Item 15. Exhibits and Financial Statement Schedules.
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Item 15. Exhibits and Financial Statement Schedules.
(a) 1. Financial Statements – Ford Motor Company and Subsidiaries
The following are contained in this 2019 Form 10-K Report:
| • | Report of Independent Registered Public Accounting Firm. |
| • | Consolidated Statement of Cash Flows for the years ended December 31, 2017, 2018, and 2019. |
| • | Consolidated Income Statement for the years ended December 31, 2017, 2018, and 2019. |
| • | Consolidated Statement of Comprehensive Income for the years ended December 31, 2017, 2018, and 2019. |
| • | Consolidated Balance Sheet at December 31, 2018 and 2019. |
| • | Consolidated Statement of Equity for the years ended December 31, 2017, 2018, and 2019. |
| • | 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 FS-1 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 2017, 2018, and 2019 |
Schedule II is filed as part of this Report and is set forth on page FSS-1 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 August 2, 2000. | Filed as Exhibit 3-A to our Annual Report on Form 10-K for the year ended December 31, 2000.* | ||
| Exhibit 3-A-1 | Certificate of Designations of Series A Junior Participating Preferred Stock filed on September 11, 2009. | Filed as Exhibit 3.1 to our Current Report on Form 8-K filed September 11, 2009.* | ||
| Exhibit 3-B | By-laws. | Filed as Exhibit 3.2 to our Form 8-A/A filed on September 11, 2015.* | ||
| Exhibit 4-A | Tax Benefit Preservation Plan (“TBPP”) dated September 11, 2009 between Ford Motor Company and Computershare Trust Company, N.A. | Filed as Exhibit 4.1 to our Current Report on Form 8-K filed September 11, 2009.* | ||
| 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.* | ||
| 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.* | ||
| 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.* | ||
| Exhibit 4-B | Description of Securities. | Filed with this Report. | ||
| Exhibit 10-A | Executive Separation Allowance Plan, as amended and restated effective as of January 1, 2018** | Filed as Exhibit 10.1 to our Current Report on Form 8-K filed February 7, 2018.* | ||
| Exhibit 10-B | Deferred Compensation Plan for Non-Employee Directors, as amended and restated as of January 1, 2012.** | Filed as Exhibit 10-B to our Annual Report on Form 10-K for the year ended December 31, 2011.* | ||
| Exhibit 10-C | 2014 Stock Plan for Non-Employee Directors** | Filed as Exhibit 10-C to our Annual Report on Form 10-K for the year ended December 31, 2013.* |
| Designation | Description | Method of Filing | ||
| Exhibit 10-D | Benefit Equalization Plan, as amended and restated effective as of January 1, 2018.** | Filed as Exhibit 10.2 to our Current Report on Form 8-K filed February 7, 2018.* | ||
| Exhibit 10-E | Description of financial counseling services provided to certain executives.** | Filed with this Report. | ||
| Exhibit 10-F | Defined Benefit Supplemental Executive Retirement Plan, as amended and restated effective as of January 1, 2018.** | Filed as Exhibit 10.3 to our Current Report on Form 8-K filed February 7, 2018.* | ||
| Exhibit 10-F-1 | Defined Contribution Supplemental Executive Retirement Plan, as amended and restated effective as of January 1, 2017.** | Filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.* | ||
| 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 the quarter ended September 30, 2006.* | ||
| Exhibit 10-G-1 | Amendment to Description of Director Compensation as of February 8, 2012.** | Filed as Exhibit 10-F-3 to our Annual Report on Form 10-K for the year ended December 31, 2011.* | ||
| Exhibit 10-G-2 | Amendment to Description of Director Compensation as of July 1, 2013.** | Filed as Exhibit 10-G-2 to our Annual Report on Form 10-K for the year ended December 31, 2013.* | ||
| Exhibit 10-G-3 | Amendment to Description of Director Compensation as of January 1, 2017.** | Filed as Exhibit 10-G-3 to our Annual Report on Form 10-K for the year ended December 31, 2016.* | ||
