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

DesignationDescription
Schedule IIValuation 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

DesignationDescriptionMethod of Filing
Exhibit 3-ARestated 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-1Certificate 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-BBy-laws.Filed as Exhibit 3.2 to our Form 8-A/A filed on September 11, 2015.*
Exhibit 4-ATax 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-1Amendment 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-2Amendment 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-3Amendment 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-BDescription of Securities.Filed with this Report.
Exhibit 10-AExecutive 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-BDeferred 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-C2014 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.*
DesignationDescriptionMethod of Filing
Exhibit 10-DBenefit 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-EDescription of financial counseling services provided to certain executives.**Filed with this Report.
Exhibit 10-FDefined 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-1Defined 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-GDescription 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-1Amendment 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-2Amendment 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-3Amendment 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-H2008 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-IDescription 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-JNon-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-KDescription 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-1Description 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-LDescription 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-1Executive 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-MOffer 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-NSelect 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-ODeferred 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-1Suspension 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-PAnnual 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-1Annual 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-2Annual 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-3Performance-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-4Performance-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-5Performance-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-6Performance-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-7Executive 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-8Incremental 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-Q2018 Long-Term Incentive Plan.**Filed as Exhibit 4.1 to Registration Statement No. 333-226348.*
Exhibit 10-Q-1Form 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-2Form 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-3Form 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.*
DesignationDescriptionMethod of Filing
Exhibit 10-Q-4Form 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-5Form 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-6Form 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-7Form 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-8Form 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-9Form 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-10Long-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-11Long-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-12Form 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-13Form 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-14Form 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-RAgreement 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-1Amendment 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-2Amendment 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-SAmended 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-TForm 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-UArrangement 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-VDescription 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-WAmended 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-1Seventh 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-2Ninth 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-3Tenth 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-4Eleventh 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-5Twelfth 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-6Thirteenth 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.*
DesignationDescriptionMethod of Filing
Exhibit 10-W-7Fourteenth 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-8Fifteenth 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-XRevolving 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-YTerm 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-ZLoan 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-AANote 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 21List of Subsidiaries of Ford as of January 31, 2020.Filed with this Report.
Exhibit 23Consent of Independent Registered Public Accounting Firm.Filed with this Report.
Exhibit 24Powers of Attorney.Filed with this Report.
Exhibit 31.1Rule 15d-14(a) Certification of CEO.Filed with this Report.
Exhibit 31.2Rule 15d-14(a) Certification of CFO.Filed with this Report.
Exhibit 32.1Section 1350 Certification of CEO.Furnished with this Report.
Exhibit 32.2Section 1350 Certification of CFO.Furnished with this Report.
Exhibit 101.INSXBRL Instance Document.***
Exhibit 101.SCHXBRL Taxonomy Extension Schema Document.***
Exhibit 101.CALXBRL Taxonomy Extension Calculation Linkbase Document.***
Exhibit 101.LABXBRL Taxonomy Extension Label Linkbase Document.***
Exhibit 101.PREXBRL Taxonomy Extension Presentation Linkbase Document.***
Exhibit 101.DEFXBRL Taxonomy Extension Definition Linkbase Document.***
Exhibit 104Cover 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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