehicle
that many customers
charging will be
infrastructure,
able to monetize the commercial clean vehicle credit in light of Ford’s range of electrified product
Ford expects the commercial clean vehicle credit will significantly influence commercial fleets in their evaluation of a offerings for commercial
applications.
transition fromWhen paired
internal with the engine
combustion IRA’s tax credit for
vehicles the construction
to EVs and PHEVs. of certain electric vehicle charging infrastructure,
Ford expects the commercial clean vehicle credit will significantly influence commercial fleets in their evaluation of a
transition
To claimfromtheinternal combustion
retail tax credit, theengine vehicles tonumerous
IRA establishes EVs and PHEVs.
and complex prerequisites, including that the vehicle must
be assembled in North America; the vehicle must be under specified limitations on manufacturer suggested retail price
To claim
(“MSRP”); the retailincome
purchaser tax credit, the IRA starting
limitations; establishes numerous
in 2024, and complex
any vehicle prerequisites,
that contains “battery including
components” that that
the vehicle
were must
be assembled in North America; the vehicle must be under specified limitations on manufacturer suggested
“manufactured or assembled” by a “foreign entity of concern” will be ineligible; and, starting in 2025, any vehicle that retail price
(“MSRP”); purchaser income limitations; starting in 2024, any vehicle that contains “battery components”
contains battery materials that were “extracted, processed, or recycled” by a “foreign entity of concern” will be ineligible. A that were
“manufactured
“Critical Mineralsor Credit”
assembled” by a “foreign
is available entity
for those of concern”
vehicles will abespecified
that have ineligible; and, starting
percentage in 2025,
of critical any vehicle
minerals that
that are
contains
“extracted or produced” in the United States, in a country with which the United States has a Free Trade Agreement, or A
battery materials that were “extracted, processed, or recycled” by a “foreign entity of concern” will be ineligible.
“Critical Minerals in
that is “recycled” Credit”
NorthisAmerica.
availableAfor those vehicles
“Battery Componentsthat have
Credit” a specified
is availablepercentage
for those of criticalthat
vehicles minerals
have that are
a specified
“extracted or produced” in the United States, in a country with which the United States
percentage of “value” of its battery “components” that are “manufactured or assembled” in North America. has a Free Trade Agreement, or
that is “recycled” in North America. A “Battery Components Credit” is available for those vehicles that have a specified
percentage
Althoughofwe“value” of its expect
ultimately battery the
“components” thatFord
IRA to benefit are “manufactured
and the automotive or assembled”
industry iningeneral,
North America.
the availability of such
benefits will depend on the further development and improvement of the U.S. battery supply, sufficient access to raw
Although
materials wethe
within ultimately
scope of expect
the IRA, the and
IRA the
to benefit
terms of Ford
theand the automotive
regulations and guidance industry(andin general, the availability
the limitations therein) ofthesuch
U.S.
benefits will depend
government issues toonimplement
the furtherthe development
IRA, which and improvement
will ultimately of the U.S.
determine which battery
vehiclessupply,
qualify sufficient access and
for incentives to rawthe
materialsthereof.
amount within theForscope
example,of thein IRA, and the
late 2022 terms
interim of the regulations
guidance was released and onguidance
how to (andapplythe thelimitations therein) to
MSRP limitations thethe
U.S.
government
retail issues credit,
clean vehicle to implement the IRA,awhich
and subjected will ultimately
significant number of determine
SUVs to whicha lowervehicles qualify forthan
MSRP limitation incentives and the
the industry
amount
expected, thereof.
therebyFor example,
excluding in late 2022
vehicles that mayinterim guidance
otherwise was released
be eligible for theon how Automakers
credit. to apply the MSRP limitations
that better optimize to the
retail clean vehicle credit, and subjected a significant number of SUVs
eligibility for their vehicles, as compared to their competition, will have a competitive advantage. to a lower MSRP limitation than the industry
expected, thereby excluding vehicles that may otherwise be eligible for the credit. Automakers that better optimize
eligibility
Ford for theircould
Credit vehicles, as compared
experience to their competition,credit
higher-than-expected will have a competitive
losses, advantage.
lower-than-anticipated residual values, or
higher-than-expected return volumes for leased vehicles. Credit risk is the possibility of loss from a customer’s or
Fordfailure
dealer’s Credittocould
make experience higher-than-expected
payments according to contract terms. credit losses,
Credit lower-than-anticipated
risk (which is heavily dependent residual values, or
upon economic
higher-than-expected return volumes for leased vehicles. Credit risk is the
factors including unemployment, consumer debt service burden, personal income growth, dealer profitability, and used possibility of loss from a customer’s or car
dealer’s failure to make payments according to contract terms. Credit risk (which
prices) has a significant impact on Ford Credit’s business. The level of credit losses Ford Credit may experience could is heavily dependent upon economic
factors
exceed including unemployment,
its expectations consumer
and adversely affectdebt service burden,
its financial conditionpersonal
or results income growth, dealer
of operations. profitability,
In addition, and used car
Ford Credit
prices) has a significant impact on Ford Credit’s business. The level of credit
projects expected residual values (including residual value support payments from Ford) and return volumes for thelosses Ford Credit may experience could
exceed its expectations and adversely affect its financial condition or results of operations.
vehicles it leases. Actual proceeds realized by Ford Credit upon the sale of returned leased vehicles at lease termination In addition, Ford Credit
projects
may be lowerexpected thanresidual
the amount values (including
projected, residual
which wouldvalue support
reduce Ford payments
Credit’s return from on Ford)
the and
lease return volumesAmong
transaction. for the the
vehicles it leases. Actual proceeds realized by Ford Credit upon the sale of returned
factors that can affect the value of returned lease vehicles are the volume and mix of vehicles returned industry-wide, leased vehicles at lease termination
may
economic conditions, marketing programs, and quality or perceived quality, safety, fuel efficiency, or reliability of the the
be lower than the amount projected, which would reduce Ford Credit’s return on the lease transaction. Among
factors
vehicles, thator can affectinthe
changes value of returned
propulsion technology lease
andvehicles are the volume
related legislative changes.and mix of vehicles
Actual returnedmay
return volumes industry-wide,
be influenced
economic conditions, marketing programs, and quality or perceived quality, safety,
by these factors, as well as by contractual lease-end values relative to auction values. In 2022, Ford Credit experiencedfuel efficiency, or reliability of the
vehicles, or changes return
lower-than-expected in propulsion
volumes. technology
If auctionand related
values legislative
decrease changes.in Actual
significantly return
the future, volumes
return may could
volumes be influenced
exceed
by these
Ford factors,
Credit’s as well as by
expectations. Eachcontractual
of these lease-end
factors, alone values
or inrelative to auction
combination, hasvalues. In 2022,
the potential Ford Credit
to adversely experienced
affect Ford
lower-than-expected
Credit’s return volumes.
results of operations If auction
if actual results werevalues decrease
to differ significantly
significantly from Ford in the future,projections.
Credit’s return volumes Seecould exceed
“Critical
Ford Credit’sEstimates”
Accounting expectations.in ItemEach
7 for ofadditional
these factors, alone or in combination, has the potential to adversely affect Ford
discussion.
Credit’s results of operations if actual results were to differ significantly from Ford Credit’s projections. See “Critical
Accounting
Economic Estimates” in Item 7 forexperience
and demographic additional discussion.
for pension and OPEB plans (e.g., discount rates or investment
returns) could be worse than Ford has assumed. The measurement of our obligations, costs, and liabilities associated
withEconomic and demographic
benefits pursuant experience
to our pension and OPEBfor pension
plans andthat
requires OPEB plans (e.g.,
we estimate the discount ratesofor
present value investment
projected future
returns)
paymentscould
to all be worse than
participants. WeFord
use has
many assumed.
assumptionsTheinmeasurement of our
calculating these obligations,
estimates, costs, assumptions
including and liabilities related
associated
to
with benefits
discount pursuant
rates, to our
investment pension
returns on and OPEB plans
designated requiresand
plan assets, thatdemographic
we estimateexperience
the present(e.g.,
valuemortality
of projected
and future
retirement
payments
rates). Wetogenerally
all participants.
remeasureWe these
use many assumptions
estimates at each in calculating
year end and these estimates,
recognize including
any gains assumptions
or losses associated related
with to
discount rates, investment returns on designated plan assets, and demographic experience (e.g., mortality
changes to our plan assets and liabilities in the year incurred. To the extent actual results are less favorable than ourand retirement
rates). We generally
assumptions, we mayremeasure
recognize a these estimates atloss
remeasurement eachinyear end andwhich
our results, recognize
couldany gains or losses
be substantial. Forassociated
additional with
changes to our plan assets and liabilities in the year incurred. To the extent actual results are less
information regarding our assumptions, see “Critical Accounting Estimates” in Item 7 and Note 17 of the Notes favorable than our
to the
assumptions, we may
Financial Statements. recognize a remeasurement loss in our results, which could be substantial. For additional
information regarding our assumptions, see “Critical Accounting Estimates” in Item 7 and Note 17 of the Notes to the
Financial Statements.
24

24

191177_Ford_2022_AR_1OK_R1.indd 28 2/6/23 1:35 PM


Item 1A. Risk Factors (Continued)

ItemPension
1A. Riskand
Factors
other (Continued)
postretirement liabilities could adversely affect Ford’s liquidity and financial condition.
We have defined benefit retirement plans in the United States that cover many of our hourly and salaried employees. We
alsoPension and other
provide pension postretirement
benefits to non-U.S.liabilities
employees could
and adversely affect Ford’s
retirees, primarily liquidity
in Europe. and financial
In addition, we sponsorcondition.
plans to
We have defined benefit retirement plans in the United States that cover many of our hourly and salaried
provide OPEB for retired employees (primarily health care and life insurance benefits). See Note 17 of the Notes to the employees. We
also provide pension benefits to non-U.S. employees and retirees, primarily in Europe. In addition, we
Financial Statements for more information about these plans. These benefit plans impose significant liabilities on us and sponsor plans to
provide OPEBus
could require fortoretired
make employees (primarily
additional cash health care
contributions, whichandcould
life insurance
impair ourbenefits).
liquidity. See
If ourNote
cash17 of the
flows andNotes to the
capital
Financial Statements for more information about these plans. These benefit plans impose significant
resources are insufficient to meet any pension or OPEB obligations, we could be forced to reduce or delay investments liabilities on us and
could require us to make additional cash contributions, which could impair our liquidity. If our
and capital expenditures, suspend dividend payments, seek additional capital, or restructure or refinance our cash flows and capital
resources are insufficient to meet any pension or OPEB obligations, we could be forced to reduce or delay investments
indebtedness.
and capital expenditures, suspend dividend payments, seek additional capital, or restructure or refinance our
indebtedness.
Legal and Regulatory Risks

Legal andand
Ford Regulatory
Ford Credit Riskscould experience unusual or significant litigation, governmental investigations, or
adverse publicity arising out of alleged defects in products, services, perceived environmental impacts, or
Ford and
otherwise. WeFord
spendCredit could experience
substantial resources tounusual or significant
comply with governmental litigation,
safety governmental
regulations, mobile investigations,
and stationary or
adverse publicity arising out of alleged defects in products, services, perceived environmental
source emissions regulations, consumer and automotive financial regulations, and other standards, but we cannot ensure impacts, or
otherwise.
that employees We orspend
othersubstantial
individualsresources to comply
affiliated with us will with governmental
not violate such laws safety regulations, In
or regulations. mobile and as
addition, stationary
discussed
source emissions regulations, consumer and automotive financial regulations, and other standards,
below under “Ford may need to substantially modify its product plans and facilities to comply with safety, emissions, but we cannot ensure
fuel
that employees
economy, or otherdriving
autonomous individuals affiliatedenvironmental,
technology, with us will notandviolate
othersuch laws or regulations.
regulations” In addition,
and “Ford Credit could beas subject
discussedto new
below under “Ford
or increased credit may need to consumer
regulations, substantially modify its
protection product plans
regulations, and regulations,”
or other facilities to comply with standards
regulatory safety, emissions,
and fuel
economy, autonomous driving technology, environmental, and other regulations” and “Ford
interpretations may change on short notice and impact our compliance status. Government investigations against Ford Credit could be subject to new
or
or increased
Ford creditresult
Credit could regulations,
in fines,consumer
penalties,protection regulations,
or orders that could have or other impactregulatory
regulations,”
an adverse standards
on our financial and results
condition,
interpretations
of operations, or maythechange
operation on of
short
our notice and impact
business. Moreover,our compliance
compliance with status. Government
governmental investigations
standards against
does not Ford or
necessarily
Ford Credit
prevent could result
individual in fines,
or class actionpenalties, or orders
lawsuits, which canthat could
entail have ancost
significant adverse impact
and risk. on our circumstances,
In certain financial condition, results
courts may
of operations,
permit or theeven
civil actions operation
whereof ourour business.
vehicles, Moreover,
services, and compliance with governmental
financial products standards
comply with federal does
and/or not necessarily
other applicable
prevent
law. individual or
Furthermore, classresponding
simply action lawsuits, which
to actual or can entail significant
threatened cost
litigation or and risk. In
government certain circumstances,
investigations courts may
of our compliance with
permit civilstandards,
regulatory actions even whererelated
whether our vehicles, services, and
to our products, financial
services, productsor
or business comply with federal
commercial and/or other
relationships, applicable
requires
law. Furthermore,
significant simplyofresponding
expenditures time and other to actual or threatened
resources. litigation
Litigation also is or government
inherently investigations
uncertain, and we couldof our experience
compliance with
regulatory standards,
significant adverse whether
results, relatedcompensatory
including to our products, andservices,
punitive or business
damage or commercial
awards, relationships,
a disgorgement requires
of profits or revenue, or
significant expenditures
injunctive relief, of time
any of which andhave
could otheranresources. Litigation
adverse effect on ouralso is inherently
financial uncertain,
condition, resultsand we could experience
of operations, or our
significant
business inadverse
general.results, including
In addition, compensatory
adverse and punitivean
publicity surrounding damage
allegationawards, a disgorgement
may cause significantof profits or revenue,
reputational harm thator
injunctive relief, any of which could have
could have a significant adverse effect on our sales.an adverse effect on our financial condition, results of operations, or our
business in general. In addition, adverse publicity surrounding an allegation may cause significant reputational harm that
could have
Ford a significant
may adverse effectmodify
need to substantially on our sales.
its product plans and facilities to comply with safety, emissions, fuel
economy, autonomous driving technology, environmental, and other regulations. The automotive industry is
Ford
subject tomay need toworldwide
regulations substantially modifyproduct
that govern its product plans andand
characteristics facilities to comply
that differ by globalwith safety,
region, emissions,
country, and fuel
economy, autonomous driving technology, environmental, and other regulations.
sometimes within national boundaries. Further, additional and new regulations continue to be proposed to address The automotive industry is
subject
concerns to regarding
regulations the worldwide
environment that (including
govern product characteristics
concerns about global and that differ
climate changeby global
and itsregion,
impact),country,
vehicleand
safety, and
sometimes
energy independence, and the regulatory landscape can change on short notice. These regulations vary,tobut
within national boundaries. Further, additional and new regulations continue to be proposed address
generally
concerns
require that regarding
over time the environment
motor vehicles (including
and engines concerns about
emit less global climate
air pollution, change
including and its impact),
greenhouse vehicle safety,
gas emissions, oxidesandof
energy independence, and the regulatory landscape can change on short notice. These regulations
nitrogen, hydrocarbons, carbon monoxide, and particulate matter. Similarly, we are making substantial investments in our vary, but generally
require
facilitiesthat
andover time our
revising motor vehiclestoand
processes notengines emit less
only comply with air pollution,
applicable including greenhouse
regulations but also to makegas emissions, oxides
our operations moreof
nitrogen, hydrocarbons, carbon monoxide, and particulate matter. Similarly, we are making
efficient and sustainable. As our suppliers make similar investments, those higher costs may be passed on to us. In the substantial investments in our
facilities and revising our processes to not only comply with applicable regulations but also to
United States, legal and policy debates on environmental regulations are continuing, with a primary trend toward reducing make our operations more
efficient and sustainable.
GHG emissions As ourvehicle
and increasing suppliers make similarRecently,
electrification. investments, those
different higher
federal costs may be passed
administrations on tosought
have either us. Intothe
United States, legal and policy debates on environmental regulations are continuing, with a
make standards more strict or to make them less strict, with one administration often replacing the regulations enacted primary trend toward reducing by
GHG emissions and increasing vehicle electrification. Recently, different federal administrations have
the last. Various third parties routinely seek judicial review of these federal regulatory and deregulatory efforts. In parallel, either sought to
make standards
California continuesmore to strict
enactorincreasingly
to make them less
strict strict, with
emissions one administration
standards often replacing
and requirements for zero the regulations
emission enacted
vehicles, and by
the
those actions are also the subject of legal challenges from third parties. Court rulings regarding regulatory actions parallel,
last. Various third parties routinely seek judicial review of these federal regulatory and deregulatory efforts. In by
California continuesand
federal, California, to enact increasingly
other state regulatorsstrict emissions
create standards
uncertainty andpotential
and the requirements for zero emission
for applicable regulatoryvehicles,
standardsandto
those actions
change areInalso
quickly. the subject
addition, many of legal challenges
governments fromlocal
regulate thirdproduct
parties.content
Court and/or
rulings impose
regarding regulatory
import actions with
requirements by the
federal,
aim California,
of creating jobs,and other state
protecting regulators
domestic create uncertainty
producers, and the
and influencing the balance
potentialof forpayments.
applicable regulatory standards to
change quickly. In addition, many governments regulate local product content and/or impose import requirements with the
aim of creating jobs, protecting domestic producers, and influencing the balance of payments.

25

25

191177_Ford_2022_AR_1OK_R1.indd 29 2/6/23 1:35 PM


Item 1A. Risk Factors (Continued)

ItemWe1A.are
Risk Factors (Continued)
continuing to make changes to our product cycle plan to improve the fuel economy of our petroleum-powered
vehicles and to offer more propulsion choices, such as electrified vehicles, with lower GHG emissions. Electrification is
We are
our core continuing
strategy to make
to comply withchanges
current and to our product cycle
anticipated plan to improve
environmental laws and the regulations
fuel economy of our markets.
in major petroleum-powered
However,
vehicles and to offer more propulsion choices, such as electrified vehicles, with
there are limits on our ability to reduce emissions and increase fuel economy over a given time frame and lower GHG emissions. Electrification
many factors is
our core strategy to comply with current and anticipated environmental laws and
are involved that could delay or impede our plans, primarily relating to the cost and effectiveness of availableregulations in major markets. However,
there are limitsconsumer
technologies, on our ability to reduce
acceptance of emissions and increase
new technologies fuel economy
and changes overmix
in vehicle a given time frame
(as described in and
moremanydetailfactors
above
are involved that could delay or impede our plans, primarily relating to the cost and effectiveness
under “Ford’s new and existing products and digital, software, and physical services are subject to market acceptance and of available
technologies,
face significantconsumer
competition acceptance
from existingof new andtechnologies
new entrants and changes
in the in vehicle
automotive and mix (asand
digital described
software in services
more detail above
industries,
under “Ford’s new and existing products and digital, software, and physical services are
and its reputation may be harmed if it is unable to achieve the initiatives it has announced”), willingness of consumers tosubject to market acceptance and
face significant competition from existing and new entrants in the automotive and digital
absorb the additional costs of new technologies, the appropriateness (or lack thereof) of certain technologies for use in and software services industries,
and its reputation
particular vehicles,may the be harmed ifavailability
widespread it is unable(or to lack
achieve the initiatives
thereof) of supporting it hasinfrastructure
announced”), forwillingness of consumers
new technologies, to
including
absorb the additional costs of new technologies, the appropriateness (or lack thereof) of certain
charging for electric vehicles, the availability (or lack thereof) of the raw materials and component supply to make batteries technologies for use in
particular
and other vehicles,
elementsthe widespread
of electric availability
vehicles, and the(or lack thereof)
human, of supporting
engineering, infrastructure
and financial resources fornecessary
new technologies,
to deployincluding
new
charging
technologies across a wide range of products and powertrains in a short time. If fuel prices are relatively to
for electric vehicles, the availability (or lack thereof) of the raw materials and component supply lowmake
and batteries
market
and other elements
conditions do not drive of electric
consumersvehicles, and the electric
to purchase human,vehicles
engineering, and financial
and other resources necessary
highly fuel-efficient vehicles into deploy
large new it
numbers,
technologies across a wide range of products and powertrains in a short time. If
may be difficult to meet applicable environmental standards without compromising results. Moreover, a productionfuel prices are relatively low and market
conditions
disruption, dostop not drive
ship, consumers
limited to purchase
availability electric
of necessary vehicles and
components, other
e.g., highly fuel-efficient
batteries vehiclesnecessary
or the raw materials in large numbers,
for their it
may be difficult to meet applicable environmental standards without compromising results.
production, lower than planned market acceptance of our vehicles, or other intervening events may cause us to modify our Moreover, a production
disruption,
product plans,stopor,ship, limited
in some availability
cases, purchase of necessary
credits, incomponents,
order to comply e.g.,with
batteries or the
standards raw materials
regarding necessary
fuel economy andforairtheir
production, lower than planned market acceptance of our vehicles, or other intervening events
pollution, which could have an adverse effect on our financial condition or results of operations and/or cause reputational may cause us to modify our
product
harm. plans, or, in some cases, purchase credits, in order to comply with standards regarding fuel economy and air
pollution, which could have an adverse effect on our financial condition or results of operations and/or cause reputational
harm.
Increased scrutiny of automaker emission compliance by regulators around the world has led to new regulations,
more stringent enforcement programs, additional field actions, demands for reporting on the field performance of
Increased
emissions scrutiny of
components andautomaker emission
higher scrutiny compliance
of field by regulators
data, and/or delays inaround the approvals.
regulatory world has led to cost
The new to regulations,
comply with
more stringent
existing enforcement
government programs,
regulations additional
(in addition to thefield
costactions, demands
of any field service foractions
reporting
thatonmay
the result
field performance
from regulatory of actions)
emissions
is components
substantial and higher
and additional scrutiny
regulations, of fieldindata,
changes and/or interpretations,
regulatory delays in regulatory approvals.
or changes The costpreferences
in consumer to comply with
that
existing
affect government
vehicle mix, asregulations (in addition to the
well as a non-compliance withcost of any field
applicable lawsservice actions that
and regulations, mayhave
could resulta from regulatory
substantial actions)
adverse
is substantial
impact on ourand additional
financial regulations,
condition changes
or results in regulatory
of operations. interpretations,
In addition, a numberorofchanges in consumer
governments, as wellpreferences
as non- that
affect vehicle mix, as well as a non-compliance with applicable laws and regulations, could have
governmental organizations, publicly assess vehicles to their own protocols. The protocols could change, and any a substantial adverse
impact
negativeonperception
our financial condition
regarding theorperformance
results of operations. In addition,
of our vehicles a number
subjected to suchoftests
governments,
could reduceas well assales.
future non- Court
governmental
decisions arising out of consumer and investor litigation could give rise to de facto changes in the interpretationany
organizations, publicly assess vehicles to their own protocols. The protocols could change, and of existing
negative
emission perception regarding the
laws and regulations, performance
thereby imposingofnew our burdens
vehicles on
subjected to such tests
manufacturers. could discussion
For more reduce future sales.
of the Court
impact of
decisions arising out of consumer and investor litigation could give rise to de facto changes
standards on our global business, see the “Governmental Standards” discussion in “Item 1. Business” above. in the interpretation of existing
emission laws and regulations, thereby imposing new burdens on manufacturers. For more discussion of the impact of
standards
We andonother
our global business,
companies see the
continue “Governmental
to develop autonomousStandards”
vehiclediscussion
technologies,in “Item
and 1.
theBusiness”
U.S. and above.
foreign
governments are continuing to develop the regulatory framework that will govern autonomous vehicles. The evolution of
We and other
the regulatory companies
framework continue to develop
for autonomous vehicles,autonomous
and the pacevehicle
of thetechnologies,
development and the regulatory
of such U.S. and foreign
framework, may
governments are continuing to develop the regulatory framework that will govern autonomous vehicles. The
subject us to increased costs and uncertainty, and may ultimately impact our ability to deliver autonomous evolution
vehicles andof
the regulatory framework for autonomous
related services that customers want. vehicles, and the pace of the development of such regulatory framework, may
subject us to increased costs and uncertainty, and may ultimately impact our ability to deliver autonomous vehicles and
related
Fordservices
and Ford thatCredit
customers
could want.
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
Ford and
personal Ford Credit
information. Wecould be affected
are subject to laws,byrules,
the continued
guidelines development of more stringent
from privacy regulators, privacy,
and regulations dataUnited
in the use,
and data protection laws and regulations as well as consumers’ heightened expectations
States and other countries (such as the European Union’s and the U.K.’s General Data Protection Regulations and the to safeguard their
personal
California information.
Consumer PrivacyWe areAct)subject
relating totolaws, rules, guidelines
the collection, from privacydata
use, cross-border regulators,
transfer,and
andregulations
security ofin the United
personal
States and other countries (such as the European Union’s and the U.K.’s General Data Protection
information of consumers, employees, or others, including laws that may require us to notify regulators and affected Regulations and the
California Consumer Privacy Act) relating to the collection, use, cross-border data transfer, and security
individuals of a data security incident. Existing and newly developed laws and regulations may contain broad definitions of personal
information
of personal of consumers,
information, areemployees, or others,
subject to change and including
uncertainlaws that may require
interpretations us toand
by courts notify regulatorsand
regulators, andmayaffected
be
individuals of a data security incident. Existing and newly developed laws and regulations may
inconsistent from state to state or country to country. Accordingly, complying with such laws and regulations may contain broad definitions
lead to a
of personal
decline information,
in consumer are subject
engagement orto change
cause and
us to uncertain
incur interpretations
substantial by courts
costs to modify and regulators,
our operations and may
or business be
practices.
inconsistent
Moreover, from state
regulatory to state
actions or country
seeking to country.
to impose Accordingly,
significant financialcomplying
penalties with such laws and and/or
for noncompliance regulations
legal may lead to a
actions
decline in consumer
(including pursuant toengagement
laws providingor cause us torights
for private incur of
substantial
action by costs to modify
consumers) ourbe
could operations or business
brought against us inpractices.
the event of
Moreover,
a regulatorymisuse
data compromise, actionsofseeking
consumer to impose significant
information, financialor
or perceived penalties for noncompliance
actual non-compliance withand/or legal actions
data protection or
(including
privacy pursuant to laws
requirements. providing
Further, for private rights
any unauthorized of action
release by consumers)
of personal informationcould beharm
could brought
our against us indisrupt
reputation, the event
our of
a data compromise,
business, cause us to misuse
expend of significant
consumer resources,
information,and or perceived
lead to a lossor actual non-compliance
of consumer confidence with data protection
resulting or
in an adverse
privacy on
impact requirements.
our businessFurther, any unauthorized
and/or consumers deciding release of personal
to withhold information
or withdraw could
consent for harm our reputation,
our collection or use disrupt
of data.our
business, cause us to expend significant resources, and lead to a loss of consumer confidence resulting in an adverse
impact on our business and/or consumers deciding to withhold or withdraw consent for our collection or use of data.

26

26

191177_Ford_2022_AR_1OK_R1.indd 30 2/6/23 1:35 PM


Item 1A. Risk Factors (Continued)

ItemFord
1A. Risk Factors
Credit could(Continued)
be subject to new or increased credit regulations, consumer protection regulations, or
other regulations. As a finance company, Ford Credit is highly regulated by governmental authorities in the locations in
whichFord Credit could
it operates, whichbecansubject
imposetosignificant
new or increased
additionalcredit regulations,
costs and/or consumer
restrictions protectionInregulations,
on its business. or
the United States,
for example, Ford Credit’s operations are subject to regulation and supervision under various federal, state, and local in
other regulations. As a finance company, Ford Credit is highly regulated by governmental authorities in the locations
which it operates,
laws, including thewhich can
federal impose significant
Truth-in-Lending Act,additional
Consumercosts and/or
Leasing Act,restrictions on Opportunity
Equal Credit its business.Act,
In the
andUnited States,
Fair Credit
for example,
Reporting Act.Ford Credit’s operations are subject to regulation and supervision under various federal, state, and local
laws, including the federal Truth-in-Lending Act, Consumer Leasing Act, Equal Credit Opportunity Act, and Fair Credit
Reporting Act.
The Dodd-Frank Act directs federal agencies to adopt rules to regulate the finance industry and the capital markets
and gives the Consumer Financial Protection Bureau (“CFPB”) broad rule-making and enforcement authority for a wide
The
range of Dodd-Frank Act directs
consumer financial federallaws
protection agencies to adoptconsumer
that regulate rules to regulate
financethe finance industry
businesses, such asand theCredit’s
Ford capital automotive
markets
and gives the Consumer Financial Protection Bureau (“CFPB”) broad rule-making and enforcement authority
financing business. Exercise of these powers by the CFPB may increase the costs of, impose additional restrictions for a wide
on,
range of consumer financial protection laws that regulate consumer finance businesses, such as Ford Credit’s
or otherwise adversely affect companies in the automotive finance business. The CFPB has authority to supervise and automotive
financing
examine thebusiness. Exercise automotive
largest nonbank of these powers
financeby companies,
the CFPB may increase
such as Fordthe costsfor
Credit, of,compliance
impose additional restrictions
with consumer on,
financial
or otherwise
protection laws.adversely affect companies in the automotive finance business. The CFPB has authority to supervise and
examine the largest nonbank automotive finance companies, such as Ford Credit, for compliance with consumer financial
protection
Failurelaws.
to comply with applicable laws and regulations could subject Ford Credit to regulatory enforcement actions,
including consent orders or similar orders where Ford Credit may be required to revise practices, remunerate customers,
Failure
or pay fines.toAn
comply with applicable
enforcement laws and
action against regulations
Ford could
Credit could subject
harm FordFord Credit
Credit’s to regulatory
reputation enforcement
or lead actions,
to further litigation.
including consent orders or similar orders where Ford Credit may be required to revise practices, remunerate customers,
or pay1B.
ITEM fines. An enforcement
Unresolved action against Ford Credit could harm Ford Credit’s reputation or lead to further litigation.
Staff Comments.

ITEM 1B. Unresolved Staff Comments.


None.

None.

27

27

191177_Ford_2022_AR_1OK_R1.indd 31 2/6/23 1:35 PM


ITEM 2. Properties.

Our principal properties include manufacturing and assembly facilities, distribution centers, warehouses, sales or
administrative offices, and engineering centers.

We own substantially all of our U.S. manufacturing and assembly facilities. Our facilities are situated in various
sections of the country and include assembly plants, engine plants, casting plants, metal stamping plants, transmission
plants, and other component plants. Most of our distribution centers are leased (we own approximately 35% of the total
square footage, and lease the balance). The majority of the warehouses that we operate are leased, although many of
our manufacturing and assembly facilities contain some warehousing space. Substantially all of our sales offices are
leased space. Approximately 85% of the total square footage of our testing, prototype, and operations space is owned by
us.

In addition, we maintain and operate manufacturing plants, assembly facilities, parts distribution centers, and
engineering centers outside of the United States. We own substantially all of our non-U.S. manufacturing plants,
assembly facilities, and engineering centers. The majority of our parts distribution centers outside of the United States are
either leased or provided by vendors under service contracts.

We and the entities that we consolidated as of December 31, 2022 use 13 engineering and research facilities and 44
manufacturing and assembly plants, which includes plants that are operated by us or our consolidated joint venture that
support our Automotive segment.

We have one significant consolidated joint venture in our Automotive segment:

• Ford Vietnam Limited — a joint venture between Ford (75% partner) and Diesel Song Cong One Member Limited
Liability Company (a subsidiary of the Vietnam Engine and Agricultural Machinery Corporation, which in turn is
majority owned (87.43%) by the State of Vietnam represented by the Ministry of Industry and Trade)
(25% partner). Ford Vietnam Limited assembles and distributes a variety of Ford passenger and commercial
vehicle models. The joint venture operates one plant in Vietnam.

In addition to the plants that we operate directly or that are operated by our consolidated joint venture, additional
plants that support our Automotive segment are operated by unconsolidated joint ventures of which we are a partner. The
most significant of our Automotive segment unconsolidated joint ventures are as follows:

• AutoAlliance (Thailand) Co., Ltd. (“AAT”) — a 50/50 joint venture between Ford and Mazda that owns and
operates a manufacturing plant in Rayong, Thailand. AAT produces Ford and Mazda products for domestic and
export sales.

• BlueOval SK, LLC — a 50/50 joint venture among Ford, SK On Co., Ltd., and SK Battery America, Inc. (a wholly
owned subsidiary of SK On) that will build and operate electric vehicle battery plants in Tennessee and Kentucky
to supply batteries to Ford and Ford affiliates.

• Changan Ford Automobile Corporation, Ltd. (“CAF”) — a 50/50 joint venture between Ford and Chongqing
Changan Automobile Co., Ltd. (“Changan”). CAF operates four assembly plants, an engine plant, and a
transmission plant in China where it produces and distributes a variety of Ford passenger vehicle models.

• Ford Lio Ho Motor Company Ltd. (“FLH”) — a joint venture in Taiwan between Ford (26% partner) and local
partners (74% ownership in aggregate) that assembles a variety of Ford vehicles sourced from Ford. In addition
to domestic assembly, FLH imports Ford brand built-up vehicles from Asia Pacific, Europe, and the United States.
The joint venture operates one plant in Taiwan.

• Ford Otomotiv Sanayi Anonim Sirketi (“Ford Otosan”) — a joint venture in Türkiye among Ford (41% partner), the
Koc Group of Türkiye (41% partner), and public investors (18%) that is the sole supplier to us of the Transit,
Transit Custom, and Transit Courier commercial vehicles, and, as of July 2022, the sole supplier of the Puma and
EcoSport for Europe and is the sole distributor of Ford vehicles in Türkiye. Ford Otosan also manufactures Ford
heavy trucks for markets in Europe, the Middle East, and Africa. The joint venture owns three plants, a parts
distribution depot, and a research and development center in Türkiye, and, as of July 2022, a combined vehicle
and engine plant in Romania.

28

191177_Ford_2022_AR_1OK_R1.indd 32 2/6/23 1:35 PM


Item 2. Properties (Continued)

Item• 2. JMC
Properties (Continued) company in China with Ford (32% shareholder) and Nanchang Jiangling Investment Co.,
— a publicly-traded
Ltd. (41% shareholder) as its controlling shareholders. Nanchang Jiangling Investment Co., Ltd. is a 50/50 joint
• JMCventure—a publicly-traded
between Changan company in China
and Jiangling with Company
Motors Ford (32%Group.
shareholder) and Nanchang
The public investors inJiangling
JMC own Investment
27% of itsCo.,
Ltd. (41% shareholder) as its controlling shareholders. Nanchang Jiangling Investment Co.,
total outstanding shares. JMC assembles Ford Transit, a series of Ford SUVs, Ford engines, and non-FordLtd. is a 50/50 joint
venture between Changan and Jiangling Motors Company Group. The public investors in JMC own
vehicles and engines for distribution in China and in other export markets. JMC operates two assembly plants 27% of its
total outstanding shares. JMC
and one engine plant in Nanchang. assembles Ford Transit, a series of Ford SUVs, Ford engines, and non-Ford
vehicles and engines for distribution in China and in other export markets. JMC operates two assembly plants
The and one engine
facilities plant
described in Nanchang.
above are, in the opinion of management, suitable and adequate for the manufacture and
assembly of our and our joint ventures’ products.
The facilities described above are, in the opinion of management, suitable and adequate for the manufacture and
assembly of our and
The furniture, our joint ventures’
equipment, and otherproducts.
physical property owned by our Ford Credit operations are not material in relation
to the operations’ total assets.
The furniture, equipment, and other physical property owned by our Ford Credit operations are not material in relation
to the
ITEM 3.operations’ total assets.
Legal Proceedings.

ITEM 3. Legal
The Proceedings.
litigation process is subject to many uncertainties, and the outcome of individual matters is not predictable with
assurance. See Note 25 of the Notes to the Financial Statements for a discussion of loss contingencies. Following is a
The litigation
discussion of our process is pending
significant subject tolegal
many uncertainties, and the outcome of individual matters is not predictable with
proceedings:
assurance. See Note 25 of the Notes to the Financial Statements for a discussion of loss contingencies. Following is a
discussion
PRODUCTof our significant
LIABILITY pending legal proceedings:
MATTERS

PRODUCT
We are LIABILITY
a defendantMATTERS
in numerous actions in state and federal courts within and outside of the United States alleging
damages from injuries resulting from (or aggravated by) alleged defects in our vehicles. In many actions, no monetary
amountWe are a defendant
of damages in numerous
is specified or theactions
specificinamount
state and federal
alleged is courts within andminimum.
the jurisdictional outside of Our
the United States
experience alleging
with
damagesalleging
litigation from injuries resulting
a specific amountfromof(or aggravated
damages by) alleged
suggests defects
that such in ouron
amounts, vehicles.
average,Inbear
many actions,
little notomonetary
relation the actual
amount of
amount of damages,
damages isif specified
any, that weor the
willspecific amount alleged
pay in resolving is the jurisdictional minimum. Our experience with
such matters.
litigation alleging a specific amount of damages suggests that such amounts, on average, bear little relation to the actual
amount of damages,
In addition if any,actions,
to pending that wewe willassess
pay in the
resolving suchofmatters.
likelihood incidents that likely have occurred but not yet been reported
to us. We also take into consideration specific matters that have been raised as claims but have not yet proceeded to
In addition
litigation. to pending
Individual actions,
product liabilitywe assess
matters thehave
that likelihood
more of incidents
than that
a remote likely
risk haveand
of loss occurred but would
such loss not yetlikely
beenbe
reported
to
significant if the matter is resolved unfavorably to us would be described herein. Currently there are no such matterstoto
us. We also take into consideration specific matters that have been raised as claims but have not yet proceeded
litigation.
report. Individual product liability matters that have more than a remote risk of loss and such loss would likely be
significant if the matter is resolved unfavorably to us would be described herein. Currently there are no such matters to
report.
Below is a product liability matter currently pending against Ford:

Below is a product
Hill v. Ford. Plaintiffsliability
in thismatter
productcurrently
liabilitypending against in
action pending Ford:
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,
ruledHill Ford. Plaintiffs
v. Ford’s
that attorneysinhad thisviolated
productpre-trial
liability rulings
action pending in Georgia
while presenting state court
evidence, andallege that the
sanctioned roofby
Ford ofprohibiting
a 2002 Ford
F-250 involved in a rollover accident was defectively designed. During the first trial in
Ford from introducing any evidence at the second trial to show that the roof design of the F-250 was not defective. 2018, the judge declared a mistrial,
During
ruled that Ford’s attorneys had violated pre-trial rulings while presenting evidence, and sanctioned
the second trial in August 2022, a jury found that Pep Boys (the party that sold the tires on the vehicle involved in the Ford by prohibiting
Ford from
rollover introducing
accident) was any evidencefor
responsible at30%
the second trial to show
of the damages, andthat theas
Ford, roof designresult
a direct of theofF-250 was not order
the sanctions defective. During
prohibiting
the second trial in August 2022, a jury found that Pep Boys (the party that sold the tires
Ford from presenting its defense, was responsible for 70% of the damages, resulting in $16.8 million in damages being on the vehicle involved in the
rollover accident)
apportioned to Ford. wasThe responsible for 30% ofawarded
jury subsequently the damages, and
punitive Ford, asagainst
damages a directFordresultin of
thethe sanctions
amount order
of $1.7 prohibiting
billion. We
Ford from presenting its defense, was responsible for 70% of the damages, resulting
have filed post-trial motions and are seeking a new trial. A hearing on our post-trial motions was held on in $16.8 million in damages being
apportioned19,
December to 2022,
Ford. and Thewe jurybelieve
subsequently
the law awarded
supports punitive damages
our position against
that Ford Ford intothe
is entitled amount
a new trial of
with$1.7
thebillion.
right toWe
have filed
present post-trial
evidence inmotions
its defense.and are seeking a new trial. A hearing on our post-trial motions was held on
December 19, 2022, and we believe the law supports our position that Ford is entitled to a new trial with the right to
present evidence in its defense.

29

29

191177_Ford_2022_AR_1OK_R1.indd 33 2/6/23 1:35 PM


Item 3. Legal Proceedings (Continued)

Item 3. LegalMATTERS
ASBESTOS Proceedings (Continued)

ASBESTOS
AsbestosMATTERS
was used in some brakes, clutches, and other automotive components from the early 1900s. Along with
other vehicle manufacturers, we have been the target of asbestos litigation and, as a result, are a defendant in various
Asbestos
actions was used
for injuries in some
claimed brakes,
to have clutches,
resulted and other
from alleged automotive
exposure components
to Ford from the
parts and other early 1900s.
products Along
containing with
asbestos.
other vehicle manufacturers, we have been the target of asbestos litigation and, as a result, are a defendant
Plaintiffs in these personal injury cases allege various health problems as a result of asbestos exposure, either from in various
actions
componentfor injuries claimed
parts found to have
in older resulted
vehicles, from alleged
insulation exposure
or other asbestosto Ford partsinand
products our other products
facilities, containing
or asbestos asbestos.
aboard our
Plaintiffs in these personal injury cases allege various health problems as a result of asbestos exposure,
former maritime fleet. We believe that we are targeted more aggressively in asbestos suits because many previously either from
component parts found
targeted companies in filed
have olderforvehicles, insulation
bankruptcy or other
or emerged asbestos
from products
bankruptcy in our
relieved offacilities, or such
liability for asbestos aboard our
claims.
former maritime fleet. We believe that we are targeted more aggressively in asbestos suits because many previously
targeted
Mostcompanies have litigation
of the asbestos filed for bankruptcy or emerged
we face involves from who
individuals bankruptcy
claim torelieved of liability
have worked for brakes
on the such claims.
of our vehicles.
We are prepared to defend these cases and believe that the scientific evidence confirms our long-standing position that
thereMost
is noofincreased
the asbestosrisk litigation we face involves
of asbestos-related disease individuals
as a resultwho claim to have
of exposure worked
to the type ofonasbestos
the brakes of our used
formerly vehicles.
in the
We are prepared to defend these cases and believe that the scientific evidence confirms our long-standing
brakes on our vehicles. The extent of our financial exposure to asbestos litigation remains very difficult to estimate and position that
there is no increased risk of asbestos-related disease as a result of exposure to the type of asbestos
could include both compensatory and punitive damage awards. The majority of our asbestos cases do not specify a dollar formerly used in the
brakes on our vehicles. The extent of our financial exposure to asbestos litigation remains very
amount for damages; in many of the other cases the dollar amount specified is the jurisdictional minimum, and the vast difficult to estimate and
could include
majority bothcases
of these compensatory and punitive
involve multiple damage
defendants. awards.
Some Thecases
of these majority
mayof also
our asbestos cases do
involve multiple not specify
plaintiffs, a dollar
and we may
amount for damages; in many of the other cases the dollar amount specified is the jurisdictional
be unable to tell from the pleadings which plaintiffs are making claims against us (as opposed to other defendants). minimum, and the vast
majority of these
Annual payout andcases involve
defense multiple
costs defendants.
may become Someinofthe
significant these cases
future. Our may also involve
accrual multiple
for asbestos plaintiffs,
matters and we may
includes
be unable to tell from the pleadings which plaintiffs
probable losses for both asserted and unasserted claims. are making claims against us (as opposed to other defendants).
Annual payout and defense costs may become significant in the future. Our accrual for asbestos matters includes
probable losses
CONSUMER for both asserted and unasserted claims.
MATTERS

CONSUMER
We provide MATTERS
warranties on the vehicles we sell. Warranties are offered for specific periods of time and/or mileage and
vary depending upon the type of product and the geographic location of its sale. Pursuant to these warranties, we will
Wereplace,
repair, provide or
warranties on the
adjust parts on avehicles
vehicle we
thatsell. Warranties
are defective in are offered for specific
factory-supplied periods
materials of time and/or
or workmanship mileage
during the and
vary depending
specified upon
warranty the type
period. Weof product
are and the
a defendant ingeographic locationinofstate
numerous actions its sale. Pursuant
and federal to these
courts warranties,
alleging breach ofwewarranty
will
repair,
and replace,
claiming or adjustbased
damages parts on
on state
a vehicle that areconsumer
and federal defective in factory-supplied
protection materialsunder
laws. Remedies or workmanship
these statutesduring
maythe include
specified warranty period.
vehicle repurchase, We are a
civil penalties, defendant
and paymentinby numerous actions
Ford of the in state
plaintiff’s and federal
attorneys’ fees. courts
In somealleging
cases,breach of warranty
plaintiffs also
and claiming
include damages
an allegation of based
fraud. on state andfor
Remedies federal
a fraud consumer
claim may protection laws. Remedies
include contract under
rescission, these
vehicle statutes may
repurchase, andinclude
vehicle repurchase,
punitive damages. civil penalties, and payment by Ford of the plaintiff’s attorneys’ fees. In some cases, plaintiffs also
include an allegation of fraud. Remedies for a fraud claim may include contract rescission, vehicle repurchase, and
punitive
The damages.
cost of these litigation matters is included in our warranty costs. We accrue obligations for warranty costs at the
time of sale using a patterned estimation model that includes historical information regarding the nature, frequency, and
The cost
average cost of
of these
claimslitigation
for eachmatters
vehicle is included
line in our
by model warranty
year. costs. We
We reevaluate theaccrue obligations
adequacy for warranty
of our accruals on acosts at the
regular
time of
basis. sale using a patterned estimation model that includes historical information regarding the nature, frequency, and
average cost of claims for each vehicle line by model year. We reevaluate the adequacy of our accruals on a regular
basis.
We are currently a defendant in a significant number of litigation matters relating to the performance of vehicles,
including those equipped with DPS6 transmissions.
We are currently a defendant in a significant number of litigation matters relating to the performance of vehicles,
including those equipped
ENVIRONMENTAL with DPS6 transmissions.
MATTERS

ENVIRONMENTAL
We have received MATTERS
notices under various federal and state environmental laws that we (along with others) are or may
be a potentially responsible party for the costs associated with remediating numerous hazardous substance storage,
We have
recycling, receivedsites
or disposal notices understates
in many various federal
and, andinstances,
in some state environmental
for natural laws that we
resource (along with
damages. We others)
also may arehave
or may
be a potentially responsible party for the costs associated with remediating numerous hazardous
been a generator of hazardous substances at a number of other sites. The amount of any such costs or damages forsubstance storage,
recycling,
which we mayor disposal
be heldsites in many could
responsible statesbe
and, in some instances,
significant. for natural resource
Any legal proceeding damages.
arising under We also
any federal, mayorhave
state, local
been a generator of hazardous substances at a number of other sites. The amount of any such costs
provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily or damages forfor
which we may be held responsible could be significant. Any legal proceeding arising under any federal, state,
the purpose of protecting the environment, in which (i) a governmental authority is a party, and (ii) we believe there is the or local
provisions that
possibility of have been
monetary enacted
sanctions or adopted
(exclusive regulating
of interest andthe discharge
costs) of materials
in excess into theisenvironment
of $1,000,000 or primarily for
described herein.
the purpose of protecting the environment, in which (i) a governmental authority is a party, and (ii) we believe there is the
possibility
On June of monetary
16, 2022, sanctions (exclusive
the New Jersey of interest
Department of and costs) in excess
Environmental of $1,000,000
Protection (“NJDEP”)isfiled
described herein.
a complaint in the
Superior Court of New Jersey (Bergen County) seeking natural resource damages and other claims related to the
On June
Ringwood 16, 2022, the
Mines/Landfill New
Site Jersey
located in Department of Environmental
Ringwood, New Protection
Jersey. We are (“NJDEP”)
defending filed aallegations
the NJDEP’s complaint and
in the
have filed
Superior
a motion Court of New Jersey (Bergen County) seeking natural resource damages and other claims related to the
to dismiss.
Ringwood Mines/Landfill Site located in Ringwood, New Jersey. We are defending the NJDEP’s allegations and have filed
a motion to dismiss.

30

30

191177_Ford_2022_AR_1OK_R1.indd 34 2/6/23 1:35 PM


Item 3. Legal Proceedings (Continued)

Item 3. Legal
CLASS Proceedings (Continued)
ACTIONS

CLASS ACTIONS
In light of the fact that few of the purported class actions filed against us in the past have been certified by the courts
as class actions, in general we list those actions that (i) have been certified as a class action by a court of competent
In light (and
jurisdiction of theany
factadditional
that few of the purported
purported class class
actionsactions filed allegations
that raise against us substantially
in the past have been
similar to certified by the
an existing andcourts
as class actions, in general we list those actions that (i) have been certified as a class action by a court
certified class), and (ii) have more than a remote risk of loss, and such loss would likely be significant if the action is of competent
jurisdiction (and any additional
resolved unfavorably purported
to us. At this class
time, we actions
have no suchthatclass
raiseactions
allegations
filed substantially
against us. similar to an existing and
certified class), and (ii) have more than a remote risk of loss, and such loss would likely be significant if the action is
resolved unfavorably to us. At this time, we have no such class actions filed against us.
OTHER MATTERS

OTHER MATTERS
Brazilian Tax Matters. 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
Brazilian
federal Tax Matters.
tax incentives One Brazilian
Ford Brazil receivedstate (São
for its Paulo) and
operations theBrazilian
in the Brazilianstate
federal tax authority
of Bahia. The São currently have
Paulo assessment is
outstanding substantial tax assessments against Ford Motor Company Brasil Ltda. (“Ford Brazil”)
part of a broader conflict among various states in Brazil. The federal legislature enacted laws designed to encouragerelated to state and the
federal
states totax incentives
end Fordand
that conflict, Brazil received
in 2017 for its operations
the states reached aninagreement
the Brazilian
on state of Bahia.
a framework forThe São Paulo
resolution. Ford assessment
Brazil is
part of a broader conflict among various states in Brazil. The federal legislature enacted laws
continues to pursue a resolution under the framework and expects the amount of any remaining assessments by the designed to encourage the
states
states toto end that conflict,
be resolved underand thatinframework.
2017 the states
The reached an agreement
federal assessments onoutside
are a framework for resolution.
the scope Ford Brazil
of the legislation.
continues to pursue a resolution under the framework and expects the amount of any remaining assessments by the
states
All to
of be
theresolved under
outstanding that framework.
assessments have The
beenfederal assessments
appealed are outside
to the relevant the scope
administrative of the
court legislation.
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
All of required
not been the outstanding assessments
to post any collateral.have
If webeen appealedtotopost
are required the collateral,
relevant administrative court
which could be of eachofjurisdiction.
in excess $1 billion, weTo
proceedit with
expect to bean
in appeal
the form within the assets,
of fixed judicial surety
court system,
bonds, an appellant
and/or lettersmay be required
of credit, but weto post
may becollateral.
required toTopost
date, we have
cash
not been required
collateral. Although to the
postultimate
any collateral.
resolutionIf we are required
of these mattersto
maypost collateral,
take whichwe
many years, could be in excess
consider of $1risk
our overall billion, weto
of loss
expect
be it to be in the form of fixed assets, surety bonds, and/or letters of credit, but we may be required to post cash
remote.
collateral. Although the ultimate resolution of these matters may take many years, we consider our overall risk of loss to
be remote.
Transit Connect Customs Penalty Notice. U.S. Customs and Border Protection (“CBP”) ruled in 2013 that Transit
Connects imported as passenger wagons and later converted into cargo vans are subject to the 25% duty applicable to
cargoTransit Connect
vehicles, ratherCustoms
than thePenalty Notice.
2.5% duty U.S. Customs
applicable and Border
to passenger Protection
vehicles. We filed(“CBP”) ruledin
a challenge inthe
2013
U.S.that Transit
Court of
Connects
Internationalimported as passenger
Trade (“CIT”), and CIT wagons
ruled inand
ourlater converted
favor in 2017. into
CBPcargo vans are subject
subsequently to theof
filed a notice 25% dutytoapplicable
appeal the U.S. to
cargo
Court ofvehicles,
Appealsrather than
for the the 2.5%
Federal dutywhich
Circuit, applicable to favor
ruled in passenger vehicles.
of CBP. Wethe
Following filed a challenge
U.S. SupremeinCourt’s
the U.S. Court
denial of of
our
International Trade (“CIT”), and CIT ruled in our favor in 2017. CBP subsequently filed a notice of appeal to
petition for a writ of certiorari in 2020, we paid the increased duties for certain prior imports, plus interest, and disclosed the U.S.
Court
that CBPof Appeals for the
might assert a Federal
claim forCircuit, which
penalties. ruled in favorCBP
Subsequently, of CBP. Following
issued thenotice
a penalty U.S. Supreme
to us dated Court’s denial
July 22, of and
2021, our on
petition for a writ of certiorari in 2020, we paid the increased duties for certain prior imports, plus interest,
November 18, 2021, CBP assessed against us a monetary penalty of $1.3 billion and additional duties of $181 million, and disclosed
that
plus CBP mightWe
interest. assert
intenda claim for penalties.
to vigorously defendSubsequently,
our actions and CBP issued
contest a penalty
payment notice
of the to us and
penalty datedtheJuly 22, 2021,
additional and on
duties.
November 18, 2021, CBP assessed against us a monetary penalty of $1.3 billion and additional duties of $181 million,
plusEuropean
interest. We intend to vigorously
Commission defend our actions
and U.K. Competition and contest
and Markets payment
Authority Matter.ofOntheMarch
penalty 15,and the the
2022, additional
Europeanduties.
Commission (the “Commission”) and the U.K. Competition and Markets Authority (the “CMA”) conducted unannounced
European
inspections Commission
at the premises and U.K.sent
of, and Competition and Markets
formal requests Authority to,
for information Matter.
severalOncompanies
March 15, and2022, the European
associations active in
Commission (the “Commission”) and the U.K. Competition and Markets Authority (the
the automotive sector, including Ford. The inspections and requests for information concern possible collusion “CMA”) conducted unannounced
in relation
inspections
to the collection,at thetreatment,
premises andof, and sent formal
recovery requests
of end-of-life for and
cars information to, several
vans (“ELVs”). Wecompanies
understandand thatassociations
the scope ofactive
the in
the automotive sector, including Ford. The inspections and requests for information concern
investigations includes determining whether manufacturers and importers of passenger cars and vans agreed to an possible collusion in relation
to the collection, treatment, and recovery of end-of-life cars and vans (“ELVs”). We understand
approach to (i) the compensation of ELV collection, treatment, and recovery companies, and (ii) the use of data relating to that the scope of the
investigations
the recyclability includes determining
or recoverability whether
of ELVs manufacturers
in marketing and importers
materials, and whether of passenger
such conductcarsviolates
and vans agreedcompetition
relevant to an
approach to (i) the compensation of ELV collection, treatment, and recovery companies, and (ii)
laws. If a violation is found, a broad range of remedies is potentially available to the Commission and/or CMA, including the use of data relating to
the recyclability or recoverability of ELVs in marketing materials, and whether such conduct violates
imposing a fine and/or the prohibition or restriction of certain business practices. Given that this investigation is in its earlyrelevant competition
laws.
stages,If ita is
violation
difficult is
tofound,
predictathe
broad range or
outcome of what
remedies is potentially
remedies, available
if any, may to the Commission
be imposed. and/or CMA,
We are cooperating with including
the
imposing a fine and/or the prohibition or restriction
Commission and the CMA as they complete their investigations. of certain business practices. Given that this investigation is in its early
stages, it is difficult to predict the outcome or what remedies, if any, may be imposed. We are cooperating with the
Commission
ITEM 4. Mineand the CMA
Safety as they complete their investigations.
Disclosures.

ITEM 4. applicable.
Not Mine Safety Disclosures.

Not applicable.

31

31

191177_Ford_2022_AR_1OK_R1.indd 35 2/6/23 1:35 PM


ITEM 4A. Executive Officers of Ford.

Our executive officers are as follows, along with each executive officer’s position and age at February 1, 2023:
Position
Name Position Held Since Age
William Clay Ford, Jr. (a) Executive Chair and Chair of the Board September 2006 65

James D. Farley, Jr. (b) President and Chief Executive Officer October 2020 60

John Lawler Chief Financial Officer October 2020 56

Michael Amend Chief Enterprise Technology Officer September 2021 45

Steven P. Croley Chief Policy Officer and General Counsel July 2021 57

J. Doug Field Chief Advanced Product Development and Technology Officer September 2022 57

Marin Gjaja Chief Customer Officer, Ford Model e March 2022 53

Jennifer Waldo Chief People and Employee Experience Officer May 2022 46

Theodore Cannis CEO, Ford Pro May 2022 56

Anning Chen President and Chief Executive Officer, Ford of China December 2018 61

Ashwani (“Kumar”) Galhotra President, Ford Blue March 2022 57

Cathy O’Callaghan Controller June 2018 54

__________
(a) Also a Director, Chair of the Office of the Chair and Chief Executive, Chair of the Finance Committee, and a member of the Sustainability,
Innovation and Policy Committee of the Board of Directors. Mr. Ford’s daughter, Alexandra Ford English, is a member of the Board of Directors.
(b) Also a Director and member of the Office of the Chair and Chief Executive.

Except as noted below, each of the officers listed above has been employed by Ford or its subsidiaries in one or more
capacities during the past five years.

Prior to joining Ford:

• Michael Amend was President, Online, at Lowe’s from 2018 to 2021. From 2015 to 2018, Mr. Amend served as
Executive Vice President, Omnichannel, at JCPenney.

• Steven Croley was a partner in the Washington, D.C., office of Latham & Watkins from 2017 to 2021. From 2014
to 2017, Mr. Croley served as General Counsel for the U.S. Department of Energy.

• J. Doug Field was Vice President, Special Projects Group, at Apple from 2018 to 2021. From 2013 to 2018, Mr.
Field served as Tesla’s Senior Vice President of Engineering.

• Marin Gjaja was Senior Partner and Managing Director at Boston Consulting Group (“BCG”). He had been at
BCG since 1996.

• Jennifer Waldo was Vice President, People Business Partners at Apple from March 2019 to April 2022. From
September 2015 to February 2019, Ms. Waldo was Chief Human Resources Officer at GE Digital.

• Anning Chen held several leadership roles in Chery Automobile LTD, China from 2010 to 2018, including: Chief
Executive Officer; Executive Vice President and Chief Operating Officer; and Vice President of Products and
Engineering. He also held the positions of Chairman of the Board of Directors, Chery Jaguar Land Rover
Automotive, China; and Chairman of the Board, Qoros Automotive, China.

Under our by-laws, executive officers are elected by the Board of Directors at an annual meeting of the Board held for
this purpose or by a resolution to fill a vacancy. Each officer is elected to hold office until a successor is chosen or as
otherwise provided in the by-laws.

32

191177_Ford_2022_AR_1OK_R1.indd 36 2/6/23 1:35 PM


PART II.

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.

Market for Registrant’s Stock

Our Common Stock is listed on the New York Stock Exchange in the United States under the symbol F. As of
January 30, 2023, stockholders of record of Ford included approximately 104,339 holders of Common Stock and
3 holders of Class B Stock. We believe that the number of beneficial owners is substantially greater than the number of
record holders because a large portion of our Common Stock is held in “street name” by brokers.

Stock Performance Graph

The information contained in this Stock Performance Graph section shall not be deemed to be “soliciting material” or
“filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange
Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act or
the Exchange Act.

The following graph compares the cumulative total shareholder return on our Common Stock with the total return on
the S&P 500 Index and the Dow Jones Automobiles & Parts Titans 30 Index for the five year period ended
December 31, 2022. It shows the growth of a $100 investment on December 31, 2017, including the reinvestment of all
dividends.

COMPARISON OF CUMULATIVE FIVE-YEAR TOTAL RETURN


$200

$180

$160

$140

$120

$100

$80

$60
12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022

Ford Motor Company S&P 500 Dow Jones Titans 30

Base Period Years Ending


Company/Index 2017 2018 2019 2020 2021 2022
Ford Motor Company 100 66 85 82 194 112
S&P 500 100 96 126 149 192 157
Dow Jones Automobiles & Parts Titans 30 100 79 89 135 169 115

33

191177_Ford_2022_AR_1OK_R1.indd 37 2/6/23 1:35 PM


Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(Continued)
ItemIssuer
5. Market for Registrant’s
Purchases Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
of Securities
(Continued)
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Issuer
(Continued) Purchases
In the fourth quarterofofSecurities
2022, we completed a modest anti-dilutive share repurchase program to offset the dilutive
Issuer Purchases of Securitiesgranted during 2022. The plan authorized repurchases of up to 35 million shares of
effect of share-based compensation
FordInCommon
the fourthStock.
quarter of 2022, we completed a modest anti-dilutive share repurchase program to offset the dilutive
effect
In of
theshare-based compensation
fourth quarter of 2022, we granted during
completed 2022. anti-dilutive
a modest The plan authorized repurchases
share repurchase of upto
program tooffset
35 million shares of
the dilutive
Total Number of Maximum Number
Ford Common
effect Stock. compensation granted during 2022. The plan authorized repurchases ofShares
of share-based up to 35 million shares of
(or Approximate
Ford Common Stock. Purchased as Dollar Value) of
Total Number of Maximum Number
Part of Publicly- Shares that May
Total Number Shares
Announced (or Be
Yet Approximate
Purchased
Total Numberasof
Purchased Maximum
Dollar theNumber
Value) of
of Shares Average Price Plans
Sharesor Under
(or Plans
Approximate
Period Purchased Paid per Share PartPrograms
of Publicly- Shares that
or Programs May
Total Number Purchased
Announced as Dollar Value)
Yet Be Purchased of
October 1, 2022 through October 31, 2022 of Shares — $Average Price— PartPlans
of Publicly-
or — Shares
Under thethatPlans
May—
Period Total Number
Purchased Paid per Share Announced
Programs YetorBe Purchased
Programs
November 1, 2022 through November 30, 2022 of35,000,000
Shares Average Price
13.81 Plans or
35,000,000 Under the Plans —
Period
October 1, 2022 through October 31, 2022 Purchased — $Paid per Share
— Programs — or Programs —
December 1, 2022 through December 31, 2022 — — — —
October
November 1,1,
2022 through
2022 October
through 31, 2022
November 30, 2022 —
35,000,000 $ —
13.81 —
35,000,000 —
Total / Average 35,000,000 $ 13.81 — —
November
December 1, 2022 through November
December 30,
31, 2022 35,000,000
— 13.81
— 35,000,000
— —
December 1, 2022 through December 31, 2022
Total / Average —
35,000,000 $ —
13.81 — —
Dividends
Total / Average 35,000,000 $ 13.81 — —
Dividends
The table below shows the dividends we paid per share of Common and Class B Stock for each quarterly period in
2021Dividends
and 2022:
The table below shows the dividends we paid per share of Common and Class B Stock for each quarterly period in
2021 2022
2021The
andtable
2022:
below shows the dividends we paid per share of Common and Class B Stock for each quarterly period in
First Second Third Fourth First Second Third Fourth
2021 and 2022: Quarter Quarter 2021 Quarter Quarter Quarter Quarter 2022 Quarter Quarter
Dividends per share of Ford First Second 2021 Third Fourth First Second 2022 Third Fourth
Common and Class B Stock $ Quarter Quarter
0.00 $ Quarter Quarter
0.10 $ Quarter Quarter
0.10 $ Quarter Quarter
First0.00 $ Second Third0.00 $ Fourth First0.10 $ Second Third0.15 $ Fourth
0.15
Dividends per share of Ford Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
Common and Class B Stock $ 0.00 $ 0.00 $ 0.00 $ 0.10 $ 0.10 $ 0.10 $ 0.15 $ 0.15
Dividends per share of
On February 2,Ford
2023, we declared a regular dividend of $0.15 per share and a supplemental dividend of $0.65 per
Common and Class B Stock $ 0.00 $ 0.00 $ 0.00 $ 0.10 $ 0.10 $ 0.10 $ 0.15 $ 0.15
share.
On February 2, 2023, we declared a regular dividend of $0.15 per share and a supplemental dividend of $0.65 per
share.
On February 2, 2023, we declared a regular dividend of $0.15 per share and a supplemental dividend of $0.65 per
Subject to legally available funds, we intend to continue to pay a regular quarterly cash dividend on our outstanding
share.
Common Stock and Class B Stock. The declaration and payment of future dividends is at the sole discretion of our Board
Subject after
of Directors to legally available
taking funds,various
into account we intend to continue
factors, to our
including payfinancial
a regularcondition,
quarterly operating
cash dividend on available
results, our outstanding
cash,
Common Stock
Subject to and Class
legally B Stock.
available The
funds,
and current and anticipated cash needs. we declaration
intend to and payment
continue to pay of
a future
regulardividends
quarterly is at
cash the sole
dividenddiscretion
on of our Board
our outstanding
of Directors
Common afterand
Stock taking intoBaccount
Class various
Stock. The factors, and
declaration including our financial
payment of future condition, operating
dividends is results,
at the sole available
discretion cash,
of our Board
and
of current and
Directors afteranticipated
taking into cash needs.
account various factors, including our financial condition, operating results, available cash,
and current and anticipated cash needs.

34

34
34
191177_Ford_2022_AR_1OK_R2.indd 38 2/21/23 10:36 AM
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Key Trends and Economic Factors Affecting Ford and the Automotive Industry

COVID-19 and Supplier Disruptions. The impact of COVID-19, including changes in consumer behavior, pandemic
fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the
global economy. Outbreaks in certain regions continue to cause intermittent COVID-19-related disruptions in our supply
chain and local manufacturing operations. We also continue to face supplier disruptions due to labor shortages and other
production issues, in addition to the continuing semiconductor shortage. Our inconsistent production schedule has been
disruptive to our suppliers’ operations, which, in turn, has led to higher costs and production shortfalls. Further, actions
taken by Russia in Ukraine have impacted and could further impact our suppliers, particularly our lower tier suppliers, as
well as our operations in Europe. For additional information on the impact of supplier disruptions, see the Outlook section
on page 73.

Currency Exchange Rate Volatility. After aggressively easing monetary policy in response to the COVID-19
pandemic, the Federal Reserve, and other central banks around the world, in 2022 began to withdraw monetary stimulus
by raising interest rates. Periods of monetary policy tightening are often associated with heightened financial market and
currency volatility, especially for those markets that are outliers in terms of their economic or monetary policy backdrop.
This is notable for many emerging markets, which may also face increased exposure to commodity prices and political
instability, contributing to unpredictable movements in the value of their exchange rates. In addition to direct impacts on
the financial flows of global automotive companies, currency movements can also impact pricing of vehicles exported to
overseas markets. In most markets, exchange rates are market-determined, and all are impacted by many different
macroeconomic and policy factors, and thus likely to remain volatile. However, in some markets, exchange rates are
heavily influenced or controlled by governments.

Pricing Pressure. Over the last year, prices of both new and used vehicles have increased substantially due to strong
demand, supply shortages, and inflationary costs. We have already observed some moderation in the rate of price
increases as auto production slowly recovers from the semiconductor shortage, but it is unclear whether prices will decline
fully to pre-COVID-19 pandemic levels. Over the long term, intense competition and excess capacity are likely to put
downward pressure on inflation-adjusted prices for similarly-contented vehicles and contribute to a challenging pricing
environment for the automotive industry in most major markets.

Commodity and Energy Prices. Prices for commodities remain volatile. In some cases, spot prices for various
commodities have recently diverged somewhat, as anticipated weakening in global industrial activity mitigates price
increases for base metals such as steel and aluminum, while precious metals (e.g., palladium), and raw materials that are
used in batteries for electric vehicles (e.g., lithium, cobalt, nickel, graphite, and manganese, among other materials, for
batteries) remain high. The net impact on us and our suppliers has been higher material costs overall. To help ensure
supply of raw materials for critical components (e.g., batteries), we, like others in the industry, have entered into multi-year
sourcing agreements and may enter into additional agreements. Similar dynamics are impacting energy markets, with
Europe particularly exposed to the risk of both higher prices and constraints on supply of natural gas due to the ongoing
conflict in Ukraine. Such shortages may impact facilities operated by us or our suppliers, which could have an impact on
us in Europe and other regions. In the long term, the outcome of de-carbonization and electrification of the vehicle fleet
may depress oil demand, but the global energy transition will also contribute to ongoing volatility of oil and other energy
prices. For additional information on commodity costs, see the Outlook section on page 73.

Vehicle Profitability. Our financial results depend on the profitability of the vehicles we sell, which may vary
significantly by vehicle line. In general, larger vehicles tend to command higher prices and be more profitable than smaller
vehicles, both across and within vehicle segments. For example, in North America, our larger, more profitable vehicles
had an average contribution margin that was 120% of our total average contribution margin across all vehicles, whereas
our smaller vehicles had significantly lower contribution margins. In addition, government regulations aimed at reducing
emissions and increasing fuel efficiency (e.g., ZEV mandates and low emission zones), and other factors that accelerate
the transition to electrified vehicles, may increase the cost of vehicles by more than the perceived benefit to consumers
and dampen margins.

35

191177_Ford_2022_AR_1OK_R1.indd 39 2/6/23 1:35 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemTrade
7. Management’s
Policy. To theDiscussion and Analysis
extent governments of Financial
in various Condition
regions and or
implement Results of Operations
intensify (Continued)
barriers to imports, such as
erecting tariff or non-tariff barriers or manipulating their currency, and provide advantages to local exporters selling into the
Trade
global Policy. Tothere
marketplace, the extent
can begovernments
a significant in variousimpact
negative regionsonimplement or intensify
manufacturers basedbarriers
in otherto imports,While
markets. such aswe
erecting tariff or non-tariff barriers or manipulating their currency, and provide advantages to local exporters
believe the long-term trend will support the growth of free trade, we will continue to monitor and address developing selling into the
global
issues.marketplace, there can be a significant negative impact on manufacturers based in other markets. While we
believe the long-term trend will support the growth of free trade, we will continue to monitor and address developing
issues.
Inflation and Interest Rates. We continue to see near-term impacts on our business due to inflation, including ongoing
global price pressures in the wake of Russia’s invasion of Ukraine, driving up energy prices, freight premiums, and other
Inflation
operating andabove
costs Interest Rates.
normal We continue
rates. Although to see near-term
headline inflationimpacts on ourStates
in the United business
anddue to inflation,
Europe appearsincluding ongoing
to have peaked,
global price pressures in the wake of Russia’s invasion of Ukraine, driving up energy prices, freight premiums,
as gasoline and natural gas prices recede from the latest spike, core inflation (excluding food and energy prices) remains and other
operating costs above normal rates. Although headline inflation in the United States and Europe
elevated and is a source of continued cost pressure on businesses and households. Interest rates have increased appears to have peaked,
as gasoline and
significantly naturalbanks
as central gas prices recede from
in developed the latest
countries attemptspike, core inflation
to subdue (excluding
inflation food and energy
while government deficits prices)
and debtremains
remain
elevated and is a source of continued cost pressure on businesses and households. Interest rates
at high levels in many global markets. Accordingly, the eventual implications of higher government deficits and debt, have increased
significantly as central
tighter monetary policy,banks in developed
and potentially countries
higher long-termattempt to subdue
interest rates mayinflation
drive while government
a higher deficits
cost of capital forand
the debt remain
business.
at high levels in many global markets. Accordingly, the eventual implications of higher government deficits
At Ford Credit, rising interest rates may impact its ability to source funding and offer financing at competitive rates, which and debt,
tighter monetary
could reduce policy, and
its financing potentially higher long-term interest rates may drive a higher cost of capital for the business.
margin.
At Ford Credit, rising interest rates may impact its ability to source funding and offer financing at competitive rates, which
could
Revenuereduce its financing margin.

Revenue
Our Automotive segment revenue is generated primarily by sales of vehicles, parts, and accessories. Revenue is
recorded when control is transferred to our customers (generally, our dealers and distributors). For the majority of sales,
this Our Automotive
occurs segment
when products arerevenue
shippedisfromgenerated primarily by facilities.
our manufacturing sales of vehicles,
However,parts, and accessories.
we defer a portion of the Revenue is
consideration
recorded when
received when there
control
is is transferred
a separate to our
future or customers
stand-ready (generally, our dealers
performance andsuch
obligation, distributors).
as extendedForservice
the majority of sales,
contracts or
this occurs
ongoing whenconnectivity.
vehicle products areRevenue
shipped fromrelatedourtomanufacturing
extended service facilities. However,
contracts we deferover
is recognized a portion
the termof the consideration
of the agreement
received
in when
proportion to there is a separate
the costs we expectfuture or stand-ready
to incur in satisfying performance obligation, such
the contract obligations; as extended
revenue related toservice contracts
other future or
or stand-
ongoing
ready vehicle connectivity.
performance obligationsRevenue related
is generally to extended
recognized on a service contracts
straight-line basisisover
recognized over
the period in the
whichterm of the agreement
services are
in proportion
expected to performed.
to be the costs weVehicles
expect to incur
sold in satisfying
to daily thecompanies
rental car contract obligations; revenuetorelated
with an obligation to other
repurchase forfuture or stand-
a guaranteed
ready performance
amount, exercisableobligations
at the option is generally recognized
of the customer, on a straight-line
are accounted basis overleases,
for as operating the period
within which
lease services
revenue are
recognized
expected to beofperformed.
over the term Vehicles sold
the lease. Proceeds fromtothedaily rental
sale car companies
of vehicles at auction with
areanrecognized
obligation in
to revenue
repurchaseupon fortransfer
a guaranteed
of
amount, exercisable at the option
control of the vehicle to the buyer. of the customer, are accounted for as operating leases, with lease revenue recognized
over the term of the lease. Proceeds from the sale of vehicles at auction are recognized in revenue upon transfer of
control of of
Most thethe
vehicle to the
vehicles soldbuyer.
by us to our dealers and distributors are financed at wholesale by Ford Credit. Upon Ford
Credit originating the wholesale receivable related to a dealer’s purchase of a vehicle, Ford Credit pays cash to the
MostAutomotive
relevant of the vehicles
legalsold by in
entity uspayment
to our dealers and distributors
of the dealer’s obligationarefor
financed at wholesale
the purchase price ofbythe
Ford Credit.The
vehicle. Upon Ford
dealer
Credit originating the wholesale receivable related to a dealer’s purchase of a vehicle, Ford
then pays the wholesale finance receivable to Ford Credit when it sells the vehicle to a retail customer. Credit pays cash to the
relevant Automotive legal entity in payment of the dealer’s obligation for the purchase price of the vehicle. The dealer
thenOur
pays the Credit
Ford wholesale finance
segment receivable
revenue to Ford Credit
is generated when
primarily fromit interest
sells theonvehicle
financeto receivables
a retail customer.
and revenue from
operating leases. Revenue from interest on finance receivables is recognized over the term of the receivable using the
Our method
interest Ford Credit
and segment revenue
includes the is generated
amortization primarily
of certain fromorigination
deferred interest oncosts.
financeRevenue
receivables
fromand revenue
operating from is
leases
operating leases. Revenue from interest on finance receivables
recognized on a straight-line basis over the term of the lease. is recognized over the term of the receivable using the
interest method and includes the amortization of certain deferred origination costs. Revenue from operating leases is
recognized on a straight-line
Transactions between ourbasis over theand
Automotive term of the
Ford lease.
Credit segments occur in the ordinary course of business. For
example, we offer special retail financing and lease incentives to dealers’ customers who choose to finance or lease our
Transactions
vehicles from Fordbetween
Credit. ourTheAutomotive andincentives
cost for these Ford Credit segmentsinoccur
is included in the ordinary
our estimate course
of variable of business.
consideration For date
at the
example, we offer special retail financing and lease incentives to dealers’ customers who choose
the related vehicle sales to our dealers are recorded. In order to compensate Ford Credit for the lower interest or leaseto finance or lease our
vehicles from Ford Credit. The cost for these incentives is included in our estimate of variable
payments offered to the retail customer, we pay the discounted value of the incentive directly to Ford Credit when itconsideration at the date
the relatedthe
originates vehicle
retailsales to our
finance dealers
or lease are recorded.
contract In order customer.
with the dealer’s to compensate
Ford Ford Credit
Credit for the the
recognizes lower interestamount
incentive or lease
payments
over the life of retail finance contracts as an element of financing revenue and over the life of lease contracts as a it
offered to the retail customer, we pay the discounted value of the incentive directly to Ford Credit when
originates
reduction to the retail financeSee
depreciation. or lease
Note contract with the
1 of the Notes to dealer’s customer.
the Financial Ford Credit
Statements recognizes
for a more thediscussion
detailed incentive amount
of
over the life of retail finance contracts as an element
transactions between our Automotive and Ford Credit segments. of financing revenue and over the life of lease contracts as a
reduction to depreciation. See Note 1 of the Notes to the Financial Statements for a more detailed discussion of
transactions between our Automotive and Ford Credit segments.

36

36

191177_Ford_2022_AR_1OK_R1.indd 40 2/6/23 1:35 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7.and
Costs Management’s
Expenses Discussion and Analysis of Financial Condition and Results of Operations (Continued)

CostsOurand Expenses
income statement classifies our Company excluding Ford Credit total costs and expenses into two categories:
(i) cost of sales, and (ii) selling, administrative, and other expenses. We include within cost of sales those costs related to
Our income statement
the development, production, classifies our Company
and distribution of ourexcluding
vehicles, Ford
parts,Credit total costs
accessories, andand expenses
services. into two categories:
Specifically, we include in
(i) cost of sales, and (ii) selling, administrative, and other expenses. We include within cost
cost of sales each of the following: material costs (including commodity costs); freight costs; warranty, of sales those costs related
including productto
the development, production, and distribution of our vehicles, parts, accessories, and services. Specifically,
recall costs; labor and other costs related to the development and production of our vehicles and connectivity, parts, we include in
cost of sales each of the following: material costs (including commodity costs); freight costs; warranty,
accessories, and services; depreciation and amortization; and other associated costs. We include within selling, including product
recall costs; labor
administrative, andand
otherother costs related
expenses to the
labor and development
other and production
costs not directly related to ofthe
ourdevelopment
vehicles and and
connectivity,
production parts,
of our
accessories, and services; depreciation and amortization; and other associated costs. We
vehicles, parts, accessories, and services, including such expenses as advertising and sales promotion costs.include within selling,
administrative, and other expenses labor and other costs not directly related to the development and production of our
vehicles,
Certainparts, accessories,
of our costs, suchand as services, including
material costs, such expenses
generally as with
vary directly advertising
changes and
in sales
volumepromotion
and mix costs.
of production. In
our industry, production volume often varies significantly from quarter to quarter and year to year. Quarterly production
Certain
volumes of our costs,
experience such as
seasonal material
shifts costs,the
throughout generally vary directly
year (including peakwith changes
retail in volume
sales seasons and
and themix of production.
impact In
on production
our industry, production volume often varies significantly from quarter to quarter and year to year. Quarterly
of model changeover and new product launches). Annual production volumes are heavily impacted by external economic production
volumes experience
factors, including theseasonal shifts throughout
pace of economic the factors
growth and year (including
such as peak retail salesofseasons
the availability consumer and the impact
credit onofproduction
and cost fuel.
of model changeover and new product launches). Annual production volumes are heavily impacted by external economic
factors,
As aincluding the
result, we pace ofthe
analyze economic growth
profit impact of and factors
certain cost such as the
changes availability
holding of consumer
constant credit
present-year and cost
volume andof fuel.
mix and
currency exchange, in order to evaluate our cost trends absent the impact of varying production and currency exchange
As aWe
levels. result, we analyze
analyze thechanges
these cost profit impact
in theoffollowing
certain cost changes holding constant present-year volume and mix and
categories:
currency exchange, in order to evaluate our cost trends absent the impact of varying production and currency exchange
levels.
• We analyze these
Contribution Costscost changes
– these costsintypically
the following categories:
vary with production volume. These costs include material (including
commodity), warranty, and freight and duty costs.
• Contribution Costs – these costs typically vary with production volume. These costs include material (including
• commodity),
Structural warranty,
Costs and
– these freight
costs and duty
typically costs.
do not have a directly proportionate relationship to production volume.
These costs include manufacturing; vehicle and software engineering; spending-related; advertising and sales
• Structural Costs
promotion; – these costs
administrative, typicallytechnology,
information do not haveand
a directly
selling;proportionate relationship
and pension and to production volume.
OPEB costs.
These costs include manufacturing; vehicle and software engineering; spending-related; advertising and sales
promotion;
While administrative,
contribution information
costs generally technology,
vary directly and selling;
in proportion and pension
to production andelements
volume, OPEB costs.
within our structural costs
category are impacted to differing degrees by changes in production volume. We also have varying degrees of discretion
whenWhile contribution
it comes costs the
to controlling generally vary
different directly within
elements in proportion to production
our structural costs. volume, elements
For example, within ourand
depreciation structural costs
amortization
category are impacted to differing degrees by changes in production volume. We also have varying degrees
expense largely is associated with prior capital spending decisions. On the other hand, while labor costs do not vary of discretion
when it comes
directly to controlling
with production the manufacturing
volume, different elements
laborwithin
costsour
maystructural costs.byFor
be impacted example,
changes depreciation
in volume, and amortization
for example when we
expense
increase overtime, add a production shift, or add personnel to support volume increases. Other structuraldo
largely is associated with prior capital spending decisions. On the other hand, while labor costs not vary
costs, such as
directly withor
advertising production
engineeringvolume,
costs,manufacturing laborhave
do not necessarily costsamay be impacted
directly by changes
proportionate in volume,
relationship for example
to production volume.when we
Our
increase overtime, add a production shift, or add personnel to support volume increases. Other structural
structural costs generally are within our discretion, although to varying degrees, and can be adjusted over time in costs, such as
advertising
response toor engineering
external costs, do not necessarily have a directly proportionate relationship to production volume. Our
factors.
structural costs generally are within our discretion, although to varying degrees, and can be adjusted over time in
response to external
We consider factors.
certain structural costs to be a direct investment in future growth and revenue. For example, structural
costs are necessary to grow our business and improve profitability, invest in new products and technologies, respond to
We consider
increasing certain
industry salesstructural costs
volume, and to be
grow oura market
direct investment
share. in future growth and revenue. For example, structural
costs are necessary to grow our business and improve profitability, invest in new products and technologies, respond to
increasing
Cost ofindustry sales
sales and volume,
Selling, and grow our
administrative, andmarket
other share.
expenses for full year 2022 were $145.3 billion. Our Automotive
segment’s material and commodity costs make up the largest portion of these costs and expenses, followed by structural
Cost
costs. Although and Selling,
of salesmaterial costsadministrative,
are our largestand other cost,
absolute expenses for full year
our margins can 2022 were $145.3
be affected billion.byOur
significantly Automotive
changes in any
segment’s material
category of costs. and commodity costs make up the largest portion of these costs and expenses, followed by structural
costs. Although material costs are our largest absolute cost, our margins can be affected significantly by changes in any
category of costs.

37

37

191177_Ford_2022_AR_1OK_R1.indd 41 2/6/23 1:35 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
RESULTS Discussion
OF OPERATIONS and Analysis of Financial Condition and Results of Operations (Continued)
- 2022

RESULTS
The netOF OPERATIONS
loss attributable to- Ford
2022Motor Company was $1,981 million in 2022. Company adjusted EBIT was
$10,415 million.
The net loss attributable to Ford Motor Company was $1,981 million in 2022. Company adjusted EBIT was
$10,415 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 26 of the Notes to the Financial Statements. We report special items
Net income/(loss)
separately includes
to allow investors certain items
analyzing (“special
our results items”)certain
to identify that areinfrequent
excluded significant
from Company
itemsadjusted
that theyEBIT. These
may wish to
items are discussed in more detail in Note 26 of the Notes to the Financial Statements. We report special items
exclude when considering the trend of ongoing operating results. Our pre-tax and tax special items were as follows (in
separately
millions): 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
2021 2022
millions):
Global Redesign
2021 2022
Europe $ (530) $ (151)
Global Redesign
India (468) (298)
Europe $ (530) $ (151)
South America (803) 53
India (468) (298)
China (including Taiwan) 150 (380)
South America (803) 53
North America (72) (198)
China (including Taiwan) 150 (380)
Other 3 7
North America (72) (198)
Subtotal Global Redesign $ (1,720) $ (967)
Other 3 7
Other Items
Subtotal Global Redesign $ (1,720) $ (967)
Gain/(loss) on Rivian investment $ 9,096 $ (7,377)
Other Items
Debt extinguishment premium (1,692) (135)
Gain/(loss) on Rivian investment $ 9,096 $ (7,377)
AV strategy including Argo impairment (see Note 14) — (2,812)
Debt extinguishment premium (1,692) (135)
Ford Credit – Brazil restructuring (see Note 21) 14 (155)
AV strategy including Argo impairment (see Note 14) — (2,812)
Russia suspension of operations/asset write-off — (158)
Ford Credit – Brazil restructuring (see Note 21) 14 (155)
Patent matters related to prior calendar years — (124)
Russia suspension of operations/asset write-off — (158)
Other 82 (35)
Patent matters related to prior calendar years — (124)
Subtotal Other Items $ 7,500 $ (10,796)
Other 82 (35)
Pension and OPEB Gain/(Loss)
Subtotal Other Items $ 7,500 $ (10,796)
Pension and OPEB remeasurement $ 3,873 $ 29
Pension and OPEB Gain/(Loss)
Pension settlements and curtailments (70) (438)
Pension and OPEB remeasurement $ 3,873 $ 29
Subtotal Pension and OPEB Gain/(Loss) $ 3,803 $ (409)
Pension settlements and curtailments (70) (438)
Total EBIT Special Items $ 9,583 $ (12,172)
Subtotal Pension and OPEB Gain/(Loss) $ 3,803 $ (409)
Total EBIT Special Items $ 9,583 $ (12,172)
Cash effect of Global Redesign (incl. separations) $ (1,935) $ (377)

Cash effect of Global Redesign (incl. separations) $ (1,935) $ (377)


Provision for/(Benefit from) tax special items (a) $ (1,924) $ (2,573)
__________
Provision
(a) for/(Benefit
Includes from)
related tax tax on
effect special items
special (a)and tax special items.
items $ (1,924) $ (2,573)
__________
(a) Includes related tax
We recorded effectbillion
$12.2 on special items and
of pre-tax tax special
special item items.
charges
in 2022, driven by a $7.4 billion mark-to-market net loss on
our Rivian investment and a $2.7 billion impairment on our Argo investment.
We recorded $12.2 billion of pre-tax special item charges in 2022, driven by a $7.4 billion mark-to-market net loss on
our Rivian
In Noteinvestment and ato
26 of the Notes $2.7
the billion impairment
Financial on our
Statements, Argo investment.
special items are reflected as a separate reconciling item, as
opposed to being allocated among the Automotive, Mobility, and Ford Credit segments. This reflects the fact that
In Note 26excludes
management of the Notes
thesetoitems
the Financial Statements,
from its review specialsegment
of operating items areresults
reflected as a separate
for purposes reconciling
of measuring item, as
segment
opposed to being allocated among
profitability and allocating resources. the Automotive, Mobility, and Ford Credit 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.

38

38

191177_Ford_2022_AR_1OK_R1.indd 42 2/6/23 1:35 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
COMPANY Discussion and Analysis of Financial Condition and Results of Operations (Continued)
KEY METRICS

COMPANY KEY
The table METRICS
below shows our full year 2022 key metrics for the Company compared to a year ago.
2021 2022 H / (L)
The table below shows our full year 2022 key metrics for the Company compared to a year ago.
GAAP Financial Measures
2021 2022 H / (L)
Cash Flows from Operating Activities ($B) $ 15.8 $ 6.9 $ (8.9)
GAAP Financial Measures
Revenue ($M) 136,341 158,057 16 %
Cash Flows from Operating Activities ($B) $ 15.8 $ 6.9 $ (8.9)
Net Income/(Loss) ($M) 17,937 (1,981) $ (19,918)
Revenue ($M) 136,341 158,057 16 %
Net Income/(Loss) Margin (%) 13.2 % (1.3)% (14.5) ppts
Net Income/(Loss) ($M) 17,937 (1,981) $ (19,918)
EPS (Diluted) $ 4.45 $ (0.49) $ (4.94)
Net Income/(Loss) Margin (%) 13.2 % (1.3)% (14.5) ppts
EPS (Diluted) $ 4.45 $ (0.49) $ (4.94)
Non-GAAP Financial Measures (a)
Company Adj. Free Cash Flow ($B) $ 4.6 $ 9.1 $ 4.5
Non-GAAP Financial Measures (a)
Company Adj. EBIT ($M) 10,000 10,415 415
Company Adj. Free Cash Flow ($B) $ 4.6 $ 9.1 $ 4.5
Company Adj. EBIT Margin (%) 7.3 % 6.6 % (0.7) ppts
Company Adj. EBIT ($M) 10,000 10,415 415
Adjusted EPS (Diluted) $ 1.59 $ 1.88 $ 0.29
Company Adj. EBIT Margin (%) 7.3 % 6.6 % (0.7) ppts
Adjusted ROIC (Trailing Four Qtrs) 9.8 % 11.2 % 1.4 ppts
Adjusted EPS (Diluted) $ 1.59 $ 1.88 $ 0.29
__________
Adjusted
(a) ROIC (Trailing
See Non-GAAP Four Qtrs)
Financial Measure Reconciliations section for reconciliation to GAAP. 9.8 % 11.2 % 1.4 ppts
__________
(a) In
See2022,
Non-GAAP Financialearnings
our diluted per share ofsection
Measure Reconciliations Common for reconciliation
and ClasstoBGAAP.Stock
was a loss of $0.49 and our diluted adjusted
earnings per share was $1.88.
In 2022, our diluted earnings per share of Common and Class B Stock was a loss of $0.49 and our diluted adjusted
earnings per share was
Net income/(loss) $1.88.was negative 1.3% in 2022, down from 13.2% a year ago. Company adjusted EBIT margin
margin
was 6.6% in 2022, down from 7.3% a year ago.
Net income/(loss) margin was negative 1.3% in 2022, down from 13.2% a year ago. Company adjusted EBIT margin
wasThe
6.6% in 2022,
table belowdown from
shows our7.3% a year
full year ago.
2022 net income/(loss) attributable to Ford and Company adjusted EBIT by
segment (in millions).
The table below shows our full year 2022 net income/(loss) attributable to Ford and Company adjusted EBIT by
2021 2022 H / (L)
segment (in millions).
Automotive $ 7,397 $ 9,692 $ 2,295
2021 2022 H / (L)
Mobility (1,030) (926) 104
Automotive $ 7,397 $ 9,692 $ 2,295
Ford Credit 4,717 2,657 (2,060)
Mobility (1,030) (926) 104
Corporate Other (1,084) (1,008) 76
Ford Credit 4,717 2,657 (2,060)
Company Adjusted EBIT (a) 10,000 10,415 415
Corporate Other (1,084) (1,008) 76
Interest on Debt (1,803) (1,259) (544)
Company Adjusted EBIT (a) 10,000 10,415 415
Special Items 9,583 (12,172) 21,755
Interest on Debt (1,803) (1,259) (544)
Taxes / Noncontrolling Interests 157 1,035 (878)
Special Items 9,583 (12,172) 21,755
Net Income/(Loss) $ 17,937 $ (1,981) $ (19,918)
Taxes / Noncontrolling Interests 157 1,035 (878)
__________
Net Income/(Loss)
(a) See Non-GAAP Financial Measure Reconciliations section for reconciliation to GAAP. $ 17,937 $ (1,981) $ (19,918)
__________
(a) The
See Non-GAAP Financialdecrease
year-over-year Measure Reconciliations section
of $19.9 billion in for
netreconciliation
income/(loss)to GAAP.
in 2022 includes the effect of special items, including
the mark-to-market net loss on our Rivian investment and the impairment on our Argo investment, and lower Ford Credit
EBT,The year-over-year
partially decrease
offset by higher of $19.9EBIT.
Automotive billionThe
in net income/(loss)increase
year-over-year in 2022 of
includes the effect
$400 million of specialadjusted
in Company items, including
EBIT
the mark-to-market
primarily net loss
reflects higher on our Rivian
Automotive investment
EBIT, offset andbythe
partially impairment
lower on our
Ford Credit EBT.Argo investment, and lower Ford Credit
EBT, partially offset by higher Automotive EBIT. The year-over-year increase of $400 million in Company adjusted EBIT
primarily reflects higher Automotive EBIT, offset partially by lower Ford Credit EBT.

39

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191177_Ford_2022_AR_1OK_R1.indd 43 2/6/23 1:35 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
Automotive Segment Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Automotive
The tableSegment
below shows our full year 2022 Automotive segment EBIT by business unit (in millions).
2021 2022 H / (L)
The table below shows our full year 2022 Automotive segment EBIT by business unit (in millions).
North America $ 7,377 $ 9,176 $ 1,799
2021 2022 H / (L)
South America (121) 413 534
North America $ 7,377 $ 9,176 $ 1,799
Europe (154) 47 201
South America (121) 413 534
China (including Taiwan) (327) (572) (245)
Europe (154) 47 201
International Markets Group 622 628 6
China (including Taiwan) (327) (572) (245)
Automotive Segment $ 7,397 $ 9,692 $ 2,295
International Markets Group 622 628 6
Automotive Segment $ 7,397 $ 9,692 $ 2,295
The tables below and on the following pages provide full year 2022 key metrics and the change in full year 2022 EBIT
compared with full year 2021 by causal factor for our Automotive segment and its regional business units: North America,
The
South tables below
America, andChina
Europe, on the followingTaiwan),
(including pages provide
and thefull year 2022 key
International metrics
Markets and the
Group. Forchange in full year
a description 2022
of these EBIT
causal
compared
factors, seewith full year and
Definitions 2021Information
by causal factor for our
Regarding Automotive
Automotive segment
Causal and its regional business units: North America,
Factors.
South America, Europe, China (including Taiwan), and the International Markets Group. For a description of these causal
2021 2022 H / (L)
factors, see Definitions and Information Regarding Automotive Causal Factors.
Key Metrics
2021 2022 H / (L)
Market Share (%) 5.1% 5.0% (0.1) ppts
Key Metrics
Wholesale Units (000) 3,942 4,231 289
Market Share (%) 5.1% 5.0% (0.1) ppts
Revenue ($M) $ 126,150 $ 148,980 $ 22,830
Wholesale Units (000) 3,942 4,231 289
EBIT ($M) 7,397 9,692 2,295
Revenue ($M) $ 126,150 $ 148,980 $ 22,830
EBIT Margin (%) 5.9% 6.5% 0.6 ppts
EBIT ($M) 7,397 9,692 2,295
EBIT Margin (%) 5.9% 6.5% 0.6 ppts
Change in EBIT by Causal Factor (in millions)
2021 Full Year EBIT $ 7,397
Change in EBIT by Causal Factor (in millions)
Volume / Mix 4,337
2021 Full Year EBIT $ 7,397
Net Pricing 10,867
Volume / Mix 4,337
Cost (11,954)
Net Pricing 10,867
Exchange (525)
Cost (11,954)
Other (430)
Exchange (525)
2022 Full Year EBIT $ 9,692
Other (430)
2022 Full Year EBIT $ 9,692
In 2022, wholesales in our Automotive segment increased 7% from a year ago, primarily reflecting stronger
wholesales in North America. Full year 2022 Automotive revenue increased 18%, driven by higher wholesales and net
In 2022,
pricing, offsetwholesales
partially byinweaker
our Automotive segment increased 7% from a year ago, primarily reflecting stronger
currencies.
wholesales in North America. Full year 2022 Automotive revenue increased 18%, driven by higher wholesales and net
pricing,
Our offset partially
full year 2022 by weaker currencies.
Automotive segment EBIT was $9.7 billion, an increase of $2.3 billion from a year ago, with an
EBIT margin of 6.5%. The EBIT improvement was driven by higher net pricing and higher wholesales, offset partially by
Our full increases
inflationary year 2022on
Automotive segment
commodity, EBIT
material, andwas $9.7costs,
freight billion, an increase
higher of $2.3
structural costsbillion from growth-related
(including a year ago, with an
EBIT margin of 6.5%. The EBIT improvement was driven by higher net
investments), unfavorable mix, weaker currencies, and higher warranty costs.pricing and higher wholesales, offset partially by
inflationary increases on commodity, material, and freight costs, higher structural costs (including growth-related
investments), unfavorable mix, weaker currencies, and higher warranty costs.

40

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemNorth
7. Management’s
America Discussion and Analysis of Financial Condition and Results of Operations (Continued)
2021 2022 H / (L)
North America
Key Metrics
2021 2022 H / (L)
Market Share (%) 12.0% 12.5% 0.5 ppts
Key Metrics
Wholesale Units (000) 2,006 2,335 328
Market Share (%) 12.0% 12.5% 0.5 ppts
Revenue ($M) $ 87,783 $ 108,727 $ 20,944
Wholesale Units (000) 2,006 2,335 328
EBIT ($M) 7,377 9,176 1,799
Revenue ($M) $ 87,783 $ 108,727 $ 20,944
EBIT Margin (%) 8.4% 8.4% — ppts
EBIT ($M) 7,377 9,176 1,799
EBIT Margin (%) 8.4% 8.4% — ppts
Change in EBIT by Causal Factor (in millions)
2021 Full Year EBIT $ 7,377
Change in EBIT by Causal Factor (in millions)
Volume / Mix 3,968
2021 Full Year EBIT $ 7,377
Net Pricing 6,580
Volume / Mix 3,968
Cost (8,322)
Net Pricing 6,580
Exchange 245
Cost (8,322)
Other (672)
Exchange 245
2022 Full Year EBIT $ 9,176
Other (672)
2022 Full Year EBIT $ 9,176
In North America, 2022 wholesales increased 16% from a year ago, primarily reflecting an improvement in production-
related supply constraints and a full year of Bronco and Maverick production. Full year 2022 revenue increased 24%,
In North
driven America,
by higher 2022 wholesales
wholesales increased 16% from a year ago, primarily reflecting an improvement in production-
and net pricing.
related supply constraints and a full year of Bronco and Maverick production. Full year 2022 revenue increased 24%,
driven by higher
North wholesales
America’s andwas
2022 EBIT net $9.2
pricing.
billion, an increase of $1.8 billion from a year ago, with an EBIT margin of 8.4%.
The EBIT improvement was driven by higher net pricing and higher wholesales, offset partially by inflationary increases on
North America’s
commodity, material,2022 EBIT was
and freight $9.2
costs, billion,
higher an increase
structural costs,ofunfavorable
$1.8 billion from a year
mix, and ago,warranty
higher with an EBIT
costs.margin of 8.4%.
The EBIT improvement was driven by higher net pricing and higher wholesales, offset partially by inflationary increases on
commodity, material, and freight costs, higher structural costs, unfavorable mix, and higher warranty costs.
South America
2021 2022 H / (L)
South America
Key Metrics
2021 2022 H / (L)
Market Share (%) 2.6 % 2.1 % (0.5) ppts
Key Metrics
Wholesale Units (000) 81 83 2
Market Share (%) 2.6 % 2.1 % (0.5) ppts
Revenue ($M) $ 2,399 $ 3,096 $ 697
Wholesale Units (000) 81 83 2
EBIT ($M) (121) 413 534
Revenue ($M) $ 2,399 $ 3,096 $ 697
EBIT Margin (%) (5.1)% 13.4 % 18.5 ppts
EBIT ($M) (121) 413 534
EBIT Margin (%) (5.1)% 13.4 % 18.5 ppts
Change in EBIT by Causal Factor (in millions)
2021 Full Year EBIT $ (121)
Change in EBIT by Causal Factor (in millions)
Volume / Mix (69)
2021 Full Year EBIT $ (121)
Net Pricing 927
Volume / Mix (69)
Cost (413)
Net Pricing 927
Exchange (22)
Cost (413)
Other 111
Exchange (22)
2022 Full Year EBIT $ 413
Other 111
2022 Full Year EBIT $ 413
In South America, 2022 wholesales increased 3% from a year ago. Full year 2022 revenue increased 29%, driven by
higher net pricing, offset partially by weaker currencies.
In South America, 2022 wholesales increased 3% from a year ago. Full year 2022 revenue increased 29%, driven by
higher net America’s
South pricing, offset
2022partially
EBIT wasby weaker currencies.
$413 million, an increase of $534 million from a year ago, with an EBIT margin of
13.4%. The EBIT improvement was driven by higher net pricing, offset partially by inflationary increases on material,
South America’s
commodity, 2022
and freight EBIT
costs. was
The $413results
strong million,inan increase
South of $534
America million
reflect from a year ago,
our restructuring with
efforts anpricing
and EBIT margin of
and were
13.4%. The EBIT improvement was driven by higher net pricing, offset partially by inflationary increases
further aided by a balance sheet revaluation in Argentina, the effect of which is not expected to be sustained. on material,
commodity, and freight costs. The strong results in South America reflect our restructuring efforts and pricing and were
further aided by a balance sheet revaluation in Argentina, the effect of which is not expected to be sustained.

41

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemEurope
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
2021 2022 H / (L)
Europe
Key Metrics
2021 2022 H / (L)
Market Share (%) 6.4 % 6.5 % 0.1 ppts
Key Metrics
Wholesale Units (000) (a) 891 1,014 123
Market Share (%) 6.4 % 6.5 % 0.1 ppts
Revenue ($M) $ 24,466 $ 25,578 $ 1,112
Wholesale Units (000) (a) 891 1,014 123
EBIT ($M) (154) 47 201
Revenue ($M) $ 24,466 $ 25,578 $ 1,112
EBIT Margin (%) (0.6)% 0.2 % 0.8 ppts
EBIT ($M) (154) 47 201
__________
EBITIncludes
(a) Margin (%) (0.6)
Ford brand vehicles produced and sold by our unconsolidated affiliate in Türkiye (about 61,000 % in 2021 and 0.2
units % units in 2022).
76,000 0.8 ppts
Revenue does not include these sales.
__________
(a) Includes Ford brand vehicles produced and sold by our unconsolidated affiliate in Türkiye (about 61,000 units in 2021 and 76,000 units in 2022).
Revenue does not include these sales.
Change in EBIT by Causal Factor (in millions)
2021 Full Year EBIT $ (154)
Change in EBIT by Causal Factor (in millions)
Volume / Mix 497
2021 Full Year EBIT $ (154)
Net Pricing 2,770
Volume / Mix 497
Cost (2,751)
Net Pricing 2,770
Exchange (559)
Cost (2,751)
Other 244
Exchange (559)
2022 Full Year EBIT $ 47
Other 244
2022 Full Year EBIT $ 47
In Europe, 2022 wholesales increased 14% from a year ago, primarily reflecting an improvement in production-related
supply constraints. Full year 2022 revenue improved 5%, driven by higher wholesales and net pricing, offset partially by
In Europe,
weaker 2022 wholesales increased 14% from a year ago, primarily reflecting an improvement in production-related
currencies.
supply constraints. Full year 2022 revenue improved 5%, driven by higher wholesales and net pricing, offset partially by
weaker currencies.
Europe’s 2022 EBIT was $47 million, an improvement of $201 million from a year ago, with an EBIT margin of 0.2%.
The EBIT improvement was driven by higher net pricing and higher wholesales, offset partially by inflationary increases on
Europe’smaterial,
commodity, 2022 EBITandwas $47costs,
freight million, an improvement
higher of $201
structural costs, and million
weakerfrom a year ago, with an EBIT margin of 0.2%.
currencies.
The EBIT improvement was driven by higher net pricing and higher wholesales, offset partially by inflationary increases on
commodity, material, and freight costs, higher structural costs, and weaker currencies.