| Exhibit 10-H | 2008 Long-Term Incentive Plan.** | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.* | ||
| Exhibit 10-I | Description of Matching Gift Program and Vehicle Evaluation Program for Non-Employee Directors.** | Filed as Exhibit 10-I to our Annual Report on Form 10-K/A for the year ended December 31, 2005.* | ||
| Exhibit 10-J | Non-Employee Directors Life Insurance and Optional Retirement Plan as amended and restated as of December 31, 2010.** | Filed as Exhibit 10-I to our Annual Report on Form 10-K for the year ended December 31, 2010.* | ||
| Exhibit 10-K | Description of Non-Employee Directors Accidental Death, Dismemberment and Permanent Total Disablement Indemnity.** | Filed as Exhibit 10-S to our Annual Report on Form 10-K for the year ended December 31, 1992.* | ||
| Exhibit 10-K-1 | Description of Amendment to Basic Life Insurance and Accidental Death & Dismemberment Insurance.** | Filed as Exhibit 10-K-1 to our Annual Report on Form 10-K for the year ended December 31, 2013.* | ||
| Exhibit 10-L | Description of Compensation Arrangements for Mark Fields.** | Filed as Exhibit 10-L to our Annual Report on Form 10-K for the year ended December 31, 2014.* | ||
| Exhibit 10-L-1 | Executive Separation Waiver and Release Agreement between Ford Motor Company and Mark Fields dated May 21, 2017.** | Filed as Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.* | ||
| Exhibit 10-M | Offer Letter to Tim Stone dated March 11, 2019.** | Filed as Exhibit 99 to our Current Report on Form 8-K filed June 4, 2019.* | ||
| Exhibit 10-N | Select Retirement Plan, as amended and restated effective as of January 1, 2018.** | Filed as Exhibit 10.4 to our Current Report on Form 8-K filed February 7, 2018.* | ||
| Exhibit 10-O | Deferred Compensation Plan, as amended and restated as of December 31, 2010.** | Filed as Exhibit 10-M to our Annual Report on Form 10-K for the year ended December 31, 2010.* | ||
| Exhibit 10-O-1 | Suspension of Open Enrollment in Deferred Compensation Plan.** | Filed as Exhibit 10-M-1 to our Annual Report on Form 10-K for the year ended December 31, 2009.* | ||
| Exhibit 10-P | Annual Incentive Compensation Plan, as amended and restated effective as of March 1, 2018.** | Filed as Exhibit 10-O-2 to our Annual Report on Form 10-K for the year ended December 31, 2017.* | ||
| Exhibit 10-P-1 | Annual Incentive Compensation Plan Metrics for 2018.** | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.* | ||
| Exhibit 10-P-2 | Annual Incentive Compensation Plan Metrics for 2019.** | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.* | ||
| Exhibit 10-P-3 | Performance-Based Restricted Stock Unit Metrics for 2016.** | Filed as Exhibit 10-O-9 to our Annual Report on Form 10-K for the year ended December 31, 2015.* | ||
| Exhibit 10-P-4 | Performance-Based Restricted Stock Unit Metrics for 2017.** | Filed as Exhibit 10-O-10 to our Annual Report on Form 10-K for the year ended December 31, 2016.* | ||
| Exhibit 10-P-5 | Performance-Based Restricted Stock Unit Metrics for 2018.** | Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.* | ||
| Exhibit 10-P-6 | Performance-Based Restricted Stock Unit Metrics for 2019.** | Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.* | ||
| Exhibit 10-P-7 | Executive Compensation Recoupment Policy.** | Filed as Exhibit 10-N-8 to our Annual Report on Form 10-K for the year ended December 31, 2010.* | ||
| Exhibit 10-P-8 | Incremental Bonus Description.** | Filed as Exhibit 10-N-9 to our Annual Report on Form 10-K for the year ended December 31, 2010.* | ||
| Exhibit 10-Q | 2018 Long-Term Incentive Plan.** | Filed as Exhibit 4.1 to Registration Statement No. 333-226348.* | ||
| Exhibit 10-Q-1 | Form of Stock Option Terms and Conditions for Long-Term Incentive Plan.** | Filed as Exhibit 10-P-2 to our Annual Report on Form 10-K for the year ended December 31, 2017.* | ||
| Exhibit 10-Q-2 | Form of Stock Option Agreement for Long-Term Incentive Plan.** | Filed as Exhibit 10-P-3 to our Annual Report on Form 10-K for the year ended December 31, 2017.* | ||
