Ford Motor (F) 10-K risk factor changes: FY2022 vs FY2021

Further, [removed: if] [added: as] new strains or variants of COVID-19 [added: 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 [removed: COVID-19] [added: 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 [removed: COVID-19 or similar] public health issues [added: such as COVID-19] may negatively impact the level of originations at Ford Credit.

[removed: Economic] [added: Moreover, economic] uncertainty and higher unemployment [added: 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 [added: 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 [removed: surge in cases of COVID-19, new outbreaks or variants,] [added: public health issue] or for any other reason could have an adverse impact on Ford [added: and Ford] Credit’s access to those markets and its cost of funding.

The full impact of COVID-19 [added: or any widespread public health issue] on our financial condition and results of operations [removed: remains uncertain and] will depend on [removed: future developments, such as] the [removed: ultimate] duration and scope of [removed: the] [added: 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, [removed: in] the [removed: event] [added: duration of a suspension of] manufacturing operations [removed: are again suspended, fully ramping up] [added: and a return to] our [added: full] production schedule [removed: to prior levels may take longer than the prior resumption and] will depend, in part, on [added: 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 [removed: automotive] [added: 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.

Moreover, our supply and distribution chains may be disrupted by supplier or dealer bankruptcies or their permanent discontinuation of [removed: operations.][added: operations triggered by a shutdown of operations due to a widespread public health issue or for other reasons.]

[removed: The COVID-19 pandemic] [added: Public health issues] may also exacerbate other risks disclosed in our [removed: 2021] [added: 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 ability to successfully execute our strategy.

Ford is highly dependent on its suppliers to deliver components in accordance with Ford’s production [removed: schedule,] [added: schedule] and [added: specifications, and] a shortage of [added: or inability to acquire] key components, such as semiconductors, or raw [removed: materials] [added: materials, such as lithium, cobalt, nickel, graphite, and manganese,] can disrupt Ford’s production of vehicles. Our products contain components that we source globally from suppliers who, in turn, source components from their suppliers.

If there is a shortage of a key component in our supply [removed: chain,] [added: chain or a supplier is unable to deliver a component to us in accordance with our specifications, because of a production issue, limited availability of materials, shipping problems, restrictions on transactions with certain countries or companies, or other reason,] and the component cannot be easily sourced from a different supplier, [added: or we are unable to obtain a component on a timely basis,] the shortage may disrupt our [added: operations or increase our costs of] production.

The shortage is due in large part to strong cross-industry demand, which has presented challenges and production disruptions globally, including at our assembly [removed: plants.][added: plants, and COVID-19-related work restrictions in various parts of the world have further impacted semiconductor production.]

[removed: With up to fifty modules on a vehicle,] [added: Accordingly,] we and our competitors who need integrated circuits are experiencing various levels of semiconductor impact.

A shortage [removed: of] [added: of, or our inability to acquire or find adequate suppliers of,] key components or raw materials as a result of disruptions in the supply chain, capacity constraints, [added: limited availability,] 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 effect on our financial condition or results of operations.

Furthermore, launch delays, recall actions, and increased warranty costs could adversely affect our reputation or market acceptance of our products as discussed below under “*Ford’s new and existing [removed: products, digital] [added: products] and [removed: physical services,] [added: digital, software,] and [removed: mobility] [added: physical] services are subject to market acceptance and face significant competition from existing and new entrants in the [removed: automotive, mobility,] [added: automotive] and digital [added: and software] services [removed: industries*.”][added: industries, and its reputation may be harmed if it is unable to achieve the initiatives it has announced.*”]

Ford may not realize the anticipated benefits of existing or pending strategic alliances, joint ventures, acquisitions, divestitures, [added: restructurings,] or new business strategies. We have invested in, formed strategic alliances with, and announced or formed joint ventures with a number of companies, and we may expand those relationships or enter into similar relationships with additional companies.

These initiatives typically involve enormous [removed: complexity] [added: complexity, may require a significant amount of capital,] and may involve a lengthy regulatory approval process.