42

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191177_Ford_2022_AR_1OK_R1.indd 46 2/6/23 1:35 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemChina
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
(Including Taiwan)
2021 2022 H / (L)
China (Including Taiwan)
Key Metrics
2021 2022 H / (L)
Market Share (%) 2.4 % 2.1 % (0.3) ppts
Key Metrics
Wholesale Units (000) (a) 649 495 (154)
Market Share (%) 2.4 % 2.1 % (0.3) ppts
Revenue ($M) $ 2,547 $ 1,769 $ (778)
Wholesale Units (000) (a) 649 495 (154)
EBIT ($M) (327) (572) (245)
Revenue ($M) $ 2,547 $ 1,769 $ (778)
EBIT Margin (%) (12.8)% (32.3)% (19.5) ppts
EBIT ($M) (327) (572) (245)
China Unconsolidated
EBIT Margin (%) Affiliates (12.8)% (32.3)% (19.5) ppts
Wholesale Units (000) (b) 633 484 (149)
China Unconsolidated Affiliates
Ford Equity Income/(Loss) ($M) $ 165 $ 203 $ 38
Wholesale Units (000) (b) 633 484 (149)
__________
FordIncludes
(a) Equity Income/(Loss) ($M) and sold by our unconsolidated affiliates. Revenue does not include
vehicles produced $ these165
sales. $ 203 $ 38
(b) Includes
__________ Ford and Lincoln brand and JMC brand vehicles produced and sold in China and Ford brand vehicles produced in Taiwan by Lio Ho
(a) Group.
Includes vehicles produced and sold by our unconsolidated affiliates. Revenue does not include these sales.
(b) Includes Ford and Lincoln brand and JMC brand vehicles produced and sold in China and Ford brand vehicles produced in Taiwan by Lio Ho
Group.
Change in EBIT by Causal Factor (in millions)
2021 Full Year EBIT $ (327)
Change in EBIT by Causal Factor (in millions)
Volume / Mix (281)
2021 Full Year EBIT $ (327)
Net Pricing (5)
Volume / Mix (281)
Cost 35
Net Pricing (5)
Exchange (34)
Cost 35
Other 40
Exchange (34)
2022 Full Year EBIT $ (572)
Other 40
2022 Full Year EBIT $ (572)
In China, 2022 wholesales decreased 24% from a year ago, driven by COVID-related restrictions and a weaker
commercial vehicle industry. Full year 2022 revenue at our consolidated operations decreased 31%, primarily driven by
In China, 2022 wholesales decreased 24% from a year ago, driven by COVID-related restrictions and a weaker
lower component sales to our joint ventures in China and lower wholesales.
commercial vehicle industry. Full year 2022 revenue at our consolidated operations decreased 31%, primarily driven by
lower component
China’s 2022 sales to our
EBIT loss joint
was ventures
$572 in aChina
million, $245 and lower
million wholesales.
higher loss than a year ago, with an EBIT margin of negative
32.3%. The EBIT decrease was driven by lower volume and weaker currency, offset partially by lower costs and higher
China’s
profits at our2022
joint EBIT loss was $572 million, a $245 million higher loss than a year ago, with an EBIT margin of negative
ventures.
32.3%. The EBIT decrease was driven by lower volume and weaker currency, offset partially by lower costs and higher
profits at our joint ventures.

43

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191177_Ford_2022_AR_1OK_R1.indd 47 2/6/23 1:35 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemInternational
7. Management’s Discussion
Markets Group and Analysis of Financial Condition and Results of Operations (Continued)
2021 2022 H / (L)
International Markets Group
Key Metrics
2021 2022 H / (L)
Market Share (%) 1.8% 1.4% (0.4) ppts
Key Metrics
Wholesale Units (000) (a) 315 304 (11)
Market Share (%) 1.8% 1.4% (0.4) ppts
Revenue ($M) $ 8,955 $ 9,810 $ 855
Wholesale Units (000) (a) 315 304 (11)
EBIT ($M) 622 628 6
Revenue ($M) $ 8,955 $ 9,810 $ 855
EBIT Margin (%) 6.9% 6.4% (0.5) ppts
EBIT ($M) 622 628 6
_________
EBITIncludes
(a) Margin (%)
Ford brand vehicles produced and sold by our unconsolidated affiliate in Russia (about 22,0006.9% 6.4% units in 2022).
units in 2021 and 3,000 (0.5) ppts
Revenue does not include these sales.
_________
(a) Includes Ford brand vehicles produced and sold by our unconsolidated affiliate in Russia (about 22,000 units in 2021 and 3,000 units in 2022).
Revenue
Change does
in EBIT bynot include
Causal these(in
Factor sales.
millions)
2021 Full Year EBIT $ 622
Change in EBIT by Causal Factor (in millions)
Volume / Mix 222
2021 Full Year EBIT $ 622
Net Pricing 594
Volume / Mix 222
Cost (504)
Net Pricing 594
Exchange (154)
Cost (504)
Other (152)
Exchange (154)
2022 Full Year EBIT $ 628
Other (152)
2022 Full Year EBIT $ 628
In our International Markets Group, 2022 wholesales decreased 3% from a year ago, primarily reflecting our India
restructuring and suspension of our joint venture in Russia, offset partially by the positive impact of the next-generation
In our
Ranger International
and Markets Full
Everest launches. Group,
year2022
2022wholesales decreased
revenue increased 3%driven
10%, from aby
year ago, mix
market primarily reflecting
and higher our Indiaoffset
net pricing,
restructuring
partially and suspension
by weaker currencies.of our joint venture in Russia, offset partially by the positive impact of the next-generation
Ranger and Everest launches. Full year 2022 revenue increased 10%, driven by market mix and higher net pricing, offset
partially
Our by weaker currencies.
International Market Group’s 2022 EBIT was $628 million, an increase of $6 million from a year ago, with an EBIT
margin of 6.4%. The EBIT increase was driven by higher net pricing and higher wholesales, offset partially by inflationary
Our International
increases Market
on commodity, Group’s
material, and2022 EBIT
freight wasweaker
costs, $628 million, an increase
currencies, of $6
and lower million
joint fromprofits
venture a yearand
ago, with an EBIT
royalties.
margin of 6.4%. The EBIT increase was driven by higher net pricing and higher wholesales, offset partially by inflationary
increases on commodity, material, and freight costs, weaker currencies, and lower joint venture profits and royalties.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
Definitions Discussion
and Information andAutomotive
Regarding Analysis ofCausal
Financial Condition and Results of Operations (Continued)
Factors

Definitions and we
In general, Information
measureRegarding Automotive
year-over-year changeCausal Factors segment EBIT using the causal factors listed below, with
in Automotive
net pricing and cost variances calculated at present-year volume and mix and exchange:
In general, we measure year-over-year change in Automotive segment EBIT using the causal factors listed below, with
net
• Market and
pricing cost (exclude
Factors variancesthe
calculated
impact ofatunconsolidated
present-year volume
affiliateand mix andunits):
wholesale exchange:
◦ Volume and Mix – primarily measures EBIT variance from changes in wholesale unit volumes (at prior-year
• Market Factors
average (exclude the
contribution impact
margin perof unconsolidated
unit) affiliateinwholesale
driven by changes units): market share, and dealer stocks, as
industry volume,
◦ Volume and Mix – primarily measures EBIT variance from changes
well as the EBIT variance resulting from changes in product mix, including in wholesale unit volumes
mix among (at prior-year
vehicle lines and mix of trim
average contribution margin per unit)
levels and options within a vehicle line driven by changes in industry volume, market share, and dealer stocks, as
◦ well as the EBIT
Net Pricing variance
– primarily resulting
measures fromvariance
EBIT changesdriven
in product mix, including
by changes mix among
in wholesale vehicle
unit prices lines and
to dealers mix of trim
and
levels and options within a vehicle line
marketing incentive programs such as rebate programs, low-rate financing offers, special lease offers, and stock
◦ Net Pricing –on
adjustments primarily
dealer measures
inventory 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
• Cost:vary with volume, such as material costs (including commodity and component costs), warranty expense, and
◦ Contribution Costs
freight and duty – primarily measures EBIT variance driven by per-unit changes in cost categories that typically
costs
vary with volume, such
◦ Structural Costs – primarily as material
measures costs (including
EBIT variancecommodity and component
driven by absolute changecosts),
in costwarranty
categoriesexpense, and do
that typically
freight and duty costs
not have a directly proportionate relationship to production volume. Structural costs include the following cost
categories:Costs – primarily measures EBIT variance driven by absolute change in cost categories that typically do
◦ Structural
▪not have a directly proportionate
Manufacturing, relationship to- consists
Including Volume-Related production volume.
primarily of Structural costs and
costs for hourly include the following
salaried cost
manufacturing
categories:
personnel, plant overhead (such as utilities and taxes), and new product launch expense. These costs could
▪ beManufacturing, Including
affected by volume operating pattern- consists
forVolume-Related primarily
actions such of costs line-speed,
as overtime, for hourly and andsalaried manufacturing
shift schedules
personnel, plant
▪ Engineering and overhead
Connectivity(such as utilities
– consists and taxes),
primarily andfor
of costs new product
vehicle andlaunch
softwareexpense. These
engineering costs could
personnel,
be affectedmaterials,
prototype by volume for operating
testing, pattern
and outside actions such
engineering andas overtime,
software line-speed, and shift schedules
services
▪▪ Spending-Related
Engineering and Connectivity – consists
– consists primarily of primarily of costs
depreciation and for vehicle and
amortization of software engineering
our manufacturing andpersonnel,
engineering
prototype
assets, butmaterials, testing,
also includes andretirements
asset outside engineering and software
and operating leases services
▪▪ Spending-Related
Advertising and Sales – consists primarily
Promotions of depreciation
– includes costs for and amortization
advertising, of our programs,
marketing manufacturing
brand and engineering
promotions,
assets, but also includes asset retirements and
customer mailings and promotional events, and auto shows operating leases
▪▪ Administrative,
Advertising andInformation
Sales Promotions – includes
Technology, costs for
and Selling advertising,
– includes marketing
primarily costsprograms,
for salariedbrand promotions,
personnel and
customer mailings and promotional events, and auto shows
purchased services related to our staff activities, information technology, and selling functions
▪▪ Administrative,
Pension and OPEB Information Technology,
– consists primarily ofand Selling
past – includes
service pensionprimarily
costs andcosts
otherforpostretirement
salaried personnel and
employee
purchased
benefit costsservices related to our staff activities, information technology, and selling functions
▪ Pension and OPEB – consists primarily of past service pension costs and other postretirement employee
• Exchange benefit costs measures EBIT variance driven by one or more of the following: (i) transactions denominated in
– primarily
currencies other than the functional currencies of the relevant entities, (ii) effects of converting functional currency
• Exchange – primarily
income to U.S. dollars,measures EBIT
(iii) effects variance driven
of remeasuring by oneassets
monetary or moreandofliabilities
the following:
of the (i) transactions
relevant entitiesdenominated
in currenciesin
currencies other than the functional currencies of the relevant entities, (ii)
other than their functional currency, or (iv) results of our foreign currency hedging 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
Other than their functional
– includes a variety currency, or (iv)asresults
of items, such of our
parts and foreignearnings,
services currency royalties,
hedging government incentives, and
compensation-related changes
• Other – includes a variety of items, such as parts and services earnings, royalties, government incentives, and
compensation-related
In addition, definitions changes
and calculations used in this report include:

• In addition, definitions
Wholesales and Revenueand –calculations
wholesale unitusedvolumes
in this report include:
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
• Wholesales and Revenue
to other manufacturers, – wholesale
units distributedunit
by volumes include
Ford for other all Ford and Lincoln
manufacturers, badged
and local brandunits
units(whether
producedproduced by
by our China
Ford or by an unconsolidated affiliate) that are sold to dealerships or others, units manufactured by Ford
joint venture, Jiangling Motors Corporation, Ltd. (“JMC”), that are sold to dealerships or others. Vehicles sold to daily that are sold
to other
rental carmanufacturers,
companies that units
are distributed
subject to abyguaranteed
Ford for other manufacturers,
repurchase and local
option (i.e., rentalbrand units produced
repurchase), as well by
as our China
other
joint venture,
sales Jiangling
of finished Motors
vehicles Corporation,
for which Ltd. (“JMC”),
the recognition that are
of revenue sold to dealerships
is deferred or others. also
(e.g., consignments), Vehicles sold to daily
are included in
rental car companies
wholesale thatRevenue
unit volumes. are subject to certain
from a guaranteed
vehicles repurchase
in wholesaleoption
unit(i.e., rental(specifically,
volumes repurchase), as well
Ford badgedas other
vehicles
sales of finished
produced vehicles by
and distributed for our
which the recognition
unconsolidated of revenue
affiliates, is deferred
as well as JMC (e.g.,
brandconsignments),
vehicles) are not also are included
included in our in
wholesale unit volumes. Revenue from certain vehicles in wholesale unit volumes (specifically, Ford badged vehicles
revenue
produced and distributed by our unconsolidated affiliates, as well as JMC brand vehicles) are not included in our
• revenue
Industry Volume and Market Share – based, in part, on estimated vehicle registrations; includes medium and heavy
duty trucks
• Industry Volume and Market Share – based, in part, on estimated vehicle registrations; includes medium and heavy
• duty
SAAR trucks
– seasonally adjusted annual rate

• SAAR – seasonally adjusted annual rate


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191177_Ford_2022_AR_1OK_R1.indd 49 2/6/23 1:35 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
Mobility Segment Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Mobility Segment
The Mobility segment primarily includes development costs for Ford’s autonomous vehicles and related businesses,
Ford’s equity ownership in Argo AI (a developer of autonomous driving systems), and other mobility businesses and
The Mobility segment primarily includes development costs for Ford’s autonomous vehicles and related businesses,
investments.
Ford’s equity ownership in Argo AI (a developer of autonomous driving systems), and other mobility businesses and
investments.
In our Mobility segment, our 2022 EBIT loss improved $104 million from a year ago. The $926 million EBIT loss
reflects our strategic investments in our autonomous vehicle capabilities and support of our mobility initiatives.
In our Mobility segment, our 2022 EBIT loss improved $104 million from a year ago. The $926 million EBIT loss
reflects ourthird
In the strategic investments
quarter inmade
of 2022, we our autonomous
the strategicvehicle capabilities
decision and
to shift our support
capital of our mobility
spending from L4 initiatives.
technology being
developed by Argo AI to advanced L2/L3 systems, which we believe will ultimately be essential to achieve profitable
In the third quarter
commercialization of L4ofautonomy
2022, we atmade
scalethe
in strategic
the future.decision to shiftbecause
Additionally, our capital spending
of the fromadditional
significant L4 technology
capitalbeing
and time
developed by Argo AI to advanced L2/L3 systems, which we believe will ultimately be essential
required to achieve commercialization of L4, as well as other macroeconomic factors, Argo AI has been unable to attractto achieve profitable
commercialization
new investors. After of performing
L4 autonomy at scale
external in the future.
outreach Additionally,
in the third quarter to because
assessofmarket
the significant
interest in additional
acquiringcapital
either and
Argotime
AI
required to achieve commercialization of L4, as well as other macroeconomic factors, Argo AI has
or its technology components and conducting internal reviews to evaluate opportunities to leverage Argo AI’s technology, been unable to attract
new
Ford investors.
determinedAfterthatperforming
Argo AI no external
longer hasoutreach in the
value as thirdconcern.
a going quarter toAs assess market
a result, interest in acquiring
we reassessed either
the carrying Argo
value of AI
or its technology components and conducting internal reviews to evaluate opportunities to leverage
our investment in Argo AI starting from September 30, 2022, and in October, Ford and VW initiated the process of exiting Argo AI’s technology,
Ford determined
the joint that Argo
development of L4AI no longer through
technology has value as AI.
Argo a going concern.inAs
Accordingly, thea second
result, we
halfreassessed
of 2022, wethe carryingas
recorded value of
a special
our investment in Argo AI starting from September 30, 2022, and in October, Ford and VW initiated
item a $2.7 billion pre-tax impairment on our Argo AI investment, and on October 26, 2022, we announced that Argo AI the process of exiting
the
plansjoint
to development of L4 technology
wind down operations, which isthrough Argo AI. Accordingly, in the second half of 2022, we recorded as a special
in progress.
item a $2.7 billion pre-tax impairment on our Argo AI investment, and on October 26, 2022, we announced that Argo AI
plans to wind down operations, which is in progress.

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191177_Ford_2022_AR_1OK_R1.indd 50 2/6/23 1:35 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7.
Ford Management’s
Credit Segment Discussion and Analysis of Financial Condition and Results of Operations (Continued)

FordThe
Credit Segment
tables below provide full year 2022 key metrics and the change in full year 2022 EBT compared with full year
2021 by causal factor for the Ford Credit segment. For a description of these causal factors, see Definitions and
The tables
Information below provide
Regarding full year
Ford Credit 2022Factors.
Causal key metrics and the change in full year 2022 EBT compared with full year
2021 by causal factor for the Ford Credit segment. For a description of these causal factors, see Definitions and
2021 2022 H / (L)
Information Regarding Ford Credit Causal Factors.
GAAP Financial Measures
2021 2022 H / (L)
Total Net Receivables ($B) $ 118 $ 122 3%
GAAP Financial Measures
Loss-to-Receivables (bps) (a) 6 14 8
Total Net Receivables ($B) $ 118 $ 122 3%
Auction Values (b) $ 28,120 $ 30,440 8%
Loss-to-Receivables (bps) (a) 6 14 8
EBT ($M) 4,717 2,657 $ (2,060)
Auction Values (b) $ 28,120 $ 30,440 8%
ROE (%) 32 % 16 % (16) ppts
EBT ($M) 4,717 2,657 $ (2,060)
ROE (%) 32 % 16 % (16) ppts
Other Balance Sheet Metrics
Debt ($B) $ 118 $ 119 1%
Other Balance Sheet Metrics
Net Liquidity ($B) 32 21 (34)%
Debt ($B) $ 118 $ 119 1%
Financial Statement Leverage (to 1) 9.5 10 0.5
Net Liquidity ($B) 32 21 (34)%
__________
Financial Statement
(a) U.S. retail Leverage
financing only. (to 1) 9.5 10 0.5
(b) U.S.
__________ 36-month off-lease auction values at full year 2022 mix.
(a) U.S. retail financing only.
(b) U.S. in
Change 36-month
EBT by off-lease auction(in
Causal Factor values at full year 2022 mix.
millions)
2021 Full Year EBT $ 4,717
Change in EBT by Causal Factor (in millions)
Volume / Mix (218)
2021 Full Year EBT $ 4,717
Financing Margin (600)
Volume / Mix (218)
Credit Loss (348)
Financing Margin (600)
Lease Residual (907)
Credit Loss (348)
Exchange (25)
Lease Residual (907)
Other 38
Exchange (25)
2022 Full Year EBT $ 2,657
Other 38
2022 Full Year EBT $ 2,657
Total net receivables at December 31, 2022 were $5 billion higher than a year ago, primarily reflecting higher non-
consumer financing, offset partially by fewer operating leases, lower consumer financing, and currency exchange rates.
FordTotal net receivables
Credit’s loss metricsatreflected
December 31, 2022
healthy were $5
and stable billion higher
consumer creditthan a year and
conditions ago,strong
primarily reflecting
auction higher
values. Fordnon-
consumer
Credit’s U.S. 36-month auction values for off-lease vehicles were up 8% from a year ago, reflecting strong demandrates.
financing, offset partially by fewer operating leases, lower consumer financing, and currency exchange for
Ford
used Credit’s
vehicles,loss metricsthe
including reflected
impact healthy
of lowerandnewstable consumer
vehicle production credit
dueconditions and strong auction
to the semiconductor shortage.values. Ford
We are planning
Credit’s U.S.2023
for full year 36-month auction
auction valuesvalues for off-lease
to decrease vehicles
as supply were up
constraints 8% from a year ago, reflecting strong demand for
improve.
used vehicles, including the impact of lower new vehicle production due to the semiconductor shortage. We are planning
for full
Fordyear 2023 auction
Credit’s 2022 EBT values to decrease
of $2,657 million as supply
was $2,060constraints improve.
million lower than a year ago, reflecting lower credit loss and
lease residual reserve releases, lower financing margin, and lower lease return rates.
Ford Credit’s 2022 EBT of $2,657 million was $2,060 million lower than a year ago, reflecting lower credit loss and
lease residual reserve releases, lower financing margin, and lower lease return rates.

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191177_Ford_2022_AR_1OK_R1.indd 51 2/6/23 1:35 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
Definitions Discussion
and Information andFord
Regarding Analysis ofCausal
Credit Financial Condition and Results of Operations (Continued)
Factors

Definitions and we
In general, Information
measureRegarding Ford changes
year-over-year Credit Causal Factors
in Ford Credit’s EBT using the causal factors listed below:

• In general,
Volume andwe measure year-over-year changes in Ford Credit’s EBT using the causal factors listed below:
Mix:
◦ Volume primarily measures changes in net financing margin driven by changes in average net receivables
• Volume and Mix:
excluding the allowance for credit losses at prior period financing margin yield (defined below in financing margin)
◦ Volume primarily measures changes in net financing margin driven by changes in average net receivables
at prior period exchange rates. Volume changes are primarily driven by the volume of new and used vehicles sold
excluding the allowance for credit losses at prior period financing margin yield (defined below in financing margin)
and leased, the extent to which Ford Credit purchases retail financing and operating lease contracts, the extent to
at prior period exchange rates. Volume changes are primarily driven by the volume of new and used vehicles sold
which Ford Credit provides wholesale financing, the sales price of the vehicles financed, the level of dealer
and leased, the extent to which Ford Credit purchases retail financing and operating lease contracts, the extent to
inventories, Ford-sponsored special financing programs available exclusively through Ford Credit, and the
which Ford Credit provides wholesale financing, the sales price of the vehicles financed, the level of dealer
availability of cost-effective funding
inventories, Ford-sponsored special financing programs available exclusively through Ford Credit, and the
◦ Mix primarily measures changes in net financing margin driven by period-over-period changes in the composition
availability of cost-effective funding
◦ of
MixFord Credit’s
primarily averagechanges
measures net receivables excluding
in net financing the allowance
margin driven byfor credit losses by product
period-over-period changeswithin
in theeach region
composition
of Ford Credit’s average net receivables excluding the allowance for credit losses by product within each region
• Financing Margin:
• ◦Financing
Financing margin variance is the period-to-period change in financing margin yield multiplied by the present
Margin:
◦ period average
Financing margin netvariance
receivables
is theexcluding the allowance
period-to-period changeforincredit
financinglosses at prior
margin period
yield exchange
multiplied by therates. This
present
calculation
period is performed
average at the product
net receivables excludingandthe country level for
allowance andcredit
then losses
aggregated.
at priorFinancing margin yield
period exchange rates.equals
This
revenue,
calculation less interest expense
is performed and scheduled
at the product and countrydepreciation
level andforthenthe aggregated.
period, divided by average
Financing net yield
margin receivables
equals
excluding
revenue, lessthe allowance for credit
interest expense andlosses for thedepreciation
scheduled same periodfor the period, divided by average net receivables
◦ Financing
excluding the margin changes
allowance forare driven
credit by changes
losses for the samein revenue
period and interest expense. Changes in revenue are
◦ primarily driven by the level of market interest
Financing margin changes are driven by changes in revenue rates, cost assumptions
and interestin pricing,
expense. mixChanges
of business, and competitive
in revenue are
environment. Changes in interest expense are primarily driven by the level of market
primarily driven by the level of market interest rates, cost assumptions in pricing, mix of business, and interest rates, borrowing
competitive
spreads,
environment.and asset-liability management
Changes in interest expense are primarily driven by the level of market interest rates, borrowing
spreads, and asset-liability management
• Credit Loss:
• ◦Credit
Credit loss is the change in the provision for credit losses at prior period exchange rates. For analysis purposes,
Loss:
◦ management
Credit loss is the splits the provision
change for creditfor
in the provision losses
creditinto net charge-offs
losses at prior period andexchange
the change in the
rates. allowance
For for credit
analysis purposes,
losses
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
◦ Net charge-off
recoveries. changes
Changes in are
the primarily
allowancedriven by the
for credit number
losses are of repossessions,
primarily driven byseverity
changesper in repossession,
historical trendsandin
recoveries.
credit lossesChanges in the allowance
and recoveries, changes in forthe
credit losses are
composition primarily
and size of driven by changes
Ford Credit’s in historical
present portfolio,trends
changes in in
credit losses
trends and recoveries,
in historical used vehicle changes
values,inandthe changes
composition and size
in forward of Ford
looking Credit’s present
macroeconomic portfolio, changes
conditions. For in
trends in historical
additional usedrefer
information, vehicle
to thevalues, and
“Critical changes inEstimates
Accounting forward looking macroeconomic
- Allowance conditions.
for Credit Losses” Forof Item 7
section
additional
of Part II ofinformation,
our 2022 Formrefer10-K
to the “Critical Accounting Estimates - Allowance for Credit Losses” section of Item 7
Report
of Part II of our 2022 Form 10-K Report
• Lease Residual:
• ◦Lease Residual:
Lease residual measures changes to residual performance at prior period exchange rates. For analysis
◦ Lease residual
purposes, measuressplits
management changes to residual
residual performanceperformance
primarilyatinto
priorresidual
period gains
exchange rates. For
and losses, andanalysis
the change in
purposes, management splits
accumulated supplemental depreciation residual performance primarily into residual gains and losses, and the change in
◦ accumulated
Residual gainsupplemental
and loss changesdepreciation
are primarily driven by the number of vehicles returned to Ford Credit and sold,
◦ Residual gain and loss changes
and the difference between the auction are primarily
value anddriven
thebydepreciated
the numbervalue of vehicles
(whichreturned
includes to Ford
both Credit
base andand sold,
and the difference between the auction value and the depreciated value (which
accumulated supplemental depreciation) of the vehicles sold. Changes in accumulated supplemental includes both base and
accumulated supplemental depreciation) of the vehicles sold. Changes in accumulated
depreciation are primarily driven by changes in Ford Credit’s estimate of the expected auction value at the end of 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.
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
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
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
Depreciation on Vehicles Subject to Operating Leases” section of Item 7 of Part II of our 2022 Form 10-K Report
• Exchange:
• Exchange:
◦ Reflects changes in EBT driven by the effects of converting functional currency income to U.S. dollars
◦ Reflects changes in EBT driven by the effects of converting functional currency income to U.S. dollars
•• Other:
Other:
◦◦ Primarily
Primarily includes
includes operating
operating expenses,
expenses, other
other revenue,
revenue, insurance
insurance expenses,
expenses, and
and other
other income/(loss)
income/(loss) at
at prior
prior
period exchange
period exchange ratesrates
◦◦ Changes
Changes in in operating
operating expenses
expenses are
are primarily
primarily driven
driven by
by salaried
salaried personnel
personnel costs,
costs, facilities
facilities costs,
costs, and
and costs
costs
associated with the origination and servicing of customer contracts
associated with the origination and servicing of customer contracts
◦◦ In
In general,
general, other
other income/(loss)
income/(loss) changes
changes are
are primarily
primarily driven
driven by
by changes
changes inin earnings
earnings related
related toto market
market valuation
valuation
adjustments
adjustments to derivatives (primarily related to movements in interest rates) and other miscellaneous items
to derivatives (primarily related to movements in interest rates) and other miscellaneous items

48
48

191177_Ford_2022_AR_1OK_R3.indd 52 2/22/23 8:39 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemIn7.addition,
Management’s Discussion
the following and Analysis
definitions of Financial
and calculations Condition
apply and Results
to Ford Credit of Operations
when used (Continued)
in this Report:

• In addition,
Cash the following
(as shown definitions
in the Funding and calculations
Structure apply
and Liquidity to Ford
tables) Credit
– Cash, when
cash used in this
equivalents, andReport:
marketable securities,
excluding amounts related to insurance activities
• Cash (as shown in the Funding Structure and Liquidity tables) – Cash, cash equivalents, and marketable securities,
• excluding amounts
Debt (as shown related
in the to insurance
Key Metrics activities tables) – Debt on Ford Credit’s balance sheets. Includes debt
and Leverage
issued in securitizations and payable only out of collections on the underlying securitized assets and related
• Debt (as shown in
enhancements. the Credit
Ford Key Metrics andright
holds the Leverage tables)
to receive the–excess
Debt on Ford
cash Credit’s
flows balancetosheets.
not needed pay theIncludes debtby,
debt issued
issued in securitizations and payable only out of collections on the underlying securitized assets and
and other obligations of, the securitization entities that are parties to those securitization transactions related
enhancements. Ford Credit holds the right to receive the excess cash flows not needed to pay the debt issued by,
• and otherBefore
Earnings obligations
Taxesof,(“EBT”)
the securitization entities
– Reflects Ford that are
Credit’s parties
income to those
before securitization
income taxes transactions

•• Earnings Before Taxes


Loss-to-Receivables (“EBT”)
(“LTR”) – Reflects
Ratio FordisCredit’s
– LTR ratio income
calculated before
using income taxes
net charge-offs divided by average finance
receivables, excluding unearned interest supplements and the allowance for credit losses
• Loss-to-Receivables (“LTR”) Ratio – LTR ratio is calculated using net charge-offs divided by average finance
• receivables, excluding
Return on Equity unearned
(“ROE”) interest
(as shown supplements
in the Key Metricsand the–allowance
table) for credit
Reflects return lossescalculated by annualizing net
on equity
income for the period and dividing by monthly average equity for the period
• Return on Equity (“ROE”) (as shown in the Key Metrics table) – Reflects return on equity calculated by annualizing net
• income for theand
Securitization period and dividing
Restricted Cashby
(asmonthly
shown average equity table)
in the Liquidity for the–period
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
• Securitization and Restricted
local governmental (as shown
Cashreserve
and regulatory in the Liquidity
requirements table)held
and cash – Securitization cashofiscertain
under the terms held forcontractual
the benefit of the
securitization investors (for example, a reserve fund). Restricted cash primarily includes cash held to meet certain
agreements
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
• Securitizations (as shown in the Public Term Funding Plan table) – Public securitization transactions, Rule 144A
• offerings
Term sponsored by
Asset-Backed Ford Credit,
Securities and widely
(as shown in thedistributed offeringstable)
Funding Structure by Ford Credit Canada
– Obligations issued in securitization
transactions that are payable only out of collections on the underlying securitized assets and related enhancements
• Term Asset-Backed Securities (as shown in the Funding Structure table) – Obligations issued in securitization
• transactions that are payable
Total Net Receivables onlyinout
(as shown theofKey
collections
Metrics on the –underlying
table) securitized
Includes finance assets and
receivables related
(retail enhancements
financing and
wholesale) sold for legal purposes and net investment in operating leases included in securitization transactions that
• Total
do notNet Receivables
satisfy (as shown
the requirements forinaccounting
the Key Metrics table) – Includes
sale treatment. finance receivables
These receivables (retail financing
and operating leases areand
reported
wholesale)
on Ford Credit’s balance sheets and are available only for payment of the debt issued by, and other transactions
sold for legal purposes and net investment in operating leases included in securitization that
obligations of, the
do not satisfy the requirements for accounting sale treatment. These receivables and operating leases are
securitization entities that are parties to those securitization transactions; they are not available to pay the otherreported
on Ford Credit’s
obligations balance
of Ford Creditsheets and areofavailable
or the claims only for
Ford Credit’s payment
other of the debt issued by, and other obligations of, the
creditors
securitization entities that are parties to those securitization transactions; they are not available to pay the other
obligations
Corporate Otherof Ford Credit or the claims of Ford Credit’s other creditors

Corporate
CorporateOther
Other primarily includes corporate governance expenses, interest income (excluding interest earned on our
extended service contract portfolio that is included in our Automotive segment) and gains and losses from our cash, cash
Corporate
equivalents, Other
and primarilysecurities
marketable includes (excluding
corporate governance expenses,
gains and losses interest income
on investments (excluding
in equity interest
securities), andearned
foreignon our
extended service contract portfolio that is included in our Automotive segment) and gains
exchange derivatives gains and losses associated with intercompany lending. Corporate governance expensesand losses from our cash,
are cash
equivalents, and marketable securities (excluding gains and losses on investments in equity securities), and
primarily administrative, delivering benefit on behalf of the global enterprise, that are not allocated to operating segments.foreign
exchange derivatives
These include expensesgains and losses
related associated
to setting with intercompany
and directing lending. Corporate
global policy, providing oversight andgovernance expenses
stewardship, are
and promoting
primarily administrative, delivering benefit on behalf of the global enterprise, that are not allocated to operating
the Company’s interests. For full year 2022, Corporate Other had a $1,008 million loss, compared with a $1,084 million segments.
These
loss in include expenses
2021. The related was
improvement to setting
drivenand directing
by higher global policy,
Automotive providing
interest income oversight and stewardship,
due to higher interest ratesand promoting
(primarily
the Company’s
Fed Funds). interests. For full year 2022, Corporate Other had a $1,008 million loss, compared with a $1,084 million
loss in 2021. The improvement was driven by higher Automotive interest income due to higher interest rates (primarily
Fed Funds).
Interest on Debt

Interest on Debt
Interest on Debt consists of interest expense on Company debt excluding Ford Credit. Our full year 2022 interest
expense on Company debt excluding Ford Credit was $1,259 million, $544 million lower than in 2021, primarily explained
Interest
by U.S. debton Debt consists
restructuring of interest
actions taken expense on Company
in the fourth quarter of debt
2021excluding Ford
and during Credit. Our full year 2022 interest
2022.
expense on Company debt excluding Ford Credit was $1,259 million, $544 million lower than in 2021, primarily explained
by U.S. debt restructuring actions taken in the fourth quarter of 2021 and during 2022.

49

49

191177_Ford_2022_AR_1OK_R1.indd 53 2/6/23 1:35 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Taxes

Taxes
Our Provision for/(Benefit from) income taxes for full year 2022 was a $864 million benefit, resulting in an effective tax
rate of 28.6%. This includes benefits arising from the reversal of U.S. valuation allowances, primarily as a result of
Our Provision
planning actions. for/(Benefit from) income taxes for full year 2022 was a $864 million benefit, resulting in an effective tax
rate of 28.6%. This includes benefits arising from the reversal of U.S. valuation allowances, primarily as a result of
planning actions.
Our full year 2022 adjusted effective tax rate, which excludes special items, was 18.7%.

Our full year 2022


We regularly adjusted
review effective taxstructure
our organizational rate, whichandexcludes
income taxspecial items,
elections forwas 18.7%.
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
We regularly
changes review our
to our structure, as organizational structure
well as any changes and income
in income tax elections
tax laws for affiliates
in the countries in non-U.S.
that we and U.S.
operate, could tax
cause
jurisdictions, which may result in changes in affiliates that are included in or
increases or decreases to our deferred tax balances and related valuation allowances. 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.

50

50

191177_Ford_2022_AR_1OK_R1.indd 54 2/6/23 1:35 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
RESULTS Discussion
OF OPERATIONS and Analysis of Financial Condition and Results of Operations (Continued)
- 2021

RESULTS
The netOF OPERATIONS
income attributable- 2021
to Ford Motor Company was $17,937 million in 2021. Company adjusted EBIT was
$10,000 million.
The net income attributable to Ford Motor Company was $17,937 million in 2021. Company adjusted EBIT was
$10,000 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 26 of the Notes to the Financial Statements. We report special items
Net income/(loss)
separately includes
to allow investors certain items
analyzing (“special
our results items”)certain
to identify that areinfrequent
excluded significant
from Company
itemsadjusted
that theyEBIT. These
may wish to
items are discussed in more detail in Note 26 of the Notes to the Financial Statements. We report special items
exclude when considering the trend of ongoing operating results. Our pre-tax and tax special items were as follows (in
separately
millions): 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
2020 2021
millions):
Global Redesign
2020 2021
Europe $ (727) $ (530)
Global Redesign
India (23) (468)
Europe $ (727) $ (530)
South America (2,486) (803)
India (23) (468)
Russia 18 5
South America (2,486) (803)
China (including Taiwan) (56) 150
Russia 18 5
Separations and Other (not included above) (94) (74)
China (including Taiwan) (56) 150
Subtotal Global Redesign $ (3,368) $ (1,720)
Separations and Other (not included above) (94) (74)
Other Items
Subtotal Global Redesign $ (3,368) $ (1,720)
Gain on transaction with Argo AI $ 3,454 $ —
Other Items
Gain on Rivian IPO and mark-to-market 143 9,096
Gain on transaction with Argo AI $ 3,454 $ —
Gains and losses on investments in equity securities (excl. Rivian) 100 92
Gain on Rivian IPO and mark-to-market 143 9,096
Debt extinguishment premium — (1,692)
Gains and losses on investments in equity securities (excl. Rivian) 100 92
Takata field service action (610) —
Debt extinguishment premium — (1,692)
Ford Credit - Brazil and Argentina — 14
Takata field service action (610) —
Other (226) (10)
Ford Credit - Brazil and Argentina — 14
Subtotal Other Items $ 2,861 $ 7,500
Other (226) (10)
Pension and OPEB Gain/(Loss)
Subtotal Other Items $ 2,861 $ 7,500
Pension and OPEB remeasurement $ (1,435) $ 3,873
Pension and OPEB Gain/(Loss)
Pension settlements and curtailments (61) (70)
Pension and OPEB remeasurement $ (1,435) $ 3,873
Subtotal Pension and OPEB Gain/(Loss) $ (1,496) $ 3,803
Pension settlements and curtailments (61) (70)
Total EBIT Special Items $ (2,003) $ 9,583
Subtotal Pension and OPEB Gain/(Loss) $ (1,496) $ 3,803
Total EBIT Special Items $ (2,003) $ 9,583
Cash effect of Global Redesign (incl. separations) $ (503) $ (1,935)

Cash effect of Global Redesign (incl. separations) $ (503) $ (1,935)


Provision for/(Benefit from) tax special items (a) $ 721 $ (1,924)
__________
Provision
(a) for/(Benefit
Includes from)
related tax tax on
effect special items
special (a)and tax special items.
items $ 721 $ (1,924)
__________
(a) Includes
For full related tax effect
year 2021, weonrecorded
special items andbillion
$9.6 tax special items.
of pre-tax
special items, primarily reflecting gains on our equity investment
in Rivian in connection with Rivian’s initial public offering and mark-to-market valuation adjustments during the year, as
well For
as afull year 2021, we gain
remeasurement recorded $9.6 billion
associated of pre-tax
with our special items,
global pension primarily
and OPEB reflecting
plans. gains
The gains on our
were equityoffset
partially investment
by
in Rivian in connection with Rivian’s initial public offering and mark-to-market valuation adjustments during
costs associated with our Global Redesign actions and a debt extinguishment premium associated with the repurchase the year, as
well as a remeasurement gain associated with our
and redemption of $7.6 billion of our higher-coupon debt. global pension and OPEB plans. The gains were partially offset by
costs associated with our Global Redesign actions and a debt extinguishment premium associated with the repurchase
and In
redemption
Note 26 ofofthe
$7.6 billion
Notes to of
theour higher-coupon
Financial debt.special items are reflected as a separate reconciling item, as
Statements,
opposed to being allocated among the Automotive, Mobility, and Ford Credit segments. This reflects the fact that
In Note 26excludes
management of the Notes
thesetoitems
the Financial Statements,
from its review specialsegment
of operating items areresults
reflected as a separate
for purposes reconciling
of measuring item, as
segment
opposed to being allocated among
profitability and allocating resources. the Automotive, Mobility, and Ford Credit 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.

51

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191177_Ford_2022_AR_1OK_R1.indd 55 2/6/23 1:35 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
COMPANY Discussion and Analysis of Financial Condition and Results of Operations (Continued)
KEY METRICS

COMPANY KEY
The table METRICS
below shows our full year 2021 key metrics for the Company compared with full year 2020.
2020 2021 H / (L)
The table below shows our full year 2021 key metrics for the Company compared with full year 2020.
GAAP Financial Measures
2020 2021 H / (L)
Cash Flows from Operating Activities ($B) $ 24.3 $ 15.8 $ (8.5)
GAAP Financial Measures
Revenue ($M) 127,144 136,341 7%
Cash Flows from Operating Activities ($B) $ 24.3 $ 15.8 $ (8.5)
Net Income/(Loss) ($M) (1,279) 17,937 $ 19,216
Revenue ($M) 127,144 136,341 7%
Net Income/(Loss) Margin (%) (1.0)% 13.2 % 14.2 ppts
Net Income/(Loss) ($M) (1,279) 17,937 $ 19,216
EPS (Diluted) $ (0.32) $ 4.45 $ 4.77
Net Income/(Loss) Margin (%) (1.0)% 13.2 % 14.2 ppts
EPS (Diluted) $ (0.32) $ 4.45 $ 4.77
Non-GAAP Financial Measures (a)
Company Adj. Free Cash Flow ($B) $ 1.3 $ 4.6 $ 3.3
Non-GAAP Financial Measures (a)
Company Adj. EBIT ($M) 2,536 10,000 7,464
Company Adj. Free Cash Flow ($B) $ 1.3 $ 4.6 $ 3.3
Company Adj. EBIT Margin (%) 2.0 % 7.3 % 5.3 ppts
Company Adj. EBIT ($M) 2,536 10,000 7,464
Adjusted EPS (Diluted) $ 0.36 $ 1.59 $ 1.23
Company Adj. EBIT Margin (%) 2.0 % 7.3 % 5.3 ppts
Adjusted ROIC (Trailing Four Qtrs) 0.7 % 9.8 % 9.1 ppts
Adjusted EPS (Diluted) $ 0.36 $ 1.59 $ 1.23
__________
Adjusted
(a) ROIC (Trailing
See Non-GAAP Four Qtrs)
Financial Measure Reconciliations section for reconciliation to GAAP. 0.7 % 9.8 % 9.1 ppts
__________
(a) In
See2021,
Non-GAAP Financialearnings
our diluted per share ofsection
Measure Reconciliations Common for reconciliation
and ClasstoBGAAP.Stock
was $4.45 and our diluted adjusted earnings
per share was $1.59.
In 2021, our diluted earnings per share of Common and Class B Stock was $4.45 and our diluted adjusted earnings
per share was $1.59. margin was 13.2% in 2021, up from negative 1.0% in 2020. Company adjusted EBIT margin was
Net income/(loss)
7.3% in 2021, up from 2.0% in 2020.
Net income/(loss) margin was 13.2% in 2021, up from negative 1.0% in 2020. Company adjusted EBIT margin was
7.3%The
in 2021, up from
table below 2.0%our
shows in 2020.
full year 2021 net income/(loss) attributable to Ford and Company adjusted EBIT by
segment (in millions).
The table below shows our full year 2021 net income/(loss) attributable to Ford and Company adjusted EBIT by
2020 2021 H / (L)
segment (in millions).
Automotive $ 1,706 $ 7,397 $ 5,691
2020 2021 H / (L)
Mobility (1,052) (1,030) 22
Automotive $ 1,706 $ 7,397 $ 5,691
Ford Credit 2,608 4,717 2,109
Mobility (1,052) (1,030) 22
Corporate Other (726) (1,084) (358)
Ford Credit 2,608 4,717 2,109
Company Adjusted EBIT (a) 2,536 10,000 7,464
Corporate Other (726) (1,084) (358)
Interest on Debt (1,649) (1,803) 154
Company Adjusted EBIT (a) 2,536 10,000 7,464
Special Items (2,003) 9,583 (11,586)
Interest on Debt (1,649) (1,803) 154
Taxes / Noncontrolling Interests (163) 157 (320)
Special Items (2,003) 9,583 (11,586)
Net Income/(Loss) $ (1,279) $ 17,937 $ 19,216
Taxes / Noncontrolling Interests (163) 157 (320)
__________
Net Income/(Loss)
(a) See Non-GAAP Financial Measure Reconciliations section for reconciliation to GAAP. $ (1,279) $ 17,937 $ 19,216
__________
(a) The
See Non-GAAP Financialincrease
year-over-year Measure Reconciliations
of $19.2 billionsection for reconciliation
in net income/(loss) to GAAP.
in 2021 includes the effect
of special items, including
the Rivian IPO and mark-to-market gain, as well as higher Automotive EBIT and Ford Credit EBT. The year-over-year
The year-over-year
increase of $7.5 billion inincrease
Companyof $19.2 billion
adjusted in was
EBIT net income/(loss) in 2021
driven by higher includesEBIT
Automotive the effect of special
and Ford Credit items,
EBT. including
the Rivian IPO and mark-to-market gain, as well as higher Automotive EBIT and Ford Credit EBT. The year-over-year
increase of $7.5 billion in Company adjusted EBIT was driven by higher Automotive EBIT and Ford Credit EBT.

52

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191177_Ford_2022_AR_1OK_R1.indd 56 2/6/23 1:36 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
Automotive Segment Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Automotive
The tableSegment
below shows our full year 2021 Automotive segment EBIT by business unit (in millions).
2020 2021 H / (L)
The table below shows our full year 2021 Automotive segment EBIT by business unit (in millions).
North America $ 3,710 $ 7,377 $ 3,667
2020 2021 H / (L)
South America (490) (121) 369
North America $ 3,710 $ 7,377 $ 3,667
Europe (851) (154) 697
South America (490) (121) 369
China (including Taiwan) (499) (327) 172
Europe (851) (154) 697
International Markets Group (164) 622 786
China (including Taiwan) (499) (327) 172
Automotive Segment $ 1,706 $ 7,397 $ 5,691
International Markets Group (164) 622 786
Automotive Segment $ 1,706 $ 7,397 $ 5,691
The tables below and on the following pages provide full year 2021 key metrics and the change in full year 2021 EBIT
compared with full year 2020 by causal factor for our Automotive segment and its regional business units: North America,
The
South tables below
America, andChina
Europe, on the followingTaiwan),
(including pages provide
and thefull year 2021 key
International metrics
Markets and the
Group. Forchange in full year
a description 2021
of these EBIT
causal
compared with full year 2020 by causal factor for our Automotive segment
factors, see Definitions and Information Regarding Automotive Causal Factors. and its regional business units: North America,
South America, Europe, China (including Taiwan), and the International Markets Group. For a description of these causal
2020 2021 H / (L)
factors, see Definitions and Information Regarding Automotive Causal Factors.
Key Metrics
2020 2021 H / (L)
Market Share (%) 5.8% 5.1% (0.6) ppts
Key Metrics
Wholesale Units (000) 4,187 3,942 (245)
Market Share (%) 5.8% 5.1% (0.6) ppts
Revenue ($M) $ 115,894 $ 126,150 $ 10,256
Wholesale Units (000) 4,187 3,942 (245)
EBIT ($M) 1,706 7,397 5,691
Revenue ($M) $ 115,894 $ 126,150 $ 10,256
EBIT Margin (%) 1.5% 5.9% 4.4 ppts
EBIT ($M) 1,706 7,397 5,691
EBIT Margin (%) 1.5% 5.9% 4.4 ppts
Change in EBIT by Causal Factor (in millions)
2020 Full Year EBIT $ 1,706
Change in EBIT by Causal Factor (in millions)
Volume / Mix (2,853)
2020 Full Year EBIT $ 1,706
Net Pricing 9,700
Volume / Mix (2,853)
Cost (2,173)
Net Pricing 9,700
Exchange 524
Cost (2,173)
Other 493
Exchange 524
2021 Full Year EBIT $ 7,397
Other 493
2021 Full Year EBIT $ 7,397
In 2021, wholesales in our Automotive segment declined 6% from 2020, reflecting semiconductor-related production
constraints and the shift to a new business model in South America. Full year 2021 Automotive revenue increased 9%
fromIn2020,
2021,driven
wholesales in our
by higher netAutomotive segment
pricing, favorable declined
mix, 6% from
and stronger 2020, reflecting
currencies, partiallysemiconductor-related production
offset by lower wholesales.
constraints and the shift to a new business model in South America. Full year 2021 Automotive revenue increased 9%
fromOur
2020,
full driven by higher
year 2021 net pricing,
Automotive favorable
segment mix, and stronger
EBIT increased currencies,
$5.7 billion from 2020partially
with an offset
EBITbymargin
lower of
wholesales.
5.9 percent.
The EBIT improvement was driven by higher net pricing (reflecting the strength of our product portfolio and lower
Our fullinyear
incentives 2021 Automotive
response segment
to reduced dealer EBIT
stock increased
levels), lower$5.7 billionexpense,
warranty from 2020 with an EBIT
favorable marginprofits
mix, higher of 5.9from
percent.
our Ford
The EBIT improvement
Customer wasbusiness,
Service Division driven byand
higher net pricing
stronger (reflecting
currencies, the strength
partially offset by of our product
lower portfolio
wholesales and lower
and increased
incentives incosts.
commodity response to reduced dealer stock levels), lower warranty expense, favorable mix, higher profits from our Ford
Customer Service Division business, and stronger currencies, partially offset by lower wholesales and increased
commodity costs.

53

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191177_Ford_2022_AR_1OK_R1.indd 57 2/6/23 1:36 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemNorth
7. Management’s
America Discussion and Analysis of Financial Condition and Results of Operations (Continued)
2020 2021 H / (L)
North America
Key Metrics
2020 2021 H / (L)
Market Share (%) 13.2% 12.0% (1.2) ppts
Key Metrics
Wholesale Units (000) 2,081 2,006 (75)
Market Share (%) 13.2% 12.0% (1.2) ppts
Revenue ($M) $ 80,044 $ 87,783 $ 7,739
Wholesale Units (000) 2,081 2,006 (75)
EBIT ($M) 3,710 7,377 3,667
Revenue ($M) $ 80,044 $ 87,783 $ 7,739
EBIT Margin (%) 4.6% 8.4% 3.8 ppts
EBIT ($M) 3,710 7,377 3,667
EBIT Margin (%) 4.6% 8.4% 3.8 ppts
Change in EBIT by Causal Factor (in millions)
2020 Full Year EBIT $ 3,710
Change in EBIT by Causal Factor (in millions)
Volume / Mix (1,661)
2020 Full Year EBIT $ 3,710
Net Pricing 7,858
Volume / Mix (1,661)
Cost (2,672)
Net Pricing 7,858
Exchange 220
Cost (2,672)
Other (78)
Exchange 220
2021 Full Year EBIT $ 7,377
Other (78)
2021 Full Year EBIT $ 7,377
In North America, 2021 wholesales declined 4% from 2020, primarily reflecting the impact of semiconductor-related
production constraints. Full year 2021 revenue increased 10% from 2020, driven by higher net pricing, favorable mix, and
In North
stronger America,partially
currencies, 2021 wholesales declined
offset by lower 4% from 2020, primarily reflecting the impact of semiconductor-related
wholesales.
production constraints. Full year 2021 revenue increased 10% from 2020, driven by higher net pricing, favorable mix, and
stronger
Northcurrencies,
America’s partially
2021 EBIT offset by lower
increased wholesales.
$3.7 billion from 2020 with an EBIT margin of 8.4%. The EBIT improvement
was driven by higher net pricing, lower warranty expense, and favorable mix, partially offset by increased commodity
North
prices, America’s
lower volume,2021 EBIT increased
and higher structural$3.7 billion from 2020 with an EBIT margin of 8.4%. The EBIT improvement
costs.
was driven by higher net pricing, lower warranty expense, and favorable mix, partially offset by increased commodity
prices, lower
South volume, and higher structural costs.
America
2020 2021 H / (L)
South America
Key Metrics
2020 2021 H / (L)
Market Share (%) 6.2 % 2.6 % (3.7) ppts
Key Metrics
Wholesale Units (000) 185 81 (104)
Market Share (%) 6.2 % 2.6 % (3.7) ppts
Revenue ($M) $ 2,463 $ 2,399 $ (64)
Wholesale Units (000) 185 81 (104)
EBIT ($M) (490) (121) 369
Revenue ($M) $ 2,463 $ 2,399 $ (64)
EBIT Margin (%) (19.9)% (5.1)% 14.8 ppts
EBIT ($M) (490) (121) 369
EBIT Margin (%) (19.9)% (5.1)% 14.8 ppts
Change in EBIT by Causal Factor (in millions)
2020 Full Year EBIT $ (490)
Change in EBIT by Causal Factor (in millions)
Volume / Mix (210)
2020 Full Year EBIT $ (490)
Net Pricing 602
Volume / Mix (210)
Cost (12)
Net Pricing 602
Exchange 2
Cost (12)
Other (13)
Exchange 2
2021 Full Year EBIT $ (121)
Other (13)
2021 Full Year EBIT $ (121)
In South America, 2021 wholesales declined 56% from 2020, primarily reflecting the shift to the region’s new business
model and the impact of semiconductor-related production constraints. Full year 2021 revenue declined 3% from 2020,
In South
driven America,
by lower volume2021 wholesales
and weaker declinedpartially
currencies, 56% from 2020,
offset primarily
by higher netreflecting thefavorable
pricing and shift to the region’s new business
mix.
model and the impact of semiconductor-related production constraints. Full year 2021 revenue declined 3% from 2020,
driven by lower
South volume
America’s andEBIT
2021 weaker
losscurrencies, partially
improved $369 offset
million by2020
from higher netan
with pricing
EBIT and favorable
margin mix. 5.1%. The EBIT
of negative
improvement was driven by higher net pricing, partially offset by lower volume.
South America’s 2021 EBIT loss improved $369 million from 2020 with an EBIT margin of negative 5.1%. The EBIT
improvement was driven by higher net pricing, partially offset by lower volume.

54

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemEurope
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
2020 2021 H / (L)
Europe
Key Metrics
2020 2021 H / (L)
Market Share (%) 7.2 % 6.4 % (0.8) ppts
Key Metrics
Wholesale Units (000) (a) 1,020 891 (128)
Market Share (%) 7.2 % 6.4 % (0.8) ppts
Revenue ($M) $ 22,644 $ 24,466 $ 1,822
Wholesale Units (000) (a) 1,020 891 (128)
EBIT ($M) (851) (154) 697
Revenue ($M) $ 22,644 $ 24,466 $ 1,822
EBIT Margin (%) (3.8)% (0.6)% 3.2 ppts
EBIT ($M) (851) (154) 697
__________
EBITIncludes
(a) Margin (%) (3.8)
Ford brand vehicles produced and sold by our unconsolidated affiliate in Türkiye (about 72,000 % in 2020 and(0.6)
units % units in 2021);
61,000 3.2 ppts
revenue does not include these sales.
__________
(a) Includes Ford brand vehicles produced and sold by our unconsolidated affiliate in Türkiye (about 72,000 units in 2020 and 61,000 units in 2021);
revenue does not include these sales.
Change in EBIT by Causal Factor (in millions)
2020 Full Year EBIT $ (851)
Change in EBIT by Causal Factor (in millions)
Volume / Mix (941)
2020 Full Year EBIT $ (851)
Net Pricing 949
Volume / Mix (941)
Cost 472
Net Pricing 949
Exchange (112)
Cost 472
Other 329
Exchange (112)
2021 Full Year EBIT $ (154)
Other 329
2021 Full Year EBIT $ (154)
In Europe, 2021 wholesales declined 13% from 2020, primarily reflecting the impact of semiconductor-related
production constraints. Full year 2021 revenue improved 8% from 2020, driven by favorable mix, stronger currencies, and
In Europe,
higher 2021
net pricing, wholesales
partially offset declined
by lower 13% from 2020, primarily reflecting the impact of semiconductor-related
volume.
production constraints. Full year 2021 revenue improved 8% from 2020, driven by favorable mix, stronger currencies, and
higher net pricing,
Europe’s 2021partially
EBIT lossoffset by lower
improved volume.
$697 million from 2020 with an EBIT margin of negative 0.6%. The EBIT
improvement was driven by higher net pricing, lower material and warranty expenses, and lower structural costs, partially
Europe’s
offset by lower2021 EBIT
volume loss
and improvedcommodity
increased $697 million from 2020 with an EBIT margin of negative 0.6%. The EBIT
prices.
improvement was driven by higher net pricing, lower material and warranty expenses, and lower structural costs, partially
offset by lower volume and increased commodity prices.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemChina
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
(Including Taiwan)
2020 2021 H / (L)
China (Including Taiwan)
Key Metrics
2020 2021 H / (L)
Market Share (%) 2.4 % 2.4 % — ppts
Key Metrics
Wholesale Units (000) (a) 617 649 31
Market Share (%) 2.4 % 2.4 % — ppts
Revenue ($M) $ 3,202 $ 2,547 $ (655)
Wholesale Units (000) (a) 617 649 31
EBIT ($M) (499) (327) 172
Revenue ($M) $ 3,202 $ 2,547 $ (655)
EBIT Margin (%) (15.6)% (12.8)% 2.8 ppts
EBIT ($M) (499) (327) 172
China Unconsolidated
EBIT Margin (%) Affiliates (15.6)% (12.8)% 2.8 ppts
Wholesale Units (000) (b) 564 633 69
China Unconsolidated Affiliates
Ford Equity Income/(Loss) ($M) $ 49 $ 165 $ 116
Wholesale Units (000) (b) 564 633 69
__________
Ford Equity Income/(Loss) ($M) $ 49
(a) Includes vehicles produced and sold by our unconsolidated affiliates. Revenue does not include these sales. $ 165 $ 116
(b) Includes Ford and Lincoln brand and JMC brand vehicles produced and sold in China and, from second quarter 2021, Ford brand vehicles
__________
(a) produced in Taiwan
Includes vehicles by Lio Ho
produced Group.
and sold by our unconsolidated affiliates. Revenue does not include these sales.
(b) Includes Ford and Lincoln brand and JMC brand vehicles produced and sold in China and, from second quarter 2021, Ford brand vehicles
produced in Taiwan by Lio Ho Group.
Change in EBIT by Causal Factor (in millions)
2020 Full Year EBIT $ (499)
Change in EBIT by Causal Factor (in millions)
Volume / Mix (190)
2020 Full Year EBIT $ (499)
Net Pricing 73
Volume / Mix (190)
Cost 16
Net Pricing 73
Exchange 69
Cost 16
Other 204
Exchange 69
2021 Full Year EBIT $ (327)
Other 204
2021 Full Year EBIT $ (327)
In China, 2021 wholesales increased 5% from 2020, driven by higher joint venture volumes. Full year 2021
consolidated revenue declined 20% from 2020, driven by product localization and the de-consolidation of our operations
In China,
in Taiwan, 2021 offset
partially wholesales increased
by favorable 5% mix,
import fromhigher
2020, component
driven by higher
salesjoint venture
to our volumes.in Full
joint ventures year
China, 2021
and stronger
consolidated
currencies. revenue declined 20% from 2020, driven by product localization and the de-consolidation of our operations
in Taiwan, partially offset by favorable import mix, higher component sales to our joint ventures in China, and stronger
currencies.
China’s 2021 EBIT loss improved $172 million from 2020 with an EBIT margin of negative 12.8%. The EBIT
improvement was driven by favorable mix of imported vehicles, higher joint venture profits and royalties, and higher net
China’s
pricing, 2021offset
partially EBITby loss improved
lower volume$172 million
at our from 2020
consolidated with an EBIT margin of negative 12.8%. The EBIT
operations.
improvement was driven by favorable mix of imported vehicles, higher joint venture profits and royalties, and higher net
pricing, partially offset by lower volume at our consolidated operations.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemInternational
7. Management’s Discussion
Markets Group and Analysis of Financial Condition and Results of Operations (Continued)
2020 2021 H / (L)
International Markets Group
Key Metrics
2020 2021 H / (L)
Market Share (%) 1.7 % 1.8 % — ppts
Key Metrics
Wholesale Units (000) (a) 284 315 31
Market Share (%) 1.7 % 1.8 % — ppts
Revenue ($M) $ 7,541 $ 8,955 $ 1,414
Wholesale Units (000) (a) 284 315 31
EBIT ($M) (164) 622 786
Revenue ($M) $ 7,541 $ 8,955 $ 1,414
EBIT Margin (%) (2.2)% 6.9 % 9.1 ppts
EBIT ($M) (164) 622 786
_________
EBITIncludes
(a) Margin (%)
Ford brand vehicles produced and sold by our unconsolidated affiliate in Russia (about 14,000(2.2) % in 2020 and 22,000
units 6.9 % units in 2021).
9.1 ppts
Revenue does not include these sales.
_________
(a) Includes Ford brand vehicles produced and sold by our unconsolidated affiliate in Russia (about 14,000 units in 2020 and 22,000 units in 2021).
Revenue
Change does
in EBIT bynot include
Causal these(in
Factor sales.
millions)
2020 Full Year EBIT $ (164)
Change in EBIT by Causal Factor (in millions)
Volume / Mix 150
2020 Full Year EBIT $ (164)
Net Pricing 218
Volume / Mix 150
Cost 24
Net Pricing 218
Exchange 344
Cost 24
Other 50
Exchange 344
2021 Full Year EBIT $ 622
Other 50
2021 Full Year EBIT $ 622
In our International Markets Group, 2021 wholesales increased 11% from 2020, reflecting the non-recurrence of the
COVID-related production suspension and higher industry volumes, partially offset by the impact of semiconductor-related
In our
supply International
constraints. FullMarkets Group,
year 2021 2021increased
revenue wholesales
19%increased 11%
from 2020, from by
driven 2020, reflecting
higher volumethe non-recurrence
and mix, higher netof the
COVID-related
pricing, production
and stronger suspension and higher industry volumes, partially offset by the impact of semiconductor-related
currencies.
supply constraints. Full year 2021 revenue increased 19% from 2020, driven by higher volume and mix, higher net
pricing,
Our and stronger currencies.
International Markets Group’s 2021 EBIT improved $786 million from 2020 with an EBIT margin of 6.9%. The
EBIT improvement was driven by stronger currencies, higher net pricing and volume, and lower warranty expense.
Our International Markets Group’s 2021 EBIT improved $786 million from 2020 with an EBIT margin of 6.9%. The
EBIT improvement was driven by stronger currencies, higher net pricing and volume, and lower warranty expense.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
Mobility Segment Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Mobility
In ourSegment
Mobility segment, our 2021 EBIT loss improved $22 million from 2020. The $1 billion EBIT loss reflected our
strategic investments in 2021 as we continued to expand our capabilities in autonomous vehicles and mobility businesses.
In our Mobility segment, our 2021 EBIT loss improved $22 million from 2020. The $1 billion EBIT loss reflected our
strategic investments
Ford Credit Segmentin 2021 as we continued to expand our capabilities in autonomous vehicles and mobility businesses.

FordThe
Credit Segment
tables below provide full year 2021 key metrics and the change in full year 2021 EBT compared with full year
2020 by causal factor for the Ford Credit segment.
The tables below provide full year 2021 key metrics and the change in full year 2021 EBT compared with full year
2020 2021 H / (L)
2020 by causal factor for the Ford Credit segment.
GAAP Financial Measures
2020 2021 H / (L)
Total Net Receivables ($B) $ 132 $ 118 (11)%
GAAP Financial Measures
Loss-to-Receivables (bps) (a) 36 6 (30)
Total Net Receivables ($B) $ 132 $ 118 (11)%
Auction Values (b) $ 22,380 $ 28,120 26 %
Loss-to-Receivables (bps) (a) 36 6 (30)
EBT ($M) 2,608 4,717 $ 2,109
Auction Values (b) $ 22,380 $ 28,120 26 %
ROE (%) (c) 15 % 32 % 17 ppts
EBT ($M) 2,608 4,717 $ 2,109
ROE (%) (c) 15 % 32 % 17 ppts
Other Balance Sheet Metrics
Debt ($B) $ 138 $ 118 (15)%
Other Balance Sheet Metrics
Net Liquidity ($B) 35 32 (10)%
Debt ($B) $ 138 $ 118 (15)%
Financial Statement Leverage (to 1) (c) 8.8 9.5 0.7
Net Liquidity ($B) 35 32 (10)%
__________
Financial Statement Leverage
(a) U.S. retail financing only. (to 1) (c) 8.8 9.5 0.7
(b) U.S. 36-month off-lease auction values at full year 2022 mix.
__________
(c)
(a) 2020 amounts
U.S. retail have only.
financing been updated as a result of the adoption of ASU 2019-12, Simplifying the Accounting for Income Taxes.
(b) U.S. 36-month off-lease auction values at full year 2022 mix.
(c) 2020 amounts have been updated as a result of the adoption of ASU 2019-12, Simplifying the Accounting for Income Taxes.
Change in EBT by Causal Factor (in millions)
2020 Full Year EBT $ 2,608
Change in EBT by Causal Factor (in millions)
Volume / Mix (243)
2020 Full Year EBT $ 2,608
Financing Margin (206)
Volume / Mix (243)
Credit Loss 1,136
Financing Margin (206)
Lease Residual 1,494
Credit Loss 1,136
Exchange 27
Lease Residual 1,494
Other (99)
Exchange 27
2021 Full Year EBT $ 4,717
Other (99)
2021 Full Year EBT $ 4,717
Total net receivables at December 31, 2021 were $14 billion lower than at December 31, 2020, primarily reflecting
lower wholesale receivables as a result of lower dealer inventories due to the semiconductor shortage. Ford Credit’s loss
Totalreflected
metrics net receivables at December
healthy and 31, 2021credit
stable consumer wereconditions
$14 billionand
lower thanauction
strong at December
values.31,Ford
2020, primarily
Credit’s U.S.reflecting
36-month
lower wholesale receivables as a result of lower dealer inventories due to the semiconductor shortage.
auction values for off-lease vehicles were up 26% from 2020, reflecting strong demand for used vehicles, including Ford Credit’stheloss
metrics reflected healthy and stable consumer credit conditions
impact of lower new vehicle production due to the semiconductor shortage.and strong auction values. Ford Credit’s U.S. 36-month
auction values for off-lease vehicles were up 26% from 2020, reflecting strong demand for used vehicles, including the
impact
Fordof Credit’s
lower new 2021vehicle production$2,109
EBT increased due to million
the semiconductor shortage. primarily by favorable operating lease residual
from 2020, explained
performance, the non-recurrence of the 2020 increase to the credit loss reserve due to deterioration in macroeconomic
Ford Credit’s
conditions related2021 EBT increased
to COVID-19, $2,109 million
and reductions in thefrom
credit2020,
loss explained
reserve in primarily by favorable
2021, partially operating
offset by lease residual
lower volume driven
performance,
by the impact the non-recurrence
of the of the 2020
global semiconductor increase
shortage andtolower
the credit loss reserve
financing margin. due to deterioration in macroeconomic
conditions related to COVID-19, and reductions in the credit loss reserve in 2021, partially offset by lower volume driven
by the impact of the global semiconductor shortage and lower financing margin.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
Corporate Other Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Corporate
For full Other
year 2021, Corporate Other had a $1,084 million loss, compared with a $726 million loss in 2020. The higher
loss was driven by lower interest income and higher administrative and IT-related expenses.
For full year 2021, Corporate Other had a $1,084 million loss, compared with a $726 million loss in 2020. The higher
loss was on
Interest driven by lower interest income and higher administrative and IT-related expenses.
Debt

Interest on year
Our full Debt2021 interest expense on Company debt excluding Ford Credit was $1,803 million, $154 million higher
than in 2020, primarily explained by higher U.S. unsecured debt interest expense.
Our full year 2021 interest expense on Company debt excluding Ford Credit was $1,803 million, $154 million higher
than
Taxesin 2020, primarily explained by higher U.S. unsecured debt interest expense.

Taxes
Our Provision for/(Benefit from) income taxes for full year 2021 was a $130 million benefit, resulting in an effective tax
rate of negative 0.7%. This includes a benefit of $2.9 billion to recognize deferred tax assets resulting from changes in
Our Provision
our global for/(Benefit
tax structure from) million
and a $918 taxes for
incomebenefit fullthe
from year 2021 was
reversal a $130
of U.S. million
valuation benefit, resulting in an effective tax
allowances.
rate of negative 0.7%. This includes a benefit of $2.9 billion to recognize deferred tax assets resulting from changes in
our global
Our fulltax structure
year and a $918
2021 adjusted million
effective benefit
tax from the
rate, which reversal
excludes of U.S.
special valuation
items, allowances.
was 21.9%.

Our full year 2021 adjusted effective tax rate, which excludes special items, was 21.9%.

59

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
LIQUIDITY AND CAPITALDiscussion and Analysis of Financial Condition and Results of Operations (Continued)
RESOURCES

LIQUIDITY AND CAPITAL


At December 31, 2022, RESOURCES
total balance sheet cash, cash equivalents, marketable securities, and restricted cash,
including Ford Credit and entities held for sale, was $44.3 billion.
At December 31, 2022, total balance sheet cash, cash equivalents, marketable securities, and restricted cash,
including Ford Credit
We consider andbalance
our key entities held
sheetfor sale, was
metrics $44.3
to be: billion. cash, which includes cash equivalents, marketable
(i) Company
securities, and restricted cash, including cash held for sale, excluding Ford Credit’s cash, cash equivalents, marketable
We consider
securities, our key cash;
and restricted balance
andsheet metrics toliquidity,
(ii) Company be: (i) Company cash,Company
which includes which includes
cash, cash equivalents,
less restricted marketable
cash, and total
securities, and restricted cash, including cash held for sale, excluding Ford Credit’s cash,
available committed credit lines, excluding Ford Credit’s total available committed credit lines.cash equivalents, marketable
securities, and restricted cash; and (ii) Company liquidity, which includes Company cash, less restricted cash, and total
available
Companycommitted
excludingcredit
Fordlines, excluding Ford Credit’s total available committed credit lines.
Credit
December 31, December 31,
Company excluding Ford Credit 2021 2022
Balance Sheets ($B) December 31, December 31,
2021 2022
Company Cash $ 36.5 $ 32.3
Balance Sheets ($B)
Liquidity 52.4 48.0
Company Cash $ 36.5 $ 32.3
Debt (20.4) (19.9)
Liquidity 52.4 48.0
Cash Net of Debt 16.1 12.3
Debt (20.4) (19.9)
Cash Net of Debt 16.1 12.3
Pension Funded Status ($B)
Funded Plans $ 5.8 $ 4.1
Pension Funded Status ($B)
Unfunded Plans (6.1) (4.3)
Funded Plans $ 5.8 $ 4.1
Total Global Pension $ (0.3) $ (0.2)
Unfunded Plans (6.1) (4.3)
Total Global Pension $ (0.3) $ (0.2)
Total Funded Status OPEB $ (6.0) $ (4.5)

Total Funded Status OPEB $ (6.0) $ (4.5)


Liquidity. One of our key priorities is to maintain a strong balance sheet, while at the same time having resources
available to invest in and grow our business. At December 31, 2022, we had Company cash of $32.3 billion and liquidity
billion,One
Liquidity.
of $48.0 of our approximately
including key priorities is$194
to maintain a strong
million of Rivianbalance sheet,
marketable while at the
securities. samewe
In 2022, time having
sold resources
approximately
available
91 million of our Rivian shares resulting in proceeds of about $3 billion. As marketable securities increase orand
to invest in and grow our business. At December 31, 2022, we had Company cash of $32.3 billion liquidity
decrease in
of $48.0 billion, including approximately $194 million of Rivian marketable securities. In 2022, we sold
value, Company cash and liquidity will likewise increase or decrease. At December 31, 2022, about 89% of Company approximately
91
cashmillion of ourbyRivian
was held shares resulting
consolidated in proceeds
entities domiciled of about
in the United$3 billion. As marketable securities increase or decrease in
States.
value, Company cash and liquidity will likewise increase or decrease. At December 31, 2022, about 89% of Company
cashTowasbe held by consolidated
prepared entities
for an economic domiciled
downturn, weintarget
the United States.Company cash balance at or above $20 billion plus
an ongoing
significant additional liquidity above our Company cash target. We expect to have periods when we will be above or
below To this
be prepared for an
amount due to: economic downturn,
(i) future cash we target an such
flow expectations, ongoing Company
as for cash in
investments balance
future at or above $20
opportunities, billion plus
capital
significant additional
investments, liquidity above
debt maturities, pensionour Company cash
contributions, target. We expect
or restructuring to have (ii)
requirements, periods when timing
short-term we willdifferences,
be above orand
below
(iii) this amount
changes in the due to:economic
global (i) future environment.
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 cash
Our Company globalinvestments
economic environment.
(excluding the Rivian marketable securities) primarily include U.S. Department of
Treasury obligations, federal agency securities, bank time deposits with investment-grade institutions, investment-grade
Our Company
corporate cash
securities, investments (excluding
investment-grade commercialthe paper,
Rivian and
marketable securities)
debt obligations of primarily include
a select group ofU.S. Department
non-U.S. of
governments,
Treasury
non-U.S. obligations,
governmental federal agency
agencies, andsecurities, bank institutions.
supranational time deposits with
The investment-grade
average institutions,
maturity of these investment-grade
investments is
corporate securities,
approximately one yearinvestment-grade commercial
and adjusted based paper,
on market and debtand
conditions obligations of a select
liquidity needs. Wegroup
monitorof our
non-U.S. governments,
Company cash
non-U.S. governmental agencies, and supranational
levels and average maturity on a daily basis. 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.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemMaterial
7. Management’s DiscussionOur
Cash Requirements. andmaterial
Analysiscash
of Financial Condition
requirements and Results of Operations (Continued)
include:

Material
• CapitalCash Requirements.
expenditures Our material
(for additional cash requirements
information, include:in Company Cash” section below) and other
see the “Changes
payments for engineering, software, product development, and implementation of our plans for electric vehicles
• Capital expenditures (for additional information, see the “Changes in Company Cash” section below) and other
• payments
Purchase offorraw
engineering, software,
materials and productto
components development, and implementation
support the manufacturing of our
and sale plans for(including
of vehicles electric vehicles
electric
vehicles), parts, and accessories (for additional information, see the Aggregate Contractual Obligations table and
• the
Purchase of raw materials
accompanying andof
description components to support
our “Purchase the manufacturing
obligations” below) and sale of vehicles (including electric
vehicles), parts, and accessories (for additional information, see the Aggregate Contractual Obligations table and
the accompanying
• Marketing incentivedescription
payments to of dealers
our “Purchase obligations” below)

• Marketing
Payments incentive payments
for warranty toservice
and field dealersactions (for additional information, see Note 25 of the Notes to the
Financial Statements)
• Payments for warranty and field service actions (for additional information, see Note 25 of the Notes to the
• Financial
Debt Statements)
repayments (for additional information, see the Aggregate Contractual Obligations table below and Note 19
of the Notes the Financial Statements)
• Debt repayments (for additional information, see the Aggregate Contractual Obligations table below and Note 19
• of the Notes the
Discretionary andFinancial Statements)
mandatory payments to our global pension plans (for additional information, see the Aggregate
Contractual Obligations table below, the “Changes in Company Cash” section below, and Note 17 of the Notes to
• Discretionary
the and mandatory payments to our global pension plans (for additional information, see the Aggregate
Financial Statements)
Contractual Obligations table below, the “Changes in Company Cash” section below, and Note 17 of the Notes to
• the Financial
Employee Statements)
wages, benefits, and incentives

• Employee wages,
Operating lease benefits,(for
payments andadditional
incentivesinformation, see the Aggregate Contractual Obligations table below and
Note 18 of the Notes to the Financial Statements)
• Operating lease payments (for additional information, see the Aggregate Contractual Obligations table below and
• Note 18
Cash of therelated
effects Notesto
tothe
theglobal
Financial Statements)
redesign of our business (for additional information, see the “Changes in
Company Cash” section below)
• Cash effects related to the global redesign of our business (for additional information, see the “Changes in
• Company Cash” section
Strategic acquisitions andbelow)
investments to grow our business, including electrification

• Strategic
Subject acquisitions
to approval by ourand investments
Board to grow
of Directors, our business,
shareholder including
distributions electrification
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
Subject to approval
compensation) by our
may require theBoard of Directors,
expenditure shareholder
of a material amountdistributions in the formwe
of cash. Moreover, ofmay
dividend payments
be subject and/or a
to additional
share repurchase program (including share repurchases to offset the anti-dilutive effect of increased shared-based
material cash requirements that are contingent upon the occurrence of certain events, e.g., legal contingencies, uncertain
compensation) may
tax positions, and require
other the expenditure of a material amount of cash. Moreover, we may be subject to additional
matters.
material cash requirements that are contingent upon the occurrence of certain events, e.g., legal contingencies, uncertain
tax positions, andto
We are party other
manymatters.
contractual obligations involving commitments to make payments to third parties, and, as noted
above, such commitments require a material amount of cash. Most of these are debt obligations incurred by our Ford
Wesegment.
Credit are party In
to addition,
many contractual
as part ofobligations
our normalinvolving
businesscommitments
practices, wetoenter
make payments
into contractstowith
thirdsuppliers
parties, and, as noted
for purchases
above,
of certain raw materials, components, and services to facilitate adequate supply of these materials and services. Ford
such commitments require a material amount of cash. Most of these are debt obligations incurred by our These
Credit segment.including
arrangements, In addition, as partofftake
multi-year of our commitments,
normal business maypractices, we enter
contain fixed into contracts
or minimum withpurchase
quantity suppliersrequirements.
for purchases
of certain raw
“Purchase materials,incomponents,
obligations” the Aggregate and services toObligations
Contractual facilitate adequate
table belowsupply
are of these as
defined materials and services.
off-balance These
sheet agreements
arrangements, including multi-year offtake commitments, may contain fixed or minimum quantity purchase
to purchase goods or services that are enforceable and legally binding on the Company and that specify all significant requirements.
“Purchase obligations”
terms; however, in the Aggregate
as we purchase Contractual
raw materials Obligations table
and components beyond below are defined
the minimum as off-balance
amounts requiredsheet
by the agreements
“Purchase
to purchase goods or services that are enforceable and legally binding on the Company and that specify all
obligations,” our material cash requirements for these items are higher than what is reflected in the Aggregate Contractual significant
terms; however,
Obligations table.asFor
we additional
purchase information
raw materials onand
the components
timing of thesebeyond the minimum
payments amounts
and the impact onrequired by the
our working “Purchase
capital, see
obligations,” our material cash requirements
the “Changes in Company Cash” section below. for these items are higher than what is reflected in the Aggregate Contractual
Obligations table. For additional information on the timing of these payments and the impact on our working capital, see
the “Changes in Company Cash” section below.

61

61

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemThe
7. Management’s Discussionour
table below summarizes and Analysis contractual
aggregate of Financialobligations
Condition and
as ofResults of Operations
December (Continued)
31, 2022 (in millions):
Payments Due by Period
The table below summarizes our aggregate contractual obligations as of December 31, 2022 (in millions):
2023 2024 - 2025 2026 - 2027 Thereafter Total
Payments Due by Period
Company excluding Ford Credit
2023 2024 - 2025 2026 - 2027 Thereafter Total
On-balance sheet
Company excluding Ford Credit
Long-term debt (a) $ 286 $ 964 $ 4,899 $ 13,220 $ 19,369
On-balance sheet
Interest payments relating to long-term debt (b) 951 1,873 1,655 10,255 14,734
Long-term debt (a) $ 286 $ 964 $ 4,899 $ 13,220 $ 19,369
Finance leases (c) 107 159 99 348 713
Interest payments relating to long-term debt (b) 951 1,873 1,655 10,255 14,734
Operating leases (d) 439 580 294 307 1,620
Finance leases (c) 107 159 99 348 713
Pension funding (e) 162 345 357 — 864
Operating leases (d) 439 580 294 307 1,620
Off-balance sheet
Pension funding (e) 162 345 357 — 864
Purchase obligations (f) 2,089 1,746 727 119 4,681
Off-balance sheet
Total Company excluding Ford Credit 4,034 5,667 8,031 24,249 41,981
Purchase obligations (f) 2,089 1,746 727 119 4,681
Ford Credit
Total Company excluding Ford Credit 4,034 5,667 8,031 24,249 41,981
On-balance sheet
Ford Credit
Long-term debt (a) 29,819 48,942 15,990 6,528 101,279
On-balance sheet
Interest payments relating to long-term debt (b) 3,394 3,660 1,325 530 8,909
Long-term debt (a) 29,819 48,942 15,990 6,528 101,279
Operating leases 13 23 16 2 54
Interest payments relating to long-term debt (b) 3,394 3,660 1,325 530 8,909
Off-balance sheet
Operating leases 13 23 16 2 54
Purchase obligations 37 22 2 — 61
Off-balance sheet
Total Ford Credit 33,263 52,647 17,333 7,060 110,303
Purchase obligations 37 22 2 — 61
Total Company $ 37,297 $ 58,314 $ 25,364 $ 31,309 $ 152,284
Total Ford Credit 33,263 52,647 17,333 7,060 110,303
__________
(a) Total Company
Excludes unamortized debt discounts/premiums, unamortized $ 37,297 $
debt issuance 58,314
costs, and fair$value adjustments.
25,364 $ 31,309 $ 152,284
(b) Long-term
__________ debt may have fixed or variable interest rates. For long-term debt with variable-rate interest, we estimate the future interest payments
(a) based on unamortized
Excludes projected marketdebt interest rates for various
discounts/premiums, floating-rate
unamortized benchmarks
debt received
issuance costs, andfrom third parties.
fair value adjustments.
(c)
(b) Includes
Long-term interest payments
debt may of $139
have fixed million. interest rates. For long-term debt with variable-rate interest, we estimate the future interest payments
or variable
(d) Excludes
based on approximately
projected market $300 million
interest in future
rates lease payments
for various floating-rateforbenchmarks
various operating leases
received fromcommencing
third parties.in a future period.
(e)
(c) Amounts represent
Includes interest our estimate
payments of contractually
of $139 million. obligated contributions to the Ford-Werke plan. See Note 17 of the Notes to the Financial
(d) Statements for further information
Excludes approximately $300 millionregarding
in futureour expected
lease payments2022for pension
variouscontributions and funded
operating leases status.in a future period.
commencing
(f)
(e) Purchase obligations
Amounts represent under
our existing
estimate offtake agreements
of contractually obligated forcontributions
scarce raw materials are not included
to the Ford-Werke in the
plan. See table
Note 17above. As of to
of the Notes December 31, 2022, our
the Financial
forecasted
Statementsexpenditures for the maximum
for further information regarding quantity that may
our expected be purchased
2022 under theseand
pension contributions offtake agreements,
funded status. which are subject to satisfaction of the
(f) conditions in the agreements,
Purchase obligations total about
under existing $2.4
offtake billion through
agreements 2029 based
for scarce on our present
raw materials pricing forecast;
are not included however,
in the table above.ourAsforecasted prices
of December 31,could
2022, our
fluctuate
forecastedsignificantly
expendituresfromforperiod to period,quantity
the maximum which would result
that may be in volatility in
purchased the estimate
under of ouragreements,
these offtake overall obligation. In addition,
which are subject towesatisfaction
plan to continue
of the
to enter into
conditions inofftake agreements
the agreements, with
total raw $2.4
about material suppliers,
billion throughthe2029costs under
based on which we expect
our present pricingto forecast;
be significant.
however, our forecasted prices could
fluctuate significantly from period to period, which would result in volatility in the estimate of our overall obligation. In addition, we plan to continue
to
We enter intotoofftake
plan agreements
utilize our liquiditywith raw
(as material
described suppliers,
above)the costs undercash
and our whichflows
we expect
fromtobusiness
be significant.
operations to fund our material
cash requirements.
We plan to utilize our liquidity (as described above) and our cash flows from business operations to fund our material
cashChanges
requirements.
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,
Changesand
depreciation in Company Cash. In managing
tooling amortization, changesour business,
in working we classify
capital, changes
Ford Credit in Company
distributions, cash on
interest intodebt,
operating and
cash taxes,
non-operating
and items.
all other and Operating
timing items
differences include:timing
(including Company adjusted
differences EBIT excluding
between Ford Credit
accrual-based EBT,associated
EBIT and capital spending,
cash flows).
depreciation and
Non-operating tooling
items amortization,
include: changes(including
global redesign in working capital, Ford
separation Credit distributions,
payments), interest ondebt
changes in Company debt, cash taxes,
excluding Ford
and all contributions
Credit, other and timing differences
to funded (including
pension timing differences
plans, shareholder betweenand
distributions, accrual-based EBIT and associated
other items (including cash flows).
gains and losses on
Non-operating
investments in items
equityinclude: global
securities, redesignand
acquisitions (including separation
divestitures, equitypayments), changes
investments, in Company
and other debtwith
transactions excluding
Ford Ford
Credit, contributions to funded pension plans, shareholder distributions, and other items (including gains and losses on
Credit).
investments in equity securities, acquisitions and divestitures, equity investments, and other transactions with Ford
Credit).

62

62

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemWith
7. Management’s
respect to “Changes Discussion and Analysis
in working capital,”ofinFinancial Condition
general we and Results
carry relatively of Operations
low Automotive (Continued)
segment trade receivables
compared with our trade payables because the majority of our Automotive wholesales are financed (primarily by Ford
With
Credit) respect to “Changes
immediately in working
upon the sale capital,”
of vehicles in general
to dealers, we generally
which carry relatively
occurslow Automotive
shortly after beingsegment trade receivables
produced. In contrast,
compared
our Automotive trade payables are based primarily on industry-standard production supplier payment terms ofby
with our trade payables because the majority of our Automotive wholesales are financed (primarily Ford
about
Credit)
45 days. As a result, our cash flow deteriorates if wholesale volumes (and the corresponding revenue) decrease contrast,
immediately upon the sale of vehicles to dealers, which generally occurs shortly after being produced. In while
our Automotive
trade trade payables
payables continue are based
to become primarily on our
due. Conversely, industry-standard production
cash flow improves supplier
if wholesale payment
volumes terms
(and the of about
45 days. As a result,
corresponding revenue) ourincrease
cash flow deteriorates
while new trade if wholesale
payables arevolumes (andnot
generally thedue
corresponding
for about 45revenue)
days. For decrease
example, while
the
trade payables continue to become due. Conversely, our cash flow improves if wholesale
suspension of production at most of our assembly plants and lower industry volumes due to COVID-19 in early 2020 volumes (and the
corresponding revenue)
resulted in an initial increase of
deterioration while
our new
cashtrade
flow, payables are generallyresumption
while the subsequent not due forofabout 45 days. For
manufacturing example,
operations the
and
suspension of production at most of our assembly plants and lower industry volumes due to
return to pre-COVID-19 production levels at most of our assembly plants resulted in a subsequent improvement of our COVID-19 in early 2020
resulted
cash flow. in an
Eveninitial deterioration
in normal economicof our cash flow,however,
conditions, while thethese
subsequent
workingresumption of manufacturing
capital balances generally are operations
subject toand
return
seasonal changes that can impact cash flow. For example, we typically experience cash flow timing differences of our
to pre-COVID-19 production levels at most of our assembly plants resulted in a subsequent improvement
cash flow. Even
associated in normal economic
with inventories and payables conditions,
due to however,
our annualthese
summerworking
and capital
December balances generally
shutdown periodsarewhen
subject to
production,
seasonal changes that can impact cash flow. For example, we typically experience cash flow
and therefore inventories and wholesale volumes, are usually at their lowest levels, while payables continue to come duetiming differences
associated
and be paid.with The inventories
net impactand payables
of this dueresults
typically to ourinannual summer from
cash outflows and December
changes inshutdown
our working periods
capital when production,
balances during
and therefore inventories
these shutdown periods. 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
Ourshutdown
finished periods.
product inventory at December 31, 2022 was higher year over year due to production and release
scheduling, which resulted in higher sales inventory, in-transit inventory, and units awaiting upfit.
Our finished product inventory at December 31, 2022 was higher year over year due to production and release
scheduling, which
In response to,resulted in higher sales
or in anticipation inventory,
of, supplier in-transitwe
disruptions, inventory, and units
may stockpile awaiting
certain upfit. or raw materials to
components
help prevent disruption in our production of vehicles. Such actions could have a short-term adverse impact on our cash
and In response
increase ourto, or in anticipation
inventory. Moreover, of,insupplier
order todisruptions, we may
secure critical stockpile
materials certain components
for production of electric or raw materials
vehicles, we have to
help prevent
entered disruption
into and plan toincontinue
our production
to enterofinto
vehicles. Such actionswith
offtake agreements could rawhave a short-term
material suppliersadverse
and makeimpact on our cash
investments in
and increase
certain our inventory.
raw material Moreover,
and battery in order
suppliers, to secure
including critical materials
contributing up to $6.6for production
billion of electric
in capital vehicles,
to BlueOval we have
SK, LLC over a
entered into
five-year andending
period plan toincontinue to enter
2026. Such into offtakewhich
investments, agreements
are partwith
of ourrawplan
material suppliers
to invest over $50andbillion
makeininvestments in
electric vehicles
certain raw
through material
2026, could and
havebattery suppliers,
an additional including
adverse contributing
impact on our cashup to
in $6.6 billion in capital to BlueOval SK, LLC over a
the near-term.
five-year period ending in 2026. Such investments, which are part of our plan to invest over $50 billion in electric vehicles
through
The 2026,
terms could
of the have anagreements
offtake additional adverse
we have impact on into,
entered our cash in the we
and those near-term.
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
The
by the terms of theover
counterparty offtake agreements
an agreed upon we have
period ofentered into,
time. The and those
purchase we mechanism
price may enter into in the in
included future, vary by
the offtake
transaction, though they generally obligate us to purchase a certain percentage or minimum amount
agreement is typically based on the market price of the material at the time of delivery. The terms also may include of output produced
by the counterparty over an agreed upon period of time. The purchase price mechanism included in the
conditions to our obligation to purchase the materials, such as quality or minimum output. Subject to satisfaction of those offtake
agreement is typically
conditions, we based onto
will be obligated the market price
purchase of the material
the materials at thedetermined
at the cost time of delivery.
by the The termsprice
purchase also may include
mechanism.
conditions to our obligation to purchase the materials, such as quality or minimum output. Subject
Based on the offtake agreements we have entered into thus far, the earliest date by which we could be obligated to to satisfaction of those
conditions, we will be obligated to purchase the materials at the cost determined
purchase any output, subject to satisfaction of the applicable conditions, will be in 2024. by the purchase price mechanism.
Based on the offtake agreements we have entered into thus far, the earliest date by which we could be obligated to
purchase any institutions
Financial output, subject to satisfaction
participate of the
in a supply applicable
chain finance conditions, will bethat
(“SCF”) program in 2024.
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
Financial institutions
non-recourse participate
basis in order in aearlier
to be paid supply chain
than ourfinance
payment (“SCF”)
terms program
provide. that
Ourenables ourvoluntary
suppliers’ suppliers, at their of
inclusion sole
discretion, to sell their Ford receivables (i.e., our payment obligations to the suppliers) to the financial
invoices in the SCF program has no bearing on our payment terms, the amounts we pay, or our liquidity. We have no institutions on a
non-recourse basis in order to be paid earlier than our payment terms provide. Our suppliers’ voluntary
economic interest in a supplier’s decision to participate in the SCF program, and we have no direct financial relationship inclusion of
invoices in thefinancial
with the SCF SCF program has noMoreover,
institutions. bearing on weourdopayment
not provideterms,
any the amountsin
guarantees we pay, or ourwith
connection liquidity.
the SCF Weprogram.
have no As
economic interest in a supplier’s decision to participate in the SCF program, and we have no direct
of December 31, 2022, the outstanding amount of Ford receivables that suppliers elected to sell to the SCF financial financial relationship
with the SCF
institutions financial
was institutions.
$253 million. Moreover,
The amount we do
settled not provide
through the SCF anyprogram
guarantees in connection
during 2022 was $1.4 withbillion.
the SCF program. As
of December 31, 2022, the outstanding amount of Ford receivables that suppliers elected to sell to the SCF financial
institutions was $253 million. The amount settled through the SCF program during 2022 was $1.4 billion.

63

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemChanges
7. Management’s Discussion
in Company and Analysis
cash excluding of Financial
Ford Credit Condition below
are summarized and Results of Operations (Continued)
(in billions):
December 31, December 31, December 31,
Changes in Company cash excluding Ford Credit are summarized below (in billions):
2020 2021 2022
Company Excluding Ford Credit December 31, December 31, December 31,
2020 2021 2022
Company Adjusted EBIT excluding Ford Credit (a) $ (0.1) $ 5.3 $ 7.8
Company Excluding Ford Credit
Company Adjusted EBIT excluding Ford Credit (a) $ (0.1) $ 5.3 $ 7.8
Capital spending $ (5.7) $ (6.2) $ (6.5)
Depreciation and tooling amortization 5.3 5.1 5.2
Capital spending $ (5.7) $ (6.2) $ (6.5)
Net spending $ (0.4) $ (1.1) $ (1.3)
Depreciation and tooling amortization 5.3 5.1 5.2
Net spending $ (0.4) $ (1.1) $ (1.3)
Receivables $ 0.4 $ (0.2) $ (1.0)
Inventory 0.3 (1.8) (2.5)
Receivables $ 0.4 $ (0.2) $ (1.0)
Trade Payables 1.3 0.3 3.7
Inventory 0.3 (1.8) (2.5)
Changes in working capital $ 2.0 $ (1.7) $ 0.2
Trade Payables 1.3 0.3 3.7
Changes in working capital $ 2.0 $ (1.7) $ 0.2
Ford Credit distributions $ 3.3 $ 7.5 $ 2.1
Interest on debt and cash taxes (1.8) (2.3) (1.7)
Ford Credit distributions $ 3.3 $ 7.5 $ 2.1
All other and timing differences (1.7) (3.1) 1.9
Interest on debt and cash taxes (1.8) (2.3) (1.7)
Company adjusted free cash flow (a) $ 1.3 $ 4.6 $ 9.1
All other and timing differences (1.7) (3.1) 1.9
Company adjusted free cash flow (a) $ 1.3 $ 4.6 $ 9.1
Global Redesign (including separations) $ (0.5) $ (1.9) $ (0.4)
Changes in debt 8.4 (3.7) (0.4)
Global Redesign (including separations) $ (0.5) $ (1.9) $ (0.4)
Funded pension contributions (0.6) (0.8) (0.6)
Changes in debt 8.4 (3.7) (0.4)
Shareholder distributions (0.6) (0.4) (2.5)
Funded pension contributions (0.6) (0.8) (0.6)
All other (b) 0.5 7.9 (9.5)
Shareholder distributions (0.6) (0.4) (2.5)
Change in cash $ 8.5 $ 5.7 $ (4.3)
All other (b) 0.5 7.9 (9.5)
__________
(a)Change in cash Financial Measure Reconciliations section for reconciliation to GAAP.
See Non-GAAP $ 8.5 $ 5.7 $ (4.3)
(b) 2021
__________ includes our investment in Rivian of $10.6 billion and cash premium paid of $(1.6) billion associated with repurchasing and redeeming
$7.6 Non-GAAP
(a) See billion of higher-coupon debt. 2022
Financial Measure includes a section
Reconciliations $7.4 billion loss on our Rivian
for reconciliation investment.
to GAAP.
Note:
(b) 2021Numbers
includesmayour
notinvestment
sum due to
inrounding.
Rivian of $10.6 billion and cash premium paid of $(1.6) billion associated with repurchasing and redeeming
$7.6 billion of higher-coupon debt. 2022 includes a $7.4 billion loss on our Rivian investment.
Note:Our full year
Numbers may 2022
not sumNet
duecash provided by/(used in) operating activities was positive $6.9 billion, a decrease of
to rounding.
$8.9 billion from a year ago (see page 79 for additional information). The year-over-year decrease was driven by a
Our full
decrease in year
Ford2022
CreditNet cash provided
operating by/(used
cash flow in)offset
partially operating was positive
activitiestiming
by favorable $6.9 billion,
differences. Company a decrease
adjustedoffree cash
$8.9 billion from a year ago (see page 79 for additional information). The year-over-year
flow was $9.1 billion, $4.5 billion higher than a year ago, driven by higher Company adjusted EBIT excluding decrease was drivenFord
by aCredit,
decrease in Ford
timing benefits, Credit operating
improvement cash flow
in working partially
capital, offset interest
and lower by favorable timing
expense, differences.
offset Company
partially by adjusted
lower Ford Creditfree cash
flow was $9.1
distributions. billion, $4.5 billion higher than a year ago, driven by higher Company adjusted EBIT excluding Ford Credit,
timing benefits, improvement in working capital, and lower interest expense, offset partially by lower Ford Credit
distributions.
Capital spending was $6.5 billion in 2022, $0.3 billion higher than a year ago, and is expected to be in the range of
$8 billion to $9 billion in 2023.
Capital spending was $6.5 billion in 2022, $0.3 billion higher than a year ago, and is expected to be in the range of
$8 billion to $9
The full billion
year 2022inworking
2023. capital impact was $0.2 billion positive, driven by higher payables. All other and timing
differences were positive $1.9 billion. Timing differences include differences between accrual-based EBIT and the
The fullcash
associated year flows
2022 (e.g.,
working capitaland
pension impact
OPEB was $0.2 billion
income positive,
or expense; driven by higher
compensation payables.
payments; All other
marketing and timing
incentive and
differences were positive $1.9
warranty payments to dealers). 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).
Shareholder distributions (including dividends and anti-dilutive share repurchases) were $2.5 billion in 2022. On
February 2, 2023, we declared a regular dividend of $0.15 per share and a supplemental dividend of $0.65 per share.
Shareholder distributions (including dividends and anti-dilutive share repurchases) were $2.5 billion in 2022. On
February 2, 2023, we
We previously declaredour
announced a regular dividend
plan for of $0.15
the global per of
redesign share
our and a supplemental
business, dividend
pursuant to of $0.65
which we per share.
are working to turn
around automotive operations, compete like a challenger, and capitalize on our strengths by allocating more capital, more
We previously
resources, and more announced ourstrongest
talent to our plan for the global redesign
businesses of ourfranchises.
and vehicle business, pursuant
The cashtoeffect
whichrelated
we aretoworking to turn
our global
around automotive operations, compete like a challenger, and
redesign activities was $3.9 billion through December 31, 2022. capitalize on our strengths by allocating more capital, more
resources, and more talent to our strongest businesses and vehicle franchises. The cash effect related to our global
redesign activities was $3.9 billion through December 31, 2022.

64

64

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemAvailable
7. Management’s
Credit Lines. Discussion and Analysis
Total Company of Financial
committed credit Condition and Results
lines, excluding of Operations
Ford Credit, (Continued)
at December 31, 2022 were
$19.3 billion, consisting of $13.5 billion of our corporate credit facility, $2.0 billion of our supplemental revolving credit
Available
facility, Credit of
$1.75 billion Lines. Total Company
our 364-day revolvingcommitted credit
credit facility, andlines,
$2.1excluding Ford credit
billion of local Credit,facilities.
at December 31, 202231,
At December were2022,
$19.3 billion, consisting of $13.5 billion of our corporate credit facility, $2.0 billion of our supplemental
the utilized portion of the corporate credit facility was $19 million, representing amounts utilized for letters of credit, and revolving credit
facility, $1.75 billion
the full $1.75 billion of
of our
our 364-day
364-day revolving
revolving credit
credit facility
facility, was
and utilized
$2.1 billion of local
by Ford credit
Credit, facilities.
in its capacityAtas
December 31, 2022,
a subsidiary
the
borrower under that facility. In addition, $1.7 billion of committed Company credit lines, excluding Ford Credit, was and
utilized portion of the corporate credit facility was $19 million, representing amounts utilized for letters of credit, utilized
the
underfulllocal
$1.75 billion
credit of our 364-day
facilities revolving
for our affiliates ascredit facility was
of December 31, utilized
2022. As by of
Ford Credit,25,
January in 2023,
its capacity as a subsidiary
Ford Credit had repaid the
borrower
full $1.75 under
billion that facility. In
outstanding addition,
under $1.7 billion
the 364-day of committed
revolving Company credit lines, excluding Ford Credit, was utilized
credit facility.
under local credit facilities for our affiliates as of December 31, 2022. As of January 25, 2023, Ford Credit had repaid the
full $1.75
Lenders billion
underoutstanding undercredit
our corporate the 364-day revolving
facility have credit facility.
$3.4 billion of commitments maturing on June 23, 2025 and
$10.1 billion of commitments maturing on June 23, 2027. Lenders under our supplemental revolving credit facility have
$0.1Lenders
billion ofunder our corporate
commitments credit
maturing onfacility have $3.4
September billionand
29, 2024 of commitments
$1.9 billion of maturing on June
commitments 23, 2025
maturing and 23, 2025.
on June
$10.1 billion
Lenders of commitments
under maturingcredit
our 364-day revolving on June 23, have
facility 2027.$1.75
Lenders under
billion our supplemental
of commitments revolving
maturing on Junecredit
22, facility
2023. have
$0.1 billion of commitments maturing on September 29, 2024 and $1.9 billion of commitments maturing on June 23, 2025.
Lenders under our 364-day
The corporate, revolving
supplemental, andcredit facility
364-day have
credit $1.75 billion
agreements of commitments
include maturing on June
certain sustainability-linked 22, 2023.
targets, pursuant to
which the applicable margin and facility fees may be adjusted if Ford achieves, or fails to achieve, the specified targets
Thetocorporate,
related supplemental,
global manufacturing and 364-day
facility greenhousecredit agreements
gas emissions,include certain
renewable sustainability-linked
electricity consumption, targets,
and Fordpursuant
Europe to
which the applicable margin and facility fees may be adjusted if Ford achieves, or fails to achieve, the specified
CO2 tailpipe emissions. Ford outperformed the 2021 targets for all three of the sustainability-linked metrics, which targets
related
impactedto pricing
global manufacturing
beginning in the facility
fourthgreenhouse gas emissions, renewable electricity consumption, and Ford Europe
quarter of 2022.
CO2 tailpipe emissions. Ford outperformed the 2021 targets for all three of the sustainability-linked metrics, which
impacted pricing beginning
The corporate in the
credit facility is fourth quarter
unsecured and offree
2022.
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
The corporate
requirements), andcredit
creditfacility
rating is unsecured
triggers and free
that could limitofour
material
ability adverse
to obtainchange
fundingconditions to borrowing,
or trigger early repayment. restrictive
The
financial covenants (for example, interest or fixed-charge coverage ratio, debt-to-equity ratio, and
corporate credit facility contains a liquidity covenant that requires us to maintain a minimum of $4 billion in aggregate minimum net worth of
requirements),
domestic cash, and cashcredit rating triggers
equivalents, that could
and loaned limit our ability
and marketable to obtain
securities funding
and/or or trigger
availability earlythe
under repayment. The
corporate credit
corporate credit facility contains a liquidity covenant that requires us to maintain a minimum of $4
facility, supplemental revolving credit facility, and 364-day revolving credit facility. The terms and conditions of the billion in aggregate of
domestic cash, cash equivalents, and loaned and marketable securities and/or availability under the
supplemental and 364-day revolving credit facilities are consistent with our corporate credit facility. Ford Credit has been corporate credit
facility,
designatedsupplemental revolving
as a subsidiary credit under
borrower facility,the
and 364-day credit
corporate revolving credit
facility andfacility. The terms
the 364-day and conditions
revolving of the
credit facility.
supplemental and 364-day revolving credit facilities are consistent with our corporate credit facility. Ford Credit has been
designated
Each ofas thea corporate
subsidiarycredit
borrower under
facility, the corporate
supplemental credit facility
revolving and theand
credit facility, 364-day
364-dayrevolving
revolving credit facility.
credit facility include a
covenant that requires us to provide guarantees from certain of our subsidiaries in the event that our senior, unsecured,
Each of
long-term thedoes
debt corporate credit facility,
not maintain at leastsupplemental
two investmentrevolving
grade credit
ratingsfacility, and 364-day
from Fitch, Moody’s, revolving
and S&P.credit
Thefacility include a
following
covenant that requires us to provide guarantees from certain of our subsidiaries in the event that our senior,
subsidiaries have provided unsecured guarantees to the lenders under the credit facilities: Ford Component Sales, LLC; unsecured,
long-term debt does
Ford European not maintain
Holdings Inc.; FordatGlobal
least two investment LLC;
Technologies, gradeFord
ratings from Fitch,
Holdings Moody’s,
LLC (the parentand S&P. The
company following
of Ford Credit);
subsidiaries
Ford International Capital LLC; Ford Mexico Holdings LLC; Ford Motor Service Company; Ford Next LLC; andSales,
have provided unsecured guarantees to the lenders under the credit facilities: Ford Component Ford LLC;
Ford European
Trading Company, Holdings
LLC. 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; and Ford
Trading Company,
Debt. As shown LLC.
in Note 19 of the Notes to the Financial Statements, at December 31, 2022, Company debt excluding
Ford Credit was $19.9 billion. This balance is $400 million lower than at December 31, 2021, primarily reflecting the
Debt. As
repayment shown
in full in Note
of our 19 of the
$1.5 billion Notesdraw
delayed to the Financial
term Statements,
loan facility, at December
repayment 31, 2022,
of the remaining Company
$953 million debt
underexcluding
our
Ford Credit
Loan was $19.9
Arrangement andbillion. This balance
Reimbursement is $400 with
Agreement million
thelower
U.S. than at December
Department 31, 2021,
of Energy, a $1.1primarily reflecting the
billion redemption of
repayment
higher in full
coupon of our
debt, and$1.5 billion delayed
scheduled draw
maturities, term loan
partially facility,
offset by the repayment of the
£750 million remaining
($903 $953
million as million under
of December 31,our
2022)
Loan on
draw Arrangement and Reimbursement
our U.K. Export Finance term loanAgreement with the
credit facility andU.S. Department
the issuance of Energy,
of our a $1.1
$1.8 billion billion
green redemption
bond and $600 ofmillion
higherbond.
retail coupon debt, and scheduled maturities, partially offset by the £750 million ($903 million as of December 31, 2022)
draw on our U.K. Export Finance term loan credit facility and the issuance of our $1.8 billion green bond and $600 million
retailLeverage.
bond. 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
Leverage.
Company We manage
debt (excluding Company
Ford Credit),debt (excludingpension
underfunded Ford Credit) levels
liabilities, with a leverage
operating framework
leases, and that targets divided
other adjustments,
investment
by Company adjusted EBIT (excluding Ford Credit EBT), and further adjusted to exclude depreciation ratio
grade credit ratings through a normal business cycle. The leverage framework includes a of total
and tooling
Company debt (excluding Ford Credit),
amortization (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’s leverageFord
is Credit).
calculated as a separate business as described in the “Liquidity - Ford Credit Segment”
section of Item 7. Ford Credit is self-funding and its debt, which is used to fund its operations, is separate from our
Ford Credit’s
Company leverageFord
debt excluding is calculated
Credit. as a separate business as described in the “Liquidity - Ford Credit Segment”
section of Item 7. Ford Credit is self-funding and its debt, which is used to fund its operations, is separate from our
Company debt excluding Ford Credit.