| Exhibit 10-Q-3 | Form of Stock Option Agreement (ISO) for Long-Term Incentive Plan.** | Filed as Exhibit 10-P-4 to our Annual Report on Form 10-K for the year ended December 31, 2017.* |
| Designation | Description | Method of Filing | ||
| Exhibit 10-Q-4 | Form of Stock Option Agreement (U.K. NQO) for Long-Term Incentive Plan.** | Filed as Exhibit 10-P-5 to our Annual Report on Form 10-K for the year ended December 31, 2017.* | ||
| Exhibit 10-Q-5 | Form of Stock Option (U.K.) Terms and Conditions for Long-Term Incentive Plan.** | Filed as Exhibit 10-P-6 to our Annual Report on Form 10-K for the year ended December 31, 2017.* | ||
| Exhibit 10-Q-6 | Form of Restricted Stock Grant Letter.** | Filed as Exhibit 10-P-7 to our Annual Report on Form 10-K for the year ended December 31, 2017.* | ||
| Exhibit 10-Q-7 | Form of Final Award Notification Letter for Performance-Based Restricted Stock Units.** | Filed as Exhibit 10-P-8 to our Annual Report on Form 10-K for the year ended December 31, 2017.* | ||
| Exhibit 10-Q-8 | Form of Annual Equity Grant Letter V.1.** | Filed as Exhibit 10-P-9 to our Annual Report on Form 10-K for the year ended December 31, 2017.* | ||
| Exhibit 10-Q-9 | Form of Annual Equity Grant Letter V.2.** | Filed as Exhibit 10-P-10 to our Annual Report on Form 10-K for the year ended December 31, 2017.* | ||
| Exhibit 10-Q-10 | Long-Term Incentive Plan Restricted Stock Unit Agreement.** | Filed as Exhibit 10-P-11 to our Annual Report on Form 10-K for the year ended December 31, 2017.* | ||
| Exhibit 10-Q-11 | Long-Term Incentive Plan Restricted Stock Unit Terms and Conditions.** | Filed as Exhibit 10-P-12 to our Annual Report on Form 10-K for the year ended December 31, 2017.* | ||
| Exhibit 10-Q-12 | Form of Final Award Agreement for Performance-Based Restricted Stock Units under Long-Term Incentive Plan.** | Filed as Exhibit 10-P-13 to our Annual Report on Form 10-K for the year ended December 31, 2017.* | ||
| Exhibit 10-Q-13 | Form of Final Award Terms and Conditions for Performance-Based Restricted Stock Units under Long-Term Incentive Plan.** | Filed as Exhibit 10-P-14 to our Annual Report on Form 10-K for the year ended December 31, 2017.* | ||
| Exhibit 10-Q-14 | Form of Notification Letter for Time-Based Restricted Stock Units.** | Filed as Exhibit 10-P-15 to our Annual Report on Form 10-K for the year ended December 31, 2017.* | ||
| Exhibit 10-R | Agreement dated January 13, 1999 between Ford Motor Company and Edsel B. Ford II.** | Filed as Exhibit 10-X to our Annual Report on Form 10-K for the year ended December 31, 1998.* | ||
| Exhibit 10-R-1 | Amendment dated May 5, 2010 to the Consulting Agreement between Ford Motor Company and Edsel B. Ford II.** | Filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.* | ||
| Exhibit 10-R-2 | Amendment dated January 1, 2012 to the Consulting Agreement between Ford Motor Company and Edsel B. Ford II.** | Filed as Exhibit 10-P-2 to our Annual Report on Form 10-K for the year ended December 31, 2011.* | ||
| Exhibit 10-S | Amended and Restated Relationship Agreement dated April 30, 2015 between Ford Motor Company and Ford Motor Credit Company LLC. | Filed as Exhibit 10.2 to our Current Report on Form 8-K filed May 1, 2015.* | ||
| Exhibit 10-T | Form of Trade Secrets/Non-Compete Statement between Ford and certain of its Executive Officers.** | Filed as Exhibit 10-V to our Annual Report on Form 10-K for the year ended December 31, 2003.* | ||
| Exhibit 10-U | Arrangement between Ford Motor Company and William C. Ford, Jr., dated February 24, 2009.** | Filed as Exhibit 10-V to our Annual Report on Form 10-K for the year ended December 31, 2008.* | ||
| Exhibit 10-V | Description of Company Practices regarding Club Memberships for Executives.** | Filed as Exhibit 10-BB to our Annual Report on Form 10-K for the year ended December 31, 2006.* | ||