In addition, [added: a restructuring or the] implementation of a new [added: or different] business strategy may lead to the disruption of our existing business operations, including distracting management from current operations.

Moreover, we may continue to have financial exposure following a strategic divestiture or cessation of operations in a market, and restructuring actions may [added: cause us to incur significant costs, record impairments or other charges,] subject us to potential claims from employees, suppliers, dealers, or governmental authorities or harm our reputation.

Failure to successfully and timely realize the anticipated benefits of [removed: these] [added: the] transactions or strategies [added: described herein] could have an adverse effect on our financial condition or results of operations.

Operational systems, security systems, vehicles, and services could be affected by cyber incidents, ransomware attacks, and other [removed: disruptions.] [added: disruptions and impact Ford and Ford Credit as well as their suppliers and dealers.] We rely on information technology networks and systems, including in-vehicle systems and mobile devices, some of which are managed by suppliers, to process, transmit, and store electronic information that is important to the operation of our business, our vehicles, and the services we offer.

Despite security measures, we are at risk for interruptions, outages, and compromises of: (i) operational systems (including business, financial, accounting, product development, consumer receivables, data processing, or manufacturing processes); (ii) facility security systems; and/or (iii) in-vehicle systems or mobile devices, whether caused by a ransomware or other cyber attack, security breach, or other reasons, e.g., a natural disaster, fire, [added: acts of terrorism] or [added: war, or an] overburdened infrastructure system.

We continually employ capabilities, processes, and other security measures designed to reduce and mitigate the risk of cyber [removed: attacks;] [added: attacks, and we rely on our suppliers to do the same for their operations;] however, [added: we may not be aware of all vulnerabilities and] such preventative measures cannot provide absolute security and may not be sufficient in all circumstances or mitigate all potential [removed: risks.][added: risks, including potential production disruption.]

Moreover, a cyber incident could harm our reputation, cause customers to lose trust in our security measures, and/or subject us to regulatory actions or litigation, [added: which may result in 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.

Ford’s production, as well as Ford’s suppliers’ production, [added: and/or the ability to deliver products to consumers] could be disrupted by labor issues, natural or man-made disasters, [added: adverse effects of climate change,] financial distress, production difficulties, capacity limitations, or other factors. A work stoppage or other limitation on production could occur at Ford’s [added: facilities, at a facility in its supply chain,] or [added: at one of] its [removed: suppliers’ facilities] [added: logistics providers] for any number of reasons, including as a result of labor issues, including [added: shortages of available employees,] disputes under existing collective bargaining agreements with labor unions or in connection with negotiation of new collective bargaining agreements, absenteeism, public health issues (e.g., COVID-19), stay-at-home orders, or in response to potential restructuring actions (e.g., plant closures); as a result of supplier financial distress or other production constraints, such as limited quantities of components, including but not limited to semiconductors, or raw materials, quality issues, capacity limitations, or other difficulties; as a result of a natural disaster (including climate-related physical risk); cyber incidents; or for other reasons.

Accordingly, a significant disruption to our production schedule could have a substantial adverse effect on our financial condition or results of operations and may impact our strategy to comply with fuel economy standards as discussed below under “*Ford may need to substantially modify its product plans [added: and facilities] to comply with safety, emissions, fuel economy, autonomous [removed: vehicle,] [added: driving technology, environmental,] and other [removed: regulations.*”][added: regulations.”*]

Ford’s ability to maintain a competitive cost structure could be affected by labor or other constraints. [removed: Substantially all] [added: The vast majority] of the hourly employees in our [removed: Automotive] [added: Ford Blue and Ford Model e manufacturing] operations in the United States and Canada are represented by unions and covered by collective bargaining agreements.

Competition for such employees is intense, which has led to an increase in compensation throughout [removed: the] [added: a tight] labor market, and, accordingly, may increase costs for employers.

In addition to compensation considerations, [added: current and] potential employees are increasingly placing a premium on various intangibles, such as working for companies with a clear [removed: purpose,] [added: purpose and strong brand reputation,] flexible work arrangements, and other [removed: considerations.][added: considerations, such as embracing sustainability and diversity, equity, and inclusion initiatives.]