65

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7.
Ford Management’s
Credit Segment Discussion and Analysis of Financial Condition and Results of Operations (Continued)

FordFord
Credit Segment
Credit ended 2022 with $21 billion of liquidity. During the year, Ford Credit completed $16 billion of public term
funding.
Ford Credit ended 2022 with $21 billion of liquidity. During the year, Ford Credit completed $16 billion of public term
funding.
Key elements of Ford Credit’s funding strategy include:

Key elementsstrong
• Maintain of Ford Credit’s
liquidity funding
and strategy
funding include:
diversity
• Prudently access public markets
•• Maintain
Continue strong
growthliquidity
of retailand funding
deposits diversity
in Europe
•• Prudently access public markets
Flexibility to increase ABS mix as needed; preserving assets and committed capacity
•• Continue growthstatement
Target financial of retail deposits
leverageinofEurope
9:1 to 10:1
•• Flexibility to increase ABS
Maintain self-liquidating balancemix assheet
needed; preserving assets and committed capacity
• Target financial statement leverage of 9:1 to 10:1
• Maintain
Ford Credit’s self-liquidating
liquidity profile balance
continuessheet
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
Ford to
continue Credit’s liquidity
meet its profile
financial continues
obligations to be diverse,
through economic robust, and focused on maintaining liquidity levels that meet its
cycles.
business and funding requirements. Ford Credit regularly stress tests its balance sheet and liquidity to ensure that it can
continue to meet
Funding its financial
Sources. obligations
Ford Credit’s through
funding economic
sources cycles.
include primarily unsecured debt and securitization transactions
(including other structured financings). Ford Credit issues both short-term and long-term debt that is held by both
Fundingand
institutional Sources. Ford Credit’s
retail investors, with funding
long-termsources includeanprimarily
debt having original unsecured
maturity of debt
moreandthansecuritization
12 months. transactions
Ford Credit
(including
sponsors aother structured
number financings).
of securitization Ford Credit
programs issues
that can both short-term
be structured and long-term
to provide debt that
both short-term andislong-term
held by both
funding
institutional and retailinvestors
through institutional investors, with
and long-term
other financialdebt having an
institutions in original maturity
the United Statesofand
more than 12 months.
international capital Ford Credit
markets.
sponsors a number of securitization programs that can be structured to provide both short-term and long-term funding
through
Fordinstitutional investors
Credit obtains and other
unsecured financial
funding institutions
from the in the United
sale of demand notesStates
under and international
its Ford capital markets.
Interest Advantage program and
through the retail deposit programs at FCE Bank plc (“FCE”) and Ford Bank GmbH (“Ford Bank”). At December 31, 2022,
Ford Credit
the principal obtains
amount unsecured
outstanding offunding from the
Ford Interest sale of demand
Advantage notes may
notes, which under beits Ford Interest
redeemed Advantage
at any program
time at the and
option of
through the retail deposit programs at FCE Bank plc (“FCE”) and Ford Bank GmbH (“Ford Bank”). At December
the holders thereof without restriction, and FCE and Ford Bank deposits was $14.3 billion. Ford Credit maintains multiple 31, 2022,
the principal
sources amount
of readily outstanding
available of Ford
liquidity Interest
to fund Advantage
the payment of itsnotes, which short-term
unsecured may be redeemed at any time at the option of
debt obligations.
the holders thereof without restriction, and FCE and Ford Bank deposits was $14.3 billion. Ford Credit maintains multiple
sources
The of readily table
following available
showsliquidity
fundingto fund the Credit’s
for Ford paymentnet of its unsecured
receivables (inshort-term
billions): debt obligations.
December 31, December 31, December 31,
The following table shows funding for Ford Credit’s net receivables (in billions):2020 2021 2022
Funding Structure December 31, December 31, December 31,
2020 2021 2022
Term unsecured debt $ 73.3 $ 59.4 $ 48.3
Funding Structure
Term asset-backed securities 54.6 45.4 56.4
Term unsecured debt $ 73.3 $ 59.4 $ 48.3
Ford Interest Advantage / Retail Deposits 9.8 12.9 14.3
Term asset-backed securities 54.6 45.4 56.4
Other (3.1) (0.2) 2.6
Ford Interest Advantage / Retail Deposits 9.8 12.9 14.3
Equity 15.6 12.4 11.9
Other (3.1) (0.2) 2.6
Adjustments for cash (18.5) (12.4) (11.2)
Equity 15.6 12.4 11.9
Total Net Receivables $ 131.7 $ 117.5 $ 122.3
Adjustments for cash (18.5) (12.4) (11.2)
Total Net Receivables $ 131.7 $ 117.5 $ 122.3
Securitized Funding as Percent of Total Debt 39.6% 38.5% 47.4%

Securitized Funding as Percent of Total Debt 39.6% 38.5% 47.4%


Net receivables of $122.3 billion at December 31, 2022 were funded primarily with term debt and term asset-backed
securities. Securitized funding as a percent of total debt was 47.4%.
Net receivables of $122.3 billion at December 31, 2022 were funded primarily with term debt and term asset-backed
securities. Securitized funding as a percent of total debt was 47.4%.

66

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemPublic
7. Management’s
Term FundingDiscussion
Plan. Theand Analysis
following of Financial
table shows FordCondition
Credit’sand Resultsfor
issuances of full
Operations (Continued)
year 2020, 2021, and 2022, and
planned issuances for full year 2023, excluding short-term funding programs (in billions):
Public Term Funding Plan. The following table shows Ford Credit’s issuances for full year 2020, 2021, and 2022, and
2020 2021 2022 2023
planned issuances for full year 2023, excluding short-term fundingActual
programs (in billions):
Actual Actual Forecast
2020 2021 2022 2023
Actual Actual Actual Forecast
Unsecured $ 14 $ 5 $ 6 $ 10 - 13
Securitizations 13 9 10 10 - 13
Unsecured $ 14 $ 5 $ 6 $ 10 - 13
Total public $ 27 $ 14 $ 16 $ 20 - 26
Securitizations 13 9 10 10 - 13
Total public $ 27 $ 14 $ 16 $ 20 - 26
In 2022, Ford Credit completed $16 billion of public term funding. For 2023, Ford Credit projects full year public term
funding in the range of $20 billion to $26 billion. Through February 1, 2023, Ford Credit has completed $5 billion of public
termInissuances.
2022, Ford Credit completed $16 billion of public term funding. For 2023, Ford Credit projects full year public term
funding in the range of $20 billion to $26 billion. Through February 1, 2023, Ford Credit has completed $5 billion of public
termLiquidity.
issuances.
The following table shows Ford Credit’s liquidity sources and utilization (in billions):
December 31, December 31, December 31,
Liquidity. The following table shows Ford Credit’s liquidity sources and utilization
2020(in billions): 2021 2022
Liquidity Sources (a) December 31, December 31, December 31,
2020 2021 2022
Cash $ 18.5 $ 12.4 $ 11.2
Liquidity Sources (a)
Committed asset-backed facilities 38.1 37.1 37.4
Cash $ 18.5 $ 12.4 $ 11.2
Other unsecured credit facilities 2.5 2.7 2.3
Committed asset-backed facilities 38.1 37.1 37.4
Total liquidity sources $ 59.1 $ 52.2 $ 50.9
Other unsecured credit facilities 2.5 2.7 2.3
Total liquidity sources $ 59.1 $ 52.2 $ 50.9
Utilization of Liquidity (a)
Securitization cash and restricted cash $ (3.9) $ (3.9) $ (2.9)
Utilization of Liquidity (a)
Committed asset-backed facilities (16.7) (12.5) (26.6)
Securitization cash and restricted cash $ (3.9) $ (3.9) $ (2.9)
Other unsecured credit facilities (0.5) (1.0) (0.8)
Committed asset-backed facilities (16.7) (12.5) (26.6)
Total utilization of liquidity $ (21.1) $ (17.4) $ (30.3)
Other unsecured credit facilities (0.5) (1.0) (0.8)
Total utilization of liquidity $ (21.1) $ (17.4) $ (30.3)
Gross liquidity $ 38.0 $ 34.8 $ 20.6
Asset-backed capacity in excess of eligible receivables and other adjustments (2.6) (2.8) 0.4
Gross liquidity $ 38.0 $ 34.8 $ 20.6
Net liquidity available for use $ 35.4 $ 32.0 $ 21.0
Asset-backed capacity in excess of eligible receivables and other adjustments (2.6) (2.8) 0.4
__________
(a) Net
Seeliquidity available
Definitions for use
and Information Regarding Ford Credit Causal Factors section. $ 35.4 $ 32.0 $ 21.0
__________
(a) Ford
See Definitions
Credit’sand netInformation Regarding Ford
liquidity available Credit
for use Causal
will section.
Factorsquarterly
fluctuate based on factors including near-term debt maturities,
receivable growth and decline, and timing of funding transactions. At December 31, 2022, Ford Credit’s net liquidity
Ford Credit’s
available net liquidity
for use was available
$21 billion, for use
$11 billion will than
lower fluctuate quarterly
year-end 2021.based
Fordon factorsnet
Credit’s including
liquiditynear-term debt maturities,
remains robust and
receivable
aligns with growth and decline,
lower near-term and timing
refinancing of fundingFord
obligations. transactions. At December
Credit’s sources 31, 2022,
of liquidity include Ford Credit’s
cash, net liquidity
committed asset-
available for use was
backed facilities, $21 billion, credit
and unsecured $11 billion lowerAtthan
facilities. year-end
December 31,2021.
2022,Ford
FordCredit’s
Credit’snet liquidity
liquidity remains
sources robust and
totaled
aligns with lower near-term refinancing obligations. Ford Credit’s sources of liquidity include cash, committed
$50.9 billion, down $1.3 billion from year-end 2021. Ford Credit continues to be well capitalized with a strong balance asset-
backed
sheet. facilities, and unsecured credit facilities. At December 31, 2022, Ford Credit’s liquidity sources totaled
$50.9 billion, down $1.3 billion from year-end 2021. Ford Credit continues to be well capitalized with a strong balance
sheet.
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
Material
vehicles; andCash repayments Ford
Requirements.
(2) debt Credit’s material
(for additional cashon
information requirements
debt, see theinclude:
“Balance (1)Sheet
the purchase
Liquidity of retail financing
Profile” section
and operating lease contracts from dealers and providing wholesale financing for dealers to finance
below, the “Material Cash Requirements” section in “Liquidity and Capital Resources - Company excluding Ford new and used Credit”
vehicles;
above, andand (2) debt
Note 19 ofrepayments
the Notes to(for theadditional
Financial information
Statements). onIndebt, see the
addition, “Balance
subject Sheet Liquidity
to approval by Ford Profile”
Credit’ssection
Board of
below, the shareholder
Directors, “Material Cash Requirements”
distributions sectionthe
may require in “Liquidity
expenditureandofCapital Resources
a material amount-of Company excludingFord
cash. Moreover, FordCredit
Credit”
may
above, and Note 19 of the Notes to the Financial Statements). In addition, subject to approval by Ford Credit’s
be subject to additional material cash requirements that are contingent upon the occurrence of certain events, e.g., legal Board of
Directors, shareholder distributions may require the
contingencies, uncertain tax positions, and other matters. 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,
Ford Credituncertain tax positions,
plans to utilize and(as
its liquidity other matters.above) and its cash flows from business operations to fund its
described
material cash requirements.
Ford Credit plans to utilize its liquidity (as described above) and its cash flows from business operations to fund its
material cash requirements.

67

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemBalance
7. Management’s Discussion
Sheet Liquidity Profile.and Analysis
Ford of Financial
Credit defines Condition
its balance andliquidity
sheet Resultsprofile
of Operations (Continued)
as the cumulative maturities,
including the impact of expected prepayments and allowance for credit losses, of its finance receivables, investment in
Balance
operating Sheetand
leases, Liquidity the Ford
Profile.
cash, less Credit debt
cumulative defines its balance
maturities oversheet liquidity
upcoming profile
annual as the Ford
periods. cumulative maturities,
Credit’s balance
including the impact of expected prepayments and allowance for credit losses, of its finance receivables,
sheet is inherently liquid because of the short-term nature of its finance receivables, investment in operating leases, and investment in
operating leases, and cash, less the cumulative debt maturities over upcoming annual periods.
cash. Ford Credit ensures its cumulative debt maturities have a longer tenor than its cumulative asset maturities. This Ford Credit’s balance
sheet is maturity
positive inherently liquidisbecause
profile intendedoftothe short-term
provide nature with
Ford Credit of itsadditional
finance receivables,
liquidity after investment in operating
all of its assets leases,
have been and
funded
cash. Ford Credit ensures its cumulative debt maturities have
and is in addition to liquidity available to protect for stress scenarios. a longer tenor than its cumulative asset maturities. This
positive maturity profile is intended to provide Ford Credit with additional liquidity after all of its assets have been funded
and The
is in following
addition to liquidity
table shows available to protect
Ford Credit’s for stress
cumulative scenarios.
maturities for assets and total debt for the periods presented and
unsecured long-term debt maturities in the individual periods presented (in billions):
The following table shows Ford Credit’s cumulative maturities for assets and total debt for the periods presented and
unsecured long-term debt maturities in the individual periods2023
presented (in billions):
2024 2025 2026 and Beyond
Balance Sheet Liquidity Profile
2023 2024 2025 2026 and Beyond
Assets (a) $ 71 $ 97 $ 117 $ 137
Balance Sheet Liquidity Profile
Total debt (b) 58 83 100 121
Assets (a) $ 71 $ 97 $ 117 $ 137
Memo: Unsecured long-term debt maturities 8 12 11 17
Total debt (b) 58 83 100 121
__________
Memo:
(a) Unsecured
Includes long-term
gross finance debt maturities
receivables 8
less the allowance for credit losses (including certain 12
finance receivables 11
that are reclassified in consolidation17
to
Trade
__________ and other receivables), investment in operating leases net of accumulated depreciation, cash and cash equivalents, and marketable
(a) securities (excluding
Includes gross amounts
finance related
receivables tothe
less insurance activities).
allowance for creditAmounts shown include
losses (including certainthe impactreceivables
finance of expectedthat
prepayments.
are reclassified in consolidation to
(b) Excludes
Trade andunamortized debt (discount)/premium,
other receivables), unamortized
investment in operating leases netissuance costs, anddepreciation,
of accumulated fair value adjustments.
cash and cash equivalents, and marketable
securities (excluding amounts related to insurance activities). Amounts shown include the impact of expected prepayments.
(b) Excludes
Maturities unamortized debt (discount)/premium,
of investment in operating leases unamortized
consist issuance costs,ofand
primarily thefairportion
value adjustments.
of rental payments attributable to
depreciation over the remaining life of the lease and the expected residual value at lease termination. Maturities of
Maturities
finance of investment
receivables in operating
and investment leases consist
in operating leases in primarily of above
the table the portion of rental
include payments
expected attributable
prepayments to Credit’s
for Ford
depreciation
retail installment sale contracts and investment in operating leases. The table above also reflects adjustments to of
over the remaining life of the lease and the expected residual value at lease termination. Maturities debt
finance
maturitiesreceivables andasset-backed
to match the investment indebt operating leases
maturities in the
with the underlying
table aboveasset
include expected prepayments for Ford Credit’s
maturities.
retail installment sale contracts and investment in operating leases. The table above also reflects adjustments to debt
maturities to match
All wholesale the asset-backed
securitization debt maturities
transactions with the
and wholesale underlyingare
receivables asset maturities.
shown maturing in the next 12 months, even if
the maturities extend beyond 2023. The retail securitization transactions under certain committed asset-backed facilities
All wholesale
are assumed securitization
to amortize transactions
immediately rather and
thanwholesale
amortizingreceivables are shown
after the expiration maturing
of the in the next
commitment 12 months,
period. As of even if
the maturities
December 31,extend beyond
2022, Ford 2023.
Credit hadThe
$137retail securitization
billion transactions
of assets, $60 under were
billion of which certain committed asset-backed facilities
unencumbered.
are assumed to amortize immediately rather than amortizing after the expiration of the commitment period. As of
December
Funding 31,
and2022, Ford Risks.
Liquidity Credit had
Ford$137 billion
Credit’s of assets,
funding plan $60 billion to
is subject of risks
whichand
were unencumbered.
uncertainties, many of which are
beyond its control, including disruption in the capital markets that could impact both unsecured debt and asset-backed
Funding
securities andand
theLiquidity Risks.
effects of Ford changes
regulatory Credit’s funding plan is subject
on the financial markets.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
Despite and theCredit’s
Ford effects of regulatory
diverse changes
sources on the
of funding financial
and markets.
liquidity, its ability to maintain liquidity may be affected by, among
others, the following factors (not necessarily listed in order of importance or probability of occurrence):
Despite Ford Credit’s diverse sources of funding and liquidity, its ability to maintain liquidity may be affected by, among
others, the
• following
Prolongedfactors (not necessarily
disruption of the debt listed in order of importance
and securitization markets; or probability of occurrence):
• Global capital market volatility;
•• Prolonged disruption
Credit ratings assigned of to
theFord
debtand
andFord
securitization
Credit; markets;
•• Global capital market volatility;
Market capacity for Ford- and Ford Credit-sponsored investments;
•• CreditGeneral ratings
demandassigned
for theto Ford
type of and Ford Credit;
securities Ford Credit offers;
•• Market capacity for Ford- and Ford Credit-sponsored
Ford Credit’s ability to continue funding through asset-backed investments;
financing structures;
•• General demand for the type of securities Ford
Performance of the underlying assets within Ford Credit’s Credit offers;
asset-backed financing structures;
•• Ford Credit’s
Inability ability
to obtain to continue
hedging funding through asset-backed financing structures;
instruments;
•• Performance of the underlying
Accounting and regulatory changes; and assets within Ford Credit’s asset-backed financing structures;
•• Inability to obtain hedging instruments;
Ford Credit’s ability to maintain credit facilities and committed asset-backed facilities.
• Accounting and regulatory changes; and
Stress • Tests.
Ford Credit’s abilityregularly
Ford Credit to maintain creditstress
conducts facilities and committed
testing asset-backed
on its funding facilities.
and liquidity sources to ensure it can
continue to meet financial obligations and support the sale of Ford and Lincoln vehicles during firm-specific and market-
wideStress events.Ford
stressTests. Credit
Stress regularly
tests conducts
are intended stress testing
to quantify on its funding
the potential and
impact of liquidity
various sources
adverse to ensure
scenarios onit the
canbalance
continue to meet financial obligations and support the sale of Ford and Lincoln vehicles during firm-specific
sheet and liquidity. These scenarios include assumptions on access to unsecured and secured debt markets, runoff and market-
of
wide stress events. Stress tests are intended to quantify the potential impact of various adverse scenarios
short-term funding, and ability to renew expiring liquidity commitments and are measured over various time periods, on the balance
sheet and30
including liquidity.
days, 90These
days,scenarios
and longerinclude
term. assumptions
Ford Credit’son access
stress testtodoes
unsecured and secured
not assume debt markets,
any additional funding,runoff of or
liquidity,
short-term funding, and ability to renew expiring liquidity commitments and are measured over various time
capital support from Ford. Ford Credit routinely develops contingency funding plans as part of its liquidity stress testing.periods,
including 30 days, 90 days, and longer term. Ford Credit’s stress test does not assume any additional funding, liquidity, or
capital support from Ford. Ford Credit routinely develops contingency funding plans as part of its liquidity stress testing.

68

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemLeverage.
7. Management’s Discussion
Ford Credit and Analysis
uses leverage, or the of Financial Condition
debt-to-equity ratio, toand Results
make of business
various Operations (Continued)
decisions, including
evaluating and establishing pricing for finance receivable and operating lease financing, and assessing its capital
Leverage. Ford Credit uses leverage, or the debt-to-equity ratio, to make various business decisions, including
structure.
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):
December 31, December 31, December 31,
The table below shows the calculation of Ford Credit’s financial statement leverage
2020 (in billions):
2021 2022
Leverage Calculation December 31, December 31, December 31,
2020 2021 2022
Debt $ 137.7 $ 117.7 $ 119.0
Leverage Calculation
Equity (a) 15.6 12.4 11.9
Debt $ 137.7 $ 117.7 $ 119.0
Financial statement leverage (to 1) 8.8 9.5 10.0
Equity (a) 15.6 12.4 11.9
__________
Financial
(a) Total statement leverage
shareholder’s (toreported
interest 1) on Ford Credit’s balance sheets. 8.8 9.5 10.0
__________
(a) Total
Fordshareholder’s
Credit plans interest reported on
its leverage byFord Credit’s balance
considering sheets.
market conditions
and the risk characteristics of its business. At
December 31, 2022, Ford Credit’s financial statement leverage was 10:1. Ford Credit targets financial statement leverage
Ford
in the Credit
range plans
of 9:1 its leverage by considering market conditions and the risk characteristics of its business. At
to 10:1.
December 31, 2022, Ford Credit’s financial statement leverage was 10:1. Ford Credit targets financial statement leverage
in the range of 9:1 to 10:1.

69

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7.Company
Total Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Total Company
Pension Plan Contributions and Strategy. Our strategy is to reduce the risk of our funded defined benefit pension
plans, including minimizing the volatility of the value of our pension assets relative to pension liabilities and the need for
Pensionuse
unplanned Plan Contributions
of capital andto
resources fund the Our
Strategy. strategy
plans. is to reduce
The strategy the risk
reduces of oursheet,
balance funded defined
cash flow, benefit pension
and income
plans, including minimizing the volatility of the value of our pension assets
exposures and, in turn, reduces our risk profile. Going forward, we expect to: relative to pension liabilities and the need for
unplanned use of capital resources to fund the plans. The strategy reduces balance sheet, cash flow, and income
exposures
• Limit and,
ourinpension
turn, reduces our risktoprofile.
contributions Going forward,
offset ongoing servicewe expect
cost to: regulatory requirements, if any;
or meet
• Minimize the volatility of the value of our pension assets relative to pension obligations and ensure assets are
• Limit our pension
sufficient contributions
to pay plan to offset ongoing service cost or meet regulatory requirements, if any;
benefits; and
•• Minimize the volatility of the value
Evaluate strategic actions to reduce of pension
our pension assetssuch
liabilities, relative to pension
as plan design obligations and ensure or
changes, curtailments, assets are
settlements
sufficient to pay plan benefits; and
2022
• Evaluate strategic actions to reduce pension liabilities, such as plan design changes, curtailments, or settlements
H / (L)
2021 2022 2021
2022
Pension Funded Status ($B) H / (L)
2021 2022 2021
U.S. Plans $ 1.0 $ 0.1 $ (0.9)
Pension Funded Status ($B)
Non-U.S. Plans (1.3) (0.3) 1.0
U.S. Plans $ 1.0 $ 0.1 $ (0.9)
Total Global Pension $ (0.3) $ (0.2) $ 0.1
Non-U.S. Plans (1.3) (0.3) 1.0
Total Global Pension $ (0.3) $ (0.2) $ 0.1
Year-End Discount Rate (Weighted Average)
U.S. Plans 2.91% 5.51% 2.60 ppts
Year-End Discount Rate (Weighted Average)
Non-U.S. Plans 1.75% 4.42% 2.67 ppts
U.S. Plans 2.91% 5.51% 2.60 ppts
Non-U.S. Plans 1.75% 4.42% 2.67 ppts
Actual Asset Returns
U.S. Plans 2.82% (21.20)% (24.02) ppts
Actual Asset Returns
Non-U.S. Plans 2.69% (25.40)% (28.09) ppts
U.S. Plans 2.82% (21.20)% (24.02) ppts
Non-U.S. Plans 2.69% (25.40)% (28.09) ppts
Pension - Funded Plans Only ($B)
Funded Status $ 5.8 $ 4.1 $ (1.7)
Pension - Funded Plans Only ($B)
Contributions for Funded Plans 0.8 0.6 (0.2)
Funded Status $ 5.8 $ 4.1 $ (1.7)
Contributions for Funded Plans 0.8 0.6 (0.2)
Worldwide, our defined benefit pension plans were underfunded by $0.2 billion at December 31, 2022, an
improvement of $0.1 billion from December 31, 2021, primarily reflecting the impact of higher discount rates mostly offset
Worldwide,
by negative assetourperformance.
defined benefitOfpension
the $0.2plans
billionwere underfunded
underfunded byat
status $0.2 billion 2022,
year-end at December 31, 2022,
our funded plans an
were
improvement of $0.1 billion from December 31, 2021, primarily reflecting the impact of higher
$4.1 billion overfunded and our unfunded plans were $4.3 billion underfunded. These unfunded plans are discount rates mostly
“pay offset
as you go”
by negative asset performance. Of the $0.2 billion underfunded status at year-end 2022, our funded plans
with benefits paid from Company cash and primarily include certain plans in Germany and U.S. defined benefit plans for were
$4.1 billion
senior overfunded and our unfunded plans were $4.3 billion underfunded. These unfunded plans are “pay as you go”
management.
with benefits paid from Company cash and primarily include certain plans in Germany and U.S. defined benefit plans for
senior
Themanagement.
fixed income mix was 79% in both our U.S. plans and non-U.S. plans at year-end 2022.

The fixedwe
In 2022, income mix was
contributed 79%
$567 in both
million to our
our U.S. plans
global andpension
funded non-U.S. plansa at
plans, year-endof2022.
decrease $206 million compared with
2021. During 2023, we expect to contribute between $500 million and $600 million of cash to our global funded pension
In 2022,
plans. we expect
We also contributed $567
to make million
about to our
$400 global
million fundedpayments
of benefit pension plans, a decrease
to participants of $206 million
in unfunded plans.compared
Based onwith
2021. During
current 2023, we
assumptions andexpect to contribute
regulations, we do between
not expect $500 million
to have and $600
a legal million of
requirement to cash to our
fund our global
major U.S.funded
plans pension
in 2023.
plans. We funded
Our global also expect
planstoremain
make about $400 million
fully funded of benefit
in aggregate, payments tothe
demonstrating participants in unfunded
effectiveness plans. Based
of our de-risking on and
strategy
current assumptions and regulations,
our commitment to a strong balance sheet. we do not expect to have a legal requirement to fund our major U.S. plans in 2023.
Our global funded plans remain fully funded in aggregate, demonstrating the effectiveness of our de-risking strategy and
our commitment
For a detailedtodiscussion
a strong balance sheet. plans, refer to the “Critical Accounting Estimates - Pensions and Other
of our pension
Postretirement Employee Benefits” section of Item 7 of Part II of our 2022 Form 10-K Report and Note 17 of the Notes to
For a detailed
the Financial discussion of our pension plans, refer to the “Critical Accounting Estimates - Pensions and Other
Statements.
Postretirement Employee Benefits” section of Item 7 of Part II of our 2022 Form 10-K Report and Note 17 of the Notes to
the Financial Statements.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemReturn
7. Management’s
on Invested Discussion and Analysis
Capital (“ROIC”). of Financial
We analyze Conditionperformance
total Company and Resultsusing
of Operations (Continued)
an adjusted ROIC financial
metric based on an after-tax rolling four quarter average. The following table contains the calculation of our ROIC for the
Return
years shownon(in billions):Capital (“ROIC”). We analyze total Company performance using an adjusted ROIC financial
Invested
metric based on an after-tax rolling four quarter average. The following table contains the calculation of our ROIC for the
December 31, December 31, December 31,
years shown (in billions): 2020 2021 2022
Adjusted Net Operating Profit/(Loss) After Cash Tax December 31, December 31, December 31,
2020 2021 2022
Net income/(loss) attributable to Ford $ (1.3) $ 17.9 $ (2.0)
Adjusted Net Operating Profit/(Loss) After Cash Tax
Add: Noncontrolling interest — — (0.2)
Net income/(loss) attributable to Ford $ (1.3) $ 17.9 $ (2.0)
Less: Income tax (0.2) 0.1 0.9
Add: Noncontrolling interest — — (0.2)
Add: Cash tax (0.4) (0.6) (0.8)
Less: Income tax (0.2) 0.1 0.9
Less: Interest on debt (1.6) (1.8) (1.3)
Add: Cash tax (0.4) (0.6) (0.8)
Less: Total pension / OPEB income / (cost) (1.0) 4.9 0.4
Less: Interest on debt (1.6) (1.8) (1.3)
Add: Pension / OPEB service costs (1.1) (1.1) (1.0)
Less: Total pension / OPEB income / (cost) (1.0) 4.9 0.4
Net operating profit/(loss) after cash tax $ 0.1 $ 13.0 $ (3.9)
Add: Pension / OPEB service costs (1.1) (1.1) (1.0)
Less: Special items (excl. pension / OPEB) pre-tax (0.4) 5.9 (11.7)
Net operating profit/(loss) after cash tax $ 0.1 $ 13.0 $ (3.9)
Adjusted net operating profit/(loss) after cash tax $ 0.5 $ 7.1 $ 7.8
Less: Special items (excl. pension / OPEB) pre-tax (0.4) 5.9 (11.7)
Adjusted net operating profit/(loss) after cash tax $ 0.5 $ 7.1 $ 7.8
Invested Capital
Equity $ 30.8 $ 48.6 $ 43.2
Invested Capital
Debt (excl. Ford Credit) 24.0 20.4 19.9
Equity $ 30.8 $ 48.6 $ 43.2
Net pension and OPEB liability 13.3 6.4 4.7
Debt (excl. Ford Credit) 24.0 20.4 19.9
Invested capital (end of period) $ 68.1 $ 75.4 $ 67.8
Net pension and OPEB liability 13.3 6.4 4.7
Average invested capital $ 70.7 $ 72.1 $ 70.0
Invested capital (end of period) $ 68.1 $ 75.4 $ 67.8
Average invested capital $ 70.7 $ 72.1 $ 70.0
ROIC (a) 0.1 % 18.0 % (5.6)%
Adjusted ROIC (Non-GAAP) (b) 0.7 % 9.8 % 11.2 %
ROIC (a) 0.1 % 18.0 % (5.6)%
__________
(a) Calculated as the sum of net operating profit after cash tax from the last four quarters, divided by the average invested capital over the last four %
Adjusted ROIC (Non-GAAP) (b) 0.7 % 9.8 % 11.2
quarters.
__________
(b)
(a) Calculated
Calculated as
as the
the sum
sum of
of adjusted net operating
net operating profit afterprofit
cashafter cash the
tax from tax last
fromfour
the quarters,
last four quarters,
divided bydivided by the invested
the average average capital
invested capital
over overfour
the last the last
four quarters.
quarters.
Note: Numbers as
(b) Calculated may not
the sum
sum ofdue to rounding.
adjusted net operating profit 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.

71

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
CREDIT RATINGS Discussion and Analysis of Financial Condition and Results of Operations (Continued)

CREDIT RATINGS and long-term debt is rated by four credit rating agencies designated as nationally recognized
Our short-term
statistical rating organizations (“NRSROs”) by the U.S. Securities and Exchange Commission: DBRS, Fitch, Moody’s, and
S&P.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
In several
agencies’ markets,
ratings locally
of us are recognized
based rating provided
on information agencies byalso
usrate
andus. A credit
other rating
sources. reflects
Credit an assessment
ratings are not by the
rating agency of the credit risk associated with a corporate entity or particular securities issued by that entity.
recommendations to buy, sell, or hold securities and are subject to revision or withdrawal at any time by the assigning Rating
agencies’ ratings
rating agency. of us
Each are based
rating agencyonmayinformation provided
have different by us
criteria forand other sources.
evaluating company Credit ratings
risk and, are not ratings should
therefore,
recommendations to buy, sell, or hold securities
be evaluated independently for each rating agency. 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
There haveindependently for actions
been no rating each rating agency.
taken by these NRSROs since the filing of our Quarterly Report on Form 10-Q for
the quarter ended September 30, 2022.
There have been no rating actions taken by these NRSROs since the filing of our Quarterly Report on Form 10-Q for
the quarter ended table
The following September 30, 2022.
summarizes certain of the credit ratings and outlook presently assigned by these four NRSROs:

The following table summarizes certain of the credit ratings andNRSRO RATINGS
outlook presently assigned by these four NRSROs:
Ford Ford Credit NRSROs
NRSRO RATINGS
Issuer Minimum
Default / Long-Term
Ford Long-Term Ford Credit Long-Term
NRSROs
Corporate / Senior Outlook / Senior Short-Term Outlook / Investment
Issuer
Issuer Rating Unsecured Trend Unsecured Unsecured Trend Minimum
Grade Rating
Default / Long-Term Long-Term Long-Term
DBRS Corporate
BB (high) / BBSenior
(high) Outlook /
Positive BBSenior
(high) Short-Term
R-4 Outlook /
Positive Investment
BBB (low)
Issuer Rating Unsecured Trend Unsecured Unsecured Trend Grade Rating
Fitch BB+ BB+ Positive BB+ B Positive BBB-
DBRS BB (high) BB (high) Positive BB (high) R-4 Positive BBB (low)
Moody’s N/A Ba2 Stable Ba2 NP Stable Baa3
Fitch BB+ BB+ Positive BB+ B Positive BBB-
S&P BB+ BB+ Positive BB+ B Positive BBB-
Moody’s N/A Ba2 Stable Ba2 NP Stable Baa3
S&P BB+ BB+ Positive BB+ B Positive BBB-

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
OUTLOOK

OUTLOOK
We provided 2023 Company guidance in our earnings release furnished on Form 8-K dated February 2, 2023. The
guidance is based on our expectations as of February 2, 2023. Our actual results could differ materially from our
We provided
guidance 2023 uncertainties,
due to risks, Company guidance in our
and other earnings
factors, release
including furnished
those on in
set forth Form 8-K
“Risk dated February
Factors” in Item 1A2,of2023.
Part I.The
guidance is based on our expectations as of February 2, 2023. Our actual results could differ materially from our
2023 Guidance
guidance due to risks, uncertainties, and other factors, including those set forth in “Risk Factors” in Item 1A of Part I.
Total Company
2023 Guidance
Adjusted EBIT (a) $9 - $11 billion
Total Company
Adjusted Free Cash Flow (a) About $6 billion
Adjusted EBIT (a) $9 - $11 billion
Capital spending $8 - $9 billion
Adjusted Free Cash Flow (a) About $6 billion
Ford Credit
Capital spending $8 - $9 billion
EBT About $1.3 billion
Ford Credit
__________
(a)EBT About $1.3
When we provide guidance for Adjusted EBIT and Adjusted Free Cash Flow, we do not provide guidance for the most comparable GAAPbillion
measures
because, as described in more detail below in “Non-GAAP Measures That Supplement GAAP Measures,” they include items that are difficult to
__________
(a) predict
When we with reasonable
provide certainty.
guidance for Adjusted EBIT and Adjusted Free Cash Flow, we do not provide guidance for the most comparable GAAP measures
because, as described in more detail below in “Non-GAAP Measures That Supplement GAAP Measures,” they include items that are difficult to
predict with reasonable certainty.
For full-year 2023, we expect adjusted EBIT of $9 billion to $11 billion, which assumes a seasonally adjusted annual
rate (“SAAR”) of about 15 million in the United States and about 13 million in Europe. We also expect adjusted free cash
flowFor full-year
of about 2023, we
$6 billion, expect
which adjusted
assumes EBIT of $9 billion
no distributions to $11Credit.
from Ford billion, which assumes a seasonally adjusted annual
rate (“SAAR”) of about 15 million in the United States and about 13 million in Europe. We also expect adjusted free cash
flowOur
of about $6 for
outlook billion,
2023which assumes
assumes no distributions
the headwinds from Ford
and tailwinds Credit.
below.

Our outlook for 2023 assumes the headwinds and tailwinds below.
Headwinds:
• An expected mild U.S. recession and a moderate recession in Europe
Headwinds:
• Higher incentives across the industry as supply and demand come back into balance
•• An Fordexpected mildofU.S.
Credit EBT recession
about and a
$1.3 billion, moderate
down about recession in reflecting
$1.4 billion, Europe unfavorable lease residuals and credit
• Higher incentives across the industry as supply
losses and the non-recurrence of derivative gains and demand come back into balance
•• Ford Credit EBT of about $1.3
Continuation of the strong dollar billion, down about $1.4 billion, reflecting unfavorable lease residuals and credit
losses and the non-recurrence of derivative
• About $2 billion lower past service pension income gains
•• Continuation of the strong
Continued investments dollar including in customer experience, connected services, and capital expenditures
in growth,
• About $2 billion lower past service pension income
• Continued investments in growth, including in customer experience, connected services, and capital expenditures
Tailwinds:
• Improvement in the supply chain and industry volume
•Tailwinds:
Launch of our all-new Super Duty
•• Lower
Improvement
cost of in the supply
goods chain and
sold, including industry volume
efficiencies in materials, commodities, logistics, and other parts of our
• industrial
Launch ofplatform
our all-new Super Duty
• Lower cost of goods sold, including efficiencies in materials, commodities, logistics, and other parts of our
industrialwe
Additionally, platform
will be negotiating a new contract with the UAW in the United States.

Additionally, we will be negotiating a new contract with the UAW in the United States.

73

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
Cautionary Discussion and Analysis
Note on Forward-Looking of Financial Condition and Results of Operations (Continued)
Statements

Cautionary
Statements Note on Forward-Looking
included or incorporated Statements 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,
Statements
forecasts, included or incorporated
and assumptions by our management by reference herein amay
and involve constitute
number “forward-looking
of risks, uncertainties, statements”
and other factors withinthat
the could
meaning of the Private Securities Litigation Reform Act
cause actual results to differ materially from those stated, including, without limitation: 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 Ford results
and Ford to Credit’s
differ materially
financialfrom those and
condition stated, including,
results without have
of operations limitation:
been and may continue to be adversely
affected by public health issues, including epidemics or pandemics such as COVID-19;
•• Ford Ford and Forddependent
is highly Credit’s financial conditionto
on its suppliers and results
deliver of operations
components have been and
in accordance with may
Ford’s continue
productionto beschedule
adversely
affected
and by public health
specifications, and a issues,
shortage including epidemics
of or inability or pandemics
to acquire such as COVID-19;
key components, such as semiconductors, or raw
• materials, Ford is highlysuch dependent
as lithium,on its suppliers
cobalt, to deliver and
nickel, graphite, components
manganese, in accordance
can disruptwith Ford’s
Ford’s production
production schedule
of vehicles;
• To andfacilitate
specifications,
access and to the a shortage
raw materials of or necessary
inability to acquire key components,
for the production of electricsuch as semiconductors,
vehicles, Ford has entered or rawinto,
materials,
and expects such as lithium,
to continue to cobalt,
enter into, nickel, graphite,
multi-year and manganese,
commitments to rawcan disrupt
material Ford’s production
suppliers that subject of Ford
vehicles;
to risks
• To facilitate with
associated access lowerto the
future rawdemand
materials fornecessary
such materials for theasproduction
well as costs of electric vehicles,
that fluctuate andFordare has entered
difficult to into,
and expects to
accurately forecast; continue to enter into, multi-year commitments to raw material suppliers that subject Ford to risks
associated with lower future demand for such
• Ford’s long-term competitiveness depends on the successful execution of Ford+; materials as well as costs that fluctuate and are difficult to
• Ford’s accurately forecast;
vehicles could be affected by defects that result in delays in new model launches, recall campaigns, or
• increased Ford’s long-term
warranty competitiveness
costs; depends on the successful execution of Ford+;
•• Ford Ford’smayvehicles could the
not realize be affected
anticipated by defects
benefitsthat result inordelays
of existing pending in new model
strategic launches,
alliances, recall
joint campaigns,
ventures, or
acquisitions,
increased
divestitures, warranty costs; or new business strategies;
restructurings,
•• Ford may notsystems,
Operational realize the anticipated
security systems, benefits
vehicles,of existing or pending
and services couldstrategic
be affectedalliances,
by cyber jointincidents,
ventures,ransomware
acquisitions,
divestitures, restructurings, or new business strategies;
attacks, and other disruptions and impact Ford and Ford Credit as well as their suppliers and dealers;
•• Ford’s Operational systems,
production, security
as well systems,
as Ford’s vehicles,
suppliers’ and services
production, and/or could
the be affected
ability by cyber
to deliver productsincidents, ransomware
to consumers could
attacks,
be and other
disrupted by labordisruptions
issues, natural and impact Ford and disasters,
or man-made Ford Credit as welleffects
adverse as their ofsuppliers
climate change,and dealers;
financial distress,
• production
Ford’s production, as well
difficulties, capacityas Ford’s suppliers’
limitations, production,
or other factors;and/or the ability to deliver products to consumers could
• be disrupted
Ford’s ability by labor issues,
to maintain natural orcost
a competitive man-made
structure disasters,
could beadverse
affectedeffects
by labor of or
climate
other change,
constraints;financial distress,
production difficulties, capacity limitations, or other factors;
• Ford’s ability to attract and retain talented, diverse, and highly skilled employees is critical to its success and
• Ford’s ability to maintain a competitive cost structure could be affected by labor or other constraints;
competitiveness;
•• Ford’s Ford’s new
abilityandto attract
existingand retain talented,
products and digital, diverse,
software,andandhighly skilledservices
physical employees are is criticaltotomarket
subject its success and
acceptance
competitiveness;
and face significant competition from existing and new entrants in the automotive and digital and software
• servicesFord’s new and existing
industries and its products
reputation andmay digital,
be software,
harmed if and physicaltoservices
it is unable achieve are the subject
initiatives to market acceptance
it has announced;
• Ford’s and face significant
results competition
are dependent on from
salesexisting
of larger, andmorenewprofitable
entrants vehicles,
in the automotive
particularlyandindigital and software
the United States;
• services industries
With a global and Ford’s
footprint, its reputation
results may couldbe beharmed
adversely if it affected
is unablebytoeconomic
achieve the initiatives it has
or geopolitical announced;
developments,
• Ford’s results are dependent on sales of larger,
including protectionist trade policies such as tariffs, or other events; more profitable vehicles, particularly in the United States;
•• With a global footprint, Ford’s results could be adversely affected by economic
Industry sales volume can be volatile and could decline if there is a financial crisis, recession, or significant or geopolitical developments,
including protectionist
geopolitical event; trade policies such as tariffs, or other events;
•• Ford Industry
maysales
face volume
increased canprice be volatile and could
competition decline if there
or a reduction in demandis a financial crisis, recession,
for its products resulting from or significant
industry
geopolitical
excess event;currency fluctuations, competitive actions, or other factors;
capacity,
•• Ford may face
Inflationary increased
pressure and price competition
fluctuations or a reduction
in commodity in demand
and energy prices, forforeign
its products
currencyresulting
exchange fromrates,
industryinterest
excess capacity, currency fluctuations, competitive actions, or other
rates, and market value of Ford or Ford Credit’s investments, including marketable securities, can have a factors;
• Inflationary pressure
significant effect and fluctuations in commodity and energy prices, foreign currency exchange rates, interest
on results;
• Ford rates,and
andFordmarket valueaccess
Credit’s of Fordtoordebt, Fordsecuritization,
Credit’s investments,
or derivativeincluding
marketsmarketable
around the securities,
world atcan have a rates
competitive
significant
or effect
in sufficient on results;
amounts could be affected by credit rating downgrades, market volatility, market disruption,
• regulatory
Ford and Ford Credit’s access
requirements, or other to debt,
factors;securitization, or derivative markets around the world at competitive rates
• or Thein impact
sufficient amounts could
of government be affected
incentives by credit
on Ford’s rating downgrades,
business marketand
could be significant, volatility,
Ford’smarketreceiptdisruption,
of government
regulatory requirements, or other factors;
incentives could be subject to reduction, termination, or clawback;
•• The Fordimpact
Credit of government
could experience incentives on Ford’s business
higher-than-expected creditcould
losses, belower-than-anticipated
significant, and Ford’s residual receipt of government
values, or
incentives could be subject
higher-than-expected returntovolumesreduction, for termination,
leased vehicles; or clawback;
•• Economic
Ford Creditand could experienceexperience
demographic higher-than-expected
for pension credit
and OPEBlosses, lower-than-anticipated
plans (e.g., discount ratesresidual values, returns)
or investment or
higher-than-expected
could be worse than Ford return has volumes
assumed; for leased vehicles;
•• Pension
Economic andand demographic
other postretirement experience for could
liabilities pension and OPEB
adversely affectplans (e.g.,
Ford’s discount
liquidity andrates
financialor investment
condition; returns)
• could
Ford andbe worse
Ford Creditthan Ford
couldhas assumed;unusual or significant litigation, governmental investigations, or adverse
experience
• Pension and other
publicity arising outpostretirement
of alleged defects liabilities could adversely
in products, services, affect
perceivedFord’s liquidity and financial
environmental impacts, condition;
or otherwise;
•• Ford and Ford Credit could experience unusual or significant litigation,
Ford may need to substantially modify its product plans and facilities to comply with safety, emissions, governmental investigations, or fuel
adverse
publicity arising
economy, autonomousout of alleged
driving defects
technology, in products, services,
environmental, andperceived environmental impacts, or otherwise;
other regulations;
•• Ford
Ford and
may Ford
needCreditto substantially
could be affected modify its byproduct plans and
the continued facilities toofcomply
development with safety,
more stringent emissions,
privacy, data use,fuel and
economy,
data autonomous
protection laws and driving technology,
regulations as wellenvironmental,
as consumers’and other regulations;
heightened expectations to safeguard their personal
• Ford and Ford
information; and Credit could be affected by the continued development of more stringent privacy, data use, and
data protection
• Ford Credit could laws
be and
subject regulations
to new or asincreased
well as consumers’ heightened
credit regulations, expectations
consumer to safeguard
protection regulations, theirorpersonal
other
information;
regulations. and
• Ford Credit could be subject to new or increased credit regulations, consumer protection regulations, or other
regulations.
74

74

191177_Ford_2022_AR_1OK_R1.indd 78 2/6/23 1:36 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemWe
7. cannot
Management’s Discussion
be certain and Analysisforecast,
that any expectation, of Financial Condition and
or assumption madeResults of Operations
in preparing (Continued)
forward-looking statements will
prove accurate, or that any projection will be realized. It is to be expected that there may be differences between
We cannot
projected be certain
and actual thatOur
results. anyforward-looking
expectation, forecast, or assumption
statements speak onlymade
as ofinthe
preparing forward-looking
date of their statements
initial issuance, and wewill
do
prove accurate, or that any projection will be realized. It is to be expected that there may be differences
not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new between
projected and
information, actual
future results.
events, Our forward-looking
or otherwise. statements
For additional speaksee
discussion, only as of1A.
“Item theRisk
dateFactors”
of their initial
above. 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” above.

75

75

191177_Ford_2022_AR_1OK_R1.indd 79 2/6/23 1:36 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
NON-GAAP FINANCIAL Discussion
MEASURES and THAT
Analysis of Financial Condition
SUPPLEMENT and Results of Operations (Continued)
GAAP MEASURES

NON-GAAP FINANCIAL
We use both generallyMEASURES THAT SUPPLEMENT
accepted accounting GAAP and
principles (“GAAP”) MEASURES
non-GAAP financial measures for operational
and financial decision making, and to assess Company and segment business performance. The non-GAAP measures
listedWe use both
below generallytoaccepted
are intended accounting
be considered principles
by users (“GAAP”) and
as supplemental non-GAAP
information financial
to their measures
equivalent GAAP formeasures,
operationalto
and
aid investors in better understanding our financial results. We believe that these non-GAAP measures providemeasures
financial decision making, and to assess Company and segment business performance. The non-GAAP useful
listed below on
perspective areunderlying
intended to be considered
operating resultsby users
and as supplemental
trends, and a means information
to compare to ourtheir equivalent GAAP
period-over-period measures,
results. Theseto
aid investors in better understanding our financial results. We believe that these non-GAAP measures
non-GAAP measures should not be considered as a substitute for, or superior to, measures of financial performance provide useful
perspective on underlying
prepared in accordance operating
with GAAP. results
These and trends, measures
non-GAAP and a meansmaytonotcompare our period-over-period
be the same as similarly titled results.
measures These
used
non-GAAP measures should not be considered as a substitute for, or superior to, measures
by other companies due to possible differences in method and in items or events being adjusted. 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
Company dueEBIT
Adjusted to possible differences inGAAP
(Most Comparable method and in items
Measure: or events being
Net Income/(Loss) adjusted. to Ford) – Earnings
Attributable
before interest and taxes (EBIT) excludes interest on debt (excl. Ford Credit Debt), taxes, and pre-tax special items.
• Company Adjusted
This non-GAAP EBIT (Most
measure Comparable
is useful GAAP and
to management Measure: Netbecause
investors Income/(Loss) Attributable
it focuses to Ford)
on underlying – Earnings
operating results
before
and trends, and improves comparability of our period-over-period results. Our management ordinarily special
interest and taxes (EBIT) excludes interest on debt (excl. Ford Credit Debt), taxes, and pre-tax excludesitems.
This non-GAAP measure is useful to management and investors because it focuses on underlying operating
special items from its review of the results of the operating segments for purposes of measuring segment profitability results
and
and trends, and
allocating improves comparability
resources. Our categories ofofour period-over-period
pre-tax special items results. Our management
and the applicable ordinarily
significance excludes
guideline for each
special items from its review of the results of the operating segments for purposes of
item (which may consist of a group of items related to a single event or action) are as follows: 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
Pre-Tax Special Item Significance Guideline
∘ Pension
Gains and losses
and OPEB onremeasurement
investments in equity securities
gains and losses ∘ No minimum
∘ Gains
Personnel
and expenses, dealer-related
losses on investments costs, securities
in equity and facility-related ∘ Generally
No minimum$100 million or more
charges stemming from our efforts to match production
∘ Personnel
capacity andexpenses, dealer-related
cost structure to marketcosts,
demandandand
facility-related
changing ∘ Generally $100 million or more
charges
model mixstemming from our efforts to match production
capacity and cost structure to market demand and changing
∘ Other
model items
mix that we do not necessarily consider to be ∘ $500 million or more for individual field
indicative of earnings from ongoing operating activities service actions; generally $100 million or
∘ Other items that we do not necessarily consider to be more million
∘ $500 for other
or items
more for individual field
indicative of earnings from ongoing operating activities 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
When we provide
reasonable guidance
certainty, for gains
including adjusted
andEBIT, weondopension
losses not provide guidance
and OPEB on a net income
remeasurements basis
and because theinGAAP
on investments equity
measure
securities.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
• Company
is useful toAdjusted EBIT and
management Margin (Most Comparable
investors GAAP
because it allows Measure:
users Company
to evaluate Net Income/(Loss)
our operating with– industry
Margin)
results aligned
Company
reporting. 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
• Adjusted Earnings/(Loss)
special items, Per Share
and restructuring (Most
impacts Comparable GAAP
in noncontrolling Measure:
interests. Earnings/(Loss)
The measure providesPer – Measure
Share)with
investors useful of
Company’s diluted net earnings/(loss) per share adjusted for impact of pre-tax special items (described
information to evaluate performance of our business excluding items not indicative of earnings from ongoing operating above), tax
special items, and restructuring impacts in noncontrolling interests. The measure provides investors
activities. When we provide guidance for adjusted earnings/(loss) per share, we do not provide guidance on an with useful
information to evaluate
earnings/(loss) per share performance of our
basis because thebusiness excluding
GAAP measure willitems not potentially
include indicative of earningsspecial
significant from ongoing operating
items that have
activities.
not yet occurred and are difficult to predict with reasonable certainty prior to year-end, including pension and an
When we provide guidance for adjusted earnings/(loss) per share, we do not provide guidance on OPEB
earnings/(loss)
remeasurementper share
gains andbasis because the GAAP measure will include potentially significant special items that have
losses.
not yet occurred and are difficult to predict with reasonable certainty prior to year-end, including pension and OPEB
• remeasurement
Adjusted Effective gains
Taxand
Ratelosses.
(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
• Adjusted Effective
effective rate whichTax Rate (Most
investors Comparable
find useful GAAPcomparisons
for historical Measure: Effective Tax Rate) – Measure
and for forecasting. When weofprovide
Company’s tax for
guidance
rate excluding pre-tax special items (described above) and tax special items. The measure provides an
adjusted effective tax rate, we do not provide guidance on an effective tax rate basis because the GAAP measure will ongoing
effective rate whichsignificant
include potentially investors special
find useful forthat
items historical comparisons
have not andand
yet occurred for are
forecasting.
difficult toWhen
predictwe provide
with guidance for
reasonable
adjusted effective tax rate, we do not provide guidance on an effective tax rate
certainty prior to year-end, including pension and OPEB remeasurement gains and losses. 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.

76

76

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

•ItemCompany
7. Management’s
Adjusted Discussion
Free Cash Flow and Analysis of FinancialGAAP
(Most Comparable Condition and Results
Measure: of Operations
Net Cash (Continued)
Provided By/(Used In) Operating
Activities) – Measure of Company’s operating cash flow excluding Ford Credit’s operating cash flows. The measure
• Company Adjustedmanagement
contains elements Free Cash Flow (Most Comparable
considers GAAP Measure:
operating activities, Net Cash excluding
including Company Provided By/(Used
Ford Credit In)capital
Operating
spending, Ford Credit distributions to its parent, and settlement of derivatives. The measure excludes cashmeasure
Activities) – Measure of Company’s operating cash flow excluding Ford Credit’s operating cash flows. The outflows
contains
for fundedelements
pension management
contributions,considers operating
global redesign activities,
(including including Company
separations), and otherexcluding
items thatFord Credit capital
are considered
spending, Ford flows
operating cash Creditunder
distributions
U.S. GAAP.to its parent, and settlement
This measure is useful of
to derivatives.
managementThe andmeasure
investorsexcludes
becausecash outflows
it is consistent
for funded pension contributions, global redesign (including separations), and other items
with management’s assessment of the Company’s operating cash flow performance. When we provide guidance for that are considered
operating
Company cash flows
adjusted under
free cash U.S.
flow,GAAP.
we doThis measure
not provide is usefulfor
guidance to net
management and investors
cash provided by/(used in)because it is activities
operating consistent
with management’s assessment of the Company’s operating cash flow performance. When
because the GAAP measure will include items that are difficult to quantify or predict with reasonable certainty, we provide guidance for
Company adjusted free cash flow, we do not provide guidance for net cash provided by/(used
including cash flows related to the Company's exposures to foreign currency exchange rates and certain commodity in) operating activities
because the GAAP
prices (separate frommeasure will include
any related hedges), items
Fordthat are difficult
Credit's to quantify
operating or predict
cash flows, with flows
and cash reasonable
relatedcertainty,
to special items,
including cash flows related to the Company's exposures to foreign currency exchange
including separation payments, each of which individually or in the aggregate could have a significant rates and certain commodity
impact to our
prices (separate from any related hedges), Ford
net cash provided by/(used in) our operating activities. 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
Adjusted by/(used in)
ROIC – Calculated asourtheoperating activities.
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
(“AdjustedROIC
ROIC”)– Calculated as the sum ofand
provides management adjusted net with
investors operating
usefulprofit/(loss)
informationafter cash taxthe
to evaluate from the last four
Company’s after-cash
quarters, divided by the average invested capital over the last four quarters. Adjusted Return on Invested
tax operating return on its invested capital for the period presented. Adjusted net operating profit/(loss) after Capital
cash tax
(“Adjusted ROIC”) provides
measures operating results management and investors
less special items, with
interest on useful
debt information
(excl. Ford Creditto Debt),
evaluate
andthe Company’s
certain after-cash
pension/OPEB
tax operating
costs. Average return on itscapital
invested invested capital
is the sumfor the period
of average presented.
balance sheetAdjusted net (excl.
equity, debt operating
Fordprofit/(loss) after
Credit Debt), andcash
net tax
measures operating
pension/OPEB liability.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.

77

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
NON-GAAP FINANCIAL Discussion
MEASURE and Analysis of Financial Condition and Results of Operations (Continued)
RECONCILIATIONS

NON-GAAP FINANCIAL
The following MEASURE
tables show RECONCILIATIONS
our Non-GAAP financial measure reconciliations.

Net The following tables


Income/(Loss) show our Non-GAAP
Reconciliation financial
to Adjusted measure reconciliations.
EBIT ($M)
2020 2021 2022
Net Income/(Loss) Reconciliation to Adjusted EBIT ($M)
2020 2021 2022
Net income/(loss) attributable to Ford (GAAP) $ (1,279) $ 17,937 $ (1,981)
Income/(Loss) attributable to noncontrolling interests 3 (27) (171)
Net income/(loss) attributable to Ford (GAAP) $ (1,279) $ 17,937 $ (1,981)
Net income/(loss) $ (1,276) $ 17,910 $ (2,152)
Income/(Loss) attributable to noncontrolling interests 3 (27) (171)
Less: (Provision for)/Benefit from income taxes (a) (160) 130 864
Net income/(loss) $ (1,276) $ 17,910 $ (2,152)
Income/(Loss) before income taxes $ (1,116) $ 17,780 $ (3,016)
Less: (Provision for)/Benefit from income taxes (a) (160) 130 864
Less: Special items pre-tax (2,003) 9,583 (12,172)
Income/(Loss) before income taxes $ (1,116) $ 17,780 $ (3,016)
Income/(Loss) before special items pre-tax $ 887 $ 8,197 $ 9,156
Less: Special items pre-tax (2,003) 9,583 (12,172)
Less: Interest on debt (1,649) (1,803) (1,259)
Income/(Loss) before special items pre-tax $ 887 $ 8,197 $ 9,156
Adjusted EBIT (Non-GAAP) $ 2,536 $ 10,000 $ 10,415
Less: Interest on debt (1,649) (1,803) (1,259)
Adjusted EBIT (Non-GAAP) $ 2,536 $ 10,000 $ 10,415
Memo:
Revenue ($B) $ 127.1 $ 136.3 $ 158.1
Memo:
Net income/(loss) margin (%) (1.0)% 13.2 % (1.3)%
Revenue ($B) $ 127.1 $ 136.3 $ 158.1
Adjusted EBIT margin (%) 2.0 % 7.3 % 6.6 %
Net income/(loss) margin (%) (1.0)% 13.2 % (1.3)%
_________
(a)Adjusted EBIT margin
2020 includes (%) to establish valuation allowances primarily against U.S. tax credits; 2021 reflects
an expense 2.0 %a benefit from 7.3 %
recognizing 6.6
deferred tax%
assets and favorable changes in our valuation allowances offset by the tax consequences of unrealized gains on marketable securities; 2022
_________
(a) reflects the taxan
2020 includes consequences of unrealized
expense to establish losses
valuation on marketable
allowances securities
primarily againstand favorable
U.S. changes
tax credits; 2021 in our valuation
reflects a benefitallowances.
from recognizing deferred tax
assets and favorable changes in our valuation allowances offset by the tax consequences of unrealized gains on marketable securities; 2022
Earnings/(Loss) per Share of
reflects the tax consequences Reconciliation
unrealized losses to Adjustedsecurities
on marketable Earnings/(Loss)
and favorableper Share
changes in our valuation allowances.
2020 2021 2022
Earnings/(Loss) per Share Reconciliation to Adjusted Earnings/(Loss) per Share
Diluted After-Tax Results ($M)
2020 2021 2022
Diluted after-tax results (GAAP) $ (1,279) $ 17,937 $ (1,981)
Diluted After-Tax Results ($M)
Less: Impact of pre-tax and tax special items (2,724) 11,507 (9,599)
Diluted after-tax results (GAAP) $ (1,279) $ 17,937 $ (1,981)
Adjusted net income/(loss) - Diluted (Non-GAAP) $ 1,445 $ 6,430 $ 7,618
Less: Impact of pre-tax and tax special items (2,724) 11,507 (9,599)
Adjusted net income/(loss) - Diluted (Non-GAAP) $ 1,445 $ 6,430 $ 7,618
Basic and Diluted Shares (M)
Basic shares (average shares outstanding) 3,973 3,991 4,014
Basic and Diluted Shares (M)
Net dilutive options, unvested restricted stock units, unvested restricted stock shares, and
Basic shares
convertible (average shares outstanding)
debt 3,973
29 3,991
43 4,014
42
Diluted
Net shares
dilutive options, unvested restricted stock units, unvested restricted stock shares, and 4,002 4,034 4,056
convertible debt 29 43 42
Diluted shares 4,002 4,034 4,056
Earnings/(Loss) per share - diluted (GAAP) (a) $ (0.32) $ 4.45 $ (0.49)
Less: Net impact of adjustments (0.68) 2.86 (2.37)
Earnings/(Loss) per share - diluted (GAAP) (a) $ (0.32) $ 4.45 $ (0.49)
Adjusted earnings per share - diluted (Non-GAAP) $ 0.36 $ 1.59 $ 1.88
Less: Net impact of adjustments (0.68) 2.86 (2.37)
_________
Adjusted
(a) earnings
In 2020 per share
and 2022, there -were
diluted
29 (Non-GAAP) $ calculation
million and 42 million shares, respectively, excluded from the 0.36 $
of diluted 1.59 $per share, due
earnings/(loss) 1.88
to their
_________ anti-dilutive effect.
(a) In 2020 and 2022, there were 29 million and 42 million shares, respectively, excluded from the calculation of diluted earnings/(loss) per share, due
to their anti-dilutive effect.

78

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
Effective Discussion and
Tax Rate Reconciliation Analysis of
to Adjusted FinancialTax
Effective Condition
Rate and Results of Operations (Continued)
2020 2021 2022
Effective Tax Rate Reconciliation to Adjusted Effective Tax Rate
Pre-Tax Results ($M)
2020 2021 2022
Income/(Loss) before income taxes (GAAP) $ (1,116) $ 17,780 $ (3,016)
Pre-Tax Results ($M)
Less: Impact of special items (2,003) 9,583 (12,172)
Income/(Loss) before income taxes (GAAP) $ (1,116) $ 17,780 $ (3,016)
Adjusted earnings before taxes (Non-GAAP) $ 887 $ 8,197 $ 9,156
Less: Impact of special items (2,003) 9,583 (12,172)
Adjusted earnings before taxes (Non-GAAP) $ 887 $ 8,197 $ 9,156
Taxes ($M)
(Provision for)/Benefit from income taxes (GAAP) $ (160) $ 130 $ 864
Taxes ($M)
Less: Impact of special items (a) (721) 1,924 2,573
(Provision for)/Benefit from income taxes (GAAP) $ (160) $ 130 $ 864
Adjusted (provision for)/benefit from income taxes (Non-GAAP) $ 561 $ (1,794) $ (1,709)
Less: Impact of special items (a) (721) 1,924 2,573
Adjusted (provision for)/benefit from income taxes (Non-GAAP) $ 561 $ (1,794) $ (1,709)
Tax Rate (%)
Effective tax rate (GAAP) (14.3)% (0.7)% 28.6 %
Tax Rate (%)
Adjusted effective tax rate (Non-GAAP) (63.2)% 21.9 % 18.7 %
Effective tax rate (GAAP) (14.3)% (0.7)% 28.6 %
_________
Adjusted effective tax rate (Non-GAAP) (63.2) % 21.9 %
(a) 2020 includes an expense to establish valuation allowances primarily against U.S. tax credits; 2021 reflects a benefit from recognizing deferred 18.7
tax%
assets and favorable changes in our valuation allowances offset by the tax consequences of unrealized gains on marketable securities; 2022
_________
(a) reflects the taxan
2020 includes consequences of unrealized
expense to establish losses
valuation on marketable
allowances securities
primarily againstand favorable
U.S. changes
tax credits; 2021 in our valuation
reflects a benefitallowances.
from recognizing deferred tax
assets and favorable changes in our valuation allowances offset by the tax consequences of unrealized gains on marketable securities; 2022
Net reflects
Cash the tax consequences
Provided by/(Used of unrealized losses on
in) Operating marketableReconciliation
Activities securities and favorable changes in our
to Company valuation Free
Adjusted allowances.
Cash Flow ($M)
2020 2021 2022
Net Cash Provided by/(Used in) Operating Activities Reconciliation to Company Adjusted Free Cash Flow ($M)
2020 2021 2022
Net cash provided by/(used in) operating activities (GAAP) $ 24,269 $ 15,787 $ 6,853

Net cash provided by/(used in) operating activities (GAAP) $ 24,269 $ 15,787 $ 6,853
Less: Items not included in Company Adjusted Free Cash Flows
Ford Credit operating cash flows (a) $ 21,592 $ 15,293 $ (5,416)
Less: Items not included in Company Adjusted Free Cash Flows
Funded pension contributions (570) (773) (567)
Ford Credit operating cash flows (a) $ 21,592 $ 15,293 $ (5,416)
Global Redesign (including separations) (b) (503) (1,855) (835)
Funded pension contributions (570) (773) (567)
Ford Credit tax payments/(refunds) under tax sharing agreement (a) 477 15 147
Global Redesign (including separations) (b) (503) (1,855) (835)
Other, net (583) (421) (58)
Ford Credit tax payments/(refunds) under tax sharing agreement (a) 477 15 147
Other, net (583) (421) (58)
Add: Items included in Company Adjusted Free Cash Flows
Company excluding Ford Credit capital spending $ (5,702) $ (6,183) $ (6,511)
Add: Items included in Company Adjusted Free Cash Flows
Ford Credit distributions (a) 3,290 7,500 2,100
Company excluding Ford Credit capital spending $ (5,702) $ (6,183) $ (6,511)
Settlement of derivatives (171) (255) (90)
Ford Credit distributions (a) 3,290 7,500 2,100
Company adjusted free cash flow (Non-GAAP) (a) $ 1,273 $ 4,590 $ 9,081
Settlement of derivatives (171) (255) (90)
__________
Company adjusted free cash flow (Non-GAAP) (a) $ 1,273 $ 4,590
(a) 2020 amounts have been updated as a result of the adoption of ASU 2019-12, Simplifying the Accounting for Income Taxes. $ 9,081
(b) 2021 and 2022 Global Redesign excludes cash flows reported in investing activities.
__________
(a) 2020 amounts have been updated as a result of the adoption of ASU 2019-12, Simplifying the Accounting for Income Taxes.
(b) 2021 and 2022 Global Redesign excludes cash flows reported in investing activities.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7.
2022 Management’s Discussion
SUPPLEMENTAL and Analysis of Financial Condition and Results of Operations (Continued)
INFORMATION

2022The
SUPPLEMENTAL INFORMATION
tables below provide supplemental consolidating financial information and other financial information. Company
excluding Ford Credit includes our Automotive and Mobility reportable segments, Corporate Other, Interest on Debt, and
The Items.
Special tables below providewhere
Eliminations, supplemental consolidating
presented, financial eliminations
primarily represent information and other financial
of intersegment information.
transactions andCompany
deferred
excluding
tax netting.Ford Credit includes our Automotive and Mobility 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):
Selected Cash Flow Information. The following tables provide supplementalFor the Year Ended December 31, 2022
cash flow information (in millions):
Company
excludingFor the Year Ended December 31, 2022
Cash flows from operating activities Ford Credit
Company Ford Credit Eliminations Consolidated
Net income/(loss) $ excluding
(4,361) $ 2,209 $ — $ (2,152)
Cash flows from operating activities Ford Credit Ford Credit Eliminations Consolidated
Depreciation and tooling amortization 5,361 2,281 — 7,642
Net income/(loss) $ (4,361) $ 2,209 $ — $ (2,152)
Other amortization 62 (1,211) — (1,149)
Depreciation and tooling amortization 5,361 2,281 — 7,642
Held for sale impairment charges 32 — — 32
Other amortization 62 (1,211) — (1,149)
Brazil manufacturing exit non-cash charges (excluding accelerated depreciation of $17) (82) — — (82)
Held for sale impairment charges 32 — — 32
(Gains)/Losses on extinguishment of debt 135 (14) — 121
Brazil manufacturing exit non-cash charges (excluding accelerated depreciation of $17) (82) — — (82)
Provision for/(Benefit from) credit and insurance losses 11 35 — 46
(Gains)/Losses on extinguishment of debt 135 (14) — 121
Pension and OPEB expense/(income) (378) — — (378)
Provision for/(Benefit from) credit and insurance losses 11 35 — 46
Equity method investment dividends received in excess of (earnings)/losses and
Pension and
impairments OPEB expense/(income) (378)
3,321 —3 —
— (378)
3,324
Equity method
Foreign investment
currency dividends received in excess of (earnings)/losses and
adjustments (273) 246 — (27)
impairments 3,321 3 — 3,324
Net realized and unrealized (gains)/losses on cash equivalents, marketable securities,
Foreign
and othercurrency adjustments
investments (273)
7,440 246
78 —
— (27)
7,518
Net (gain)/loss
Net realized andonunrealized
changes in(gains)/losses onaffiliates
investments in cash equivalents, marketable securities, 146 1 — 147
and other investments 7,440 78 — 7,518
Stock compensation
Net (gain)/loss on changes in investments in affiliates 325
146 11
1 —
— 336
147
Provision for deferred income taxes
Stock compensation (2,234)
325 324
11 —
— (1,910)
336
Decrease/(Increase)
Provision for deferredinincome
financetaxes
receivables (wholesale and other) —
(2,234) (10,560)
324 —
— (10,560)
(1,910)
Decrease/(Increase) in intersegment receivables/payables
Decrease/(Increase) in finance receivables (wholesale and other) 274
— (274)
(10,560) —
— —
(10,560)
Decrease/(Increase) in accounts receivable and other assets
Decrease/(Increase) in intersegment receivables/payables (984)
274 (199)
(274) —
— (1,183)

Decrease/(Increase)
Decrease/(Increase) in
in inventory
accounts receivable and other assets (2,576)
(984) —
(199) —
— (2,576)
(1,183)
Increase/(Decrease)
Decrease/(Increase) in
in accounts
inventory payable and accrued and other liabilities 7,098
(2,576) 170
— —
— 7,268
(2,576)
Other
Increase/(Decrease) in accounts payable and accrued and other liabilities 788
7,098 (352)
170 — 436
7,268
Interest
Other supplements and residual value support to Ford Credit (1,836)
788 1,836
(352) — —
436
Net cash
Interest provided by/(used
supplements in) operating
and residual activities
value support to Ford Credit $ 12,269
(1,836) $ (5,416)
1,836 $ — $ 6,853

Net cash provided by/(used in) operating activities $ 12,269 $ (5,416) $ — $ 6,853
Cash flows from investing activities
Capital spending
Cash flows from investing activities $ (6,808) $ (58) $ — $ (6,866)
Acquisitions of finance receivables and operating leases
Capital spending $ — $
(6,808) (45,533)
(58) $ — $ (45,533)
(6,866)
Acquisitionsofoffinance
Collections financereceivables
receivablesand
andoperating
operatingleases
leases — (45,533)
46,276 — (45,533)
46,276
Collectionsfrom
Proceeds of finance
sale of receivables
business and operating leases —
449 46,276
— — 46,276
449
Proceeds from
Purchases sale of business
of marketable securities and other investments 449
(13,880) —
(3,578) — 449
(17,458)
Purchases
Sales of marketable
and maturities securities securities
of marketable and other and
investments
other investments (13,880)
14,956 (3,578)
4,161 — (17,458)
19,117
Sales and maturities
Settlements of marketable securities and other investments
of derivatives 14,956
(90) 4,161
184 — 19,117
94
Settlements of derivatives
Capital contributions to equity method investments (90)
(733) 184
(5) — 94
(738)
Capital contributions to equity method investments
Other (733)
310 (5)
2 — (738)
312
Other
Investing activity (to)/from other segments 310
2,130 2
(30) —
(2,100) 312

Investing
Net cashactivity
provided(to)/from other
by/(used in)segments
investing activities $ 2,130 $
(3,666) (30) $
1,419 (2,100) $
(2,100) —
(4,347)
Net cash provided by/(used in) investing activities $ (3,666) $ 1,419 $ (2,100) $ (4,347)
Cash flows from financing activities
Cash flows from
Cash payments forfinancing
dividendsactivities
and dividend equivalents $ (2,009) $ — $ — $ (2,009)
Cash payments
Purchases for dividends
of common stock and dividend equivalents $ (2,009)
(484) $ —
— $ —
— $ (2,009)
(484)
Purchases of common stock
Net changes in short-term debt (484)
85 —
5,375 —
— (484)
5,460
Net changes
Proceeds in issuance
from short-term
ofdebt
long-term debt 85
3,295 5,375
42,175 —
— 5,460
45,470
Proceeds from issuance of long-term debt
Payments on long-term debt 3,295
(3,897) 42,175
(41,758) —
— 45,470
(45,655)
Payments on long-term debt
Other (3,897)
(192) (41,758)
(79) —
— (45,655)
(271)
Other
Financing activity to/(from) other segments (192)
— (79)
(2,100) —
2,100 (271)

Financing activity to/(from) other segments — (2,100) 2,100 —
Net cash provided by/(used in) financing activities $ (3,202) $ 3,613 $ 2,100 $ 2,511
Net cash provided by/(used in) financing activities $ (3,202) $ 3,613 $ 2,100 $ 2,511
Effect of exchange rate changes on cash, cash equivalents, and restricted cash $ (227) $ (187) $ — $ (414)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash $ (227) $ (187) $ — $ (414)

80
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191177_Ford_2022_AR_1OK_R3.indd 84 2/22/23 8:44 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemSelected
7. Management’s Discussion
Income Statement and Analysis
Information. Theoffollowing
Financialtable
Condition andsupplemental
provides Results of Operations (Continued)
income statement information (in
millions):
Selected Income Statement Information. The following table provides supplemental income statement information (in
For the Year Ended December 31, 2022
millions):
Company
For the
excluding FordYear Ended December 31, 2022
Credit Ford Credit Consolidated
Company
Revenues $excluding
149,079
Ford $ 8,978 $ 158,057
Credit Ford Credit Consolidated
Total costs and expenses (a) 145,295 6,486 151,781
Revenues $ 149,079 $ 8,978 $ 158,057
Operating income/(loss) 3,784 2,492 6,276
Total costs and expenses (a) 145,295 6,486 151,781
Interest expense on Company debt excluding Ford Credit 1,259 — 1,259
Operating income/(loss) 3,784 2,492 6,276
Other income/(loss), net (5,288) 138 (5,150)
Interest expense on Company debt excluding Ford Credit 1,259 — 1,259
Equity in net income/(loss) of affiliated companies (2,910) 27 (2,883)
Other income/(loss), net (5,288) 138 (5,150)
Income/(Loss) before income taxes (5,673) 2,657 (3,016)
Equity in net income/(loss) of affiliated companies (2,910) 27 (2,883)
Provision for/(Benefit from) income taxes (1,312) 448 (864)
Income/(Loss) before income taxes (5,673) 2,657 (3,016)
Net income/(loss) (4,361) 2,209 (2,152)
Provision for/(Benefit from) income taxes (1,312) 448 (864)
Less: Income/(loss) attributable to noncontrolling interests (171) — (171)
Net income/(loss) (4,361) 2,209 (2,152)
Net income/(loss) attributable to Ford Motor Company $ (4,190) $ 2,209 $ (1,981)
Less: Income/(loss) attributable to noncontrolling interests (171) — (171)
__________
Net income/(loss)
(a) Ford attributable
Credit excludes a specialstocharge
Ford Motor
of $10Company
million. $ (4,190) $ 2,209 $ (1,981)
__________
(a) Ford Credit excludes a specials charge of $10 million.

81

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191177_Ford_2022_AR_1OK_R1.indd 85 2/6/23 1:36 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemSelected
7. Management’s Discussion
Balance Sheet and Analysis
Information. of Financial
The following Condition
tables and Results ofbalance
provide supplemental Operations
sheet(Continued)
information (in
millions):
Selected Balance Sheet Information. The following tables provide supplemental balance sheet information (in
December 31, 2022
millions):
Company
excluding December 31, 2022
Assets Ford Credit Ford Credit Eliminations Consolidated
Company
Cash and cash equivalents $ excluding
14,741 $ 10,393 $ — $ 25,134
Assets Ford Credit Ford Credit Eliminations Consolidated
Marketable securities 17,443 1,493 — 18,936
Cash and cash equivalents $ 14,741 $ 10,393 $ — $ 25,134
Ford Credit finance receivables, net — 38,720 — 38,720
Marketable securities 17,443 1,493 — 18,936
Trade and other receivables, net 4,575 11,154 — 15,729
Ford Credit finance receivables, net — 38,720 — 38,720
Inventories 14,080 — — 14,080
Trade and other receivables, net 4,575 11,154 — 15,729
Assets held for sale 97 — — 97
Inventories 14,080 — — 14,080
Other assets 2,527 1,253 — 3,780
Assets held for sale 97 — — 97
Receivable from other segments 49 1,462 (1,511) —
Other assets 2,527 1,253 — 3,780
Total current assets 53,512 64,475 (1,511) 116,476
Receivable from other segments 49 1,462 (1,511) —
Total current assets 53,512 64,475 (1,511) 116,476
Ford Credit finance receivables, net — 49,903 — 49,903
Net investment in operating leases 951 21,821 — 22,772
Ford Credit finance receivables, net — 49,903 — 49,903
Net property 37,032 233 — 37,265
Net investment in operating leases 951 21,821 — 22,772
Equity in net assets of affiliated companies 2,678 120 — 2,798
Net property 37,032 233 — 37,265
Deferred income taxes 15,394 158 — 15,552
Equity in net assets of affiliated companies 2,678 120 — 2,798
Other assets 9,890 1,228 — 11,118
Deferred income taxes 15,394 158 — 15,552
Receivable from other segments — 16 (16) —
Other assets 9,890 1,228 — 11,118
Total assets $ 119,457 $ 137,954 $ (1,527) $ 255,884
Receivable from other segments — 16 (16) —
Liabilities
Total assets $ 119,457 $ 137,954 $ (1,527) $ 255,884
Payables $ 24,507 $ 1,098 $ — $ 25,605
Liabilities
Other liabilities and deferred revenue 18,611 2,486 — 21,097
Payables $ 24,507 $ 1,098 $ — $ 25,605
Company excluding Ford Credit debt payable within one year 730 — — 730
Other liabilities and deferred revenue 18,611 2,486 — 21,097
Ford Credit debt payable within one year — 49,434 — 49,434
Company excluding Ford Credit debt payable within one year 730 — — 730
Payable to other segments 1,511 — (1,511) —
Ford Credit debt payable within one year — 49,434 — 49,434
Total current liabilities 45,359 53,018 (1,511) 96,866
Payable to other segments 1,511 — (1,511) —
Total current liabilities 45,359 53,018 (1,511) 96,866
Other liabilities and deferred revenue 22,964 2,533 — 25,497
Company excluding Ford Credit long-term debt 19,200 — — 19,200
Other liabilities and deferred revenue 22,964 2,533 — 25,497
Ford Credit long-term debt — 69,605 — 69,605
Company excluding Ford Credit long-term debt 19,200 — — 19,200
Deferred income taxes 628 921 — 1,549
Ford Credit long-term debt — 69,605 — 69,605
Payable to other segments 16 — (16) —
Deferred income taxes 628 921 — 1,549
Total liabilities $ 88,167 $ 126,077 $ (1,527) $ 212,717
Payable to other segments 16 — (16) —
Total liabilities $ 88,167 $ 126,077 $ (1,527) $ 212,717

82

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191177_Ford_2022_AR_1OK_R1.indd 86 2/6/23 1:36 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemSelected
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Other Information.

Selected
Equity. AtOther Information.
December 31, 2021, total equity attributable to Ford was $48.5 billion, an increase of $17.8 billion
compared with December 31, 2020. At December 31, 2022, total equity attributable to Ford was $43.2 billion, a decrease
billionAtcompared
Equity.
of $5.3 Decemberwith
31, December
2021, total31,
equity attributable
2021. to for
The detail Ford
thewas $48.5 is
changes billion,
shown anbelow
increase of $17.8 billion
(in billions):
compared with December 31, 2020. At December 31, 2022, total equity attributable to Ford2021 was vs 2020 billion,
$43.2 a decrease
2022 vs 2021
of $5.3 billion compared with December 31, 2021. The detail for the changes is shown below (in billions):
Increase/ Increase/
(Decrease) (Decrease)
2021 vs 2020 2022 vs 2021
Net income/(loss) $ Increase/ 17.9 $ Increase/ (2.0)
(Decrease) (Decrease)
Shareholder distributions (0.4) (2.5)
Net income/(loss) $ 17.9 $ (2.0)
Other comprehensive income/(loss) — (1.0)
Shareholder distributions (0.4) (2.5)
Adoption of accounting standards — —
Other comprehensive income/(loss) — (1.0)
Common stock issued (including share-based compensation impacts) 0.3 0.2
Adoption of accounting standards — —
Total $ 17.8 $ (5.3)
Common stock issued (including share-based compensation impacts) 0.3 0.2
Total $ 17.8 $ (5.3)

83

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
CRITICAL ACCOUNTING Discussion and Analysis of Financial Condition and Results of Operations (Continued)
ESTIMATES

CRITICAL ACCOUNTING
We consider ESTIMATES
an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions
about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate
that We
are consider an likely
reasonably accounting estimate
to occur to be to
from period critical
period,if: or
(1)use
theof
accounting estimate requires
different estimates us to makecould
that we reasonably assumptions
have used
about matters that were highly uncertain at the time the accounting estimate was made, and
in the current period, would have a material impact on our financial condition or results of operations. (2) changes in the estimate
that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used
in the current period,
Management haswould havethe
discussed a material impactand
development on our financial
selection condition
of these or results
critical of operations.
accounting estimates with the Audit
Committee of our Board of Directors. In addition, there are other items within our financial statements that require
Management
estimation, but arehas
notdiscussed the development
deemed critical and selection
as defined above. Changesof these critical accounting
in estimates estimates
used in these with
and other the Audit
items could have
Committee of our Board of Directors. In addition,
a material impact on our financial statements. there are other items within our financial statements that require
estimation, but are not deemed critical as defined above. Changes in estimates used in these and other items could have
a material impact
Warranties on our
and Field financial
Service statements.
Actions

Warranties
Nature ofand Field Service
Estimates Required.Actions
We provide base warranties on the products we sell for specific periods of time and/or
mileage, which vary depending upon the type of product and the geographic location of its sale. Separately, we also
Nature of
periodically Estimates
perform fieldRequired. We provide
service actions relatedbase warranties
to safety recalls,on the products
emission weand
recalls, sellother
for specific
productperiods of time and/or
campaigns.
mileage,
Pursuant to these warranties and field service actions, we will repair, replace, or adjust parts on a vehicle thatwe
which vary depending upon the type of product and the geographic location of its sale. Separately, arealso
periodically perform field service actions related to safety recalls, emission recalls, and other product
defective in factory-supplied materials or workmanship. We accrue the estimated cost of both base warranty coverages campaigns.
Pursuant to theseactions
and field service warranties
at theand field
time service
of sale. Inactions,
addition,we willtime
from repair, replace,
to time, we or adjust
issue parts on
extended a vehicleat
warranties that
ourare
expense,
defective in factory-supplied materials or workmanship.
the estimated cost of which is accrued at the time of issuance. We accrue the estimated cost of both base warranty coverages
and field service actions at the time of sale. In addition, from time to time, we issue extended warranties at our expense,
the estimated
Assumptionscostand
of which
Approachis accrued
Used. atWe theestablish
time of issuance.
our estimate of base warranty obligations using a patterned
estimation model. We use historical information regarding the nature, frequency, and average cost of claims for each
Assumptions
vehicle line by modeland year.
Approach Used. We our
We reevaluate establish ourofestimate
estimate of baseobligations
base warranty warranty obligations
on a regularusing a patterned
basis. Experience has
estimation
shown thatmodel. Wefor
initial data useany
historical information
given model year mayregarding the nature,
be volatile; frequency,
therefore, and average
our process relies oncost of claims
long-term for each
historical
vehicle line
averages by sufficient
until model year.
dataWearereevaluate
available. our
Withestimate of base warranty
actual experience, we useobligations onupdate
the data to a regular
thebasis. Experience
historical averages. has
shown
We thenthat initial data
compare for any given
the resulting model
accruals year
with may be
present volatile;rates
spending therefore, our process
to assess whetherrelies on long-term
the balances historicalto
are adequate
averages until sufficient
meet expected data are available.
future obligations. Based onWith actualwe
this data, experience,
update ourwe use the data
estimates to update the historical averages.
as necessary.
We then compare the resulting accruals with present spending rates to assess whether the balances are adequate to
meetField
expected
servicefuture obligations.
actions may occurBased on this
in periods data, we
beyond the update our estimates
base warranty as necessary.
coverage period. We establish our estimates of
field service action obligations using a patterned estimation model. We use historical information regarding the nature,
Field service
frequency, actions
severity, may occur
and average costinof
periods
claimsbeyond
for eachthe baseyear.
model warranty coverage
We assess ourperiod. We for
obligation establish our estimates
field service of
actions on
field service action obligations using a patterned estimation model. We use historical
a regular basis using actual claims experience and update our estimates as necessary. information regarding the nature,
frequency, severity, and average cost of claims for each model year. We assess our obligation for field service actions on
a regular
Due tobasis using actualand
the uncertainty claims experience
potential and
volatility of update our estimates
the factors as necessary.
used in establishing our estimates, changes in our
assumptions could materially affect our financial condition and results of operations. See Note 25 of the Notes to the
Due toStatements
Financial the uncertainty and potential
for information volatility
regarding of the factors
warranty used
and field in establishing
service our estimates, changes in our
action costs.
assumptions could materially affect our financial condition and results of operations. See Note 25 of the Notes to the
Financial
PensionsStatements
and Other for information regarding
Postretirement Employee warranty and field service action costs.
Benefits

Pensions
Natureand Other Postretirement
of Estimates Required. TheEmployee
estimationBenefits
of our defined benefit pension and OPEB plan obligations and
expenses requires that we make use of estimates of the present value of the projected future payments to all participants,
Nature
taking of Estimates Required.
into consideration Theofestimation
the likelihood of our events,
potential future definedsuch
benefit
as pension and OPEB
demographic plan obligations
experience and healthand care cost
expenses requires that we make use of estimates of the present value of the projected future
increases. Plan obligations and expenses are based on existing retirement plan provisions. No assumptionpayments to allisparticipants,
made
taking intoany
regarding consideration the likelihood
potential future changes ofto potential future events,
benefit provisions such
beyond as demographic
those experience
to which we are presentlyand health care
committed cost
(e.g., in
increases. Plan obligations
existing labor contracts). and expenses are based on existing retirement plan provisions. No assumption is made
regarding any potential future changes to benefit provisions beyond those to which we are presently committed (e.g., in
existing labor contracts).

84

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191177_Ford_2022_AR_1OK_R1.indd 88 2/6/23 1:36 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemAssumptions
7. Management’s Discussion
and Approach and The
Used. Analysis of Financial
assumptions used Condition and Results
in developing of Operations
the required (Continued)
estimates include the following
key factors:
Assumptions and Approach Used. The assumptions used in developing the required estimates include the following
key •factors:
Discount rates. Our discount rate assumptions are based primarily on the results of cash flow matching analyses,
which match the future cash outflows for each major plan to a yield curve based on high-quality bonds specific to
• Discount rates.
the country Our
of the discount
plan. rate
Benefit assumptions
payments are based at
are discounted primarily onon
the rates thethe
results
curveoftocash flow matching
determine analyses,
the year-end
which match
obligations. the future cash outflows for each major plan to a yield curve based on high-quality bonds specific to
the country of the plan. Benefit payments are discounted at the rates on the curve to determine the year-end
• obligations.
Expected long-term rate of return on plan assets. Our expected long-term rate of return considers inputs from a
range of advisors for capital market returns, inflation, bond yields, and other variables, adjusted for specific
• Expected
aspects oflong-term rate ofstrategy
our investment return on
byplan assets.
plan. Our returns
Historical expected long-term
also rate of return
are considered when considers inputs
appropriate. Thefrom a
range of advisors for capital market returns, inflation, bond yields, and other variables, adjusted for specific
assumption is based on consideration of all inputs, with a focus on long-term trends to avoid short-term market
aspects of our investment strategy by plan. Historical returns also are considered when appropriate. The
influences.
assumption is based on consideration of all inputs, with a focus on long-term trends to avoid short-term market
• influences.
Salary growth. Our salary growth assumption reflects our actual experience, long-term outlook, and assumed
inflation.
• Salary growth. Our salary growth assumption reflects our actual experience, long-term outlook, and assumed
• inflation.
Inflation. Our inflation assumption is based on an evaluation of external market indicators, including real gross
domestic product growth and central bank inflation targets.
• Inflation. Our inflation assumption is based on an evaluation of external market indicators, including real gross
• domestic
Expected product growth Our
contributions. and expected
central bank inflation
amount and targets.
timing of contributions are based on an assessment of
minimum requirements, cash availability, and other considerations (e.g., funded status, avoidance of regulatory
• and levies, andOur
Expected contributions.
premiums taxexpected amount and timing of contributions are based on an assessment of
efficiency).
minimum requirements, cash availability, and other considerations (e.g., funded status, avoidance of regulatory
• premiums and
Retirement levies,
rates. and tax efficiency).
Retirement rates are developed to reflect actual and projected plan experience.

•• Retirement
Mortality rates.
rates. Retirement
Mortality ratesrates are developed
are developed to reflect
to reflect actualactual and projected
and projected plan experience.
plan experience.

•• Mortality costMortality
rates.
Health care rateshealth
trends. Our are developed
care cost to reflect
trend actual andare
assumptions projected planbased
developed experience.
on historical cost data, the
near-term outlook, and an assessment of likely long-term trends.
• Health care cost trends. Our health care cost trend assumptions are developed based on historical cost data, the
near-termare
Assumptions outlook,
set atand
eachanyear-end
assessment of likely
and are long-term
generally trends. during the year unless there is a major plan
not changed
event, such as a curtailment or settlement that would trigger a plan remeasurement.
Assumptions are set at each year-end and are generally not changed during the year unless there is a major plan
event,
See such as17
Note a curtailment
of the Notesortosettlement thatStatements
the Financial would trigger
foramore
plan information
remeasurement.
regarding pension and OPEB costs and
assumptions.
See Note 17 of the Notes to the Financial Statements for more information regarding pension and OPEB costs and
assumptions.
Pension Plans

Pension
EffectPlans
of Actual Results. The year-end 2022 weighted average discount rate was 5.51% for U.S. plans and 4.42% for
non-U.S. plans, reflecting increases of 260 and 267 basis points, respectively, compared with year-end 2021. In 2022, the
U.S.Effect
actualofreturn
ActualonResults. Thenegative
assets was year-end21.20%,
2022 weighted
which was average
lowerdiscount
than therate was 5.51%
expected for U.S.
long-term rateplans andof
of return 4.42% for
5.75%.
non-U.S.
Non-U.S. actual return on assets was negative 25.40%, which was lower than the expected long-term rate of return of the
plans, reflecting increases of 260 and 267 basis points, respectively, compared with year-end 2021. In 2022,
U.S.
3.29%.actual
Thereturn
loweron assets
returns was
are negativeby21.20%,
explained which
losses on fixedwas lowerand
income than the expected
growth long-term
assets, both ratewere
of which of return of 5.75%.
consistent with
Non-U.S.
broader market performance. In total, higher rates and pension asset losses, in addition to demographic and other of
actual return on assets was negative 25.40%, which was lower than the expected long-term rate of return
3.29%.
updates,The lowerinreturns
resulted are explained byloss
a net remeasurement losses on fixed
of $1.3 income
billion, whichand
hasgrowth assets, both
been recognized of which
within were consistent
net periodic with
benefit cost
broader market performance.
and reported as a special item. In total, higher rates and pension asset losses, in addition to demographic and other
updates, resulted in a net remeasurement loss of $1.3 billion, which has been recognized within net periodic benefit cost
and For
reported
2023,as thea expected
special item.
long-term rate of return on assets is 6.25% for U.S. plans, up 50 basis points from 2022, and
4.13% for non-U.S. plans, up 84 basis points compared with a year ago, reflecting higher nominal risk-free rates and a
Forconsensus
higher 2023, the expected
on capitallong-term rate of
market return return on assets
expectations is 6.25% for U.S. plans, up 50 basis points from 2022, and
from advisors.
4.13% for non-U.S. plans, up 84 basis points compared with a year ago, reflecting higher nominal risk-free rates and a
higher consensus
De-risking on capital
Strategy. We market
employreturn
a broadexpectations from advisors.
de-risking strategy for our global funded plans that increases the matching
characteristics of our assets relative to our obligation as funded status improves. Changes in interest rates, which directly
De-risking
influence Strategy.
changes We employ
in discount a broad
rates, in de-risking
addition strategyhave
to other factors for our global funded
a significant impactplans thatvalue
on the increases
of ourthe matching
pension
characteristics
obligation and fixed income asset portfolio. Our de-risking strategy has increased the allocation to fixed income directly
of our assets relative to our obligation as funded status improves. Changes in interest rates, which
influence
investments changes in discount
and reduced rates, instatus
our funded addition to othertofactors
sensitivity changes have a significant
in interest rates.impact on the
Changes in value
interestof rates
our pension
should result
obligation and fixed income asset portfolio. Our de-risking strategy has increased the allocation
in offsetting effects in the value of our pension obligation and the value of the fixed income asset portfolio. to fixed income
investments and reduced our funded status sensitivity to changes in interest rates. Changes in interest rates should result
in offsetting effects in the value of our pension obligation and the value of the fixed income asset portfolio.

85

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemSensitivity
7. Management’s
Analysis.Discussion
The Decemberand Analysis
31, 2022ofpension
Financial Condition
funded and
status Results
and of Operations
2023 expense (Continued)
are affected by year-end
2022 assumptions. Sensitivities to these assumptions may be asymmetric and are specific to the time periods noted. The
Sensitivity
effects Analysis.
of changes The December
in the factors 31, 2022
that generally pension
have funded
the largest status
impact onand 2023 expense
year-end are affected
funded status by year-end
and pension expense
2022 assumptions.
are discussed below. Sensitivities to these assumptions may be asymmetric and are specific to the time periods noted. The
effects of changes in the factors that generally have the largest impact on year-end funded status and pension expense
are discussed below.
Discount rates and interest rates have the largest impact on our obligations and fixed income assets. The table below
estimates the effect on our funded status of an increase/decrease in discount rates and interest rates (in millions):
Discount rates and interest rates have the largest impact on our obligations and fixed income assets. The table below
estimates the effect on our funded status of an increase/decrease in discount rates and interest rates
Basis (in millions):in
Increase/(Decrease)
December 31, 2022 Funded Status
Point
Factor Change U.S.Increase/(Decrease)
Plans Non-U.S.
in Plans
Basis December 31, 2022 Funded Status
Discount rate - obligation +/- Point
100 bps $2,700/$(3,200) $2,500/$(3,100)
Factor Change U.S. Plans Non-U.S. Plans
Interest rate - fixed income assets +/- 100 (2,600)/3,100 (1,700)/2,000
Discount rate - obligation +/- 100 bps $2,700/$(3,200) $2,500/$(3,100)
Net impact on funded status $100/$(100) $800/$(1,100)
Interest rate - fixed income assets +/- 100 (2,600)/3,100 (1,700)/2,000
Net impact on funded status $100/$(100) $800/$(1,100)
The fixed income asset sensitivity shown excludes other fixed income return components (e.g., changes in credit
spreads, bond coupon and active management excess returns), and growth asset returns. Other factors that affect net
Thestatus
funded fixed income asset sensitivity
(e.g., contributions) shown
are not excludes other fixed income return components (e.g., changes in credit
reflected.
spreads, bond coupon and active management excess returns), and growth asset returns. Other factors that affect net
funded status
Interest (e.g.,
rates andcontributions)
the expectedare not reflected.
long-term rate of return on assets have the largest effect on pension expense. These
assumptions are generally set at each year-end for expense recorded throughout the following year. The table below
Interest
estimates therates and
effect onthe expected
pension long-term
expense rate of returnassumption
of a higher/lower on assets have the largest
for these factorseffect on pension expense. These
(in millions):
assumptions are generally set at each year-end for expense recorded throughout the following year. The table below
estimates the effect on pension expense of a higher/lower assumption for these Basisfactors (in millions):
Increase/(Decrease) in
2023 Pension Expense
Point
Factor Change U.S.Increase/(Decrease)
Plans Non-U.S.
in Plans
Basis 2023 Pension Expense
Interest rate - service cost and interest cost +/-Point
25 bps $25/$(25) $10/$(10)
Factor Change U.S. Plans Non-U.S. Plans
Expected long-term rate of return on assets +/- 25 (80)/80 (50)/50
Interest rate - service cost and interest cost +/- 25 bps $25/$(25) $10/$(10)
Expected long-term rate of return on assets +/- 25 (80)/80 (50)/50
The effect of changing multiple factors simultaneously cannot be calculated by combining the individual sensitivities.
The sensitivity of pension expense to a change in discount rate assumptions may not be linear.
The effect of changing multiple factors simultaneously cannot be calculated by combining the individual sensitivities.
The sensitivity
Other of pension
Postretirement expense
Employee to a change in discount rate assumptions may not be linear.
Benefits

Other Postretirement
Effect Employee
of Actual Results. TheBenefits
weighted average discount rate used to determine the benefit obligation for worldwide
OPEB plans at December 31, 2022 was 5.48%, compared with 2.97% at December 31, 2021, resulting in a worldwide net
Effect of Actual
remeasurement gainResults. The weighted
of $1.3 billion, average
which has been discount rate
recognized usednet
within to determine the benefit
periodic benefit obligation
cost and foras
reported worldwide
a special
OPEB
item. plans at December 31, 2022 was 5.48%, compared with 2.97% at December 31, 2021, resulting in a worldwide net
remeasurement gain of $1.3 billion, which has been recognized within net periodic benefit cost and reported as a special
item.Sensitivity Analysis. Discount rates and interest rates have the largest effect on our OPEB obligation and expense.
The table below estimates the effect on 2023 OPEB expense of higher/lower assumptions for these factors (in millions):
Sensitivity Analysis. Discount rates and interest rates have the largest effect on our OPEB obligation and expense.
Worldwide OPEB
The table below estimates the effect on 2023 OPEB expense of higher/lower assumptions for these factors (in millions):
(Increase)/
Basis Worldwide OPEB
Decrease Increase/
Point 2022 YE (Decrease)
Factor Change (Increase)/
Obligation 2023 Expense
Basis Decrease Increase/
Discount rate - obligation +/- Point
100 bps $415/$(495)
2022 YE N/A
(Decrease)
Factor Change Obligation 2023 Expense
Interest rate - service cost and interest cost +/- 25 N/A $5/$(5)
Discount rate - obligation +/- 100 bps $415/$(495) N/A
Interest rate - service cost and interest cost +/- 25 N/A $5/$(5)
Income Taxes

Income Taxes
Nature of Estimates Required. We must make estimates and apply judgment in determining the provision for income
taxes for financial reporting purposes. We make these estimates and judgments primarily in the following areas: (i) the
Nature of
calculation of tax
Estimates
credits,Required. We mustofmake
(ii) the calculation estimates
differences in theand applyofjudgment
timing recognitionin determining
of revenue andthe expense
provision for
for tax
income
taxes for financial
reporting reporting
and financial purposes.
statement We make
purposes, these
as well estimates
as (iii) and judgments
the calculation primarily
of interest in the following
and penalties areas:
related to (i) the
uncertain tax
calculation Changes
positions. of tax credits, (ii) the
in these calculation
estimates and of differences
judgments may in result
the timing of recognition
in a material of revenue
increase and expense
or decrease to our taxfor tax
provision,
reporting andbe
which would financial statement
recorded purposes,
in the period as well
in which as (iii) the
the change calculation of interest and penalties related to uncertain tax
occurs.
positions. Changes in these estimates and judgments may result in a material increase or decrease to our tax provision,
which would be recorded in the period in which the change occurs.