| Exhibit 10-W | Amended and Restated Credit Agreement dated as of November 24, 2009. | Filed as Exhibit 99.2 to our Current Report on Form 8-K filed November 25, 2009.* | ||
| Exhibit 10-W-1 | Seventh Amendment dated as of March 15, 2012 to our Credit Agreement dated as of December 15, 2006, as amended and restated as of November 24, 2009, and as further amended. | Filed as Exhibit 99.2 to our Current Report on Form 8-K filed March 15, 2012.* | ||
| Exhibit 10-W-2 | Ninth Amendment dated as of April 30, 2013 to our Credit Agreement dated as of December 15, 2006, as amended and restated as of November 24, 2009, and as further amended. | Filed as Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.* | ||
| Exhibit 10-W-3 | Tenth Amendment dated as of April 30, 2014 to our Credit Agreement dated as of December 15, 2006, as amended and restated as of November 24, 2009, and as further amended. | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.* | ||
| Exhibit 10-W-4 | Eleventh Amendment dated as of April 30, 2015 to our Credit Agreement dated as of December 15, 2006, as 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. | Filed as Exhibit 10.1 to our Current Report on Form 8-K filed May 1, 2015.* | ||
| Exhibit 10-W-5 | Twelfth Amendment dated as of April 29, 2016 to our Credit Agreement dated as of December 15, 2006, as 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. | Filed as Exhibit 10 to our Current Report on Form 8-K filed April 29, 2016.* | ||
| Exhibit 10-W-6 | Thirteenth Amendment dated as of April 28, 2017 to our Credit Agreement dated as of December 15, 2006, as 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. | Filed as Exhibit 10 to our Current Report on Form 8-K filed April 28, 2017.* |
| Designation | Description | Method of Filing | ||
| Exhibit 10-W-7 | Fourteenth Amendment dated as of April 26, 2018 to our Credit Agreement dated as of December 15, 2006, as 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. | Filed as Exhibit 10 to our Current Report on Form 8-K filed April 26, 2018.* | ||
| Exhibit 10-W-8 | Fifteenth Amendment dated as of April 23, 2019 to our Credit Agreement dated as of December 15, 2006, as 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. | Filed as Exhibit 10.1 to our Current Report on Form 8-K filed April 26, 2019.* | ||
| Exhibit 10-X | 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.* | ||
| Exhibit 10-Y | Term Loan Credit Agreement dated as of April 23, 2019. | Filed as Exhibit 10.3 to our Current Report on Form 8-K filed April 26, 2019.* | ||
| Exhibit 10-Z | Loan Arrangement and Reimbursement Agreement between Ford Motor Company and the U.S. Department of Energy dated as of September 16, 2009. | Filed as Exhibit 10.1 to our Current Report on Form 8-K filed September 22, 2009.* | ||
| Exhibit 10-AA | Note Purchase Agreement dated as of September 16, 2009 among the Federal Financing Bank, Ford Motor Company, and the U.S. Secretary of Energy. | Filed as Exhibit 10.2 to our Current Report on Form 8-K filed September 22, 2009.* | ||
| Exhibit 21 | List of Subsidiaries of Ford as of January 31, 2020. | Filed with this Report. | ||
| Exhibit 23 | Consent of Independent Registered Public Accounting Firm. | Filed with this Report. | ||
| 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 | XBRL Instance Document. | *** | ||
| Exhibit 101.SCH | XBRL Taxonomy Extension Schema Document. | *** | ||
| Exhibit 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | *** | ||
| Exhibit 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | *** | ||
| Exhibit 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | *** | ||
| Exhibit 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | *** | ||
| Exhibit 104 | Cover Page Interactive Data File (formated in Inline XBRL contained in Exhibit 101). | *** |
- Incorporated by reference as an exhibit to this Report (file number reference 1-3950, unless otherwise indicated).
** Management contract or compensatory plan or arrangement.
*** 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.
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