86

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemAssumptions
7. Management’s Discussion
and Approach and We
Used. Analysis of Financial
are subject to theCondition
income tax andlawsResults of Operations
and regulations (Continued)
of the many jurisdictions in
which we operate. These tax laws and regulations are complex and involve uncertainties in the application to our facts
and Assumptions
circumstances and Approach
that may be open Used.toWe are subject We
interpretation. to the income tax
recognize laws for
benefits andthese
regulations of the
uncertain taxmany jurisdictions
positions based in
which we operate. These tax laws and regulations are complex and involve uncertainties in
upon a process that requires judgment regarding the technical application of the laws, regulations, and various related the application to our facts
and circumstances that may be open to interpretation. We recognize benefits for these uncertain tax
judicial opinions. If, in our judgment, it is more likely than not (defined as a likelihood of more than 50%) that the uncertain positions based
upon a process
tax position thatsettled
will be requires judgment
favorably for regarding the technical
us, we estimate an amountapplication of the laws,
that ultimately regulations,
will be and various
realized. This processrelated
is
judicial
inherently subjective since it requires our assessment of the probability of future outcomes. We evaluatethat
opinions. If, in our judgment, it is more likely than not (defined as a likelihood of more than 50%) thesetheuncertain
uncertain
tax position will be settled favorably for us, we estimate an amount that ultimately will be realized.
tax positions on a quarterly basis, including consideration of changes in facts and circumstances, such as new regulations This process is
inherently subjective
or recent judicial since as
opinions, it requires
well as theour status
assessment
of auditofactivities
the probability of future
by taxing outcomes.
authorities. We evaluate
Changes these uncertain
to our estimate of the
tax
amount to be realized are recorded in our provision for income taxes during the period in which the changenew
positions on a quarterly basis, including consideration of changes in facts and circumstances, such as regulations
occurred.
or recent judicial opinions, as well as the status of audit activities by taxing authorities. Changes to our estimate of the
amount to be also
We must realized
assessare the
recorded in our
likelihood thatprovision for able
we will be income taxes during
to recover the period
our deferred tax in whichagainst
assets the change
futureoccurred.
sources of
taxable income and reduce the carrying amount of deferred tax assets by recording a valuation allowance if, based on all
We must
available also assess
evidence, the likely
it is more likelihood
than that we will
not that beaable
all or to recover
portion of suchour deferred
assets taxbe
will not assets against future sources of
realized.
taxable income and reduce the carrying amount of deferred tax assets by recording a valuation allowance if, based on all
available evidence, it iswhich
This assessment, moreislikely than not
completed onthat all or jurisdiction
a taxing a portion ofbasis,
such assets will account
takes into not be realized.
various types of evidence,
including the following:
This assessment, which is completed on a taxing jurisdiction basis, takes into account various types of evidence,
including the following:
• Nature, frequency, and severity of current and cumulative financial reporting losses. A pattern of objectively
measured recent financial reporting losses is heavily weighted as a source of negative evidence. We generally
• Nature,
considerfrequency,
cumulativeand severity
pre-tax of current
losses and cumulative
in the three-year periodfinancial reporting
ending with A pattern
losses.quarter
the current ofsignificant
to be objectively
measuredevidence
negative recent financial reporting
regarding losses is heavily
future profitability. weighted
We also as athe
consider source of negative
strength and trendevidence. We as
of earnings, generally
well as
consider
other cumulative
relevant pre-tax
factors. losses
In certain in the three-year
circumstances, periodinformation
historical ending withmay
the not
current quarter
be as to be
relevant duesignificant
to changes in
negative
our evidence
business regarding future profitability. We also consider the strength and trend of earnings, as well as
operations;
other relevant factors. In certain circumstances, historical information may not be as relevant due to changes in
• our business
Sources operations;
of future taxable income. Future reversals of existing temporary differences are heavily weighted
sources of objectively verifiable positive evidence. Projections of future taxable income exclusive of reversing
• Sources
temporary ofdifferences
future taxable a sourceFuture
areincome. reversals
of positive of existing
evidence temporary
only when differences
the projections areare heavily with
combined weighted
a history of
sources of objectively
recent profits and can verifiable
be reasonablypositive evidence.Otherwise,
estimated. Projections of future
these taxable
projections income
are exclusive
considered of reversing
inherently
temporary differences
subjective and arewill
generally a source of positivetoevidence
not be sufficient overcome only when the
negative projections
evidence are combined
that includes with
relevant a history of
cumulative
recent profits and can be reasonably estimated. Otherwise, these projections are considered
losses in recent years, particularly if the projected future taxable income is dependent on an anticipated inherently
subjective
turnaroundand generally will
to profitability thatnot
hasbenot
sufficient
yet beento achieved.
overcome negative evidence
In such cases, that includes
we generally giverelevant cumulativeof
these projections
losses in recent years, particularly if the projected future taxable income is dependent
future taxable income no weight for the purposes of our valuation allowance assessment; and on an anticipated
turnaround to profitability that has not yet been achieved. In such cases, we generally give these projections of
• future taxablestrategies.
Tax planning income no If weight for theand
necessary purposes of our
available, tax valuation allowance could
planning strategies assessment; and
be implemented to accelerate
taxable amounts to utilize expiring carryforwards. These strategies would be a source of additional positive
• Tax planning
evidence dependingIfon
and,strategies. necessary andcould
their nature, available, tax planning
be heavily strategies could be implemented to accelerate
weighted.
taxable amounts to utilize expiring carryforwards. These strategies would be a source of additional positive
evidence the
In assessing and, dependingofon
realizability their nature,
deferred could we
tax assets, be heavily
considerweighted.
the trade-offs between cash preservation and cash
outlays to preserve tax credits. During 2022, we reversed $405 million of U.S. valuation allowances primarily as a result
In assessing
of planning actions.the We
realizability
presentlyofbelieve
deferred taxglobal
that assets, we consider
valuation the trade-offs
allowances of $822between cash
million are preservation
required and thatand
wecash
outlays to preserve tax credits. During 2022, we reversed $405 million of U.S. valuation allowances primarily
ultimately will recover the remaining $14 billion of deferred tax assets. However, the ultimate realization of our deferred as a result
of planning actions. We presently believe that global valuation allowances of $822 million are required and that
tax assets is subject to a number of variables, including our future profitability within relevant tax jurisdictions, and future we
ultimately
tax planningwilland
recover the remaining
the related effects on$14 billion
our cashofand
deferred taxposition.
liquidity assets. Accordingly,
However, theour ultimate realization
valuation of our
allowances deferred
may increase
tax assets is subject to a
or decrease in future periods. number of variables, including our future profitability within relevant tax jurisdictions, and future
tax planning and the related effects on our cash and liquidity position. Accordingly, our valuation allowances may increase
or decrease in future
For additional periods. regarding income taxes, see Note 7 of the Notes to the Financial Statements.
information

For additional information regarding income taxes, see Note 7 of the Notes to the Financial Statements.

87

87

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Item
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Item 7.7. Management’s
Management’s Discussion Discussion and and Analysis
Analysis of of Financial
Financial Condition
Condition and and Results
Results of of Operations
Operations (Continued)(Continued)
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Impairment
Impairment of Long-Lived Assets
Impairment of of Long-Lived
Long-Lived Assets Assets
Impairment of Long-Lived Assets
Asset
Asset groups
groups are tested at the level of the smallest identifiable group of assets that generate cash inflows that are
Asset
largely groups are
independent areoftested
tested
the
at
at the
cash the level
inflows
of
of the
level from smallest
theother
smallest
assets
identifiable
identifiable
or groups
group
group
of
of
of assets
assets. assetsOur
that
that
asset
generate
generate
groups
cash
cash inflows
presently inflowsare
that
that
the
are
are
Asset
largely groups
independent are of tested
the at
cash the level
inflows of
from the smallest
other assets identifiable
or groups group
of of
assets. assetsOur that
asset generate
groups cash
presently inflowsare that
the are
largely
regional independent
Automotive of the
business cash inflows
units (i.e., from
North other assets
America, or
South groups
America,of assets.
Europe, OurChinaasset groups
(including presently
Taiwan), are
and the
the
largely
regional independent
Automotive of the
business cash inflows
units (i.e., from other assets or groups of assets. Our asset groups presently are the
regional
International Automotive
Markets business
Group), Ford (i.e., North
units Credit, North
and
America,
America,
the separate
South
South America,
America,
legal entities
Europe,
Europe,
within
China
China
the
(including
(including
Mobility segment.
Taiwan),
Taiwan), Asset
and
and the
the
groupings for
regional
International Automotive
Markets business
Group), units Credit,
Ford (i.e., Northand America,
the separate South America,
legal entities Europe,
within China
the (including
Mobility segment. Taiwan), Asset and the
groupings for
International
impairment Markets
analysis Group),
are Ford
reevaluated Credit,
when and
events the separate
occur, such legal
as entities
changes within
in the Mobility
organizational segment.
structure Asset
and groupings
management for
International
impairment Markets
analysis Group),
are Ford
reevaluated Credit,
when and
events the separate
occur, such legal
as entities
changes within
in the Mobility
organizational segment.
structure Asset
and groupings
management for
impairment
reporting. Asanalysis
a result are
of reevaluated
the new when
organizational events and occur,
segment such as changes
structure that in organizational
will be implemented structurein 2023, and management
our asset groups
impairment
reporting. Asanalysis
a are reevaluated when events occur, such as changes in organizational structure and management
reporting.
are expected As toa result
result
be Ford
of
of the
the
Blue
new
newNorth
organizational
organizational
America, Ford
and
andBlue segment
segment
Europe,
structure
structure
Ford
that will
will be
that Rest
Blue be
of
implemented
implemented
World, Ford
in
in 2023,
Model2023, e,
our
our asset
Ford asset
Pro,
groups
groups
Ford
reporting.
are expected As toa result
be Ford of theBlue newNorth organizational
America, FordandBlue segment
Europe, structure
Ford that Rest
Blue will be of implemented
World, Ford in 2023,
Model e, our asset
Ford Pro, groups
Ford
are expected
Credit, and to be
Ford Next Ford Blue North
(formerly America, Ford Blue Europe, Ford Blue Rest of World, Ford Model e, Ford Pro, Ford
Mobility).
are expected
Credit, and to be
Ford Next Ford Blue North
(formerly America, Ford Blue Europe, Ford Blue Rest of World, Ford Model e, Ford Pro, Ford
Mobility).
Credit, and Ford Next (formerly Mobility).
Credit, and Ford Next (formerly Mobility).
Nature of Estimates Required -- Held-and-Used Long-Lived Assets. We
We test our long-lived asset groups when
Nature
Nature
changes in
of
of Estimates
Estimates Required
circumstances Required
indicate
Held-and-Used
-their
Held-and-Used
carrying value
Long-Lived
Long-Lived
may not
Assets.
Assets.
be We test
recoverable. test our our
Events
long-lived
long-lived
that
asset
assetagroups
trigger groups
test for
when
when
recoverability
Nature
changes in of Estimates Required
circumstances indicate -their
Held-and-Used
carrying valueLong-Lived
may not Assets.
be We test our
recoverable. Eventslong-lived
that assetagroups
trigger test for when
recoverability
changes
include in circumstances
material adverse indicate
changes intheir carrying
projected value
revenues may or not be
expenses, recoverable.
present cashEvents
flow that
losses trigger
combineda test for
withrecoverability
a history of
changes
include in circumstances
material adverse indicateintheir
changes carrying
projected value may
revenues or not be recoverable.
expenses, present cashEvents
flow that
losses trigger
combineda test for withrecoverability
a history
include
cash flow material
losses adverse
and a changes
forecast thatin projected
demonstrates revenues
significantor expenses,
continuing present
losses, cash flow
significant losses
negative combined industry withor history of
aeconomic of
include
cash flow material
losses adverse
and a changes
forecast thatin demonstrates
projected revenues significantor expenses,
continuing present
losses, cash flow losses
significant negative combined industry withor aeconomic
history of
cash
trends flow losses
(including and
a a forecast
substantial that demonstrates significant continuing losses, significant negative industry or economic
cash
trends flow losses and
(including a a forecastshift thatin consumer
demonstrates preference),
significant a current expectation
continuing that
losses, significant a long-lived
negative asset industry group will
or economic be
trends
disposed (including
of a substantial
significantlysubstantial
before
shift
shift
the
in
in
end
consumer
consumer
of its useful
preference),
preference),
life, a
a
a current
current
significant
expectation
expectation
adverse change
that
thatin
a long-lived
athe
long-lived
manner
asset
asset
in which
group
groupan
will
will be
asset be
trends
disposed (including
of a substantial
significantly before shift
the in
end consumer
of its usefulpreference),
life, a a current
significant expectation
adverse change thatin athe
long-lived
manner asset
in which groupan will be
asset
disposed
group is of
used significantly
or in its before
physical the end of its useful life, a significant adverse change in the manner in which an asset
disposed
group is of significantly beforecondition,
the end ofor itswhen
useful there
life, is a change
a significant in the asset
adverse grouping.
change in theIn addition,
manner investing
in which in
an asset new,
group
emerging is used
used or
or in
products in its
its
(e.g.,
physical
physical
EVs)
condition,
condition,
or services
or when
or(e.g.,
when there
there is
connectivity)is aa change
change
may
in
in the
require
asset
asset grouping.
the substantial grouping.upfront
In addition,
addition, investing
In investment, investing
which
in
in new,
may new,
result
group
emerging is used or
products in its
(e.g.,physical
EVs) condition,
or services or when
(e.g., there
connectivity)is a change
may in
requirethe asset
substantialgrouping.upfront In addition,
investment, investing
which in
may new,
result
emerging
in initial products
forecasted (e.g.,
negative EVs) or
cash services
flows in (e.g.,
the near connectivity)
term. In may
these require
instances, substantial
near term upfront
negative investment,
cash flowswhich
on may
their result
own
emerging
in initial products
forecasted (e.g.,
negative EVs) or
cash services
flows in (e.g.,
the near connectivity)
term. In may
these require
instances, substantial
near term upfront
negative investment,
cash flowswhich
on may
their result
own
in
mayinitial
not forecasted
be indicative negative
of a cash
triggering flows eventin the
for near
evaluationterm. In
of these
impairment.instances,In near
such term negative
circumstances we cash
also flows on
conduct their
a own
in
mayinitial
not forecasted negative cash flows in the near term. In these instances, near term negative cash flows on their own
may not be
qualitative be indicative
indicative of of
of a a triggering
triggering event
event for evaluation
fortrajectory,
evaluationwhich of
of impairment.
impairment. In
In such
such circumstances
circumstances we
we also
also conduct
conduct a
a cash
may not beevaluation
qualitative indicative of the
evaluation the business
a triggering
business growth
event
growth fortrajectory,
evaluationwhich includes
of impairment.
includes updating
In such our
updating assessment
circumstances
our assessment we of
of when
also
when positive
conduct
positive a cash
qualitative
flows are evaluation
expected to of
be the business
generated, growth
confirming trajectory,
whether which includes
established updating
milestones our
are assessment
being achieved, of when
and positive
assessing cash
our
qualitative
flows are evaluation
expected to of
be the business
generated, growth
confirming trajectory,
whether which includes
established updating
milestones our
are assessment
being achieved, of when
and positive
assessing cash
our
flows
ability are
and expected
intent to to be
continue generated,
to access confirming
required whether
funding established
to execute milestones
the plan. If are
this being
evaluation achieved,
indicates and a assessing
triggering our
event
flows
ability are
and expected
intent to to be
continue generated,
to access confirming
required whether
funding established
to execute milestones
the plan. If are
this being
evaluation achieved,
indicates and a assessing
triggering our
event
ability
has and
occurred, intent
a to
test continue
for to access
recoverability isrequired
performed. funding to execute the plan. If this evaluation indicates a triggering event
ability
has and intent to continue to access required funding to execute the plan. If this evaluation indicates a triggering event
has occurred,
occurred, a a test
test for for recoverability
recoverability is is performed.
performed.
has occurred, a test for recoverability is performed.
When
When a
a triggering
triggering event
event occurs,
occurs, a
a test for recoverability is performed, comparing projected undiscounted future cash
flows When
to the a carrying
triggering event
value of occurs,
the asset a test
test
group.
for
for recoverability
recoverability
If the undiscounted
is
is performed,
performed,
forecasted
comparing
comparing
cash
projected
projected
flows are less
undiscounted
undiscounted
than the
future
futurevalue
carrying
cash
cash
flows When
to the a carrying
triggering event
value of occurs,
the asset a test
group. for recoverability
If the undiscounted is performed,
forecasted comparing
cash projected
flows are less undiscounted
than the futurevalue
carrying cash
flows
of the to the
assets, carrying
the asset value of
group’s the asset group. If the undiscounted forecasted cash flows are less than the carrying value
flows
of the to the carrying
assets, the asset value of thefair
group’s asset
fair value
value is
group.
is measured
measured relying
If the undiscounted
relying primarily
primarily on
forecasted
on a
a discounted
cash flowscash
discounted are less
cash flow
flow method.
than
method. To
the carrying
To the
the extent
value
extent
of the assets,
available, we the also
will assetconsider
group’s third-party
fair value isvaluations
measuredofrelying our primarilyassets
long-lived on a discounted
that were cash flowfor
prepared method.
other To the extent
business
of the assets,
available, we the also
will assetconsider
group’s third-party
fair value isvaluations
measuredofrelying our primarilyassets
long-lived on a discounted
that were cash flowfor
prepared method.
other To the extent
business
available,
purposes. we An will also
impairment considercharge third-party
is recognizedvaluationsfor theof our long-lived assets that were prepared for other business
available,
purposes. we An will also consider
impairment charge third-party
is recognizedvaluationsfor theofamount
our long-lived
amount by
by which
which the
assets
the carrying
that were
carrying value
value of
prepared
of the
the asset
for other
asset group exceeds
business
group exceeds its
purposes.
estimated An value.
fair impairment When charge
an is recognized
impairment loss forrecognized
is the amountfor byassets
which to thebecarrying
held andvalue
used, of thethe adjusted
asset group exceeds its
carrying its
purposes.
estimated An value.
fair impairment When charge
an is recognized
impairment loss forrecognized
is the amountfor byassets
which to thebecarrying
held andvalue
used, of thethe adjusted
asset group exceeds its
carrying
estimated
amounts fair
offair value.
those assets When arean an impairment
depreciated loss is recognized for assets to be held and used, the adjusted carrying
estimated
amounts value. When impairmentover losstheir remaining for
is recognized useful
assetslife.to be held and used, the adjusted carrying
amounts of of those
those assets
assets are are depreciated
depreciated over over their
their remaining
remaining useful useful life.
life.
amounts of those assets are depreciated over their remaining useful life.
Nature of Estimates Required -- Held-for-Sale Operations. We
We perform an impairment test on a disposal group to be
Nature
Nature of
discontinued,
Estimates
of held
Estimatesfor
Required
Required
sale, or otherwise- Held-for-Sale
Held-for-Sale
disposed
Operations.
Operations.
of when we We perform
have perform
committed
an
an impairment
impairment
to an action
test
test
and
on
on
the
a
a disposal
disposal
action is
group
group
expected
to
to be
be
to
Nature
discontinued, of Estimates
held for Required
sale, or otherwise- Held-for-Sale
disposed Operations.
of when we We
have perform
committed an impairment
to an action test
and on
the a disposal
action is group
expected to be
to
discontinued,
be completed held
within for onesale,year.or otherwise
We estimatedisposed
fair of
value when
to we have
approximate committed
the expected to an action
proceeds and to the
be action
received is expected
less cost to
to
discontinued,
be completed held
within for onesale,year.or otherwise
We estimatedisposed
fair of
value when
to we have
approximate committed
the expected to an action
proceeds and to the
be action
received is expected
less cost to
to
be
sellcompleted
and compare within it toonethe year.
carrying We estimate
value of fair
the value
disposal to approximate
group. An the
impairment expected charge proceeds
is to
recognized be received
when theless cost
carrying to
be
sellcompleted
and compare within it toone year. We estimate fair value to approximate the expected proceeds to be received less cost to
sell
valueand compare
exceeds the to the
the carrying
itestimated carrying
fair
value
value of
value. of the
the disposal
disposal group.group. An An impairment
impairment charge charge is is recognized
recognized when when the the carrying
carrying
sell
valueand compare
exceeds the itestimated
to the carrying fair value of the disposal group. An impairment charge is recognized when the carrying
value.
value exceeds the estimated fair value.
value exceeds the estimated fair value.
Assumptions and Approach Used - Held-and-Used Long-Lived Assets. Fair
Fair value
value of an asset group is determined
from
Assumptions
Assumptions
the perspective
and
andofApproach
Approach
a
Used
Used -- Held-and-Used
market-participant Held-and-Used
considering,
Long-Lived
Long-Lived
among other
Assets.
Assets.
things, Fair value of
appropriate of an
an asset
asset group
discount group
rates,
is
is determined
determined
valuation
from Assumptions
the perspective andofApproacha Used - Held-and-Used
market-participant considering, Long-Lived
among otherAssets.
things, Fair value of an
appropriate asset group
discount rates, is determined
valuation
from the
techniques, perspective
the most of a market-participant
advantageous market, considering,
and assumptions among other
about thethings,
highest appropriate
and best discount
use of the rates,
asset valuation
group.
from the perspective
techniques, the most of a market-participant
advantageous market, considering,
and assumptions among other
about thethings,
highest appropriate
and best discount
use of the rates,
asset valuation
group.
techniques, the most advantageous market, and assumptions about the highest and best use of the asset group.
techniques, the most advantageous market, and assumptions about the highest and best use of the asset group.
We
We measure
measure the
the fair
fair value of an asset group based on market prices (i.e., the amount for which the asset could be
sold Weto a measure
third party)thewhen fair value
value of
of an
available. an asset
asset
When
group
group
market
based
based
prices
on market
onare
market not
prices
prices (i.e.,
available, (i.e.,
we
the
the amount
amountestimate
generally
for
for which
whichthe the asset
thefair
asset
value
could
couldof
be
be
the
sold Weto a measure
third party)the fair
when value of
available. an asset
When group
market based
prices on market
are not prices
available, (i.e.,
we the amount
generally for
estimate which thethe asset
fair value couldof be
the
sold
asset to a
group third party)
using the when
income available.
approach When and/or market
the prices
market are not
approach. available,
The we
income generally
approach estimate
uses the
cash fair
flow value of
projections.the
sold
asset to a
group third party)
using the when available. When market prices are not available, we generally estimate the fair value of the
asset
Inherent groupin using
our the income
development income approach
approach and/or
and/or the
the market
market approach.
approach. The The income
income approach
approach uses
uses cash
cash flow
flowof projections.
projections.
asset
Inherent groupin using
our the incomeof
development of cash
approach
cash flow
flow projections
and/or the market
projections are
are assumptions
approach. The
assumptions and
and estimates
income
estimates derived
approach
derived from
uses
from a
cash
a review
flowof
review our
projections.
our
Inherent
operating in our
results, development
business of
plan cash flow
forecasts, projections
expected are
growth assumptions
rates, and and
cost estimates
of capital, derived
similar from
to thosea review
a marketof ourparticipant
Inherent
operating in our
results, development
business of
plan cash flow
forecasts, projections
expected are
growth assumptions
rates, and and
cost estimates
of capital, derived
similar from
to thosea review
a marketof ourparticipant
operating
would use results,
to assess business
fair plan
value. forecasts,
We also makeexpected
certain growth
assumptionsrates, and
aboutcost of
future capital,
economic similar to those
conditions a
andmarket
other participant
data.
operating
would use results,
to assess business
fair plan
value. forecasts,
We also makeexpected
certain growth
assumptionsrates, and
aboutcost of
future capital,
economic similar to those
conditions a
andmarket participant
would of
Many use the tofactors
assessused fair value.
in We also
assessing fairmake
value certain
are assumptions
outside the about
control of future economic
management, and conditions
these and other data.
assumptions
other data.
and
would
Many use
of the tofactors
assessused fair value.
in We also
assessing fairmake certain assumptions about future economic conditions and other data.
Many
estimates of themay factors
change used in in assessing
future periods. fair value are outside the control of management, and these assumptions and
value are outside the control of management, and these assumptions and
Many
estimates of the factors used in assessing fair value are outside the control of management, and these assumptions and
estimates may may change
change in in future
future periods.
periods.
estimates may change in future periods.
Changes
Changes in
in assumptions
assumptions or
or estimates can materially affect the fair value measurement of an asset group and,
Changes
therefore, can inaffect
assumptions
the test or estimates
estimates
results. The
can
can materially
followingmaterially
are key
affect
affect the
the fair
assumptions fair value
value
we
measurement
measurement
use in making
of
of an
cash anflowasset
asset group
group and,
projections: and,
Changes inaffect
therefore, assumptions or estimatesfollowing can materially affect the fair value measurement of an asset group and,
therefore, can can affect the the test
test results.
results. The The following are are keykey assumptions
assumptions we we use
use in in making
making cash cash flow flow projections:
projections:
therefore, can affect the test results. The following are key assumptions we use in making cash flow projections:
•• Business projections. We
We make
make assumptions
assumptions about
about the
the demand for our products in the marketplace. These
• Business
Business
assumptions
projections.
projections.
drive our We
planning makeassumptions
assumptionsfor aboutvolume,the demand
demand
mix, and
for
for our
our products
pricing. products
We also
in the
the marketplace.
in make marketplace.
assumptions
These
These
about our
• Business
assumptions projections.
drive our We
planning makeassumptions
assumptionsfor aboutvolume,the demand
mix, and for our products
pricing. We also in make
the marketplace.
assumptions These
about our
assumptions
cost levels drive
(e.g., our
capacity planning
utilization,assumptions
cost for
performance).volume, mix,
These and pricing.
projections We
are also
derivedmake usingassumptions
our internal about our
business
assumptions
cost levels drive
(e.g., our planning
capacity utilization,assumptions
cost for volume, These
performance). mix, and pricing. We
projections are also
derivedmake usingassumptions
our internal about our
business
cost
plan levels
forecasts (e.g., thatcapacity
are utilization,
updated at cost
least performance). These projections are derived using our internal business
cost
plan levels
forecasts (e.g., thatcapacity
are utilization,
updated at costannually
least performance).
annually and
and reviewed
Theseby
reviewed by our
projections
our Board
Board of
are
of Directors.
derived using our internal business
Directors.
plan forecasts that are updated at least annually and reviewed by our Board of Directors.
plan forecasts that are updated at least annually and reviewed by our Board of Directors.
88
88
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191177_Ford_2022_AR_1OK_R2.indd 92 2/21/23 10:32 AM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item• 7. Long-term
Management’s Discussion
growth and Analysis
rate. A growth of Financial
rate is used Condition
to calculate and Results
the terminal valueofofOperations (Continued)
the business and is added to the
present value of the debt-free interim cash flows. The growth rate is the expected rate at which an asset group’s
• Long-term growth
business unit’s rate. Astream
earnings growthisrate is usedtotogrow
projected calculate
beyondthethe
terminal value
planning of the business and is added to the
period.
present value of the debt-free interim cash flows. The growth rate is the expected rate at which an asset group’s
• business unit’s When
Discount rate. earnings stream ispossible
measuring projected to grow beyond
impairment, future the
cashplanning period.
flows are discounted at a rate that is consistent
with a weighted-average cost of capital that we anticipate a potential market participant would use. Weighted-
• Discount rate.ofWhen
average cost capitalmeasuring possible
is an estimate impairment,
of the future cashpre-tax
overall risk-adjusted flows are
ratediscounted at a rate by
of return expected that is consistent
equity and
with a weighted-average cost of capital
debt holders of a business enterprise. that we anticipate a potential market participant would use. Weighted-
average cost of capital is an estimate of the overall risk-adjusted pre-tax rate of return expected by equity and
• debt holders
Economic of a business
projections. enterprise.regarding general economic conditions are included in and affect our
Assumptions
assumptions regarding industry sales and pricing estimates for our vehicles. These macroeconomic assumptions
• Economic
include, butprojections. Assumptions
are not limited regarding
to, industry generalinflation,
sales volumes, economic conditions
interest rates,are included
prices of rawinmaterials
and affect(e.g.,
our
assumptions regarding industry sales and pricing
commodities), and foreign currency exchange rates. estimates for our vehicles. These macroeconomic assumptions
include, but are not limited to, industry sales volumes, inflation, interest rates, prices of raw materials (e.g.,
The commodities),
market approachandisforeign
anothercurrency
methodexchange rates.the fair value of a reporting unit or asset group. This approach
for measuring
relies on the market value (i.e., market capitalization) of companies that are engaged in the same or similar line of
The market
business as the approach is another
reporting unit or assetmethod
group for measuring
being the In
evaluated. fairaddition,
value oftoa the
reporting
extentunit or asset
available wegroup. This approach
also consider third-
relies on the market value (i.e., market capitalization) of
party valuations that were prepared for other business purposes. companies that are engaged in the same or similar line of
business as the reporting unit or asset group being evaluated. In addition, to the extent available we also consider third-
partyDuring
valuations
2022,that
we were prepared
continued for otherour
to progress business purposes.Against this backdrop, we determined that there were
global redesign.
triggering events related to our South America and International Markets Group (“IMG”) business units. We also assessed
During 2022,
our expected newwe continued
2023 to progress
asset groups, whichour globalofredesign.
consist Ford BlueAgainst this backdrop,
North America, we determined
Ford Blue Europe, Ford that there
Blue were
Rest of
triggering
World, events
Ford Model related to Pro,
e, Ford our South America
Ford Credit andand International
Ford Markets Group
Next and assessed (“IMG”)for
these groups business units.
triggering We and
events alsopotential
assessed
our expectedWe
impairment. newdetermined
2023 assetthat
groups, which consist
the carrying valuesof
ofFord Blue North
the long-lived America,
assets wereFord Blue Europe,
recoverable Ford Blue
at December 31,Rest
2022of
World,our
under Ford Modelassets
existing e, Fordgroups
Pro, Ford Credit
as well as and
underFord
ourNext and assessed
anticipated 2023 assetthese groupsIffor
groups. in triggering eventsour
future quarters and potentialor
economic
impairment.
business We determined
projections were to that the carrying
change values
as a result of ourofplans
the long-lived
or changes assets were
in the recoverable
economic at December
or business 31, 2022
environment, there
under
was a our existingadverse
significant assets groups
changeas wellextent
in the as under our anticipated
or manner in which2023 asset groups.
a long-lived asset isIfbeing
in future quarters
used, or thereour economic
was or
a current
business projections
expectation were to asset
that a long-lived change as awill
group result of our plans
be disposed or changes in
of significantly the economic
before the end oforitsbusiness environment,
useful life, we would there
was a significant
undertake adverse
additional change
testing, in the extent
as appropriate, or manner
which in which
could result a long-lived
in an impairment asset is being used,
of long-lived or there was a current
assets.
expectation that a long-lived asset group will be disposed of significantly before the end of its useful life, we would
undertake additional
Assumptions andtesting,
Approachas appropriate, which could
Used - Held-for-Sale result in an
Operations. In impairment of long-lived
the third quarter of 2022,assets.
we entered into an
agreement to sell our Sanand, India vehicle assembly and powertrain plants to Tata Passenger Electric Mobility Limited
Assumptions
(“Tata”). The saleand Approach
transaction Used - the
included Held-for-Sale Operations.
land, buildings, In fixed
and other the third
assetsquarter of 2022,
(excluding thewe entered into
powertrain an
machinery and
agreement
equipment) for the plants. Accordingly, we have reported $88 million of fixed assets for this operation as held forLimited
to sell our Sanand, India vehicle assembly and powertrain plants to Tata Passenger Electric Mobility sale for
(“Tata”).
the periodThe saleDecember
ended transaction31,
included
2022. the
We land, buildings,
recognized and impairment
pre-tax other fixed assets
charges (excluding
in Cost ofthe powertrain
sales machinery
of $32 million in theand
equipment) for the plants. Accordingly, we have reported $88 million of fixed assets for this operation as held
third quarter of 2022 to adjust the carrying value of the held-for-sale assets to fair value less costs to sell. We determined for sale for
the period ended December 31, 2022. We recognized pre-tax impairment charges in Cost of sales
fair value using the market approach, estimated based on the negotiated value of the assets. On January 10, 2023, we of $32 million in the
third quarter
completed theof sale
2022oftothe
adjust thetocarrying
plants value
Tata. See of the
Note held-for-sale
22 of the Notes toassets to fair value
the Financial less costs
Statements for to sell.information
more We determined
fair value using the market approach,
regarding held-for-sale operations. estimated based on the negotiated value of the assets. On January 10, 2023, we
completed the sale of the plants to Tata. See Note 22 of the Notes to the Financial Statements for more information
regarding
Allowanceheld-for-sale operations.
for Credit Losses

Allowance for Credit


The allowance Losses
for credit losses represents Ford Credit’s estimate of the expected lifetime credit losses inherent in
finance receivables as of the balance sheet date. The adequacy of Ford Credit’s allowance for credit losses is assessed
The allowance
quarterly, for credit losses
and the assumptions and represents
models used Ford Credit’s estimate
in establishing of the expected
the allowance lifetimeregularly.
are evaluated credit losses inherent
Because in
credit
financecan
losses receivables as of the balance
vary substantially sheet
over time, date. The
estimating adequacy
credit of Ford aCredit’s
losses requires numberallowance for credit
of assumptions losses
about is assessed
matters that are
quarterly, and
uncertain. the assumptions
Changes and models
in assumptions usedCredit
affect Ford in establishing the allowance
interest, operating, are evaluated
and other expensesregularly. Because credit
on our consolidated income
losses can vary
statements substantially
and the allowanceover time, estimating
for credit credit losses
losses contained requires
within Ford a number
Credit financeof assumptions
receivables, netabout
on ourmatters that are
consolidated
uncertain.
balance Changes
sheets. SeeinNote
assumptions affect Ford
10 of the Notes to theCredit interest,
Financial operating,
Statements for and
more other expenses
information on our consolidated
regarding allowance forincome
credit
statements and the allowance for credit losses contained within Ford Credit finance receivables, net on our consolidated
losses.
balance sheets. See Note 10 of the Notes to the Financial Statements for more information regarding allowance for credit
losses.
Nature of Estimates Required. Ford Credit estimates the allowance for credit losses for receivables that share similar
risk characteristics based on a collective assessment using a combination of measurement models and management
Nature The
judgment. of Estimates Required.
models consider Fordsuch
factors Credit
asestimates
historical the allowance
trends in creditfor credit recent
losses, lossesportfolio
for receivables that share
performance, and similar
risk characteristics based on a collective assessment using a combination of measurement models and management
forward-looking macroeconomic conditions. The models vary by portfolio and receivable type including consumer finance
judgment.
receivables,The models loans,
wholesale consider
andfactors
dealersuch as historical
loans. trends
If Ford Credit in credit
does losses,the
not believe recent portfolio
models reflectperformance, and credit
lifetime expected
forward-looking macroeconomic conditions. The models vary by portfolio and receivable type including consumer
losses for the portfolio, an adjustment is made to reflect management judgment regarding qualitative factors including finance
receivables, wholesale loans, and dealer loans. If Ford Credit does not believe the
economic uncertainty, observable changes in portfolio performance, and other relevant factors.models reflect lifetime expected credit
losses for the portfolio, an adjustment is made to reflect management judgment regarding qualitative factors including
economic uncertainty, observable changes in portfolio performance, and other relevant factors.

89

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191177_Ford_2022_AR_1OK_R1.indd 93 2/6/23 1:36 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemAssumptions
7. Management’s
Used. Discussion andallowance
Ford Credit’s Analysis of
forFinancial Condition
credit losses andon
is based Results of Operations
its assumptions (Continued)
regarding:

Assumptions
• ProbabilityUsed. Ford Credit’s
of default. allowance
The expected for credit
probability losses is and
of payment based ontoitsdefault,
time assumptions regarding:
which include assumptions about
macroeconomic factors and recent performance; and
•• Probability
Loss given of The
default.The
default. expected of
percentage probability of payment
the expected balanceand
duetime to default,
at default thatwhich
is not include assumptions
recoverable. about
The loss
macroeconomic factors and recent performance; and
given default takes into account expected collateral value and future recoveries.
• Loss given default. The percentage of the expected balance due at default that is not recoverable. The loss
given default takes into account expected collateral value and future recoveries.
Macroeconomic factors used in Ford Credit’s models are country specific and include variables such as
unemployment rates, personal bankruptcy filings, housing prices, and gross domestic product.
Macroeconomic factors used in Ford Credit’s models are country specific and include variables such as
unemployment rates, personal
Sensitivity Analysis. bankruptcy
Changes filings, housing
in the probability prices,
of default andand
lossgross
givendomestic product.
default assumptions would affect the
allowance for credit losses. The effect of the indicated increase/decrease in the assumptions for Ford Credit’s U.S. Ford
and Sensitivity Analysis.
Lincoln retail Changes
financing in the(in
is as follows probability
millions):of default and loss given default assumptions would affect the
allowance for credit losses. The effect of the indicated increase/decrease in the assumptions for Ford Credit’s U.S. Ford
Basis Point Increase/
and Lincoln retail financing is as follows (in millions):
Assumption Change (Decrease)
Probability of default (lifetime) Basis
+/- 100Point
bps $210/$(210)
Increase/
Assumption Change (Decrease)
Loss given default +/- 100 10/(10)
Probability of default (lifetime) +/- 100 bps $210/$(210)
Loss given default +/- 100 10/(10)
Accumulated Depreciation on Vehicles Subject to Operating Leases

Accumulated
AccumulatedDepreciation
depreciationononVehicles
vehicles Subject
subject totooperating
Operating Leases
leases reduces the value of the leased vehicles in Ford
Credit’s operating lease portfolio from their original acquisition value to their expected residual value at the end of the
Accumulated
lease term. depreciation on vehicles subject to operating leases reduces the value of the leased vehicles in Ford
Credit’s operating lease portfolio from their original acquisition value to their expected residual value at the end of the
lease term.
Ford Credit monitors residual values each month, and it reviews the adequacy of accumulated depreciation on a
quarterly basis. If Ford Credit believes that the expected residual values for its vehicles have changed, it revises
Ford Credit
depreciation monitors
to ensure residual
that values each
net investment month, and
in operating it reviews
leases (equalthe adequacy
to the of accumulated
acquisition value of the depreciation
vehicles lesson a
quarterly basis.
accumulated If Ford Credit
depreciation) will believes that to
be adjusted thereflect
expected
Ford residual
Credit’s values
revisedfor its vehicles
estimate of thehave changed,
expected it revises
residual value at the
depreciation to ensure
end of the lease that net investment
term. Adjustments in operating
to depreciation leasesresult
expense (equal tochange
in a the acquisition value of therates
in the depreciation vehicles less
of the vehicles
accumulated depreciation) will be adjusted to reflect Ford Credit’s revised
subject to operating leases and are recorded prospectively on a straight-line basis. estimate of the expected residual value at the
end of the lease term. Adjustments to depreciation expense result in a change in the depreciation rates of the vehicles
subject to operating
Generally, lease leases and are
customers haverecorded
the optionprospectively on a straight-line
to buy the leased basis.
vehicle at the end of the lease or to return the vehicle to
the dealer.
Generally, lease customers have the option to buy the leased vehicle at the end of the lease or to return the vehicle to
the dealer.
Nature of Estimates Required. Each operating lease in Ford Credit’s portfolio represents a vehicle it owns that has
been leased to a customer. At the time Ford Credit purchases a lease, it establishes an expected residual value for the
Nature
vehicle. of Estimates
Ford Required.
Credit estimates Each operating
the expected residuallease in by
value Ford Credit’s recent
evaluating portfolio represents
auction a vehicle
values, it owns that
return volumes has
for its
been leased to a customer. At the time Ford Credit purchases a lease, it establishes an expected
leased vehicles, industrywide used vehicle prices, marketing incentive plans, and vehicle quality data. residual value for the
vehicle. Ford Credit estimates the expected residual value by evaluating recent auction values, return volumes for its
leased vehicles, industrywide
Assumptions Used. Ford used vehicle
Credit’s prices, marketing
accumulated incentive
depreciation plans, subject
on vehicles and vehicle quality data.
to operating leases is based on
assumptions regarding:
Assumptions Used. Ford Credit’s accumulated depreciation on vehicles subject to operating leases is based on
assumptions
• Auctionregarding:
value. Ford Credit’s projection of the market value of the vehicles when sold at the end of the lease; and
• Return volume. Ford Credit’s projection of the number of vehicles that will be returned at lease-end.
• Auction value. Ford Credit’s projection of the market value of the vehicles when sold at the end of the lease; and
•SeeReturn
Note 12volume. Ford Credit’s
of the Notes projection
to the Financial of the number
Statements of vehicles
for more that regarding
information will be returned at lease-end.
accumulated depreciation on
vehicles subject to operating leases.
See Note 12 of the Notes to the Financial Statements for more information regarding accumulated depreciation on
vehicles subject to operating leases.

90

90

191177_Ford_2022_AR_1OK_R1.indd 94 2/6/23 1:36 PM


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

ItemSensitivity
7. Management’s
Analysis.Discussion andvehicles,
For returned AnalysisFord
of Financial Condition
Credit faces a riskand
thatResults of Operations
the amount (Continued)
it obtains from the vehicle sold at
auction will be less than its estimate of the expected residual value for the vehicle. The impact of the change in
SensitivityonAnalysis.
assumptions For returned
future auction vehicles,
values and returnFord Creditwould
volumes facesincrease
a risk that
or the amount
decrease it obtains from
accumulated the vehicle sold at
supplemental
auction
depreciation and depreciation expense over the remaining terms of the operating leases; however, the impactinmay be
will be less than its estimate of the expected residual value for the vehicle. The impact of the change
assumptions on future auction
tempered or exacerbated based values and auction
on future return volumes
values in would increase
relation to the or decrease
purchase accumulated
price supplemental
specified in the lease contract.
depreciation and depreciation expense over the remaining terms of the operating leases; however,
A change in the assumption for an auction value will impact Ford Credit’s estimate of accumulated supplemental the impact may be
tempered or exacerbated based on future auction values in relation to the purchase price specified
depreciation if the future auction value is lower than the purchase price specified in the lease contract. The in the lease contract.
effect of the
A change in the assumption for an auction value will impact Ford Credit’s estimate of accumulated
indicated increase/decrease in the assumptions for Ford Credit’s U.S. Ford and Lincoln operating lease portfolio is as supplemental
depreciation if the future auction value is lower than the purchase price specified in the lease contract. The effect of the
follows (in millions):
indicated increase/decrease in the assumptions for Ford Credit’s U.S. Ford and Lincoln operating lease portfolio is as
Basis Point Increase/
follows (in millions):
Assumption Change (Decrease)
Future auction values Basis
+/- 100Point
bps $(10)/$10
Increase/
Assumption Change (Decrease)
Return volumes +/- 100 5/(5)
Future auction values +/- 100 bps $(10)/$10
Return volumes +/- 100 5/(5)
Adjustments to the amount of accumulated supplemental depreciation on operating leases are reflected on our
balance sheets as Net investment in operating leases and on our income statements in Ford Credit interest, operating,
and Adjustments to the amount of accumulated supplemental depreciation on operating leases are reflected on our
other expenses.
balance sheets as Net investment in operating leases and on our income statements in Ford Credit interest, operating,
and other expenses.

91

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 7. Management’s
ACCOUNTING Discussion
STANDARDS and Analysis
ISSUED BUT NOT ofYET
Financial Condition and Results of Operations (Continued)
ADOPTED

ACCOUNTING STANDARDS
For a discussion ISSUED BUT
of recent accounting NOT YET
standards, ADOPTED
see Note 3 of the Notes to the Financial Statements.

For a discussion of recent accounting standards, see Note 3 of the Notes to the Financial Statements.

92

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191177_Ford_2022_AR_1OK_R1.indd 96 2/6/23 1:36 PM


ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

OVERVIEW

We are exposed to a variety of market and other risks, including the effects of changes in foreign currency exchange
rates, commodity prices, and interest rates, as well as risks to availability of funding sources, hazard events, and specific
asset risks.

These risks affect our Automotive and Ford Credit segments differently. We monitor and manage these exposures as
an integral part of our overall risk management program, which includes regular reports to a central management
committee, the Global Risk Management Committee (“GRMC”). The GRMC is chaired by our Chief Financial Officer, and
the committee includes our Controller and Treasurer.

Our Automotive and Ford Credit segments are exposed to liquidity risk, including the possibility of having to curtail
business or being unable to meet financial obligations as they come due because funding sources may be reduced or
become unavailable. Our plan is to maintain funding sources to ensure liquidity through a variety of economic or business
cycles. As discussed in greater detail in Item 7, our funding sources include sales of receivables in securitizations and
other structured financings, unsecured debt issuances, equity and equity-linked issuances, and bank borrowings.

We are exposed to a variety of risks, such as loss or damage to property, liability claims, and employee injury. We
protect against these risks through the purchase of commercial insurance that is designed to protect us above our self-
insured retentions against events that could generate significant losses.

Direct responsibility for the execution of our market risk management strategies resides with our Treasurer’s Office
and is governed by written policies and procedures. Separation of duties is maintained between the development and
authorization of derivative trades, the transaction of derivatives, and the settlement of cash flows. Regular audits are
conducted to ensure that appropriate controls are in place and that they remain effective. In addition, our market risk
exposures and our use of derivatives to manage these exposures are approved by the GRMC, and reviewed by the Audit
Committee of our Board of Directors.

In accordance with our corporate risk management policies, we use derivative instruments, when available, such as
forward contracts, swaps, and options that economically hedge certain exposures (foreign currency, commodity, and
interest rates). We do not use derivative contracts for trading, market-making, or speculative purposes. In certain
instances, we forgo hedge accounting, and in certain other instances, our derivatives do not qualify for hedge accounting.
Either situation results in unrealized gains and losses that are recognized in income. For additional information on our
derivatives, see Note 20 of the Notes to the Financial Statements.

The market and counterparty risks of our Automotive and Ford Credit segments are discussed and quantified below.

AUTOMOTIVE MARKET RISK

Our Automotive segment frequently has expenditures and receipts denominated in foreign currencies, including the
following: purchases and sales of finished vehicles and production parts, debt and other payables, subsidiary dividends,
and investments in foreign operations. These expenditures and receipts create exposures to changes in exchange rates.
We also are exposed to changes in prices of commodities used in the production of our vehicles and changes in interest
rates.

Foreign currency risk, commodity risk, and interest rate risk are measured and quantified using a model to evaluate
the sensitivity of market value to instantaneous, parallel shifts in rates and/or prices.

Foreign Currency Risk. Foreign currency risk is the possibility that our financial results could be worse than planned
because of changes in currency exchange rates. Accordingly, our practice is to use derivative instruments to hedge our
economic exposure with respect to forecasted revenues and costs, assets, liabilities, and firm commitments denominated
in certain foreign currencies consistent with our overall risk management strategy. In our hedging actions, we use
derivative instruments commonly used by corporations to reduce foreign exchange risk (e.g., forward contracts).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk (Continued)

ItemThe
7A. net
Quantitative
fair value and Qualitative
of foreign Disclosures
exchange forwardAbout Market
contracts Risk (Continued)
(including adjustments for credit risk) as of
December 31, 2022, was an asset of $236 million, compared with a liability of $253 million as of December 31, 2021. The
The net
potential fair value
change in theoffair
foreign
valueexchange
from a 10% forward
change contracts (including exchange
in the underlying adjustments for credit
rates, in U.S.risk) as terms,
dollar of would have
December 31, 2022, was an asset of $236 million, compared with a liability of $253 million
been $1.9 billion at December 31, 2022, compared with $2.2 billion at December 31, 2021. The sensitivity analysisas of December 31, 2021. The
potential
presentedchange in the fairand
is hypothetical value from a foreign
assumes 10% change in the
exchange underlying
rate changesexchange rates, in U.S.
are instantaneous dollar terms,
and adverse would
across all have
been $1.9 billion at December 31, 2022, compared with $2.2 billion at December 31, 2021. The
currencies. In reality, some of our exposures offset and foreign exchange rates move in different magnitudes and at sensitivity analysis
presented is hypothetical
different times, and assumes
and any changes foreign
in fair value exchange
would rate be
generally changes arechanges
offset by instantaneous and adverse
in the underlying across allSee
exposure.
currencies. In reality, some of our exposures offset and foreign exchange rates move in
Note 20 of the Notes to the Financial Statements for more information regarding our foreign currency exchange different magnitudes and at
contracts.
different times, and any changes in fair value would generally be offset by changes in the underlying exposure. See
NoteCommodity
20 of the Notes
Price to the Financial
Risk. Commodity Statements
price risk for more
is the information
possibility that regarding ourresults
our financial foreigncould
currency exchange
be worse than contracts.
planned
because of changes in the prices of commodities used in the production of motor vehicles, such as base metals (e.g.,
steel,Commodity
copper, and Price Risk. Commodity
aluminum), price risk
precious metals is the
(e.g., possibility
palladium), that our
energy financial
(e.g., naturalresults
gas andcould be worseand
electricity), than planned
plastics/
because of changes in the prices of commodities used in the production of motor vehicles, such as
resins (e.g., polypropylene). As we transition to a greater mix of electric vehicles, we expect to increase our reliancebase metals (e.g.,on
steel, copper, and aluminum), precious metals (e.g., palladium), energy (e.g., natural gas and electricity),
lithium, cobalt, nickel, graphite, and manganese, among other materials, for batteries. Accordingly, our practice is to use and plastics/
resins (e.g.,
derivative polypropylene).
instruments As the
to hedge we transition to a greater
price risk with respect mix of electric purchases
to forecasted vehicles, we of expect
certain to increase our
commodities reliance
that we can on
lithium, cobalt, nickel, graphite, and manganese, among other materials, for batteries. Accordingly,
economically hedge and consistent with our overall risk management strategy. In our hedging actions, we use derivative our practice is to use
derivative
instruments instruments
commonlyto hedge
used the price riskto
by corporations with respect
reduce to forecasted
commodity price purchases of certain settled
risk (e.g., financially commodities
forward that we can
contracts).
economically hedge and consistent with our overall risk management strategy. In
The extent to which we hedge is also impacted by our ability to achieve designated hedge accounting.our hedging actions, we use derivative
instruments commonly used by corporations to reduce commodity price risk (e.g., financially settled forward contracts).
The The
extent
nettofair
which weofhedge
value is alsoforward
commodity impacted by our (including
contracts ability to achieve designated
adjustments hedge
for credit risk)accounting.
as of December 31, 2022,
was a liability of $49 million, compared with an asset of $220 million as of December 31, 2021. The potential change in
Thevalue
the fair net fair value
from of commodity
a 10% forward
change in the contracts
underlying (including
commodity adjustments
prices for credit
would have been risk)
$178as of December
million at 31, 2022,
was a liability
December 31,of2022,
$49 million,
comparedcompared with
with $215 an asset
million of $220 million
at December as of The
31, 2021. December 31, analysis
sensitivity 2021. The potentialischange
presented in
hypothetical
the fair
and value from
assumes a 10% price
commodity change in the underlying
changes commodity
are instantaneous andprices would
adverse have
across allbeen $178 million
commodities. at
In reality, commodity
December
prices move 31,
in 2022, compared
different with and
magnitudes $215atmillion at December
different times, and 31,
any2021.
changesTheinsensitivity
fair value analysis presented
would generally be is hypothetical
offset by
and assumes
changes in thecommodity
underlyingprice changes are instantaneous and adverse across all commodities. In reality, commodity
exposure.
prices move in different magnitudes and at different times, and any changes in fair value would generally be offset by
changes in the underlying
In addition, exposure.
our purchasing organization (with guidance from the GRMC, as appropriate) negotiates contracts for the
continuous supply of raw materials. In some cases, these contracts stipulate minimum purchase amounts and specific
In addition,
prices, our purchasing
and, therefore, organization
play a role in managing (with guidanceprice
commodity fromrisk.
the GRMC, as appropriate) negotiates contracts for the
continuous supply of raw materials. In some cases, these contracts stipulate minimum purchase amounts and specific
prices, and, Rate
Interest therefore,
Risk.play a rolerate
Interest in managing
risk relatescommodity
to the lossprice risk. incur in our Company cash investment portfolios due
we could
to a change in interest rates. Our interest rate sensitivity analysis on the investment portfolios includes cash and cash
Interest and
equivalents Ratenet
Risk. Interest securities.
marketable rate risk relates to the loss
At December 31,we2022,
couldCompany
incur in our Company
cash consistedcash investment
of $0.2 portfolios
billion of Rivian due
to a change in interest rates. Our interest rate sensitivity analysis on the investment portfolios includes
marketable securities and $32.1 billion of cash in our investment portfolios, compared to $10.6 billion of Rivian marketablecash and cash
equivalents and net marketable securities. At December 31, 2022, Company cash consisted of $0.2
securities and $26.0 billion of cash in our investment portfolios at December 31, 2021. We invest the portfolios in billion of Rivian
marketable
securities ofsecurities and $32.1
various types billion of cash
and maturities, in ourofinvestment
the value portfolios,
which are subject compared toin$10.6
to fluctuations billion
interest of Rivian
rates. marketable
The investment
securities and $26.0 billion of cash in our investment portfolios at December 31, 2021. We invest the portfolios
strategy is based on clearly defined risk and liquidity guidelines to maintain liquidity, minimize risk, and earn a reasonable in
securities of various types and maturities, the value of which are subject to fluctuations in interest rates.
return on the short-term investments. In investing the cash in our investment portfolios, safety of principal is the primary The investment
strategy
objectiveisand
based on clearlyreturn
risk-adjusted defined
is risk and liquidity
the secondary guidelines to maintain liquidity, minimize risk, and earn a reasonable
objective.
return on the short-term investments. In investing the cash in our investment portfolios, safety of principal is the primary
objective
At anyand risk-adjusted
time, returnrates
a rise in interest is thecould
secondary
have aobjective.
material adverse impact on the fair value of our portfolios. Assuming
a hypothetical increase in interest rates of one percentage point, the value of our portfolios would be reduced by
$256Atmillion,
any time, a rise in interest
as calculated rates could31,
as of December have a material
2022. adverse impact
This compares to $250on the fair
million, asvalue of ouras
calculated portfolios.
of Assuming
a hypothetical increase in interest rates of one percentage point, the value of our portfolios would be reduced
December 31, 2021. While these are our best estimates of the impact of the specified interest rate scenario, actual by
$256
resultsmillion, as calculated
could differ as of
from those December
projected. 31,sensitivity
The 2022. This compares
analysis to $250
presented million, interest
assumes as calculated as of are
rate changes
December 31, 2021. While these are our best estimates of the impact of the specified interest rate scenario, actual
instantaneous, parallel shifts in the yield curve. In reality, interest rate changes of this magnitude are rarely instantaneous
results could
or parallel. differ from those projected. The sensitivity analysis presented assumes interest rate changes are
instantaneous, parallel shifts in the yield curve. In reality, interest rate changes of this magnitude are rarely instantaneous
or parallel.

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191177_Ford_2022_AR_1OK_R1.indd 98 2/6/23 1:36 PM


Item 7A. Quantitative and Qualitative Disclosures About Market Risk (Continued)

Item 7A.
FORD Quantitative
CREDIT MARKETand Qualitative
RISK Disclosures About Market Risk (Continued)

FORD CREDIT
Market MARKET
risk for RISKis the possibility that changes in interest and currency exchange rates will adversely affect
Ford Credit
cash flow and economic value.
Market risk for Ford Credit is the possibility that changes in interest and currency exchange rates will adversely affect
cashInterest
flow and economic
Rate value.
Risk. Generally, Ford Credit’s assets and the related debt have different re-pricing periods, and
consequently, respond differently to changes in interest rates.
Interest Rate Risk. Generally, Ford Credit’s assets and the related debt have different re-pricing periods, and
consequently, respond
Ford Credit’s assetsdifferently to changes
consist primarily in interestretail
of fixed-rate rates.
financing and operating lease contracts and floating-rate
wholesale receivables. Fixed-rate retail financing and operating lease contracts generally require customers to make
Ford
equal Credit’s
monthly assets consist
payments over theprimarily
life of theof contract.
fixed-rate Wholesale
retail financing and operating
receivables lease contracts
are originated and
to finance floating-rate
new and used
wholesale receivables. Fixed-rate retail financing and operating lease contracts
vehicles held in dealers’ inventory and generally require dealers to pay a floating rate. generally require customers to make
equal monthly payments over the life of the contract. Wholesale receivables are originated to finance new and used
vehicles
Debtheld in dealers’
consists inventory
primarily and
of short- generally
and long-termrequire dealers
unsecured to securitized
and pay a floating rate.
debt. Ford Credit’s term debt instruments
are principally fixed-rate and require fixed and equal interest payments over the life of the instrument and a single principal
Debt at
payment consists
maturity.primarily of short- and long-term unsecured and securitized debt. Ford Credit’s term debt instruments
are principally fixed-rate and require fixed and equal interest payments over the life of the instrument and a single principal
payment
Ford at maturity.
Credit’s interest rate risk management objective is to reduce volatility in its cash flows and volatility in its
economic value from changes in interest rates based on an established risk tolerance that may vary by market. Ford
Ford
Credit usesCredit’s interest
economic rate
value risk management
sensitivity objective
analysis and is to gap
re-pricing reduce volatility
analysis in its cash
to evaluate flows and
potential volatility
long-term in its of
effects
economic value from changes in interest rates based on an established risk tolerance that may
changes in interest rates. It then enters into interest rate swaps to convert portions of its floating-rate debt to fixed vary by market. Ford
or its
Credit uses
fixed-rate economic
debt value
to floating sensitivity
to ensure thatanalysis and re-pricing
Ford Credit’s exposuregap fallsanalysis to evaluate
within the established potential long-term
tolerances. Fordeffects
Creditofalso
changes
uses in interest
pre-tax cash flowrates. It then enters
sensitivity into
analysis to interest
monitor rate swaps
the level of to convert portions
near-term cash flowofexposure.
its floating-rate debt to cash
The pre-tax fixed flow
or its
fixed-rate debt
sensitivity to floating
analysis measuresto ensure that Ford
the changes Credit’s exposure
in expected cash flowsfalls within thewith
associated established tolerances.
Ford Credit’s Ford Credit also
interest-rate-sensitive
uses pre-tax
assets, cashand
liabilities, flowderivative
sensitivityfinancial
analysisinstruments
to monitor thefromlevel of near-term
hypothetical cash flow
changes exposure.
in interest rates The
overpre-tax cash flow
a twelve-month
sensitivityInterest
horizon. analysis measures
rate swaps are theplaced
changes in expected
to maintain cash flows
exposure within associated
approvedwith Ford Credit’s
thresholds and the interest-rate-sensitive
Asset-Liability
assets, liabilities,
Committee reviews andthederivative
re-pricingfinancial
mismatchinstruments
monthly. from hypothetical changes in interest rates over a twelve-month
horizon. Interest rate swaps are placed to maintain exposure within approved thresholds and the Asset-Liability
Committee
To providereviews the re-pricing
a quantitative measuremismatch
of themonthly.
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
To provide
interest a quantitative
rates across measure
all maturities of the sensitivity
(a “parallel shift”), as of itsas
well pre-tax cash
a base caseflow toassumes
that changes that
in interest rates,rates
all interest Fordremain
Credit
uses interest rate scenarios that assume a hypothetical, instantaneous increase or decrease of one percentage
constant at existing levels. In reality, interest rate changes are rarely instantaneous or parallel and rates could move more point in all
interest rates across all maturities (a “parallel shift”), as well as a base case that assumes that all interest
or less than the one percentage point assumed in Ford Credit’s analysis. As a result, the actual impact to pre-tax cash rates remain
constant
flow couldatbe
existing
higherlevels.
or lowerInthan
reality,
theinterest
results rate changes
detailed in theare rarely
table instantaneous
below. or parallel
These interest and ratesare
rate scenarios could move more
purely
or less than the one percentage point assumed in Ford Credit’s analysis.
hypothetical and do not represent Ford Credit’s view of future interest rate movements. As a result, the actual impact to pre-tax cash
flow could be higher or lower than the results detailed in the table below. These interest rate scenarios are purely
hypothetical and interest
Under these do not represent Ford Credit’s
rate scenarios, view expects
Ford Credit of futuremore
interest rate than
assets movements.
debt and liabilities to re-price in the next
twelve months. Other things being equal, this means that during a period of rising interest rates, the interest received on
FordUnder these
Credit’s interest
assets rate scenarios,
will increase Fordthe
more than Credit expects
interest paid more
on Fordassets thandebt,
Credit’s debt thereby
and liabilities
initiallytoincreasing
re-price inFord
the next
twelve
Credit’s pre-tax cash flow. During a period of falling interest rates, Ford Credit would expect its pre-tax cash flow to on
months. Other things being equal, this means that during a period of rising interest rates, the interest received
Ford Credit’s
initially assets
decrease. willCredit’s
Ford increasepre-tax
more than
cashtheflowinterest paidtooninterest
sensitivity Ford Credit’s debt, thereby
rate movement initially increasing
at December 31 was asFord
follows (in
Credit’s
millions): pre-tax cash flow. During a period of falling interest rates, Ford Credit would expect its pre-tax cash flow to
initially decrease. Ford Credit’s pre-tax cash flow sensitivity to interest rate movement at December 31 was as follows (in
Pre-Tax Cash Flow Sensitivity
millions): 2021 2022
One percentage point instantaneous increase in interest rates $ (76) $ 127
Pre-Tax Cash Flow Sensitivity 2021 2022
One percentage point instantaneous decrease in interest rates (a) 76 (127)
One percentage point instantaneous increase in interest rates $ (76) $ 127
__________
One percentage point instantaneous decrease in interest rates (a) 76 (127)
(a) Pre-tax cash flow sensitivity given a one percentage point decrease in interest rates requires an assumption of negative interest rates in markets
where
__________ existing interest rates are below one percent.
(a) Pre-tax cash flow sensitivity given a one percentage point decrease in interest rates requires an assumption of negative interest rates in markets
where
Whileexisting interest rates
the sensitivity are below
analysis one percent.
presented is Ford Credit’s best estimate of the impacts of the specified assumed interest
rate scenarios, its actual results could differ from those projected. The model Ford Credit uses to conduct this analysis is
While
heavily the sensitivity
dependent analysis presented
on assumptions. Embedded is Ford Credit’s
in the modelbest
are estimate of theregarding
assumptions impacts of
thethe specified assumed
reinvestment interest
of maturing
rate
asset principal, refinancing of maturing debt, replacement of maturing derivatives, exercise of options embedded in debtis
scenarios, its actual results could differ from those projected. The model Ford Credit uses to conduct this analysis
heavily dependent
and derivatives, andonpredicted
assumptions. Embedded
repayment in financing
of retail the modeland
areoperating
assumptions
lease regarding
contractsthe reinvestment
ahead of maturing
of contractual maturity.
asset principal, refinancing of maturing debt, replacement of maturing derivatives, exercise of options embedded
Ford Credit’s repayment projections ahead of contractual maturity are based on historical experience. If interest rates in debt
or
and derivatives, and predicted repayment of retail financing and operating lease contracts
other factors change, Ford Credit’s actual prepayment experience could be different than projected. ahead of contractual maturity.
Ford Credit’s repayment projections ahead of contractual maturity are based on historical experience. If interest rates or
other factors change, Ford Credit’s actual prepayment experience could be different than projected.

95

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk (Continued)

ItemForeign
7A. Quantitative
Currency andRisk.Qualitative Disclosures
Ford Credit’s policy isAbout Marketexposure
to minimize Risk (Continued)
to changes in currency exchange rates. To meet
funding objectives, Ford Credit borrows in a variety of currencies, principally U.S. dollars, Canadian dollars, euros,
Foreign
sterling, andCurrency Ford Ford
renminbi.Risk. CreditCredit’s policy is to
faces exposure tominimize
currency exposure
exchangetorates
changes in currency
if a mismatch exchange
exists betweenrates. To meet
the currency
funding objectives, Ford Credit borrows in a variety of currencies, principally U.S. dollars, Canadian dollars,
of receivables and the currency of the debt funding those receivables. When possible, receivables are funded with debt in euros,
sterling,
the sameand renminbi.
currency, Ford Credit
minimizing faces to
exposure exposure
exchange to rate
currency exchangeWhen
movements. ratesaifdifferent
a mismatch existsisbetween
currency the Credit
used, Ford currency
of receivables and the currency of the debt funding those receivables. When possible, receivables
may use foreign currency swaps and foreign currency forwards to convert substantially all of its foreign currency debtare funded with debt in
the same currency, minimizing exposure to exchange rate movements. When a different currency is used,
obligations to the local country currency of the receivables. As a result of this policy, Ford Credit believes its market risk Ford Credit
may use foreign
exposure, currency
relating swaps
to changes and foreign
in currency currency
exchange forwards
rates to convert
at December 31,substantially all of its foreign currency debt
2022, is insignificant.
obligations to the local country currency of the receivables. As a result of this policy, Ford Credit believes its market risk
exposure, relating
Derivative Fairto changes
Values. in net
The currency exchange
fair value of Fordrates at December
Credit’s derivative31, 2022, instruments
financial is insignificant.
at December 31, 2022 was
a liability of $2.0 billion, compared to an asset of $553 million at December 31, 2021. The decline in net fair value was
Derivative
driven by higherFair Values.
U.S. The
interest netand
rates fair avalue of Ford
stronger U.S.Credit’s
dollar. derivative financial instruments at December 31, 2022 was
a liability of $2.0 billion, compared to an asset of $553 million at December 31, 2021. The decline in net fair value was
driven by higher U.S.
COUNTERPARTY interest rates and a stronger U.S. dollar.
RISK

COUNTERPARTY
Counterparty risk RISK
relates to the loss we could incur if an obligor or counterparty defaulted on an investment or a
derivative contract. We enter into master agreements with counterparties that allow netting of certain exposures in order
Counterparty
to manage riskExposures
this risk. relates to the loss we
primarily could
relate to incur if an obligor
investments or counterparty
in fixed defaulted
income instruments andonderivative
an investment or a used
contracts
derivative contract. We enter into master agreements with counterparties that allow netting of certain
for managing interest rate, foreign currency exchange rate, and commodity price risk. We, together with Ford Credit, exposures in order
to manage this risk. Exposures primarily relate to investments in fixed income instruments
establish exposure limits for each counterparty to minimize risk and provide counterparty diversification.and derivative contracts used
for managing interest rate, foreign currency exchange rate, and commodity price risk. We, together with Ford Credit,
establish exposuretolimits
Our approach for each
managing counterparty
counterparty risktoisminimize risk andand
forward-looking provide counterparty
proactive, allowing diversification.
us to take risk mitigation
actions before risks become losses. Exposure limits are established based on our overall risk tolerance, which is
Our approach
calculated to managing
from counterparty counterparty
credit risk
ratings and is forward-looking
market-based credit and proactive,
default allowingspreads.
swap (“CDS”) us to take riskexposure
The mitigationlimits
actions
are before
lower risks become
for smaller losses. Exposure
and lower-rated limits are
counterparties, establishedthat
counterparties based
haveonrelatively
our overall risk tolerance,
higher CDS spreads,which is for
and
calculated
longer from
dated counterparty
exposures. Ourcredit ratings
exposures and
are market-based
monitored credit default
on a regular swap
basis and (“CDS”)
included in spreads. The exposure
periodic reports to our limits
are lower for smaller and lower-rated counterparties, counterparties that have relatively higher CDS spreads, and for
Treasurer.
longer dated exposures. Our exposures are monitored on a regular basis and included in periodic reports to our
Treasurer.
Substantially all of our counterparty exposures are with counterparties that have an investment grade rating.
Investment grade is our guideline for minimum counterparty long-term ratings.
Substantially all of our counterparty exposures are with counterparties that have an investment grade rating.
Investment grade isStatements
ITEM 8. Financial our guideline forSupplementary
and minimum counterparty
Data. long-term ratings.

ITEM 8. Financial
The Statements Registered
Report of Independent and Supplementary Data. Firm, our Financial Statements, the accompanying Notes to
Public Accounting
the Financial Statements, and the Financial Statement Schedule that are filed as part of this Report are listed under
“ItemThe
15.Report of and
Exhibits Independent
Financial Registered Public Accounting
Statement Schedules” and areFirm, our Financial
set forth beginningStatements,
on page 106 the accompanying
immediately Notesthe
following to
the Financial Statements, and
signature pages of this Report. the Financial Statement Schedule that are filed as part of this Report are listed under
“Item 15. Exhibits and Financial Statement Schedules” and are set forth beginning on page 106 immediately following the
signature pages of in
ITEM 9. Changes this
andReport.
Disagreements with Accountants on Accounting and Financial Disclosure.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.

None.

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ITEM 9A. 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) or 15d-15(e) of the Securities Exchange Act of 1934, as
amended (“Exchange Act”), as of December 31, 2022, 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.

Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f)
or 15d-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or because the degree of compliance with policies or procedures may
deteriorate.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an
assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022. The assessment
was based on criteria established in the framework Internal Control - Integrated Framework (2013), issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management
concluded that our internal control over financial reporting was effective as of December 31, 2022.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been
audited by PricewaterhouseCoopers LLP (PCAOB ID 238), an independent registered public accounting firm, as stated in
its report included herein.

Changes in Internal Control Over Financial Reporting. There were no changes in internal control over financial
reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

ITEM 9B. Other Information.

None.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III.

ITEM 10. Directors, Executive Officers of Ford, and Corporate Governance.

The information required by Item 10 regarding our directors is incorporated by reference from the information under
the captions “Proposal 1. Election of Directors,” “Corporate Governance – Beneficial Stock Ownership,” and “Corporate
Governance – Delinquent Section 16(a) Reports” in our Proxy Statement. The information required by Item 10 regarding
our executive officers appears as Item 4A under Part I of this Report. The information required by Item 10 regarding an
audit committee financial expert is incorporated by reference from the information under the caption “Corporate
Governance – Audit Committee Financial Expert and Auditor Rotation” in our Proxy Statement. The information required
by Item 10 regarding the members of our Audit Committee of the Board of Directors is incorporated by reference from the
information under the captions “Proxy Summary,” “Corporate Governance – Board Committee Functions,” “Corporate
Governance – Audit Committee Financial Expert and Auditor Rotation,” and “Proposal 1. Election of Directors” in our
Proxy Statement. The information required by Item 10 regarding the Audit Committee’s review and discussion of the
audited financial statements is incorporated by reference from information under the caption “Audit Committee Report” in
our Proxy Statement. The information required by Item 10 regarding our codes of ethics is incorporated by reference from
the information under the caption “Corporate Governance – Codes of Ethics” in our Proxy Statement. In addition, we have
included in Item 1 instructions for how to access our codes of ethics on our website and our Internet address.
Amendments to, and waivers granted under, our Code of Ethics for Senior Financial Personnel, if any, will be posted to
our website as well.

ITEM 11. Executive Compensation.

The information required by Item 11 is incorporated by reference from the information under the following captions in
our Proxy Statement: “Director Compensation in 2022,” “Compensation Discussion and Analysis,” “Compensation
Committee Report,” “Compensation Committee Interlocks and Insider Participation,” “Compensation of Named
Executives,” “Summary Compensation Table,” “Grants of Plan-Based Awards in 2022,” “Outstanding Equity Awards at
2022 Fiscal Year-End,” “Option Exercises and Stock Vested in 2022,” “Pension Benefits in 2022,” “Nonqualified Deferred
Compensation in 2022,” “Potential Payments Upon Termination or Change-in-Control,” and “Pay Ratio.”

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by Item 12 is incorporated by reference from the information under the captions “Equity
Compensation Plan Information” and “Corporate Governance – Beneficial Stock Ownership” in our Proxy Statement.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by Item 13 is incorporated by reference from the information under the captions “Corporate
Governance – Certain Relationships and Related Party Transactions” and “Corporate Governance – Independence of
Directors and Relevant Facts and Circumstances” in our Proxy Statement.

ITEM 14. Principal Accounting Fees and Services.

The information required by Item 14 is incorporated by reference from the information under the caption “Proposal 2.
Ratification of Independent Registered Public Accounting Firm” in our Proxy Statement.

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PART IV.

ITEM 15. Exhibits and Financial Statement Schedules.

(a) 1. Financial Statements – Ford Motor Company and Subsidiaries

The following are contained in this 2022 Form 10-K Report:

• Report of Independent Registered Public Accounting Firm.

• Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2021, and 2022.

• Consolidated Income Statements for the years ended December 31, 2020, 2021, and 2022.

• Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2021, and
2022.

• Consolidated Balance Sheets at December 31, 2021 and 2022.

• Consolidated Statements of Equity for the years ended December 31, 2020, 2021, and 2022.

• Notes to the Financial Statements.

The Report of Independent Registered Public Accounting Firm, the Consolidated Financial Statements, and the Notes
to the Financial Statements listed above are filed as part of this Report and are set forth beginning on page 106
immediately following the signature pages of this Report.

(a) 2. Financial Statement Schedules


Designation Description
Schedule II Valuation and Qualifying Accounts for the years ended 2019, 2020, and 2021

Schedule II is filed as part of this Report and is set forth on page 179 immediately following the Notes to the Financial
Statements referred to above. The other schedules are omitted because they are not applicable, the information required
to be contained in them is disclosed elsewhere on our Consolidated Financial Statements, or the amounts involved are
not sufficient to require submission.

(a) 3. Exhibits
Designation Description Method of Filing
Exhibit 3-A Restated Certificate of Incorporation, dated Filed as Exhibit 3-A to our Annual Report on Form 10-K for the
August 2, 2000. year ended December 31, 2000. (a)
Exhibit 3-A-1 Certificate of Designations of Series A Junior Participating Filed as Exhibit 3.1 to our Current Report on Form 8-K filed
Preferred Stock filed on September 11, 2009. September 11, 2009. (a)
Exhibit 3-B By-laws. Filed as Exhibit 3.1 to our Form 8-K filed on December 9, 2022.
(a)
Exhibit 4-A Tax Benefit Preservation Plan (“TBPP”) dated Filed as Exhibit 4.1 to our Current Report on Form 8-K filed
September 11, 2009 between Ford Motor Company and September 11, 2009. (a)
Computershare Trust Company, N.A.
Exhibit 4-A-1 Amendment No. 1 to TBPP dated September 11, 2012. Filed as Exhibit 4 to our Current Report on Form 8-K filed
September 12, 2012. (a)
Exhibit 4-A-2 Amendment No. 2 to TBPP dated September 9, 2015. Filed as Exhibit 4 to our Current Report on Form 8-K filed
September 11, 2015. (a)
Exhibit 4-A-3 Amendment No. 3 to TBPP dated September 13, 2018. Filed as Exhibit 4 to our Current Report on Form 8-K filed
September 14, 2018. (a)
Exhibit 4-A-4 Amendment No. 4 to TBPP dated September 9, 2021. Filed as Exhibit 4 to our Current Report on Form 8-K filed
September 10, 2021. (a)
Exhibit 4-B Description of Securities. Filed with this Report.
Exhibit 10-A Executive Separation Allowance Plan, as amended and Filed as Exhibit 10.1 to our Current Report on Form 8-K filed
restated effective as of January 1, 2018. (b) February 7, 2018. (a)
Exhibit 10-B Deferred Compensation Plan for Non-Employee Directors, Filed as Exhibit 10-B to our Annual Report on Form 10-K for the
as amended and restated as of January 1, 2012. (b) year ended December 31, 2011. (a)
Exhibit 10-C 2014 Stock Plan for Non-Employee Directors (b) Filed as Exhibit 10-C to our Annual Report on Form 10-K for the
year ended December 31, 2013. (a)

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Designation Description Method of Filing
Exhibit 10-D Benefit Equalization Plan, as amended and restated Filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the
effective as of January 1, 2022. (b) quarter ended March 31, 2022. (a)
Exhibit 10-E Description of financial counseling services provided to Filed as Exhibit 10-E to our Annual Report on Form 10-K for the
certain executives. (b) year ended December 31, 2019. (a)
Exhibit 10-F Defined Benefit Supplemental Executive Retirement Plan, Filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the
as amended and restated effective as of January 1, 2022. quarter ended March 31, 2022. (a)
(b)
Exhibit 10-F-1 Defined Contribution Supplemental Executive Retirement Filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q for the
Plan, as amended and restated effective as of quarter ended March 31, 2022. (a)
January 1, 2022. (b)
Exhibit 10-G Description of Director Compensation as of July 13, 2006. Filed as Exhibit 10-G-3 to our Quarterly Report on Form 10-Q for
(b) the quarter ended September 30, 2006. (a)
Exhibit 10-G-1 Amendment to Description of Director Compensation as of Filed as Exhibit 10-F-3 to our Annual Report on Form 10-K for the
February 8, 2012. (b) year ended December 31, 2011. (a)
Exhibit 10-G-2 Amendment to Description of Director Compensation as of Filed as Exhibit 10-G-2 to our Annual Report on Form 10-K for the
July 1, 2013. (b) year ended December 31, 2013. (a)
Exhibit 10-G-3 Amendment to Description of Director Compensation as of Filed as Exhibit 10-G-3 to our Annual Report on Form 10-K for the
January 1, 2017. (b) year ended December 31, 2016. (a)
Exhibit 10-H 2008 Long-Term Incentive Plan. (b) Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2008. (a)
Exhibit 10-I Description of Vehicle Evaluation Program for Non- Filed as Exhibit 10-I to our Annual Report on Form 10-K for the
Executive Directors. (b) year ended December 31, 2021. (a)
Exhibit 10-J Non-Employee Directors Life Insurance and Optional Filed as Exhibit 10-I to our Annual Report on Form 10-K for the
Retirement Plan as amended and restated as of year ended December 31, 2010. (a)
December 31, 2010. (b)
Exhibit 10-K Description of Non-Employee Directors Accidental Death, Filed as Exhibit 10-S to our Annual Report on Form 10-K for the
Dismemberment and Permanent Total Disablement year ended December 31, 1992. (a)
Indemnity. (b)
Exhibit 10-K-1 Description of Amendment to Basic Life Insurance and Filed as Exhibit 10-K-1 to our Annual Report on Form 10-K for the
Accidental Death & Dismemberment Insurance. (b) year ended December 31, 2013. (a)
Exhibit 10-L Agreement between Ford Motor Company and Jon M. Filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the
Huntsman, Jr. dated April 12, 2021. (b) quarter ended March 31, 2021. (a)
Exhibit 10-M Offer Letter to Michael Amend dated August 16, 2021. (b) Filed as Exhibit 10-M to our Annual Report on Form 10-K for the
year ended December 31, 2021. (a)
Exhibit 10-N Offer Letter to Doug Field dated August 26, 2021. (b) Filed as Exhibit 10-N to our Annual Report on Form 10-K for the
year ended December 31, 2021. (a)
Exhibit 10-O Agreement between Ford Motor Company and James D. Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the
Farley, Jr. dated August 3, 2020. (b) quarter ended September 30, 2020. (a)
Exhibit 10-P Select Retirement Plan, as amended and restated Filed as Exhibit 10.4 to our Current Report on Form 8-K filed
effective as of January 1, 2018. (b) February 7, 2018. (a)
Exhibit 10-Q Deferred Compensation Plan, as amended and restated Filed as Exhibit 10-M to our Annual Report on Form 10-K for the
as of December 31, 2010. (b) year ended December 31, 2010. (a)
Exhibit 10-Q-1 Suspension of Open Enrollment in Deferred Filed as Exhibit 10-M-1 to our Annual Report on Form 10-K for the
Compensation Plan. (b) year ended December 31, 2009. (a)
Exhibit 10-R Annual Incentive Compensation Plan, as amended and Filed with this Report.
restated effective as of January 1, 2023. (b)
Exhibit 10-R-1 Annual Incentive Compensation Plan Metrics for 2021. (b) Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2021. (a)
Exhibit 10-R-2 Annual Incentive Compensation Plan Metrics for 2022. (b) Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2022. (a)
Exhibit 10-R-3 Performance-Based Restricted Stock Unit Metrics for Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the
2019. (b) quarter ended March 31, 2019. (a)
Exhibit 10-R-4 Performance-Based Restricted Stock Unit Metrics for Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the
2020. (b) quarter ended March 31, 2020. (a)
Exhibit 10-R-5 Performance-Based Restricted Stock Unit Metrics for Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the
2021. (b) quarter ended March 31, 2021. (a)
Exhibit 10-R-6 Performance-Based Restricted Stock Unit Metrics for Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the
2022. (b) quarter ended March 31, 2022. (a)
Exhibit 10-R-7 Executive Compensation Recoupment Policy. (b) Filed as Exhibit 10-N-8 to our Annual Report on Form 10-K for the
year ended December 31, 2010. (a)
Exhibit 10-S 2018 Long-Term Incentive Plan. (b) Filed as Exhibit 4.1 to Registration Statement No. 333-226348. (a)
Exhibit 10-S-1 Form of Stock Option Terms and Conditions for Long-Term Filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the
Incentive Plan. (b) quarter ended September 30, 2020. (a)
Exhibit 10-S-2 Form of Stock Option Agreement for Long-Term Incentive Filed as Exhibit 10-P-3 to our Annual Report on Form 10-K for the
Plan. (b) year ended December 31, 2017. (a)
Exhibit 10-S-3 Form of Stock Option Agreement (ISO) for Long-Term Filed as Exhibit 10-P-4 to our Annual Report on Form 10-K for the
Incentive Plan. (b) year ended December 31, 2017. (a)
Exhibit 10-S-4 Form of Stock Option Agreement (U.K. NQO) for Long- Filed as Exhibit 10-P-5 to our Annual Report on Form 10-K for the
Term Incentive Plan. (b) year ended December 31, 2017. (a)

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Designation Description Method of Filing
Exhibit 10-S-5 Form of Stock Option (U.K.) Terms and Conditions for Filed as Exhibit 10-R-5 to our Annual Report on Form 10-K for the
Long-Term Incentive Plan. (b) year ended December 31, 2020. (a)
Exhibit 10-S-6 Form of Restricted Stock Grant Letter. (b) Filed as Exhibit 10-P-7 to our Annual Report on Form 10-K for the
year ended December 31, 2017. (a)
Exhibit 10-S-7 Form of Final Award Notification Letter for Performance- Filed as Exhibit 10-P-8 to our Annual Report on Form 10-K for the
Based Restricted Stock Units. (b) year ended December 31, 2017. (a)
Exhibit 10-S-8 Form of Annual Equity Grant Letter V.1. (b) Filed as Exhibit 10-P-9 to our Annual Report on Form 10-K for the
year ended December 31, 2017. (a)
Exhibit 10-S-9 Form of Annual Equity Grant Letter V.2. (b) Filed as Exhibit 10-P-10 to our Annual Report on Form 10-K for
the year ended December 31, 2017. (a)
Exhibit 10-S-10 Form of Long-Term Incentive Plan Restricted Stock Unit Filed as Exhibit 10-P-11 to our Annual Report on Form 10-K for
Agreement. (b) the year ended December 31, 2017. (a)
Exhibit 10-S-11 Form of Long-Term Incentive Plan Retention Restricted Filed as Exhibit 10-S-11 to our Annual Report on Form 10-K for
Stock Unit Agreement (b) the year ended December 31, 2021. (a)
Exhibit 10-S-12 Long-Term Incentive Plan Restricted Stock Unit Terms and Filed as Exhibit 10-P-12 to our Annual Report on Form 10-K for
Conditions. (b) the year ended December 31, 2017. (a)
Exhibit 10-S-13 Form of Final Award Agreement for Performance-Based Filed as Exhibit 10-P-13 to our Annual Report on Form 10-K for
Restricted Stock Units under Long-Term Incentive Plan. the year ended December 31, 2017. (a)
(b)
Exhibit 10-S-14 Form of Final Award Terms and Conditions for Filed as Exhibit 10-P-14 to our Annual Report on Form 10-K for
Performance-Based Restricted Stock Units under Long- the year ended December 31, 2017. (a)
Term Incentive Plan. (b)
Exhibit 10-S-15 Form of Notification Letter for Time-Based Restricted Filed as Exhibit 10-P-15 to our Annual Report on Form 10-K for
Stock Units. (b) the year ended December 31, 2017. (a)
Exhibit 10-T Description of Company Practices regarding Club Filed as Exhibit 10-V to our Annual Report on Form 10-K for the
Memberships for Executives. (b) year ended December 31, 2021. (a)
Exhibit 10-U Amended and Restated Credit Agreement dated as of Filed as Exhibit 99.2 to our Current Report on Form 8-K filed
November 24, 2009. November 25, 2009. (a)
Exhibit 10-U-1 Seventh Amendment dated as of March 15, 2012 to our Filed as Exhibit 99.2 to our Current Report on Form 8-K filed
Credit Agreement dated as of December 15, 2006, as March 15, 2012. (a)
amended and restated as of November 24, 2009, and as
further amended.
Exhibit 10-U-2 Ninth Amendment dated as of April 30, 2013 to our Credit Filed as Exhibit 10 to our Quarterly Report on Form 10-Q for the
Agreement dated as of December 15, 2006, as amended quarter ended March 31, 2013. (a)
and restated as of November 24, 2009, and as further
amended.
Exhibit 10-U-3 Tenth Amendment dated as of April 30, 2014 to our Credit Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the
Agreement dated as of December 15, 2006, as amended quarter ended March 31, 2014. (a)
and restated as of November 24, 2009, and as further
amended.
Exhibit 10-U-4 Eleventh Amendment dated as of April 30, 2015 to our Filed as Exhibit 10.1 to our Current Report on Form 8-K filed
Credit Agreement dated as of December 15, 2006, as May 1, 2015. (a)
amended and restated as of November 24, 2009, as
amended and restated as of April 30, 2014, and as further
amended, including the Third Amended and Restated
Credit Agreement.
Exhibit 10-U-5 Twelfth Amendment dated as of April 29, 2016 to our Filed as Exhibit 10 to our Current Report on Form 8-K filed
Credit Agreement dated as of December 15, 2006, as April 29, 2016. (a)
amended and restated as of November 24, 2009, as
amended and restated as of April 30, 2014, and as further
amended and restated as of April 30, 2015.
Exhibit 10-U-6 Thirteenth Amendment dated as of April 28, 2017 to our Filed as Exhibit 10 to our Current Report on Form 8-K filed
Credit Agreement dated as of December 15, 2006, as April 28, 2017. (a)
amended and restated as of November 24, 2009, as
amended and restated as of April 30, 2014, and as further
amended and restated as of April 30, 2015.
Exhibit 10-U-7 Fourteenth Amendment dated as of April 26, 2018 to our Filed as Exhibit 10 to our Current Report on Form 8-K filed
Credit Agreement dated as of December 15, 2006, as April 26, 2018. (a)
amended and restated as of November 24, 2009, as
amended and restated as of April 30, 2014, and as further
amended and restated as of April 30, 2015.
Exhibit 10-U-8 Fifteenth Amendment dated as of April 23, 2019 to our Filed as Exhibit 10.1 to our Current Report on Form 8-K filed
Credit Agreement dated as of December 15, 2006, as April 26, 2019. (a)
amended and restated as of November 24, 2009, as
amended and restated as of April 30, 2014, and as further
amended and restated as of April 30, 2015.
Exhibit 10-U-9 Sixteenth Amendment dated as of July 27, 2020 to our Filed as Exhibit 10.1 to our Current Report on Form 8-K filed
Credit Agreement dated as of December 15, 2006, as July 30, 2020. (a)
amended and restated as of November 24, 2009, as
amended and restated as of April 30, 2014, and as further
amended and restated as of April 30, 2015.

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Designation Description Method of Filing
Exhibit 10-U-10 Seventeenth Amendment dated as of March 16, 2021 to Filed as Exhibit 10.1 to our Current Report on Form 8-K filed
our Credit Agreement dated as of December 15, 2006, as March 17, 2021. (a)
amended and restated as of November 24, 2009, as
amended and restated as of April 30, 2014, and as further
amended and restated as of April 30, 2015.
Exhibit 10-U-11 Eighteenth Amendment dated as of September 29, 2021 Filed as Exhibit 10.1 to our Current Report on Form 8-K filed
to our Credit Agreement dated as of December 15, 2006, September 29, 2021. (a)
as amended and restated as of November 24, 2009, as
amended and restated as of April 30, 2014, as amended
and restated as of April 30, 2015, and as further
amended, including the Fourth Amended and Restated
Credit Agreement.
Exhibit 10-U-12 Nineteenth Amendment dated as of June 23, 2022 to our Filed as Exhibit 10.1 to our Current Report on Form 8-K filed
Credit Agreement dated as of December 15, 2006, as June 23, 2022. (a)
amended and restated as of November 24, 2009, as
amended and restated as of April 30, 2014, as amended
and restated as of April 30, 2015, and as further
amended, including the Fourth Amended and Restated
Credit Agreement.
Exhibit 10-V Revolving Credit Agreement dated as of April 23, 2019. Filed as Exhibit 10.2 to our Current Report on Form 8-K filed
April 26, 2019. (a)
Exhibit 10-V-1 First Amendment dated July 27, 2020 to the Revolving Filed as Exhibit 10.2 to our Current Report on Form 8-K filed
Credit Agreement dated April 23, 2019. July 30, 2020. (a)
Exhibit 10-V-2 Second Amendment dated March 16, 2021 to the Filed as Exhibit 10.2 to our Current Report on Form 8-K filed
Revolving Credit Agreement dated April 23, 2019. March 17, 2021. (a)
Exhibit 10-V-3 Third Amendment dated September 29, 2021 to the Filed as Exhibit 10.2 to our Current Report on Form 8-K filed
Revolving Credit Agreement dated April 23, 2019, and as September 29, 2021. (a)
further amended, including the First Amended and
Restated Revolving Credit Agreement.
Exhibit 10-V-4 Fourth Amendment dated June 23, 2022 to the Revolving Filed as Exhibit 10.2 to our Current Report on Form 8-K filed
Credit Agreement dated April 23, 2019, and as further June 23, 2022. (a)
amended, including the First Amended and Restated
Revolving Credit Agreement.
Exhibit 10-W 364-Day Revolving Credit Agreement dated as of Filed as Exhibit 10.3 to our Current Report on Form 8-K filed
June 23, 2022. June 23, 2022. (a)
Exhibit 10-W-1 First Amendment dated October 26, 2022 to the 364-Day Filed as Exhibit 10 to our Current Report on Form 8-K filed
Revolving Credit Agreement dated as of June 23, 2022. October 28, 2022. (a)
Exhibit 21 List of Subsidiaries of Ford as of January 31, 2023. Filed with this Report.
Exhibit 23 Consent of Independent Registered Public Accounting Filed with this Report.
Firm.
Exhibit 24 Powers of Attorney. 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 (c)
S-T formatted in Inline Extensible Business Reporting
Language (“Inline XBRL”).
Exhibit 101.SCH XBRL Taxonomy Extension Schema Document. (c)
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase (c)
Document.
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document. (c)
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase (c)
Document.
Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. (c)
Exhibit 104 Cover Page Interactive Data File (formatted in Inline XBRL (c)
contained in Exhibit 101).
__________
(a) Incorporated by reference as an exhibit to this Report (file number reference 1-3950, unless otherwise indicated).
(b) Management contract or compensatory plan or arrangement.
(c) Submitted electronically with this Report in accordance with the provisions of Regulation S-T.

Instruments defining the rights of holders of certain issues of long-term debt of Ford and of certain consolidated
subsidiaries and of any unconsolidated subsidiary, for which financial statements are required to be filed with this Report,
have not been filed as exhibits to this Report because the authorized principal amount of any one of such issues does not
exceed 10% of the total assets of Ford and our subsidiaries on a consolidated basis. Ford agrees to furnish a copy of
each of such instrument to the Securities and Exchange Commission upon request.

102

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ITEM 16. Form 10-K Summary.

None.

103

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Ford 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: February 2, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed
below by the following persons on behalf of Ford and in the capacities on the date indicated:
Signature Title Date

/s/ WILLIAM CLAY FORD, JR. Director, Chair of the Board, Executive Chair, Chair of the February 2, 2023
William Clay Ford, Jr. Office of the Chair and Chief Executive, and Chair of the
Finance Committee

/s/ JAMES D. FARLEY, JR. Director, President and Chief Executive Officer February 2, 2023
James D. Farley, Jr. (principal executive officer)

KIMBERLY A. CASIANO* Director February 2, 2023


Kimberly A. Casiano

ALEXANDRA FORD ENGLISH* Director February 2, 2023


Alexandra Ford English

HENRY FORD III* Director February 2, 2023


Henry Ford III

WILLIAM W. HELMAN IV* Director and Chair of the Sustainability, Innovation and February 2, 2023
William W. Helman IV Policy Committee

JON M. HUNTSMAN, JR.* Director February 2, 2023


Jon M. Huntsman, Jr.

WILLIAM E. KENNARD* Director and Chair of the Nominating and Governance February 2, 2023
William E. Kennard Committee

JOHN C. MAY II* Director February 2, 2023


John C. May II

BETH E. MOONEY* Director February 2, 2023


Beth E. Mooney

LYNN VOJVODICH RADAKOVICH* Director and Chair of the Compensation, Talent and February 2, 2023
Lynn Vojvodich Radakovich Culture Committee

JOHN L. THORNTON* Director February 2, 2023


John L. Thornton

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Signature Title Date

JOHN B. VEIHMEYER* Director and Chair of the Audit Committee February 2, 2023
John B. Veihmeyer

JOHN S. WEINBERG* Director February 2, 2023


John S. Weinberg

/s/ JOHN T. LAWLER Chief Financial Officer February 2, 2023


John T. Lawler (principal financial officer)

/s/ CATHY O’CALLAGHAN Controller February 2, 2023


Cathy O’Callaghan (principal accounting officer)

*By: /s/ JONATHAN E. OSGOOD February 2, 2023


Jonathan E. Osgood
Attorney-in-Fact

105

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Report of Independent


Stockholders Registered
of Ford Motor CompanyPublic Accounting Firm

To the Board
Opinions on of
theDirectors
Financialand Stockholders
Statements andof Internal
Ford Motor Company
Control over Financial Reporting

Opinions on the the


We have audited Financial Statements
accompanying and Internal
consolidated Control
balance sheets over Financial
of Ford MotorReporting
Company and its subsidiaries
(the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of income, of
We have auditedincome,
comprehensive the accompanying
of equity andconsolidated
of cash flows balance sheets
for each of theofthree
Fordyears
MotorinCompany
the periodand its subsidiaries
ended December 31, 2022,
(the “Company”) as of December 31, 2022 and 2021, and the related consolidated
including the related notes and financial statement schedule listed in the index appearing under Item statements of income, of (collectively
15(a)(2)
comprehensive income, of equity and of cash flows for each of the three years in the period
referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over ended December 31, 2022,
financial
including the related notes and financial statement schedule listed in the index appearing under Item
reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued 15(a)(2) (collectively
referred to as the “consolidated
by the Committee of Sponsoringfinancial statements”).
Organizations We also have
of the Treadway audited (COSO).
Commission the Company’s internal control over financial
reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued
by the opinion,
In our Committee the of Sponsoringfinancial
consolidated Organizations of thereferred
statements Treadway Commission
to above present(COSO).
fairly, in all material respects, the financial
position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each
In
of our opinion,
the three yearsthe in
consolidated financial
the period ended statements
December 31, referred to above present
2022 in conformity fairly, in allprinciples
with accounting material respects,
generally the financial
accepted in
position of the Company as of December 31, 2022 and 2021, and the results of its operations and
the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal its cash flows for each
of the three
control over years in the
financial period as
reporting ended December
of December 31,
31, 2022based
2022, in conformity with
on criteria accountinginprinciples
established generally
Internal Control accepted in
- Integrated
the United States
Framework (2013)ofissued
America. Also
by the in our opinion, the Company maintained, in all material respects, effective internal
COSO.
control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated
Framework (2013) issued
Change in Accounting by the COSO.
Principle

Change in Accounting
As discussed Principle
in Note 10 to the consolidated financial statements, the Company changed the manner in which it accounts
for credit losses in 2020.
As discussed in Note 10 to the consolidated financial statements, the Company changed the manner in which it accounts
for credit
Basis forlosses in 2020.
Opinions

Basis for Opinions


The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
The Company’s
included management
in Management’s is responsible
Report on Internalfor theseOver
Control consolidated
Financialfinancial
Reporting statements,
appearingfor maintaining
under Item 9A.effective
Our internal
control over financial reporting, and for its assessment of the effectiveness of internal control
responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal over financial reporting,
included in Management’s
control over financial reportingReport
basedon Internal ControlWe
on our audits. Over areFinancial
a public Reporting
accountingappearing underwith
firm registered Itemthe9A.Public
Our Company
responsibility is to express opinions on the Company’s consolidated financial statements
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company and on the Company's internal in
control over financial reporting based on our audits. We are a public accounting firm registered
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange with the Public Company
Accounting
CommissionOversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
and the PCAOB.
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission
We conducted andourthe PCAOB.
audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of
We conducted
material our audits
misstatement, in accordance
whether withor
due to error thefraud,
standards of the PCAOB.
and whether effective Those
internalstandards
control overrequire that we
financial plan and
reporting was
perform the audits to obtain
maintained in all material respects. reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was
maintained
Our audits of in the
all material respects.
consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
Our audits
respond to of
thosethe consolidated financial statements
risks. Such procedures included performing
included examining, procedures
on a test basis, evidenceto assess the risks
regarding of material
the amounts and
misstatement of the consolidated financial statements, whether due to error or fraud, and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles performing procedures that
used
respond to those risks. Such procedures included examining, on a test basis, evidence
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated regarding the amounts and
disclosures in the consolidated
financial statements. Our audit financial
of internalstatements.
control overOur auditsreporting
financial also included evaluating
included obtainingtheanaccounting principles
understanding used
of internal
and significant
control estimates
over financial made assessing
reporting, by management,the riskas well
that as evaluating
a material weaknessthe overall
exists,presentation
and testing and of the consolidated
evaluating the design
financial statements.
and operating Our audit
effectiveness of internal
of internal control
control basedover
onfinancial reporting
the assessed risk.included obtaining
Our audits an understanding
also included performingofsuchinternal
control over financial
other procedures as wereporting, assessing
considered necessarythe risk thatcircumstances.
in the a material weakness exists,that
We believe andour testing
auditsand evaluating
provide the design
a reasonable
and
basisoperating effectiveness of internal control based on the assessed risk. Our audits also included performing such
for our opinions.
other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.

106

106

191177_Ford_2022_AR_1OK_R1.indd 110 2/6/23 1:36 PM


Definition and Limitations of Internal Control over Financial Reporting
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
A company’s
reliability internalreporting
of financial control over andfinancial reportingofisfinancial
the preparation a process designedfor
statements to external
provide reasonable
purposes inassurance accordance regarding
with the
reliability of financial reporting and the preparation of financial statements for
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and external purposes in accordance with
generally
procedures accepted accounting
that (i) pertain to theprinciples.
maintenance A company’s
of recordsinternal that, in control
reasonable over detail,
financial reportingand
accurately includes those policies
fairly reflect the and
procedures that (i) pertain to the maintenance of records that, in reasonable
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are detail, accurately and fairly reflect the
transactions and dispositions
recorded as necessary to permitof the assets ofof
preparation the company;
financial (ii) provide
statements reasonable assurance
in accordance with generally thataccepted
transactions are
accounting
recorded as necessary to permit preparation of financial statements in accordance
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of with generally accepted accounting
principles,
management andand thatdirectors
receiptsof andtheexpenditures
company; and of the company
(iii) provide are being assurance
reasonable made only regarding
in accordance with authorizations
prevention or timely of
management and directors of the company; and (iii) provide reasonable assurance
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
Because
projections of of
itsany
inherent limitations,
evaluation internal control
of effectiveness to futureoverperiods
financial reporting
are subject may to thenot riskprevent or detect
that controls may misstatements.
become Also,
projections of any evaluation of effectiveness to future periods are subject
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may to the risk that controls may become
inadequate
deteriorate. because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Critical Audit Matters
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated
The critical
financial audit matters
statements communicated
that were communicated beloworare matters
required toarising from the current
be communicated to theperiod
audit audit
committee of the andconsolidated
that (i) relate to
financial
accountsstatements
or disclosures thatthat
were arecommunicated
material to theorconsolidated
required to be communicated
financial statements to the
andaudit committee
(ii) involved our and that (i) relate to
especially
accounts
challenging, or disclosures
subjective, or that are material
complex to the consolidated
judgments. The communication financialofstatements
critical audit and (ii) involved
matters does not ouralter
especially
in any way our
challenging,
opinion on the subjective,
consolidated or complex
financialjudgments.
statements,The takencommunication
as a whole, and of critical
we areaudit not, matters does not alter
by communicating the in any way
critical auditour
opinion
matters on the consolidated
below, providing separatefinancial statements,
opinions on thetaken criticalasaudita whole,
mattersandor weonare thenot, by communicating
accounts or disclosures thetocritical
which audit they
matters
relate. below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they
relate.
Ford Credit Consumer Finance Receivables Allowance for Credit Losses
Ford Credit Consumer Finance Receivables Allowance for Credit Losses
As described in Note 10 to the consolidated financial statements, the Company had consumer finance receivables of
As described
$71,414 in Note
million, 10 toathe
for which consolidated
consumer allowance financial statements,
for credit losses the Company
of $838 millionhad wasconsumer
recordedfinance receivables
as of December 31,of2022.
$71,414 million, for which a consumer allowance for credit losses of $838
The consumer allowance for credit losses represents management’s estimate of the lifetime expected credit losses million was recorded as of December 31, 2022.
The consumer allowance for credit losses represents management’s estimate
inherent in the consumer finance receivables as of the balance sheet date. For consumer receivables that share similar of the lifetime expected credit losses
inherent in the consumer
risk characteristics, finance receivables
management estimates the aslifetime
of the balance
expected sheet
credit date.
lossesForbased
consumer receivables
on a collective that share using
assessment similar
risk characteristics, management estimates the lifetime expected credit
measurement models and management judgment. The lifetime expected credit losses for the receivables is determined losses based on a collective assessment using
measurement models and
by applying probability management
of default and lossjudgment.
given default Theassumptions
lifetime expected credit expected
to monthly losses forexposures,
the receivables then is determined
discounting
by applying probability of default and loss given default assumptions to monthly
these cash flows to present value using the receivable’s original effective interest rate or the current effective interest rate expected exposures, then discounting
these cash flows
for a variable ratetoreceivable.
present value using the receivable’s
If management does not believe originalthe effective
modelsinterest
reflect rate
lifetime or the currentcredit
expected effectivelosses interest rate
for the
for a variable rate receivable. If management does not believe the models
portfolio, an adjustment is made to reflect management judgment regarding qualitative factors including economic reflect lifetime expected credit losses for the
portfolio,
uncertainty, an observable
adjustment changes
is made to in reflect
portfolio management
performance, judgment
and other regarding
relevantqualitative
factors. factors including economic
uncertainty, observable changes in portfolio performance, and other relevant factors.
The principal considerations for our determination that performing procedures relating to the Ford Credit consumer finance
The principalallowance
receivables considerations for our
for credit losses determination
is a critical that auditperforming
matter areprocedures
(i) the significantrelating to the Ford
judgment Credit consumer
by management in finance
receivables allowance for credit losses is a critical audit matter are (i) the
determining the consumer finance receivables allowance for credit losses; (ii) a high degree of auditor judgment, significant judgment by management in
determining the consumer finance receivables allowance for credit losses; (ii)
subjectivity and effort in performing procedures and evaluating audit evidence relating to the probability of default and lossa high degree of auditor judgment,
subjectivity
given default and effort in performing
assumptions proceduresjudgment
and management’s and evaluating regarding audit evidencefactors;
qualitative relatingand to the(iii)probability
the audit effort of default
involvedand the
loss
given default assumptions and management’s
use of professionals with specialized skill and knowledge. judgment regarding qualitative factors; and (iii) the audit effort involved the
use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
Addressing
overall opinion the on matter involved performing
the consolidated financialprocedures
statements.and evaluating
These proceduresaudit evidence
included testing in connection with forming
the effectiveness of our
controls
overall
relatingopinion on the consolidated
to the Company’s determination financial
of the statements.
consumer These financeprocedures
receivablesincluded allowance testing the effectiveness
for credit losses. These of controls
relating
procedures to the
alsoCompany’s
included, determination
among others of (i) the consumer
testing management’sfinance receivables
process forallowancedetermining forthe
credit losses. finance
consumer These
procedures
receivables also included,
allowance among
for credit others(ii)
losses; (i) evaluating
testing management’s
the appropriateness process of forthedetermining
models used the consumer
to determine finance
the allowance;
receivables
(iii) evaluating allowance for credit losses;
the reasonableness of the(ii) evaluating
probability ofthe appropriateness
default and loss given of the models
default used to determine
assumptions; (iv) testing thethe allowance;
data
(iii)
used evaluating the reasonableness
in the models; and (v) evaluating of the theprobability
reasonableness of default and loss given judgment
of management’s default assumptions; (iv) testingfactors
regarding qualitative the data
used
related in to
theeconomic
models; and (v) evaluating
uncertainty, observablethe reasonableness
changes in portfolio of management’s
performance,judgment and otherregarding qualitative
relevant factors. factors
Professionals
related to economic
with specialized skill uncertainty,
and knowledge observable
were used changes
to assist in portfolio performance,
in performing and other
the procedures relevantin
described factors. Professionals
(i) through (v).
with specialized skill and knowledge were used to assist in performing the procedures described in (i) through (v).

107
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191177_Ford_2022_AR_1OK_R1.indd 111 2/6/23 1:36 PM


Warranty and Field Service Actions Accrual (United States)
Warranty and Field Service Actions Accrual (United States)
As described in Note 25 to the consolidated financial statements, the Company had an accrual for estimated future
As described
warranty and in Note
field 25 toaction
service the consolidated
costs, net offinancial statements,
estimated the Company
supplier recoveries had an accrual”),
(“warranty accrual forofestimated futureas of
$9,193 million
warranty and field service action costs, net of estimated supplier recoveries (“warranty accrual”), of
December 31, 2022, of which the United States comprises a significant portion. Management accrues the estimated $9,193 million as of
cost
December
of both base warranty coverages and field service actions at the time of sale. Management establishes their estimatecost
31, 2022, of which the United States comprises a significant portion. Management accrues the estimated of
of both
base base warranty
warranty coverages
obligations using aand field service
patterned actions
estimation at the
model, timehistorical
using of sale. Management establishes
information regarding the their estimate
nature, of
frequency,
base warranty obligations using a patterned estimation model, using historical information regarding the
and average cost of claims for each vehicle line by model year. Management establishes their estimates of field servicenature, frequency,
and average
action cost of
obligations claims
using for each estimation
a patterned vehicle linemodel,
by model year.
using Management
historical establishes
information their
regarding theestimates of field service
nature, frequency,
action obligations using a patterned estimation model, using historical information regarding the nature,
severity, and average cost of claims for each model year. Management reevaluates the adequacy of their accruals on a frequency,
severity, and average cost of claims for each model year. Management reevaluates the adequacy of their accruals on a
regular basis.
regular basis.
The principal considerations for our determination that performing procedures relating to the warranty accrual for the
The principal
United Statesconsiderations
is a critical auditformatter
our determination that performing
are (i) the significant procedures
judgment relating in
by management to the
the estimation
warranty accrual for the and
of the accrual
United States is a critical audit matter are (i) the significant judgment by management in the estimation
development of the patterned estimation model; (ii) a high degree of auditor judgment, subjectivity, and effort in performingof the accrual and
development of the patterned estimation model; (ii) a high degree of auditor judgment, subjectivity,
procedures and evaluating the estimation model and significant assumptions related to the frequency and average cost of and effort in performing
procedures
claims; and and evaluating
(iii) the the involved
audit effort estimation
themodel
use ofand significant assumptions
professionals related
with specialized skill to
and theknowledge.
frequency and average cost of
claims; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
Addressing the on
overall opinion matter involved performing
the consolidated financialprocedures
statements.and evaluating
These audit evidence
procedures in connection
included testing with forming
the effectiveness of our
controls
overall opinion on the consolidated financial statements. These procedures included testing the effectiveness
related to the estimate of the warranty accrual for the United States. These procedures also included, among others, of controls
related to the
evaluating theestimate of the warranty
reasonableness accrual
of significant for the United
assumptions States.
used These procedures
by management to developalsothe
included,
warranty among others,
accrual for the
evaluating the reasonableness of significant assumptions used by management to develop the warranty
United States, related to the frequency and average cost of claims, in part by considering the historical experience accrual forofthe
the
United
Company. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriatenessofofthe
States, related to the frequency and average cost of claims, in part by considering the historical experience the
Company.
model as wellProfessionals with specialized
as the reasonableness skill and knowledge
of significant assumptions were usedtotothe
related assist in evaluating
frequency the appropriateness
and average cost of claims. of the
model as well as the reasonableness of significant assumptions related to the frequency and average cost of claims.

/s/ PricewaterhouseCoopers LLP


/s/ PricewaterhouseCoopers LLP

Detroit, Michigan
Detroit,
February Michigan
2, 2023
February 2, 2023

We have served as the Company’s auditor since 1946.


We have served as the Company’s auditor since 1946.

108
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FORD MOTOR COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
For the years ended December 31,
2020 2021 2022
Cash flows from operating activities
Net income/(loss) $ (1,276) $ 17,910 $ (2,152)
Depreciation and tooling amortization (Note 12 and Note 13) 8,751 7,318 7,642
Other amortization (1,294) (1,358) (1,149)
Held-for-sale impairment charges (Note 22) 23 — 32
Brazil manufacturing exit non-cash charges (excluding accelerated depreciation of $145,
$322, and $17) (Note 21) 1,159 48 (82)
(Gains)/Losses on extinguishment of debt (Note 5 and Note 19) 1 1,702 121
Provision for/(Benefit from) credit and insurance losses 929 (298) 46
Pension and other postretirement employee benefits (“OPEB”) expense/(income) (Note 17) 1,027 (4,865) (378)
Equity method investment dividends received in excess of (earnings)/losses and impairments 130 116 3,324
Foreign currency adjustments (420) 532 (27)
Net realized and unrealized (gains)/losses on cash equivalents, marketable securities, and
other investments (Note 5) (315) (9,159) 7,518
Net (gain)/loss on changes in investments in affiliates (Note 5) (3,446) (368) 147
Stock compensation (Note 6) 199 305 336
Provision for deferred income taxes (269) (563) (1,910)
Decrease/(Increase) in finance receivables (wholesale and other) 12,104 7,656 (10,560)
Decrease/(Increase) in accounts receivable and other assets (63) (1,141) (1,183)
Decrease/(Increase) in inventory 148 (1,778) (2,576)
Increase/(Decrease) in accounts payable and accrued and other liabilities 6,809 (36) 7,268
Other 72 (234) 436
Net cash provided by/(used in) operating activities 24,269 15,787 6,853

Cash flows from investing activities


Capital spending (5,742) (6,227) (6,866)
Acquisitions of finance receivables and operating leases (55,901) (48,379) (45,533)
Collections of finance receivables and operating leases 48,746 52,094 46,276
Proceeds from sale of business (Note 22) 1,340 145 449
Purchases of marketable securities and other investments (39,624) (27,491) (17,458)
Sales and maturities of marketable securities and other investments 32,395 33,229 19,117
Settlements of derivatives (323) (272) 94
Capital contributions to equity method investments (Note 24) (4) (57) (738)
Other 498 (297) 312
Net cash provided by/(used in) investing activities (18,615) 2,745 (4,347)

Cash flows from financing activities


Cash payments for dividends and dividend equivalents (596) (403) (2,009)
Purchases of common stock — — (484)
Net changes in short-term debt (2,291) 3,273 5,460
Proceeds from issuance of long-term debt 65,900 27,901 45,470
Payments of long-term debt (60,514) (54,164) (45,655)
Other (184) (105) (271)
Net cash provided by/(used in) financing activities 2,315 (23,498) 2,511
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 225 (232) (414)
Net increase/(decrease) in cash, cash equivalents, and restricted cash $ 8,194 $ (5,198) $ 4,603

Cash, cash equivalents, and restricted cash at beginning of period (Note 9) $ 17,741 $ 25,935 $ 20,737
Net increase/(decrease) in cash, cash equivalents, and restricted cash 8,194 (5,198) 4,603
Cash, cash equivalents, and restricted cash at end of period (Note 9) $ 25,935 $ 20,737 $ 25,340

The accompanying notes are part of the consolidated financial statements.

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FORD MOTOR COMPANY AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(in millions, except per share amounts)
For the years ended December 31,
2020 2021 2022
Revenues
Automotive $ 115,894 $ 126,150 $ 148,980
Ford Credit 11,203 10,073 8,978
Mobility 47 118 99
Total revenues (Note 4) 127,144 136,341 158,057

Costs and expenses


Cost of sales 112,752 114,651 134,397
Selling, administrative, and other expenses 10,193 11,915 10,888
Ford Credit interest, operating, and other expenses 8,607 5,252 6,496
Total costs and expenses 131,552 131,818 151,781
Operating income/(loss) (4,408) 4,523 6,276
Interest expense on Company debt excluding Ford Credit 1,649 1,803 1,259
Other income/(loss), net (Note 5) 4,899 14,733 (5,150)
Equity in net income/(loss) of affiliated companies (Note 14) 42 327 (2,883)
Income/(Loss) before income taxes (1,116) 17,780 (3,016)
Provision for/(Benefit from) income taxes (Note 7) 160 (130) (864)
Net income/(loss) (1,276) 17,910 (2,152)
Less: Income/(Loss) attributable to noncontrolling interests 3 (27) (171)
Net income/(loss) attributable to Ford Motor Company $ (1,279) $ 17,937 $ (1,981)

EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO FORD MOTOR COMPANY COMMON AND CLASS B STOCK (Note 8)
Basic income/(loss) $ (0.32) $ 4.49 $ (0.49)
Diluted income/(loss) (0.32) 4.45 (0.49)

Weighted-average shares used in computation of earnings/(loss) per share


Basic shares 3,973 3,991 4,014
Diluted shares 3,973 4,034 4,014

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


(in millions)
For the years ended December 31,
2020 2021 2022
Net income/(loss) $ (1,276) $ 17,910 $ (2,152)
Other comprehensive income/(loss), net of tax (Note 23)
Foreign currency translation (901) 43 (933)
Marketable securities 85 (175) (423)
Derivative instruments 222 73 322
Pension and other postretirement benefits 27 18 30
Total other comprehensive income/(loss), net of tax (567) (41) (1,004)
Comprehensive income/(loss) (1,843) 17,869 (3,156)
Less: Comprehensive income/(loss) attributable to noncontrolling interests 2 (23) (175)
Comprehensive income/(loss) attributable to Ford Motor Company $ (1,845) $ 17,892 $ (2,981)

The accompanying notes are part of the consolidated financial statements.

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191177_Ford_2022_AR_1OK_R1.indd 114 2/6/23 1:36 PM


FORD MOTOR COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions)
December 31, December 31,
2021 2022
ASSETS
Cash and cash equivalents (Note 9) $ 20,540 $ 25,134
Marketable securities (Note 9) 29,053 18,936
Ford Credit finance receivables, net of allowance for credit losses of $282 and $255 (Note 10) 32,543 38,720
Trade and other receivables, less allowances of $48 and $105 11,370 15,729
Inventories (Note 11) 12,065 14,080
Assets held for sale (Note 22) 9 97
Other assets 3,416 3,780
Total current assets 108,996 116,476
Ford Credit finance receivables, net of allowance for credit losses of $643 and $590 (Note 10) 51,256 49,903
Net investment in operating leases (Note 12) 26,361 22,772
Net property (Note 13) 37,139 37,265
Equity in net assets of affiliated companies (Note 14) 4,545 2,798
Deferred income taxes (Note 7) 13,796 15,552
Other assets 14,942 11,118
Total assets $ 257,035 $ 255,884
LIABILITIES
Payables $ 22,349 $ 25,605
Other liabilities and deferred revenue (Note 16 and Note 25) 18,686 21,097
Debt payable within one year (Note 19)
Company excluding Ford Credit 3,175 730
Ford Credit 46,517 49,434
Total current liabilities 90,727 96,866
Other liabilities and deferred revenue (Note 16 and Note 25) 27,705 25,497
Long-term debt (Note 19)
Company excluding Ford Credit 17,200 19,200
Ford Credit 71,200 69,605
Deferred income taxes (Note 7) 1,581 1,549
Total liabilities 208,413 212,717
EQUITY
Common Stock, par value $0.01 per share (4,068 million shares issued of 6 billion authorized) 40 41
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 22,611 22,832
Retained earnings 35,769 31,754
Accumulated other comprehensive income/(loss) (Note 23) (8,339) (9,339)
Treasury stock (1,563) (2,047)
Total equity attributable to Ford Motor Company 48,519 43,242
Equity attributable to noncontrolling interests 103 (75)
Total equity 48,622 43,167
Total liabilities and equity $ 257,035 $ 255,884

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. See Note 24 for additional information on our VIEs.
December 31, December 31,
2021 2022
ASSETS
Cash and cash equivalents $ 3,407 $ 2,274
Ford Credit finance receivables, net 43,001 49,142
Net investment in operating leases 7,540 12,545
Other assets 39 264
LIABILITIES
Other liabilities and deferred revenue $ 6 $ 2
Debt 38,274 45,451
The accompanying notes are part of the consolidated financial statements.

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FORD MOTOR COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in millions)
Equity Attributable to Ford Motor Company
Cap. in
Excess
of Accumulated Equity
Par Retained Other Attributable
Value Earnings/ Comprehensive to Non-
Capital of (Accumulated Income/(Loss) Treasury controlling Total
Stock Stock Deficit) (Note 23) Stock Total Interests Equity
Balance at December 31, 2019 $ 41 $ 22,165 $ 20,320 $ (7,728) $ (1,613) $ 33,185 $ 45 $ 33,230
Adoption of accounting standards — — (202) — — (202) — (202)
Net income/(loss) — — (1,279) — — (1,279) 3 (1,276)
Other comprehensive income/(loss), net
of tax — — — (566) — (566) (1) (567)
Common stock issued (a) — 125 — — — 125 — 125
Treasury stock/other — — — — 23 23 86 109
Dividend and dividend equivalents
declared (b) — — (596) — — (596) (12) (608)
Balance at December 31, 2020 $ 41 $ 22,290 $ 18,243 $ (8,294) $ (1,590) $ 30,690 $ 121 $ 30,811

Balance at December 31, 2020 $ 41 $ 22,290 $ 18,243 $ (8,294) $ (1,590) $ 30,690 $ 121 $ 30,811
Net income/(loss) — — 17,937 — — 17,937 (27) 17,910
Other comprehensive income/(loss), net
of tax — — — (45) — (45) 4 (41)
Common stock issued (a) — 321 — — — 321 — 321
Treasury stock/other — — — — 27 27 5 32
Dividend and dividend equivalents
declared (b) — — (411) — — (411) — (411)
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) — — (1,981) — — (1,981) (171) (2,152)
Other comprehensive income/(loss), net
of tax — — — (1,000) — (1,000) (4) (1,004)
Common stock issued (a) 1 221 — — — 222 — 222
Treasury stock/other — — — — (484) (484) 7 (477)
Dividend and dividend equivalents
declared (b) — — (2,034) — — (2,034) (10) (2,044)
Balance at December 31, 2022 $ 42 $ 22,832 $ 31,754 $ (9,339) $ (2,047) $ 43,242 $ (75) $ 43,167
__________
(a) Includes impacts of share-based compensation.
(b) We declared dividends per share of Common and Class B Stock of $0.15 and $0.10 in 2020 and 2021, respectively, and in 2022, $0.10 per share in
the first and second quarter and $0.15 per share in the third and fourth quarter. On February 2, 2023, we declared a regular dividend of $0.15 per
share and a supplemental dividend of $0.65 per share.

The accompanying notes are part of the consolidated financial statements.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

Table of Contents

Footnote Page
Note 1 Presentation 114
Note 2 Summary of Significant Accounting Policies 115
Note 3 New Accounting Standards 121
Note 4 Revenue 122
Note 5 Other Income/(Loss) 124
Note 6 Share-Based Compensation 125
Note 7 Income Taxes 126
Note 8 Capital Stock and Earnings/(Loss) Per Share 130
Note 9 Cash, Cash Equivalents, and Marketable Securities 131
Note 10 Ford Credit Finance Receivables and Allowance for Credit Losses 134
Note 11 Inventories 141
Note 12 Net Investment in Operating Leases 142
Note 13 Net Property 143
Note 14 Equity in Net Assets of Affiliated Companies 144
Note 15 Other Investments 146
Note 16 Other Liabilities and Deferred Revenue 146
Note 17 Retirement Benefits 147
Note 18 Lease Commitments 154
Note 19 Debt and Commitments 156
Note 20 Derivative Financial Instruments and Hedging Activities 164
Note 21 Employee Separation Actions and Exit and Disposal Activities 167
Note 22 Acquisitions and Divestitures 168
Note 23 Accumulated Other Comprehensive Income/(Loss) 170
Note 24 Variable Interest Entities 171
Note 25 Commitments and Contingencies 172
Note 26 Segment Information 175

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 1. PRESENTATION NOTES TO THE FINANCIAL STATEMENTS
NOTEFor1.purposes
PRESENTATION
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
For purposes
requires otherwise.of We
this also
report, “Ford,”
make the “Company,”
reference “we,”Credit
to Ford Motor “our,” Company
“us,” or similar
LLC, references mean Ford
herein referenced to asMotor
Ford Company,
Credit.
our consolidated
Our consolidated subsidiaries, and our are
financial statements consolidated
presentedVIEs of which we
in accordance areU.S.
with the generally
primary beneficiary, unless the principles
accepted accounting context
requires otherwise.
(“GAAP”). We also
We reclassified makeprior
certain reference to Ford Motor
year amounts in ourCredit Company
consolidated LLC, herein
financial referenced
statements to as to
to conform Ford
theCredit.
current
Our consolidated
year presentation.financial statements are presented in accordance with U.S. generally accepted accounting principles
(“GAAP”). We reclassified certain prior year amounts in our consolidated financial statements to conform to the current
year presentation.
Certain Transactions Between Automotive, Mobility, and Ford Credit

Certain Transactions
Intersegment Between
transactions Automotive,
occur Mobility,
in the ordinary and
course ofFord CreditAdditional detail regarding certain transactions
business.
and the effect on each segment at December 31 was as follows (in billions):
Intersegment transactions occur in the ordinary course of business.
2021
Additional detail regarding certain
2022
transactions
and the effect on each segment at December 31 was as follows (in billions):
Automotive Mobility
2021 Ford Credit Automotive Mobility
2022 Ford Credit
Trade and other receivables (a) $ 7.4 $ 10.6
Automotive Mobility Ford Credit Automotive Mobility Ford Credit
Unearned interest supplements and residual support (b) (4.6) (3.4)
Trade and other receivables (a) $ 7.4 $ 10.6
Finance receivables and other (c) 1.2 1.3
Unearned
Intersegmentinterest supplements and residual support (b) $
receivables/(payables) (1.4) $ — (4.6)
1.4 $ (1.5) $ — (3.4)
1.5
Finance receivables and other (c) 1.2 1.3
__________
Intersegment receivables/(payables) $ (1.4) $ — 1.4
(a) Automotive receivables (generated primarily from vehicle and parts sales to third parties) sold to Ford Credit. $ (1.5) $ — 1.5
(b) Automotive pays amounts to Ford Credit at the point of retail financing or lease origination, which represent interest supplements and residual
__________
(a) support.
Automotive receivables (generated primarily from vehicle and parts sales to third parties) sold to Ford Credit.
(c) Automotive
(b) Primarily receivables with entities
pays amounts to Ford that areatconsolidated
Credit subsidiaries
the point of retail financingof Ford, including
or lease a sale-leaseback
origination, agreement
which represent interest between Automotive
supplements and Ford
and residual
Credit
support.relating primarily to vehicles that we lease to our employees.
(c) Primarily receivables with entities that are consolidated subsidiaries of Ford, including a sale-leaseback agreement between Automotive and Ford
Credit relating primarily to vehicles that we lease to our employees.

114

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
NOTES POLICIES STATEMENTS
TO THE FINANCIAL
NOTEFor2.each
SUMMARY OFtopic
accounting SIGNIFICANT ACCOUNTING
that is addressed in its ownPOLICIES
note, the description of the accounting policy may be found in
the related note. Other significant accounting policies are described below.
For each accounting topic that is addressed in its own note, the description of the accounting policy may be found in
the related
Use note. Other significant accounting policies are described below.
of Estimates

UseThe
of Estimates
preparation of financial statements requires us to make estimates and assumptions that affect our results.
Estimates are used to account for certain items such as marketing accruals, warranty costs, employee benefit programs,
The preparation
allowance of financial
for credit losses, and statements
other items requires
requiringus to make estimates
judgment. Estimatesandare assumptions that affect that
based on assumptions our we
results.
believe are
Estimates are
reasonable used
under theto circumstances.
account for certain
Dueitems
to thesuch as marketing
inherent accruals,
uncertainty warranty
involved costs, employee
with estimates, benefit
actual results programs,
may differ.
allowance for credit losses, and other items requiring judgment. Estimates are based on assumptions that we believe are
reasonable
Foreign under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.
Currency

Foreign
WhenCurrency
an entity has monetary assets and liabilities denominated in a currency that is different from its functional
currency, we remeasure those assets and liabilities from the transactional currency to the entity’s functional currency. The
When
effect anremeasurement
of this entity has monetary assets
process andand
the liabilities
results ofdenominated in a currency
our related foreign currency that is different
hedging fromare
activities its functional
reported in Cost
currency, we remeasure those assets and liabilities from the transactional currency to the entity’s
of sales and Other income/(loss), net and were $(46) million, $(74) million, and $180 million, for the years ended functional currency.
2020,The
effect of this remeasurement
2021, and 2022, respectively. process and the results of our related foreign currency hedging activities are reported in Cost
of sales and Other income/(loss), net and were $(46) million, $(74) million, and $180 million, for the years ended 2020,
2021, and 2022,
Generally, ourrespectively.
foreign subsidiaries use the local currency as their functional currency. We translate the assets and
liabilities of our foreign subsidiaries from their respective functional currencies to U.S. dollars using end-of-period
Generally,
exchange rates.ourChanges
foreign subsidiaries usevalue
in the carrying the local currency
of these assetsasand
theirliabilities
functional currency. toWe
attributable translate the
fluctuations assets and
in exchange rates
liabilities of our foreign subsidiaries from their respective functional currencies to U.S. dollars using
are recognized in Foreign currency translation, a component of Other comprehensive income/(Ioss), net of tax. Upon sale end-of-period
exchange rates. Changes
or upon complete in the carrying
or substantially complete value of these
liquidation of assets and liabilities
an investment attributable
in a foreign to fluctuations
subsidiary, the amount in exchange rates
of accumulated
are recognized in Foreign currency translation, a component of Other comprehensive income/(Ioss),
foreign currency translation related to the entity is reclassified to income and recognized as part of the gain or loss on the net of tax. Upon sale
or upon
investment. complete or substantially complete liquidation of an investment in a foreign subsidiary, the amount of accumulated
foreign currency translation related to the entity is reclassified to income and recognized as part of the gain or loss on the
investment.
Cash Equivalents

Cash Equivalents
Cash and cash equivalents are highly liquid investments that are readily convertible to known amounts of cash and
are subject to an insignificant risk of change in value due to interest rate, quoted price, or penalty on withdrawal. A debt
Cashisand
security cash equivalents
classified are highly ifliquid
as a cash equivalent investments
it meets that are
these criteria andreadily
if it hasconvertible
a remainingto time
knownto amounts ofthree
maturity of cash months
and
areless
or subject
fromto andate
the insignificant risk ofAmounts
of purchase. change on in value due
deposit to available
and interest rate,
upon quoted price,
demand, or or penalty on
negotiated to withdrawal. A debt
provide for daily
security without
liquidity is classified as aare
penalty, cash equivalent
classified if it meets
as Cash theseequivalents.
and cash criteria and ifTime
it has a remaining
deposits, time toofmaturity
certificates deposit,ofand
three months
money
or less from
market the date
accounts that of purchase.
meet the aboveAmounts
criteriaon aredeposit andatavailable
reported par valueupon
on ourdemand, or negotiated
consolidated balancetosheets.
provide for daily
liquidity without penalty, are classified as Cash and cash equivalents. Time deposits, certificates of deposit, and money
market accounts
Restricted Cashthat meet the above criteria are reported at par value on our consolidated balance sheets.

Restricted
Cash andCash
cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual
agreements are recorded in Other assets in the non-current assets section of our consolidated balance sheets. Our
Cash and
Company cash equivalents
excluding Ford Creditthat are restricted
restricted as to withdrawal
cash balances or use under
primarily include theescrow
various terms agreements
of certain contractual
related to legal,
agreements are recorded
insurance, customs, in Other assets
and environmental in the non-current
matters and cash heldassets
undersection of our
the terms of consolidated balance
certain contractual sheets. OurOur
agreements.
Company excluding Ford Credit restricted cash balances primarily include various escrow agreements
Ford Credit segment restricted cash balances primarily include cash held to meet certain local governmental and related to legal,
insurance,
regulatory reserve requirements and cash held under the terms of certain contractual agreements. Restricted cashOur
customs, and environmental matters and cash held under the terms of certain contractual agreements. does
Ford Credit required
not include segmentminimum
restrictedbalances
cash balances
or cashprimarily
securinginclude cash held
debt issued to meet
through certain local
securitization governmental and
transactions.
regulatory reserve requirements and cash held under the terms of certain contractual agreements. Restricted cash does
not include required minimum balances or cash securing debt issued through securitization transactions.

115

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
NOTES POLICIES (Continued)
TO THE FINANCIAL STATEMENTS
NOTE 2. SUMMARY
Marketable SecuritiesOF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Marketable
Investments Securities
in debt securities with a maturity date greater than three months at the date of purchase and other debt
securities for which there is more than an insignificant risk of change in value due to interest rate, quoted price, or penalty
Investments
on withdrawal areinclassified
debt securities with a maturity
and accounted for as date
eithergreater
tradingthan three months at the
or available-for-sale date of purchase
marketable securities. and other debt
Equity
securities with
securities for which theredeterminable
a readily is more thanfairan value
insignificant risk of change
are classified in valuefor
and accounted due astotrading
interest rate, quoted
marketable price, or penalty
securities.
on withdrawal are classified and accounted for as either trading or available-for-sale marketable securities. Equity
securities
Realizedwithgains
a readily determinable
and losses, interestfair value are
income, andclassified
dividend and accounted
income on all offor
our asmarketable
trading marketable
securitiessecurities.
and unrealized
gains and losses on securities not classified as available for sale are recorded in Other income/(loss), net. Unrealized
gainsRealized
and losses gainsonand losses, interestsecurities
available-for-sale income, and dividend income
are recognized on all of gains
in Unrealized our marketable
and lossessecurities and unrealized
on securities, a
gains and losses on securities not classified as available for sale are recorded in Other
component of Other comprehensive income/(loss), net of tax. Realized gains and losses and reclassifications income/(loss), net. Unrealized
of
gains and losses
accumulated otheroncomprehensive
available-for-sale securities
income areincome
into net recognized in Unrealized
are measured usinggains and losses
the specific on securities,
identification a
method.
component of Other comprehensive income/(loss), net of tax. Realized gains and losses and reclassifications of
accumulated
On a quarterlyother basis,
comprehensive
we reviewincome into net incomedebt
our available-for-sale are measured using
securities for creditthelosses.
specificWe identification
compare the method.
present value
of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value
On aflows
of cash quarterly basis,
expected to we
be review ourisavailable-for-sale
collected debt securities
less than the amortized cost basisforofcredit losses. we
the security, We determine
compare the if apresent value
credit loss
of cash flows expected to be collected from the security with the amortized cost basis of the
allowance is necessary. If a credit loss allowance is necessary, we will record an allowance, limited by the amount that security. If the present value
of
faircash flows
value is lessexpected
than theto amortized
be collected is basis,
cost less than
andthe amortized
recognize thecost basis of thecharge
corresponding security, in we
Otherdetermine if a credit
income/(loss), net.loss
allowance is necessary. If a credit loss allowance is necessary, we will record an allowance,
Factors we consider include the severity of the impairment, the reason for the decline in value, interest rate changes, limited by the amount that
and
fair value is less than the
counterparty long-term ratings. amortized cost basis, and recognize the corresponding charge in Other income/(loss), net.
Factors we consider include the severity of the impairment, the reason for the decline in value, interest rate changes, and
counterparty
Trade, Notes, long-term
and Other ratings.
Receivables

Trade, Notes,
Trade, andand
notes, Other
other Receivables
receivables consist primarily of receivables from contracts with customers for the sale of
vehicles, parts, and accessories. The current portion of trade and notes receivables is reported in Trade and other
Trade, notes,
receivables, and non-current
net. The other receivablesportionconsist
of notesprimarily of receivables
receivables is reportedfrom contracts
in Other with Trade
assets. customers for thereceivables
and notes sale of
vehicles,
are parts,
initially and accessories.
recorded at transactionThe current
cost. Tradeportion of trade
receivables areand notes outstanding
typically receivables for
is reported
30 days in
orTrade
less. and
Eachother
reporting
receivables,
period, net. The
we evaluate non-current
the collectibilityportion
of the of notes
trade receivables
and is reported
notes receivables andinrecord
Other an
assets. Tradefor
allowance and notes
credit receivables
losses
are initially recorded
representing at transaction
our estimate cost. Trade
of the expected losses receivables
that result are
fromtypically outstanding
all possible for 30 days
default events over or
theless. Each life
expected reporting
of the
period, we evaluate
receivables. thetocollectibility
Additions the allowance of the
fortrade
creditand notes
losses arereceivables and record
made by recording an allowance
charges for credit
to bad debt losses
expense reported in
representing
Selling, our estimate
administrative, andofother
the expected
expenseslosses that of
and Cost result
sales.from all possible
Trade and notesdefault events over
receivables the expected
are written life of
off against thethe
receivables.
allowance forAdditions to the
credit losses allowance
when for credit
the account losses are
is deemed to be made by recording charges to bad debt expense reported in
uncollectible.
Selling, administrative, and other expenses and Cost of sales. Trade and notes receivables are written off against the
allowance
Net for credit
Intangible losses
Assets andwhen the account is deemed to be uncollectible.
Goodwill

Net Indefinite-lived
Intangible Assets and Goodwill
intangible assets and goodwill are not amortized but are tested for impairment annually or more
frequently if events or circumstances indicate the assets may be impaired. Goodwill impairment testing is also performed
Indefinite-lived
following intangible
an allocation assets
of goodwill to aand goodwill
business toare not amortized
be disposed but are tested
or a change for impairment
in reporting units. Weannually or more by
test for impairment
frequently ifqualitative
assessing events orfactors
circumstances
to determineindicate the assets
whether maylikely
it is more be impaired. Goodwill
than not that impairment
the fair testing
value of the is also performed
indefinite-lived
following
intangiblean allocation
asset of goodwill
or the reporting to a
unit business
allocated to goodwill
the be disposedis lessor than
a change in reporting
its carrying amount. units. Wequalitative
If the test for impairment
assessmentby
assessing qualitative factors to determine whether it is more likely than not that the fair value of the
indicates a possible impairment, the carrying value of the asset or reporting unit is compared with its fair value. Fair value indefinite-lived
intangible
is measured asset or the
relying reporting
primarily on unit allocated
the income the goodwill
approach is less than
by applying its carrying
a discounted amount.
cash If the qualitative
flow method, the market assessment
approach
indicates a possible impairment, the carrying value of the asset or reporting unit is compared
using market values or multiples, and/or third-party valuations. We capitalize and amortize our finite-lived intangiblewith its fair value. Fair value
is measured relying primarily on the
assets over their estimated useful lives. income approach by applying a discounted cash flow method, the market approach
using market values or multiples, and/or third-party valuations. We capitalize and amortize our finite-lived intangible
Theover
assets carrying amount of useful
their estimated intangible
lives.assets and goodwill is reported in Other assets in the non-current assets section of
our consolidated balance sheets. Intangible assets are comprised primarily of advertising agreements, land rights, and
The carrying
technology amount
licenses. Theof intangible
net carrying assets
amountand goodwill
of our is reported
intangible assetsinwasOther
$111assets
millionin and
the non-current
$86 million at assets section of
our consolidated balance sheets. Intangible assets are comprised primarily of advertising
December 31, 2021 and 2022, respectively. For the periods presented, we have not recorded any material impairments agreements, land rights, and
technology licenses. The net carrying amount of our intangible assets was $111 million
for indefinite-lived intangibles. The net carrying amount of goodwill was $619 million and $603 million at and $86 million at
December
December 31, 31, 2021
2021 and
and 2022,
2022, respectively.
respectively. For the periods
In 2021, we fullypresented, we havefor
impaired goodwill nottwo
recorded any material
investments impairments
in our Mobility
for indefinite-lived intangibles. The net carrying amount
segment. In 2022, we have not recorded any impairments for goodwill. of goodwill was $619 million and $603 million at
December 31, 2021 and 2022, respectively. In 2021, we fully impaired goodwill for two investments in our Mobility
segment. In 2022, we have not recorded any impairments for goodwill.

116

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
NOTES POLICIES (Continued)
TO THE FINANCIAL STATEMENTS
NOTE 2. SUMMARY
Held-and-Used OF SIGNIFICANT
Long-Lived ACCOUNTING POLICIES (Continued)
Asset Impairment

Held-and-Used
We test long-livedLong-Lived Asset Impairment
asset groups when changes in circumstances indicate the carrying value may not be recoverable.
Events that trigger a test for recoverability include material adverse changes in projected revenues or expenses, present
cashWe flow test long-lived
losses combinedassetwith
groups whenofchanges
a history cash flow in circumstances indicatethat
losses and a forecast thedemonstrates
carrying valuesignificant
may not be recoverable.
continuing
Events that trigger a test for recoverability include material adverse changes in projected
losses, significant negative industry or economic trends, a current expectation that a long-lived asset group will be revenues or expenses, present
cash flow losses combined with a history of cash flow losses and a forecast that demonstrates
disposed of significantly before the end of its useful life, a significant adverse change in the manner in which an asset significant continuing
losses,
group issignificant
used or innegative industry
its physical or economic
condition, or whentrends,
there isa acurrent
change expectation
in the assetthat a long-lived
grouping. asset group
In addition, will be
investing in new,
disposed of significantly before the end of its useful life, a significant adverse change
emerging products (e.g., EVs) or services (e.g., connectivity) may require substantial upfront investment, which in the manner in which an may
assetresult
group is forecasted
in initial used or in its physical
negative condition,
cash flows inorthewhen
nearthere
term.is In a change in the asset
these instances, near grouping. In addition,
term negative investing
cash flows in new,
on their own
emerging
may not be indicative of a triggering event for evaluation of impairment. In such circumstances, we also conduct a result
products (e.g., EVs) or services (e.g., connectivity) may require substantial upfront investment, which may
in initial forecasted
qualitative evaluation negative cash flows
of the business in thetrajectory,
growth near term.which In these instances,
includes near
updating term
our negative cash
assessment of whenflows on their
positive own
cash
may not be indicative of a triggering event for evaluation of impairment. In such circumstances,
flows are expected to be generated, confirming whether established milestones are being achieved, and assessing our we also conduct a
qualitative
ability and evaluation of the business
intent to continue to accessgrowth
requiredtrajectory,
funding which includes
to execute updating
the plan. ourevaluation
If this assessment of when
indicates a positive
triggering cash
event
flows are expected to be generated, confirming
has occurred, a test for recoverability is performed. whether established milestones are being achieved, and assessing our
ability and intent to continue to access required funding to execute the plan. If this evaluation indicates a triggering event
has When
occurred, a test forevent
a triggering recoverability
occurs, aistest
performed.
for recoverability is performed, comparing projected undiscounted future cash
flows to the carrying value of the asset group. If the undiscounted forecasted cash flows are less than the carrying value
When
of the a triggering
assets, the assetevent occurs,
group’s a testisfor
fair value recoverability
measured relyingis primarily
performed, on comparing
a discountedprojected
cash flowundiscounted
method. Tofuture cash
the extent
flows to the carrying value of the asset group. If the undiscounted forecasted cash flows are less
available, we will also consider third-party valuations of our long-lived assets that were prepared for other business than the carrying value
of the assets,
purposes. An the asset group’s
impairment charge fair
is value is measured
recognized for the relying
amountprimarily
by whichon a discounted
the cash
carrying value of flow method.
the asset To exceeds
group the extent
its
available, we will also consider third-party valuations of our long-lived assets that were prepared
estimated fair value. When an impairment loss is recognized for assets to be held and used, the adjusted carrying for other business
purposes.
amounts ofAn impairment
those charge
assets are is recognized
depreciated over theirfor the amountuseful
remaining by which
life. the
Forcarrying valuepresented,
the periods of the assetwegroup
have exceeds
not its
estimated fair value. When an
recorded any material impairments. impairment loss is recognized for assets to be held and used, the adjusted carrying
amounts of those assets are depreciated over their remaining useful life. For the periods presented, we have not
recorded any material
Held-for-Sale impairments.
Asset Impairment

Held-for-Sale
We perform Asset Impairment
an impairment test on a disposal group to be discontinued, held for sale (“HFS”), or otherwise disposed
when we have committed to an action and the action is expected to be completed within one year. We estimate fair value
We performthe
to approximate an expected
impairment test on atodisposal
proceeds groupless
be received, to be discontinued,
cost held for sale
to sell, and compare it to(“HFS”), or otherwise
the carrying disposed
value of the
when wegroup.
disposal have committed to an charge
An impairment action and the action when
is recognized is expected to be completed
the carrying within
value exceeds one
the year. We
estimated fairestimate fair value
value (see
to approximate
Note 22). We also the assess
expectedfairproceeds to be received,arise
value if circumstances less that
cost were
to sell, and compare
considered it to and,
unlikely the carrying value
as a result, weofdecide
the not to
disposal
sell group.group
a disposal An impairment
previously charge is recognized
classified as HFS upon when the carrying as
reclassification value
heldexceeds
and used. the When
estimated
therefair
is value (seeto a
a change
Note
plan of22).
sale, Weand
also
theassess
assetsfair
arevalue if circumstances
reclassified from HFSarise that
to held andwere considered
used, unlikely
the long-lived and, would
assets as a result, we decide
be reported at thenot to
sell
lower of (i) the carrying amount before HFS designation, adjusted for depreciation that would have been recognized if athe
a disposal group previously classified as HFS upon reclassification as held and used. When there is a change to
plan
assetsof had
sale,notand the assets
been areas
classified reclassified
HFS, or (ii)from
the HFS to held
fair value anddate
at the used,thethe long-lived
assets assets
no longer wouldthe
satisfy becriteria
reported
forat the
lower of (i) the carrying
classification as HFS. amount before HFS designation, adjusted for depreciation that would have been recognized if the
assets had not been classified as HFS, or (ii) the fair value at the date the assets no longer satisfy the criteria for
classification as HFS.
Fair Value Measurements

FairWe
Value Measurements
measure fair value of our financial instruments, including those held within our pension plans, using various
valuation methods and prioritize the use of observable inputs. The use of observable and unobservable inputs and their
We measure
significance fair valuefair
in measuring of value
our financial instruments,
are reflected including
in our fair those held within our pension plans, using various
value hierarchy:
valuation methods and prioritize the use of observable inputs. The use of observable and unobservable inputs and their
significance
• Levelin1measuring fair value
- inputs include are prices
quoted reflected
for in our fairinstruments
identical value hierarchy:
and are the most observable
• Level 2 - inputs include quoted prices for similar instruments and observable inputs such as interest rates,
• Level 1 - inputs
currency include
exchange quoted
rates, prices
and yield for identical instruments and are the most observable
curves
•• Level 2 - inputs include quoted prices for similar
Level 3 - inputs include data not observable instruments
in the market andand observable
reflect inputs judgment
management such as interest rates,
about the
currency exchange rates, and yield curves
assumptions market participants would use in pricing the instruments
• Level 3 - inputs include data not observable in the market and reflect management judgment about the
assumptions
Fixed market equities,
income securities, participants would usefunds,
commingled in pricing the instruments
derivative financial instruments, and alternative assets are
remeasured and presented within our consolidated financial statements at fair value on a recurring basis. Finance
Fixed income
receivables securities,
and debt equities,
are measured atcommingled
fair value forfunds, derivative
the purpose financial instruments,
of disclosure. Other assetsand alternative
and liabilitiesassets are
are measured
remeasured and presented within
at fair value on a nonrecurring basis. our consolidated financial statements at fair value on a recurring basis. Finance
receivables and debt are measured at fair value for the purpose of disclosure. Other assets and liabilities are measured
at fair value oninto
Transfers a nonrecurring
and transfersbasis.
out of the hierarchy levels are recognized as if they had taken place at the end of the
reporting period.
Transfers into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the
reporting period.
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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
NOTES POLICIES (Continued)
TO THE FINANCIAL STATEMENTS
NOTE 2. SUMMARY
Valuation Method OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Valuation MethodSecurities. Fixed income securities primarily include government securities, government agency
Fixed Income
securities, corporate bonds, and asset-backed securities. We generally measure fair value using prices obtained from
Fixed
pricing Income
services quotes fromFixed
orSecurities. income
dealers securities
that make primarily
markets include
in such government
securities. Pricingsecurities,
methods government
and inputs toagency
valuation
securities, corporate bonds, and asset-backed securities. We generally measure fair
models used by the pricing services depend on the security type (i.e., asset class). Where possible, value using prices
fair obtained
values are from
pricing services or quotes from dealers that make markets in such securities. Pricing methods and inputs
generated using market inputs, including quoted prices (the closing price in an exchange market), bid prices (the price at to valuation
models
which a used
buyerby the pricing
stands readyservices depend
to purchase), onother
and the security type (i.e., asset
market information. Forclass). Wheresecurities
fixed income possible, that
fair values
are notare
actively
generated using market inputs, including quoted prices (the closing price in an exchange market),
traded, the pricing services use alternative methods to determine fair value for the securities, including quotes bid prices (the
for price at
similar
which a buyer stands ready to purchase), and other market information. For fixed income securities that
fixed income securities, matrix pricing, discounted cash flow using benchmark curves, or other factors. In certain cases, are not actively
traded, the pricing
when market services
data are use alternative
not available, we may methods to determine
use broker quotes orfair value
pricing for the securities,
services including pricing
that use proprietary quotes models
for similar
to
fixed
determine fair value. The proprietary models incorporate unobservable inputs primarily consisting of prepayment cases,
income securities, matrix pricing, discounted cash flow using benchmark curves, or other factors. In certain curves,
when market
discount rates,data are not
default available, we
assumptions, may use
recovery broker
rates, yieldquotes or pricing
assumptions, andservices that useassumptions.
credit spread proprietary pricing models to
determine fair value. The proprietary models incorporate unobservable inputs primarily consisting of prepayment curves,
discount rates, review
An annual defaultisassumptions,
performed onrecovery rates,prices
the security yield received
assumptions,
from and credit spread
our pricing assumptions.
services, which includes discussion
and analysis of the inputs used by the pricing services to value our securities. We also compare the price of certain
An annual
securities sold review
close toisthe
performed on the
quarter end security
to the priceprices
of the received from our
same security pricing
at the services,
balance sheetwhich includes
date to ensure discussion
the reported
and analysis of the inputs
fair value is reasonable. used by the pricing services to value our securities. We also compare the price of certain
securities sold close to the quarter end to the price of the same security at the balance sheet date to ensure the reported
fair value is reasonable.
Equities. Equity securities are primarily exchange-traded and are valued based on the closing bid, official close, or
last trade pricing on an active exchange. If closing prices are not available, securities are valued at the last quoted bid
priceEquities.
or may beEquity
valuedsecurities arelast
using the primarily exchange-traded
available and
price. Securities areare
that valued
thinlybased
tradedonorthe closing
delisted bid,
are official
valued close, or
using
last trade pricing on an
unobservable pricing data. active exchange. If closing prices are not available, securities are valued at the last quoted bid
price or may be valued using the last available price. Securities that are thinly traded or delisted are valued using
unobservable
Commingled pricing data.Fixed income and public equity securities may each be combined into commingled fund
Funds.
investments. Most commingled funds are valued to reflect our interest in the fund based on the reported year-end net
Commingled
asset Funds. Fixed income and public equity securities may each be combined into commingled fund
value (“NAV”).
investments. Most commingled funds are valued to reflect our interest in the fund based on the reported year-end net
asset value (“NAV”).
Derivative Financial Instruments. Exchange-traded derivatives for which market quotations are readily available are
valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary
Derivative
market Financial
or exchange they areExchange-traded
Instruments.
on which derivatives
traded. Over-the-counter for whichare
derivatives market quotationstraded
not exchange are readily available
and are valuedare
valuedindependent
using at the last reported sale price
pricing services oror official closing price
industry-standard as reported
valuation modelsbysuchan independent
as a discountedpricing service
cash flow. on the primary
When
market or exchange
discounted cash flowon whichare
models theyused,
are traded.
projectedOver-the-counter
future cash flows derivatives are nottoexchange
are discounted a presenttraded and are
value using valued
market-based
using independent
expectations pricing
for interest services
rates, or industry-standard
foreign valuation models
exchange rates, commodity prices, such
and theas a discountedterms
contractual cashofflow. When
the derivative
discounted
instruments.cash Theflow models
discount are
rate used,
used projected
is the relevantfuture cash flows
benchmark are discounted
interest to a present
rate (e.g., LIBOR, SOFR, value usingplus
SONIA) market-based
an
expectations for interest rates, foreign exchange rates, commodity prices, and the contractual terms
adjustment for non-performance risk. The adjustment reflects the full credit default swap (“CDS”) spread applied to a net of the derivative
instruments.
exposure, by The discount rate
counterparty, used is the
considering the relevant benchmark
master netting interestand
agreements rateany
(e.g., LIBOR,
posted SOFR, SONIA)
collateral. We use ourplus an
adjustment for non-performance risk. The adjustment reflects the full credit default swap (“CDS”)
counterparty’s CDS spread when we are in a net asset position and our own CDS spread when we are in a net liability spread applied to a net
exposure, by counterparty, considering the master netting agreements and any posted collateral.
position. In cases when market data are not available, we use broker quotes and models (e.g., Black-Scholes) to We use our
counterparty’s CDS spread
determine fair value. when we
This includes are in a net
situations asset
where position
there andofour
is a lack own CDS
liquidity for aspread when
particular we areorincommodity,
currency a net liability
or
position. In cases when market data are not available, we use broker quotes and models
when the instrument is longer dated. When broker quotes or models are used to determine fair value, the derivative(e.g., Black-Scholes) to is
determine
categorizedfair value.
within This
Level 3 includes situations
of the hierarchy. Allwhere
other there is a lack
derivatives areofcategorized
liquidity forwithin
a particular
Level currency
2. or commodity, or
when the instrument is longer dated. When broker quotes or models are used to determine fair value, the derivative is
categorized
Alternativewithin LevelHedge
Assets. 3 of thefunds
hierarchy. All other
generally derivatives
hold liquid are categorized
and readily-priced within Level
securities, such 2.as public equities, exchange-
traded derivatives, and corporate bonds. Private equity and real estate investments are less liquid. External investment
Alternative
managers Assets.
typically Hedge
report fundsreflecting
valuations generallyinitial
hold liquid
cost orand readily-priced
updated securities,
appraisals, which aresuch as public
adjusted for equities,
cash flows,exchange-
and
traded derivatives, and corporate bonds. Private equity and real estate investments are less liquid. External
realized and unrealized gains/losses. All alternative assets are valued at the NAV provided by the investment sponsor or investment
managers typically reportas
third party administrator, valuations reflecting
they do not initial cost or updated
have readily-available marketappraisals,
quotations.which are adjusted
Valuations may beforlagged
cash flows,
up to and
realized
six months. The NAV will be adjusted for cash flows (additional investments or contributions, and distributions)sponsor
and unrealized gains/losses. All alternative assets are valued at the NAV provided by the investment throughor
third party administrator, as they do not have readily-available market quotations. Valuations may
year end. We may make further adjustments for any known substantive valuation changes not reflected in the NAV.be lagged up to
six months. The NAV will be adjusted for cash flows (additional investments or contributions, and distributions) through
year end. We may make further adjustments for any known substantive valuation changes not reflected in the NAV.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
NOTES POLICIES (Continued)
TO THE FINANCIAL STATEMENTS
NOTEWe2.maySUMMARY OF contracts
hold annuity SIGNIFICANT
withinACCOUNTING POLICIES
some of our non-U.S. (Continued)
pension plans (see Note 17). Generally, the contract
valuation method is applied for markets where we have purchased non-participating annuity contracts from an insurer as a
planWe mayThe
asset. holdFord-Werke
annuity contracts
GmbHwithin some of our
(“Ford-Werke”) non-U.S.
defined pension
benefit plans
plan is (see funded
primarily Note 17). Generally,
through the contract
a participating group
valuation
insurancemethod
contract. is applied
For the for markets where
Ford-Werke we measure
plan, we have purchased non-participating
the fair value annuity
of the insurance contracts
asset from anexpected
by projecting insurer as a
plan
futureasset. The Ford-Werke
cash flows GmbHand
from the contract (“Ford-Werke”) defined
discounting them benefit plan
to present is based
value primarily
on funded
current through a participating
market rates as well asgroup
an
insurance contract. For the Ford-Werke plan, we measure the fair value of the insurance asset by
assessment for non-performance risk of the insurance company. The assumptions used to project expected futureprojecting expected
cash
future cash
flows are flowson
based from the contract
actuarial and and
estimates discounting them to present
are unobservable. value based
We include on current
all annuity market
contracts rates
within as 3well
Level as an
of the
assessment
hierarchy. for non-performance risk of the insurance company. The assumptions used to project expected future cash
flows are based on actuarial estimates and are unobservable. We include all annuity contracts within Level 3 of the
hierarchy.
Finance Receivables. We measure finance receivables at fair value using internal valuation models (see Note 10).
These models project future cash flows of financing contracts based on scheduled contract payments (including principal
and Finance
interest) Receivables.
and assumptionsWe regarding
measure finance
expected receivables
credit lossesat fair
and value using internal
pre-payment valuation
speed. models cash
The projected (see Note
flows10).
are
These
discounted to present value at current rates that incorporate present yield curve and credit spread assumptions. principal
models project future cash flows of financing contracts based on scheduled contract payments (including The fair
and
valueinterest) andreceivables
of finance assumptions regarding expected
is categorized credit3 losses
within Level and pre-payment speed. The projected cash flows are
of the hierarchy.
discounted to present value at current rates that incorporate present yield curve and credit spread assumptions. The fair
value
Onofafinance receivables
nonrecurring basis,iswe
categorized within
also measure at Level 3 of retail
fair value the hierarchy.
contracts greater than 120 days past due or deemed to
be uncollectible, and individual dealer loans probable of foreclosure. We use the fair value of collateral, adjusted for
On a nonrecurring
estimated costs to sell,basis, we alsothe
to determine measure at fair
fair value valuereceivables.
of these retail contracts
Thegreater thanfor
collateral 120 days financing
a retail past due or
or deemed to
wholesale
be uncollectible, and individual dealer loans probable of foreclosure. We use the
receivable is the vehicle financed, and for dealer loans is real estate or other property. fair value of collateral, adjusted for
estimated costs to sell, to determine the fair value of these receivables. The collateral for a retail financing or wholesale
receivable
The fairisvalue
the vehicle financed,
of collateral and for
for retail dealer loans
receivables is real estate
is calculated or other
as the property.
outstanding receivable balances multiplied by the
average recovery value percentage. The fair value of collateral for wholesale receivables is based on the wholesale
Thevalue
market fair value of collateral
or liquidation forfor
value retail
newreceivables is calculated
and used vehicles. Theas the
fair outstanding
value receivable
of collateral balances
for dealer multiplied
loans is by the
determined by
average recovery value percentage. The fair value of collateral for wholesale receivables is based
reviewing various appraisals, which include total adjusted appraised value of land and improvements, alternate use on the wholesale
market value
appraised or liquidation
value, value for
broker’s opinion of new and
value, and used vehicles.
purchase The fair value of collateral for dealer loans is determined by
offers.
reviewing various appraisals, which include total adjusted appraised value of land and improvements, alternate use
appraised
Debt. value, broker’s
We measure opinion
debt at fairofvalue
value,using
and purchase offers.
quoted prices for our own debt with approximately the same remaining
maturities (see Note 19). Where quoted prices are not available, we estimate fair value using discounted cash flows and
Debt. We expectations
market-based measure debtfor atinterest
fair value using
rates, quoted
credit risk,prices for contractual
and the our own debt withofapproximately
terms the sameFor
the debt instruments. remaining
certain
maturities (see
short-term debt Note 19).original
with an Wherematurity
quoted date
prices
of are
onenot
yearavailable, we assume
or less, we estimatethat
fair book
valuevalue
usingisdiscounted cash flows and
a reasonable
market-based expectations
approximation for interest
of the debt’s fair rates,
value. The faircredit
valuerisk, and is
of debt thecategorized
contractualwithin
termsLevel
of the2debt instruments.
of the hierarchy. For certain
short-term debt with an original maturity date of one year or less, we assume that book value is a reasonable
approximation
Finance of the Incentives
and Lease debt’s fair value. The fair value of debt is categorized within Level 2 of the hierarchy.

Finance and Lease


We routinely Incentives
sponsor special retail financing and lease incentives to dealers’ customers who choose to finance or
lease our vehicles from Ford Credit. The cost for these incentives is included in our estimate of variable consideration
whenWethe routinely
vehicle sponsor
is sold tospecial retail Ford
the dealer. financing
Creditand lease aincentives
records reductiontotodealers’ customers
the finance whoor
receivable choose to finance
reduces the costor of the
lease our vehicles from Ford Credit. The cost for these incentives is included in our estimate of variable
vehicle operating lease when it records the underlying finance contract, and we transfer to Ford Credit the amount of the consideration
when the on
incentive vehicle is of
behalf sold
thetodealer’s
the dealer. Ford Credit
customer. records
See Note 1 fora additional
reduction to the finance
information receivable
regarding or reducesbetween
transactions the cost of the
vehicle
Automotive and Ford Credit. The Ford Credit segment recognized interest revenue of $2.4 billion, $2.4 billion, and of the
operating lease when it records the underlying finance contract, and we transfer to Ford Credit the amount
incentive
$2.1 billiononinbehalf
2020,of the dealer’s
2021, and 2022,customer. See Note
respectively, 1 for depreciation
and lower additional information regarding
of $2.3 billion, $1.9 transactions between
billion, and $1.2 billion in
Automotive and Ford Credit. The Ford Credit segment recognized
2020, 2021, and 2022, respectively, associated with these incentives. interest revenue of $2.4 billion, $2.4 billion, and
$2.1 billion in 2020, 2021, and 2022, respectively, and lower depreciation of $2.3 billion, $1.9 billion, and $1.2 billion in
2020, 2021,
Supplier andAdjustments
Price 2022, respectively, associated with these incentives.

Supplier Price Adjustments


We frequently negotiate price adjustments with our suppliers throughout a production cycle, even after receiving
production material. These price adjustments relate to changes in design specification or other commercial terms such as
We frequently
economics, negotiate
productivity, and price adjustments
competitive with
pricing. Weour suppliersprice
recognize throughout a production
adjustments when we cycle,
reacheven
finalafter receiving
agreement with
production
our suppliers. In general, we avoid direct price changes in consideration of future business; however, when terms
material. These price adjustments relate to changes in design specification or other commercial these such
occur,as
economics,
our policy is productivity,
to defer the and competitive
recognition pricing.
of any We recognize
such price priceexplicitly
change given adjustments when we reach
in consideration final business.
of future agreement with
our suppliers. In general, we avoid direct price changes in consideration of future business; however, when these occur,
our policy is to defer the recognition of any such price change given explicitly in consideration of future business.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
NOTES POLICIES (Continued)
TO THE FINANCIAL STATEMENTS
NOTE 2. SUMMARY
Government OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Incentives

Government
We receive Incentives
incentives from U.S. and non-U.S. governmental entities in the form of tax rebates or credits, grants, and
loans. Government incentives are recorded in our consolidated financial statements in accordance with their purpose as a
We receive
reduction incentives
of expense from
or other U.S. and
income. non-U.S.
The benefit governmental entities when
is generally recorded in the all
form of tax rebates
conditions or credits,
attached grants, and
to the incentive
loans. Government incentives are recorded in our consolidated financial statements in accordance
have been met and there is reasonable assurance of receipt. Government incentives related to capital investmentwith their purpose
areas a
reduction of expense or other income. The benefit is generally recorded when all conditions attached to the
recognized in Net Property as a reduction to the net book value of the related asset. The incentives are recognized over incentive
have been
the life met
of the and as
asset there is reasonable
a reduction assuranceand
to depreciation of receipt. Government
amortization expense. incentives related to capital investment are
recognized in Net Property as a reduction to the net book value of the related asset. The incentives are recognized over
the life of the
During asset
2022, weaswere
a reduction
awardedtoincentives
depreciation andState
by the amortization expense.
of Tennessee related to land, capital, and property tax
abatements in connection with Ford’s capital investment in our new electric vehicle assembly plant and job commitments.
During
These 2022, are
incentives we were awarded
available incentives by
until December the State
2051. of Tennessee
The fair value of therelated to land,
land benefit in capital,
2022 was and property
$144 taxand was
million
abatements in connection with Ford’s capital investment in our new electric vehicle assembly plant and job
recorded in Net Property fully offset by the value of the incentive. A capital grant of $285 million is expected to be commitments.
These incentives
received are available
in 2023 and will reduceuntil
theDecember 2051.
depreciation and The fair valueexpense
amortization of the land benefit
over inof
the life 2022
the was $144
related million and was
assets.
recorded in Net Property fully offset by the value of the incentive. A capital grant of $285 million is expected to be
received in 2023
In 2022, and will
we were alsoreduce theincentives
awarded depreciation
by and amortization
the Canadian expense over
government the life ofofthe
and Province relatedinassets.
Ontario connection with
the development of electric vehicles at our Oakville Assembly Plant. Equipment, tooling, and labor incentives of
In 2022,
C$590 millionwe were
are also awarded
expected incentives
to be received overby the
the Canadian
terms of the government
agreements and Province
beginning of Ontario
in 2024 in connection
through with
2033 and will be
the development of electric vehicles at our Oakville
recognized as a reduction of the related expenses. Assembly Plant. Equipment, tooling, and labor incentives of
C$590 million are expected to be received over the terms of the agreements beginning in 2024 through 2033 and will be
recognized
Ford may as also
a reduction of benefit
indirectly the related
fromexpenses.
incentives and grants awarded to companies with which we are affiliated but are
not included in our consolidated financial statements.
Ford may also indirectly benefit from incentives and grants awarded to companies with which we are affiliated but are
not included in ourof
Ford’s receipt consolidated
governmentfinancial statements.
incentives could be subject to reduction, termination, or claw back. Claw back
provisions are monitored for ongoing compliance and are accrued for when losses are deemed probable and estimable
(seeFord’s receipt of government incentives could be subject to reduction, termination, or claw back. Claw back
Note 25).
provisions are monitored for ongoing compliance and are accrued for when losses are deemed probable and estimable
(see Note Other
Selected 25). Costs

Selected Other Costs


Engineering, research, and development expenses are reported in Cost of sales and primarily consist of salaries,
materials, and associated costs. Engineering, research, and development costs are expensed as incurred when
Engineering,
performed research,
internally or whenand development
performed expenses
by a supplier areguarantee
if we reported inreimbursement.
Cost of sales and primarily consist
Advertising of reported
costs are salaries, in
materials, and associated
Selling, administrative, andcosts. Engineering,
other expenses andresearch, and development
are expensed as incurred. costs are expensed
Engineering, as incurred
research, when and
development,
performed
advertisinginternally
expensesorforwhen performed
the years byDecember
ended a supplier31
if we guarantee
were reimbursement.
as follows (in billions): Advertising costs are reported in
Selling, administrative, and other expenses and are expensed as incurred. Engineering, research, development, and
2020 2021 2022
advertising expenses for the years ended December 31 were as follows (in billions):
Engineering, research, and development $ 7.1 $ 7.6 $ 7.8
2020 2021 2022
Advertising 2.8 3.1 2.2
Engineering, research, and development $ 7.1 $ 7.6 $ 7.8
Advertising 2.8 3.1 2.2

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 3. NEW ACCOUNTING STANDARDS
NOTES TO THE FINANCIAL STATEMENTS
NOTE 3. NEW
Adoption ACCOUNTING
of New STANDARDS
Accounting Standards

Adoption of New
Accounting Accounting
Standards Standards
Update (“ASU”) 2021-10, Government Assistance: Disclosures by Business Entities about
Government Assistance. Effective January 1, 2022, we adopted the new standard, which requires entities to provide
Accounting
certain Standards
disclosures in annualUpdate
period(“ASU”) 2021-10,
financial Government
statements for those Assistance:
transactionsDisclosures by Business
with governments Entities
that are aboutfor
accounted
Government Assistance. Effective January 1, 2022, we adopted the new standard, which requires entities to
by applying a grant or contribution accounting model via analogy to other applicable accounting standards. Adoption of provide
certain
the newdisclosures in not
standard did annual
have period financial
a material statements
impact for those transactions
to our consolidated with governments
financial statement that are accounted for
disclosures.
by applying a grant or contribution accounting model via analogy to other applicable accounting standards. Adoption of
the new standard
We also did not
adopted the have a material
following impact2022,
ASUs during to ournone
consolidated
of which financial statement
had a material disclosures.
impact to our consolidated financial
statements or financial statement disclosures:
We also adopted the following ASUs during 2022, none of which had a material impact to our consolidated financial
statements or financial statement disclosures:
ASU Effective Date
2021-04 Issuer’s Accounting for Certain Modifications or Exchanges of Warrants January 1, 2022
ASU Effective Date
2021-05 Lessors - Certain Leases with Variable Lease Payments January 1, 2022
2021-04 Issuer’s Accounting for Certain Modifications or Exchanges of Warrants January 1, 2022
2021-08 Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers January 1, 2022
2021-05 Lessors - Certain Leases with Variable Lease Payments January 1, 2022
2022-06 Reference Rate Reform: Deferral of the Sunset Date of Topic 848 December 21, 2022
2021-08 Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers January 1, 2022
2022-06 Reference Rate Reform: Deferral of the Sunset Date of Topic 848 December 21, 2022
Accounting Standards Issued But Not Yet Adopted

Accounting Standards
ASU 2022-02, Issued
Financial But Not –Yet
Instruments Adopted
Credit Losses, Troubled Debt Restructurings and Vintage Disclosures. In
March 2022, the FASB issued a new accounting standard that eliminates the troubled debt recognition and measurement
ASU 2022-02,
guidance. The newFinancial
standardInstruments
requires that– Credit
an entityLosses,
apply Troubled Debt Restructurings
the loan refinancing and Vintage
and restructuring Disclosures.
guidance in ASC 310In to
March 2022, the FASB issued a new accounting standard that eliminates the troubled debt recognition
all loan modifications and/or receivable modifications. It also enhances disclosure requirements for certain refinancings and measurement
guidance. The newbystandard
and restructurings creditorsrequires
when a that an entity
borrower apply the loan
is experiencing refinancing
financial andand
difficulty restructuring guidance of
requires disclosure in ASC 310 to
current-
all loan modifications and/or receivable modifications. It also enhances disclosure requirements for certain
period gross charge-offs by year of origination in the vintage disclosure. The new standard is effective for fiscal years, refinancings
and
and restructurings
interim periodsby creditors
within thosewhen
fiscalayears,
borrower is experiencing
beginning financial15,
after December difficulty
2022. andThe requires
adoptiondisclosure
of the newofstandard
current- is not
period
expected to have a material impact on our consolidated financial statements or financial statement disclosures. years,
gross charge-offs by year of origination in the vintage disclosure. The new standard is effective for fiscal
and interim periods within those fiscal years, beginning after December 15, 2022. The adoption of the new standard is not
expected to have
All other ASUsa issued
material impact
but onadopted
not yet our consolidated
were assessedfinancial
andstatements
determined ortofinancial statement
be either disclosures.
not applicable or are not
expected to have a material impact on our consolidated financial statements or financial statement disclosures.
All other ASUs issued but not yet adopted were assessed and determined to be either not applicable or are not
expected to have a material impact on our consolidated financial statements or financial statement disclosures.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 4. REVENUE NOTES TO THE FINANCIAL STATEMENTS
NOTE
The4.following
REVENUE tables disaggregate our revenue by major source for the years ended December 31 (in millions):
2020
The following tables disaggregate our revenue by major source for the years ended December 31 (in millions):
Company Excluding
Ford Credit 2020
Ford Credit Consolidated
Vehicles, parts, and accessories $Company Excluding
110,180 $ — $ 110,180
Ford Credit Ford Credit Consolidated
Used vehicles 2,935 — 2,935
Vehicles, parts, and accessories $ 110,180 $ — $ 110,180
Services and other revenue (a) 2,514 161 2,675
Used vehicles 2,935 — 2,935
Revenues from sales and services 115,629 161 115,790
Services and other revenue (a) 2,514 161 2,675
Revenues from sales and services 115,629 161 115,790
Leasing income 312 5,653 5,965
Financing income — 5,261 5,261
Leasing income 312 5,653 5,965
Insurance income — 128 128
Financing income — 5,261 5,261
Total revenues $ 115,941 $ 11,203 $ 127,144
Insurance income — 128 128
Total revenues $ 115,941 $ 2021 11,203 $ 127,144
Company Excluding
Ford Credit 2021
Ford Credit Consolidated
Vehicles, parts, and accessories $Company Excluding
120,973 $ — $ 120,973
Ford Credit Ford Credit Consolidated
Used vehicles 2,358 — 2,358
Vehicles, parts, and accessories $ 120,973 $ — $ 120,973
Services and other revenue (a) 2,651 161 2,812
Used vehicles 2,358 — 2,358
Revenues from sales and services 125,982 161 126,143
Services and other revenue (a) 2,651 161 2,812
Revenues from sales and services 125,982 161 126,143
Leasing income 286 5,291 5,577
Financing income — 4,560 4,560
Leasing income 286 5,291 5,577
Insurance income — 61 61
Financing income — 4,560 4,560
Total revenues $ 126,268 $ 10,073 $ 136,341
Insurance income — 61 61
Total revenues $ 126,268 $ 2022 10,073 $ 136,341
Company Excluding
Ford Credit 2022
Ford Credit Consolidated
Vehicles, parts, and accessories $Company Excluding
144,471 $ — $ 144,471
Ford Credit Ford Credit Consolidated
Used vehicles 1,719 — 1,719
Vehicles, parts, and accessories $ 144,471 $ — $ 144,471
Services and other revenue (a) 2,688 100 2,788
Used vehicles 1,719 — 1,719
Revenues from sales and services 148,878 100 148,978
Services and other revenue (a) 2,688 100 2,788
Revenues from sales and services 148,878 100 148,978
Leasing income 201 4,569 4,770
Financing income — 4,254 4,254
Leasing income 201 4,569 4,770
Insurance income — 55 55
Financing income — 4,254 4,254
Total revenues $ 149,079 $ 8,978 $ 158,057
Insurance income — 55 55
__________
(a) Total revenues
Includes extended service contract revenue. $ 149,079 $ 8,978 $ 158,057
__________
(a) Includes extended service contract revenue.
Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally this
occurs when we transfer control of our vehicles, parts, or accessories, or provide services. Revenue is measured as the
Revenue
amount is recognized
of consideration wewhen
expectobligations
to receiveunder the terms
in exchange for of a contract goods
transferring with our
or customer
providing are satisfied;
services. Forgenerally thisof
the majority
occurs when
sales, this we transfer
occurs control of
when products areour vehicles,
shipped parts,
from our or accessories,facilities.
manufacturing or provideHowever,
services.we Revenue is measured
defer a portion of theas the
amount of consideration
consideration we expect
received when there istoareceive in exchange
separate for transferring
future or stand-ready goods or providing
performance obligation,services. For the majority
such as extended serviceof
sales, thisor
contracts occurs when
ongoing products
vehicle are shipped
connectivity. fromvalue-added,
Sales, our manufacturing facilities.
and other taxes weHowever, we defer a portion
collect concurrent of the
with revenue-
consideration received
producing activities are when therefrom
excluded is arevenue.
separate Incidental
future or stand-ready performance
items that are immaterialobligation, suchofas
in the context theextended
contract service
are
contracts
recognized as expense. The expected costs associated with our base warranties and field service actionsrevenue-
or ongoing vehicle connectivity. Sales, value-added, and other taxes we collect concurrent with are recognized
producing
as expenseactivities
when theare excluded
products arefrom
soldrevenue.
(see NoteIncidental
25). Weitems
do notthat areany
have immaterial
materialin the context
significant of the contract
payment terms asare
recognized as expense. The expected costs associated
payment is received at or shortly after the point of sale. with our base warranties and field service actions are recognized
as expense when the products are sold (see Note 25). We do not have any material significant payment terms as
payment is received at or shortly after the point of sale.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 4. REVENUE (Continued) NOTES TO THE FINANCIAL STATEMENTS
NOTE 4. REVENUE
Company Excluding(Continued)
Ford Credit

Company Excluding
Vehicles, Parts, and Ford Credit
Accessories. For the majority of vehicles, parts, and accessories, we transfer control and
recognize a sale when we ship the product from our manufacturing facility to our customer (dealers and distributors). We
Vehicles,
receive Parts,toand
cash equal invoice price For
theAccessories. the majority
for most vehicle of vehicles,
sales at the parts,
time ofand accessories,
wholesale. When wethetransfer
vehiclecontrol
sale isand
financed
recognize a sale when we ship the product from our manufacturing facility to our customer (dealers
by our wholly-owned subsidiary Ford Credit, the dealer is obligated to pay Ford Credit when it sells the vehicle to the retail and distributors). We
receive cash equal to the invoice price for most vehicle sales at the time of wholesale. When
customer (see Note 10). Payment terms on part sales to dealers, distributors, and retailers range from 30 to 120 days. the vehicle sale is financed
by
Theour wholly-owned
amount subsidiary
of consideration weFord
receiveCredit,
and the dealerwe
revenue is recognize
obligated to pay Ford
varies Credit when
with changes it sellsrights
in return the vehicle to the retail
and marketing
customer (see Note 10). Payment terms on part sales to dealers, distributors, and retailers range
incentives we offer to our customers and their customers. When we give our dealers the right to return eligible parts from 30 to 120 days.
and
The amount of consideration we receive and revenue we recognize varies with changes in
accessories, we estimate the expected returns based on an analysis of historical experience. Estimates of marketingreturn rights and marketing
incentives
incentives we
are offer
basedto on
ourexpected
customers andand
retail their customers.
fleet When mix
sales volumes, we give our dealers
of products to bethe right
sold, and to incentive
return eligible partsto
programs and
be
accessories, we estimate the expected returns based on an analysis of historical experience.
offered. Customer acceptance of products and programs, as well as other market conditions, will impact these estimates. Estimates of marketing
incentives are estimate
We adjust our based onofexpected
revenueretail
at theand fleetofsales
earlier whenvolumes,
the value mix
of of products to we
consideration be sold,
expectand to incentive programs
receive changes or to be
when
offered. Customer acceptance of products and programs, as well as other market conditions,
the consideration becomes fixed. As a result of changes in our estimate of marketing incentives, we recorded a decrease will impact these estimates.
We adjust our
in revenue estimate
of $973 of revenue
million during 2020 at the
andearlier of wheninthe
an increase value of
revenue of consideration
$252 million and we $209
expect to receive
million duringchanges
2021 and or 2022,
when
the consideration becomes fixed. As a result of changes
respectively, related to revenue recognized in prior annual periods. in our estimate of marketing incentives, we recorded a decrease
in revenue of $973 million during 2020 and an increase in revenue of $252 million and $209 million during 2021 and 2022,
respectively,
We have related
electedtotorevenue
recognize recognized
the cost forin prior annual
freight periods.when control over vehicles, parts, or accessories have
and shipping
transferred to the customer as an expense in Cost of sales.
We have elected to recognize the cost for freight and shipping when control over vehicles, parts, or accessories have
transferred
We sell to the customer
vehicles to dailyas an expense
rental in Cost
companies and of
maysales.
guarantee that we will pay them the difference between an agreed
amount and the value they are able to realize upon resale. At the time of transfer of vehicles to the daily rental
We sell vehicles
companies, we recordtothe
daily rental companies
probable amount weandwill may guarantee
pay under that we willtopay
the guarantee them
Other the difference
liabilities between
and deferred an agreed
revenue (see
amount and
Note 25). the value they are able to realize upon resale. At the time of transfer of vehicles to the daily rental
companies, we record the probable amount we will pay under the guarantee to Other liabilities and deferred revenue (see
NoteUsed
25). Vehicles. We sell used vehicles both at auction and through our consolidated dealerships. Proceeds from the
sale of these vehicles are recognized in Company excluding Ford Credit revenues upon transfer of control of the vehicle
Used
to the andWe
Vehicles.
customer, the sell usedvehicle
related vehicles both atvalue
carrying auction and through
is recognized in our
Costconsolidated
of sales. dealerships. Proceeds from the
sale of these vehicles are recognized in Company excluding Ford Credit revenues upon transfer of control of the vehicle
to the customer,
Services andand therevenue.
other related vehicle carryingorvalue
For separate is recognized
stand-ready in Costobligations
performance of sales. that are included as part of the
vehicle consideration received (e.g., free extended service contracts, vehicle connectivity, over-the-air updates), we use
Services and
an observable other
price revenue. the
to determine For stand-alone
separate or stand-ready
selling price performance
or, when one obligations that are
is not available, we included as part margin
use a cost-plus of the
vehicle consideration
approach. We also sell received (e.g.,priced
separately free extended service contracts,
service contracts that extend vehicle connectivity,
mechanical over-the-aircoverages
and maintenance updates), we use
beyond
an
ourobservable priceagreements
base warranty to determineto the stand-alone
vehicle owners. selling price or,
We receive when one
payment is not available,
at contract inceptionweanduse
theacontracts
cost-plusgenerally
margin
approach.
range from We12 toalso
120sell separately
months. priced service
We recognize revenuecontracts that extend
for vehicle servicemechanical
contracts thatandextend
maintenance coverages
mechanical and beyond
our base warranty agreements to vehicle owners. We receive payment at contract inception
maintenance coverages beyond our base warranties over the term of the agreement in proportion to the costs we and the contracts generally
expect
range from 12 to 120 months. We recognize revenue for vehicle service contracts that extend mechanical
to incur in satisfying the contract obligations. Revenue related to other future or stand-ready performance obligations is and
maintenance coverages
generally recognized on abeyond our base
straight-line warranties
basis over the over theinterm
period which of services
the agreement in proportion
are expected to the costs we expect
to be performed.
to incur in satisfying the contract obligations. Revenue related to other future or stand-ready performance obligations is
generally
We hadrecognized
a balanceon ofa$4.2
straight-line
billion andbasis
$4.3over theofperiod
billion in which
unearned services
revenue are expected
associated to be
primarily performed.
with outstanding extended
service contracts reported in Other liabilities and deferred revenue at December 31, 2020 and 2021, respectively. We
We had$1.3
recognized a balance
billion of $4.2
and billion
$1.4 and
billion of $4.3 billion of unearned
the unearned amounts as revenue
revenueassociated
during theprimarily with outstanding
years ended December 31,extended
2021
service
and 2022, respectively. At December 31, 2022, the unearned amount was $4.4 billion. We expect to recognize We
contracts reported in Other liabilities and deferred revenue at December 31, 2020 and 2021, respectively.
recognized $1.3
approximately billion
$1.3 andof$1.4
billion billion of the
the unearned unearned
amount amounts
in 2023, as revenue
$1.1 billion during
in 2024, and the years ended
$2 billion December 31, 2021
thereafter.
and 2022, respectively. At December 31, 2022, the unearned amount was $4.4 billion. We expect to recognize
approximately
We record $1.3 billion of
a premium the unearned
deficiency reserveamount
to theinextent
2023,we$1.1 billion in
estimate the2024,
futureand $2 associated
costs billion thereafter.
with extended service
contracts exceed the unrecognized revenue. Amounts paid to dealers to obtain these contracts are deferred and recorded
We record
as Other a premium
assets. deficiency
These costs reserve to
are amortized to expense
the extentconsistent
we estimate
withthe
howfuture costs associated
the related revenue iswith extendedWe
recognized. service
had a
contracts
balance of $309 million and $315 million in deferred costs as of December 31, 2021 and 2022, respectively. We recorded
exceed the unrecognized revenue. Amounts paid to dealers to obtain these contracts are deferred and
as Other assets.
recognized These$81
$79 million, costs are amortized
million, to expense
and $88 million consistent during
of amortization with howthethe related
years revenue
ended is recognized.
December We had
31, 2020, 2021, anda
balance of $309 million
2022, respectively. and $315 million in deferred costs as of December 31, 2021 and 2022, respectively. We
recognized $79 million, $81 million, and $88 million of amortization during the years ended December 31, 2020, 2021, and
2022, respectively.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 4. REVENUE (Continued) NOTES TO THE FINANCIAL STATEMENTS
NOTE We4.also
REVENUE (Continued)
receive other revenue related to vehicle-related design and testing services we perform for others, various
Mobility operations, and net commissions for serving as the agent in facilitating the sale of a third party’s products or
We also
services receive
to our other revenue
customers. We haverelated to the
applied vehicle-related design and
practical expedient testing services
to recognize we perform
Automotive revenuesforfor
others, various
vehicle-related
Mobility
design andoperations, and net over
testing services commissions
the two tofor serving
three yearas theof
term agent inagreements
these facilitating the sale of a third
in proportion party’s
to the products
amount or the
we have
services to our
right to invoice. customers. We have applied the practical expedient to recognize Automotive revenues for vehicle-related
design and testing services over the two to three year term of these agreements in proportion to the amount we have the
rightLeasing
to invoice.
Income. We sell vehicles to daily rental companies with an obligation to repurchase the vehicles for a
guaranteed amount, exercisable at the option of the customer. The transactions are accounted for as operating leases.
UponLeasing Income.
the transfer We sell to
of vehicles vehicles to rental
the daily daily rental companies
companies, with an
we record obligation
proceeds to repurchase
received in Otherthe vehicles
liabilities fordeferred
and a
guaranteed amount, exercisable at the option of the customer. The transactions are accounted for as
revenue. The difference between the proceeds received and the guaranteed repurchase amount is recorded in Companyoperating leases.
Upon the transfer
excluding of vehicles
Ford Credit revenuesto the
overdaily rentalofcompanies,
the term we record
the lease using proceedsmethod.
a straight-line receivedThe
in Other liabilities
cost of and is
the vehicle deferred
revenue. The difference between the proceeds received and the guaranteed repurchase amount is recorded
recorded in Net investment in operating leases on our consolidated balance sheets and the difference between the in Company
cost of
excluding Ford Credit revenues over the term of the lease using a straight-line method. The cost
the vehicle and the estimated auction value is depreciated in Cost of sales over the term of the lease. of the vehicle is
recorded in Net investment in operating leases on our consolidated balance sheets and the difference between the cost of
the
Fordvehicle
Creditand the estimated auction value is depreciated in Cost of sales over the term of the lease.
Segment

FordLeasing
Credit Income.
SegmentFord Credit offers leasing plans to retail consumers through Ford and Lincoln brand dealers that
originate the leases. Ford Credit records an operating lease upon purchase of a vehicle subject to a lease from the
Leasing
dealer. Income.
The retail Ford Credit
consumer makes offers
leaseleasing plansrepresenting
payments to retail consumers through
the difference Ford and
between Lincoln
Ford brand
Credit’s dealersprice
purchase that of
originate the leases. Ford Credit records an operating lease upon purchase of a vehicle subject to a lease
the vehicle and the contractual residual value of the vehicle plus lease fees, which we recognize on a straight-line basis from the
dealer.
over theThe
termretail consumer
of the makes lease
lease agreement. payments and
Depreciation representing theloss
the gain or difference between Ford
upon disposition of theCredit’s
vehiclepurchase
is recordedprice
in of
the vehicle and the contractual residual value
Ford Credit interest, operating, and other expenses. of the vehicle plus lease fees, which we recognize on a straight-line basis
over the term of the lease agreement. Depreciation and the gain or loss upon disposition of the vehicle is recorded in
FordFinancing
Credit interest,
Income. operating, and other
Ford Credit expenses.
originates and purchases finance installment contracts. Financing income represents
interest earned on the finance receivables (including sales-type and direct financing leases). Interest is recognized using
Financing
the interest andFord
Income.
method Credit
includes theoriginates and of
amortization purchases finance
certain direct installment
origination contracts. Financing income represents
costs.
interest earned on the finance receivables (including sales-type and direct financing leases). Interest is recognized using
the interest method
Insurance and Income
Income. includesfrom
the amortization of certain
insurance contracts direct origination
is recognized evenlycosts.
over the term of the agreement. Insurance
commission revenue is recognized on a net basis at the time of sale of the third party’s product or service to our customer.
Insurance Income. Income from insurance contracts is recognized evenly over the term of the agreement. Insurance
commission
NOTE revenue
5. OTHER is recognized on a net basis at the time of sale of the third party’s product or service to our customer.
INCOME/(LOSS)

NOTE
The5.amounts
OTHERincluded
INCOME/(LOSS)
in Other income/(loss), net for the years ended December 31 were as follows (in millions):
2020 2021 2022
The amounts included in Other income/(loss), net for the years ended December 31 were as follows (in millions):
Net periodic pension and OPEB income/(cost), excluding service cost (Note 17) $ 69 $ 5,997 $ 1,336
2020 2021 2022
Investment-related interest income 452 254 639
Net periodic pension and OPEB income/(cost), excluding service cost (Note 17) $ 69 $ 5,997 $ 1,336
Interest income/(expense) on income taxes (2) 7 (23)
Investment-related interest income 452 254 639
Realized and unrealized gains/(losses) on cash equivalents, marketable securities, and other
Interest income/(expense)
investments (a) on income taxes (2)
325 7
9,159 (23)
(7,518)
Gains/(Losses) on changes
Realized and unrealized in investments
gains/(losses) in affiliates
on cash (Note 21
equivalents, and Notesecurities,
marketable 22) and other 3,446 368 (147)
investments (a) 325 9,159 (7,518)
Gains/(Losses) on extinguishment of debt (Note 19) (1) (1,702) (121)
Gains/(Losses) on changes in investments in affiliates (Note 21 and Note 22) 3,446 368 (147)
Royalty income 493 619 483
Gains/(Losses) on extinguishment of debt (Note 19) (1) (1,702) (121)
Other 117 31 201
Royalty income 493 619 483
Total $ 4,899 $ 14,733 $ (5,150)
Other 117 31 201
__________
Total $ 4,899 $ 14,733 $ (5,150)
(a) Includes a $9.1 billion gain and $7.4 billion loss on our Rivian investment during the year ended December 31, 2021 and December 31, 2022,
respectively.
__________
(a) Includes a $9.1 billion gain and $7.4 billion loss on our Rivian investment during the year ended December 31, 2021 and December 31, 2022,
respectively.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 6. SHARE-BASED COMPENSATION
NOTES TO THE FINANCIAL STATEMENTS
NOTE 6. SHARE-BASED
Under COMPENSATION
our Long-Term Incentive Plans, we may issue restricted stock units (“RSUs”), restricted stock shares (“RSSs”),
and stock options. RSUs and RSSs consist of time-based and performance-based awards. The number of shares that
mayUnder our Long-Term
be granted in any year Incentive
is limitedPlans,
to 2%weof may issue restricted
our issued stock units
and outstanding (“RSUs”),
Common Stockrestricted stock shares
as of December 31 of(“RSSs”),
the prior
and stockyear.
calendar options.
The RSUs andbe
limit may RSSs consistupoftotime-based
increased 3% in any and year,performance-based
with a corresponding awards. Theinnumber
reduction sharesof shares that
available for
may
grants beingranted in any year
future years. Grantedis limited
RSUstogenerally
2% of our issued
cliff and
vest or outstanding
ratably Common
vest over Stock service
a three-year as of December 31 of the prior
period. Performance-
calendar
based RSUs year.have
Thetwo
limitcomponents:
may be increased up to on
one based 3%internal
in any year, withperformance
financial a corresponding reduction
metrics and theinother
shares available
based for
on total
grants in future years. Granted RSUs generally cliff vest or ratably vest over a three-year service
shareholder return relative to an industrial and automotive peer group. At the time of vest, RSU awards are net settled period. Performance-
based RSUsare
(i.e., shares have two components:
withheld to cover the one based tax
employee on internal financial
obligation). Stockperformance metrics
options ratably vestand
overthe other based
a three-year on total
service
shareholder return relative to an industrial
period and expire ten years from the grant date. and automotive peer group. At the time of vest, RSU awards are net settled
(i.e., shares are withheld to cover the employee tax obligation). Stock options ratably vest over a three-year service
period
Theandfairexpire
value ten years
of both thefrom the grantand
time-based date.
the internal performance metrics portion of the performance-based RSUs
and RSSs is determined using the closing price of our Common Stock at grant date. For awards that include a market
The fair
condition, wevalue of both
measure thethe
fairtime-based
value usingand the internal
a Monte performanceThe
Carlo simulation. metrics portion
weighted of the per
average performance-based RSUs
unit grant date fair value
and RSSs is determined using the closing price of our Common Stock at grant date. For awards
for the years ended December 31, 2020, 2021, and 2022 was $7.11, $13.02, and $15.63, respectively. that include a market
condition, we measure the fair value using a Monte Carlo simulation. The weighted average per unit grant date fair value
for the years ended
Time-based RSUsDecember
generally31, 2020,
have 2021, and
a graded 2022
vesting was $7.11,
feature $13.02,
whereby and $15.63,
one-third of each respectively.
grant vests after the first
anniversary of the grant date, one-third after the second anniversary, and one-third after the third anniversary. The graded
Time-based
vesting RSUs generally
method recognizes haveover
expense a graded vesting
the service feature
period for whereby one-third of each
each separately-vesting grant vests
tranche, whichafter the in
results first
anniversary
accelerated recognition of expense. The fair value of time-based RSUs, RSSs, and stock options is expensed overgraded
of the grant date, one-third after the second anniversary, and one-third after the third anniversary. The the
vesting method
shorter of recognizes
each separate expense
vesting overusing
period, the service period
the graded for each
vesting separately-vesting
method, tranche,
or the time period which results
an employee in
becomes
accelerated recognition
eligible to retain the awardof expense. The fair
at retirement. Thevalue of time-based
fair value RSUs, RSSs,RSUs
of performance-based and stock
and RSSsoptionsis is expensed
expensed overitthe
when is
shorter of each separate vesting period, using the graded vesting method, or the time period an
probable and estimable as measured against the performance metrics over the shorter of the performance or required employee becomes
eligible
service to retain the
periods. Weaward
measureat retirement.
the fair valueThe
of fair
ourvalue
stock of performance-based
options on the date of RSUs and RSSs
grant using eitheristhe
expensed when it is
Black-Scholes
probable and estimable as measured against the performance metrics over the shorter of the performance
option-pricing model (for options without a market condition) or a Monte Carlo simulation (for options with a market or required
service periods. We measure the fair value of our stock options on the date of grant using either
condition). We have elected to recognize forfeitures as an adjustment to compensation expense for all RSUs, RSSs, andthe Black-Scholes
option-pricing
stock options inmodel (for options
the same period without a market condition)
as the forfeitures or a Monte
occur. Expense Carlo simulation
is recorded in Selling,(for options withand
administrative, a market
other
condition).
expenses. We have elected to recognize forfeitures as an adjustment to compensation expense for all RSUs, RSSs, and
stock options in the same period as the forfeitures occur. Expense is recorded in Selling, administrative, and other
expenses.
Restricted Stock Units and Restricted Stock Shares

Restricted
The fairStock Units
value of andRSUs
vested Restricted Stock
and RSSs asShares
well as the compensation cost for the years ended December 31 were as
follows (in millions):
The fair value of vested RSUs and RSSs as well as the compensation cost for the years ended December 31 were as
2020 2021 2022
follows (in millions):
Fair value of vested shares $ 264 $ 217 $ 252
2020 2021 2022
Compensation cost (a) 156 229 223
Fair value of vested shares $ 264 $ 217 $ 252
__________
Compensation cost (a)
(a) Net of tax benefit of $31 million, $74 million, and $113 million in 2020, 2021, and 2022, respectively. 156 229 223
__________
(a) Net of tax
As of benefit of $31
December 31,million,
2022,$74 million,
there was and $113 million in 2020,
approximately $265 2021, and 2022,
million respectively. compensation cost related to non-
in unrecognized
vested RSUs. This expense will be recognized over a weighted average period of 1.9 years.
As of December 31, 2022, there was approximately $265 million in unrecognized compensation cost related to non-
vested
TheRSUs. This expense RSUs
performance-based will begranted
recognized over a2020,
in March weighted
2021,average period
and 2022 of 1.9
include years. Total Shareholder Return
a relative
(“TSR”) metric. Inputs and assumptions used to calculate the fair value at grant date through a Monte Carlo simulation
wereThe performance-based RSUs granted in March 2020, 2021, and 2022 include a relative Total Shareholder Return
as follows:
(“TSR”) metric. Inputs and assumptions used to calculate the fair value at grant date through a Monte Carlo simulation
2020 2021 2022
were as follows:
Fair value per stock award $ 7.21 $ 13.45 $ 18.10
2020 2021 2022
Grant date stock price 7.08 11.93 16.85
Fair value per stock award $ 7.21 $ 13.45 $ 18.10
Assumptions:
Grant date stock price 7.08 11.93 16.85
Ford’s stock price expected volatility (a) 25.4 % 39.9 % 44.8 %
Assumptions:
Expected average volatility of peer companies (a) 26.4 39.6 39.6
Ford’s stock price expected volatility (a) 25.4 % 39.9 % 44.8 %
Risk-free interest rate 0.68 0.32 1.62
Expected average volatility of peer companies (a) 26.4 39.6 39.6
__________
(a)Risk-free interest
Expected ratebased on three years of daily closing share price changes ending on the grant date.
volatility 0.68 0.32 1.62
__________
(a) Expected volatility based on three years of daily closing share price changes ending on the grant date.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 6. SHARE-BASED COMPENSATION
NOTES (Continued)
TO THE FINANCIAL STATEMENTS
NOTE 6. SHARE-BASED
During 2022, activity forCOMPENSATION (Continued)
RSUs and RSSs was as follows (in millions, except for weighted-average fair value):
Weighted-
During 2022, activity for RSUs and RSSs was as follows (in millions, except for weighted-average fair value):
Average
Shares Fair Value
Weighted-
Outstanding, beginning of year 62.5 $
Average10.31
Shares Fair Value
Granted (a) 35.9 15.63
Outstanding, beginning of year 62.5 $ 10.31
Vested (a) (25.6) 9.84
Granted (a) 35.9 15.63
Forfeited (8.9) 12.94
Vested (a) (25.6) 9.84
Outstanding, end of year (b) 63.9 12.90
Forfeited (8.9) 12.94
__________
Outstanding, end of year
(a) Includes shares (b) to non-employee directors.
awarded 63.9 12.90
(b) Excludes
__________ 1,047,856 non-employee director shares that were vested but unissued at December 31, 2022.
(a) Includes shares awarded to non-employee directors.
(b)
StockExcludes 1,047,856 non-employee director shares that were vested but unissued at December 31, 2022.
Options

Stock Options
Activity related to stock options for 2022 was as follows:
Weighted
Activity related to stock options for 2022 was as follows: Average
Weighted Remaining Aggregate
Shares Average Weighted
Contractual Intrinsic Value
(millions) Exercise Price Average
Life (years) (millions)
Weighted Remaining Aggregate
Outstanding, beginning of period Shares 11.9 $ Average 11.15 Contractual Intrinsic Value
(millions) Exercise Price Life (years) (millions)
Granted — —
Outstanding, beginning of period 11.9 $ 11.15
Exercised (a) (1.8) 12.35
Granted — —
Forfeited (including expirations) — —
Exercised (a) (1.8) 12.35
Outstanding, end of period 10.1 10.84
Forfeited (including expirations) — —
Exercisable, end of period 7.9 12.10 3.1 $ 13.4
Outstanding, end of period 10.1 10.84
Options expected to vest 2.2 6.40 7.6 11.7
Exercisable, end of period 7.9 12.10 3.1 $ 13.4
__________
Options
(a) expected
Exercised to vestprices ranging from $6.96 to $15.37 during 2022.
at option 2.2 6.40 7.6 11.7
__________
(a) Exercised
We received at option prices ranging from
approximately $22 $6.96 to $15.37
million during 2022.
in proceeds with
an equivalent of about $36 million in new issues used to
settle the exercised options. For options exercised during the year ended December 31, 2022, the difference between the
We received
fair value approximately
of the Common Stock $22 million
issued and in
theproceeds with
respective an equivalent
exercise of about
price was $36 million
$13 million. in new issues
Compensation costused to
for stock
settle the exercised options. For options exercised during the year ended December 31, 2022, the
options for the year ended December 31, 2022 was $0. As of December 31, 2022, there was no unrecognized difference between the
fair value of the Common Stock issued and the respective exercise price was $13 million. Compensation
compensation cost related to non-vested stock options. During 2022, no new stock options were granted. cost for stock
options for the year ended December 31, 2022 was $0. As of December 31, 2022, there was no unrecognized
compensation
NOTE 7. INCOME cost related
TAXESto non-vested stock options. During 2022, no new stock options were granted.

NOTEWe7.recognize
INCOMEincome
TAXEStax-related penalties in Provision for/(Benefit from) income taxes on our consolidated income
statements. We recognize income tax-related interest income and interest expense in Other income/(loss), net on our
We recognize
consolidated income
income tax-related penalties in Provision for/(Benefit from) income taxes on our consolidated income
statements.
statements. We recognize income tax-related interest income and interest expense in Other income/(loss), net on our
consolidated income
We account statements.
for U.S. tax on global intangible low-taxed income in the period incurred.

We account
Valuation for U.S.Tax
of Deferred tax Assets
on global
andintangible low-taxed income in the period incurred.
Liabilities

Valuation
Deferredof tax
Deferred
assetsTax
andAssets
liabilitiesand
areLiabilities
recognized based on the future tax consequences attributable to temporary
differences that exist between the financial statement carrying value of assets and liabilities and their respective tax
Deferred
bases, tax assets
and operating and
loss liabilities
and arecarryforwards
tax credit recognized based on the jurisdiction
on a taxing future tax consequences
basis. We measureattributable to temporary
deferred tax assets and
differences that exist between the financial statement carrying value of assets and liabilities and their respective
liabilities using enacted tax rates that will apply in the years in which we expect the temporary differences to be recovered tax
bases,
or paid. and operating loss and tax credit carryforwards on a taxing jurisdiction basis. We measure deferred tax assets and
liabilities using enacted tax rates that will apply in the years in which we expect the temporary differences to be recovered
or paid.

126

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 7. INCOME TAXES (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE Our7.accounting
INCOME TAXES (Continued)
for deferred tax consequences represents our best estimate of the likely future tax consequences of
events that have been recognized on our consolidated financial statements or tax returns and their future probability. In
Our accounting
assessing the need for
for deferred taxallowance,
a valuation consequences represents
we consider bothour best estimate
positive of theevidence
and negative likely future tax consequences
related to the likelihoodofof
events thatof
realization have been recognized
the deferred on our
tax assets. consolidated
If, based financial
on the weight of statements or tax returns
available evidence, and likely
it is more their future probability.
than not that the In
assessing the need for a valuation allowance, we consider both positive
deferred tax assets will not be realized, we record a valuation allowance. and negative evidence related to the likelihood of
realization of the deferred tax assets. If, based on the weight of available evidence, it is more likely than not that the
deferred
Componentstax assets will notTaxes
of Income be realized, we record a valuation allowance.

Components
Components of Income Taxes
of income taxes excluding cumulative effects of changes in accounting principles, other comprehensive
income/(loss), and equity in net results of affiliated companies accounted for after-tax for the years ended December 31
wereComponents
as follows: of income taxes excluding cumulative effects of changes in accounting principles, other comprehensive
income/(loss), and equity in net results of affiliated companies accounted for after-tax
2020
for the years2021
ended December
2022
31
were as follows:
Income/(Loss) before income taxes (in millions)
U.S. $ 2020(231) $ 2021
10,043 $ 2022
(6,548)
Income/(Loss)
Non-U.S. before income taxes (in millions) (885) 7,737 3,532
U.S.
Total $
$ (231)
(1,116) $
$ 10,043
17,780 $
$ (6,548)
(3,016)
Non-U.S.
Provision for/(Benefit from) income taxes (in millions) (885) 7,737 3,532
Total
Current $ (1,116) $ 17,780 $ (3,016)
Provision
Federal for/(Benefit from) income taxes (in millions) $ (23) $ 102 $ 68
Current
Non-U.S. 554 598 781
Federal
State and local $ (23)
(45) $ 102
26 $ 68
123
Non-U.S.
Total current 554
486 598
726 781
972
State and local
Deferred (45) 26 123
Total
Federal current 486
(523) 726
2,290 972
(2,292)
Deferred
Non-U.S. 168 (3,254) 688
Federal
State and local (523)
29 2,290
108 (2,292)
(232)
Non-U.S.
Total deferred 168
(326) (3,254)
(856) 688
(1,836)
State and local
Total $ 29
160 $ 108
(130) $ (232)
(864)
Total deferred
Reconciliation of effective tax rate (326) (856) (1,836)
Total
U.S. statutory tax rate $ 160 % $
21.0 (130)
21.0 % $ (864)
21.0 %
Reconciliation of effective
Non-U.S. tax rate differential tax rate (2.6) 1.3 (8.7)
U.S.
Statestatutory
and localtax rate taxes
income 21.0
8.9 % 21.0
0.5 % 21.0
2.3 %
Non-U.S. tax rate differential
General business credits (2.6)
35.1 1.3
(2.3) (8.7)
13.0
State and local
Nontaxable income
foreign taxesgains and losses
currency 8.9
(1.1) 0.5
— 2.3
(4.2)
General business credits
Dispositions and restructurings (a) 35.1
(0.4) (2.3)
(18.8) 13.0
(7.0)
Nontaxable foreign currency
U.S. tax on non-U.S. earningsgains and losses (1.1)
28.1 —
2.4 (4.2)
2.8
Dispositions and restructurings
Prior year settlements and claims (a) (0.4)
8.3 (18.8)
(0.3) (7.0)
1.5
U.S. tax on non-U.S. earnings
Tax incentives 28.1
(6.0) 2.4
(0.6) 2.8
2.0
Prior
Enactedyearchange
settlements
in tax and
lawsclaims 8.3
1.5 (0.3)
1.1 1.5
(2.0)
Tax incentives
Valuation allowances (6.0)
(108.8) (0.6)
(4.7) 2.0
6.2
Enacted
Other change in tax laws 1.5
1.7 1.1
(0.3) (2.0)
1.7
Valuation
Effectiveallowances
tax rate (108.8)
(14.3)% (4.7)
(0.7)% 6.2 %
28.6
Other 1.7 (0.3) 1.7
__________
(a)Effective
Includes taxa rate
benefit of $2.9 billion to recognize deferred tax assets resulting from changes in our global(14.3) %
tax structure (0.7)%
in 2021. 28.6 %
__________
(a) Includes
During a2020,
benefitbased
of $2.9 on
billion
alltoavailable
recognize evidence,
deferred tax we
assets resulting from
established changes
U.S. in our global
valuation tax structure
allowances in 2021.
of $1.3 billion,
primarily
against tax credits as it was deemed more likely than not that these deferred tax assets would not be realized. In
Duringthe
assessing 2020, based onofalldeferred
realizability available
taxevidence,
assets, we weconsider
established U.S. valuation
the trade-offs allowances
between of $1.3 billion,
cash preservation andprimarily
cash outlays
against tax credits as it was deemed more likely than not that these deferred tax assets would not be
to preserve tax credits. In 2021, we reversed $918 million of the previously established U.S. valuation allowances. realized. In The
assessing
reversal primarily reflected a change in our intent to pursue planning actions involving cash outlays to preserve taxoutlays
the realizability of deferred tax assets, we consider the trade-offs between cash preservation and cash credits.
to preserve
During 2022,tax
wecredits.
reversed In an
2021, we reversed
additional $918 million
$405 million of U.S.ofvaluation
the previously established
allowances, U.S.as
primarily valuation
a result allowances. The
of planning actions.
reversal primarily reflected a change in our intent to pursue planning actions involving cash outlays to preserve tax credits.
During 2022, we reversed
At December 31, 2022,an$14.8
additional
billion$405 million of
of non-U.S. U.S. valuation
earnings allowances,
are considered primarily
indefinitely as a result
reinvested of planningoutside
in operations actions.
the United States, for which deferred taxes have not been provided. Quantification of the deferred tax liability, if any,
At December
associated 31, 2022, reinvested
with indefinitely $14.8 billion of non-U.S.
basis earnings
differences is not are considered indefinitely reinvested in operations outside
practicable.
the United States, for which deferred taxes have not been provided. Quantification of the deferred tax liability, if any,
associated with indefinitely reinvested basis differences is not practicable.

127

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 7. INCOME TAXES (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 7. INCOME
Components TAXESTax
of Deferred (Continued)
Assets and Liabilities

Components of Deferred
The components Tax Assets
of deferred and and
tax assets Liabilities
liabilities at December 31 were as follows (in millions):
2021 2022
The components of deferred tax assets and liabilities at December 31 were as follows (in millions):
Deferred tax assets
2021 2022
Employee benefit plans $ 2,320 $ 1,960
Deferred tax assets
Net operating loss carryforwards 4,163 3,978
Employee benefit plans $ 2,320 $ 1,960
Tax credit carryforwards 10,437 9,354
Net operating loss carryforwards 4,163 3,978
Research expenditures 1,117 3,240
Tax credit carryforwards 10,437 9,354
Dealer and dealers’ customer allowances and claims 1,944 2,192
Research expenditures 1,117 3,240
Other foreign deferred tax assets 2,005 1,854
Dealer and dealers’ customer allowances and claims 1,944 2,192
All other 2,353 2,201
Other foreign deferred tax assets 2,005 1,854
Total gross deferred tax assets 24,339 24,779
All other 2,353 2,201
Less: Valuation allowances (1,067) (822)
Total gross deferred tax assets 24,339 24,779
Total net deferred tax assets 23,272 23,957
Less: Valuation allowances (1,067) (822)
Deferred tax liabilities
Total net deferred tax assets 23,272 23,957
Leasing transactions 2,103 2,992
Deferred tax liabilities
Depreciation and amortization (excluding leasing transactions) 2,881 3,116
Leasing transactions 2,103 2,992
Finance receivables 756 792
Depreciation and amortization (excluding leasing transactions) 2,881 3,116
Carrying value of investments 2,149 487
Finance receivables 756 792
Other foreign deferred tax liabilities 893 1,196
Carrying value of investments 2,149 487
All other 2,275 1,371
Other foreign deferred tax liabilities 893 1,196
Total deferred tax liabilities 11,057 9,954
All other 2,275 1,371
Net deferred tax assets/(liabilities) $ 12,215 $ 14,003
Total deferred tax liabilities 11,057 9,954
Net deferred tax assets/(liabilities) $ 12,215 $ 14,003
Deferred tax assets for net operating losses and other temporary differences related to certain non-U.S. operations
have not been recorded as a result of elections to tax these operations simultaneously in U.S. tax returns. During 2021,
Deferred taxaassets
we restructured for net
significant operating
portion losses
of these and other
operations temporary
resulting differencesofrelated
in recognition to certain
$2.9 billion of netnon-U.S.
deferredoperations
tax assets.
have
Reversal of the remaining elections would result in the recognition of $4.3 billion and $4.2 billion of deferredDuring
not been recorded as a result of elections to tax these operations simultaneously in U.S. tax returns. 2021,
tax assets,
we restructured
subject a significant
to valuation allowance portion of as
testing, these operations31,
of December resulting
2021 andin recognition of $2.9 billion of net deferred tax assets.
2022, respectively.
Reversal of the remaining elections would result in the recognition of $4.3 billion and $4.2 billion of deferred tax assets,
subject to valuation
Operating allowance testing,
loss carryforwards for taxaspurposes
of December
were31, 2021
$11.4 and at
billion 2022, respectively.
December 31, 2022, resulting in a deferred tax
asset of $4.0 billion. There is no expiration date for $3.1 billion of these losses. A substantial portion of the remaining
Operating
losses lossbeyond
will expire carryforwards
2025. Taxfor credits
tax purposes were
available to $11.4
offset billion
future at
taxDecember 31,$9.4
liabilities are 2022, resulting
billion. Theinmajority
a deferred tax
of these
asset ofhave
credits $4.0abillion. There
remaining is no expiration
carryforward perioddate foryears
of six $3.1 billion
or more.of these losses. of
Tax benefits A substantial portion
operating loss and of
taxthe remaining
credit
losses will expire
carryforwards arebeyond 2025.
evaluated Taxongoing
on an credits basis,
available to offset
including future tax
a review liabilities and
of historical are projected
$9.4 billion. Theoperating
future majority of these
results,
credits havecarryforward
the eligible a remainingperiod,
carryforward period of
and available sixplanning
tax years orstrategies.
more. TaxIn benefits of operating
our evaluation, loss and tax
we anticipate credittax
making
carryforwards are evaluated
elections that change on of
the order antaxongoing
credit basis, including
carryforward a reviewonofU.S.
utilization historical and projected future operating results,
tax returns.
the eligible carryforward period, and available tax planning strategies. In our evaluation, we anticipate making tax
elections that change the order of tax credit carryforward utilization on U.S. tax returns.

128

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 7. INCOME TAXES (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 7. INCOME TAXES (Continued)
Other

Other
A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31
were as follows (in millions):
A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31
2021 2022
were as follows (in millions):
Beginning balance $ 1,913 $ 2,910
2021 2022
Increase – tax positions in prior periods 1,054 338
Beginning balance $ 1,913 $ 2,910
Increase – tax positions in current period 25 17
Increase – tax positions in prior periods 1,054 338
Decrease – tax positions in prior periods (54) (236)
Increase – tax positions in current period 25 17
Settlements 1 (2)
Decrease – tax positions in prior periods (54) (236)
Lapse of statute of limitations (7) (1)
Settlements 1 (2)
Foreign currency translation adjustment (22) (87)
Lapse of statute of limitations (7) (1)
Ending balance $ 2,910 $ 2,939
Foreign currency translation adjustment (22) (87)
Ending balance $ 2,910 $ 2,939
The amount of unrecognized tax benefits that would affect the effective tax rate if recognized was $2.9 billion as of
December 31, 2021 and 2022.
The amount of unrecognized tax benefits that would affect the effective tax rate if recognized was $2.9 billion as of
December 31, 2021
Examinations byand
tax 2022.
authorities have been completed through 2008 in Germany, 2014 in the United States, 2015 in
Mexico, 2017 in Canada and China, 2018 in Spain and India, and 2019 in the United Kingdom.
Examinations by tax authorities have been completed through 2008 in Germany, 2014 in the United States, 2015 in
Mexico, 2017 in on
Net interest Canada and
income China,
taxes was2018 in Spain
$2 million and India,$7
of expense, and 2019ofinincome,
million the United
andKingdom.
$23 million of expense for the years
ended December 31, 2020, 2021, and 2022, respectively. These were reported in Other income/(loss), net on our
Net interest
consolidated on income
income taxes was
statements. Net $2 million for
payables of expense, $7interest
tax related million were
of income, and $23
$32 million andmillion of expense
$17 million as of for the years
ended December
December 31, 202131,and
2020, 2021,
2022, and 2022, respectively. These were reported in Other income/(loss), net on our
respectively.
consolidated income statements. Net payables for tax related interest were $32 million and $17 million as of
December 31, 2021
Cash paid and 2022,
for income taxesrespectively.
was $421 million, $568 million, and $801 million in 2020, 2021, and 2022, respectively.

Cash paid for income taxes was $421 million, $568 million, and $801 million in 2020, 2021, and 2022, respectively.

129

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 8. CAPITAL STOCK AND EARNINGS/(LOSS)
NOTES TO THE PER SHARESTATEMENTS
FINANCIAL
NOTE All 8. CAPITAL
general votingSTOCK AND
power is EARNINGS/(LOSS)
vested PER SHARE
in the holders of Common Stock and Class B Stock. Holders of our Common Stock
have 60% of the general voting power, and holders of our Class B Stock are entitled to such number of votes per share as
All general
will give them thevoting power 40%.
remaining is vested in the
Shares ofholders
Common of Stock
Common andStock
Classand Classshare
B Stock B Stock. Holders
equally of our Common
in dividends when andStock
as
have 60% stock
paid, with of thedividends
general voting
payablepower, and holders
in shares of stockofofour
theClass
classBheld.
Stock are entitled to such number of votes per share as
will give them the remaining 40%. Shares of Common Stock and Class B Stock share equally in dividends when and as
paid,If with stock dividends
liquidated, payable
each share in shares
of Common of stock
Stock of the
is entitled toclass held.
the first $0.50 available for distribution to holders of Common
Stock and Class B Stock, each share of Class B Stock is entitled to the next $1.00 so available, each share of Common
If liquidated,
Stock each
is entitled to the share of Common
next $0.50 Stock and
so available, is entitled to the of
each share first $0.50 available
Common forBdistribution
and Class to holders
Stock is entitled to anofequal
Common
Stock and Class
amount thereafter. B Stock, each share of Class B Stock is entitled to the next $1.00 so available, each share of Common
Stock is entitled to the next $0.50 so available, and each share of Common and Class B Stock is entitled to an equal
amount thereafter.
We present both basic and diluted earnings/(loss) per share (“EPS”) amounts in our financial reporting. Basic EPS
excludes dilution and is computed by dividing Net income/(loss) attributable to Ford Motor Company by the weighted-
We present
average numberboth basic of
of shares and diluted earnings/(loss)
Common per share
and Class B Stock (“EPS”)
outstanding foramounts in our
the period. financial
Diluted EPSreporting.
reflects the Basic EPS
maximum
excludes dilution and is computed by dividing Net income/(loss) attributable to Ford Motor Company by the
potential dilution that could occur from our share-based compensation (“in-the-money” stock options, unvested RSUs, and weighted-
average
unvestednumber
RSSs) andof shares of Common
convertible and Class B
debt. Potentially Stock shares
dilutive outstanding for the period.
are excluded Diluted
from the EPS reflects
calculation the maximum
if they have an anti-
potential dilution that could
dilutive effect in the period. occur from our share-based compensation (“in-the-money” stock options, unvested RSUs, and
unvested RSSs) and convertible debt. Potentially dilutive shares are excluded from the calculation if they have an anti-
dilutive effect in the
Earnings/(Loss) period.
Per Share Attributable to Ford Motor Company Common and Class B Stock

Earnings/(Loss) Per income/(loss)


Basic and diluted Share Attributable to Ford
per share wereMotor Company
calculated using Common and
the following (inClass B Stock
millions):
2020 2021 2022
Basic and diluted income/(loss) per share were calculated using the following (in millions):
Net income/(loss) attributable to Ford Motor Company $ (1,279) $ 17,937 $ (1,981)
2020 2021 2022
Net income/(loss) attributable to Ford Motor Company $ (1,279) $ 17,937 $ (1,981)
Basic and Diluted Shares
Basic shares (average shares outstanding) 3,973 3,991 4,014
Basic and Diluted Shares
Net dilutive options, unvested restricted stock units, unvested restricted stock shares, and
Basic sharesdebt
convertible (average
(a) shares outstanding) 3,973
— 3,991
43 4,014

Diluted
Net shares
dilutive options, unvested restricted stock units, unvested restricted stock shares, and 3,973 4,034 4,014
convertible debt (a) — 43 —
__________
Diluted shares 3,973 4,034 4,014
(a) In 2020 and 2022, there were 29 million and 42 million shares, respectively, excluded from the calculation of diluted earnings/(loss) per share, due
to their anti-dilutive effect.
__________
(a) In 2020 and 2022, there were 29 million and 42 million shares, respectively, excluded from the calculation of diluted earnings/(loss) per share, due
to their anti-dilutive effect.

130

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 9. CASH, CASH EQUIVALENTS, ANDTO
NOTES MARKETABLE SECURITIES
THE FINANCIAL STATEMENTS
NOTEThe9.fair
CASH,
valuesCASH EQUIVALENTS,
of cash, ANDand
cash equivalents, MARKETABLE SECURITIES
marketable securities measured at fair value on a recurring basis were
as follows (in millions):
The fair values of cash, cash equivalents, and marketable securities measured at fair value on a recurring basis were
December 31, 2021
as follows (in millions):
Company excluding
Fair Value Level Ford Credit December 31, 2021
Ford Credit Consolidated
Cash and cash equivalents Company excluding
Fair Value Level Ford Credit Ford Credit Consolidated
U.S. government 1 $ 2,877 $ 711 $ 3,588
Cash and cash equivalents
U.S. government agencies 2 355 240 595
U.S. government 1 $ 2,877 $ 711 $ 3,588
Non-U.S. government and agencies 2 55 152 207
U.S. government agencies 2 355 240 595
Corporate debt 2 105 940 1,045
Non-U.S. government and agencies 2 55 152 207
Total marketable securities classified as cash
equivalents
Corporate debt 2 3,392
105 2,043
940 5,435
1,045
Cash,
Total time deposits,
marketable and money
securities market
classified asfunds
cash 6,185 8,920 15,105
equivalents 3,392 2,043 5,435
Total cash and cash equivalents $ 9,577 $ 10,963 $ 20,540
Cash, time deposits, and money market funds 6,185 8,920 15,105
Total cash and cash equivalents $ 9,577 $ 10,963 $ 20,540
Marketable securities
U.S. government 1 $ 4,018 $ 864 $ 4,882
Marketable securities
U.S. government agencies 2 2,270 75 2,345
U.S. government 1 $ 4,018 $ 864 $ 4,882
Non-U.S. government and agencies 2 3,373 697 4,070
U.S. government agencies 2 2,270 75 2,345
Corporate debt 2 6,299 304 6,603
Non-U.S. government and agencies 2 3,373 697 4,070
Equities (a) 1 10,673 — 10,673
Corporate debt 2 6,299 304 6,603
Other marketable securities 2 247 233 480
Equities (a) 1 10,673 — 10,673
Total marketable securities $ 26,880 $ 2,173 $ 29,053
Other marketable securities 2 247 233 480
Total marketable
Restricted cash securities $ 26,880
69 $ 2,173
128 $ 29,053
197

Restricted cash $ 69 $December 31, 2022


128 $ 197
Fair Value Company excluding
Level Ford Credit December 31, 2022
Ford Credit Consolidated
Cash and cash equivalents Fair Value Company excluding
Level Ford Credit Ford Credit Consolidated
U.S. government 1 $ 3,295 $ 1,045 $ 4,340
Cash and cash equivalents
U.S. government agencies 2 2,245 150 2,395
U.S. government 1 $ 3,295 $ 1,045 $ 4,340
Non-U.S. government and agencies 2 1,048 199 1,247
U.S. government agencies 2 2,245 150 2,395
Other cash equivalents 2 10 — 10
Non-U.S. government and agencies 2 1,048 199 1,247
Corporate debt 2 593 792 1,385
Other cash equivalents 2 10 — 10
Total marketable securities classified as cash
equivalents
Corporate debt 2 7,191
593 2,186
792 9,377
1,385
Cash,
Total time deposits,
marketable and money
securities market
classified asfunds
cash 7,550 8,207 15,757
equivalents 7,191 2,186 9,377
Total cash and cash equivalents $ 14,741 $ 10,393 $ 25,134
Cash, time deposits, and money market funds 7,550 8,207 15,757
Total cash and cash equivalents $ 14,741 $ 10,393 $ 25,134
Marketable securities
U.S. government 1 $ 4,947 $ 187 $ 5,134
Marketable securities
U.S. government agencies 2 2,641 221 2,862
U.S. government 1 $ 4,947 $ 187 $ 5,134
Non-U.S. government and agencies 2 2,625 658 3,283
U.S. government agencies 2 2,641 221 2,862
Corporate debt 2 6,755 266 7,021
Non-U.S. government and agencies 2 2,625 658 3,283
Equities (a) 1 223 — 223
Corporate debt 2 6,755 266 7,021
Other marketable securities 2 252 161 413
Equities (a) 1 223 — 223
Total marketable securities $ 17,443 $ 1,493 $ 18,936
Other marketable securities 2 252 161 413
Total marketable
Restricted cash securities $ 17,443
79 $ 1,493
127 $ 18,936
206
__________
Restricted cash $ 79 $ 127 $ 206
(a) Includes $10.6 billion and $194 million of Rivian common shares valued at $103.69 and $18.43 per share as of December 31, 2021 and 2022,
__________
respectively. In 2022, we sold 91 million of our Rivian common shares for about $3 billion in total proceeds. Net unrealized gains/losses
recognized
(a) Includes during
$10.6 2021
billion and
and 2022
$194 on allofequity
million Riviansecurities
common held at December
shares 31, 2021and
valued at $103.69 and$18.43
2022 were an $8.3
per share billion
as of gain and
December 31,a 2021
$968 and
million loss,
2022,
respectively. In 2022, we sold 91 million of our Rivian common shares for about $3 billion in total proceeds. Net unrealized gains/losses
respectively.
recognized during 2021 and 2022 on all equity securities held at December 31, 2021 and 2022 were an $8.3 billion gain and a $968 million loss,
respectively.

131

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 9. CASH, CASH EQUIVALENTS, ANDTO
NOTES MARKETABLE SECURITIES
THE FINANCIAL (Continued)
STATEMENTS
NOTEThe9.cash
CASH, CASH EQUIVALENTS,
equivalents and marketable AND MARKETABLE
securities SECURITIES
accounted for (Continued)
as available-for-sale (“AFS”) securities were as follows
(in millions):
The cash equivalents and marketable securities accounted for as available-for-sale (“AFS”) securities were as follows
December 31, 2021
(in millions): Fair Value of Securities with
December 31, 2021 Contractual Maturities
Gross Gross Fair Value of Securities
After 1 Year with
Amortized Unrealized Unrealized Within 1Contractual
throughMaturities
5 After 5
Cost Gains Losses Fair Value Year Years Years
Gross Gross After 1 Year
Company excluding Ford Credit Amortized Unrealized Unrealized Within 1 through 5 After 5
Cost Gains Losses Fair Value Year Years Years
U.S. government $ 3,821 $ 12 $ (14) $ 3,819 $ 1,360 $ 2,435 $ 24
Company excluding Ford Credit
U.S. government agencies 2,249 2 (21) 2,230 316 1,802 112
U.S. government $ 3,821 $ 12 $ (14) $ 3,819 $ 1,360 $ 2,435 $ 24
Non-U.S. government and agencies 2,599 6 (21) 2,584 854 1,708 22
U.S. government agencies 2,249 2 (21) 2,230 316 1,802 112
Corporate debt 6,373 21 (23) 6,371 2,645 3,726 —
Non-U.S. government and agencies 2,599 6 (21) 2,584 854 1,708 22
Other marketable securities 228 1 (1) 228 — 150 78
Corporate debt 6,373 21 (23) 6,371 2,645 3,726 —
Total $ 15,270 $ 42 $ (80) $ 15,232 $ 5,175 $ 9,821 $ 236
Other marketable securities 228 1 (1) 228 — 150 78
Total $ 15,270 $ 42 $ (80) $
December 15,232
31, 2022 $ 5,175 $ 9,821 $ 236

Fair Value of Securities with


December 31, 2022 Contractual Maturities
Gross Gross Fair Value of Securities
After 1 Year with
Amortized Unrealized Unrealized Within 1Contractual
throughMaturities
5 After 5
Cost Gains Losses Fair Value Year Years Years
Gross Gross After 1 Year
Company excluding Ford Credit Amortized Unrealized Unrealized Within 1 through 5 After 5
Cost Gains Losses Fair Value Year Years Years
U.S. government $ 4,797 $ 1 $ (145) $ 4,653 $ 1,008 $ 3,645 $ —
Company excluding Ford Credit
U.S. government agencies 2,508 — (119) 2,389 1,244 1,109 36
U.S. government $ 4,797 $ 1 $ (145) $ 4,653 $ 1,008 $ 3,645 $ —
Non-U.S. government and agencies 2,248 — (132) 2,116 294 1,810 12
U.S. government agencies 2,508 — (119) 2,389 1,244 1,109 36
Corporate debt 7,511 6 (197) 7,320 3,117 4,195 8
Non-U.S. government and agencies 2,248 — (132) 2,116 294 1,810 12
Other marketable securities 246 — (9) 237 — 181 56
Corporate debt 7,511 6 (197) 7,320 3,117 4,195 8
Total $ 17,310 $ 7 $ (602) $ 16,715 $ 5,663 $ 10,940 $ 112
Other marketable securities 246 — (9) 237 — 181 56
Total $ 17,310 $ 7 $ (602) $ 16,715 $ 5,663 $ 10,940 $ 112
Sales proceeds and gross realized gains/losses from the sale of AFS securities for the years ended December 31
were as follows (in millions):
Sales proceeds and gross realized gains/losses from the sale of AFS securities for the years ended December 31
2020 2021 2022
were as follows (in millions):
Company excluding Ford Credit
2020 2021 2022
Sales proceeds $ 8,574 $ 5,943 $ 6,207
Company excluding Ford Credit
Gross realized gains 56 26 7
Sales proceeds $ 8,574 $ 5,943 $ 6,207
Gross realized losses 11 3 26
Gross realized gains 56 26 7
Gross realized losses 11 3 26

132

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 9. CASH, CASH EQUIVALENTS, ANDTO
NOTES MARKETABLE SECURITIES
THE FINANCIAL (Continued)
STATEMENTS
NOTEThe9.present
CASH,fair
CASH EQUIVALENTS,
values AND MARKETABLE
and gross unrealized losses for cashSECURITIES (Continued)
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
The present
individual fair have
securities values andingross
been unrealized
a continuous losses
loss for cash
position, wereequivalents andmillions):
as follows (in marketable securities accounted for as
AFS securities that were in an unrealized loss position, aggregated by investment category and the length of time that
December 31, 2021
individual securities have been in a continuous loss position, were as follows (in millions):
Less than 1 Year 1 Year or Greater Total
Unrealized December 31, 2021
Unrealized Unrealized
Fair Less
Valuethan 1 Year
Losses Fair 1Value Losses
Year or Greater Fair Value Total Losses
Company excluding Ford Credit Unrealized Unrealized Unrealized
Fair Value Losses Fair Value Losses Fair Value Losses
U.S. government $ 2,598 $ (14) $ — $ — $ 2,598 $ (14)
Company excluding Ford Credit
U.S. government agencies 1,809 (19) 73 (2) 1,882 (21)
U.S. government $ 2,598 $ (14) $ — $ — $ 2,598 $ (14)
Non-U.S. government and agencies 1,614 (20) 38 (1) 1,652 (21)
U.S. government agencies 1,809 (19) 73 (2) 1,882 (21)
Corporate debt 3,637 (21) 71 (2) 3,708 (23)
Non-U.S. government and agencies 1,614 (20) 38 (1) 1,652 (21)
Other marketable securities 178 (1) 15 — 193 (1)
Corporate debt 3,637 (21) 71 (2) 3,708 (23)
Total $ 9,836 $ (75) $ 197 $ (5) $ 10,033 $ (80)
Other marketable securities 178 (1) 15 — 193 (1)
Total $ 9,836 $ (75) $ 197 $ (5) $ 10,033 $ (80)
December 31, 2022
Less than 1 Year 1 Year or Greater Total
December 31, 2022
Unrealized Unrealized Unrealized
Fair Less
Valuethan 1 Year
Losses Fair 1Value
Year or Greater
Losses Fair Value Total Losses
Company excluding Ford Credit Unrealized Unrealized Unrealized
Fair Value Losses Fair Value Losses Fair Value Losses
U.S. government $ 2,860 $ (52) $ 1,570 $ (93) $ 4,430 $ (145)
Company excluding Ford Credit
U.S. government agencies 707 (14) 1,658 (105) 2,365 (119)
U.S. government $ 2,860 $ (52) $ 1,570 $ (93) $ 4,430 $ (145)
Non-U.S. government and agencies 751 (23) 1,271 (109) 2,022 (132)
U.S. government agencies 707 (14) 1,658 (105) 2,365 (119)
Corporate debt 4,571 (79) 1,737 (118) 6,308 (197)
Non-U.S. government and agencies 751 (23) 1,271 (109) 2,022 (132)
Other marketable securities 123 (4) 108 (5) 231 (9)
Corporate debt 4,571 (79) 1,737 (118) 6,308 (197)
Total $ 9,012 $ (172) $ 6,344 $ (430) $ 15,356 $ (602)
Other marketable securities 123 (4) 108 (5) 231 (9)
Total $ 9,012 $ (172) $ 6,344 $ (430) $ 15,356 $ (602)
We determine credit losses on AFS debt securities using the specific identification method. During the years ended
December 31, 2020, 2021, and 2022, we did not recognize any credit loss. The unrealized losses on securities are due to
We determine
changes in interestcredit
rates losses on AFS
and market debt securities using the specific identification method. During the years ended
liquidity.
December 31, 2020, 2021, and 2022, we did not recognize any credit loss. The unrealized losses on securities are due to
changes in interest
Cash, Cash rates and
Equivalents, andmarket liquidity.
Restricted Cash

Cash,
Cash,Cash Equivalents,
cash and
equivalents, andRestricted Cashas reported in the consolidated statements of cash flows were as follows
restricted cash
(in millions):
Cash, cash equivalents, and restricted cash as reported in the consolidated statements of cash flows were as follows
December 31, December 31,
(in millions): 2021 2022
Cash and cash equivalents $ December20,540
31, $ December25,134
31,
2021 2022
Restricted cash (a) 197 206
Cash and cash equivalents $ 20,540 $ 25,134
Total cash, cash equivalents, and restricted cash $ 20,737 $ 25,340
Restricted cash (a) 197 206
__________
(a)Total cash,incash
Included equivalents,
Other assets in theand restrictedassets
non-current cash section of our consolidated balance sheets. $ 20,737 $ 25,340
__________
(a) Included in Other assets in the non-current assets section of our consolidated balance sheets.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 10. FORD CREDIT FINANCE RECEIVABLES
NOTES TO THEAND ALLOWANCE
FINANCIAL FOR CREDIT LOSSES
STATEMENTS
NOTE 10.Credit
Ford FORD CREDITfinance
manages FINANCE RECEIVABLES
receivables AND ALLOWANCE
as “consumer” FOR CREDIT
and “non-consumer” LOSSES
portfolios. The receivables are
generally secured by the vehicles, inventory, or other property being financed.
Ford Credit manages finance receivables as “consumer” and “non-consumer” portfolios. The receivables are
generally secured
Consumer by the vehicles,
Portfolio. inventory,
Receivables or other property
in this portfolio being financed.
include products offered to individuals and businesses that finance
the acquisition of Ford and Lincoln vehicles from dealers for personal or commercial use. Retail financing includes retail
Consumer
installment Portfolio.
contracts Receivables
for new and usedinvehicles
this portfolio includeleases
and finance products
withoffered to individuals
retail customers, and businesses
government that
entities, finance
daily rental
the acquisition of Ford and Lincoln
companies, and fleet customers. vehicles from dealers for personal or commercial use. Retail financing includes retail
installment contracts for new and used vehicles and finance leases with retail customers, government entities, daily rental
companies, and fleetPortfolio.
Non-Consumer customers. Receivables in this portfolio include products offered to automotive dealers. Dealer
financing includes wholesale loans to dealers to finance the purchase of vehicle inventory, also known as floorplan
Non-Consumer
financing, as well asPortfolio. Receivables
loans to dealers in this
to finance portfolio
working include
capital andproducts offered to
improvements to dealership
automotivefacilities,
dealers. finance
Dealer the
financing includes wholesale loans to dealers to finance the purchase of vehicle inventory, also known
purchase of dealership real estate, and finance other dealer programs. Wholesale financing is approximately 94% of as floorplan
financing,
dealer as well as loans to dealers to finance working capital and improvements to dealership facilities, finance the
financing.
purchase of dealership real estate, and finance other dealer programs. Wholesale financing is approximately 94% of
dealer financing.
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.
Finance receivables are recorded at the time of origination or purchase at fair value and are subsequently reported at
amortized
For all cost, netreceivables,
finance of any allowance for credit
Ford Credit losses.
defines “past due” as any payment, including principal and interest, that is at
least 31 days past the contractual due date.
For all finance receivables, Ford Credit defines “past due” as any payment, including principal and interest, that is at
least 31 days
Finance past the contractual
Receivables due date.
Classification

Finance Receivables
Finance receivables Classification
are accounted for as held for investment (“HFI”) if Ford Credit has the intent and ability to hold
the receivables for the foreseeable future or until maturity or payoff. The determination of intent and ability to hold for the
Finance future
foreseeable receivables arejudgmental
is highly accounted andfor as held forFord
requires investment
Credit to(“HFI”)
make ifgood
Fordfaith
Credit has thebased
estimates intent on
andallability to hold
information
the receivables for the foreseeable future or until maturity or payoff. The determination of intent and ability to
available at the time of origination or purchase. If Ford Credit does not have the intent and ability to hold the receivables,hold for the
foreseeable
then future is are
the receivables highly judgmental
classified and requires Ford Credit to make good faith estimates based on all information
as HFS.
available at the time of origination or purchase. If Ford Credit does not have the intent and ability to hold the receivables,
thenEach
the receivables
quarter, Ford areCredit
classified
makesas aHFS.
determination of whether it is probable that finance receivables originated or
purchased during the quarter will be held for the foreseeable future based on historical receivables sale experience,
Each
internal quarter, and
forecasts Fordbudgets,
Credit makes
as wella as
determination of whether
other relevant, reliable itinformation
is probableavailable
that finance receivables
through the dateoriginated or For
of evaluation.
purchasedofduring
purposes the quarter will
this determination, be held means
probable for the at
foreseeable
least 70% future based
likely and, on historical
consistent withreceivables sale
the budgeting andexperience,
forecasting
internal the
period, forecasts and budgets,
foreseeable as welltwelve
future means as other relevant,
months. Fordreliable
Creditinformation available through
classifies receivables as HFI the dateon
or HFS of aevaluation. For
receivable-by-
purposes
receivableofbasis.
this determination, probable
Specific receivables meansin
included atoff-balance
least 70% likely
sheetand,saleconsistent
transactionswith the
are budgeting
generally notand forecasting
identified until the
period,
month in the foreseeable
which the sale future means twelve months. Ford Credit classifies receivables as HFI or HFS on a receivable-by-
occurs.
receivable basis. Specific receivables included in off-balance sheet sale transactions are generally not identified until the
month in which the sale occurs.
Held-for-Investment. Finance receivables classified as HFI 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. Cash flows from finance
Held-for-Investment.
receivables, Financeand
excluding wholesale receivables classified that
other receivables, as HFI areoriginally
were recordedclassified
at the timeas of
HFIorigination
are recordedor purchase at fair
as an investing
value and are subsequently reported at amortized cost, net of any allowance for credit losses. Cash flows
activity since GAAP requires the statement of cash flows presentation to be based on the original classification of thefrom finance
receivables,
receivables. excluding wholesale
Cash flows and other
from wholesale andreceivables, that were
other receivables areoriginally
recordedclassified as HFI activity.
as an operating are recorded as an investing
activity since GAAP requires the statement of cash flows presentation to be based on the original classification of the
receivables. Cash flows
Held-for-Sale. from
Finance wholesaleclassified
receivables and otherasreceivables are recorded
HFS are carried as anofoperating
at the lower activity.
cost or fair value. Cash flows
resulting from the origination or purchase and sale of HFS receivables are recorded as an operating activity in Decrease/
Held-for-Sale.
(Increase) in financeFinance receivables
receivables classified
(wholesale as HFSOnce
and other). are carried at the
a decision lower
has beenofmade
cost or
tofair
sellvalue. Cash that
receivables flowswere
resulting from the origination or purchase and sale of HFS receivables are recorded as an operating activity in
originally classified as HFI, the receivables are reclassified as HFS and carried at the lower of cost or fair value.Decrease/ The
(Increase) in finance receivables
valuation adjustment, (wholesale
if applicable, and
is recorded in other). Once a decision
Other income/(loss), net has been made
to recognize thetoreceivables
sell receivables
at thethat were
lower of cost
originally classified
or fair value. as HFI, the receivables are reclassified as HFS and carried at the lower of cost or fair value. The
valuation adjustment, if applicable, is recorded in Other income/(loss), net to recognize the receivables at the lower of cost
or fair value.

134

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 10. FORD CREDIT FINANCE RECEIVABLES
NOTES TO THEAND ALLOWANCE
FINANCIAL FOR CREDIT LOSSES (Continued)
STATEMENTS
NOTE 10.Credit
Ford FORD CREDIT
finance FINANCEnet
receivables, RECEIVABLES AND
at December 31 ALLOWANCE
were as follows (inFOR CREDIT LOSSES (Continued)
millions):
2021 2022
Ford Credit finance receivables, net at December 31 were as follows (in millions):
Consumer
2021 2022
Retail installment contracts, gross $ 69,148 $ 66,954
Consumer
Finance leases, gross 7,318 6,765
Retail installment contracts, gross $ 69,148 $ 66,954
Retail financing, gross 76,466 73,719
Finance leases, gross 7,318 6,765
Unearned interest supplements (3,020) (2,305)
Retail financing, gross 76,466 73,719
Consumer finance receivables 73,446 71,414
Unearned interest supplements (3,020) (2,305)
Non-Consumer
Consumer finance receivables 73,446 71,414
Dealer financing 11,278 18,054
Non-Consumer
Non-Consumer finance receivables 11,278 18,054
Dealer financing 11,278 18,054
Total recorded investment $ 84,724 $ 89,468
Non-Consumer finance receivables 11,278 18,054
Total recorded investment $ 84,724 $ 89,468
Recorded investment in finance receivables $ 84,724 $ 89,468
Allowance for credit losses (925) (845)
Recorded investment in finance receivables $ 84,724 $ 89,468
Total finance receivables, net $ 83,799 $ 88,623
Allowance for credit losses (925) (845)
Total finance receivables, net $ 83,799 $ 88,623
Current portion $ 32,543 $ 38,720
Non-current portion 51,256 49,903
Current portion $ 32,543 $ 38,720
Total finance receivables, net $ 83,799 $ 88,623
Non-current portion 51,256 49,903
Total finance receivables, net $ 83,799 $ 88,623
Net finance receivables subject to fair value (a) $ 76,796 $ 82,200
Fair value (b) 77,648 79,521
Net finance receivables subject to fair value (a) $ 76,796 $ 82,200
__________
Fair Net
(a) value (b) receivables subject to fair value exclude finance leases.
finance 77,648 79,521
(b)
__________ value of finance receivables is categorized within Level 3 of the fair value hierarchy.
The fair
(a) Net finance receivables subject to fair value exclude finance leases.
(b) The
FordfairCredit’s
value of finance
financereceivables
leases areis categorized
comprised within Level 3 of theand
of sales-type fair value hierarchy.
direct financing
leases. These financings include
primarily lease plans for terms of 24 to 60 months. Financing revenue from finance leases for the years ended
Ford Credit’s
December finance
31, 2020, 2021,leases are comprised
and 2022, was $357of sales-type
million, $345and direct
million, andfinancing leases.
$303 million, These financings
respectively, include in
and is included
primarily lease plans for terms of 24 to 60 months. Financing
Ford Credit revenues on our consolidated income statements. revenue from finance leases for the years ended
December 31, 2020, 2021, and 2022, was $357 million, $345 million, and $303 million, respectively, and is included in
FordThe
Credit revenues
amounts on our consolidated
contractually due on Ford income statements.
Credit’s finance leases at December 31 were as follows (in millions):
2022
The amounts contractually due on Ford Credit’s finance leases at December 31 were as follows (in millions):
2023 $ 1,448
2022
2024 1,317
2023 $ 1,448
2025 1,136
2024 1,317
2026 563
2025 1,136
2027 66
2026 563
Thereafter 1
2027 66
Total future cash payments 4,531
Thereafter 1
Less: Present value discount 234
Total future cash payments 4,531
Finance lease receivables $ 4,297
Less: Present value discount 234
Finance lease receivables $ 4,297

135

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 10. FORD CREDIT FINANCE RECEIVABLES
NOTES TO THEAND ALLOWANCE
FINANCIAL FOR CREDIT LOSSES (Continued)
STATEMENTS
NOTEThe10. FORD CREDIT
reconciliation from FINANCE RECEIVABLES
finance lease receivables toAND ALLOWANCE
finance FOR
leases, gross andCREDIT
finance LOSSES (Continued)
leases, net at December 31 is
as follows (in millions):
The reconciliation from finance lease receivables to finance leases, gross and finance leases, net at December 31 is
2021 2022
as follows (in millions):
Finance lease receivables $ 4,631 $ 4,297
2021 2022
Unguaranteed residual assets 2,605 2,389
Finance lease receivables $ 4,631 $ 4,297
Initial direct costs 82 79
Unguaranteed residual assets 2,605 2,389
Finance leases, gross 7,318 6,765
Initial direct costs 82 79
Unearned interest supplements from Ford and affiliated companies (274) (307)
Finance leases, gross 7,318 6,765
Allowance for credit losses (41) (35)
Unearned interest supplements from Ford and affiliated companies (274) (307)
Finance leases, net $ 7,003 $ 6,423
Allowance for credit losses (41) (35)
Finance leases, net $ 7,003 $ 6,423
At December 31, 2021 and 2022, accrued interest was $125 million and $187 million, respectively, which we report in
Other assets in the current assets section of our consolidated balance sheets.
At December 31, 2021 and 2022, accrued interest was $125 million and $187 million, respectively, which we report in
Other in the
assets in
Included the recorded
current assets sectioninof
investment our consolidated
finance receivablesbalance sheets.
at December 31, 2021 and 2022 were consumer
receivables of $39 billion and $43.9 billion, respectively, and non-consumer receivables of $12 billion and $18.2 billion,
Included (including
respectively, in the recorded investment
Automotive in finance
receivables soldreceivables at December
to Ford Credit, which we 31, 2021
report in and
Trade2022
andwere
otherconsumer
receivables) that
receivables
have of $39
been sold for billion and $43.9inbillion,
legal purposes respectively,
securitization and non-consumer
transactions but continuereceivables
to be reportedof $12 billion
in our and $18.2financial
consolidated billion,
respectively, (including
statements. The Automotive
receivables receivables
are available only sold to Ford Credit,
for payment which
of the debt we report
issued in Trade
by, and and other receivables)
other obligations of, the that
have been sold
securitization for legal
entities thatpurposes in securitization
are parties transactions
to those securitization but continue
transactions; theytoare
be not
reported in our
available to consolidated
pay the otherfinancial
statements.orThe
obligations the receivables
claims of FordareCredit’s
available onlycreditors.
other for paymentFord of Credit
the debt issued
holds the by, and
right other obligations
to receive the excess of,cash
the flows not
securitization
needed to payentities
the debt that are parties
issued by, andtoother
thoseobligations
securitization transactions;
of, the theyentities
securitization are notthat
available to pay
are parties tothe other
those securitization
obligations or(see
transactions the Note
claims24).
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
Credit Quality(see Note 24).

Credit Quality
Consumer Portfolio

Consumer Portfolio consumer receivables, Ford Credit uses a proprietary scoring system that measures credit quality
When originating
using information in the credit application, proposed contract terms, credit bureau data, and other information. After a
When originating
proprietary risk score consumer receivables,
is generated, Ford
Ford Credit Creditwhether
decides uses a proprietary
to originatescoring system
a contract usingthat measures
a decision credit based
process quality on
using information in the credit application, proposed contract terms, credit bureau data, and other information.
a judgmental evaluation of the applicant, the credit application, the proposed contract terms, credit bureau information After a
proprietary risk score is generated, Ford Credit decides whether to originate a contract using a decision process
(e.g., FICO score), proprietary risk score, and other information. The evaluation emphasizes the applicant’s ability to pay based on
a judgmental evaluation of the applicant, the credit application, the proposed contract terms, credit bureau
and creditworthiness focusing on payment, affordability, applicant credit history, and stability as key considerations. information
(e.g., FICO score), proprietary risk score, and other information. The evaluation emphasizes the applicant’s ability to pay
and After
creditworthiness focusing
origination, Ford on reviews
Credit payment,theaffordability, applicant
credit quality of retailcredit history,
financing andon
based stability as key
customer considerations.
payment activity. As each
customer develops a payment history, an internally developed behavioral scoring model is used to assist in determining
Aftercollection
the best origination, Ford Credit
strategies, reviews
which allowsthe credit
Ford quality
Credit of retail
to focus financing
collection based
activity onon customer accounts.
higher-risk payment activity. As each
These models
customer develops a payment history, an internally developed behavioral scoring model is used to assist in
are used to refine Ford Credit’s risk-based staffing model to ensure collection resources are aligned with portfolio risk. determining
the bestoncollection
Based data fromstrategies, which
this scoring allows
model, Ford Credit
contracts to focus collection
are categorized activity
by collection on higher-risk
risk. accounts.
Ford Credit’s collectionThese
modelsmodels
are used to refine Ford Credit’s risk-based staffing model to ensure collection resources are aligned
evaluate several factors, including origination characteristics, updated credit bureau data, and payment patterns. with portfolio risk.
Based on data from this scoring model, contracts are categorized by collection risk. Ford Credit’s collection models
evaluate
Creditseveral
qualityfactors,
ratings including origination
for consumer characteristics,
receivables are based updated
on aging.credit bureaureceivables
Consumer data, and payment patterns.
credit quality ratings are
as follows:
Credit quality ratings for consumer receivables are based on aging. 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
•• Pass – current
Substandard – to 60 days
greater thanpast
120due;
days past due and for which the uncollectible portion of the receivables has
• Special
already Mention – 61 to
been charged 120
off, asdays past due
measured and
using in fair
the intensified
value ofcollection
collateralstatus; and to sell.
less costs
• 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.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 10. FORD CREDIT FINANCE RECEIVABLES
NOTES TO THEAND ALLOWANCE
FINANCIAL FOR CREDIT LOSSES (Continued)
STATEMENTS
NOTE
The10. FORD
credit CREDIT
quality FINANCE
analysis RECEIVABLES
of consumer receivablesAND ALLOWANCE
at December FOR
31, 2021 CREDIT
was LOSSES
as follows (Continued)
(in millions):
Amortized Cost Basis by Origination Year
The credit quality analysis of consumer receivables at December 31, 2021 was as follows (in millions):
Prior to
2017 2017 2018Basis by 2019
Amortized Cost 2020
Origination Year 2021 Total Percent
Consumer Prior to
2017 2017 2018 2019 2020 2021 Total Percent
31 - 60 days past due $ 39 $ 52 $ 98 $ 120 $ 186 $ 91 $ 586 0.8 %
Consumer
61 - 120 days past due 7 10 20 29 40 21 127 0.2
31 - 60 days past due $ 39 $ 52 $ 98 $ 120 $ 186 $ 91 $ 586 0.8 %
Greater than 120 days past due 10 6 6 9 11 1 43 —
61 - 120 days past due 7 10 20 29 40 21 127 0.2
Total past due 56 68 124 158 237 113 756 1.0
Greater than 120 days past due 10 6 6 9 11 1 43 —
Current 812 2,607 6,559 12,689 22,701 27,322 72,690 99.0
Total past due 56 68 124 158 237 113 756 1.0
Total $ 868 $ 2,675 $ 6,683 $ 12,847 $ 22,938 $ 27,435 $ 73,446 100.0 %
Current 812 2,607 6,559 12,689 22,701 27,322 72,690 99.0
Total $ 868 $ 2,675 $ 6,683 $ 12,847 $ 22,938 $ 27,435 $ 73,446 100.0 %
The credit quality analysis of consumer receivables at December 31, 2022 was as follows (in millions):
Amortized Cost Basis by Origination Year
The credit quality analysis of consumer receivables at December 31, 2022 was as follows (in millions):
Prior to
2018 2018 2019Basis by 2020
Amortized Cost 2021
Origination Year 2022 Total Percent
Consumer Prior to
2018 2018 2019 2020 2021 2022 Total Percent
31 - 60 days past due $ 41 $ 60 $ 91 $ 181 $ 150 $ 126 $ 649 0.9 %
Consumer
61 - 120 days past due 9 12 20 39 40 29 149 0.2
31 - 60 days past due $ 41 $ 60 $ 91 $ 181 $ 150 $ 126 $ 649 0.9 %
Greater than 120 days past due 9 4 5 7 7 6 38 0.1
61 - 120 days past due 9 12 20 39 40 29 149 0.2
Total past due 59 76 116 227 197 161 836 1.2
Greater than 120 days past due 9 4 5 7 7 6 38 0.1
Current 883 2,563 6,137 13,844 18,357 28,794 70,578 98.8
Total past due 59 76 116 227 197 161 836 1.2
Total $ 942 $ 2,639 $ 6,253 $ 14,071 $ 18,554 $ 28,955 $ 71,414 100.0 %
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 %
Non-Consumer Portfolio

Non-Consumer Portfolio
Ford Credit extends credit to dealers primarily in the form of lines of credit to purchase new Ford and Lincoln vehicles
as well as used vehicles. Payment is required when the dealer has sold the vehicle. Each non-consumer lending request
Ford Credit
is evaluated extends credit
by considering thetoborrower’s
dealers primarily
financialincondition
the form and
of lines
the of credit to purchase
underlying new Fordthe
collateral securing andloan.
Lincoln
Fordvehicles
Credit
as
uses a proprietary model to assign each dealer a risk rating. This model uses historical dealer performance data torequest
well as used vehicles. Payment is required when the dealer has sold the vehicle. Each non-consumer lending
is evaluated
identify by considering
key factors the borrower’s
about a dealer financial condition
that are considered and the underlying
most significant in predicting collateral securing
a dealer’s abilitythe loan. its
to meet Ford Credit
financial
uses a proprietary model to assign each dealer a risk rating. This model uses historical dealer performance
obligations. Ford Credit also considers numerous other financial and qualitative factors of the dealer’s operations, data to
identify
includingkey factors about
capitalization a dealer
and thatliquidity
leverage, are considered
and cashmost
flow,significant in and
profitability, predicting a dealer’s
credit history withability
Ford to meetand
Credit its financial
other
obligations.
creditors. 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:

Dealers
• Group areI –
assigned
strong totosuperior
one of four groups
financial according to risk ratings as follows:
metrics;
• Group II – fair to favorable financial metrics;
•• Group I ––strong
Group III to superior
marginal to weakfinancial
financialmetrics;
metrics; and
•• Group
Group IVII ––fair to favorable financial metrics;dealers classified as uncollectible.
poor financial metrics, including
• Group III – marginal to weak financial metrics; and
• Group
Ford CreditIV – poor financial
generally suspendsmetrics, including
credit lines and dealers
extendsclassified
no furtheras uncollectible.
funding to dealers classified in Group IV.

Ford Credit generally suspends credit lines and extends no further funding to dealers classified in Group IV.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 10. FORD CREDIT FINANCE RECEIVABLES
NOTES TO THEAND ALLOWANCE
FINANCIAL FOR CREDIT LOSSES (Continued)
STATEMENTS
NOTE 10.Credit
Ford FORD CREDIT
regularly FINANCE
reviews RECEIVABLES
the model to confirm theAND ALLOWANCE
continued business FOR CREDIT LOSSES
significance (Continued)
and statistical predictability of
the model and may make updates to improve the performance of the model. In addition, Ford Credit regularly audits
Ford
dealer Credit regularly
inventory and dealerreviews
sales the model
records to to confirm
verify that the
the continued
dealer is inbusiness
possessionsignificance and statistical
of the financed vehiclespredictability
and is promptly of
the model
paying eachand may make
receivable updatesthe
following to sale
improve
of thethefinanced
performance of the
vehicle. Themodel. In addition,
frequency Ford
of on-site Credit
vehicle regularlyaudits
inventory audits
dealer
depends inventory
primarily and
on dealer sales records
the dealer’s to verify
risk rating. Under that theCredit’s
Ford dealer is in possession
policies, of the financed
on-site vehicle inventoryvehicles
audits ofand is promptly
low-risk
paying each receivable following the sale of the financed vehicle. The frequency of on-site
dealers are conducted only as circumstances warrant. On-site vehicle inventory audits of higher-risk dealers are vehicle inventory audits
depends
conducted primarily on the dealer’s
with increased frequency riskbased
rating.primarily
Under Fordon theCredit’s
dealer’s policies, on-site
risk rating, butvehicle inventory audits
also considering of low-risk
the results of
dealers
electronic monitoring of the dealer’s performance, including daily payment verifications and monthly analyses are
are conducted only as circumstances warrant. On-site vehicle inventory audits of higher-risk dealers of the
conducted with increased
dealer’s financial statements,frequency
payoffs,based
aged primarily
inventory,onover the credit
dealer’s risk
line, andrating, but also reports.
delinquency considering
Fordthe results
Credit of
typically
electronic monitoring of the dealer’s performance, including daily payment verifications and
performs a credit review of each dealer annually and more frequently reviews certain dealers based on the dealer’s monthly analyses of the risk
dealer’s financial statements, payoffs, aged inventory, over credit line, and delinquency reports. Ford
rating and total exposure. Ford Credit adjusts the dealer’s risk rating, if necessary. The credit quality of dealer financing Credit typically
performs
receivables a credit review of
is evaluated basedeachondealer
Ford annually and more
Credit’s internal frequently
dealer reviews
risk rating certainA dealers
analysis. based
dealer has the on the risk
same dealer’s
ratingrisk
for
rating and total exposure. Ford Credit adjusts the
its entire dealer financing regardless of the type of financing. dealer’s risk rating, if necessary. The credit quality of dealer financing
receivables is evaluated based on Ford Credit’s internal dealer risk rating analysis. A dealer has the same risk rating for
its entire dealerquality
The credit financing regardless
analysis of dealerof the type ofreceivables
financing financing. at December 31, 2021 was as follows (in millions):
Amortized Cost Basis by Origination Year
The credit quality analysis of dealer financing receivables at December 31, 2021 was as follows (in millions):
Dealer Loans
Amortized Cost Basis by Origination Year
Prior to Wholesale
2017 2017 2018 Dealer Loans
2019 2020 2021 Total Loans Total Percent
Group I $ Prior 391
to $ 68 $ 151 $ 45 $ 109 $ 345 $ 1,109 $ 6,751
Wholesale $ 7,860 69.7 %
2017 2017 2018 2019 2020 2021 Total Loans Total Percent
Group II 11 7 26 2 4 54 104 2,689 2,793 24.8
Group I $ 391 $ 68 $ 151$ 45 $ 109 $ 345 $ 1,109 $ 6,751 $ 7,860 69.7 %
Group III 8 — 1 — 1 20 30 529 559 4.9
Group II 11 7 26 2 4 54 104 2,689 2,793 24.8
Group IV — — 4 — — 6 10 56 66 0.6
Group III 8 — 1 — 1 20 30 529 559 4.9
Total (a) $ 410 $ 75 $ 182 $ 47 $ 114 $ 425 $ 1,253 $ 10,025 $ 11,278 100.0 %
Group IV — — 4 — — 6 10 56 66 0.6
__________
(a)Total (a)past due
Total $ dealer
410financing
$ 75 $ at December
receivables 182 $ 31, 2021
47 were
$ 114
$62 $
million. 425 $ 1,253 $ 10,025 $ 11,278 100.0 %
__________
(a) The
Total past duequality
credit dealer financing
analysisreceivables
of dealeratfinancing
December 31, 2021 were $62
receivables million.
at December 31, 2022 was as follows (in millions):
Amortized Cost Basis by Origination Year
The credit quality analysis of dealer financing receivables at December 31, 2022 was as follows (in millions):
Dealer Loans
Amortized Cost Basis by Origination Year
Prior to Wholesale
2018 2018 2019 Dealer Loans
2020 2021 2022 Total Loans Total Percent
Group I $ Prior 402
to $ 148 $ 35 $ 67 $ 185 $ 224 $ 1,061 $ 13,888
Wholesale $ 14,949 82.8 %
2018 2018 2019 2020 2021 2022 Total Loans Total Percent
Group II 2 21 — 5 2 42 72 2,751 2,823 15.6
Group I $ 402 $ 148 $ 35 $ 67 $ 185 $ 224 $ 1,061 $ 13,888 $ 14,949 82.8 %
Group III — — — — — 10 10 233 243 1.4
Group II 2 21 — 5 2 42 72 2,751 2,823 15.6
Group IV — — 1 — — 3 4 35 39 0.2
Group III — — — — — 10 10 233 243 1.4
Total (a) $ 404 $ 169 $ 36 $ 72 $ 187 $ 279 $ 1,147 $ 16,907 $ 18,054 100.0 %
Group IV — — 1 — — 3 4 35 39 0.2
__________
Total (a) $ 404 $ 169 $ 36 $ 72 $
(a) Total past due dealer financing receivables at December 31, 2022 were $9187 $
million. 279 $ 1,147 $ 16,907 $ 18,054 100.0 %
__________
(a) Non-Accrual
Total past due dealer financing receivables
of Revenue. at December
The accrual 31, 2022
of financing were $9 is
revenue million.
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
Non-Accrual
all past-due of Revenue.
deficiency balances The accrual
and future of financingare
payments revenue is discontinued
reasonably at the
assured. For time a receivable
receivables is determined
in non-accrual status, to
be uncollectible or when it is 90 days past due. Accounts may be restored to accrual status only when a
subsequent financing revenue is recognized only to the extent a payment is received. Payments are generally applied customer settles
all past-due deficiency balances and future payments are reasonably assured.
first to outstanding interest and fees and then to the unpaid principal balance. For receivables in non-accrual status,
subsequent financing revenue is recognized only to the extent a payment is received. Payments are generally applied
first Troubled
to outstanding interest and fees
Debt Restructuring and then
(“TDR”). to the unpaid
A restructuring ofprincipal balance.a TDR if a concession is granted to a debtor
debt constitutes
for economic or legal reasons related to the debtor’s financial difficulties that Ford Credit otherwise would not consider.
Troubled
Consumer andDebt Restructuring
non-consumer (“TDR”). A
receivables restructuring
that of debtinterest
have a modified constitutes a TDRmarket
rate below if a concession is granted
rate or that to a debtor
were modified in
for economic or legal reasons related to the debtor’s financial difficulties that Ford Credit otherwise would
reorganization proceedings pursuant to the U.S. Bankruptcy Code, except non-consumer receivables that are current with not consider.
Consumer
minimal riskand non-consumer
of loss, receivables
are considered that have
to be TDRs. Forda modified interest
Credit does rate below
not grant marketon
concessions rate
theorprincipal
that were modified
balance in
of the
reorganization
receivables. If a receivable is modified in a reorganization proceeding, all payment requirements of the reorganizationwith
proceedings pursuant to the U.S. Bankruptcy Code, except non-consumer receivables that are current
minimal
plan needrisk
to of
beloss,
met are considered
before remainingto balances
be TDRs.are Ford Credit does not grant concessions on the principal balance of the
forgiven.
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.

138

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 10. FORD CREDIT FINANCE RECEIVABLES
NOTES TO THEAND ALLOWANCE
FINANCIAL FOR CREDIT LOSSES (Continued)
STATEMENTS
NOTE 10. FORD
Allowance CREDIT
for Credit FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (Continued)
Losses

Allowance for Credit


The allowance Losses
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.
The allowance for credit losses represents an estimate of the lifetime expected credit losses inherent in finance
receivables as of to
Adjustments thethe
balance sheet
allowance fordate.
creditThe adequacy
losses of the
are made by allowance for credittolosses
recording charges is assessed
Ford Credit quarterly.
interest, operating, and
other expenses on our consolidated income statements. The uncollectible portion of a finance receivable is charged to
Adjustments
the allowance forto the allowance
credit for earlier
losses at the credit losses are
of when anmade by recording
account is deemedcharges to Ford Credit
to be uncollectible interest,
or when an operating,
account and
other expenses on our consolidated income statements. The uncollectible portion of a finance receivable
is 120 days delinquent, taking into consideration the financial condition of the customer or borrower, the value is charged
of the to
the allowance for credit losses at the earlier of when
collateral, recourse to guarantors, and other factors. 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
Charge-offs to guarantors,
on finance and other
receivables factors.
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
Charge-offs
allowance on finance
for credit losses. receivables
In the eventinclude uncollected
Ford Credit amounts
repossesses therelated to principal,
collateral, interest,
the receivable late fees,off
is charged and other
and the
allowable charges. Recoveries on finance receivables previously charged off as uncollectible are credited to the
collateral is recorded at its estimated fair value less costs to sell and reported in Other assets on our consolidated balance
allowance
sheets. 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.
Consumer Portfolio

Consumer Portfolio
For consumer receivables that share similar risk characteristics such as product type, initial credit risk, term, vintage,
geography, and other relevant factors, Ford Credit estimates the lifetime expected credit loss allowance based on a
For consumer
collective assessment receivables that share similar
using measurement modelsriskand
characteristics
managementsuch as product
judgment. The type, initial
lifetime credit risk,
expected creditterm, vintage,
losses for the
receivables is determined by applying probability of default and loss given default assumption to monthly expecteda
geography, and other relevant factors, Ford Credit estimates the lifetime expected credit loss allowance based on
collective assessment
exposures, using measurement
then discounting these cash flows models and management
to present value using the judgment. The lifetime
receivable’s original expected credit losses
effective interest rate orforthe
the
receivables is determined by applying probability of default and loss given default assumption to monthly
current effective interest rate for a variable rate receivable. Probability of default models are developed from internal risk expected
exposures,
scoring modelsthentaking
discounting these cash
into account flows to present
the expected value
probability using theand
of payment receivable’s originaladjusted
time to default, effectivefor
interest rate or the
macroeconomic
current effective
outlook and recent interest rate for aThe
performance. variable
modelsrateconsider
receivable. Probability
factors such as of default
risk models
evaluation at are
the developed from internal
time of origination, risk
historical
scoringinmodels
trends taking (which
credit losses into account
includethethe
expected
impact of probability of payment
TDRs), and and timeand
the composition to default, adjusted for macroeconomic
recent performance of the present
outlook and
portfolio recent vehicle
(including performance. The models
brand, term, consider and
risk evaluation, factors such asvehicles).
new/used risk evaluation
The lossat the timedefault
given of origination, historical
is the percentage
trends
of in credit losses
the expected balance (which
due atinclude
defaultthe impact
that is notofrecoverable,
TDRs), andtaking
the composition
into accountandtherecent performance
expected collateralofvalue
the present
and trends
portfolio
in (including
recoveries vehicle
(including keybrand,
metrics term,
such risk
asevaluation, and repossessions,
delinquencies, new/used vehicles). The loss givenMonthly
and bankruptcies). default is the percentage
exposures are
of the to
equal expected balance due
the receivables’ at default
expected that is not
outstanding recoverable,
principal takingbalance.
and interest into account the expected collateral value and trends
in recoveries (including key metrics such as delinquencies, repossessions, and bankruptcies). Monthly exposures are
equal to allowance
The the receivables’ expected
for credit lossesoutstanding
incorporates principal and interest
forward-looking balance.
macroeconomic conditions for baseline, upturn, and
downturn scenarios. Three separate credit loss allowances are calculated from these scenarios. They are then
The allowance for
probability-weighted tocredit losses
determine incorporates
the quantitativeforward-looking
estimate of the macroeconomic conditions
credit loss allowance for baseline,
recognized upturn, and
in the financial
downturn
statements. Ford Credit uses forecasts from a third party that revert to a long-term historical average after athen
scenarios. Three separate credit loss allowances are calculated from these scenarios. They are reasonable
probability-weighted to determine
and supportable forecasting thewhich
period, quantitative estimate
is specific to the of the credit
particular loss allowancevariable
macroeconomic recognized
and in the financial
which varies by
statements.
market. FordFord Credit
Credit usesthe
updates forecasts from a third
forward-looking party that revert
macroeconomic to a long-term
forecasts historical average after a reasonable
quarterly.
and supportable forecasting period, which is specific to the particular macroeconomic variable and which varies by
market. Ford Creditdoes
If management updates the forward-looking
not believe macroeconomic
the models reflect forecasts
lifetime expected quarterly.
credit losses for the portfolio, an adjustment is
made to reflect management judgment regarding qualitative factors, including economic uncertainty, observable changes
If management
in portfolio does and
performance, not believe the models
other relevant reflect lifetime expected credit losses for the portfolio, an adjustment is
factors.
made to reflect management judgment regarding qualitative factors, including economic uncertainty, observable changes
in portfolio performance,
On an ongoing basis,and other
Ford relevant
Credit factors.
reviews its models, including macroeconomic factors, the selection of
macroeconomic scenarios, and their weighting, to ensure they reflect the risk of the portfolio.
On an ongoing basis, Ford Credit reviews its models, including macroeconomic factors, the selection of
macroeconomic scenarios, and their weighting, to ensure they reflect the risk of the portfolio.

139

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 10. FORD CREDIT FINANCE RECEIVABLES
NOTES TO THEAND ALLOWANCE
FINANCIAL FOR CREDIT LOSSES (Continued)
STATEMENTS
NOTE 10. FORDPortfolio
Non-Consumer CREDIT FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (Continued)

Non-Consumer
Dealer financingPortfolio
is evaluated on an individual dealer basis by segmenting dealers by risk characteristics (such as the
amount of the loans, the nature of the collateral, the financial status of the dealer, and any TDR modifications) to
Dealeriffinancing
determine is evaluated
an individual on an individual
dealer requires a specificdealer basisfor
allowance bycredit
segmenting
loss. Ifdealers
required,by the
riskallowance
characteristics (such
is based onas
thethe
amount of the loans, the nature of the collateral, the financial status of the dealer, and any TDR modifications)
present value of the expected future cash flows of the dealer’s receivables discounted at the loans’ original effective to
determine if an
interest rate individual
or the dealer
fair value requires
of the a specific
collateral adjustedallowance for credit
for estimated costsloss. If required, the allowance is based on the
to sell.
present value of the expected future cash flows of the dealer’s receivables discounted at the loans’ original effective
interest
For rate or the fair dealer
the remaining value of the collateral
financing, Ford adjusted for estimated
Credit estimates costs to for
an allowance sell.credit losses on a collective basis.

For the remaining


Wholesale Loans. dealer financing,
Ford Credit Ford Credit
estimates estimates
the allowance foran allowance
credit lossesforforcredit losses
wholesale on abased
loans collective basis. loss-
on historical
to-receivable (“LTR”) ratios, expected future cash flows, and the fair value of collateral. For wholesale loans with similar
risk Wholesale the Ford
Loans.
characteristics, Creditfor
allowance estimates the allowance
credit losses for credit
is estimated losses forbasis
on a collective wholesale loans
using the based
LTR modelonand
historical loss-
to-receivable (“LTR”) ratios, expected future cash flows, and the fair value of collateral. For
management judgment. The LTR model is based on the most recent years of history. An LTR ratio is calculatedwholesale loans with by
similar
risk characteristics, the allowance for credit losses is estimated on a collective basis using the LTR model and
dividing credit losses (i.e., charge-offs net of recoveries) by average net finance receivables, excluding unearned interest
management
supplements and judgment.
allowanceThefor
LTR model
credit is based
losses. Theon the most
average LTRrecent years
ratio is of history.
multiplied by theAnend-of-period
LTR ratio is calculated
balances, by
dividing credit losses (i.e., charge-offs net of recoveries)
representing the lifetime expected credit loss reserve. by average net finance receivables, excluding unearned interest
supplements and allowance for credit losses. The average LTR ratio is multiplied by the end-of-period balances,
representing the lifetime
Dealer Loans. expected
Ford Credit credit
uses loss reserve.
a weighted-average remaining maturity method to estimate the lifetime expected
credit loss reserve for dealer loans. The loss model is based on the industry-wide commercial real estate credit losses,
Dealer
adjusted factor inFord
to Loans. Credit uses
the historical a weighted-average
credit remaining
losses for the dealer maturity method
loans portfolio. to estimate
The expected creditthe lifetime
loss expected
is calculated under
credit loss reserve for dealer loans. The loss model is based on the industry-wide commercial
different macroeconomic scenarios that are weighted to provide the total lifetime expected credit loss. real estate credit losses,
adjusted to factor in the historical credit losses for the dealer loans portfolio. The expected credit loss is calculated under
different
Aftermacroeconomic
establishing the scenarios
collective that
and are weighted
specific to provide
allowance the total
for credit lifetime
losses, expected credit
if management loss.the allowance does
believes
not reflect all losses inherent in the portfolio due to changes in recent economic trends and conditions, or other relevant
After establishing
forward-looking the collective
economic and
factors, an specific allowance
adjustment for credit
is made based losses, if management
on management judgment. believes the allowance does
not reflect all losses inherent in the portfolio due to changes in recent economic trends and conditions, or other relevant
forward-looking economic factors, an adjustment is made based on management judgment.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 10. FORD CREDIT FINANCE RECEIVABLES
NOTES TO THEAND ALLOWANCE
FINANCIAL FOR CREDIT LOSSES (Continued)
STATEMENTS
NOTE An 10. FORD
analysis of CREDIT FINANCE
the allowance RECEIVABLES
for credit AND
losses related ALLOWANCE
to finance FORfor
receivables CREDIT LOSSES
the years ended (Continued)
December 31 was as
follows (in millions):
An analysis of the allowance for credit losses related to finance receivables for the years ended December 31 was as
2021
follows (in millions):
Consumer Non-Consumer Total
2021
Allowance for credit losses
Consumer Non-Consumer Total
Beginning balance $ 1,245 $ 60 $ 1,305
Allowance for credit losses
Charge-offs (272) (3) (275)
Beginning balance $ 1,245 $ 60 $ 1,305
Recoveries 202 8 210
Charge-offs (272) (3) (275)
Provision for/(Benefit from) credit losses (270) (40) (310)
Recoveries 202 8 210
Other (a) (2) (3) (5)
Provision for/(Benefit from) credit losses (270) (40) (310)
Ending balance $ 903 $ 22 $ 925
Other (a) (2) (3) (5)
Ending balance $ 903 $ 2022 22 $ 925
Consumer Non-Consumer Total
2022
Allowance for credit losses
Consumer Non-Consumer Total
Beginning balance $ 903 $ 22 $ 925
Allowance for credit losses
Charge-offs (278) (1) (279)
Beginning balance $ 903 $ 22 $ 925
Recoveries 165 5 170
Charge-offs (278) (1) (279)
Provision for/(Benefit from) credit losses 56 (17) 39
Recoveries 165 5 170
Other (a) (8) (2) (10)
Provision for/(Benefit from) credit losses 56 (17) 39
Ending balance $ 838 $ 7 $ 845
Other (a) (8) (2) (10)
__________
Ending
(a) balance
Primarily represents amounts related to translation adjustments. $ 838 $ 7 $ 845
Note: On
__________ January 1, 2020, we adopted ASU 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments, which had an impact on
the
(a) 2020 opening
Primarily balanceamounts
represents of Retained earnings
related of $202 adjustments.
to translation million.
Note: On January 1, 2020, we adopted ASU 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments, which had an impact on
For opening
the 2020 the year ended
balance December
of Retained 31, of
earnings 2022,
$202 the allowance for credit losses decreased $80 million primarily due to Ford
million.
Credit’s current expectation that COVID-related losses have been largely avoided, offset partially by deterioration in the
For the year outlook
macroeconomic ended December 31, 2022,
that was reflected in the
the allowance for credit
reserve balance losses
in the decreased
fourth quarter of$80 million
2022. primarily
Although netdue to Ford
charge-offs
Credit’s
for current
the year expectation
ended December that
31,COVID-related
2022 remainedlosses have
low due, in been largely
part, to high avoided, offset partially
vehicle auction by deterioration
values, the in the
impact of higher
macroeconomic
inflation outlook
and higher thatrates
interest was on
reflected
future in the reserve
credit balanceuncertain.
losses remains in the fourth quarter
Ford ofwill
Credit 2022. Although
continue net charge-offs
to monitor economic
for the and
trends yearconditions
ended December 31, 2022
and portfolio remainedand
performance lowwill
due, in part,
adjust thetoreserve
high vehicle auction values, the impact of higher
accordingly.
inflation and higher interest rates on future credit losses remains uncertain. Ford Credit will continue to monitor economic
trends
NOTE 11.and INVENTORIES
conditions and portfolio performance and will adjust the reserve accordingly.

NOTE
All 11. INVENTORIES
inventories are stated at the lower of cost or net realizable value. Cost of our inventories is determined by costing
methods that approximate a first-in, first-out (“FIFO”) basis. Inventories at December 31 were as follows (in millions):
All inventories are stated at the lower of cost or net realizable value. Cost of our inventories is determined by costing
2021 2022
methods that approximate a first-in, first-out (“FIFO”) basis. Inventories at December 31 were as follows (in millions):
Raw materials, work-in-process, and supplies $ 5,785 $ 5,997
2021 2022
Finished products 6,280 8,083
Raw materials, work-in-process, and supplies $ 5,785 $ 5,997
Total inventories $ 12,065 $ 14,080
Finished products 6,280 8,083
Total inventories $ 12,065 $ 14,080
Our finished product inventory at December 31, 2022 was higher year over year due to production and release
scheduling, which resulted in higher sales inventory, in-transit inventory, and units awaiting upfit.
Our finished product inventory at December 31, 2022 was higher year over year due to production and release
scheduling, which resulted in higher sales inventory, in-transit inventory, and units awaiting upfit.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 12. NET INVESTMENT IN OPERATING
NOTES TOLEASES
THE FINANCIAL STATEMENTS
NOTE Net12. NET INVESTMENT
investment in operatingIN OPERATING
leases LEASESof lease contracts for vehicles with individuals, daily rental
consists primarily
companies, government entities, and fleet customers. Assets subject to operating leases are depreciated using the
Net investment
straight-line methodinover
operating of theconsists
leases
the term lease toprimarily
reduce theof lease
assetcontracts for vehicles
to its estimated withvalue.
residual individuals, dailyresidual
Estimated rental
companies, government
values are based entities, and
on assumptions for fleet
usedcustomers. Assets
vehicle prices subject
at lease to operating
termination leases
and the are depreciated
number using
of vehicles that the
are
straight-line method over the term of the lease to reduce the asset to its estimated residual value. Estimated
expected to be returned. Adjustments to depreciation expense reflecting revised estimates of expected residual values at residual
values
the endare based
of the on terms
lease assumptions for used
are recorded vehicle prices
prospectively on aatstraight-line
lease termination
basis. and the number of vehicles that are
expected to be returned. Adjustments to depreciation expense reflecting revised estimates of expected residual values at
the end
The of
netthe lease terms
investment are recorded
in operating prospectively
leases at December on 31
a straight-line
was as followsbasis.
(in millions):
2021 2022
The net investment in operating leases at December 31 was as follows (in millions):
Company excluding Ford Credit
2021 2022
Vehicles, net of depreciation $ 1,194 $ 951
Company excluding Ford Credit
Ford Credit Segment
Vehicles, net of depreciation $ 1,194 $ 951
Vehicles, at cost (a) 29,982 26,055
Ford Credit Segment
Accumulated depreciation (4,815) (4,234)
Vehicles, at cost (a) 29,982 26,055
Total Ford Credit Segment 25,167 21,821
Accumulated depreciation (4,815) (4,234)
Total $ 26,361 $ 22,772
Total Ford Credit Segment 25,167 21,821
__________
Total
(a) Includes Ford Credit’s operating lease assets of $7.5 billion and $12.5 billion at December 31, 2021 and 2022, $ 26,361
respectively, $ been included
that have 22,772
in securitization transactions. These net investments in operating leases are available only for payment of the debt or other obligations issued or
__________
(a) arising
IncludesinFord
the securitization transactions;
Credit’s operating they are
lease assets not available
of $7.5 billion andto$12.5
pay other
billionobligations
at Decemberor the
31,claims of other
2021 and 2022,creditors.
respectively, that have been included
in securitization transactions. These net investments in operating leases are available only for payment of the debt or other obligations issued or
Fordarising
Creditin the securitization transactions; they are not available to pay other obligations or the claims of other creditors.
Segment

FordIncluded
Credit Segment
in Ford Credit interest, operating, and other expense is operating lease depreciation expense, which includes
gains and losses on disposal of assets along with fees assessed to a customer at lease termination such as excess wear
and Included in Ford mileage
use and excess Credit interest,
that areoperating,
consideredand other expense
variable is operating
lease payments. lease depreciation
Operating expense,
lease depreciation which includes
expense for the
gains and losses on disposal of assets along with fees
years ended December 31 was as follows (in millions): assessed to a customer at lease termination such as excess wear
and use and excess mileage that are considered variable lease payments. Operating lease depreciation expense for the
2020 2021 2022
years ended December 31 was as follows (in millions):
Operating lease depreciation expense $ 3,235 $ 1,626 $ 2,240
2020 2021 2022
Operating lease depreciation expense $ 3,235 $ 1,626 $ 2,240
The amounts contractually due on operating leases at December 31, 2022 were as follows (in millions):
2023 2024 2025 2026 Thereafter Total
The amounts contractually due on operating leases at December 31, 2022 were as follows (in millions):
Operating lease payments $ 3,324 $ 1,944 $ 803 $ 164 $ 11 $ 6,246
2023 2024 2025 2026 Thereafter Total
Operating lease payments $ 3,324 $ 1,944 $ 803 $ 164 $ 11 $ 6,246

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 13. NET PROPERTY NOTES TO THE FINANCIAL STATEMENTS
NOTE
Net13. NET PROPERTY
property is reported at cost, net of accumulated depreciation, which includes impairments. We capitalize new
assets when we expect to use the asset for more than one year. Routine maintenance and repair costs are expensed
Net
when property is reported at cost, net of accumulated depreciation, which includes impairments. We capitalize new
incurred.
assets when we expect to use the asset for more than one year. Routine maintenance and repair costs are expensed
when incurred.
Property and equipment are depreciated primarily using the straight-line method over the estimated useful life of the
asset. Useful lives range from 3 years to 40 years. The estimated useful lives generally are 14.5 years for machinery and
Property8 and
equipment, yearsequipment are depreciated
for software, 30 years for primarily using the straight-line
land improvements, and 40 yearsmethod over the estimated
for buildings. useful life
Tooling generally is of the
asset. Useful lives range from 3 years to 40 years. The estimated useful lives
amortized over the expected life of a product program using a straight-line method. generally are 14.5 years for machinery and
equipment, 8 years for software, 30 years for land improvements, and 40 years for buildings. Tooling generally is
amortized over the
Net property at expected
Decemberlife 31ofwas
a product program
as follows using a straight-line method.
(in millions):
2021 2022
Net property at December 31 was as follows (in millions):
Land $ 450 $ 371
2021 2022
Buildings and land improvements 12,438 11,946
Land $ 450 $ 371
Machinery, equipment, and other 39,636 38,964
Buildings and land improvements 12,438 11,946
Software 4,598 5,042
Machinery, equipment, and other 39,636 38,964
Construction in progress 2,152 3,203
Software 4,598 5,042
Total land, plant and equipment, and other 59,274 59,526
Construction in progress 2,152 3,203
Accumulated depreciation (32,342) (31,781)
Total land, plant and equipment, and other 59,274 59,526
Net land, plant and equipment, and other 26,932 27,745
Accumulated depreciation (32,342) (31,781)
Tooling, net of amortization 10,207 9,520
Net land, plant and equipment, and other 26,932 27,745
Total $ 37,139 $ 37,265
Tooling, net of amortization 10,207 9,520
Total $ 37,139 $ 37,265
Property-related expenses, excluding net investment in operating leases, for the years ended December 31 were as
follows (in millions):
Property-related expenses, excluding net investment in operating leases, for the years ended December 31 were as
2020 2021 2022
follows (in millions):
Depreciation and other amortization $ 2,792 $ 2,986 $ 2,878
2020 2021 2022
Tooling amortization 2,747 2,706 2,556
Depreciation and other amortization $ 2,792 $ 2,986 $ 2,878
Total (a) $ 5,539 $ 5,692 $ 5,434
Tooling amortization 2,747 2,706 2,556
Total (a) $ 5,539 $ 5,692 $ 5,434
Maintenance and rearrangement $ 1,670 $ 1,940 $ 2,083
__________
Maintenance
(a) and rearrangement
Includes impairment $
of held-for-sale long-lived assets. See Note 22 for additional information. 1,670 $ 1,940 $ 2,083
__________
(a) Includes impairment of held-for-sale long-lived assets. See Note 22 for additional information.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 14. EQUITY IN NET ASSETS OF AFFILIATED
NOTES TO THE COMPANIES
FINANCIAL STATEMENTS
NOTE
We14.
useEQUITY IN method
the equity NET ASSETS OF AFFILIATED
of accounting COMPANIES
for our investments in entities over which we do not have control, but over
whose operating and financial policies we are able to exercise significant influence.
We use the equity method of accounting for our investments in entities over which we do not have control, but over
whose
Ouroperating and financial
carrying value policies percentages
and ownership we are able to
of exercise significant
our equity influence. at December 31 were as follows (in
method investments
millions, except percentages):
Our carrying value and ownership percentages of our equity method investments at December 31 were as follows (in
Ownership
millions, except percentages): Investment Balance Percentage
2021 2022 2022
Ownership
Investment Balance Percentage
BlueOval SK, LLC $ — $ 690 50 %
2021 2022 2022
Ford Otomotiv Sanayi Anonim Sirketi 278 479 41
BlueOval SK, LLC $ — $ 690 50 %
Jiangling Motors Corporation, Limited (a) 468 471 32
Ford Otomotiv Sanayi Anonim Sirketi 278 479 41
Changan Ford Automobile Corporation, Limited (b) 860 409 50
Jiangling Motors Corporation, Limited (a) 468 471 32
AutoAlliance (Thailand) Co., Ltd. 391 346 50
Changan Ford Automobile Corporation, Limited (b) 860 409 50
FFS Finance South Africa (Pty) Limited 70 70 50
AutoAlliance (Thailand) Co., Ltd. 391 346 50
Ionity Holding GmbH & Co. KG 41 67 15
FFS Finance South Africa (Pty) Limited 70 70 50
Argo AI, LLC (c) 2,042 — 44
Ionity Holding GmbH & Co. KG 41 67 15
Ford Sollers Netherlands B.V. (d) 108 — —
Argo AI, LLC (c) 2,042 — 44
Other 287 266 Various
Ford Sollers Netherlands B.V. (d) 108 — —
Total $ 4,545 $ 2,798
Other 287 266 Various
__________
(a) Total
In 2021 and 2022, Jiangling Motors Corporation, Limited recorded restructuring charges, our $ share of which
4,545 was $ $10 million 2,798
and $13 million,
respectively. These charges are included in Equity in net income/(loss) of affiliated companies.
__________
(b) In
(a) In 2021
2022,and
Changan
2022, Ford Automobile
Jiangling Motors Corporation,
Corporation, Limited
Limited recorded
recorded long-lived asset
restructuring and other
charges, our asset
share impairment
of which was charges as well
$10 million andas$13
restructuring
million,
charges, our share
respectively. Theseofcharges
which was
are $368
includedmillion. These
in Equity charges
in net are included
income/(loss) in Equitycompanies.
of affiliated in net income/(loss) of affiliated companies.
(c) In
(b) See below
2022, for information
Changan on our investment
Ford Automobile Corporation,in Argo AI, LLC.
Limited recorded long-lived asset and other asset impairment charges as well as restructuring
(d) charges,
In 2022, we
ourfully impaired
share our
of which $93$368
was million investment
million. Theseincharges
Ford Sollers Netherlands
are included B.V.,inand
in Equity net also sold our interest
income/(loss) to the
of affiliated joint venture (with an option
companies.
to repurchase
(c) See below for within five years)
information on ourfor a nominalinvalue
investment Argoresulting
AI, LLC. in the release of the $25 million carrying amount of our associated foreign currency
(d) translation
In 2022, weadjustment.
fully impairedThese charges
our $93 are
million included in
investment inEquity in net income/(loss)
Ford Sollers of affiliated
Netherlands B.V., and alsocompanies and Other
sold our interest joint venturerespectively.
income/(loss),
to the (with an option
to repurchase within five years) for a nominal value resulting in the release of the $25 million carrying amount of our associated foreign currency
translation
We adjustment.
recorded $180 These charges
million, $452are included
million, in Equity
and $452inmillion
net income/(loss)
of dividends of affiliated
from companies and Other
these affiliated forrespectively.
income/(loss),
companies the years
ended December 31, 2020, 2021, and 2022, respectively.
We recorded $180 million, $452 million, and $452 million of dividends from these affiliated companies for the years
ended
An December
aggregate 31, 2020, 2021,
summary of the and 2022,
balance respectively.
sheets and income statements of our equity method investees, on a stand
alone basis, as reported by those investees at December 31 is below (in millions). Our investment in each equity method
An aggregate
investee summary
is reported in Equityofinthe
netbalance sheets
assets of and companies,
affiliated income statements
and ourof our equity method
proportionate investees,
share of on a
each of the stand
entities’
alone basis, as reported by those investees at December 31 is below (in millions).
income/(loss) is reported in Equity in net income/(loss) of affiliated companies. Our investment in each equity method
investee is reported in Equity in net assets of affiliated companies, and our proportionate share of each of the entities’
Summarized Balance Sheet 2021 2022
income/(loss) is reported in Equity in net income/(loss) of affiliated companies.
Current assets $ 9,342 $ 10,361
Summarized Balance Sheet 2021 2022
Non-current assets 12,009 11,142
Current assets $ 9,342 $ 10,361
Total assets $ 21,351 $ 21,503
Non-current assets 12,009 11,142
Total assets $ 21,351 $ 21,503
Current liabilities $ 9,461 $ 10,371
Non-current liabilities 4,069 4,498
Current liabilities $ 9,461 $ 10,371
Total liabilities $ 13,530 $ 14,869
Non-current liabilities 4,069 4,498
Total liabilities $ 13,530 $ 14,869
Equity attributable to noncontrolling interests $ — $ —

Equity attributable to noncontrolling interests $ — $ —


For the years ended December 31,
Summarized Income Statement 2020 2021 2022
For the years ended December 31,
Total revenue $ 24,033 $ 27,760 $ 27,153
Summarized Income Statement 2020 2021 2022
Income/(Loss) before income taxes (a) 282 1,002 (1,806)
Total revenue $ 24,033 $ 27,760 $ 27,153
Net income/(loss) (a) 305 1,029 (1,769)
Income/(Loss) before income taxes (a) 282 1,002 (1,806)
__________
Net income/(loss)
(a) (a) reflects Argo AI’s impairment, partially offset by the net income/(loss) of our other equity305
The 2022 results 1,029
method investees. (1,769)
__________
(a) The 2022 results reflects Argo AI’s impairment, partially offset by the net income/(loss) of our other equity method investees.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 14. EQUITY IN NET ASSETS OF AFFILIATED
NOTES TO THE COMPANIES (Continued)
FINANCIAL STATEMENTS
NOTE 14. ordinary
In the EQUITYcourse
IN NET ofASSETS
business,OF
weAFFILIATED COMPANIES
buy/sell various (Continued)
products and services including vehicles, parts, and
components to/from our equity method investees. In addition, we receive royalty income.
In the ordinary course of business, we buy/sell various products and services including vehicles, parts, and
components to/from
Transactions withour equity
equity method
method investees.
investees In addition,
reported for thewe receive
years royalty
ended or at income.
December 31 were as follows (in
millions):
Transactions with equity method investees reported for the years ended or at December 31 were as follows (in
For the years ended December 31,
millions):
Income Statement 2020 2021 2022
For the years ended December 31,
Sales $ 4,126 $ 4,777 $ 4,369
Income Statement 2020 2021 2022
Purchases 8,439 9,245 9,670
Sales $ 4,126 $ 4,777 $ 4,369
Royalty income 381 458 483
Purchases 8,439 9,245 9,670
Royalty income
Balance Sheet 381 2021 458 2022 483
Receivables $ 724 $ 1,007
Balance Sheet 2021 2022
Payables 1,035 1,676
Receivables $ 724 $ 1,007
Payables 1,035 1,676
Argo AI

ArgoInAI
2017, we began investing in Argo AI, an artificial intelligence company that became a consolidated subsidiary, with
a commitment to fund $1 billion over five years to develop autonomous vehicle technology. In 2020, we completed a
In 2017,with
transaction we Volkswagen
began investing in Argo that
AG (“VW”) AI, an artificial
resulted in intelligence
Ford and VW company
holding that
equalbecame a consolidated
interests subsidiary,
in Argo AI, which togetherwith
a commitment to fund $1 billion over five years to develop autonomous vehicle technology. In 2020,
comprised a majority ownership of the entity. As a result of this transaction, which included $500 million of proceeds from we completed a
transaction
the sale to VWwithofVolkswagen
a portion ofAG our(“VW”)
interestthat resulted
in Argo in Ford
AI, we and VW holding
deconsolidated equal
Argo AI, interests in
remeasured Argo
our AI, which
retained togetherin
investment
comprised a majority ownership of the entity. As a result of this transaction, which included $500 million
the entity at fair value, and, net of our carrying value in Argo AI’s net assets, recognized a $3.5 billion pre-tax gain in Other of proceeds from
the
income/(loss), net. Immediately following this transaction, our retained investment consisted of a $2.4 billion equity in
sale to VW of a portion of our interest in Argo AI, we deconsolidated Argo AI, remeasured our retained investment
the entityinvestment
method at fair value,
andand, net of
a $400 our carrying
million preferred value in Argo
equity AI’sinvestment,
security net assets, which
recognized a $3.5 billion
were reflected pre-tax
on our gain in Other
consolidated
income/(loss), net. Immediately following this transaction, our retained investment
balance sheets in Equity in net assets of affiliated companies and Other assets, respectively. consisted of a $2.4 billion equity
method investment and a $400 million preferred equity security investment, which were reflected on our consolidated
balance sheets
Although Argoin Equity
AI madein net assetson
progress ofdeveloping
affiliated companies and Other
highly automated assets,
driving respectively.
technology (L4), to achieve commercially
viable scale, Argo AI’s technology requires significant additional capital investment and time. In the near term, we see
moreAlthough
potentialArgo AI made
for partial progress onautomated
or conditional developingdriving
highlytechnology
automated(L2/L3)
driving to
technology (L4), to achieve
be transformative commercially
for customers and our
viable scale, Argo AI’s technology requires significant additional capital investment and time.
business. Therefore, in the third quarter of 2022, we made the strategic decision to shift our capital spending from In the near term, we see
L4
more potential
technology for developed
being partial or conditional
by Argo AIautomated
to advanced driving
L2/L3technology (L2/L3)
systems, which wetobelieve
be transformative forbe
will ultimately customers
essentialand
to our
business. Therefore,
achieve profitable in the third quarter
commercialization of L4ofautonomy
2022, we made theinstrategic
at scale the future.decision to shift because
Additionally, our capitalof spending from L4
the significant
technology being developed by Argo AI to advanced L2/L3 systems, which we believe will ultimately
additional capital and time required to achieve commercialization of L4, as well as other macroeconomic factors, Argo be essential to AI
achieve profitable commercialization of L4 autonomy at scale in the future. Additionally, because
has been unable to attract new investors. After performing external outreach in the third quarter of 2022 to assess marketof the significant
additional
interest in capital
acquiringandeither
time Argo
required
AI ortoits
achieve commercialization
technology components and of L4, as well as
conducting other macroeconomic
internal reviews to evaluatefactors, Argo AI
opportunities
has
to leverage Argo AI’s technology, Ford determined that Argo AI no longer has value as a going concern. As a result,market
been unable to attract new investors. After performing external outreach in the third quarter of 2022 to assess we
interest in acquiring
reassessed either
the carrying ArgoofAIour
value or its technology
investment components
in Argo and
AI starting conducting
from September internal reviews
30, 2022, andtoinevaluate
Octoberopportunities
2022, Ford
to
andleverage Argo AI’s
VW initiated technology,
the process Ford determined
of exiting that Argo AIofno
the joint development L4longer has value
technology as aArgo
through going
AI.concern.
On OctoberAs a26,
result,
2022,wewe
reassessed that
announced the carrying
Argo AI plansvalue to
of wind
our investment in Argo which
down operations, AI starting from September 30, 2022, and in October 2022, Ford
is in progress.
and VW initiated the process of exiting the joint development of L4 technology through Argo AI. On October 26, 2022, we
announced that Argo
Our valuation AI plans
assumed antoorderly
wind down operations,
conclusion which isatinArgo
of operations progress.
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
Our valuation
technology assumed
components haveanvalue
orderly conclusion
in isolation, of we
and operations at Argo
concluded AI, in
that the which
cost the cashinto
to integrate required to satisfy
currently the
anticipated
remaining obligations
technology ecosystems would
wouldconsume all of Argo AI’s remaining capital. In addition, we assessed whether Argo AI’s
be prohibitive.
technology components have value in isolation, and we concluded that the cost to integrate into currently anticipated
technology ecosystems
Accordingly, wouldabe
we recorded prohibitive.
$2.7 billion pre-tax impairment in the second half of 2022. The non-cash charge was
reported in Equity in net income/(loss) of affiliated companies. The carrying value of our investment in Argo AI is $0 as of
Accordingly,
December we recorded
31, 2022; a $2.7
in addition, billion$65
we have pre-tax impairment
million in the second
in Other liabilities half of 2022.
and deferred revenueTherelated
non-cash charge
to our fundingwas
reported
commitment in 2023 for our share of Argo AI’s expenses incurred in 2022. The carrying value immediately prior to$0the
in Equity in net income/(loss) of affiliated companies. The carrying value of our investment in Argo AI is as of
December 31, 2022; in addition, we have $65 million in Other liabilities and deferred revenue related to
impairment was higher than our net cash investment of approximately $500 million (i.e., our $1 billion investment less our funding
commitment
proceeds we in 2023 forfrom
received our VW)
sharedue
of Argo
to theAI’s expenses
non-cash gainincurred in 2022.
recognized whenThe
we carrying value immediately
deconsolidated Argo AI in 2020prior as
to the
impairment was
described above. higher than our net cash investment of approximately $500 million (i.e., our $1 billion investment less
proceeds we received from VW) due to the non-cash gain recognized when we deconsolidated Argo AI in 2020 as
described above.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 15. OTHER INVESTMENTS NOTES TO THE FINANCIAL STATEMENTS

NOTEWe15. OTHER
have INVESTMENTS
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
We havefor
transactions investments in entities
the identical not accounted
or a similar investmentfor under
of the the issuer.
same equity method
We reportfor the
which fair values
carrying valueare not readily
of these investments
available. We record
in Other assets in the these investments
non-current assetsat cost (less
section impairment,
of our if any),
consolidated adjusted
balance for observable
sheets. price changes
These investments in orderly
were $0.9 billion
transactions for the identical or a similar investment of the same issuer. We report the carrying value of
and $0.4 billion at December 31, 2021 and 2022, respectively. See Note 14 for additional information about the decrease these investments
in Other
from assets in
December the
31, non-current
2021. assets section
The cumulative of our consolidated
net unrealized balance sheets.
gain from adjustments relatedThese investments
to Other wereheld
Investments $0.9atbillion
and $0.4 billion at December
December 31, 2022 is $136 million. 31, 2021 and 2022, respectively. See Note 14 for additional information about the decrease
from December 31, 2021. The cumulative net unrealized gain from adjustments related to Other Investments held at
December
NOTE 16. 31,
OTHER 2022LIABILITIES
is $136 million.
AND DEFERRED REVENUE

NOTE 16. liabilities


Other OTHER and LIABILITIES AND DEFERRED
deferred revenue REVENUE
at December 31 were as follows (in millions):
2021 2022
Other liabilities and deferred revenue at December 31 were as follows (in millions):
Current
2021 2022
Dealer and dealers’ customer allowances and claims $ 8,300 $ 9,219
Current
Deferred revenue 2,349 2,404
Dealer and dealers’ customer allowances and claims $ 8,300 $ 9,219
Employee benefit plans 1,687 2,020
Deferred revenue 2,349 2,404
Accrued interest 888 935
Employee benefit plans 1,687 2,020
Operating lease liabilities 345 404
Accrued interest 888 935
OPEB 332 329
Operating lease liabilities 345 404
Pension 202 196
OPEB 332 329
Other (a) 4,583 5,590
Pension 202 196
Total current other liabilities and deferred revenue $ 18,686 $ 21,097
Other (a) 4,583 5,590
Total current other liabilities and deferred revenue $ 18,686 $ 21,097
Non-current
Dealer and dealers’ customer allowances and claims $ 4,909 $ 6,095
Non-current
Pension 8,658 5,673
Dealer and dealers’ customer allowances and claims $ 4,909 $ 6,095
OPEB 5,708 4,130
Pension 8,658 5,673
Deferred revenue 4,683 4,883
OPEB 5,708 4,130
Operating lease liabilities 1,048 1,101
Deferred revenue 4,683 4,883
Employee benefit plans 1,007 834
Operating lease liabilities 1,048 1,101
Other (a) 1,692 2,781
Employee benefit plans 1,007 834
Total non-current other liabilities and deferred revenue $ 27,705 $ 25,497
Other (a) 1,692 2,781
__________
(a)Total non-current
Includes currentother liabilities
derivative and deferred
liabilities revenue
of $97 million $ Includes
and $1.3 billion at December 31, 2021 and 2022, respectively. 27,705 $ derivative
non-current 25,497
liabilities of $535 million and $1.7 billion at December 31, 2021 and 2022, respectively (see Note 20).
__________
(a) Includes current derivative liabilities of $97 million and $1.3 billion at December 31, 2021 and 2022, respectively. Includes non-current derivative
liabilities of $535 million and $1.7 billion at December 31, 2021 and 2022, respectively (see Note 20).

146

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 17. RETIREMENT BENEFITS NOTES TO THE FINANCIAL STATEMENTS

NOTE 17. RETIREMENT


Defined benefit pension BENEFITS
and OPEB plan obligations are remeasured at least annually as of December 31 based on
the present value of projected future benefit payments for all participants for services rendered to date. The measurement
Defined future
of projected benefitbenefits
pensionisand OPEB plan
dependent obligations
on the provisions areofremeasured at plan,
each specific least demographics
annually as of December
of the group31covered
based onby
the
the present
plan, andvalue
otherofkey
projected future benefit
measurement payments
assumptions. Forforplans
all participants
that provideforbenefits
servicesdependent
rendered to ondate.
salaryThe measurement
assumptions, we
of projected
include future benefits
a projection is growth
of salary dependent onmeasurements.
in our the provisions ofNo each specific plan,
assumption demographics
is made regarding any of the group future
potential covered by
the plan, to
changes and other provisions
benefit key measurement assumptions.
beyond those to which For plans
we are that provide
presently benefits
committed dependent
(e.g., on labor
in existing salarycontracts).
assumptions, we
include a projection of salary growth in our measurements. No assumption is made regarding any potential future
changes to benefit
Net periodic provisions
benefit costs,beyond those
including to which
service cost, we are presently
interest cost, andcommitted (e.g., in
expected return onexisting
assets,labor contracts). using
are determined
assumptions regarding the benefit obligation and the fair value of plan assets (where applicable) as of the beginning of
eachNet periodic
year. benefit
We have costs,toincluding
elected use a fairservice
value of cost,
planinterest
assetscost, and expected
to calculate return on
the expected assets,
return are determined
on assets using
in net periodic
assumptions regarding the benefit obligation and the fair value of plan assets (where applicable)
benefit cost. The funded status of the benefit plans, which represents the difference between the benefit obligation and as of the beginning of
each year. We have elected to use a fair value of plan assets to calculate the expected return
fair value of plan assets, is calculated on a plan-by-plan basis. The benefit obligation and related funded status are on assets in net periodic
benefit cost.using
determined The funded statusas
assumptions of of
thethe
benefit
end ofplans,
each which
year. represents
Actuarial gains the difference
and lossesbetween
resultingthe benefit
from plan obligation and
remeasurement
fair value of plan assets, is calculated on a plan-by-plan basis. The benefit obligation and
are recognized in net periodic benefit cost in the period of the remeasurement. The impact of a retroactive plan related funded status are
determined
amendmentusing assumptions
is recorded as of the other
in Accumulated end ofcomprehensive
each year. Actuarial gains and
income/(loss), losses
and resultingas
is amortized from plan remeasurement
a component of net
are recognized in net periodic benefit cost in the period of the remeasurement. The impact
periodic cost, generally over the remaining service period of the active employees. The service cost component of a retroactive plan is
amendment
included is recorded
in Cost of salesinand Accumulated other comprehensive
Selling, administrative and other income/(loss),
expenses. Other andcomponents
is amortizedofasneta component of net
periodic benefit cost/
periodic cost, generally over the remaining service period of the active
(income) are included in Other income/(loss), net on our consolidated income statements. employees. 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
A curtailment in Other
results from an income/(loss), net on our reduces
event that significantly consolidated income statements.
the expected years of future service or eliminates the
accrual of defined benefits for the future services of a significant number of employees. A curtailment gain is recorded
when A the
curtailment
employeesresults
whofrom an eventtothat
are entitled significantly
a benefit reduces
terminate the expected or
their employment, years
when of a
future
plan service or eliminates
suspension the
or amendment
accrual of defined benefits for the future services of a significant number of employees. A curtailment gain is
that results in a curtailment gain is adopted. A curtailment loss is recorded when it becomes probable a curtailment loss recorded
when the employees
will occur. We recognizewhosettlement
are entitledexpense
to a benefit
when terminate
the coststheir employment,
associated orsettlements
with all when a planduring
suspension or exceed
the year amendment
the
that
interest component of net periodic cost for the affected plan. Expense from curtailments and settlements is recordedloss
results in a curtailment gain is adopted. A curtailment loss is recorded when it becomes probable a curtailment in
will
Otheroccur. We recognize
income/(loss), net. settlement expense when the costs associated with all settlements during the year exceed the
interest component of net periodic cost for the affected plan. Expense from curtailments and settlements is recorded in
Other income/(loss),
Defined net.
Benefit Pension Plans. We have defined benefit pension plans covering hourly and salaried employees in the
United States, Canada, United Kingdom, Germany, and other locations. The largest portion of our worldwide obligation is
Definedwith
associated Benefit Pension
our U.S. Plans.
plans. We have
Virtually all of defined benefitdefined
our worldwide pensionbenefit
plans covering
plans arehourly
closedand salaried
to new employees in the
participants.
United States, Canada, United Kingdom, Germany, and other locations. The largest portion of our worldwide obligation is
associated withour
In general, ourdefined
U.S. plans. Virtually
benefit pensionall plans
of ourare
worldwide defined
funded (i.e., benefit
have plansassets
restricted are closed
from to newbenefits
which participants.
are paid).
Our unfunded defined benefit pension plans are treated on a “pay as you go” basis with benefit payments from general
In general,
Company cash.our defined
These benefitplans
unfunded pension plans include
primarily are funded (i.e.,plans
certain haveinrestricted
Germanyassets from
and the which
U.S. benefits
defined areplans
benefit paid).for
Our unfunded defined
senior management. benefit pension plans are treated on a “pay as you go” basis with benefit payments from general
Company cash. These unfunded plans primarily include certain plans in Germany and the U.S. defined benefit plans for
senior management.
OPEB. We have defined benefit OPEB plans, primarily certain health care and life insurance benefits, covering hourly
and salaried employees in the United States, Canada, and other locations. The largest portion of our worldwide obligation
OPEB. We
is associated have
with our defined benefit
U.S. plans. Our OPEB
OPEBplans,
plansprimarily certainand
are unfunded health care andare
the benefits lifepaid
insurance benefits,
from general coveringcash.
Company hourly
and salaried employees in the United States, Canada, and other locations. The largest portion of our worldwide obligation
is associated with our U.S.
Defined Contribution plans.
and OurPlans.
Savings OPEB plans arehave
We also unfunded
definedand the benefits
contribution aresavings
and paid from general
plans Company
for hourly cash.
and salaried
employees in the United States and other locations. Company contributions to these plans, if any, are made from general
Defined
Company Contribution
cash and Savings
and are expensed Plans. We
as incurred. also
The have defined
expense for our contribution and savings
worldwide defined plans for
contribution andhourly andplans
savings salaried
was
employees
$398 million, $432 million, and $478 million for the years ended December 31, 2020, 2021, and 2022, respectively.general
in the United States and other locations. Company contributions to these plans, if any, are made from This
Companythe
includes cash and are
expense forexpensed as incurred.contributions
Company-matching The expenseto for
ourour worldwide
primary defined
employee contribution
savings plan in and savingsStates
the United plansof
was
$398 million, $432 million, and $478 million for the years ended December 31, 2020, 2021, and 2022, respectively.
$146 million, $152 million, and $152 million for the years ended December 31, 2020, 2021, and 2022, respectively. This
includes the expense for Company-matching contributions to our primary employee savings plan in the United States of
$146 million, $152 million, and $152 million for the years ended December 31, 2020, 2021, and 2022, respectively.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 17. RETIREMENT BENEFITS NOTES
(Continued)
TO THE FINANCIAL STATEMENTS
NOTE 17.
Defined RETIREMENT
Benefit BENEFITS
Plans – Expense (Continued)
and Status

Defined Benefit Plans


The assumptions – Expense
used and Status
to determine benefit obligation and net periodic benefit cost/(income) were as follows:
Pension Benefits
The assumptions used to determine benefit obligation and net periodic benefit cost/(income) were as follows:
U.S. Plans Non-U.S. Plans Worldwide OPEB
Pension Benefits
2021 2022 2021 2022 2021 2022
U.S. Plans Non-U.S. Plans Worldwide OPEB
Weighted Average Assumptions at December 31
2021 2022 2021 2022 2021 2022
Discount rate 2.91 % 5.51 % 1.75 % 4.42 % 2.97 % 5.48 %
Weighted Average Assumptions at December 31
Average rate of increase in compensation 3.50 3.70 3.19 3.42 3.46 3.65
Discount rate 2.91 % 5.51 % 1.75 % 4.42 % 2.97 % 5.48 %
Weighted Average Assumptions Used to Determine Net
Average
Benefit rate
Costoffor
increase in compensation
the Year Ended December 31 3.50 3.70 3.19 3.42 3.46 3.65
Discount
Weightedrate - Service
Average cost
Assumptions Used to Determine Net 3.02 % 3.12 % 1.44 % 1.78 % 3.14 % 3.27 %
Benefit Cost for the Year Ended December 31
Effective interest rate on benefit obligation 2.00 2.40 1.06 1.54 1.96 2.49
Discount rate - Service cost 3.02 % 3.12 % 1.44 % 1.78 % 3.14 % 3.27 %
Expected long-term rate of return on assets 6.00 5.75 3.42 3.29 — —
Effective interest rate on benefit obligation 2.00 2.40 1.06 1.54 1.96 2.49
Average rate of increase in compensation 3.50 3.50 3.34 3.19 3.44 3.46
Expected long-term rate of return on assets 6.00 5.75 3.42 3.29 — —
Average rate of increase in compensation 3.50 3.50 3.34 3.19 3.44 3.46
The pre-tax net periodic benefit cost/(income) for our defined benefit pension and OPEB plans for the years ended
December 31 was as follows (in millions):
The pre-tax net periodic benefit cost/(income) for our defined benefit pension and OPEB plans for the years ended
Pension Benefits
December 31 was as follows (in millions):
U.S. Plans Non-U.S. Plans Worldwide OPEB
Pension Benefits
2020 2021 2022 2020 2021 2022 2020 2021 2022
U.S. Plans Non-U.S. Plans Worldwide OPEB
Service cost $ 520 $ 526 $ 500 $ 529 $ 557 $ 416 $ 47 $ 49 $ 42
2020 2021 2022 2020 2021 2022 2020 2021 2022
Interest cost 1,291 928 1,054 514 420 504 169 127 146
Service cost $ 520 $ 526 $ 500 $ 529 $ 557 $ 416 $ 47 $ 49 $ 42
Expected return on assets (2,795) (2,728) (2,569) (1,067) (1,130) (1,006) — — —
Interest cost 1,291 928 1,054 514 420 504 169 127 146
Amortization of prior service costs/(credits) 4 2 2 32 24 22 (16) (12) (3)
Expected return on assets (2,795) (2,728) (2,569) (1,067) (1,130) (1,006) — — —
Net remeasurement (gain)/loss 377 (254) 1,720 499 (3,241) (436) 556 (376) (1,314)
Amortization of prior service costs/(credits) 4 2 2 32 24 22 (16) (12) (3)
Separation programs/other 35 19 46 226 156 63 — — —
Net remeasurement (gain)/loss 377 (254) 1,720 499 (3,241) (436) 556 (376) (1,314)
Settlements and curtailments 5 70 438 103 (2) (2) (2) — (1)
Separation programs/other 35 19 46 226 156 63 — — —
Net periodic benefit cost/(income) $ (563) $ (1,437) $ 1,191 $ 836 $ (3,216) $ (439) $ 754 $ (212) $ (1,130)
Settlements and curtailments 5 70 438 103 (2) (2) (2) — (1)
Net periodic benefit cost/(income) $ (563) $ (1,437) $ 1,191 $ 836 $ (3,216) $ (439) $ 754 $ (212) $ (1,130)
In 2020, we recognized an expense of $367 million related to separation programs, settlements, and curtailments,
which included a $61 million settlement loss related to a non-U.S. pension plan and $268 million related to ongoing
In 2020,
redesign we recognized an expense of $367 million related to separation programs, settlements, and curtailments,
programs.
which included a $61 million settlement loss related to a non-U.S. pension plan and $268 million related to ongoing
redesign programs.
In 2021, we recognized an expense of $244 million related to separation programs, settlements, and curtailments,
which included $70 million of settlement losses related to a U.S. pension plan and separation expenses of $156 million for
In 2021,
non-U.S. we recognized
pension an expense
plans related of redesign
to ongoing $244 million related to separation programs, settlements, and curtailments,
programs.
which included $70 million of settlement losses related to a U.S. pension plan and separation expenses of $156 million for
non-U.S. pension
In 2022, plans related
we recognized to ongoing
an expense of redesign programs.
$544 million related to separation programs, settlements, and curtailments,
which included $438 million of settlement losses related to a U.S. pension plan and separation and curtailment expenses
In 2022,
of $57 millionwe
forrecognized an expense
non-U.S. pension plansofrelated
$544 million related
to ongoing to separation
redesign programs,
programs. settlements,
Until our and curtailments,
Global Redesign programs are
which included
completed, $438 million
we anticipate of settlement
further adjustmentslosses related
to our planstoina subsequent
U.S. pensionperiods.
plan and separation and curtailment expenses
of $57 million for non-U.S. pension plans related to ongoing redesign programs. Until our Global Redesign programs are
completed, we anticipate further adjustments to our plans in subsequent periods.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 17. RETIREMENT BENEFITS NOTES
(Continued)
TO THE FINANCIAL STATEMENTS
NOTE
The17. RETIREMENT
year-end status ofBENEFITS
these plans(Continued)
was as follows (in millions):
Pension Benefits
The year-end status of these plans was as follows (in millions):
U.S. Plans Non-U.S. Plans Worldwide OPEB
Pension Benefits
2021 2022 2021 2022 2021 2022
U.S. Plans Non-U.S. Plans Worldwide OPEB
Change in Benefit Obligation
2021 2022 2021 2022 2021 2022
Benefit obligation at January 1 $ 49,020 $ 44,888 $ 39,835 $ 34,432 $ 6,575 $ 6,040
Change in Benefit Obligation
Service cost 526 500 557 416 49 42
Benefit obligation at January 1 $ 49,020 $ 44,888 $ 39,835 $ 34,432 $ 6,575 $ 6,040
Interest cost 928 1,054 420 504 127 146
Service cost 526 500 557 416 49 42
Amendments — — 4 — — —
Interest cost 928 1,054 420 504 127 146
Separation programs/other (25) 4 185 56 — —
Amendments — — 4 — — —
Curtailments — — (4) (2) — —
Separation programs/other (25) 4 185 56 — —
Settlements (a) (1,297) (1,172) — (674) — —
Curtailments — — (4) (2) — —
Plan participant contributions 20 18 13 12 21 1
Settlements (a) (1,297) (1,172) — (674) — —
Benefits paid (2,522) (2,466) (1,565) (1,302) (356) (363)
Plan participant contributions 20 18 13 12 21 1
Foreign exchange translation — — (1,432) (2,877) — (92)
Benefits paid (2,522) (2,466) (1,565) (1,302) (356) (363)
Actuarial (gain)/loss (1,762) (9,959) (3,581) (8,960) (376) (1,315)
Foreign exchange translation — — (1,432) (2,877) — (92)
Benefit obligation at December 31 44,888 32,867 34,432 21,605 6,040 4,459
Actuarial (gain)/loss (1,762) (9,959) (3,581) (8,960) (376) (1,315)
Change in Plan Assets
Benefit obligation at December 31 44,888 32,867 34,432 21,605 6,040 4,459
Fair value of plan assets at January 1 48,355 45,909 33,820 33,085 — —
Change in Plan Assets
Actual return on plan assets 1,150 (9,548) 788 (7,516) — —
Fair value of plan assets at January 1 48,355 45,909 33,820 33,085 — —
Company contributions 247 223 912 722 — —
Actual return on plan assets 1,150 (9,548) 788 (7,516) — —
Plan participant contributions 20 18 13 12 — —
Company contributions 247 223 912 722 — —
Benefits paid (2,522) (2,466) (1,565) (1,302) — —
Plan participant contributions 20 18 13 12 — —
Settlements (a) (1,297) (1,172) — (674) — —
Benefits paid (2,522) (2,466) (1,565) (1,302) — —
Foreign exchange translation — — (855) (2,973) — —
Settlements (a) (1,297) (1,172) — (674) — —
Other (44) (42) (28) (10) — —
Foreign exchange translation — — (855) (2,973) — —
Fair value of plan assets at December 31 45,909 32,922 33,085 21,344 — —
Other (44) (42) (28) (10) — —
Funded status at December 31 $ 1,021 $ 55 $ (1,347) $ (261) $ (6,040) $ (4,459)
Fair value of plan assets at December 31 45,909 32,922 33,085 21,344 — —
Funded status at December 31 $ 1,021 $ 55 $ (1,347) $ (261) $ (6,040) $ (4,459)
Amounts Recognized on the Balance Sheets
Prepaid assets $ 3,130 $ 2,064 $ 5,404 $ 3,599 $ — $ —
Amounts Recognized on the Balance Sheets
Other liabilities (2,109) (2,009) (6,751) (3,860) (6,040) (4,459)
Prepaid assets $ 3,130 $ 2,064 $ 5,404 $ 3,599 $ — $ —
Total $ 1,021 $ 55 $ (1,347) $ (261) $ (6,040) $ (4,459)
Other liabilities (2,109) (2,009) (6,751) (3,860) (6,040) (4,459)
Amounts Recognized in Accumulated Other
Total
Comprehensive Loss (pre-tax) $ 1,021 $ 55 $ (1,347) $ (261) $ (6,040) $ (4,459)
Unamortized
Amounts prior service
Recognized costs/(credits)
in Accumulated Other $ 2 $ — $ 170 $ 130 $ 22 $ 25
Comprehensive Loss (pre-tax)
Unamortized prior service costs/(credits) $ 2 $ — $ 170 $ 130 $ 22 $ 25
Pension Plans in which Accumulated Benefit
Obligation Exceeds Plan Assets at December 31
Accumulated
Pension Plans benefit obligation
in which Accumulated Benefit $ 2,192 $ 15,055 $ 12,586 $ 8,346
Obligation Exceeds Plan Assets at December 31
Fair value of plan assets 140 13,576 6,835 5,068
Accumulated benefit obligation $ 2,192 $ 15,055 $ 12,586 $ 8,346
Fair value of plan assets 140 13,576 6,835 5,068
Accumulated Benefit Obligation at December 31 $ 43,879 $ 32,336 $ 31,850 $ 20,304

Accumulated Benefit Obligation at December 31 $ 43,879 $ 32,336 $ 31,850 $ 20,304


Pension Plans in which Projected Benefit Obligation
Exceeds Plan Assets at December 31
Projected
Pension benefit
Plans obligation
in which Projected Benefit Obligation $ 2,249 $ 15,585 $ 13,651 $ 8,932
Exceeds Plan Assets at December 31
Fair value of plan assets 140 13,576 6,900 5,068
Projected benefit obligation $ 2,249 $ 15,585 $ 13,651 $ 8,932
Fair value of plan assets 140 13,576 6,900 5,068
Projected Benefit Obligation at December 31 $ 44,888 $ 32,867 $ 34,432 $ 21,605
__________
Projected
(a) Benefit
In the fourth Obligation
quarter at December
of 2022, 31 a non-U.S. pension
we transferred $ 44,888 $ and32,867
obligation $ assets
related plan 34,432 $ insurance
to an 21,605company. There were no gains
or losses recognized upon settlement.
__________
(a) In the fourth quarter of 2022, we transferred a non-U.S. pension obligation and related plan assets to an insurance company. There were no gains
or losses recognized upon settlement.

149

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 17. RETIREMENT BENEFITS NOTES
(Continued)
TO THE FINANCIAL STATEMENTS
NOTEThe17. RETIREMENT
actuarial BENEFITS
(gain)/loss (Continued)
for our pension benefit obligations in 2021 and 2022 was primarily related to changes in
discount rates.
The actuarial (gain)/loss for our pension benefit obligations in 2021 and 2022 was primarily related to changes in
discount
Pension rates.
Plan Contributions

Pension Plan Contributions


Our policy for funded pension plans is to contribute annually, at a minimum, amounts required by applicable laws and
regulations. We may make contributions beyond those legally required.
Our policy for funded pension plans is to contribute annually, at a minimum, amounts required by applicable laws and
regulations. We contributed
In 2022, we may make contributions beyond
$567 million to thosefunded
our global legallypension
required.
plans and made $379 million of benefit payments to
participants in unfunded plans. During 2023, we expect to contribute between $500 million and $600 million of cash to our
In 2022,
global fundedwe contributed
pension plans.$567
We million to ourtoglobal
also expect makefunded pension
about $400 plans
million of and made
benefit $379 million
payments of benefitin
to participants payments
unfundedto
participants in unfunded plans. During 2023, we expect to contribute between $500 million and $600 million
plans. Based on current assumptions and regulations, we do not expect to have a legal requirement to fund our major of cash to our
global funded pension plans.
U.S. pension plans in 2023. We also expect to make about $400 million of benefit payments to participants in unfunded
plans. Based on current assumptions and regulations, we do not expect to have a legal requirement to fund our major
U.S. pension
Expected plansBenefit
Future in 2023.Payments

Expected Future Benefit


The expected Payments
future benefit payments at December 31, 2022 were as follows (in millions):
Benefit Payments
The expected future benefit payments at December 31, 2022 were as follows (in millions):
Pension
Benefit Payments
Non-U.S. Worldwide
U.S. PlansPension Plans OPEB
2023 $ 3,805 $ 1,300
Non-U.S. $ Worldwide335
U.S. Plans Plans OPEB
2024 2,595 1,225 335
2023 $ 3,805 $ 1,300 $ 335
2025 2,605 1,245 335
2024 2,595 1,225 335
2026 2,570 1,255 330
2025 2,605 1,245 335
2027 2,530 1,275 330
2026 2,570 1,255 330
2028-2032 12,445 6,485 1,595
2027 2,530 1,275 330
2028-2032 12,445 6,485 1,595
Pension Plan Asset Information

Pension Plan Asset


Investment Information
Objectives and Strategies. Our investment objectives for the U.S. plans are to minimize the volatility of
the value of our U.S. pension assets relative to U.S. pension obligations and to ensure assets are sufficient to pay plan
Investment
benefits. Objectives
Our largest and plans
non-U.S. Strategies. Our investment
(e.g., United Kingdom objectives
and Canada) for the
haveU.S. plans
similar are to minimize
investment the volatility
objectives of
to the U.S.
the value
plans. of our U.S. pension assets relative to U.S. pension obligations and to ensure assets are sufficient to pay plan
benefits. Our largest non-U.S. plans (e.g., United Kingdom and Canada) have similar investment objectives to the U.S.
plans.
Investment strategies and policies for the U.S. plans and the largest non-U.S. plans reflect a balance of risk-reducing
and return-seeking considerations. The objective of minimizing the volatility of assets relative to obligations is addressed
Investment
primarily throughstrategies and policies
asset-liability matching, for asset
the U.S. plans and the
diversification, andlargest non-U.S.
hedging. plansincome
The fixed reflect asset
a balance of risk-reducing
allocation matches
and return-seeking considerations. The objective of minimizing the volatility of assets relative to
the bond-like and long-dated nature of the pension obligations. Assets are broadly diversified within asset classesobligations is addressed
to
primarily through asset-liability
achieve risk-adjusted matching,
returns that, in total,asset
lowerdiversification,
asset volatilityand hedging.
relative to theThe fixed income
obligations. asset allocation
Strategies to addressmatches
the goal
the bond-like
of ensuring and long-dated
sufficient assets tonature of the pension
pay benefits include obligations. Assets
target allocations toare broadly
a broad diversified
array of assetwithin asset
classes, andclasses to
strategies
achieve risk-adjusted returns that, in total, lower asset volatility relative
within asset classes that provide adequate returns, diversification, and liquidity. to the obligations. Strategies to address the goal
of ensuring sufficient assets to pay benefits include target allocations to a broad array of asset classes, and strategies
within asset classes that provide adequate returns, diversification, and liquidity.

150

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 17. RETIREMENT BENEFITS NOTES
(Continued)
TO THE FINANCIAL STATEMENTS
NOTE 17. RETIREMENT
Derivatives BENEFITS
are permitted for fixed (Continued)
income investment and public equity managers to use as efficient substitutes for
traditional securities and to manage exposure to interest rate and foreign exchange risks. Interest rate and foreign
Derivatives
currency are instruments
derivative permitted forarefixed income
used for theinvestment
purpose ofand public changes
hedging equity managers
in the fairtovalue
use as efficientthat
of assets substitutes for
result from
traditional securities
interest rate changesandandtocurrency
managefluctuations.
exposure to Interest
interest rate
rate and foreign are
derivatives exchange risks.
also used Interest
to adjust rate and
portfolio foreign
duration.
currency derivative
Derivatives may notinstruments are used or
be used to leverage fortothe purpose
alter of hedging
the economic changes
exposure to in
anthe fairclass
asset valueoutside
of assetsthethat result
scope from
of the
interest rate changes and currency fluctuations. Interest rate derivatives are also used to adjust
mandate an investment manager has been given. Alternative investment managers are permitted to employ leverage portfolio duration.
Derivatives may not
(including through beuse
the used
of to leverage or
derivatives or other
to alter the economic
tools) exposure
that may alter to anexposure.
economic asset class outside the scope of the
mandate an investment manager has been given. Alternative investment managers are permitted to employ leverage
(including through
Alternative the use ofexecute
investments derivatives or other
diverse tools) that
strategies that provide
may alter economic
exposure to exposure.
a broad range of hedge fund strategies,
equity investments in private companies, and investments in private property funds.
Alternative investments execute diverse strategies that provide exposure to a broad range of hedge fund strategies,
equity investments
Significant in private companies,
Concentrations and investments
of Risk. Significant in private
concentrations of property funds.
risk in our plan assets relate to interest rates, growth
assets, and operating risks. In order to minimize asset volatility relative to the obligations, the majority of plan assets are
Significant
allocated Concentrations
to fixed Significant
of Risk.which
income investments concentrations
are exposed to interestof rate
risk risk.
in ourRate
plan increases
assets relate to interest
generally rates,ingrowth
will result a
assets, and operating risks. In order to minimize asset volatility relative to the obligations, the majority
decline in the value of fixed income assets, while reducing the present value of the obligations. Conversely, rate of plan assets are
allocated
decreasestogenerally
fixed income investments
will increase whichofare
the value exposed
fixed incometoassets,
interestoffsetting
rate risk. the
Rate increases
related generally
increase will result in a
in the obligations.
decline in the value of fixed income assets, while reducing the present value of the obligations. Conversely, rate
decreases
In ordergenerally
to ensurewill increase
assets the value to
are sufficient of pay
fixedbenefits,
income aassets,
portionoffsetting the related
of plan assets increase
is allocated to in the obligations.
growth assets (primarily
hedge funds, real estate, private equity, and public equity) that are expected over time to earn higher returns with more
In order
volatility thantofixed
ensure assets
income are sufficient
investments, to pay
which morebenefits,
closelyamatch
portionpension
of plan obligations.
assets is allocated to growth
Within growth assets
assets, (primarily
risk is
hedge
mitigated by constructing a portfolio that is broadly diversified by asset class, investment strategy, manager, style, more
funds, real estate, private equity, and public equity) that are expected over time to earn higher returns with and
volatility
process. than fixed income investments, which more closely match pension obligations. Within growth assets, risk is
mitigated by constructing a portfolio that is broadly diversified by asset class, investment strategy, manager, style, and
process.
Operating risks include the risks of inadequate diversification and weak controls. To mitigate these risks, investments
are diversified across and within asset classes in support of investment objectives. Policies and practices to address
Operating
operating risksrisks include
include the risks
ongoing of inadequate
manager oversight diversification and weakteam
(e.g., style adherence, controls. To mitigate
strength, these
firm health, risks,
and investments
internal risk
are diversified
controls), plan across andclass
and asset within asset classes
investment in support
guidelines and of investment
instructions objectives.
that Policies and
are communicated practices toand
to managers, address
periodic
operating risks
compliance include
reviews ongoingadherence.
to ensure manager oversight (e.g., style adherence, team strength, firm health, and internal risk
controls), plan and asset class investment guidelines and instructions that are communicated to managers, and periodic
compliance reviews
At year-end to Ford
2022, ensure adherence.
securities comprised less than 1% of our plan assets.

At year-end
Expected 2022, Ford
Long-Term securities
Rate comprised
of Return lessThe
on Assets. thanlong-term
1% of ourreturn
plan assets.
assumption at year-end 2022, which will be
used to determine the 2023 expected return on assets, is 6.25% for the U.S. plans, 3.75% for the U.K. plans, and 5.03%
Expected
for the CanadianLong-Term Rate
plans, and of Return
averages on Assets.
4.13% The long-term
for all non-U.S. plans. return assumption
A generally at year-end
consistent approach2022, which
is used will be to
worldwide
used to determine the 2023 expected return on assets, is 6.25% for the U.S. plans, 3.75% for the U.K. plans,
develop this assumption. This approach considers primarily inputs from a range of advisors for long-term capital market and 5.03%
for the Canadian plans, and averages 4.13% for all non-U.S. plans. A generally consistent approach
returns, inflation, bond yields, and other variables, adjusted for specific aspects of our investment strategy by is used worldwide to
develop this assumption. This approach considers primarily inputs from a range of advisors for long-term
plan. Historical returns also are considered where appropriate. The assumption is based on consideration of all inputs,capital market
returns, inflation,
with a focus bond yields,
on long-term andtoother
trends avoidvariables,
short-termadjusted
market for specific aspects of our investment strategy by
influences.
plan. Historical returns also are considered where appropriate. The assumption is based on consideration of all inputs,
with a focus on long-term trends to avoid short-term market influences.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 17. RETIREMENT BENEFITS NOTES
(Continued)
TO THE FINANCIAL STATEMENTS
NOTE
The17.
fairRETIREMENT BENEFITS
value of our defined (Continued)
benefit pension plan assets (including dividends and interest receivables of $310 million
and $96 million for U.S. and non-U.S. plans, respectively) by asset category at December 31 was as follows (in millions):
The fair value of our defined benefit pension plan assets (including dividends and interest receivables of $310 million
2021
and $96 million for U.S. and non-U.S. plans, respectively) by asset category at December 31 was as follows (in millions):
U.S. Plans Non-U.S. Plans
2021
Assets Assets
U.S. Plans measured Non-U.S. Plans
measured
Level 1 Level 2 Level 3 at NAV (a) Total Level 1 Level 2 Level 3 at NAV (a) Total
Assets Assets
Asset Category measured measured
Level 1 Level 2 Level 3 at NAV (a) Total Level 1 Level 2 Level 3 at NAV (a) Total
Equity
Asset Category
U.S. companies $ 1,396 $ 20 $ — $ — $ 1,416 $ 1,862 $ 48 $ — $ — $ 1,910
Equity
International companies 740 8 8 — 756 1,254 59 — — 1,313
U.S. companies $ 1,396 $ 20 $ — $ — $ 1,416 $ 1,862 $ 48 $ — $ — $ 1,910
Total equity 2,136 28 8 — 2,172 3,116 107 — — 3,223
International companies 740 8 8 — 756 1,254 59 — — 1,313
Fixed Income
Total equity 2,136 28 8 — 2,172 3,116 107 — — 3,223
U.S. government and
Fixed Income
agencies 9,660 1,687 — — 11,347 47 13 — — 60
Non-U.S. government
U.S. government and — 1,230 12 — 1,242 — 20,338 123 — 20,461
agencies 9,660 1,687 — — 11,347 47 13 — — 60
Corporate bonds — 25,842 — — 25,842 — 2,901 70 — 2,971
Non-U.S. government — 1,230 12 — 1,242 — 20,338 123 — 20,461
Mortgage/other asset-
Corporate
backed bonds — 25,842
464 — — 25,842
464 — 2,901
338 70
15 — 2,971
353
Commingled
Mortgage/otherfunds
asset- — 164 — — 164 — 185 — — 185
backed — 464 — — 464 — 338 15 — 353
Derivative financial
Commingled
instruments,funds
net —
1 164
(19) — — 164
(18) —
(1) 185
23 —
28 — 185
50
Total fixedfinancial
Derivative income 9,661 29,368 12 — 39,041 46 23,798 236 — 24,080
instruments, net 1 (19) — — (18) (1) 23 28 — 50
Alternatives
Total fixed income 9,661 29,368 12 — 39,041 46 23,798 236 — 24,080
Hedge funds — — — 3,390 3,390 — — — 1,221 1,221
Alternatives
Private equity 1 — — 1,976 1,977 — — — 756 756
Hedge funds — — — 3,390 3,390 — — — 1,221 1,221
Real estate — — — 1,323 1,323 — — — 386 386
Private equity 1 — — 1,976 1,977 — — — 756 756
Total alternatives 1 — — 6,689 6,690 — — — 2,363 2,363
Realcash
Cash, estateequivalents, — — — 1,323 1,323 — — — 386 386
and repurchase
Total alternatives 1 — — 6,689 6,690 — — — 2,363 2,363
agreements (b) (1,220) — — — (1,220) (1,899) — — — (1,899)
Cash, cash equivalents,
Other (c)
and repurchase (774) — — — (774) (466) — 5,784 — 5,318
agreements (b) (1,220) — — — (1,220) (1,899) — — — (1,899)
Total assets at fair
Other (c)
value $ (774) $ 29,396
9,804 — $ —
20 $ —
6,689 (774) $
$ 45,909 (466) —
797 $ 23,905 $ 5,784
6,020 $ —
2,363 5,318
$ 33,085
Total assets at fair
__________
value assets that are measured
(a) Certain $ 9,804 at $fair29,396 $ the20
value using NAV$per share
6,689(or$its45,909 $ practical
equivalent) 797 expedient
$ 23,905 have
$ not
6,020been $classified
2,363in the
$ 33,085
fair
value
__________ hierarchy.
(b)
(a) Primarily short-term
Certain assets investment
that are measured funds to value
at fair provide liquidity
using to plan
the NAV perinvestment managers,
share (or its cash
equivalent) held toexpedient
practical pay benefits,
haveand
not repurchase agreements
been classified in the fair
valued at $2.9 billion in U.S. plans and $2.6 billion in non-U.S. plans.
value hierarchy.
(c) Primarily
(b) For U.S. plans, amounts
short-term relatedfunds
investment to nettopending
providesecurity
liquidity(purchases)/sales
to plan investmentand net pending
managers, cashforeign
held tocurrency purchases/(sales).
pay benefits, and repurchase For non-U.S plans,
agreements
$4.7 billion
valued of insurance
at $2.9 contracts,
billion in U.S. primarily
plans and $2.6 Ford-Werke, and amounts
billion in non-U.S. plans. related to net pending security (purchases)/sales and net pending foreign
(c) currency purchases/(sales).
For U.S. plans, amounts related to net pending security (purchases)/sales and net pending foreign currency purchases/(sales). For non-U.S plans,
$4.7 billion of insurance contracts, primarily Ford-Werke, and amounts related to net pending security (purchases)/sales and net pending foreign
currency purchases/(sales).

152

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 17. RETIREMENT BENEFITS NOTES
(Continued)
TO THE FINANCIAL STATEMENTS
NOTE
The17.
fairRETIREMENT BENEFITS
value of our defined (Continued)
benefit pension plan assets (including dividends and interest receivables of $268 million
and $74 million for U.S. and non-U.S. plans, respectively) by asset category at December 31 was as follows (in millions):
The fair value of our defined benefit pension plan assets (including dividends and interest receivables of $268 million
2022
and $74 million for U.S. and non-U.S. plans, respectively) by asset category at December 31 was as follows (in millions):
U.S. Plans Non-U.S. Plans
2022
Assets Assets
U.S. Plans measured Non-U.S. Plans
measured
Level 1 Level 2 Level 3 at NAV (a) Total Level 1 Level 2 Level 3 at NAV (a) Total
Assets Assets
Asset Category measured measured
Level 1 Level 2 Level 3 at NAV (a) Total Level 1 Level 2 Level 3 at NAV (a) Total
Equity
Asset Category
U.S. companies $ 412 $ 2 $ — $ — $ 414 $ 1,426 $ 33 $ — $ — $ 1,459
Equity
International companies 269 6 8 — 283 989 13 — — 1,002
U.S. companies $ 412 $ 2 $ — $ — $ 414 $ 1,426 $ 33 $ — $ — $ 1,459
Total equity 681 8 8 — 697 2,415 46 — — 2,461
International companies 269 6 8 — 283 989 13 — — 1,002
Fixed Income
Total equity 681 8 8 — 697 2,415 46 — — 2,461
U.S. government and
Fixed Income
agencies 7,380 1,509 — — 8,889 36 35 — — 71
Non-U.S. government
U.S. government and — 640 — — 640 — 12,256 231 — 12,487
agencies 7,380 1,509 — — 8,889 36 35 — — 71
Corporate bonds — 17,774 1 — 17,775 — 2,059 124 — 2,183
Non-U.S. government — 640 — — 640 — 12,256 231 — 12,487
Mortgage/other asset-
Corporate
backed bonds — 17,774
422 1
— — 17,775
422 — 2,059
265 124
10 — 2,183
275
Commingled
Mortgage/otherfunds
asset- — 104 — — 104 — 170 — — 170
backed — 422 — — 422 — 265 10 — 275
Derivative financial
Commingled
instruments,funds
net —
(2) 104
19 — — 104
17 —
2 170
(74) —
77 — 170
5
Total fixedfinancial
Derivative income 7,378 20,468 1 — 27,847 38 14,711 442 — 15,191
instruments, net (2) 19 — — 17 2 (74) 77 — 5
Alternatives
Total fixed income 7,378 20,468 1 — 27,847 38 14,711 442 — 15,191
Hedge funds — — — 3,342 3,342 — — — 1,009 1,009
Alternatives
Private equity — — — 1,411 1,411 — — — 584 584
Hedge funds — — — 3,342 3,342 — — — 1,009 1,009
Real estate — — — 1,553 1,553 — — — 405 405
Private equity — — — 1,411 1,411 — — — 584 584
Total alternatives — — — 6,306 6,306 — — — 1,998 1,998
Real estate — — — 1,553 1,553 — — — 405 405
Cash, cash equivalents,
Total
and alternatives
repurchase — — — 6,306 6,306 — — — 1,998 1,998
agreements (b) (1,135) — — — (1,135) (1,363) — — — (1,363)
Cash, cash equivalents,
Other (c)
and repurchase (793) — — — (793) (310) — 3,367 — 3,057
agreements (b) (1,135) — — — (1,135) (1,363) — — — (1,363)
Total assets at fair
Other (c)
value $ (793) $ 20,476
6,131 — $ —
9 $ —
6,306 (793) $
$ 32,922 (310) —
780 $ 14,757 $ 3,367
3,809 $ —
1,998 3,057
$ 21,344
Total assets at fair
__________
value assets that are measured
(a) Certain $ 6,131 at $fair20,476 $ the NAV
value using 9 $per share
6,306(or$its32,922 $ practical
equivalent) 780 expedient
$ 14,757 have
$ not
3,809been $classified
1,998in the
$ 21,344
fair
value hierarchy.
__________
(b)
(a) Primarily short-term
Certain assets investment
that are measured funds to value
at fair provide liquidity
using to plan
the NAV perinvestment managers,
share (or its cash
equivalent) held toexpedient
practical pay benefits,
haveand
not repurchase agreements
been classified in the fair
valued at $2.6 billion in U.S. plans and $2.1 billion in non-U.S. plans.
value hierarchy.
(c) Primarily
(b) For U.S. plans, amounts
short-term relatedfunds
investment to nettopending
providesecurity
liquidity(purchases)/sales
to plan investmentand net pending
managers, cashforeign
held tocurrency purchases/(sales).
pay benefits, and repurchase For non-U.S plans,
agreements
$2.5 billion
valued of insurance
at $2.6 contracts,
billion in U.S. primarily
plans and $2.1 Ford-Werke, and amounts
billion in non-U.S. plans. related to net pending security (purchases)/sales and net pending foreign
(c) currency purchases/(sales).
For U.S. plans, amounts related to net pending security (purchases)/sales and net pending foreign currency purchases/(sales). For non-U.S plans,
$2.5 billion of insurance contracts, primarily Ford-Werke, and amounts related to net pending security (purchases)/sales and net pending foreign
currency purchases/(sales).

153

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 17. RETIREMENT BENEFITS NOTES
(Continued)
TO THE FINANCIAL STATEMENTS
NOTEThe17. RETIREMENT
following BENEFITS
table summarizes the(Continued)
changes in Level 3 defined benefit pension plan assets measured at fair value on
a recurring basis for the years ended December 31 (in millions):
The following table summarizes the changes in Level 3 defined benefit pension
2021 plan assets measured at fair value on
a recurring basis for the years ended December 31 (in millions):
Return on plan assets
Attributable 2021
Fair toReturn
Assetson plan assets
Attributable Fair
Value Held to Net Transfers Value
at Attributable
at Assets Purchases/ Into/ (Out of) at
Fair 1
January to Assets31
December Attributable
Sold (Settlements) Level 3 Fair 31
December
Value Held to Net Transfers Value
U.S. Plans $ at 16 $ at (2) $ Assets — $ Purchases/ 5 $Into/ (Out of)1 $ at 20
Non-U.S. Plans (a) January 1
6,006 December(943)31 Sold 153 (Settlements)687 Level 3117 December 31
6,020
U.S. Plans $ 16 $ (2) $ — $ 5 $ 1 $ 20
Non-U.S. Plans (a) 6,006 (943) 1532022 687 117 6,020
Return on plan assets
Attributable 2022
Fair to Return
Assets on plan assets
Attributable Fair
Value Held to Net Transfers Value
at Attributable
at Assets Purchases/ Into/ (Out of) at
Fair 1
January to Assets31
December Attributable
Sold (Settlements) Level 3 Fair 31
December
Value Held to Net Transfers Value
U.S. Plans $ at 20 $ at — $ Assets (4) $ Purchases/(8) $Into/ (Out of)1 $ at 9
Non-U.S. Plans (a) January 1
6,020 December 31
(1,732) Sold 26 (Settlements) (722) Level 3217 December 31
3,809
U.S. Plans $ 20 $ — $ (4) $ (8) $ 1 $ 9
__________
Non-U.S. Plans (a) 6,020 (1,732) 26 (722) 217 3,809
(a) Includes insurance contracts, primarily the Ford-Werke plan, valued at $4.7 billion and $2.5 billion at year-end 2021 and 2022, respectively. In the
fourth quarter of 2022, we transferred a non-U.S. pension obligation and related plan assets to an insurance company. There were no gains or
__________
(a) losses recognized
Includes insuranceupon settlement.
contracts, primarily the Ford-Werke plan, valued at $4.7 billion and $2.5 billion at year-end 2021 and 2022, respectively. In the
fourth quarter of 2022, we transferred a non-U.S. pension obligation and related plan assets to an insurance company. There were no gains or
NOTE losses
18.recognized
LEASE upon settlement.
COMMITMENTS

NOTEWe18. LEASE
lease land, COMMITMENTS
dealership facilities, offices, distribution centers, warehouses, and equipment under agreements with
contractual periods ranging from less than one year to 40 years. Many of our leases contain one or more options to
We lease
extend. land,dealership
In certain dealershiplease
facilities, offices, distribution
agreements, we are thecenters, warehouses,
tenant and we sublease andtheequipment under agreements
site to a dealer. In the eventwith
the
contractual periods ranging from less than one year to 40 years. Many of our leases contain one or
sublease is terminated, we have the option to terminate the head lease. We include options that we are reasonably more options to
extend.
certain toInexercise
certain dealership lease agreements,
in our evaluation we are
of the lease term theconsidering
after tenant and all
werelevant
sublease the site to
economic anda dealer.
financialInfactors.
the event the
sublease is terminated, we have the option to terminate the head lease. We include options that we are reasonably
certain to exercise
Leases that areineconomically
our evaluation of thetolease
similar term afterofconsidering
the purchase allclassified
an asset are relevant economic
as financeand financial
leases. The factors.
leased (“right-
of-use”) assets in finance lease arrangements are reported in Net property on our consolidated balance sheets.
Leasesthe
Otherwise, thatleases
are economically
are classifiedsimilar to the purchase
as operating leases andof an asset are
reported classified
in Other as in
assets finance leases. The
the non-current leased
assets (“right-
section of
of-use”) assets in finance lease arrangements are reported in Net property on our consolidated
our consolidated balance sheets. We have also entered into manufacturing contracts commencing in a future period balance sheets.
Otherwise,
where Ford’s theportion
leasesofaretheclassified
output is as operating
expected leases
to be and reported
significant. in Other
As a result, mayinbethe
assets
there non-current
embedded assets
leases, andsection
relatedof
our consolidated balance sheets. We have also entered into manufacturing contracts commencing
liabilities, that will be reported as part of our financial statements, typically upon commencement of production. in a future period
where Ford’s portion of the output is expected to be significant. As a result, there may be embedded leases, and related
liabilities,
For the that will beof
majority reported as part
our leases, we of
doour
notfinancial
separatestatements, typically
the non-lease upon commencement
components of production.
(e.g., maintenance and operating
services) from the lease components to which they relate. Instead, non-lease components are included in the
For the majority
measurement of the of our liabilities.
lease leases, weHowever,
do not separate the non-lease
we do separate leasecomponents (e.g.,
and non-lease maintenance
components and operating
for contracts containing
services) from the lease components to which they relate. Instead, non-lease components are
a significant service component (e.g., energy performance contracts). We calculate the initial lease liabilityincluded in the
as the present
measurement of the lease
value of fixed payments notliabilities.
yet paid andHowever, wepayments
variable do separate
thatlease and non-lease
are based components
on a market rate or anfor contracts
index containing
(e.g., CPI),
a significant service component (e.g., energy performance contracts). We calculate the initial lease
measured at commencement. The majority of our leases are discounted using our incremental borrowing rate because liability as the present
value of fixed payments not yet paid and variable payments that are based on a market rate or an
the rate implicit in the lease is not readily determinable. All other variable payments are expensed as incurred.index (e.g., CPI),
measured at commencement. The majority of our leases are discounted using our incremental borrowing rate because
the rate implicit in the lease is not readily determinable. All other variable payments are expensed as incurred.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 18. LEASE COMMITMENTS (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 18. right-of-use
Lease LEASE COMMITMENTS (Continued)
assets and liabilities at December 31 were as follows (in millions):
2021 2022
Lease right-of-use assets and liabilities at December 31 were as follows (in millions):
Operating leases
2021 2022
Other assets, non-current $ 1,337 $ 1,447
Operating leases
Other assets, non-current $ 1,337 $ 1,447
Other liabilities and deferred revenue, current $ 345 $ 404
Other liabilities and deferred revenue, non-current 1,048 1,101
Other liabilities and deferred revenue, current $ 345 $ 404
Total operating lease liabilities $ 1,393 $ 1,505
Other liabilities and deferred revenue, non-current 1,048 1,101
Total operating lease liabilities $ 1,393 $ 1,505
Finance leases
Property and equipment, gross $ 715 $ 791
Finance leases
Accumulated depreciation (68) (109)
Property and equipment, gross $ 715 $ 791
Property and equipment, net $ 647 $ 682
Accumulated depreciation (68) (109)
Property and equipment, net $ 647 $ 682
Company excluding Ford Credit debt payable within one year $ 76 $ 86
Company excluding Ford Credit long-term debt 489 488
Company excluding Ford Credit debt payable within one year $ 76 $ 86
Total finance lease liabilities $ 565 $ 574
Company excluding Ford Credit long-term debt 489 488
Total finance lease liabilities $ 565 $ 574
The amounts contractually due on our lease liabilities as of December 31, 2022 were as follows (in millions):
Operating Finance
The amounts contractually due on our lease liabilities as of December 31, 2022 were as follows (in(a)millions):Leases
Leases
2023 $ Operating452 $ Finance 107
Leases (a) Leases
2024 350 91
2023 $ 452 $ 107
2025 253 68
2024 350 91
2026 176 62
2025 253 68
2027 134 37
2026 176 62
Thereafter 309 348
2027 134 37
Total 1,674 713
Thereafter 309 348
Less: Present value discount 169 139
Total 1,674 713
Total lease liabilities $ 1,505 $ 574
Less: Present value discount 169 139
__________
(a) Total lease approximately
Excludes liabilities $
$300 million in future lease payments for various leases commencing in a future period. 1,505 $ 574
__________
(a) Excludes approximately $300 million in future lease payments for various leases commencing in a future period.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 18. LEASE COMMITMENTS (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 18. LEASEcash
Supplemental COMMITMENTS (Continued)
flow information related to leases for the years ended December 31 was as follows (in millions):
2020 2021 2022
Supplemental cash flow information related to leases for the years ended December 31 was as follows (in millions):
Cash paid for amounts included in the measurement of lease liabilities
2020 2021 2022
Operating cash flows from operating leases $ 434 $ 424 $ 459
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases 15 14 22
Operating cash flows from operating leases $ 434 $ 424 $ 459
Financing cash flows from finance leases 105 52 83
Operating cash flows from finance leases 15 14 22
Right-of-use assets obtained in exchange for lease liabilities
Financing cash flows from finance leases 105 52 83
Operating leases $ 304 $ 441 $ 528
Right-of-use assets obtained in exchange for lease liabilities
Finance leases 306 192 95
Operating leases $ 304 $ 441 $ 528
Finance leases 306 192 95
The components of lease expense for the years ended December 31 were as follows (in millions):
2020 2021 2022
The components of lease expense for the years ended December 31 were as follows (in millions):
Operating lease expense $ 463 $ 444 $ 463
2020 2021 2022
Variable lease expense 57 49 62
Operating lease expense $ 463 $ 444 $ 463
Sublease income (14) (16) (15)
Variable lease expense 57 49 62
Finance lease expense
Sublease income (14) (16) (15)
Amortization of right-of-use assets 27 34 60
Finance lease expense
Interest on lease liabilities 15 14 22
Amortization of right-of-use assets 27 34 60
Total lease expense $ 548 $ 525 $ 592
Interest on lease liabilities 15 14 22
Total lease expense $ 548 $ 525 $ 592
The weighted-average remaining lease term and weighted-average discount rate at December 31 were as follows:
2020 2021 2022
The weighted-average remaining lease term and weighted-average discount rate at December 31 were as follows:
Weighted-average remaining lease term (in years)
2020 2021 2022
Operating leases 6.3 6.0 5.5
Weighted-average remaining lease term (in years)
Finance leases 14.8 12.1 12.2
Operating leases 6.3 6.0 5.5
Weighted-average discount rate
Finance leases 14.8 12.1 12.2
Operating leases 3.8 % 3.3 % 3.7 %
Weighted-average discount rate
Finance leases 3.5 3.3 3.9
Operating leases 3.8 % 3.3 % 3.7 %
Finance leases 3.5 3.3 3.9
NOTE 19. DEBT AND COMMITMENTS

NOTE Our19. DEBT


debt ANDofCOMMITMENTS
consists short-term and long-term secured and unsecured debt securities, and secured and unsecured
borrowings from banks and other lenders. Debt issuances are placed directly by us or through securities dealers or
Our debt and
underwriters consists of short-term
are held and long-term
by institutional and retailsecured andInunsecured
investors. debtCredit
addition, Ford securities, and secured
sponsors and unsecured
securitization programs
borrowings
that providefrom banks and
short-term and long-term
other lenders. Debt issuances
asset-backed arethrough
financing placed institutional
directly by us or through
investors securities
in the U.S. anddealers or
international
underwriters
capital and are held by institutional and retail investors. In addition, Ford Credit sponsors securitization programs
markets.
that provide short-term and long-term asset-backed financing through institutional investors in the U.S. and international
capital markets.
Debt is reported on our consolidated balance sheets at par value adjusted for unamortized discount or premium,
unamortized issuance costs, and adjustments related to designated fair value hedging (see Note 20). Discounts,
Debt is and
premiums, reported
costson our consolidated
directly balance
related to the issuancesheets at par
of debt arevalue adjusted
capitalized andfor unamortized
amortized over discount
the life oforthe
premium,
debt or to
unamortized issuance costs, and adjustments related to designated fair value hedging (see Note 20).
the put date and are recorded in interest expense using the effective interest method. Gains and losses on theDiscounts,
premiums, and costs
extinguishment directly
of debt related to
are recorded the issuance
in Other of debt are
income/(loss), net. capitalized and amortized over the life of the debt or to
the put date and are recorded in interest expense using the effective interest method. Gains and losses on the
extinguishment of debt are recorded in Other income/(loss), net.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 19. DEBT AND COMMITMENTS (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE The19. DEBTvalue
carrying AND of
COMMITMENTS (Continued)
Company debt excluding Ford Credit and Ford Credit debt at December 31 was as follows (in
millions):
The carrying value of Company debt excluding Ford Credit and Ford Credit debt at December 31 was as follows (in
Interest Rates
millions): Average Contractual Average Effective (a)
Company excluding Ford Credit 2021 2022 2021 Interest Rates
2022 2021 2022
Debt payable within one year Average Contractual Average Effective (a)
Company excluding Ford Credit
Short-term $ 2021 286 $ 2022 359 2021
0.4 % 2022
2.8 % 2021
0.4 % 2022
2.8 %
Debt payable
Long-term within
payable oneone
within yearyear
Short-term
Public unsecured debt securities $ 286
86 $ 359
— 0.4 % 2.8 % 0.4 % 2.8 %
Long-term payable within one year
U.S. Department of Energy Advanced Technology
Public unsecured
Vehicles debt securities
Manufacturing (“DOE ATVM”) Incentive 86 —
Program 953 —
U.S. Department of Energy Advanced Technology
Delayed
Vehicles draw term loan (“DOE ATVM”) Incentive
Manufacturing 1,500 —
Program
Other debt 953
348 —
372
Delayed draw(discount)/premium
Unamortized term loan 1,5002 —
(1)
Other
Total debt
debt payable within one year 348
3,175 372
730
Unamortized
Long-term debt(discount)/premium
payable after one year 2 (1)
Total
Public debt payable
unsecured debtwithin one year
securities 3,175
13,643 730
14,935
Long-term debt
Convertible notespayable after one year 2,300 2,300
Public
U.K. unsecured
Export Financedebt securities
Program 13,643
843 14,935
1,654
Convertible
Other debt notes 2,300
768 2,300
682
U.K. Export Finance Program
Unamortized (discount)/premium 843
(188) 1,654
(180)
Other debt issuance costs
Unamortized 768
(166) 682
(191)
Unamortized (discount)/premium
Total long-term debt payable after one year (188)
17,200 (180)
19,200 4.4 % (b) 4.9 % (b) 4.6 % (b) 5.1 % (b)
Unamortized issuance
Total Company costs Ford Credit
excluding $ (166) $
20,375 (191)
19,930
Total long-term debt payable after one year 17,200 19,200 4.4 % (b) 4.9 % (b) 4.6 % (b) 5.1 % (b)
Fair value of Company debt excluding Ford Credit (c) $ 24,044 $ 18,557
Total Company excluding Ford Credit $ 20,375 $ 19,930
Ford Credit
Fair value of Company debt excluding Ford Credit (c) $ 24,044 $ 18,557
Debt payable within one year
Ford Credit
Short-term $ 14,810 $ 19,624 1.2 % 3.8 % 1.3 % 3.8 %
Debt payable
Long-term within
payable oneone
within yearyear
Short-term
Unsecured debt $ 14,810 $
13,660 19,624
7,980 1.2 % 3.8 % 1.3 % 3.8 %
Long-term payable
Asset-backed debt within one year 18,049 21,839
Unsecured debt
Unamortized (discount)/premium 13,660
1 7,980

Asset-backedissuance
Unamortized debt costs 18,049
(13) 21,839
(13)
Unamortized
Fair (discount)/premium
value adjustments (d) 1
10 —4
Unamortized issuance
Total debt payable costs
within one year (13)
46,517 (13)
49,434
Fair valuedebt
Long-term adjustments
payable(d) after one year 10 4
Total debt
Unsecured payable within one year
debt 46,517
44,337 49,434
39,620
Long-term debt
Asset-backed debtpayable after one year 26,654 31,840
Unsecured debt
Unamortized (discount)/premium 44,337
28 39,620
23
Asset-backedissuance
Unamortized debt costs 26,654
(199) 31,840
(184)
Unamortized
Fair (discount)/premium
value adjustments (d) 28
380 23
(1,694)
Unamortized issuance
Total long-term costs after one year
debt payable (199)
71,200 (184)
69,605 2.6 % (b) 3.6 % (b) 2.6 % (b) 3.6 % (b)
FairTotal
value adjustments
Ford Credit (d) $ 380 $
117,717 (1,694)
119,039
Total long-term debt payable after one year 71,200 69,605 2.6 % (b) 3.6 % (b) 2.6 % (b) 3.6 % (b)
Fair value of Ford Credit debt (c) $ 120,204 $ 117,214
Total Ford Credit $ 117,717 $ 119,039
__________
Fair Average
(a) value of Ford Credit
effective debt
rates (c) the average contractual
reflect $ interest
120,204 $ amortization
rate plus 117,214 of discounts, premiums, and issuance costs.
(b) Includes interest on long-term debt payable within one year and after one year.
__________
(c)
(a) At December
Average 31, 2021
effective rates and 2022,
reflect the the fair value
average of debt interest
contractual includesrate
$209 million
plus and $359ofmillion
amortization of Company
discounts, excluding
premiums, Ford Credit
and issuance costs.short-term debt
(b) and $14.1interest
Includes billion and $16.9 billion
on long-term debtofpayable
Ford Credit
withinshort-term
one year debt, respectively,
and after one year.carried at cost, which approximates fair value. All other debt is
(c) categorized
At Decemberwithin Leveland
31, 2021 2 of2022,
the fair
thevalue hierarchy.
fair value of debt includes $209 million and $359 million of Company excluding Ford Credit short-term debt
(d) These adjustments
and $14.1 billion andare related
$16.9 to hedging
billion activityshort-term
of Ford Credit and include discontinued
debt, hedging
respectively, carriedrelationship adjustments
at cost, which of $257
approximates fairmillion
value. and $31 million
All other debt isat
December
categorized31, 2021
within and 2
Level 2022,
of therespectively. The carrying value of hedged debt was $37.5 billion and $33.3 billion at December 31, 2021 and 2022,
fair value hierarchy.
(d) respectively.
These adjustments are related to hedging activity and include discontinued hedging relationship adjustments of $257 million and $31 million at
December 31, 2021 and 2022, respectively. The carrying value of hedged debt was $37.5 billion and $33.3 billion at December 31, 2021 and 2022,
respectively.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 19. DEBT AND COMMITMENTS (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 19.paid
Cash DEBT
for AND COMMITMENTS
interest was $1.4 billion,(Continued)
$1.9 billion, and $1.2 billion in 2020, 2021, and 2022, respectively, on
Company excluding Ford Credit debt. Cash paid for interest was $3.4 billion, $2.8 billion, and $3.2 billion in 2020, 2021,
and Cash
2022,paid for interest
respectively, onwas
Ford$1.4 billion,
Credit debt.$1.9 billion, and $1.2 billion in 2020, 2021, and 2022, respectively, on
Company excluding Ford Credit debt. Cash paid for interest was $3.4 billion, $2.8 billion, and $3.2 billion in 2020, 2021,
and 2022, respectively, on Ford Credit debt.
Maturities

Maturities
Debt maturities at December 31, 2022 were as follows (in millions):
Total Debt
Debt maturities at December 31,
20232022 were
2024as follows (in millions):
2025 2026 2027 Thereafter Adjustments Maturities
Company excluding Ford Credit Total Debt
2023 2024 2025 2026 2027 Thereafter Adjustments Maturities
Public unsecured debt securities $ — $ — $ 176 $ 3,972 $ — $ 13,087 $ (258) $ 16,977
Company excluding Ford Credit
Short-term and other debt 731 95 820 65 939 417 (114) 2,953
Public unsecured debt securities $ — $ — $ 176 $ 3,972 $ — $ 13,087 $ (258) $ 16,977
Total $ 731 $ 95 $ 996 $ 4,037 $ 939 $ 13,504 $ (372) $ 19,930
Short-term and other debt 731 95 820 65 939 417 (114) 2,953
Total $ 731 $ 95 $ 996 $ 4,037 $ 939 $ 13,504 $ (372) $ 19,930
Ford Credit
Unsecured debt $ 24,798 $ 11,533 $ 10,888 $ 5,184 $ 6,187 $ 5,828 $ (1,816) $ 62,602
Ford Credit
Asset-backed debt 24,645 15,625 10,896 3,509 1,110 700 (48) 56,437
Unsecured debt $ 24,798 $ 11,533 $ 10,888 $ 5,184 $ 6,187 $ 5,828 $ (1,816) $ 62,602
Total $ 49,443 $ 27,158 $ 21,784 $ 8,693 $ 7,297 $ 6,528 $ (1,864) $ 119,039
Asset-backed debt 24,645 15,625 10,896 3,509 1,110 700 (48) 56,437
Total $ 49,443 $ 27,158 $ 21,784 $ 8,693 $ 7,297 $ 6,528 $ (1,864) $ 119,039

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 19. DEBT AND COMMITMENTS (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 19. excluding
Company DEBT ANDFord
COMMITMENTS (Continued)
Credit Segment

Company
Public excluding
Unsecured Ford
Debt Credit Segment
Securities

Public
OurUnsecured Debt Securities
public unsecured debt securities outstanding at December 31 were as follows (in millions):
Aggregate Principal Amount
Our public unsecured debt securities outstanding at December 31 were as follows (in millions): Outstanding
Title of Security 2021
Aggregate 2022
Principal Amount
Outstanding
8 7/8% Debentures due January 15, 2022 $ 86 $ —
Title of Security 2021 2022
9.000% Notes due April 22, 2025 1,058 —
8 7/8% Debentures due January 15, 2022 $ 86 $ —
7 1/8% Debentures due November 15, 2025 176 176
9.000% Notes due April 22, 2025 1,058 —
0.00% Notes due March 15, 2026 2,300 2,300
7 1/8% Debentures due November 15, 2025 176 176
7 1/2% Debentures due August 1, 2026 172 172
0.00% Notes due March 15, 2026 2,300 2,300
4.346% Notes due December 8, 2026 1,500 1,500
7 1/2% Debentures due August 1, 2026 172 172
6 5/8% Debentures due February 15, 2028 104 104
4.346% Notes due December 8, 2026 1,500 1,500
6 5/8% Debentures due October 1, 2028 (a) 446 446
6 5/8% Debentures due February 15, 2028 104 104
6 3/8% Debentures due February 1, 2029 (a) 202 202
6 5/8% Debentures due October 1, 2028 (a) 446 446
9.30% Notes due March 1, 2030 294 294
6 3/8% Debentures due February 1, 2029 (a) 202 202
9.625% Notes due April 22, 2030 432 432
9.30% Notes due March 1, 2030 294 294
7.45% GLOBLS due July 16, 2031 (a) 1,070 1,070
9.625% Notes due April 22, 2030 432 432
8.900% Debentures due January 15, 2032 108 108
7.45% GLOBLS due July 16, 2031 (a) 1,070 1,070
3.25% Notes due February 12, 2032 2,500 2,500
8.900% Debentures due January 15, 2032 108 108
9.95% Debentures due February 15, 2032 4 4
3.25% Notes due February 12, 2032 2,500 2,500
6.10% Notes due August 19, 2032 — 1,750
9.95% Debentures due February 15, 2032 4 4
4.75% Notes due January 15, 2043 2,000 2,000
6.10% Notes due August 19, 2032 — 1,750
7.75% Debentures due June 15, 2043 73 73
4.75% Notes due January 15, 2043 2,000 2,000
7.40% Debentures due November 1, 2046 398 398
7.75% Debentures due June 15, 2043 73 73
5.291% Notes due December 8, 2046 1,300 1,300
7.40% Debentures due November 1, 2046 398 398
9.980% Debentures due February 15, 2047 114 114
5.291% Notes due December 8, 2046 1,300 1,300
6.20% Notes due June 1, 2059 750 750
9.980% Debentures due February 15, 2047 114 114
6.00% Notes due December 1, 2059 800 800
6.20% Notes due June 1, 2059 750 750
6.50% Notes due August 15, 2062 — 600
6.00% Notes due December 1, 2059 800 800
7.70% Debentures due May 15, 2097 142 142
6.50% Notes due August 15, 2062 — 600
Total public unsecured debt securities $ 16,029 $ 17,235
7.70% Debentures due May 15, 2097 142 142
__________
(a)Total public
Listed on unsecured debt securities
the Luxembourg Exchange and on the Singapore Exchange. $ 16,029 $ 17,235
__________
(a) Listed on the Luxembourg Exchange and on the Singapore Exchange.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 19. DEBT AND COMMITMENTS (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTEExtinguishment
Debt 19. DEBT AND COMMITMENTS (Continued)

DebtPursuant
Extinguishment
to our November 2021 cash tender offer and December 2021 redemption, we repurchased or redeemed
$7.6 billion principal amount of our public unsecured debt securities for an aggregate cost of $9.3 billion (including
Pursuant
transaction to our
costs andNovember 2021
accrued and cash tender
unpaid interestoffer and December
payments 2021 redemption,
for such tendered we As
securities). repurchased
a result ofor redeemed
these
$7.6 billion principal amount of our public unsecured debt securities for an aggregate cost of $9.3 billion (including
transactions, we recorded a pre-tax loss of $1.7 billion (net of unamortized discounts, premiums, and fees) in Other
transaction costs
income/(loss), netand accrued and unpaid interest payments for such tendered securities). As a result of these
in 2021.
transactions, we recorded a pre-tax loss of $1.7 billion (net of unamortized discounts, premiums, and fees) in Other
income/(loss),
In September in 2021.
net 2022, we redeemed approximately $1.1 billion principal amount of our public unsecured debt securities
for an aggregate cost of approximately $1.2 billion (including redemption costs and accrued and unpaid interest payments
In September
for such redeemed2022, we redeemed
securities). approximately
As a result $1.1 billion
of this transaction, we principal
recordedamount of loss
a pre-tax our public
of $135unsecured debt
million (net of securities
for an aggregate cost of approximately $1.2 billion (including redemption
unamortized discounts, premiums, and fees) in Other income/(loss), net in 2022.costs and accrued and unpaid interest payments
for such redeemed securities). As a result of this transaction, we recorded a pre-tax loss of $135 million (net of
unamortized
Environmental,discounts,
Social,premiums,
Governanceand(“ESG”)
fees) in Other
Bondsincome/(loss), net in 2022.

Environmental,
In NovemberSocial, Governance
2021 and August 2022,(“ESG”) Bonds
we issued $2.5 billion and approximately $1.8 billion aggregate principal amount
of green bonds, respectively, under our sustainable financing framework. The interest rates of these green bonds are
In November
3.250% and 6.1%,2021 and August
respectively. We2022, we issuedthe
are allocating $2.5
netbillion
proceedsand approximately $1.8to
from this issuance billion aggregate
the design, principal amount
development, and
of green bonds, respectively, under our sustainable
manufacturing of our electric vehicle portfolio. financing framework. The interest rates of these green bonds are
3.250% and 6.1%, respectively. We are allocating the net proceeds from this issuance to the design, development, and
manufacturing of our electric vehicle portfolio.
Convertible Debt

Convertible
In March Debt
2021, we issued $2.3 billion aggregate principal amount of unsecured 0% Convertible Senior Notes due
2026, including $300 million aggregate principal amount of such notes pursuant to the exercise in full of the overallotment
In March
option granted2021,
to thewe issued
initial $2.3 billionThe
purchasers. aggregate principal
notes will amount
not bear regularofinterest
unsecured
and 0% Convertible
the principal Senior
amount of Notes duewill
the notes
2026, including $300 million aggregate principal amount of such notes pursuant to the exercise in
not accrete. The total net proceeds from the offering, after deducting debt issuance costs, were approximatelyfull of the overallotment
option
$2.267granted
billion. to the initial purchasers. The notes will not bear regular interest and the principal amount of the notes will
not accrete. The total net proceeds from the offering, after deducting debt issuance costs, were approximately
$2.267
Each billion.
$1,000 principal amount of the notes will be convertible into 59.3505 shares of our Common Stock, which is
equivalent to a conversion price of approximately $16.85 per share, subject to adjustment upon the occurrence of
Each events.
specified $1,000 principal
The notes amount of the notes
are convertible, at will
the be convertible
option into 59.3505on
of the noteholders, shares of December
or after our Common15,Stock,
2025. which is
Prior to
equivalent to a conversion price of approximately $16.85 per share, subject
December 15, 2025, the notes are convertible only under the following circumstances:to adjustment upon the occurrence of
specified events. The notes are convertible, at the option of the noteholders, on or after December 15, 2025. Prior to
December 15, 2025,
• During the notes
any fiscal arecommencing
quarter convertible only
afterunder the quarter
the fiscal followingending
circumstances:
on September 30, 2021 (and only during
such fiscal quarter), if the last reported sale price of our Common Stock for at least 20 trading days (whether or
• During any fiscal during
not consecutive) quarteracommencing after the fiscal
period of 30 consecutive quarter
trading ending
days on on
ending September 30, 2021
the last trading day(and only
of the during
immediately
such fiscalcalendar
preceding quarter), quarter
if the last reportedthan
is greater saleorprice
equalof to
our130%
Common
of theStock for at least
conversion price20
of trading
the notes days
on (whether
each or
not consecutive)
applicable tradingduring
day; a period of 30 consecutive trading days ending on the last trading day of the immediately
preceding
• During the calendar quarter
five business dayisperiod
greater thanany
after or five
equal to 130% oftrading
consecutive the conversion
day period price of the the
in which notes on each
trading price per
applicable
$1,000 trading
principal day; of the notes for each day of that five consecutive trading day period was less than 98% of
amount
• the
During the five
product business
of the day period
last reported sale after
priceany fiveCommon
of our consecutive
Stocktrading dayconversion
and the period in which
rate ofthe
thetrading price
notes on per
such
$1,000 day;
trading principal amount of the notes for each day of that five consecutive trading day period was less than 98% of
the
• If weproduct
call any ofor
the
alllast reported
of the notes sale price of ouror
for redemption; Common Stock and the conversion rate of the notes on such
• trading
Upon theday;
occurrence of specific corporate events such as a change in control or certain beneficial distributions to
• If we call stockholders
common any or all of the (asnotes for redemption;
set forth or governing the notes).
in the indenture
• Upon the occurrence of specific corporate events such as a change in control or certain beneficial distributions to
common
Upon stockholders
conversion, we will pay(ascash
set forth
up tointhe
theaggregate
indenture principal
governingamount
the notes).
of the notes to be converted and cash,
shares of our Common Stock, or a combination of cash and shares of our Common Stock, at our election for the
Upon conversion,
remainder we will
of our obligation in pay cashifup
excess, to of
any, thethe
aggregate principal
aggregate amount
principal of of
amount thethe
notes to being
notes be converted and cash,
converted.
shares of our Common Stock, or a combination of cash and shares of our Common Stock, at our election for the
remainder of our obligation in excess, if any, of the aggregate principal amount of the notes being converted.

160

160

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 19. DEBT AND COMMITMENTS (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE We19.
mayDEBT AND COMMITMENTS
not redeem the notes prior to(Continued)
March 20, 2024. On or after March 20, 2024, we may redeem all or any portion
of the notes for cash equal to 100% of the principal amount of the notes being redeemed if the last reported sale price of
We may not
our Common redeem
Stock the notes
has been prior
at least to March
130% of the20, 2024. On
conversion or after
price thenMarch 20,for
in effect 2024, we may
at least redeem
20 trading all or
days any portion
(whether or
of
notthe notes for cash
consecutive) equal
during anyto30100% of the principal
consecutive trading amount of the notes being redeemed if the last reported sale price of
day period.
our Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or
not consecutive)
If we undergoduring any 30 consecutive
a fundamental trading
change (e.g., dayof
change period.
control), subject to certain conditions, holders of the notes may
require us to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal
If weofundergo
amount a fundamental
the notes. In addition, change (e.g.,
if specific changeevents
corporate of control),
occursubject
prior to to
thecertain conditions,
maturity date or ifholders
we issueof athe notesofmay
notice
require us to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of
redemption, we will increase the conversion rate by pre-defined amounts for holders who elect to convert their notes in the principal
amount of the
connection notes.
with such aIncorporate
addition, ifevent.
specific
Thecorporate events
conditions occur
allowing prior toofthe
holders thematurity
notes todate or if were
convert we issue a notice
not met of or
in 2021
redemption,
2022. we will increase the conversion rate by pre-defined amounts for holders who elect to convert their notes in
connection with such a corporate event. The conditions allowing holders of the notes to convert were not met in 2021 or
2022.
The notes were issued at par and fees associated with the issuance of these notes are amortized to Interest expense
on Company debt excluding Ford Credit over the contractual term of the notes. Amortization of issuance costs was
The notes
$5 million were
and $7 issued
million at parand
in 2021 and2022,
fees associated with
respectively. theeffective
The issuance of these
interest notes
rate are
of the amortized
notes to Interest expense
is 0.3%.
on Company debt excluding Ford Credit over the contractual term of the notes. Amortization of issuance costs was
$5 million andestimated
The total $7 millionfair
in 2021
valueand 2022,
of the respectively.
notes The effective
as of December 31, 2021interest rate of the
and December notes
31, 2022iswas
0.3%.
approximately
$3.2 billion and $2.2 billion, respectively. The fair value was determined using commonly employed valuation
The total estimated
methodologies applying fair value of market
observable the notes as ofand
inputs December 31, 2021
is classified withinand December
Level 31, value
2 of the fair 2022 was approximately
hierarchy.
$3.2 billion and $2.2 billion, respectively. The fair value was determined using commonly employed valuation
methodologies applying
The notes did not haveobservable
an impactmarket
on ourinputs and2021
full year is classified
or 2022within
dilutedLevel
EPS.2 of the fair value hierarchy.

DOEThe notes
ATVM did not have
Incentive an impact on our full year 2021 or 2022 diluted EPS.
Program

DOEInATVM Incentive
September 2009,Program
we entered into a Loan Arrangement and Reimbursement Agreement with the DOE, under which
we borrowed through multiple draws $5.9 billion to finance certain costs for fuel-efficient, advanced-technology vehicles.
In September
We made our final2009, we entered
repayment to the into
DOEa in
Loan Arrangement
June 2022. and Reimbursement Agreement with the DOE, under which
we borrowed through multiple draws $5.9 billion to finance certain costs for fuel-efficient, advanced-technology vehicles.
We made
U.K. ourFinance
Export final repayment
Programto the DOE in June 2022.

U.K.InExport
2020 andFinance
2022,Program
Ford Motor Company Limited (“Ford of Britain”), our operating subsidiary in the United Kingdom,
entered into, and drew in full, £625 million and £750 million term loan credit facilities, respectively, with a syndicate of
banksIn 2020 and 2022,
to support Ford
Ford of Motorgeneral
Britain’s Company Limited
export (“Ford Accordingly,
activities. of Britain”), our operating
U.K. subsidiary
Export Finance in the United
(“UKEF”) Kingdom,
provided
entered into, and
£500 million and £600
drew million
in full, £625 millionof
guarantees and the£750 million
credit termrespectively,
facilities, loan credit facilities,
under itsrespectively, with a syndicate
Export Development Guaranteeof
banks to support Ford of Britain’s general export activities. Accordingly, U.K. Export Finance (“UKEF”)
scheme, which supports high value commercial lending to U.K. exporters. We have also guaranteed Ford of Britain’s provided
£500 millionunder
obligations and £600 million
the credit guarantees
facilities to theoflenders.
the credit
Asfacilities, respectively,
of December 31, 2022, under its Export
the full £1,375Development
million under Guarantee
the two credit
scheme, which supports high value commercial lending to U.K. exporters. We have
facilities remained outstanding. These five-year, non-amortizing loans mature on June 30, 2025 and Junealso guaranteed Ford 30,
of Britain’s
2027.
obligations under the credit facilities to the lenders. As of December 31, 2022, the full £1,375 million under the two credit
facilities remained outstanding. These five-year, non-amortizing loans mature on June 30, 2025 and June 30, 2027.

161

161

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 19. DEBT AND COMMITMENTS (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 19. Excluding
Company DEBT ANDFord
COMMITMENTS (Continued)
Credit Facilities

Company Excluding
Total Company Ford Credit
committed creditFacilities
lines, excluding Ford Credit, at December 31, 2022 were $19.3 billion, consisting of
$13.5 billion of our corporate credit facility, $2 billion of our supplemental revolving credit facility, $1.75 billion of our 364-
day Total Company
revolving credit committed
facility, andcredit lines, excluding
$2.1 billion Fordfacilities.
of local credit Credit, atAtDecember
December31, 31,2022
2022,were
the $19.3
utilizedbillion,
portionconsisting
of the of
$13.5 billion of our corporate credit facility, $2 billion of our supplemental revolving credit facility,
corporate credit facility was $19 million, representing amounts utilized for letters of credit, and the full $1.75 billion$1.75 billion of ourof364-
our
day revolving credit facility, and $2.1 billion of local credit facilities. At December 31, 2022, the utilized
364-day revolving credit facility was utilized by Ford Credit, in its capacity as a subsidiary borrower under that facility. portion of the In
corporate$1.7
addition, credit facility
billion was $19 million,
of committed Company representing amounts
credit lines, utilized
excluding forCredit,
Ford letterswas
of credit, and
utilized the full
under $1.75
local billion
credit of our
facilities for
364-day revolving credit facility was utilized by Ford Credit, in its capacity as a subsidiary borrower
our affiliates as of December 31, 2022. As of January 25, 2023, Ford Credit had repaid the full $1.75 billion outstanding under that facility. In
addition,
under the$1.7 billionrevolving
364-day of committed
creditCompany
facility. credit lines, excluding Ford Credit, was utilized under local credit facilities for
our affiliates as of December 31, 2022. As of January 25, 2023, Ford Credit had repaid the full $1.75 billion outstanding
under the 364-day
Lenders under revolving creditcredit
our corporate facility.
facility have $3.4 billion of commitments maturing on June 23, 2025 and
$10.1 billion of commitments maturing on June 23, 2027. Lenders under our supplemental revolving credit facility have
$0.1Lenders
billion ofunder our corporate
commitments credit
maturing onfacility have $3.4
September billionand
29, 2024 of commitments
$1.9 billion of maturing on June
commitments 23, 2025
maturing and 23, 2025.
on June
$10.1
Lenders under our 364-day revolving credit facility have $1.75 billion of commitments maturing on June 22, 2023. have
billion of commitments maturing on June 23, 2027. Lenders under our supplemental revolving credit facility
$0.1 billion of commitments maturing on September 29, 2024 and $1.9 billion of commitments maturing on June 23, 2025.
Lenders under our 364-day
The corporate, revolving
supplemental, andcredit facility
364-day have
credit $1.75 billion
agreements of commitments
include maturing on June
certain sustainability-linked 22, 2023.
targets, pursuant to
which the applicable margin and facility fees may be adjusted if Ford achieves, or fails to achieve, the specified targets
Thetocorporate,
related supplemental,
global manufacturing and 364-day
facility credit
greenhouse gasagreements
emissions,include certain
renewable sustainability-linked
electricity consumption, targets,
and Fordpursuant
Europe to
which the applicable
CO2 tailpipe emissions.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
CO2The
tailpipe emissions.
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
The corporate
requirements), andcredit
creditfacility
rating is unsecured
triggers and free
that could limitofour
material
ability adverse
to obtainchange
fundingconditions to borrowing,
or trigger early repayment.restrictive
The
financial covenants (for example, interest or fixed-charge coverage ratio, debt-to-equity ratio, and
corporate credit facility contains a liquidity covenant that requires us to maintain a minimum of $4 billion in aggregate minimum net worth of
requirements),
domestic cash, and cashcredit rating triggers
equivalents, that could
and loaned limit our ability
and marketable to obtain
securities funding
and/or or trigger
availability earlythe
under repayment. The
corporate credit
corporate
facility, credit facility
supplemental containscredit
revolving a liquidity covenant
facility, that requires
and 364-day revolving uscredit
to maintain
facility.a The
minimum
termsof and$4 conditions
billion in aggregate
of the of
domestic cash,and
supplemental cash equivalents,
364-day andcredit
revolving loaned and marketable
facilities securities
are consistent and/or
with our availability
corporate creditunder theFord
facility. corporate
Creditcredit
has been
facility, supplemental
designated revolving
as a subsidiary credit under
borrower facility,the
and 364-day credit
corporate revolving credit
facility andfacility. The terms
the 364-day and conditions
revolving of the
credit facility.
supplemental and 364-day revolving credit facilities are consistent with our corporate credit facility. Ford Credit has been
designated
Each ofas thea corporate
subsidiarycredit
borrower under
facility, the corporate
supplemental credit facility
revolving and theand
credit facility, 364-day
364-dayrevolving
revolving credit facility.
credit facility include a
covenant that requires us to provide guarantees from certain of our subsidiaries in the event that our senior, unsecured,
Each of
long-term thedoes
debt corporate credit facility,
not maintain at leastsupplemental
two investmentrevolving
grade credit
ratingsfacility, and 364-day
from Fitch, Moody’s, revolving
and S&P.credit
Thefacility include a
following
covenant thathave
subsidiaries requires us tounsecured
provided provide guarantees
guaranteesfrom certain
to the of our
lenders subsidiaries
under the creditinfacilities:
the eventFordthat Component
our senior, unsecured,
Sales, LLC;
long-term debt does
Ford European not maintain
Holdings Inc.; FordatGlobal
least two investment LLC;
Technologies, gradeFord
ratings from Fitch,
Holdings Moody’s,
LLC (the parentand S&P. The
company following
of Ford Credit);
subsidiaries
Ford International Capital LLC; Ford Mexico Holdings LLC; Ford Motor Service Company; Ford Next LLC; andSales,
have provided unsecured guarantees to the lenders under the credit facilities: Ford Component Ford LLC;
Ford European
Trading Company, Holdings
LLC. 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; and Ford
Trading Company,
Ford Credit LLC.
Segment

Ford
Debt Credit Segment
Extinguishment

DebtPursuant
Extinguishment
to Ford Credit’s June 2022 cash tender offer, Ford Credit repurchased approximately $3 billion principal
amount of its public unsecured debt securities for an aggregate cost of approximately $3 billion (including transaction
Pursuant
costs to Ford
and accrued Credit’s
and unpaidJune 2022
interest cash tender
payments offer,tendered
for such Ford Credit repurchased
securities). As a approximately
result of these$3 billion principal
transactions, Ford
amount
Credit recorded a pre-tax gain of $17 million (net of unamortized discounts, premiums, fees, and fair valuetransaction
of its public unsecured debt securities for an aggregate cost of approximately $3 billion (including adjustments) in
costs
Other and accrued and
income/(loss), netunpaid interest payments for such tendered securities). As a result of these transactions, Ford
in 2022.
Credit recorded a pre-tax gain of $17 million (net of unamortized discounts, premiums, fees, and fair value adjustments) in
Other income/(loss), net in 2022.

162

162

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 19. DEBT AND COMMITMENTS (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 19. DEBT
Asset-Backed AND COMMITMENTS (Continued)
Debt

Asset-Backed
At December Debt
31, 2022, the carrying value of our asset-backed debt was $56.4 billion. This secured debt is issued by
Ford Credit and includes asset-backed securities used to fund operations and maintain liquidity. Assets securing the
At December
related debt issued 31,
as2022, the
part of allcarrying value of our
our securitization asset-backed
transactions are debt was in
included $56.4 billion. This secured
our consolidated debtare
results and is based
issued by
Ford
upon the legal transfer of the underlying assets in order to reflect legal ownership and the beneficial ownership of the
Credit and includes asset-backed securities used to fund operations and maintain liquidity. Assets securing the debt
related
holder. debt issued as part
The third-party of all our
investors securitization
in the transactions
securitization transactionsarehave
included
legalin our consolidated
recourse only to theresults
assetsand are based
securing the debt
upon
and dothe legal
not havetransfer of the underlying
such recourse assets
to us, except forinthe
order to reflect
customary legal ownership
representation andand the beneficial
warranty provisionsownership
or whenof wethe debt
are
holder. The third-party investors in the securitization transactions have legal recourse only to the assets
counterparty to certain derivative transactions of the special purpose entities (“SPEs”). In addition, the cash flows securing the debt
and do not have such recourse to us, except for the customary representation and warranty provisions or when
generated by the assets are restricted only to pay such liabilities; Ford Credit retains the right to residual cash flows. See we are
counterparty to certaininformation.
Note 24 for additional derivative transactions of the special purpose entities (“SPEs”). In addition, the cash flows
generated by the assets are restricted only to pay such liabilities; Ford Credit retains the right to residual cash flows. See
NoteAlthough
24 for additional information.
not contractually required, we regularly support our wholesale securitization programs by repurchasing
receivables of a dealer from a SPE when the dealer’s performance is at risk, which transfers the corresponding risk of loss
fromAlthough
the SPE not contractually
to us. In order torequired,
continuewe regularly
to fund support our
the wholesale wholesale we
receivables, securitization programs additional
also may contribute by repurchasing
cash or
receivables of a dealer from a SPE when the dealer’s performance is at risk, which transfers the corresponding
wholesale receivables if the collateral falls below required levels. The balance of cash related to these contributions risk ofwas
loss
from the SPE to us. In order to continue to fund the wholesale receivables, we also may contribute
$1,150 million and $0 at December 31, 2021 and December 31, 2022, respectively, and ranged from $25 million to additional cash or
wholesale receivables
$3,700 million if theand
during 2021 collateral
from $0falls below required
to $2,850 levels.2022.
million during The balance of cash related to these contributions was
$1,150 million and $0 at December 31, 2021 and December 31, 2022, respectively, and ranged from $25 million to
$3,700
SPEsmillion
that during 2021 and
are exposed from $0rate
to interest to $2,850 million
or currency during
risk may 2022.
reduce their risks by entering into derivative transactions.
In certain instances, we have entered into derivative transactions with the counterparty to protect the counterparty from
risksSPEs that are
absorbed exposed
through to interest
derivative rate or currency
transactions with the risk mayDerivative
SPEs. reduce their risks by enteringrelated
income/(expense) into derivative transactions.
to the derivative
In
transactions that support Ford Credit’s securitization programs were $(234) million, $41 million, and $466 million forfrom
certain instances, we have entered into derivative transactions with the counterparty to protect the counterparty the
risks
yearsabsorbed through derivative
ended December 31, 2020, transactions
2021, and 2022,with respectively.
the SPEs. Derivative
See Noteincome/(expense) related to the
20 for additional information derivative
regarding the
transactions
accounting forthat support Ford Credit’s securitization programs were $(234) million, $41 million, and $466 million for the
derivatives.
years ended December 31, 2020, 2021, and 2022, respectively. See Note 20 for additional information regarding the
accounting
Interestfor derivatives.
expense on securitization debt was $1.2 billion, $0.9 billion, and $1.3 billion in 2020, 2021, and 2022,
respectively.
Interest expense on securitization debt was $1.2 billion, $0.9 billion, and $1.3 billion in 2020, 2021, and 2022,
respectively.
The assets and liabilities related to our asset-backed debt arrangements included in our consolidated financial
statements at December 31 were as follows (in billions):
The assets and liabilities related to our asset-backed debt arrangements included in our consolidated financial
2021 2022
statements at December 31 were as follows (in billions):
Assets
2021 2022
Cash and cash equivalents $ 3.8 $ 2.8
Assets
Finance receivables, net 50.6 61.6
Cash and cash equivalents $ 3.8 $ 2.8
Net investment in operating leases 7.5 12.5
Finance receivables, net 50.6 61.6
Net investment in operating leases 7.5 12.5
Liabilities
Debt (a) $ 45.4 $ 56.4
Liabilities
__________
DebtDebt
(a) (a) is net of unamortized discount and issuance costs. $ 45.4 $ 56.4
__________
(a) Debt is netCredit
Committed of unamortized discount and issuance costs.
Facilities

Committed Credit31,
At December Facilities
2022, Ford Credit’s committed capacity totaled $39.7 billion, compared with $39.8 billion at
December 31, 2021. Ford Credit’s committed capacity is primarily comprised of committed asset-backed security facilities
fromAtbank-sponsored
December 31, 2022, Ford Credit’s
commercial committed
paper conduits andcapacity totaled institutions
other financial $39.7 billion, compared
and with
unsecured $39.8
credit billion at
facilities with
December
financial 31, 2021. Ford Credit’s committed capacity is primarily comprised of committed asset-backed security facilities
institutions.
from bank-sponsored commercial paper conduits and other financial institutions and unsecured credit facilities with
financial institutions.

163

163

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 20. DERIVATIVE FINANCIAL INSTRUMENTS
NOTES TO THE AND HEDGING
FINANCIAL ACTIVITIES
STATEMENTS
NOTE 20. normal
In the DERIVATIVE
course ofFINANCIAL INSTRUMENTS
business, our operations areAND HEDGING
exposed ACTIVITIES
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
In effective
highly the normal course of
derivative business, our operations are exposed to global market risks, including the effect of changes in
contracts:
foreign currency exchange rates, certain commodity prices, and interest rates. To manage these risks, we enter into
highly
• effective
Foreignderivative contracts: contracts, including forwards, that are used to manage foreign exchange exposure;
currency exchange
• Commodity contracts, including forwards, that are used to manage commodity price risk;
•• Foreign currency
Interest rate exchange
contracts, contracts,
including including
swaps, that areforwards, that arethe
used to manage used to manage
effects foreign
of interest rateexchange exposure;
fluctuations; and
•• Commodity contracts, including forwards, that are used to manage commodity price risk;
Cross-currency interest rate swap contracts that are used to manage foreign currency and interest rate exposures
• Interest rate contracts, including
on foreign-denominated debt. swaps, that are used to manage the effects of interest rate fluctuations; and
• Cross-currency interest rate swap contracts that are used to manage foreign currency and interest rate exposures
Our on foreign-denominated
derivatives debt. customized derivative transactions and are not exchange-traded. We review our
are over-the-counter
hedging program, derivative positions, and overall risk management strategy on a regular basis.
Our derivatives are over-the-counter customized derivative transactions and are not exchange-traded. We review our
hedging program,
Derivative derivative
Financial positions,
Instruments andand overall
Hedge risk management
Accounting. strategy
Derivative onare
assets a regular basis.
reported in Other assets and
derivative liabilities are reported in Payables and Other liabilities and deferred revenue.
Derivative Financial Instruments and Hedge Accounting. Derivative assets are reported in Other assets and
derivative
We haveliabilities
elected are
toreported in Payables
apply hedge andto
accounting Other liabilities
certain and deferred
derivatives. revenue.
Derivatives that are designated in hedging
relationships are evaluated for effectiveness using regression analysis at the time they are designated and throughout the
Weperiod.
hedge have elected
Some to apply hedge
derivatives accounting
do not tohedge
qualify for certainaccounting;
derivatives.forDerivatives
others, wethat are
elect designated
not in hedging
to apply hedge accounting.
relationships are evaluated for effectiveness using regression analysis at the time they are designated and throughout the
hedge
Cashperiod.
Flow Some derivatives
Hedges. We havedodesignated
not qualifycertain
for hedge accounting;
forward contractsforas
others, we elect
cash flow not of
hedges to forecasted
apply hedge accounting.
transactions
with exposure to foreign currency exchange and commodity price risks.
Cash Flow Hedges. We have designated certain forward contracts as cash flow hedges of forecasted transactions
withChanges
exposureintothe
foreign currency
fair value exchange
of cash and commodity
flow hedges price
are deferred risks.
in Accumulated other comprehensive income/(loss) and
are recognized in Cost of sales when the hedged item affects earnings. Our policy is to de-designate foreign currency
Changes
exchange in flow
cash the fair valueprior
hedges of cash flow
to the hedges
time are deferred
forecasted in Accumulated
transactions otheras
are recognized comprehensive on our and
income/(loss)
assets or liabilities
are recognized
consolidated in Costsheets
balance of sales when
and thesubsequent
report hedged item affects in
changes earnings.
fair valueOur policyCost
through is toof
de-designate foreign currency
sales. If it becomes probable
exchange
that cash flow
the originally hedges prior
forecasted to the time
transaction forecasted
will not transactions
occur, the related amountare recognized
included inas assets or liabilities
Accumulated on our
other comprehensive
consolidated balance
income/(loss) sheetsand
is reclassified andrecognized
report subsequent changes
in earnings. The in fair flows
cash valueassociated
through Cost sales. If
withofhedges it becomesuntil
designated probable
maturity
that reported
are the originally
in Net forecasted transaction
cash provided by/(usedwillin)
notoperating
occur, the related on
activities amount included in Accumulated
our consolidated statement of other comprehensive
cash flows. Our cash
income/(loss)
flow is reclassified
hedges mature and years.
within three recognized in earnings. The cash flows associated with hedges designated until maturity
are reported in Net cash provided by/(used in) operating activities on our consolidated statement of cash flows. Our cash
flowFair
hedges
Valuemature
Hedges.within
Ourthree years.
Ford Credit segment uses derivatives to reduce the risk of changes in the fair value of debt.
We have designated certain receive-fixed, pay-float interest rate and cross-currency interest rate swaps as fair value
Fair of
hedges Value Hedges.
fixed-rate debt.Our
TheFord
riskCredit
beingsegment
hedged is uses
the derivatives to reduce
risk of changes in thethe
fairrisk of changes
value in thedebt
of the hedged fair value of debt.
attributable to
We have designated certain receive-fixed, pay-float interest rate and cross-currency interest
changes in the benchmark interest rate and foreign exchange. We report the change in fair value of the hedged debtrate swaps as fair value
hedges of the
related to fixed-rate
changedebt. The risk being
in benchmark hedged
interest rate inisFord
the risk of changes
Credit debt andinFordthe Credit
fair value of theoperating,
interest, hedged debt andattributable
other to
changes in the benchmark interest rate and foreign exchange. We report the change in fair value
expenses. We report the change in fair value of the hedged debt and hedging instrument related to foreign currency in of the hedged debt
related to the changenet.
Other income/(loss), in benchmark
Net interestinterest rate inand
settlements Fordaccruals and and
Credit debt Ford Credit
fair value changes interest, operating,
on hedging and other
instruments due to the
expenses. We report the change in fair value of the hedged debt and hedging instrument
benchmark interest rate change are reported in Ford Credit interest, operating, and other expenses. The cash related to foreign currency
flows in
Other income/(loss),
associated Net interest
net. hedges
with fair value settlements
are reported andcash
in Net accruals and by/(used
provided fair valuein)
changes
operatingon hedging
activitiesinstruments due to the
on our consolidated
benchmark interest
statements of cash flows.rate change are reported in Ford Credit interest, operating, and other expenses. The cash flows
associated with fair value hedges are reported in Net cash provided by/(used in) operating activities on our consolidated
statements
When aoffair cash
valueflows.
hedge is de-designated, or when the derivative is terminated before maturity, the fair value
adjustment to the hedged debt continues to be reported as part of the carrying value of the debt and is recognized in Ford
When
Credit a fairoperating,
interest, value hedge
andisother
de-designated, or when
expenses over the derivative
its remaining life. is terminated before maturity, the fair value
adjustment to the hedged debt continues to be reported as part of the carrying value of the debt and is recognized in Ford
Credit interest, operating,
Derivatives and other
Not Designated expenses
as Hedging over its remaining
Instruments. life.
For total Company excluding Ford Credit, we report changes in
the fair value of derivatives not designated as hedging instruments through Cost of sales. Cash flows associated with
Derivatives Not
non-designated Designated asderivatives
or de-designated are reported For
Hedging Instruments. total
in Net Company
cash excluding
provided by/(usedFord Credit, we
in) investing report changes
activities on our in
the fair value of derivatives not designated
consolidated statements of cash flows. as hedging instruments through Cost of sales. Cash flows associated with
non-designated or de-designated derivatives are reported in Net cash provided by/(used in) investing activities on our
consolidated
Our Ford statements of cash
Credit segment flows.
reports the gains/(losses) on derivatives not designated as hedging instruments in Other
income/(loss), net. Cash flows associated with non-designated or de-designated derivatives are reported in Net cash
Our Ford
provided Credit
by/(used in)segment
investingreports the on
activities gains/(losses) on derivatives
our consolidated statementsnotofdesignated
cash flows.as hedging instruments in Other
income/(loss), net. Cash flows associated with non-designated or de-designated derivatives are reported in Net cash
provided by/(used in) investing activities on our consolidated statements of cash flows.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 20. DERIVATIVE FINANCIAL INSTRUMENTS
NOTES TO THE AND HEDGING
FINANCIAL ACTIVITIES (Continued)
STATEMENTS
NOTE 20. DERIVATIVE
Normal Purchases and FINANCIAL INSTRUMENTS
Normal Sales Classification.AND
We HEDGING ACTIVITIES
have elected (Continued)
to apply the normal purchases and normal
sales classification for physical supply contracts that are entered into for the purpose of procuring commodities to be used
Normal Purchases
in production and Normal
over a reasonable Sales
period Classification.
in the Weof
normal course have
our elected to apply the normal purchases and normal
business.
sales classification for physical supply contracts that are entered into for the purpose of procuring commodities to be used
in production
Income Effectover a reasonable
of Derivative period inInstruments
Financial the normal course of our business.

Income
The Effect of Derivative
gains/(losses), Financial
by hedge Instruments
designation, reported in income for the years ended December 31 were as follows
(in millions):
The gains/(losses), by hedge designation, reported in income for the years ended December 31 were as follows
2020 2021 2022
(in millions):
Cash flow hedges
2020 2021 2022
Reclassified from AOCI to Cost of sales
Cash flow hedges
Foreign currency exchange contracts (a) $ (11) $ (412) $ (213)
Reclassified from AOCI to Cost of sales
Commodity contracts (b) (55) 132 133
Foreign currency exchange contracts (a) $ (11) $ (412) $ (213)
Fair value hedges
Commodity contracts (b) (55) 132 133
Interest rate contracts
Fair value hedges
Net interest settlements and accruals on hedging instruments 290 393 (45)
Interest rate contracts
Fair value changes on hedging instruments 986 (1,001) (1,875)
Net interest settlements and accruals on hedging instruments 290 393 (45)
Fair value changes on hedged debt (985) 957 1,893
Fair value changes on hedging instruments 986 (1,001) (1,875)
Cross-currency interest rate swap contracts
Fair value changes on hedged debt (985) 957 1,893
Net interest settlements and accruals on hedging instruments (2) (8) (27)
Cross-currency interest rate swap contracts
Fair value changes on hedging instruments 38 (93) (111)
Net interest settlements and accruals on hedging instruments (2) (8) (27)
Fair value changes on hedged debt (37) 82 113
Fair value changes on hedging instruments 38 (93) (111)
Derivatives not designated as hedging instruments
Fair value changes on hedged debt (37) 82 113
Foreign currency exchange contracts (c) (310) 375 (3)
Derivatives not designated as hedging instruments
Cross-currency interest rate swap contracts 486 (507) (780)
Foreign currency exchange contracts (c) (310) 375 (3)
Interest rate contracts (100) (3) 390
Cross-currency interest rate swap contracts 486 (507) (780)
Commodity contracts 47 170 (51)
Interest rate contracts (100) (3) 390
Total $ 347 $ 85 $ (576)
Commodity contracts 47 170 (51)
__________
(a) Total
For 2020, 2021, and 2022, a $198 million gain, a $453 million loss, and a $448 million gain,$respectively,347 $
were reported 85 comprehensive
in Other $ (576)
income/(loss), net of tax.
__________
(b)
(a) ForFor 2020,
2020, 2021,
2021, and
and 2022,
2022, a
a $9 million
$198 gain,
million a $284
gain, million
a $453 gain,
million and
loss, a $102
and million
a $448 loss,
million respectively,
gain, were
respectively, werereported in Other
reported comprehensive
in Other comprehensive
income/(loss),
income/(loss), net
net of
of tax.
tax.
(c)
(b) ForFor 2020,
2020, 2021,
2021, and
and 2022,
2022, a
a $228 million
$9 million loss,
gain, a $230
a $284 million
million gain,
gain, and
and a $53million
a $102 millionloss,
loss,respectively,
respectively,were
werereported
reportedininOther of sales and a
Cost comprehensive
$82 million loss,
income/(loss), anof$145
net tax. million gain, and a $50 million gain were reported in Other income/(loss), net, respectively.
(c) For 2020, 2021, and 2022, a $228 million loss, a $230 million gain, and a $53 million loss, respectively, were reported in Cost of sales and a
$82 million loss, an $145 million gain, and a $50 million gain were reported in Other income/(loss), net, respectively.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 20. DERIVATIVE FINANCIAL INSTRUMENTS
NOTES TO THE AND HEDGING
FINANCIAL ACTIVITIES (Continued)
STATEMENTS
NOTE 20.Sheet
Balance DERIVATIVE
Effect of FINANCIAL INSTRUMENTS
Derivative Financial AND HEDGING ACTIVITIES (Continued)
Instruments

Balance Sheetassets
Derivative Effectand
of Derivative Financial
liabilities are reportedInstruments
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
Derivative
parties and areassets and liabilities
not a direct measureare of reported on our
our financial consolidated
exposure. balance
We also entersheets at fairagreements
into master value and are presented
with on a
counterparties
gross basis. The notional amounts of the derivative instruments do not necessarily represent amounts
that may allow for netting of exposures in the event of default or breach of the counterparty agreement. Collateral exchanged by the
parties and are not a direct measure of our financial exposure. We also enter into master agreements
represents cash received or paid under reciprocal arrangements that we have entered into with our derivative with counterparties
that may allow for
counterparties, netting
which of exposures
we do in the our
not use to offset event of default
derivative or breach
assets of the counterparty agreement. Collateral
and liabilities.
represents cash received or paid under reciprocal arrangements that we have entered into with our derivative
counterparties, which
The fair value wederivative
of our do not useinstruments
to offset our derivative
and assets and
the associated liabilities.
notional amounts at December 31 were as follows
(in millions):
The fair value of our derivative instruments and the associated notional amounts at December 31 were as follows
2021 2022
(in millions):
Fair Value of Fair Value of Fair Value of Fair Value of
Notional 2021
Assets Liabilities Notional 2022
Assets Liabilities
Cash flow hedges Fair Value of Fair Value of Fair Value of Fair Value of
Notional Assets Liabilities Notional Assets Liabilities
Foreign currency exchange contracts $ 11,534 $ 74 $ 346 $ 11,536 $ 376 $ 52
Cash flow hedges
Commodity contracts 931 182 5 990 16 56
Foreign currency exchange contracts $ 11,534 $ 74 $ 346 $ 11,536 $ 376 $ 52
Fair value hedges
Commodity contracts 931 182 5 990 16 56
Interest rate contracts 23,893 544 274 16,883 — 1,653
Fair value hedges
Cross-currency interest rate swap
Interest rate contracts
contracts 23,893
885 544
— 274
49 16,883
885 — 1,653
161
Cross-currency
Derivatives interest rateas
not designated swap
hedging
contracts
instruments 885 — 49 885 — 161
Foreign currency
Derivatives exchange as
not designated contracts
hedging 28,463 281 198 20,851 162 285
instruments
Cross-currency interest rate swap
Foreign currency exchange contracts
contracts 28,463
6,533 281
117 198
61 20,851
6,635 162
15 285
653
Interest rate contracts
Cross-currency interest rate swap 50,060 338 126 63,210 931 483
contracts 6,533 117 61 6,635 15 653
Commodity contracts 997 54 11 841 26 35
Interest rate contracts 50,060 338 126 63,210 931 483
Total derivative financial instruments,
Commodity
gross (a) contracts
(b) $ 997
123,296 $ 54
1,590 $ 11
1,070 $ 841
121,831 $ 26
1,526 $ 35
3,378
Total derivative financial instruments,
gross (a) (b) $ 123,296 $ 1,590 $ 1,070 $ 121,831 $ 1,526 $ 3,378
Current portion $ 924 $ 535 $ 1,101 $ 1,656
Non-current portion 666 535 425 1,722
Current portion $ 924 $ 535 $ 1,101 $ 1,656
Total derivative financial instruments,
Non-current
gross portion $ 666
1,590 $ 535
1,070 $ 425
1,526 $ 1,722
3,378
Total derivative financial instruments,
__________
gross
(a) At December 31, 2021 and 2022, we held collateral of $26 million $ and1,590 $
$210 million, 1,070
respectively, $
and we posted collateral of1,526 $ and 3,378
$71 million
$201 million, respectively.
__________
(b)
(a) At
At December
December 31,31, 2021
2021 and
and 2022,
2022, the fair value
we held of assets
collateral of $26and liabilities
million available
and $210 for counterparty
million, netting
respectively, and we was $719
posted million and
collateral $451
of $71 million,
million and
respectively. All derivatives are categorized within Level 2 of the fair value hierarchy.
$201 million, respectively.
(b) At December 31, 2021 and 2022, the fair value of assets and liabilities available for counterparty netting was $719 million and $451 million,
respectively. All derivatives are categorized within Level 2 of the fair value hierarchy.

166

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 21. EMPLOYEE SEPARATIONNOTES
ACTIONS ANDFINANCIAL
TO THE EXIT AND DISPOSAL ACTIVITIES
STATEMENTS
NOTEWe21. EMPLOYEE
record SEPARATION
costs associated ACTIONS
with voluntary AND EXIT
separations AND
at the DISPOSAL
time ACTIVITIES
of employee acceptance, unless the acceptance
requires explicit approval by the Company. We record costs associated with involuntary separation programs when
We recordhas
management costs associated
approved with for
the plan voluntary separations
separation, at theemployees
the affected time of employee acceptance,
are identified, and it unless the that
is unlikely acceptance
actions
requires
required explicit approval
to complete by the Company.
the separation plan willWe record
change costs associated
significantly. Costs with involuntary
associated with separation
benefits thatprograms when on
are contingent
management
the employee has approved
continuing the planservice
to provide for separation, the affected
are accrued over the employees are identified,
required service period. 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
Company continuing
Excluding Fordto provide
Credit service are accrued over the required service period.

Company Excluding
Employee Ford
separation Creditand exit and disposal activities include employee separation costs, facility and other
actions
asset-related charges (e.g., impairment, accelerated depreciation), dealer and supplier payments, other statutory and
Employee
contractual separation
obligations, actions
and other and exit and
expenses, disposal
which activities in
are recorded include employee
Cost of sales and separation costs, facility and
Selling, administrative, andother
other
asset-related charges (e.g., impairment, accelerated depreciation), dealer and supplier payments,
expenses. Below are actions we have initiated, primarily related to the global redesign of our business: other statutory and
contractual obligations, and other expenses, which are recorded in Cost of sales and Selling, administrative, and other
expenses.
• Ford Below
Motorare actions we
Company have
Brasil initiated,
Ltda primarily related
exited manufacturing to the global
operations redesign
in Brazil, of our
which business:
resulted in the sale of the São
Bernardo do Campo plant facilities and machinery and equipment during 2020 as well as closure of facilities in
• Ford MotorTaubaté,
Camaçari, Company Brasil
and Ltda
Troller inexited
2021 manufacturing operations in Brazil, which resulted in the sale of the São
Bernardo do Campo plant
• Ford Motor Company Limited ceased facilities and machineryatand
production the equipment during
Bridgend plant 2020
in the as well
United as closure
Kingdom and of facilities
the in
facility was
Camaçari, Taubaté,
closed in September 2020and Troller in 2021
•• Ford
Ford Motor Company
India Private Limited
Limited ceased
(“Ford production
India”) at the Bridgend
ceased vehicle plant in
manufacturing in the United
Sanand in Kingdom and the
fourth quarter facility
2021 and was
closed in September 2020
ceased manufacturing in Chennai in third quarter 2022. In the third quarter of 2022, Ford India entered into an
• Ford India Private
agreement Limited
to sell the (“Ford
Sanand India”)
vehicle ceased and
assembly vehicle manufacturing
powertrain plants. inSee
Sanand
Note in
22fourth quarter 2021 and
• Ford Espana S.L. ceased production of the Mondeo at the Valencia plant in Spain in Ford
ceased manufacturing in Chennai in third quarter 2022. In the third quarter of 2022, March India
2022entered into an
agreement to sell the Sanand vehicle assembly and powertrain plants. See Note 22
•In addition,
Ford Espana
we areS.L. ceased to
continuing production
reduce our of the Mondeo
global at theand
workforce Valencia plantrestructuring
take other in Spain in March 2022
actions, including the
separation of salaried workers in North America and India in third quarter 2022.
In addition, we are continuing to reduce our global workforce and take other restructuring actions, including the
separation of salaried
The following tableworkers in North
summarizes theAmerica
activitiesand
for India in third
the years quarter
ended 2022. 31, which are recorded in Other liabilities
December
and deferred revenue (in millions):
The following table summarizes the activities for the years ended December 31, which are recorded in Other liabilities
2021 2022
and deferred revenue (in millions):
Beginning balance $ 1,732 $ 950
2021 2022
Changes in accruals (a) 1,150 557
Beginning balance $ 1,732 $ 950
Payments (1,883) (883)
Changes in accruals (a) 1,150 557
Foreign currency translation (49) (36)
Payments (1,883) (883)
Ending balance $ 950 $ 588
Foreign currency translation (49) (36)
__________
Ending balance
(a) Excludes pension costs of $156 million and $57 million in 2021 and 2022, respectively. $ 950 $ 588
__________
(a) In
Excludes
2020,pension costs of $156
we recorded $1.4million
billionand
of$57 million in charges
non-cash 2021 and 2022, respectively.
related to the write-off
of certain tax and other assets in South
America, accelerated depreciation, and other items. In addition, we recognized a pre-tax net gain on sale of assets of
$39 In 2020, In
million. we2021,
recorded $1.4 billion
we recorded of non-cash
$739 million forcharges related
accelerated to the write-off
depreciation of certain
and other tax and
non-cash otherInassets
items. 2022, in
weSouth
America, accelerated depreciation, and other items. In addition, we recognized a pre-tax net gain on sale of assets
recorded $32 million for accelerated depreciation, impairment of our India held-for-sale assets, and other non-cash items, of
$39 million. In 2021, we recorded $739 million for accelerated depreciation and other non-cash items. In 2022, we
partially offset by tax credits and other benefits. In addition, we recognized a $38 million pre-tax net gain on sale of assets
recorded
in 2022. $32 million for accelerated depreciation, impairment of our India held-for-sale assets, and other non-cash items,
partially offset by tax credits and other benefits. In addition, we recognized a $38 million pre-tax net gain on sale of assets
in 2022.
We recorded $2 billion and $608 million in 2021 and 2022, respectively, related to the actions above. Total charges in
2023 related to such actions, primarily attributable to employee separations and dealer and supplier settlements, are not
We recorded
expected $2 billion and
to be significant. $608 million
We continue in 2021
to review and
our 2022,
global respectively,
businesses andrelated to the
may take actions restructuring
additional above. Totalactions
charges in
2023 related to such actions, primarily attributable to employee separations and dealer and supplier settlements, are not
where a path to sustained profitability is not feasible when considering the capital allocation required for those businesses.
expected to be significant. 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.

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167

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 21. EMPLOYEE SEPARATIONNOTES
ACTIONS ANDFINANCIAL
TO THE EXIT AND DISPOSAL ACTIVITIES (Continued)
STATEMENTS
NOTE 21.
United EMPLOYEE
Automobile, SEPARATION
Aerospace, ACTIONS AND
and Agricultural EXIT AND
Implement DISPOSAL
Workers ACTIVITIES
of America (“UAW”) (Continued)
Voluntary Separation
Packages
United Automobile, Aerospace, and Agricultural Implement Workers of America (“UAW”) Voluntary Separation
Packages
As agreed in the collective bargaining agreement ratified in November 2019, during the first quarter of 2020, we
offered voluntary separation packages to our UAW hourly workforce who were eligible for normal or early retirement and
As agreed
recorded in the costs
associated collective bargaining
of $201 agreement
million in ratified
Cost of sales. Allinseparations
November 2019, during
occurred the 2020.
during first quarter of 2020,
In addition, wewe
also
offered
offered voluntary separation packages in 2022 to certain of our UAW hourly workforce who were eligible for normal orand
voluntary separation packages to our UAW hourly workforce who were eligible for normal or early retirement
recorded associated
early retirement costs of $201
and recorded million costs
associated in Cost
of of
$19sales. Allinseparations
million occurred during 2020. In addition, we also
Cost of sales.
offered voluntary separation packages in 2022 to certain of our UAW hourly workforce who were eligible for normal or
early
Ford retirement
Credit and recorded associated costs of $19 million in Cost of sales.

FordAccumulated
Credit foreign currency translation losses included in Accumulated other comprehensive income/(loss) at
December 31, 2022 of $223 million are associated with Ford Credit’s investments in Brazil and Argentina that have
Accumulated
ceased foreign
operations. currency
We expect translationthese
to reclassify losses included
losses in Accumulated
to income other comprehensive
upon substantially of Fordat
income/(loss)
complete liquidation
December
Credit’s investments, which may occur over multiple reporting periods. In 2022, we reclassified losses of $155have
31, 2022 of $223 million are associated with Ford Credit’s investments in Brazil and Argentina that million to
ceased operations. We
Other income/(loss), net expect to reclassify
upon the liquidationthese losses
of three to income
investments in upon substantially
Brazil. complete
Although the liquidation
timing for of Fordof the
the completion
Credit’s investments,
remaining which maywe
actions is uncertain, occur
expectover
themultiple reporting
majority of losses periods. In 2022, we
to be recognized reclassified
in 2024 losses of $155 million to
or later.
Other income/(loss), net upon the liquidation of three investments in Brazil. Although the timing for the completion of the
remaining
NOTE 22. actions is uncertain,
ACQUISITIONS ANDweDIVESTITURES
expect the majority of losses to be recognized in 2024 or later.

NOTE 22. Excluding


Company ACQUISITIONS AND DIVESTITURES
Ford Credit

Company Excluding
Ford Romania Ford
S.R.L. Credit
(“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
Ford Romania
transaction resultedS.R.L. (“Ford Romania”).
in deconsolidation of our On
FordJuly 1, 2022,
Romania we completed
subsidiary in thethe sale
third of Ford
quarter Romania,
of 2022. Theour
fair wholly-owned
value of
Romanian
consideration received, consisting of cash and a note receivable, approximated the carrying value of Fordshare.
manufacturing subsidiary, to Ford Otosan, a joint venture in which Ford has a 41% ownership Theat the
Romania
transaction
time of sale.resulted
The Fordin deconsolidation
Romania plant inofCraiova,
our FordRomania
Romaniawillsubsidiary
continueintothe third quarter
manufacture of 2022. Thevehicles
Ford-branded fair value
forof
Ford
consideration
and received,
Ford Otosan. Ford’sconsisting
portion ofofthe
cash and is
output a expected
note receivable, approximated
to be significant; as athe carrying
result, at thevalue
time of
of Ford Romania
sale there wereat the
time of$100
about sale.million
The Ford Romania
of assets, suchplant in Craiova,leases,
as embedded Romania andwill continue
related to manufacture
liabilities that continueFord-branded vehicles
to be reported forofFord
as part our
and Fordstatements.
financial Otosan. Ford’s portion of the output is expected to be significant; as a result, at the time of 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.
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
Sanand,
Limited. The India includesInthe
(“Sanand”) Plants.
sale transaction theland,
thirdbuildings,
quarter ofand
2022, wefixed
other entered into(excluding
assets an agreement to sell our machinery
the powertrain Sanand and
vehicle
equipment) for the plants. Accordingly, we have reported $88 million of fixed assets for this operation as held forMotors
assembly and powertrain plants to Tata Passenger Electric Mobility Limited (“Tata”), a subsidiary of Tata sale for
Limited.
the periodThe saleDecember
ended transaction31,
includes
2022. the
We land, buildings,
recognized, and other
in Cost fixed
of sales, assetsimpairment
pre-tax (excluding charges
the powertrain
of $32 machinery
million in theand
equipment) for the plants. Accordingly, we have reported $88 million of fixed assets for this operation as held
third quarter of 2022 to adjust the carrying value of the held-for-sale assets to fair value less costs to sell. We determined for sale for
the periodusing
fair value ended December
the 31, 2022.estimated
market approach, We recognized,
based onin Cost of sales, pre-tax
the negotiated value ofimpairment
the assets.charges of sale
After the $32 million
to Tata,inFord
the
third quarter of 2022 to adjust the carrying value of the held-for-sale assets to fair value
will continue to operate the powertrain facility by leasing back the associated land and building. less costs to sell. We determined
fair value using the market approach, estimated based on the negotiated value of the assets. After the sale to Tata, Ford
will continue to operate
On January thewe
10, 2023, powertrain
completedfacility by leasing
the sale back the
of the plants associated
to Tata, landresult
which will and building.
in derecognition of the fixed assets
and recognition of the powertrain facility operating lease right-of-use asset and related lease liability in the first quarter of
OnThe
2023. January 10, 2023,
fair value of thewe completed
cash the sale
consideration of the plants
received to Tata, the
approximated which will result
carrying valuein of
derecognition of the
the fixed assets atfixed assets
the time of
and
sale.recognition of 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.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
SkinnyinLabs
subsidiary Inc., dbaquarter
the second of 2022.On
Spin (“Spin”). In April 1, 2022,
exchange we completed
for our the sale
shares of Spin, of Spin, our
we received wholly-owned
preferred equity inmicro-mobility
TIER
provider,
Mobility SE, which is reflected in our consolidated balance sheets in Other assets as of the second quarter of of
to TIER Mobility SE, a German-based micro-mobility provider, which resulted in the deconsolidation our Spin
2022. The
subsidiary in the second quarter of 2022. In exchange for our shares of Spin, we received preferred
fair value of the preferred equity approximated the carrying value of Spin at the time of the transaction. 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 theInc.
Electriphi, preferred equity approximated
(“Electriphi”). the carrying
On June 18, 2021, value Electriphi,
we acquired of Spin at the time of the transaction.
a California-based provider of charging
management and fleet monitoring software for electric vehicles. Assets acquired primarily include goodwill, reported in
Electriphi,
Other Inc. software,
assets, and (“Electriphi”). On June
reported in Net18, 2021, we
property. acquired
The Electriphi,
acquisition did nota have
California-based provider
a material impact on of
ourcharging
management and fleet
financial statements. monitoring software for electric vehicles. Assets acquired primarily include goodwill, reported in
Other assets, and software, reported in Net property. The acquisition did not have a material impact on our
financial statements.

168

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 22. ACQUISITIONS AND DIVESTITURES (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 22.Lio
Ford ACQUISITIONS
Ho Motor Co., Ltd.AND(“FLH”).
DIVESTITURES
On April 1,(Continued)
2021, we completed the sale of our controlling financial interest in
FLH and its wholly owned subsidiary FLH Marketing & Service Limited, which resulted in deconsolidation of our Ford
Fordsubsidiary
Taiwan Lio Ho Motor
in theCo., quarter ofOn
Ltd. (“FLH”).
second April FLH
2021. 1, 2021, we completed
will continue the sale
to import, of our controlling
manufacture, and sellfinancial interest in
Ford-branded
FLH and through
vehicles its wholly
at owned subsidiary
least 2025. FLH Marketing
We recognized & Service
a pre-tax gain ofLimited, which which
$161 million, resulted in reported
was deconsolidation
in Otherofincome/(loss),
our Ford
Taiwan subsidiary
net in the in the second
second quarter of 2021. quarter of 2021. FLH will continue to import, manufacture, and sell Ford-branded
vehicles through at least 2025. We recognized a pre-tax gain of $161 million, which was reported in Other income/(loss),
net in the second
Getrag quarter of 2021.
Ford Transmissions GmbH (“GFT”). Prior to March 2021, Ford and Magna International Inc. (“Magna”) equally
owned and operated the GFT joint venture for the purpose of developing, manufacturing, and selling transmissions. We
Getrag for
accounted FordourTransmissions
investment in GmbH an equityPrior
GFT as(“GFT”). to March
method 2021, Ford
investment. andthe
During Magna International
first quarter of 2021Inc. (“Magna”)
and equally
prior to our
owned
acquisition, GFT recorded restructuring charges, of which our share was $40 million. These charges are included in We
and operated the GFT joint venture for the purpose of developing, manufacturing, and selling transmissions.
accounted forincome/(loss)
Equity in net our investment in GFT ascompanies.
of affiliated an equity method investment. During the first quarter of 2021 and prior to our
acquisition, GFT recorded restructuring charges, of which our share was $40 million. These charges are included in
Equity
OninMarch
net income/(loss) of affiliated
1, 2021, we acquired companies.
Magna’s shares in the restructured GFT. The purchase price, which was subject to
post-closing revisions, was $275 million. The restructured GFT includes the Halewood, UK and Cologne, Germany
On Marchplants,
transmission 1, 2021,
butwe acquired
excludes theMagna’s
Bordeaux, shares in the
France restructured
transmission GFT.
plant and The purchase
China price,
interests which by
acquired was subjectWe
Magna. to
post-closing revisions, was $275 million. The restructured GFT includes the Halewood, UK
concluded with Magna that these businesses would be better served under separate ownership. The Sanand, India and Cologne, Germany
transmission
transmission plants, but excludes
plant continues underthe Bordeaux,
joint Ford/MagnaFrance transmission
ownership. As aplant
resultand China
of the interests we
transaction, acquired by Magna.
consolidated the We
concluded with Magna that these businesses would be better served under separate ownership. The
restructured GFT, remeasured our prior investment in GFT at its $275 million fair value, and recognized in Other income/ Sanand, India
transmission plant continues
(loss), net a pre-tax gain of $178under joint during
million Ford/Magna ownership.
2021 and As a revisions
post-closing result of the transaction,
resulting we consolidated
in a pre-tax the
gain of $2 million
restructured GFT, remeasured our prior investment in GFT at its $275 million fair value, and recognized
during the first quarter of 2022. We estimated the fair value of GFT in negotiations with Magna based on the income in Other income/
(loss), net a pre-tax gain of $178 million during 2021 and post-closing revisions resulting in a pre-tax
approach. The significant assumptions used in the valuation included GFT’s cash flows that reflect the approved business gain of $2 million
during the first quarter
plan, discounted of 2022.
at a rate Weused
typically estimated the fair value
for a company of GFT in negotiations with Magna based on the income
like GFT.
approach. The significant assumptions used in the valuation included GFT’s cash flows that reflect the approved business
plan,Argo
discounted
AI, LLC at a rateAI”).
(“Argo typically used1,for2020,
On June a company like GFT.
we completed a transaction with VW that resulted in Ford and VW holding
equal interests in Argo AI, which together comprised a majority ownership of the entity. See Note 14 for more information
Argo
about ourAI, LLC (“Argo
retained AI”). On
investment JuneAI1,following
in Argo 2020, wethis
completed a transaction with VW that resulted in Ford and VW holding
transaction.
equal interests in Argo AI, which together comprised a majority ownership of the entity. See Note 14 for more information
aboutCredit
Ford our retained
Segmentinvestment in Argo AI following this transaction.

FordInCredit Segment
the first quarter of 2020, Ford Credit completed the sale of its wholly-owned subsidiary Forso Nordic AB,
recognizing a pre-tax loss of $4 million, reported in Other income/(loss), net, and cash proceeds of $1.3 billion.
In the first quarter of 2020, Ford Credit completed the sale of its wholly-owned subsidiary Forso Nordic AB,
recognizing a pre-tax loss of $4 million, reported in Other income/(loss), net, and cash proceeds of $1.3 billion.

169

169

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 23. ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
NOTES TO THE FINANCIAL STATEMENTS
NOTEThe23. ACCUMULATED
changes OTHER
in the balances COMPREHENSIVE
for each INCOME/(LOSS)
component of accumulated other comprehensive income/(loss) attributable to
Ford Motor Company for the years ended December 31 were as follows (in millions):
The changes in the balances for each component of accumulated other comprehensive income/(loss) attributable to
2020 2021 2022
Ford Motor Company for the years ended December 31 were as follows (in millions):
Foreign currency translation
2020 2021 2022
Beginning balance $ (4,626) $ (5,526) $ (5,487)
Foreign currency translation
Gains/(Losses) on foreign currency translation (1,107) 200 (1,199)
Beginning balance $ (4,626) $ (5,526) $ (5,487)
Less: Tax/(Tax benefit) (a) (206) 143 (2)
Gains/(Losses) on foreign currency translation (1,107) 200 (1,199)
Net gains/(losses) on foreign currency translation (901) 57 (1,197)
Less: Tax/(Tax benefit) (a) (206) 143 (2)
(Gains)/Losses reclassified from AOCI to net income (b) 1 (18) 268
Net gains/(losses) on foreign currency translation (901) 57 (1,197)
Other comprehensive income/(loss), net of tax (c) (900) 39 (929)
(Gains)/Losses reclassified from AOCI to net income (b) 1 (18) 268
Ending balance $ (5,526) $ (5,487) $ (6,416)
Other comprehensive income/(loss), net of tax (c) (900) 39 (929)
Ending balance
Marketable securities $ (5,526) $ (5,487) $ (6,416)
Beginning balance $ 71 $ 156 $ (19)
Marketable securities
Gains/(Losses) on available for sale securities 155 (209) (576)
Beginning balance $ 71 $ 156 $ (19)
Less: Tax/(Tax benefit) 37 (52) (139)
Gains/(Losses) on available for sale securities 155 (209) (576)
Net gains/(losses) on available for sale securities 118 (157) (437)
Less: Tax/(Tax benefit) 37 (52) (139)
(Gains)/Losses reclassified from AOCI to net income (45) (23) 19
Net gains/(losses) on available for sale securities 118 (157) (437)
Less: Tax/(Tax benefit) (12) (5) 5
(Gains)/Losses reclassified from AOCI to net income (45) (23) 19
Net (gains)/losses reclassified from AOCI to net income (33) (18) 14
Less: Tax/(Tax benefit) (12) (5) 5
Other
Net comprehensive
(gains)/losses income/(loss),
reclassified nettoofnet
from AOCI taxincome 85
(33) (175)
(18) (423)
14
Ending balance
Other comprehensive income/(loss), net of tax $ 156
85 $ (19) $
(175) (442)
(423)
Ending balance
Derivative instruments $ 156 $ (19) $ (442)
Beginning
Derivativebalance
instruments $ (488) $ (266) $ (193)
Gains/(Losses)
Beginning balanceon derivative instruments $ 207 $
(488) (169)
(266) $ 346
(193)
Less: Tax/(Tax benefit)
Gains/(Losses) on derivative instruments 39
207 (20)
(169) 83
346
Net gains/(losses) on derivative instruments
Less: Tax/(Tax benefit) 168
39 (149)
(20) 263
83
(Gains)/Losses reclassified
Net gains/(losses) from AOCI
on derivative to net income
instruments 66
168 280
(149) 80
263
Less: Tax/(Tax benefit)
(Gains)/Losses reclassified from AOCI to net income 12
66 58
280 21
80
Net (gains)/losses
Less: reclassified from AOCI to net income (d)
Tax/(Tax benefit) 54
12 222
58 59
21
Other
Net comprehensive
(gains)/losses income/(loss),
reclassified nettoofnet
from AOCI taxincome (d) 222
54 73
222 322
59
Ending balance
Other comprehensive income/(loss), net of tax $ (266)
222 $ (193)
73 $ 129
322
Ending balance $ (266) $ (193) $ 129
Pension and other postretirement benefits
Beginning balance
Pension and other postretirement benefits $ (2,685) $ (2,658) $ (2,640)
Prior service
Beginning (costs)/credits arising during the period
balance $ (21) $
(2,685) — $
(2,658) —
(2,640)
Less: Tax/(Tax
Prior service benefit)
(costs)/credits arising during the period (6)
(21) — —
Net prior
Less: service
Tax/(Tax (costs)/credits arising during the period
benefit) (15)
(6) — —
Amortization and recognition
Net prior service of prior
(costs)/credits service
arising costs/(credits)
during the period (e) 63
(15) 27
— 21

Less: Tax/(Tax
Amortization benefit)
and recognition of prior service costs/(credits) (e) 10
63 6
27 4
21
Net prior
Less: service
Tax/(Tax costs/(credits) reclassified from AOCI to net income
benefit) 53
10 21
6 17
4
Net prior service
Translation impactcosts/(credits) reclassified from AOCI to net income
on non-U.S. plans 53
(11) 21
(3) 17
13
Translation impact on non-U.S.
Other comprehensive plans net of tax
income/(loss), (11)
27 (3)
18 13
30
EndingOther comprehensive income/(loss), net of tax
balance $ 27 $
(2,658) 18 $
(2,640) 30
(2,610)
Ending balance $ (2,658) $ (2,640) $ (2,610)
Total AOCI ending balance at December 31 $ (8,294) $ (8,339) $ (9,339)
Total AOCI ending balance at December 31
__________ $ (8,294) $ (8,339) $ (9,339)
(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
__________
(a) foreseeable future. However,
We do not recognize deferred we have
taxes for made elections
a majority of thetoforeign
tax certain non-U.S.
currency operations
translation gainssimultaneously in U.S.we
and losses because taxdoreturns, and have
not anticipate recorded
reversal in the
deferred taxes
foreseeable for temporary
future. However,differences
we have made that will reverse,
elections independent
to tax of repatriation
certain non-U.S. plans,
operations in U.S. tax returns.
simultaneously in U.S. Taxes or tax and
tax returns, benefits
haveresulting
recordedfrom
foreign
deferredcurrency
taxes fortranslation
temporaryofdifferences
the temporarythat differences
will reverse,are recorded inofOther
independent comprehensive
repatriation income/(loss),
plans, in U.S. tax returns.netTaxes
of tax.or tax benefits resulting from
(b) Reclassified to Other
foreign currency income/(loss),
translation net.
of the temporary differences are recorded in Other comprehensive income/(loss), net of tax.
(c)
(b) Excludes a loss
Reclassified of $1 income/(loss),
to Other million, a gain net.
of $4 million, and a loss of $4 million related to noncontrolling interests in 2020, 2021, and 2022, respectively.
(d)
(c) Reclassified
Excludes a lossto Cost sales. aDuring
of $1ofmillion, gain ofthe
$4next twelve
million, andmonths
a loss ofwe$4expect
milliontorelated
reclassify existing net losses
to noncontrolling on cash
interests flow2021,
in 2020, hedges andof2022,
$160 respectively.
million. See
(d) Note 20 for additional
Reclassified to Cost ofinformation.
sales. During the next twelve months we expect to reclassify existing net losses on cash flow hedges of $160 million. See
(e) Amortization and recognition
Note 20 for additional of prior service costs/(credits) is included in the computation of net periodic pension cost/(income). See Note 17 for
information.
(e) additional information.
Amortization and recognition of prior service costs/(credits) is included in the computation of net periodic pension cost/(income). See Note 17 for
additional information.

170
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191177_Ford_2022_AR_1OK_R3.indd 174 2/22/23 8:50 PM


FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 24. VARIABLE INTEREST ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 24. isVARIABLE
A VIE an entity thatINTEREST ENTITIES
either (i) has insufficient equity to finance its activities without additional subordinated
financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. We
A VIE is VIEs
consolidate an entity that either
of which we are(i)thehas insufficient
primary equity toWe
beneficiary. finance its activities
consider ourselves without additional
the primary subordinated
beneficiary of a VIE
financial support, or (ii) has equity investors who lack the characteristics of a controlling financial
when we have both the power to direct the activities that most significantly impact the entity’s economic performanceinterest. We
consolidate VIEs of which we are the primary beneficiary. We consider ourselves the primary beneficiary
and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant of a VIE to
when we have both the power to direct the activities that most significantly impact the entity’s economic
the VIE. Assets recognized as a result of consolidating these VIEs do not represent additional assets that could be performance
and
usedthe obligation
to satisfy to absorb
claims againstlosses or the right
our general to receive
assets. benefits
Liabilities from the
recognized as entity that
a result of could potentially
consolidating thesebe significant
VIEs do notto
the VIE. Assets recognized as a result of consolidating these VIEs do not represent additional
represent additional claims on our general assets; rather, they represent claims against the specific assets of theassets that could be
used to satisfy
consolidated claims against our general assets. Liabilities recognized as a result of consolidating these VIEs do not
VIEs.
represent additional claims on our general assets; rather, they represent claims against the specific assets of the
consolidated
We have VIEs.
the power to direct the significant activities of an entity when our management has the ability to make key
operating decisions, such as decisions regarding budgets, capital investment, manufacturing, or product development.
We have the power
For securitization to we
entities, direct thethe
have significant
power toactivities of an entity
direct significant when our
activities management
when we have thehas the to
ability ability to make key
exercise
operating decisions,
discretion such of
in the servicing asfinancial
decisions regarding
assets, issuebudgets, capital
additional debt,investment, manufacturing,
exercise a unilateral or product
call option, development.
add assets to
For securitization
revolving entities,
structures, we have
or control the power
investment to direct significant activities when we have the ability to exercise
decisions.
discretion in the servicing of financial assets, issue additional debt, exercise a unilateral call option, add assets to
revolving structures,
VIEs of Which or control
We are Not theinvestment decisions.
Primary Beneficiary

VIEsCertain
of Which Weaffiliates
of our are Notare theVIEs
Primary Beneficiary
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
Certain loans,
receivable, of our and
affiliates are VIEs
guarantees in which
and we billion
was $2.8 are notand
the$1.0
primary beneficiary.
billion at December Our31,
maximum
2021 andexposure to any
2022, respectively,
potential losses associated with these unconsolidated affiliates is limited to our equity investments, accounts
of which $113 million of guarantees related to certain obligations of our VIEs in 2022 are also included in Note 25. The
receivable,inloans,
decrease maximum and guarantees
exposure fromandDecember
was $2.8 billion andis$1.0
31, 2021 billionexplained
primarily at December 31, AI
by Argo 2021 and
(see 2022,
Note 14),respectively,
partially
of which $113 million of guarantees related to certain
offset by the investment in BlueOval SK (as described below). obligations of our VIEs in 2022 are also included in Note 25. The
decrease in maximum exposure from December 31, 2021 is primarily explained by Argo AI (see Note 14), partially
offset
OnbyJuly
the 13,
investment
2022, Ford, in BlueOval SK (as
SK On Co., Ltd.,described below).America, Inc. (a wholly owned subsidiary of SK On)
and SK Battery
completed the creation of BlueOval SK, LLC, a 50/50 joint venture that will build and operate electric vehicle battery
OninJuly
plants 13, 2022,
Tennessee Ford,
and SK Onto
Kentucky Co., Ltd.,batteries
supply and SK Battery
to FordAmerica,
and FordInc. (a wholly
affiliates. owned SK
BlueOval subsidiary of SKinterest
is a variable On)
completed the creation of BlueOval SK, LLC, a 50/50 joint venture that will build and operate electric vehicle
entity of which we are not the primary beneficiary, and we use the equity method of accounting for our investment. As battery
plants in Tennessee
of December andFord
31, 2022, Kentucky to supply batteries
has contributed to Ford
to BlueOval and Ford
SK $691 affiliates.
million BlueOval
of its agreed SKcontribution
capital is a variableofinterest
up to
entity of which we are not the primary beneficiary, and we use the equity
$6.6 billion through 2026, subject to any adjustments agreed to by the parties. method of accounting for our investment. As
of December 31, 2022, Ford has contributed to BlueOval SK $691 million of its agreed capital contribution of up to
$6.6
VIEs billion through
of Which 2026,
We are thesubject to any
Primary adjustments agreed to by the parties.
Beneficiary

VIEsSecuritization
of Which WeEntities.
are the Through
Primary Ford
Beneficiary
Credit, we securitize, transfer, and service financial assets associated with
consumer finance receivables, operating leases, and wholesale loans. Our securitization transactions typically involve
Securitization
the legal financialThrough
transfer ofEntities. Ford
assets to Credit, we
bankruptcy securitize,
remote SPEs.transfer, and service
We generally retainfinancial
a portionassets
of theassociated
economic with
consumer finance receivables, operating leases, and wholesale loans. Our securitization
interests in the asset-backed securitization transactions, which could be retained in the form of a portion transactions typically involve
of the senior
the legal transfer of financial assets to bankruptcy remote SPEs. We generally retain a portion of the
interests, the subordinated interests, cash reserve accounts, residual interests, and servicing rights. The transfers of economic
interests
assets in in
ourthe asset-backed
securitization securitization
transactions transactions,
do not qualify forwhich could sale
accounting be retained in the
treatment. In form
mostofcases,
a portion of the senior
the bankruptcy
interests,
remote the subordinated
SPEs interests,
meet the definition cashforreserve
of VIEs which we accounts,
are theresidual
primary interests, and
beneficiary servicing
and, rights.
therefore, are The transfers ofWe
consolidated.
assets infor
account ourallsecuritization
securitizationtransactions
transactionsdo asnot qualify
if they wereforsecured
accounting sale treatment.
financing In most
and therefore cases, the
the assets, bankruptcy
liabilities, and
remote activity
related SPEs meet the definition
of these of VIEs
transactions for which we in
are consolidated are thefinancial
our primarystatements.
beneficiary and,
See therefore,
Note 19 forare consolidated. We
additional
account for on
information all securitization
the accounting transactions as if they
for asset-backed debtwere
and secured
the assetsfinancing
securingand therefore
this debt. the assets, liabilities, and
related activity of these transactions are consolidated in our financial statements. See Note 19 for additional
information on the accounting for asset-backed debt and the assets securing this debt.

171

171

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 25. COMMITMENTS AND CONTINGENCIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 25. COMMITMENTS
Commitments AND CONTINGENCIES
and contingencies primarily consist of guarantees and indemnifications, litigation and claims, and
warranty and field service actions.
Commitments and contingencies primarily consist of guarantees and indemnifications, litigation and claims, and
warranty andand
Guarantees fieldIndemnifications
service actions.

Guarantees
Financialand Indemnifications
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
Financialpayments
of expected Guarantees. Financial
resulting guarantees
from possible and events
default indemnifications are recorded
over the remaining at the
life of fair guarantee.
value at theirThe
inception.
maximum
Subsequent to initial recognition, the guarantee liability is adjusted at each reporting period
potential payments for financial guarantees were $357 million and $518 million at December 31, 2021 and to reflect the current
2022,estimate
of expected payments resulting from possible default events over the remaining life of the guarantee. The maximum
respectively. The carrying value of recorded liabilities related to financial guarantees was $36 million and $31 million at
potential
December payments
31, 2021for financial
and guarantees were $357 million and $518 million at December 31, 2021 and 2022,
2022, respectively.
respectively. The carrying value of recorded liabilities related to financial guarantees was $36 million and $31 million at
December 31, 2021
Our financial and 2022,
guarantees respectively.
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
varyOur financial
through 2037,guarantees consistwill
and guarantees of debt and lease
terminate obligations
on payment of certain
and/or joint ventures,
cancellation as well as
of the underlying certain financial
obligation. A payment
obligations
by us would be triggered by failure of the joint venture or other third party to fulfill its obligation coveredExpiration
of outside third parties, including suppliers, to support our business and economic growth. dates
by the guarantee.
vary through 2037, and guarantees will terminate on payment and/or cancellation of the underlying
In some circumstances, we are entitled to recover from a third party amounts paid by us under the guarantee. 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,
Non-Financial we are entitled
Guarantees. to recover
Non-financial from a third
guarantees and party amounts paid
indemnifications areby us under
recorded atthe
fairguarantee.
value at their
inception. We regularly review our performance risk under these arrangements, and in the event it becomes probable we
Non-Financial
will be underNon-financial
Guarantees.
required to perform guarantees
a guarantee or indemnity,and
the indemnifications are payment
amount of probable recorded isatrecorded.
fair value at
Thetheir
maximum
inception. We regularly review our performance risk under these arrangements, and in the event it
potential payments for non-financial guarantees were $453 million and $273 million at December 31, 2021 andbecomes probable
2022, we
will be required to perform under a guarantee or indemnity, the amount of probable payment is recorded. The
respectively. The carrying value of recorded liabilities related to non-financial guarantees was $38 million and $0 atmaximum
potential
December payments
31, 2021for non-financial
and guarantees were $453 million and $273 million at December 31, 2021 and 2022,
2022, respectively.
respectively. The carrying value of recorded liabilities related to non-financial guarantees was $38 million and $0 at
December 31,in2021
Included and 2022,
the $273 millionrespectively.
of maximum potential payments at December 31, 2022 are guarantees for the resale
value of vehicles sold in certain arrangements to daily rental companies. The maximum potential payment of $267 million
as ofIncluded
Decemberin the
31,$273
2022million of maximum
represents the totalpotential
proceedspayments at December
we guarantee 31,company
the rental 2022 arewill
guarantees
receive onfor the resale
resale.
value of vehicles
Reflecting sold in
our present certain of
estimate arrangements
proceeds thetorental
daily rental companies.
companies The on
will receive maximum potential
resale from third payment of $267
parties, we do notmillion
as of December
expect 31, to
we will have 2022
payrepresents the total proceeds we guarantee the rental company will receive on resale.
under the guarantee.
Reflecting our present estimate of proceeds the rental companies will receive on resale from third parties, we do not
expect we ordinary
In the will havecourse
to pay of
under the guarantee.
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
In the ordinary
not limited to claimscourse
relatingofto
business, wefollowing:
any of the execute contracts involving
environmental, tax,indemnifications
and shareholderstandard
matters;inintellectual
the industry and
property
indemnifications
rights; power generation contracts; governmental regulations and employment-related matters; dealer, supplier, and
specific to a transaction, such as the sale of a business. These indemnifications might include and are
other
not limited to claims relating to any of the following: environmental, tax, and shareholder matters; intellectual
commercial contractual relationships; and financial matters, such as securitizations. Performance under these indemnities property
rights; power
generally would generation contracts;
be triggered governmental
by a breach of contractregulations and employment-related
claim brought matters; adealer,
by a counterparty, including supplier,
joint venture orand other
alliance
commercial contractual relationships; and financial matters, such as securitizations. Performance under
partner, or a third-party claim. While some of these indemnifications are limited in nature, many of them do not limit these indemnities
generally would be triggered
potential payment. Therefore,bywe a breach of contract
are unable claimabrought
to estimate maximum by amount
a counterparty,
of futureincluding
paymentsa joint venture
that could or alliance
result from
partner, or a third-party claim. While some
claims made under these unlimited indemnities. 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.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 25. COMMITMENTS AND CONTINGENCIES
NOTES TO THE(Continued)
FINANCIAL STATEMENTS
NOTE 25. and
Litigation COMMITMENTS
Claims AND CONTINGENCIES (Continued)

Litigation
Variousand Claims
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
Various governmental
warranties; legal actions, regulations
proceedings, and claims
relating (generally,
to safety, “matters”)
emissions, areeconomy
and fuel pending or or may
otherbe instituted
matters; or asserted
government
against us. These include, but are not limited to, matters arising out of alleged defects in our products;
incentives; tax matters, including trade and customs; alleged illegal acts resulting in fines or penalties; financial services;product
warranties; governmental
employment-related matters;regulations relating to
dealer, supplier, andsafety,
otheremissions,
contractualand fuel economy
relationships; or otherproperty
intellectual matters; rights;
government
incentives;
environmental matters; shareholder or investor matters; and financial reporting matters. Certain of the pending services;
tax matters, including trade and customs; alleged illegal acts resulting in fines or penalties; financial legal
employment-related
actions are, or purport matters; dealer,
to be, class supplier,
actions. and other
Some of thecontractual relationships;
matters involve intellectual
or may involve claimsproperty rights;
for compensatory, punitive,
environmental matters;
or antitrust or other trebleshareholder
damages in or very
investor
largematters;
amounts,and
orfinancial
demands reporting
for field matters. Certainenvironmental
service actions, of the pending legal
actions are, or
remediation purport to
programs, be, classloss
sanctions, actions. Some of the
of government matters involve
incentives, or may or
assessments, involve
other claims for compensatory,
relief, which, punitive,
if granted, would
or antitrust or other treble
require very large expenditures.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
Thevery large
extent expenditures.
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
The extent
historical of our suggests
experience financial exposure to these
that in most matters
instances is difficult
the amount to estimate.
asserted is not Many matters
a reliable do not
indicator ofspecify a dollar
the ultimate
amount
outcome. 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
We the
nature, accrue for matters
specific when
facts and losses are deemed
circumstances asserted,probable and reasonably
the likelihood that we willestimable. In the
prevail, and evaluating
severitymatters for accrual
of any potential
and disclosure purposes, we take into consideration factors such as
loss. We reevaluate and update our accruals as matters progress over time. 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.For
We reevaluate
the majority ofand updatewhich
matters, our accruals asarise
generally matters
out progress
of allegedover time.in our products, we establish an accrual based
defects
on our extensive historical experience with similar matters. We do not believe there is a reasonably possible outcome
For theinmajority
materially of our
excess of matters, which
accrual generally
for these arise out of alleged defects in our products, we establish an accrual based
matters.
on our extensive historical experience with similar matters. We do not believe there is a reasonably possible outcome
materially
For theinremaining
excess of matters,
our accrual for these
where matters.experience with similar matters is of more limited value (i.e., “non-
our historical
pattern matters”), we evaluate the matters primarily based on the individual facts and circumstances. For non-pattern
For the
matters, we remaining matters,there
evaluate whether where
is our historical experience
a reasonable possibility ofwith similar matters
a material is of more
loss in excess limited
of any value
accrual (i.e.,
that can“non-
be
pattern matters”),
estimated. we evaluate
Our estimate the matters
of reasonably primarily
possible lossbased on the
in excess of individual facts
our accruals forand circumstances.
all material For non-pattern
matters currently reflects
matters,tax,
indirect we customs,
evaluate whether there ismatters,
and regulatory a reasonable possibility
for which of a material
we estimate loss in excess
the aggregate of a
risk to be any accrual
range of upthat can be
to about
estimated.
$2 billion. Our estimate of reasonably possible loss in excess of our accruals for all material matters currently reflects
indirect tax, customs, and regulatory matters, for which we estimate the aggregate risk to be a range of up to about
$2 billion.
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 As noted,
matter therequire
could litigation processsubstantially
payment is subject toinmany uncertainties,
excess andthat
of the amount the we
outcome of individual
have accrued matters
and/or is not
disclosed.
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.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 25. COMMITMENTS AND CONTINGENCIES
NOTES TO THE(Continued)
FINANCIAL STATEMENTS
NOTE 25. and
Warranty COMMITMENTS
Field ServiceAND CONTINGENCIES (Continued)
Actions

Warranty and Field


We accrue Service Actions
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
We accrue
regarding the estimated
the nature, frequency,cost of both
and basecost
average warranty coverages
of claims for eachand field line
vehicle service actions
by model at the
year. We time of sale.our
establish We
establish our estimate of base warranty obligations using a patterned estimation model, using historical information
estimates of field service action obligations using a patterned estimation model, using historical information regarding the
regarding the nature,
nature, frequency, frequency,
severity, and average
and average cost
cost of of claims
claims for each
for each modelvehicle
year. line by model
In addition, year.
from time Weto establish our
time, we issue
estimates of field service action obligations using a patterned estimation model, using historical information
extended warranties at our expense, the estimated cost of which is accrued at the time of issuance. Warranty and field regarding the
nature, frequency, severity, and average cost of claims for each model year. In addition, from time to
service action obligations are reported in Other liabilities and deferred revenue. We reevaluate the adequacy of our time, we issue
extended
accruals onwarranties
a regularat our expense, the estimated cost of which is accrued at the time of issuance. Warranty and field
basis.
service action obligations are reported in Other liabilities and deferred revenue. We reevaluate the adequacy of our
accruals on a regular
We recognize the basis.
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
We recognize
are reported the and
in Trade benefit from
other a recoverynet
receivables, of and
the costs
Otherassociated
assets. 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
The estimate and
of our otherwarranty
future receivables, net and
and field Other
service assets.
action costs, net of estimated supplier recoveries, for the years
ended December 31 was as follows (in millions):
The estimate of our future warranty and field service action costs, net of estimated supplier recoveries, for the years
2021 2022
ended December 31 was as follows (in millions):
Beginning balance $ 8,172 $ 8,451
2021 2022
Payments made during the period (3,952) (4,166)
Beginning balance $ 8,172 $ 8,451
Changes in accrual related to warranties issued during the period 4,102 4,028
Payments made during the period (3,952) (4,166)
Changes in accrual related to pre-existing warranties 221 1,134
Changes in accrual related to warranties issued during the period 4,102 4,028
Foreign currency translation and other (92) (254)
Changes in accrual related to pre-existing warranties 221 1,134
Ending balance $ 8,451 $ 9,193
Foreign currency translation and other (92) (254)
Ending balance $ 8,451 $ 9,193
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
Changes
satisfaction to our is
actions estimated costs
a range of are
up to reported
about $700as changes
million in aggregate.
in the 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 in the aggregate.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 26. SEGMENT INFORMATIONNOTES TO THE FINANCIAL STATEMENTS

NOTE We26. SEGMENT


report segmentINFORMATION
information consistent with the way our chief operating decision maker (“CODM”) evaluates the
operating results and performance of the Company. Accordingly, we analyze the results of our business through the
We report
following segment
segments: information
Automotive, consistent
Mobility, and with
Fordthe way our
Credit. chief
Items notoperating decision
included within ourmaker (“CODM”)
segments evaluates
are reported andthe
operating
reviewed asresults and
part of performance
Corporate of Interest
Other, the Company. Accordingly,
on Debt, and Specialwe analyze the results of our business through the
Items.
following segments: Automotive, Mobility, and Ford Credit. Items not included within our segments are reported and
reviewed as part1,of2023,
On January Corporate Other, Interest
we implemented on Debt,
a new and Special
operating Items.
model and reporting structure. With this change, we will
analyze the results of our business through the following reportable segments: Ford Blue, Ford Model e, and Ford Pro
On January
(combined, 1, 2023,
replacing the we implemented
Automotive a newFord
segment); operating model and Mobility);
Next (previously reporting and
structure. With this
Ford Credit. Aschange,
a result we will
of the
analyze the results of our business through the following reportable segments: Ford Blue, Ford Model
change, beginning with our Quarterly Report on Form 10-Q for the quarter ending March 31, 2023, we will report our e, and Ford Pro
(combined, replacing the Automotive segment); Ford Next (previously Mobility); and Ford Credit. As a
results in these five reportable segments. Company adjusted earnings before interest and taxes (“EBIT”) will include theresult of the
change,
financial beginning with our
results of these fiveQuarterly Report
reportable on Form
segments and10-Q for theOther,
Corporate quarter andending Marchwill
net income 31,comprise
2023, wethewillfinancial
report ourresults
results
of the five reportable segments and Corporate Other, as well as Interest on Debt, Special Items, and Taxes. include the
in these five reportable segments. Company adjusted earnings before interest and taxes (“EBIT”) will
financial results of these five reportable segments and Corporate Other, and net income will comprise the financial results
of the five reportable
Below segments
is a description of ourand Corporate
reportable Other, as
segments andwell as Interest
other activitiesonasDebt, Special Items,
of December and Taxes.
31, 2022.

Below is a description of our reportable segments and other activities as of December 31, 2022.
Automotive Segment

Automotive Segment
The Automotive segment primarily includes the sale of Ford and Lincoln vehicles, service parts, and accessories
worldwide, together with the associated costs to develop, manufacture, distribute, and service the vehicles, parts, and
The Automotive
accessories. segmentincludes
This segment primarily includesand
revenues the costs
sale ofrelated
Ford and Lincoln
to our vehicles,vehicle
electrification serviceprograms
parts, andand
accessories
enterprise
worldwide, together
connectivity. with theincludes
The segment associated costs to develop,
the following regional manufacture, distribute,
business units: and service
North America, SouththeAmerica,
vehicles,Europe,
parts, and
China
accessories.
(including This segment
Taiwan), includes revenues
and the International Marketsand costs related to our electrification vehicle programs and enterprise
Group.
connectivity. The segment includes the following regional business units: North America, South America, Europe, China
(includingSegment
Mobility Taiwan), and the International Markets Group.

Mobility Segment
The Mobility segment primarily includes development costs for Ford’s autonomous vehicles and related businesses,
Ford’s equity ownership in Argo AI (a developer of autonomous driving systems), and other mobility businesses and
The Mobility
investments. Forsegment primarily
additional includes
information development
about costs
our investment in for Ford’s
Argo autonomous
AI, see Note 14. vehicles and related businesses,
Ford’s equity ownership in Argo AI (a developer of autonomous driving systems), and other mobility businesses and
investments. For additional information about our investment in Argo AI, see Note 14.
Ford Credit Segment

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

Corporate Other
Corporate Other primarily includes corporate governance expenses, interest income (excluding interest earned on our
extended service contract portfolio that is included in our Automotive segment) and gains and losses from our cash, cash
Corporate
equivalents, andOther primarilysecurities
marketable includes (excluding
corporate governance expenses,
gains and losses interest income
on investments (excluding
in equity interest
securities), andearned
foreignon our
extended service contract portfolio that is included in our Automotive segment) and gains and
exchange derivatives gains and losses associated with intercompany lending. Corporate governance expenses losses from our cash,
are cash
equivalents, and marketable securities (excluding gains and losses on investments in equity securities), and foreign
primarily administrative, delivering benefit on behalf of the global enterprise, that are not allocated to operating segments.
exchange derivatives
These include gains
expenses and losses
related associated
to setting with intercompany
and directing lending. Corporate
global policy, providing governance
oversight and expenses
stewardship, are
and promoting
primarily administrative, delivering benefit on behalf of the global enterprise, that are not allocated to operating
the Company’s interests. Corporate Other assets include: cash, cash equivalents, and marketable securities; tax related segments.
These
assets;include expenses related
other investments; to setting
and other assets and directingcentrally.
managed 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;
Interestother investments; and other assets managed centrally.
on Debt

Interest on Debt
Interest on Debt is presented as a separate reconciling item and consists of interest expense on Company debt
excluding Ford Credit. The underlying liability is reported in the Automotive segment and in Corporate Other.
Interest on Debt is presented as a separate reconciling item and consists of interest expense on Company debt
excluding Ford Credit. The underlying liability is reported in the Automotive segment and in Corporate Other.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 26. SEGMENT INFORMATIONNOTES
(Continued)
TO THE FINANCIAL STATEMENTS
NOTE 26.
Special SEGMENT INFORMATION (Continued)
Items

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, dealer-
Special
related costs, Items
and are presented as
facility-related a separate
charges reconciling
stemming from ouritem. They
efforts to consist of (i) pension
match production and OPEB
capacity remeasurement
and cost structure to
gains and losses, (ii) gains and losses on investments in equity securities, (iii) significant
market demand and changing model mix, and (iv) other items that we do not necessarily consider to be indicativepersonnel expenses, dealer-
of
related costs, and facility-related charges stemming from our efforts to match production capacity
earnings from ongoing operating activities. Our management ordinarily excludes these items from its review of the resultsand cost structure to
market demand and changing model mix, and (iv) other items that we do not necessarily consider
of the operating segments for purposes of measuring segment profitability and allocating resources. We also report these to be indicative of
earnings fromseparately
special items ongoing operating activities.track
to help investors Ouramounts
management ordinarily
related to theseexcludes
activitiesthese
and toitems
allowfrom its review
investors of the our
analyzing results
of the operating segments for purposes of measuring segment profitability and allocating resources.
results to identify certain infrequent significant items that they may wish to exclude when considering the trend of ongoing We also report these
special items
operating results.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.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 26. SEGMENT INFORMATIONNOTES
(Continued)
TO THE FINANCIAL STATEMENTS
NOTE
Key26. SEGMENT
financial INFORMATION
information (Continued)
for the years ended or at December 31 was as follows (in millions):
Ford Corporate Interest Special Eliminations/
Key financial information for the years ended
Automotive Mobilityor at Credit
DecemberOther
31 was as
onfollows
Debt (inItems
millions): Adjustments Total
2020 Ford Corporate Interest Special Eliminations/
Automotive Mobility Credit Other on Debt Items Adjustments Total
Revenues $ 115,894 $ 47 $ 11,203 $ — $ — $ — $ — $ 127,144
2020
Income/(Loss) before income taxes 1,706 (1,052) 2,608 (726) (1,649) (2,003) (a) — (1,116)
Revenues $ 115,894 $ 47 $ 11,203 $ — $ — $ — $ — $ 127,144
Depreciation and tooling
Income/(Loss) before income taxes
amortization 1,706
5,209 (1,052)
8 2,608
3,269 (726)
52 (1,649)
— (2,003)
236 (a) — (1,116)
8,774
Interest expense
Depreciation and tooling — — 3,402 — 1,649 — — 5,051
amortization 5,209 8 3,269 52 — 236 — 8,774
Investment-related interest income 158 — 94 200 — — — 452
Interest expense — — 3,402 — 1,649 — — 5,051
Equity in net income/(loss) of
Investment-related
affiliated companiesinterest income 158
296 —
(133) 94
20 200
1 — —
(142) — 452
42
Cash
Equityoutflow for capital spending
in net income/(loss) of 5,483 44 40 175 — — — 5,742
affiliated companies 296 (133) 20 1 — (142) — 42
Total assets 62,741 3,459 157,637 45,410 — — (1,986) (b) 267,261
Cash outflow for capital spending 5,483 44 40 175 — — — 5,742
Total assets 62,741 3,459 157,637 45,410 — — (1,986) (b) 267,261
2021
Revenues $ 126,150 $ 118 $ 10,073 $ — $ — $ — $ — $ 136,341
2021
Income/(Loss) before income taxes 7,397 (1,030) 4,717 (1,084) (1,803) 9,583 (c) — 17,780
Revenues $ 126,150 $ 118 $ 10,073 $ — $ — $ — $ — $ 136,341
Depreciation and tooling
Income/(Loss) before income taxes
amortization 7,397
5,024 (1,030)
8 4,717
1,666 (1,084)
53 (1,803)
— 9,583
567 (c) — 17,780
7,318
Interest expense
Depreciation and tooling — — 2,790 — 1,803 — — 4,593
amortization 5,024 8 1,666 53 — 567 — 7,318
Investment-related interest income 112 — 38 104 — — — 254
Interest expense — — 2,790 — 1,803 — — 4,593
Equity in net income/(loss) of
Investment-related
affiliated companiesinterest income 112
567 —
(258) 38
31 104
2 — —
(15) — 254
327
Cash
Equityoutflow for capital spending
in net income/(loss) of 5,979 46 44 158 — — — 6,227
affiliated companies 567 (258) 31 2 — (15) — 327
Total assets 68,969 3,325 134,428 51,730 — — (1,417) (b) 257,035
Cash outflow for capital spending 5,979 46 44 158 — — — 6,227
Total assets 68,969 3,325 134,428 51,730 — — (1,417) (b) 257,035
2022
Revenues $ 148,980 $ 99 $ 8,978 $ — $ — $ — $ — $ 158,057
2022
Income/(Loss) before income taxes 9,692 (926) 2,657 (1,008) (1,259) (12,172) (d) — (3,016)
Revenues $ 148,980 $ 99 $ 8,978 $ — $ — $ — $ — $ 158,057
Depreciation and tooling
Income/(Loss) before income taxes
amortization 9,692
5,159 (926)
5 2,657
2,281 (1,008)
72 (1,259)
— (12,172)
157 (d) — (3,016)
7,674
Interest expense
Depreciation and tooling — — 3,334 — 1,259 — — 4,593
amortization 5,159 5 2,281 72 — 157 — 7,674
Investment-related interest income 75 — 178 386 — — — 639
Interest expense — — 3,334 — 1,259 — — 4,593
Equity in net income/(loss) of
Investment-related
affiliated companiesinterest income 75
667 —
(315) 178
27 386
1 — — (e)
(3,263) — 639
(2,883)
Cash
Equityoutflow for capital spending
in net income/(loss) of 6,284 23 58 204 — 297 — 6,866
affiliated companies 667 (315) 27 1 — (3,263) (e) — (2,883)
Total assets 69,933 392 137,954 49,132 — — (1,527) (b) 255,884
Cash outflow for capital spending 6,284 23 58 204 — 297 — 6,866
__________
TotalPrimarily
(a) assets reflects Global Redesign actions, 69,933 392 adjustments
mark-to-market 137,954 for our49,132
global pension and— OPEB plans,— and the field(1,527)
service(b)
action255,884
for
Takata airbag inflators, partially offset by the gain on our investment in Argo AI as a result of the transaction with Argo AI and VW in the second
__________
(a) quarter
Primarilyofreflects
2020. Global Redesign actions, mark-to-market adjustments for our global pension and OPEB plans, and the field service action for
(b) Primarily includes
Takata airbag eliminations
inflators, partiallyofoffset
intersegment transactions
by the gain occurringinin
on our investment the AI
Argo ordinary course
as a result of business.
of the transaction with Argo AI and VW in the second
(c) Primarily
quarter ofreflects
2020. gains/(losses) on our Rivian investment and mark-to-market adjustments for our global pension and OPEB plans, partially offset
(b) by Globalincludes
Primarily Redesign actions andofthe
eliminations loss on extinguishment
intersegment transactions of debt. in the ordinary course of business.
occurring
(d)
(c) Primarily
Primarily reflects
reflects gains/(losses)
gains/(losses) onon our
our Rivian
Rivian investment
investment and
and the impairment of
mark-to-market our Argo AIfor
adjustments equity method
our global investment.
pension and OPEB plans, partially offset
(e) Primarily
by Globalreflects
Redesigntheactions
impairment
and theof our Argo
loss AI equity method
on extinguishment of investment.
debt.
(d) Primarily reflects gains/(losses) on our Rivian investment and the impairment of our Argo AI equity method investment.
(e) Primarily reflects the impairment of our Argo AI equity method investment.

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FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTE 26. SEGMENT INFORMATIONNOTES
(Continued)
TO THE FINANCIAL STATEMENTS
NOTE 26. SEGMENT
Geographic INFORMATION (Continued)
Information

Geographic
We reportInformation
revenue on a “where-sold” basis, which reflects the revenue within the country in which the ultimate sale or
financing is made to our external customer.
We report revenue on a “where-sold” basis, which reflects the revenue within the country in which the ultimate sale or
financing is made torevenues
Total Company our external
andcustomer.
long-lived assets, split geographically by our country of domicile (the United States) and
other countries where our major subsidiaries are domiciled, for the years ended December 31 were as follows
Total Company revenues and long-lived assets, split geographically by our country of domicile (the United States) and
(in millions):
other countries where our major subsidiaries are domiciled, for the years ended December 31 were as follows
2020 2021 2022
(in millions):
Long-Lived Long-Lived Long-Lived
Revenues2020Assets (a) Revenues2021Assets (a) Revenues2022Assets (a)
United States $ 82,535 $Long-Lived
45,360 $ 87,012 $Long-Lived
44,271 $ 105,481 $Long-Lived
41,925
Revenues Assets (a) Revenues Assets (a) Revenues Assets (a)
Canada 8,711 5,111 11,153 5,773 12,590 5,739
United States $ 82,535 $ 45,360 $ 87,012 $ 44,271 $ 105,481 $ 41,925
United Kingdom 6,110 1,401 7,607 1,383 8,220 1,264
Canada 8,711 5,111 11,153 5,773 12,590 5,739
Germany 6,526 3,197 6,237 2,708 6,471 2,483
United Kingdom 6,110 1,401 7,607 1,383 8,220 1,264
Mexico 1,030 3,669 1,440 3,903 1,813 4,255
Germany 6,526 3,197 6,237 2,708 6,471 2,483
All Other 22,232 6,296 22,892 5,462 23,482 4,371
Mexico 1,030 3,669 1,440 3,903 1,813 4,255
Total Company $ 127,144 $ 65,034 $ 136,341 $ 63,500 $ 158,057 $ 60,037
All Other 22,232 6,296 22,892 5,462 23,482 4,371
__________
(a) Total Company
Includes $ from
Net property and Net investment in operating leases 127,144 $ 65,034
our consolidated $ sheets.
balance 136,341 $ 63,500 $ 158,057 $ 60,037
__________
(a) Includes Net property and Net investment in operating leases from our consolidated balance sheets.

178

178

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FORD MOTOR COMPANY AND SUBSIDIARIES
Schedule II — Valuation and Qualifying Accounts
(in millions)
Balance at Charged to
Beginning of Costs and Balance at End
Description Period Expenses Deductions of Period
For the Year Ended December 31, 2020
Allowances deducted from assets
Credit losses $ 530 $ 840 $ 38 (a) $ 1,332
Doubtful receivables 49 28 20 (b) 57
Inventories (primarily service part obsolescence) 462 226 (c) — 688
Deferred tax assets 843 1,301 (d) 163 1,981
Total allowances deducted from assets $ 1,884 $ 2,395 $ 221 $ 4,058

For the Year Ended December 31, 2021


Allowances deducted from assets
Credit losses $ 1,332 $ (306) $ 100 $ 926
Doubtful receivables 57 3 13 (b) 47
Inventories (primarily service part obsolescence) 688 36 (c) — 724
Deferred tax assets 1,981 (670) (d) 244 1,067
Total allowances deducted from assets $ 4,058 $ (937) $ 357 $ 2,764

For the Year Ended December 31, 2022


Allowances deducted from assets
Credit losses $ 926 $ 50 $ 119 $ 857
Doubtful receivables 47 57 11 (b) 93
Inventories (primarily service part obsolescence) 724 (6) (c) — 718
Deferred tax assets 1,067 (242) (d) 3 822
Total allowances deducted from assets $ 2,764 $ (141) $ 133 $ 2,490
_________
(a) Finance receivables deemed to be uncollectible and other changes, principally amounts related to finance receivables sold and translation
adjustments. For the year ended 2020, includes $(252) million related to the adoption of ASU 2016-13 for cumulative pre-tax adjustments recorded
to retained earnings as of January 1, 2020.
(b) Accounts receivable deemed to be uncollectible as well as translation adjustments.
(c) Net change in inventory allowances, including translation adjustments.
(d) Change in valuation allowance on deferred tax assets including translation adjustments.

179

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Exhibit 4-B

DESCRIPTION OF THE REGISTRANT’S SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934

As of December 31, 2022, Ford Motor Company (“Ford,” the “Company,” “we,” “our,” “us”) had four
securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(i) Common Stock, $0.01 par value per share (“Common Stock”), (ii) 6.200% Notes due June 1, 2059 (the “June
2059 Notes”), (iii) 6.000% Notes due December 1, 2059 (the “December 2059 Notes”), and (iv) 6.500% Notes due
August 15, 2062 (the “2062 Notes”). Each of the Company’s securities registered under Section 12 of the
Exchange Act is listed on The New York Stock Exchange.

DESCRIPTION OF CAPITAL STOCK


This section contains a description of our capital stock. This description includes not only our Common
Stock, but also our Class B Stock, par value $0.01 per share (“Class B Stock”) and preferred stock, certain terms of
which affect the Common Stock, and the preferred share purchase rights, one of which is attached to each share of
our Common Stock. The following summary of the terms of our capital stock is not meant to be complete and is
qualified by reference to our restated certificate of incorporation and the preferred share rights plan.

Our authorized capital stock currently consists of 6,000,000,000 shares of Common Stock, 530,117,376
shares of Class B Stock and 30,000,000 shares of preferred stock.

As of December 31, 2022, we had outstanding 3,915,319,662 shares of Common Stock and 70,852,076
shares of Class B Stock. No shares of preferred stock were outstanding.

Common Stock and Class B Stock

Rights to Dividends and on Liquidation. Each share of Common Stock and Class B Stock is entitled to
share equally in dividends (other than dividends declared with respect to any outstanding preferred stock) when and
as declared by our board of directors, except as stated below under the subheading “Stock Dividends.”

Upon liquidation, subject to the rights of any other class or series of stock having a preference on
liquidation, each share of Common Stock will be entitled to the first $.50 available for distribution to common and
Class B stockholders, each share of Class B Stock will be entitled to the next $1.00 so available, each share of
Common Stock will be entitled to the next $.50 available and each share of common and Class B Stock will be
entitled to an equal amount after that.

Voting — General. All general voting power is vested in the holders of Common Stock and the holders of
Class B stock, voting together without regard to class, except as stated below in the subheading “Voting by Class.”
The voting power of the shares of stock is determined as described below. However, we could in the future create a
series of preferred stock with voting rights equal to or greater than our Common Stock or Class B stock.

Each holder of Common Stock is entitled to one vote per share, and each holder of Class B Stock is entitled
to a number of votes per share derived by a formula contained in our restated certificate of incorporation. As long
as at least 60,749,880 shares of Class B Stock remain outstanding, the formula will result in holders of Class B
Stock having 40% of the general voting power and holders of Common Stock and, if issued, any preferred stock
with voting power having 60% of the general voting power.

If the number of outstanding shares of Class B Stock falls below 60,749,880, but remains at least
33,749,932, then the formula will result in the general voting power of holders of Class B Stock declining to 30% and
the general voting power of holders of Common Stock and, if issued, any preferred stock with voting power
increasing to 70%.

If the number of outstanding shares of Class B Stock falls below 33,749,932, then each holder of Class B
Stock will be entitled to only one vote per share.

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Based on the number of shares of Class B Stock and Common Stock outstanding as of
December 31, 2022, each holder of Class B Stock would be entitled to 36.840 votes per share on any matter
submitted for a vote of shareholders. Of the outstanding Class B Stock as of December 31, 2022, 70,778,212
shares were held in a voting trust. The trust requires the trustee to vote all the shares in the trust as directed by
holders of a plurality of the shares in the trust.

Non-Cumulative Voting Rights. Our Common Stock and Class B stock do not and will not have
cumulative voting rights. This means that the holders who have more than 50% of the votes for the election of
directors can elect 100% of the directors if they choose to do so.

Voting by Class. If we want to take any of the following actions, we must obtain the vote of the holders of
a majority of the outstanding shares of Class B stock, voting as a class:
• issue any additional shares of Class B Stock (with certain exceptions);
• reduce the number of outstanding shares of Class B Stock other than by holders of Class B Stock
converting Class B Stock into Common Stock or selling it to the Company;
• change the capital stock provisions of our restated certificate of incorporation;
• merge or consolidate with or into another corporation;
• dispose of all or substantially all of our property and assets;
• transfer any assets to another corporation and in connection therewith distribute stock or other
securities of that corporation to our stockholders; or
• voluntarily liquidate or dissolve.

Voting Provisions of Delaware Law. In addition to the votes described above, any special requirements
of Delaware law must be met. The Delaware General Corporation Law contains provisions on the votes required to
amend certificates of incorporation, merge or consolidate, sell, lease or exchange all or substantially all assets, and
voluntarily dissolve.

Ownership and Conversion of Class B Stock. In general, only members of the Ford family or their
descendants or trusts or corporations in which they have specified interests can own or be registered as record
holders of shares of Class B stock, or can enjoy for their own benefit the special rights and powers of Class B stock.
A holder of shares of Class B Stock can convert those shares into an equal number of shares of Common Stock for
the purpose of selling or disposing of those shares. Shares of Class B Stock acquired by the Company or
converted into Common Stock cannot be reissued by the Company.

Preemptive and Other Subscription Right. Holders of Common Stock do not have any right to purchase
additional shares of Common Stock if we sell shares to others. If, however, we sell Class B Stock or obligations or
shares convertible into Class B Stock (subject to the limits on who can own Class B Stock described above), then
holders of Class B Stock will have a right to purchase, on a ratable basis and at a price just as favorable, additional
shares of Class B Stock or those obligations or shares convertible into Class B stock.

In addition, if shares of Common Stock (or shares or obligations convertible into such stock) are offered to
holders of Common Stock , then we must offer to the holders of Class B Stock shares of Class B Stock (or shares or
obligations convertible into such stock), on a ratable basis, and at the same price per share.

Stock Dividends. If we declare and pay a dividend in our stock, we must pay it in shares of Common
Stock to holders of Common Stock and in shares of Class B Stock to holders of Class B stock.

Ultimate Rights of Holders of Class B Stock. If and when the number of outstanding shares of Class B
Stock falls below 33,749,932, the Class B Stock will become freely transferable and will become substantially
equivalent to Common Stock. At that time, holders of Class B Stock will have one vote for each share held, will
have no special class vote, will be offered Common Stock if Common Stock is offered to holders of Common Stock,
will receive Common Stock if a stock dividend is declared, and will have the right to convert such shares into an
equal number of shares of Common Stock irrespective of the purpose of conversion.

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Miscellaneous; Dilution. If we increase the number of outstanding shares of Class B Stock (by, for
example, doing a stock split or stock dividend), or if we consolidate or combine all outstanding shares of Class B
Stock so that the number of outstanding shares is reduced, then the threshold numbers of outstanding Class B
Stock (that is, 60,749,880 and 33,749,932) that trigger voting power changes will automatically adjust by a
proportionate amount.

Preferred Stock

We may issue preferred stock from time to time in one or more series, without stockholder approval.
Subject to limitations prescribed by law, our board of directors is authorized to fix for any series of preferred stock
the number of shares of such series and the designation, relative powers, preferences and rights, and the
qualifications, limitations, or restrictions of such series.

Preferred Share Purchase Rights

On September 11, 2009, we entered into a Tax Benefit Preservation Plan, which Tax Benefit Preservation
Plan was last amended on September 9, 2021 (as amended, the “Plan”) with Computershare Trust Company, N.A.,
as rights agent, and our Board of Directors declared a dividend of one preferred share purchase right (the “Rights”)
for each outstanding share of Common Stock, and each outstanding share of Class B Stock under the terms of the
Plan. Each share of Common Stock we issue will be accompanied by a Right. Each Right entitles the registered
holder to purchase from us one one-thousandth of a share of our Series A Junior Participating Preferred Stock, par
value $1.00 per share at a purchase price of $35.00 per one one-thousandth of a share of Preferred Stock, subject
to adjustment. The description and terms of the Rights are set forth in the Plan.

Until the earlier to occur of (i) the close of business on the tenth business day following the public
announcement that a person or group has become an “Acquiring Person” by acquiring beneficial ownership of
4.99% or more of the outstanding shares of Common Stock (or the Board becoming aware of an Acquiring Person,
as defined in the Plan) or (ii) the close of business on the tenth business day (or, except in certain circumstances,
such later date as may be specified by the Board) following the commencement of, or announcement of an intention
to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a
person or group (with certain exceptions) of 4.99% or more of the outstanding shares of Common Stock (the earlier
of such dates being called the “Distribution Date”), the Rights will be evidenced, with respect to Common Stock and
Class B Stock certificates outstanding as of the Record Date (or any book-entry shares in respect thereof), by such
Common Stock or Class B Stock certificate (or registration in book-entry form) together with the summary of rights
(“Summary of Rights”) describing the Plan and mailed to stockholders of record on the Record Date, and the Rights
will be transferable only in connection with the transfer of Common Stock or Class B stock. Any person or group
that beneficially owned 4.99% or more of the outstanding shares of Common Stock on September 11, 2009 are not
deemed an Acquiring Person unless and until such person or group acquires beneficial ownership of additional
shares of Common Stock representing one-half of one percent (0.5%) or more of the shares of Common Stock
then outstanding. Under the Plan, the Board may, in its sole discretion, exempt any person or group from being
deemed an Acquiring Person for purposes of the Plan if the Board determines that such person’s or group’s
ownership of Common Stock will not jeopardize or endanger our availability, or otherwise limit in any way the use of,
our net operating losses, tax credits and other tax assets (the “Tax Attributes”).

The Plan provides that, until the Distribution Date (or earlier expiration or redemption of the Rights), the
Rights will be attached to and will be transferred with and only with the Common Stock and Class B stock. Until the
Distribution Date (or the earlier expiration or redemption of the Rights), new shares of Common Stock and Class B
Stock issued after the Record Date upon transfer or new issuances of Common Stock and Class B Stock will
contain a notation incorporating the Plan by reference (with respect to shares represented by certificates) or notice
thereof will be provided in accordance with applicable law (with respect to uncertificated shares). Until the
Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates representing
shares of Common Stock and Class B Stock outstanding as of the Record Date, even without such notation or a
copy of the Summary of Rights, or the transfer by book-entry of any uncertificated shares of Common Stock and
Class B stock, will also constitute the transfer of the Rights associated with such shares. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to
holders of record of the Common Stock and Class B Stock as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.

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The Rights are not exercisable until the Distribution Date. The Rights will expire upon the earliest of the
close of business on September 30, 2024 (unless that date is advanced or extended by the Board), the time at
which the Rights are redeemed or exchanged under the Plan, the repeal of Section 382 of the Internal Revenue
Code of 1986, as amended, or any successor statute if the Board determines that the Plan is no longer necessary
for the preservation of our Tax Attributes, or the beginning of our taxable year to which the Board determines that no
Tax Attributes may be carried forward.

The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property
issuable, upon exercise of the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to
holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price,
or securities convertible into Preferred Stock with a conversion price, less than the then-current market price of the
Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or
warrants.

The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common
Stock and Class B Stock payable in shares of Common Stock or Class B Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the Distribution Date.

Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of
Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of
the greater of (a) $10.00 per share, and (b) an amount equal to 1,000 times the dividend declared per share of
Common Stock . In the event of our liquidation, dissolution or winding up, the holders of the Preferred Stock will be
entitled to a minimum preferential payment of the greater of (a) $1.00 per share (plus any accrued but unpaid
dividends), and (b) an amount equal to 1,000 times the payment made per share of Common Stock . Each share of
Preferred Stock will have 1,000 votes, voting together with the Common Stock and Class B stock. Finally, in the
event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are
converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received
per share of Common Stock. These rights are protected by customary antidilution provisions.

Because of the nature of the Preferred Stock’s dividend, liquidation and voting rights, the value of the one
one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate
the value of one share of Common Stock.

In the event that any person or group becomes an Acquiring Person, each holder of a Right, other than
Rights beneficially owned by the Acquiring Person (which will thereupon become null and void), will thereafter have
the right to receive upon exercise of a Right (including payment of the Purchase Price) that number of shares of
Common Stock having a market value of two times the Purchase Price.

At any time after any person or group becomes an Acquiring Person but prior to the acquisition by such
Acquiring Person of beneficial ownership of 50% or more of the voting power of the shares of Common Stock and
Class B Stock then outstanding, the Board may exchange the Rights (other than Rights owned by such Acquiring
Person, which will have become null and void), in whole or in part, for shares of Common Stock or Preferred Stock
(or a series of our preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one
share of Common Stock or Class B stock, or a fractional share of Preferred Stock (or other stock) equivalent in
value thereto, per Right (subject to adjustment for stock splits, stock dividends and similar transactions).

With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock, Common
Stock or Class B Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one
one-thousandth of a share of Preferred Stock, which may, at our election, be evidenced by depositary receipts), and
in lieu thereof an adjustment in cash will be made based on the current market price of the Preferred Stock, the
Common Stock or Class B stock.

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At any time prior to the time an Acquiring Person becomes such, the Board may redeem the Rights in
whole, but not in part, at a price of $0.001 per Right (the “Redemption Price”) payable, at our option, in cash, shares
of Common Stock or such other form of consideration as the Board shall determine. The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption Price.

For so long as the Rights are then redeemable, we may, except with respect to the Redemption Price,
amend the Plan in any manner. After the Rights are no longer redeemable, we may, except with respect to the
Redemption Price, amend the Plan in any manner that does not adversely affect the interests of holders of the
Rights (other than the Acquiring Person).

Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as our stockholder,
including, without limitation, the right to vote or to receive dividends.

DESCRIPTION OF DEBT SECURITIES

We issue debt securities in one or more series under an Indenture dated as of January 30, 2002 (the
“Indenture”) between us and The Bank of New York Mellon as successor trustee to JPMorgan Chase Bank. The
Indenture may be supplemented from time to time.

The Indenture is a contract between us and The Bank of New York Mellon acting as Trustee. The Trustee
has two main roles. First, the Trustee can enforce debtholders’ rights against us if an “Event of Default” described
below occurs. Second, the Trustee performs certain administrative duties for us. The Indenture is summarized
below.

The June 2059 Notes

We issued $750,000,000 aggregate principal amount of the June 2059 Notes on May 28, 2019. The
maturity date of the June 2059 Notes is June 1, 2059, and interest at a rate of 6.200% per annum is paid quarterly
on March 1, June 1, September 1, and December 1 of each year, beginning on September 1, 2019, and on the
maturity date. The June 2059 Notes are redeemable at our option on June 1, 2024 and on any day thereafter, in
whole or in part, at 100% of their principal amount plus accrued and unpaid interest. The June 2059 Notes are not
subject to repayment at the option of the holder at any time prior to maturity. As of January 31, 2023, $750,000,000
aggregate principal amount of the June 2059 Notes was outstanding.

The December 2059 Notes

We issued $800,000,000 aggregate principal amount of the December 2059 Notes on December 11, 2019.
The maturity date of the December 2059 Notes is December 1, 2059, and interest at a rate of 6.000% per annum is
paid quarterly on March 1, June 1, September 1, and December 1 of each year, beginning on March 1, 2020, and
on the maturity date. The December 2059 Notes are redeemable at our option on December 1, 2024 and on any
day thereafter, in whole or in part, at 100% of their principal amount plus accrued and unpaid interest. The
December 2059 Notes are not subject to repayment at the option of the holder at any time prior to maturity. As of
January 31, 2023, $800,000,000 aggregate principal amount of the December 2059 Notes was outstanding.

The 2062 Notes

We issued $600,000,000 aggregate principal amount of the 2062 Notes on August 15, 2022. The maturity
date of the 2062 Notes is August 15, 2062, and interest at a rate of 6.500% per annum is paid quarterly on February
15, May 15, August 15, and November 15 each year, beginning on November 15, 2022, and on the maturity date.
The 2062 Notes are redeemable at our option on August 15, 2027, and on any day thereafter, in whole or in part, at
100% of their principal amount plus accrued and unpaid interest. The 2062 Notes are not subject to repayment at
the option of the holder at any time prior to maturity. As of January 31, 2023, $600,000,000 aggregate principal
amount of 2062 Notes was outstanding.

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General
The Indenture does not limit the amount of debt securities that may be issued under it. Therefore,
additional debt securities may be issued under the Indenture.

The debt securities are our unsecured obligations. Senior debt securities rank equally with our other
unsecured and unsubordinated indebtedness (parent company only).

Principal (and premium, if any) and interest, if any, will be paid by us in immediately available funds. The
Indenture does not contain any provisions that give debtholders protection in the event we issue a large amount of
debt or we are acquired by another entity.

Limitation on Liens
The Indenture restricts our ability to pledge some of our assets as security for other debt. Unless we secure
the debt securities on an equal basis, the restriction does not permit us to have or guarantee any debt that is
secured by (1) any of our principal U.S. plants or (2) the stock or debt of any of our subsidiaries that own or lease
one of these plants. This restriction does not apply until the total amount of our secured debt plus the discounted
value of the amount of rent we must pay under sale and leaseback transactions involving principal U.S. plants
exceeds 5% of our consolidated net tangible automotive assets. This restriction also does not apply to any of the
following:

• liens of a company that exist at the time such company becomes our subsidiary;
• liens in our favor or in the favor of our subsidiaries;
• certain liens given to a government;
• liens on property that exist at the time we acquire the property or liens that we give to secure our
paying for the property; and
• any extension or replacement of any of the above.

Limitation on Sales and Leasebacks

The Indenture prohibits us from selling and leasing back any principal U.S. plant for a term of more than
three years. This restriction does not apply if:

• we could create secured debt in an amount equal to the discounted value of the rent to be paid
under the lease without violating the limitation on liens provision discussed above;
• the lease is with or between any of our subsidiaries; or
• within 120 days of selling the U.S. plant, we retire our funded debt in an amount equal to the net
proceeds from the sale of the plant or the fair market value of the plant, whichever is greater.

Merger and Consolidation

The Indenture prohibits us from merging or consolidating with any company, or selling all or substantially all
of our assets to any company, if after we do so the surviving company would violate the limitation on liens or the
limitation on sales and leasebacks discussed above. This does not apply if the surviving company secures the debt
securities on an equal basis with the other secured debt of the company.

Events of Default and Notice Thereof

The Indenture defines an “Event of Default” as being any one of the following events:

• failure to pay interest for 30 days after becoming due;


• failure to pay principal or any premium for five business days after becoming due;
• failure to make a sinking fund payment for five days after becoming due;
• failure to perform any other covenant applicable to the debt securities for 90 days after notice;
• certain events of bankruptcy, insolvency or reorganization; and
• any other Event of Default provided in the prospectus supplement.

An Event of Default for a particular series of debt securities will not necessarily constitute an Event of
Default for any other series of debt securities issued under the Indenture.

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If an Event of Default occurs and continues, the Trustee or the holders of at least 25% of the total principal
amount of the series may declare the entire principal amount (or, if they are Original Issue Discount Securities (as
defined in the Indenture), the portion of the principal amount as specified in the terms of such series) of all of the
debt securities of that series to be due and payable immediately. If this happens, subject to certain conditions, the
holders of a majority of the total principal amount of the debt securities of that series can void the declaration.

The Indenture provides that within 90 days after default under a series of debt securities, the Trustee will
give the holders of that series notice of all uncured defaults known to it. (The term “default” includes the events
specified above without regard to any period of grace or requirement of notice.) The Trustee may withhold notice of
any default (except a default in the payment of principal, interest or any premium) if it believes that it is in the
interest of the holders.

Annually, we must send to the Trustee a certificate describing any existing defaults under the Indenture.
Other than its duties in case of a default, the Trustee is not obligated to exercise any of its rights or powers
under the Indenture at the request, order or direction of any holders, unless the holders offer the Trustee reasonable
protection from expenses and liability. If they provide this reasonable indemnification, the holders of a majority of
the total principal amount of any series of debt securities may direct the Trustee how to act under the Indenture.

Defeasance and Covenant Defeasance

We have two options to discharge our obligations under a series of debt securities before their maturity
date. These options are known as “defeasance” and “covenant defeasance”. Defeasance means that we will be
deemed to have paid the entire amount of the applicable series of debt securities and we will be released from all of
our obligations relating to that series (except for certain obligations, such as registering transfers of the securities).
Covenant defeasance means that as to the applicable series of debt securities we will not have to comply with the
covenants described above under Limitation on Liens, Limitation on Sales and Leasebacks and Merger and
Consolidation.

To elect either defeasance or covenant defeasance for any series of debt securities, we must deposit with
the Trustee an amount of money and/or U.S. government obligations that will be sufficient to pay principal, interest
and any premium or sinking fund payments on the debt securities when those amounts are scheduled to be paid. In
addition, we must provide a legal opinion stating that as a result of the defeasance or covenant defeasance
debtholders will not be required to recognize income, gain or loss for federal income tax purposes and debtholders
will be subject to federal income tax on the same amounts, in the same manner and at the same times as if the
defeasance or covenant defeasance had not occurred. For defeasance, that opinion must be based on either an
Internal Revenue Service ruling or a change in law since the date the debt securities were issued. We must also
meet other conditions, such as there being no Events of Default. The amount deposited with the Trustee can be
decreased at a later date if in the opinion of a nationally recognized firm of independent public accountants the
deposits are greater than the amount then needed to pay principal, interest and any premium or sinking fund
payments on the debt securities when those amounts are scheduled to be paid.

Our obligations relating to the debt securities will be reinstated if the Trustee is unable to pay the debt
securities with the deposits held in trust, due to an order of any court or governmental authority. It is possible that a
series of debt securities for which we elect covenant defeasance may later be declared immediately due in full
because of an Event of Default (not relating to the covenants that were defeased). If that happens, we must pay the
debt securities in full at that time, using the deposits held in trust or other money.

Modification of the Indenture

With certain exceptions, our rights and obligations and debtholders’ rights under a particular series of debt
securities may be modified with the consent of the holders of not less than two-thirds of the total principal amount of
those debt securities. No modification of the principal or interest payment terms, and no modification reducing the
percentage required for modifications, will be effective against debtholder without debtholders’ consent.

191177_Ford_2022_AR_1OK_R1.indd 190 2/6/23 1:36 PM


Global Securities

The debt securities of each series has been issued in the form of one or more global certificates which have
been deposited with The Depository Trust Company, New York, New York (“DTC”), which acts as depositary for the
global certificates. Beneficial interests in global certificates will be shown on, and transfers of global certificates will
be effected only through, records maintained by DTC and its participants. Therefore, if debtholders wish to own
debt securities that are represented by one or more global certificates, debtholders can do so only indirectly or
“beneficially” through an account with a broker, bank or other financial institution that has an account with DTC (that
is, a DTC participant) or through an account directly with DTC if such debtholder is a DTC participant.

While the debt securities are represented by one or more global certificates:
• Debtholders will not be able to have the debt securities registered in their name.
• Debtholders will not be able to receive a physical certificate for the debt securities.
• Our obligations, as well as the obligations of the Trustee and any of our agents, under the debt
securities will run only to DTC as the registered owner of the debt securities. For example, once we
make payment to DTC, we will have no further responsibility for the payment even if DTC or a
debtholder’s broker, bank or other financial institution fails to pass it on so that such debtholder
receives it.
• Debtholders’ rights under the debt securities relating to payments, transfers, exchanges and other
matters will be governed by applicable law and by the contractual arrangements between the
debtholder and such debtholder’s broker, bank or other financial institution, and/or the contractual
arrangements a debtholder or any debtholder’s broker, bank or financial institution has with DTC.
Neither we nor the Trustee has any responsibility for the actions of DTC or any debtholder’s broker,
bank or financial institution.
• Debtholders may not be able to sell their interests in the debt securities to some insurance
companies and others who are required by law to own their debt securities in the form of physical
certificates.
• Because the debt securities will trade in DTC’s Same-Day Funds Settlement System, when a
debtholder buys or sells interests in the debt securities, payment for them will have to be made in
immediately available funds. This could affect the attractiveness of the debt securities to others.

A global certificate generally can be transferred only as a whole, unless it is being transferred to certain
nominees of the depositary or it is exchanged in whole or in part for debt securities in physical form. If a global
certificate is exchanged for debt securities in physical form, they will be in denominations of $1,000 and integral
multiples thereof.

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191177_Ford_2022_AR_1OK_R1.indd 192 2/6/23 1:36 PM
Exhibit 10-R

FORD MOTOR COMPANY ANNUAL PERFORMANCE BONUS PLAN


(Amended and Restated as of January 1, 2023)
(Formerly known as the Ford Motor Company Annual Incentive Compensation Plan)

1. Purpose. This Plan, which shall be known as the "Ford Motor Company Annual Performance Bonus
Plan" (formerly known as the Ford Motor Company Annual Incentive Compensation Plan) and is hereinafter referred
to as the "Plan," is intended to increase shareholder value and the success of the Company by motivating
employees of the Company (1) to perform to the best of their abilities and (2) to achieve the Company’s short-term
performance objectives by incentivizing such employees to achieve certain short-term performance goals.

2. Definitions. As used in the Plan, the following terms shall have the following meanings, respectively:

(a) The term "Award" shall mean the cash compensation awarded under the Plan with respect to a
Performance Period to a Participant eligible under Section 5(b).

(b) The term "Business Performance Factor " shall mean, with respect to an Award to be made for a
Performance Period, the amount determined by the Committee pursuant to Section 9.

(c) The term "Committee" shall mean the Compensation, Talent and Culture Committee of the Board of
Directors or such other independent committee as may be designated by the Board of Directors to perform the
functions of the Compensation, Talent and Culture Committee with respect to this Plan.

(d) The term "Company" or "Ford" generally shall mean Ford Motor Company. When used in the Plan with
respect to employment, the term "Company" shall include Subsidiaries of the Company.

(e) The term "Employee" shall mean any person who is regularly employed by the Company or one of its
Subsidiaries at a salary (as distinguished from a pension, retirement allowance, severance pay, retainer,
commission, fee under a contract or other arrangement, or hourly, piecework or other wage) and is enrolled on the
active employment rolls of the Company or a Subsidiary, including, but without limitation, any employee who also is
an officer or director of the Company or one of its Subsidiaries.

(f) The term “Executive Participants” shall mean all Section 16 Persons and any other persons determined to
be “executive officers” by the Committee for purposes of the Committee Charter.

(g) The term “Joint Venture” shall mean an entity in which the Company owns (directly or indirectly) 50% or less
of the voting stock or capital and in which the Company is actively involved in the management of the entity through
Company employees or agents assigned to key positions (including board membership) within the entity, through
contractual arrangements or rights, or through other means, but does not include dealerships or distributorships of
the Company.

(h) The term "Participant" shall mean an Employee selected by the Committee to participate in the Plan for a
Performance Period.

(i) The term "Performance Criteria" shall mean, with respect to any Award for a Performance Period, one or
more of the following objective business criteria established by the Committee with respect to the Company and/or
any Subsidiary, division, business unit or component thereof upon which the Performance Goals for a Performance
Period are based: asset charge, asset turnover, automotive return on sales, capacity utilization, capital employed in
the business, capital spending, cash flow, cost structure improvements, complexity reductions, customer loyalty,
diversity, earnings growth, earnings per share, economic value added, environmental health and safety, facilities
and tooling spending, hours per vehicle, increase in customer base, inventory turnover, market price appreciation,
market share, net cash balance, net income, net income margin, net operating cash flow, operating profit margin,
order to delivery time, plant capacity, process time, profits before tax, quality/customer satisfaction, return on assets,
return on capital, return on equity, return on net operating assets, return on sales, revenue growth, sales margin,
sales volume, total shareholder return, vehicles per employee, warranty performance to budget, variable margin,
working capital, and any other criteria based on individual, business division, business unit, group or Company
performance selected by the Committee.

191177_Ford_2022_AR_1OK_R1.indd 193 2/6/23 1:36 PM


(j) The term "Performance Goals" shall mean the one or more goals established by the Committee based on
one or more Performance Criteria pursuant to Section 7 for the purpose of measuring performance in determining
the amount, if any, of an Award for a Performance Period.

(k) The term "Performance Formula" shall mean, with respect to a Performance Period, the one or more
objective formulas established by the Committee pursuant to Section 7 and applied against the Performance Goals
in determining whether and the extent to which Awards have been earned for the Performance Period.

(l) The term "Performance Period" or "Period" shall mean, with respect to which a particular Award may be
made under the Plan, the Company's fiscal year or any other period designated by the Committee for the purpose of
measuring performance against Performance Goals.

(m) The term “Retirement” shall mean for a U.S. Participant (i) hired or rehired prior to January 1, 2004, that the
Participant has met the minimum age and service requirements for early or normal retirement under the General
Retirement Plan or (ii) hired or rehired on or after January 1, 2004, that the Participant is at least age 55 with ten or
more years of continuous service or is age of 65 or older with five or more years of continuous service. For a non-
U.S. Participant, as retirement is defined by the Company or law in that region. The chief people and employee
experience officer of the Company (or such individual holding comparable roles in the event of a restructuring of
positions or re-designation of titles) shall have the binding authority to determine how many years of continuous
service a Participant has at any given time.

(n) The term "Section 16 Person" shall mean any employee who is subject to the reporting requirements of
Section 16(a) or the liability provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended.

(o) The term "Subsidiary" shall mean (i) any corporation a majority of the voting stock of which is owned or
controlled, directly or indirectly, by the Company or (ii) any limited liability company a majority of the membership
interest of which is owned or controlled, directly or indirectly, by the Company.

(p) The term "Target Award" shall mean, with respect to a Performance Period, the Target Award amount
established for each applicable leadership level, band, division or other group of participants by the Committee
pursuant to Section 6 hereof.

(q) The term “Termination of Employment” shall mean, subject to Section 13, the cessation of a Participant’s
employment relationship with the Company or a Subsidiary such that the Participant is determined by the Company
to no longer be an Employee of the Company or such Subsidiary, as applicable; provided, however, that, unless the
Company determines otherwise, such cessation of the Participant’s employment with the Company or a Subsidiary,
where the Participant’s employment for the Company continues at another Subsidiary, shall not be deemed a
cessation of employment or service that would constitute a Termination of Employment; provided, further, that a
Termination of Employment shall be deemed to occur for a Participant employed by a Subsidiary when the
Subsidiary ceases to be a Subsidiary unless such Participant’s employment continues with the Company or another
Subsidiary. The chief people and employee experience officer of the Company (or such individual holding
comparable roles in the event of a restructuring of positions or re-designation of titles) shall have the binding
authority to determine whether a Participant has had a cessation of his or her employment with the Company or a
Subsidiary.

3. Effective Date. This amendment and restatement of the Plan shall be effective as of January 1, 2023.

4. Administration.

(a) Committee is the Administrator. The Plan shall be administered by the Committee and anyone acting
pursuant to authority assigned by the terms of the Plan or delegated by the Committee. The members of the
Committee shall be appointed from time to time by, and serve at the pleasure of, the Board of Directors. All
decisions of the Committee, and its assignees or delegees, shall be final, conclusive and binding upon all parties,
including the Company, its stockholders and Participants and any beneficiaries thereof.

191177_Ford_2022_AR_1OK_R1.indd 194 2/6/23 1:36 PM


(b) Committee Authority. The Committee shall have all powers and discretion necessary or appropriate to
administer the Plan and to control its operation, including, but not limited to, the power to (i) determine which
Employees shall be granted Awards in respect of a Performance Period, (ii) prescribe the terms and conditions of
Awards, including whether, to what extent, and under what circumstances Awards may be forfeited or suspended,
(iii) interpret, administer, reconcile any inconsistency or correct any defect in the Plan and/or any Award granted
thereunder (including, without limitation, any agreement pursuant to which such Award is granted), (iv) adopt rules
for the administration, interpretation and application of the Plan as are consistent therewith, (v) interpret, amend, or
revoke any such rules, and (vi) make any other determination and take any other action that the Committee deems
necessary or desirable for the administration and/or operation of the Plan. The Committee may exercise its powers
and discretion hereunder in a non-uniform manner among Participants.

(c) Delegation by Committee. The Committee, in its sole discretion and on such terms and conditions as it may
provide, may delegate all or part of its authority and powers under the Plan to one or more committees, directors,
officers, and/or other employees of the Company except that any matters affecting Section 16 Persons or Executive
Participants shall remain with the Committee.

5. Eligibility.

(a) Eligibility to Participate. All Employees are eligible to be selected to participate in the Plan. The Committee
shall, in its sole discretion, designate which Employees will be Participants for the applicable Performance Period.
The Committee may, in its sole discretion, designate an employee of a Joint Venture a Participant for the applicable
Performance Period, and such employee will be treated as an Employee of the Company or a Subsidiary solely for
purposes of this Plan.

(b) Eligibility for Awards. An Award with respect to a Performance Period may be made pursuant to Section 11
of the Plan to (i) Participants for such Performance Period who shall have been an Employee at any time during
such Performance Period, or to (ii) the beneficiary or beneficiaries or legal representatives, as the Committee in its
sole discretion shall determine, of any such person whose employment shall have been terminated by reason of his
or her death during such Performance Period.

(c) Eligibility of Committee Members. No person while a member of the Committee shall be eligible to
participate under the Plan or receive an Award.

6. Determination of Target Awards. The Committee shall establish the Target Award for each applicable
leadership level, band, division, or other group of Employees selected to participate in the Plan with respect to a
Performance Period, subject to any limitations established by the Committee. The Target Award is the amount that
a Participant may earn under an Award if targeted performance levels are achieved (including corporate and
individual performance). Target Awards may be denominated as a percentage of base salary or a dollar amount, or
a combination thereof. The fact that a Target Award is established for a Participant's leadership level, band, division
or other group for a Performance Period shall not entitle such Participant to receive an Award.

7. Selection of Performance Criteria and Establishment of Performance Goals and Performance Formula;
Minimum Threshold Objective. The Committee shall select the Performance Criteria and establish the related
Performance Goals to be used to measure performance for a Performance Period and the Performance Formula to
be used to determine what portion, if any, of an Award has been earned for the Performance Period. The
Performance Criteria may be expressed in absolute terms or relate to the performance of other companies or to an
index. The Committee may establish a minimum threshold objective for any Performance Goal for any Performance
Period, which if not met, would result in no Award being made to any Participant with such Performance Goal for
such Performance Period. For purposes of clarity, the Performance Goals established by the Committee may be
(but need not be) different for each Performance Period and different Performance Goals may be applicable to
different Participants.

191177_Ford_2022_AR_1OK_R1.indd 195 2/6/23 1:36 PM


8. Adjustments to Performance Goals, Performance Formula or Performance Criteria. For purposes of
determining Awards, the Committee may adjust or modify any of the Performance Goals, Performance Formula
and/or the Performance Criteria for any Performance Period in order to prevent the dilution or enlargement of the
rights of such Participants under the Plan (i) in the event of, or in anticipation of, any unusual or extraordinary item,
transaction, event or development, (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring event
affecting the Company or the financial statements of the Company or Ford Motor Credit Company LLC, or in
anticipation of, changes in applicable laws, regulations, accounting principles or business conditions, and (iii) for any
other reason or circumstance deemed relevant to the Committee in its sole discretion.

9. Determination of Business Performance Factor. As soon as practicable following, but not later than the
December 31st immediately following, the end of a Performance Period, the Committee shall determine the
Business Performance Factor applicable for the Participant for the Performance Period against the accomplishment
of the related Performance Goals for such Participant. The Business Performance Factor shall not exceed 200%.
The Committee may, in its sole discretion, use a modified or adjusted Business Performance Factor for determining
the amount of individual Awards.

10. Determination of Individual Awards. Subject to achievement of any applicable minimum threshold
objectives established under Section 7, fulfillment of the conditions set forth in Section 13, and compliance with the
eligibility requirements set forth in Section 5(b), the Committee shall, as soon as practicable following, but not later
than the December 31st immediately following, the end of a Performance Period, determine the amount of each
Award to be made to a Participant under the Plan for the Performance Period, which amount shall, except as
otherwise provided below, be the Business Performance Factor multiplied by the Target Award determined for such
Participant for such Period pursuant to Section 9. The Committee may, in its sole discretion, reduce the amount of
any Award that otherwise would be awarded to any Participant for any Performance Period. In addition, the
Committee may, in its sole discretion, increase the amount of any Award that otherwise would be awarded to any
Participant for a Performance Period to an amount that is higher than the applicable Business Performance Factor
multiplied by the Target Award based on exceptional individual, unit, division, group or Company performance. A
Participant’s final Award may be adjusted up or down by their management to reflect their individual performance,
except that any matters affecting Section 16 Persons or Executive Participants shall remain with the Committee.
Individual Award amounts may be less than (including $0) or greater than 100% of the related Target Award.
Notwithstanding anything contained in the Plan to the contrary, the Committee may determine in its sole discretion
not to make an Award to a particular Participant or to all Participants selected to participate in the Plan for any
Performance Period.

11. Distribution and Form of Awards.

(a) Timing of Payment. Except as otherwise provided in Section 11(b) or in Section 13, distribution of Awards
for a Performance Period shall be made on, or as soon as practicable after, the distribution date for such Awards
determined by the Committee, which date shall be on or before March 15 following the end of the applicable
Performance Period, but in no event shall such date be later than the December 31 immediately following such
March 15, and shall be payable in cash. Except as otherwise provided herein, no Participant shall have the
unconditional right to an Award hereunder until the Performance Period has concluded and the exact amount of the
Award (if any) has been determined by the Committee in accordance with Section 10. Except as otherwise
provided in Section 12, payment of any Award is subject to continued active employment with the Company or any
of its Subsidiaries until the date the Award is paid.

(b) Mandatory Deferral of Awards. The Committee shall determine whether, and the extent to which, any
Awards under the Plan will be mandatorily deferred and the terms of any such deferral. In no event may any
mandatory deferral pursuant to this paragraph be made later than the last day of the sixth month of the applicable
Performance Period. Additionally, no mandatory deferral may be made pursuant to this paragraph if, at the time of
such mandatory deferral, the amount of any Award subject to such mandatory deferral is substantially certain. In all
events, any such deferral shall be effected pursuant to the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended ("Code").

12. Effect of Termination of Employment. Subject to Section 13, and unless otherwise determined by the
Committee in its sole discretion and as may be determined in any individual case, the following shall apply with
respect to a Participant’s Award upon such Participant’s Termination of Employment.

191177_Ford_2022_AR_1OK_R1.indd 196 2/6/23 1:36 PM


(a) Termination of Employment. Except as set forth below in Sections 12(b) and 12(c), in the event of the
Participant’s Termination of Employment for any reason, any unpaid portion of any Award shall be forfeited.

(b) Termination of Employment due to Death. Subject to Section 11, and any applicable deferral plan or
arrangement, and except as otherwise provided in Section 12(b)(i), if a Participant dies on or before the last day of
the Performance Period and before payment of his or her final Award, the Participant’s final Award will be
determined after the end of the Performance Period in accordance with Section 10 and will be prorated for the
number of months the Participant worked during the Performance Period. Such final Award shall be distributed in a
single lump sum cash payment in accordance with Section 11(a) and applicable law. Any such payment will be paid
at, or as soon as reasonably practicable after, such time as the Participant’s Award would have been paid to the
Participant if the Participant had survived and fulfilled all applicable conditions under Section 13 and any applicable
deferral plan or arrangement until the date of death.

(i) Designation of Beneficiaries by U.S. Participants. Notwithstanding the preceding language in this
Section 12(b), a Participant who is subject to U.S. laws may file a written beneficiary designation with the
Company (in such form and manner, and subject to such limitations, as the Committee may determine) to
designate a beneficiary or beneficiaries to receive any undistributed amount of an Award that was not
deferred under a Company deferral arrangement or plan and that would have been payable to such
Participant had the Participant survived and fulfilled all applicable conditions under Section 13 and any
applicable deferral plan or arrangement until the time of death. Any such beneficiary designation shall be
controlling; provided, however, that if applicable law requires the Company to pay all or any portion of such
an amount to the legal representative(s) of the Participant, such payment shall satisfy any and all liability
and/or obligation under the Plan with respect to such Participant. Participants may revoke or change such
a beneficiary designation from time to time. Subject to the provisions of Section 11, and any applicable
deferral plan or arrangement, upon the death of a Participant who has designated a beneficiary in
accordance with this Section 12(b)(i), the undistributed amount of such Participant's Award shall be
distributed to any surviving designated beneficiary or beneficiaries in a single lump sum cash payment in
accordance with Section 11(a) at, or as soon as reasonably practicable after, such time as the Participant’s
Award would have been paid to the Participant if such Participant had survived. If a Participant who is
subject to U.S. law does not file a written beneficiary designation in accordance with this Section 12(b)(i), or
such designated beneficiary does not survive the Participant, any undistributed amount of an Award that
otherwise would have been payable to such Participant shall be paid to such Participant’s legal estate.

(c) Termination of Employment due to Retirement. Subject to the conditions under Section 13, if a Participant
has a Termination of Employment due to a voluntary Retirement effective on or before the last day of the
Performance Period and before payment of his or her final Award, the Participant’s final Award will be determined
after the end of the Performance Period in accordance with Section 10 and will be prorated for the number of
months the Participant worked during the Performance Period. Payment of any such Award will be paid in
accordance with Section 11.

13. Conditions to Payment of Awards. As a condition precedent to the payment of the final Award, each
Participant shall refrain from engaging in any activity that is directly or indirectly in competition with any activity of
the Company or any Subsidiary thereof and shall refrain from acting in a manner inimical or in any way contrary to
the best interests of the Company, as determined under the sole discretion of the Committee or the chief people and
employee experience officer of the Company (or such individual holding comparable roles in the event of a
restructuring of positions or re-designation of titles). The Committee or the chief people and employee experience
officer of the Company (or such individual holding comparable roles in the event of a restructuring of positions or re-
designation of titles) may make such determination at any time prior to payment in full of an Award.

14. Limitations. A Participant shall not have any interest in any Award until it is distributed in accordance with
the Plan. The fact that an Employee has been selected to be a Participant for a Performance Period shall not in any
manner entitle such Participant to receive an Award for such period. The determination as to whether or not such
Participant shall be paid an Award for such Performance Period shall be determined solely in accordance with the
provisions of Sections 10 and 13 hereof. All payments and distributions to be made thereunder shall be paid from
the general assets of the Company. Nothing contained in the Plan, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any
employee, former employee or any other person. The Plan shall not constitute part of any Participant's or
Employee's employment contract with the Company or any participating Subsidiary. Participation in the Plan shall
not create or imply a right to continued employment.

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15. Withholding of Taxes, etc. The Company shall have the right to withhold an amount sufficient to satisfy any
federal, state or local income taxes, FICA or Medicare taxes, non-U.S. taxes or other amounts that the Company
may be required by law to pay with respect to any Award, including withholding payment from a Participant's current
compensation. The Company has no duty to design its compensation policies in a manner that minimizes an
individual’s tax liabilities, including tax liabilities arising as a result of any distribution or Awards under the Plan. No
claim shall be made against the Plan or the Company relating to tax liabilities arising from employment with the
Company and/or any compensation or benefit arrangements sponsored or maintained by the Company, including
this Plan.

16. No Assignment of Benefits. No rights or benefits under the Plan shall, except as otherwise specifically
provided by law, be subject to assignment (except for the designation of beneficiaries pursuant to Section 12(b)),
nor shall such rights or benefits be subject to attachment or legal process for or against a Participant or his or her
beneficiary or beneficiaries, as the case may be.

17. Administration Expense. The entire expense of offering and administering the Plan shall be borne by the
Company and its participating Subsidiaries.

18. Amendment, Modification, Suspension and Termination of the Plan; Rescissions and Corrections. The
Committee, at any time may terminate, and at any time and from time to time, and in any respect, may amend or
modify the Plan or suspend any of its provisions. The Committee at any time may rescind or correct any actions
made in error or that jeopardize the intended tax status or legal compliance of the Plan.

19. Indemnification and Exculpation.

(a) Indemnification. Each person who is or shall have been a member of the Committee, the chief people and
employee experience officer of the Company (or such individual holding comparable roles in the event of a
restructuring of positions or re-designation of titles), and anyone acting pursuant to authority delegated by the
Committee, shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability
or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from
any claim, action, suit or proceeding to which such person may be or become a party or in which such person may
be or become involved by reason of any action taken or failure to act under the Plan and against and from any and
all amounts paid by such person in settlement thereof (with the Company's written approval) or paid by such person
in satisfaction of a judgment in any such action, suit or proceeding, except a judgment in favor of the Company
based upon a finding of such person's lack of good faith; subject, however, to the condition that upon the institution
of any claim, action, suit or proceeding against such person, such person shall in writing give the Company an
opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and
defend it on such person's behalf. The right of indemnification shall not be exclusive of any other right to which
such person may be entitled as a matter of law or otherwise, or any power that the Company may have to indemnify
or hold such person harmless.

(b) Exculpation. Each member of the Committee, and anyone acting pursuant to authority delegated by the
Committee, shall be fully justified in relying or acting in good faith upon any information furnished in connection with
the administration of the Plan or any appropriate person or persons other than such person. In no event shall any
person who is or shall have been a member of the Committee, and anyone acting pursuant to authority delegated
by the Committee, be held liable for any determination made or other action taken or any omission to act in reliance
upon any such information, or for any action (including the furnishing of information) taken or any failure to act, if in
good faith.

20. Finality of Determinations. Each determination, interpretation or other action made or taken pursuant to the
provisions of the Plan by the Committee, and anyone acting pursuant to authority delegated by the Committee, shall
be final and shall be binding and conclusive for all purposes and upon all persons, including, but without limitation
thereto, the Company, its stockholders, the Committee and each of the members thereof, and anyone acting
pursuant to authority delegated by the Committee, and the directors, officers, and employees of the Company, the
Plan Participants, and their respective successors in interest.

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21. Code Section 409A. All Awards are intended to be exempt from, or in compliance with, Section 409A of the
Code, and the regulations issued thereunder, and the Plan is to be construed accordingly. The Company reserves
the right to take such action as the Company deems necessary or desirable to ensure Awards are exempt from, or
comply with, Code Section 409A, and the regulations issued thereunder. Notwithstanding the foregoing, any
employee or beneficiary receiving an Award shall be responsible for any taxes related to such distribution, including
any taxes under Code Section 409A.

22. Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of
Michigan.

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Exhibit 21
SUBSIDIARIES OF FORD MOTOR COMPANY AS OF JANUARY 31, 2023*
Organization Jurisdiction
CAB East LLC Delaware, U.S.A.
CAB West LLC Delaware, U.S.A.
Canadian Road Leasing Company Canada
FCCA Holdings Company Inc. Canada
FCE Bank plc England
FMC Automobiles SAS France
Ford Argentina S.C.A. Argentina
Ford Auto Securitization Trust Canada
Ford Automotive Finance (China) Limited China
Ford Bank GmbH Germany
Ford Component Sales, L.L.C. Delaware, U.S.A.
Ford Credit Auto Lease Two LLC Delaware, U.S.A.
Ford Credit Auto Owner Trust 2018-REV1 Delaware, U.S.A.
Ford Credit Auto Owner Trust 2018-REV2 Delaware, U.S.A.
Ford Credit Auto Owner Trust 2019-REV1 Delaware, U.S.A.
Ford Credit Auto Owner Trust 2020-REV1 Delaware, U.S.A.
Ford Credit Auto Owner Trust 2020-REV2 Delaware, U.S.A.
Ford Credit Auto Owner Trust 2021-REV2 Delaware, U.S.A.
Ford Credit Canada Company Canada
Ford Credit Canadian Lending, LP Canada
Ford Credit CP Auto Receivables LLC Delaware, U.S.A.
Ford Credit Floorplan Corporation Delaware, U.S.A.
Ford Credit Floorplan Master Owner Trust A Delaware, U.S.A.
Ford Credit International LLC Delaware, U.S.A.
Ford Credit Italia Spa Italy
Ford Deutschland Holding GmbH Germany
Ford ECO GmbH Switzerland
Ford Espana S.L. Spain
Ford European Holdings Inc. Delaware, U.S.A.
Ford Holdings LLC Delaware, U.S.A.
Ford Global Engineering LLC Delaware, U.S.A.
Ford Global Technologies, LLC Delaware, U.S.A.
Ford International Capital LLC Delaware, U.S.A.
Ford International Liquidity Management Limited England
Ford Italia S.p.A. Italy
Ford Lease Trust Canada
Ford Mexico Holdings LLC Delaware, U.S.A.
Ford Motor (China) Ltd. China
Ford Motor Company Limited England
Ford Motor Company of Australia Pty Ltd Australia

191177_Ford_2022_AR_1OK_R1.indd 200 2/6/23 1:36 PM


Organization Jurisdiction
Ford Motor Company of Canada, Limited Canada
Ford Motor Company of Southern Africa (Pty) Limited South Africa
Ford Motor Company, S.A. de C.V. Mexico
Ford Motor Credit Company LLC Delaware, U.S.A.
Ford Motor Service Company Michigan, U.S.A.
Ford Nederland B.V. Netherlands
Ford Next LLC Delaware, U.S.A.
Ford Retail Group Limited England
Ford Sales and Service (Thailand) Co., Ltd. Thailand
Ford Trading Company, LLC Delaware, U.S.A.
Ford VH Limited England
Ford VHC AB Sweden
Ford Vietnam Limited Vietnam
Ford-Werke GmbH Germany
Global Investments 1 Inc. Delaware, U.S.A.

92 Other U.S. Subsidiaries


148 Other Non-U.S. Subsidiaries
____________
* Other subsidiaries are not shown by name in the above list because, considered in the aggregate as a
single subsidiary, they would not constitute a significant subsidiary.

191177_Ford_2022_AR_1OK_R1.indd 201 2/6/23 1:36 PM


Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ford Motor Company Registration Statement Nos. 33-62227, 333-02735, 333-20725, 333-31466, 333-47733,
333-56660, 333-57596, 333-65703, 333-71380, 333-74313, 333-85138, 333-87619, 333-104063, 333-113584,
333-123251, 333-138819, 333-138821, 333-149453, 333-149456, 333-153815, 333-153816, 333-156630,
333-156631, 333-157584, 333-162992, 333-162993, 333-165100, 333-172491, 333-179624, 333-186730,
333-193999, 333-194000, 333-203697, 333-210978, 333-217494, 333-226348, 333-231058, 333-240220,
333-258240, and 333-266359 on Form S-8 and 333-236450 on Form S-3.

We hereby consent to the incorporation by reference in the aforementioned Registration Statements of Ford Motor
Company of our report dated February 2, 2023 relating to the financial statements, financial statement schedule and
the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan
February 2, 2023

191177_Ford_2022_AR_1OK_R1.indd 202 2/6/23 1:36 PM


Exhibit 24
POWER OF ATTORNEY WITH RESPECT TO
ANNUAL REPORT OF FORD MOTOR COMPANY ON
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2022

Each of the undersigned, a director of Ford Motor Company (“Ford”), appoints each of S. P. Croley,
C. A. O’Callaghan, J. E. Osgood, and D. J. Witten his or her true and lawful attorney and agent to do any and all
acts and things and execute any and all instruments which the attorney and agent may deem necessary or
advisable in order to enable Ford to comply with the Securities Exchange Act of 1934, and any requirements of the
Securities and Exchange Commission, in connection with the filing of Ford’s Annual Report on Form 10-K for the
year ended December 31, 2022 and any and all amendments thereto, as authorized at a meeting of the Board of
Directors of Ford duly called and held on January 31, 2023 including, but not limited to, power and authority to sign
his or her name (whether on behalf of Ford, or as a director or officer of Ford, or by attesting the seal of Ford, or
otherwise) to such instruments and to such Annual Report and any amendments thereto, and to file them with the
Securities and Exchange Commission. Each of the undersigned ratifies and confirms all that any of the attorneys
and agents shall do or cause to be done by virtue hereof. Any one of the attorneys and agents shall have, and may
exercise, all the powers conferred by this instrument. Each of the undersigned has signed his or her name as of the
2nd day of February, 2023:

/s/ Kimberly A. Casiano /s/ John C. May II


(Kimberly A. Casiano) (John C. May II)
/s/ Alexandra Ford English /s/ Beth E. Mooney
(Alexandra Ford English) (Beth E. Mooney)
/s/ Henry Ford III /s/ Lynn Vojvodich Radakovich
(Henry Ford III) (Lynn Vojvodich Radakovich)
/s/ William W. Helman IV /s/ John L. Thornton
(William W. Helman IV) (John L. Thornton)
/s/ Jon M. Huntsman, Jr. /s/ John B. Veihmeyer
(Jon M. Huntsman, Jr.) (John B. Veihmeyer)
/s/ William E. Kennard /s/ John S. Weinberg
(William E. Kennard) (John S. Weinberg)

191177_Ford_2022_AR_1OK_R1.indd 203 2/6/23 1:36 PM


Exhibit 31.1

CERTIFICATION

I, James D. Farley, Jr., certify that:

1. I have reviewed this Annual Report on Form 10-K for the period ended December 31, 2022 of
Ford Motor Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.

Dated: February 2, 2023 /s/ James D. Farley, Jr.


James D. Farley, Jr.
President and Chief Executive Officer

191177_Ford_2022_AR_1OK_R1.indd 204 2/6/23 1:36 PM


Exhibit 31.2

CERTIFICATION

I, John T. Lawler, certify that:

1. I have reviewed this Annual Report on Form 10-K for the period ended December 31, 2022 of
Ford Motor Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.

Dated: February 2, 2023 /s/ John T. Lawler


John T. Lawler
Chief Financial Officer

191177_Ford_2022_AR_1OK_R1.indd 205 2/6/23 1:36 PM


Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, James D. Farley, Jr., President and Chief Executive Officer of Ford Motor Company (the “Company”), hereby
certify pursuant to Rule 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934, as amended, and Section
1350 of Chapter 63 of Title 18 of the United States Code that to my knowledge:

1. The Company’s Annual Report on Form 10-K for the period ended December 31, 2022, to which this
statement is furnished as an exhibit (the “Report”), fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in this Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

Dated: February 2, 2023 /s/ James D. Farley, Jr.


James D. Farley, Jr.
President and Chief Executive Officer

191177_Ford_2022_AR_1OK_R1.indd 206 2/6/23 1:36 PM


Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, John T. Lawler, Chief Financial Officer of Ford Motor Company (the “Company”), hereby certify pursuant to Rule
13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63
of Title 18 of the United States Code that to my knowledge:

1. The Company’s Annual Report on Form 10-K for the period ended December 31, 2022, to which this
statement is furnished as an exhibit (the “Report”), fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in this Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

Dated: February 2, 2023 /s/ John T. Lawler


John T. Lawler
Chief Financial Officer

191177_Ford_2022_AR_1OK_R1.indd 207 2/6/23 1:36 PM


191177_Ford_2022_AR_1OK_R1.indd 208 2/6/23 1:36 PM
Ford Motor Company
2022

2022 Annual Report


Annual
Report

Ford Motor Company


One American Road
Dearborn, MI 48126

www.corporate.ford.com

Printed in U.S.A. Please recycle.

CHUB02122_22AnnualReportCover_R01.indd 1 2/22/23 4:45 PM

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