[added: 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.

Ford’s new and existing [removed: products, digital] [added: products] and [removed: physical services,] [added: digital, software,] and [removed: mobility] [added: physical] services are subject to market acceptance and face significant competition from existing and new entrants in the [removed: automotive, mobility,] [added: automotive] and digital [added: and software] services [removed: industries.] [added: industries, and its reputation may be harmed if it is unable to achieve the initiatives it has announced.] Although we conduct extensive market research before launching new or refreshed vehicles and introducing new services, many factors both within and outside our control affect the success of new or existing products and services in the marketplace, and we may not be able to accurately predict or identify emerging trends or [added: preferences or] the success of new products or services in the market.

With increased consumer interconnectedness through the internet, social media, and other media, mere allegations relating to quality, safety, fuel efficiency, [added: sustainability,] corporate social responsibility, or other key attributes can negatively impact our reputation or market acceptance of our products or services, even where such allegations prove to be inaccurate or unfounded.

Further, our ability to successfully grow through capacity expansion and investments in the areas of electrification, connectivity, digital and physical services, and [removed: mobility] [added: software services] depends on many factors, including advancements in technology, regulatory changes, infrastructure development (e.g., a widespread vehicle charging network), and other factors that are difficult to predict, that may significantly affect the future of electric and autonomous vehicles, digital and physical services, and [removed: mobility] [added: software] services.

The automotive, [removed: mobility,] [added: software,] and digital service businesses are very competitive and are undergoing rapid changes.

Traditional competitors are expanding their offerings, and new types of competitors (particularly in our areas of strength, e.g., pick-up [removed: trucks] [added: trucks, utilities,] and [removed: utilities)] [added: commercial vehicles)] that may possess superior technology, may have business models with certain aspects that are more efficient, and are not subject to the same level of fixed costs as us, are entering the market.

We have announced our intent to continue making multi-billion dollar investments in electrification and [removed: mobility.][added: software services.]

Further, as discussed below under “*Ford may need to substantially modify its product plans [added: and facilities] to comply with safety, emissions, fuel economy, autonomous [removed: vehicle,] [added: driving technology, environmental,] and other regulations,*” lower than planned market acceptance of our vehicles may impact our strategy to comply with fuel economy standards.

Moreover, new offerings, including those related to electric [added: vehicles] and autonomous [removed: vehicles,] [added: driving technologies,] may present technological challenges that could be costly to implement and overcome and may subject us to customer claims if they do not operate as anticipated.

Ford’s [removed: near-term] 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 trucks and utilities) to [removed: battery] electric or other vehicles in our portfolio that may be less profitable could result in an adverse effect on our financial condition or results of [removed: operations in the near term.][added: operations.]

[removed: In the longer term, if] [added: If] demand for [removed: battery] electric vehicles grows at a rate greater than our ability to increase our production capacity for those vehicles, lower market share and revenue, as well as facility and other asset-related charges (e.g., accelerated depreciation) associated with the production of internal combustion vehicles, may result.

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.

For the production of our electric vehicles, we are dependent 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 production of electric vehicles, we expect our need for such materials to increase significantly.

At the same time, other companies are increasing their production of electric vehicles, which will further increase the demand for such raw materials.

As a result, we may be unable to acquire raw materials needed for electric vehicle production in sufficient amounts that are responsibly sourced or at reasonable prices.

As described below under “*To facilitate access to the raw materials necessary for the production of electric vehicles, Ford has entered into, and expects to continue to enter into, multi-year commitments to raw material suppliers that subject Ford to risks associated with lower future demand for such materials as well as costs that fluctuate and are difficult to accurately forecast*” as well as in the Liquidity and Capital Resources section in Item 7 below, we have entered into, and expect to continue to enter into, offtake agreements and other long-term purchase contracts that obligate us, subject to certain conditions such as quality or minimum output, to purchase a certain percentage or minimum amount of output from certain raw materials suppliers.

In the event the supplier under those agreements or any of our or our suppliers’ raw material supply contracts is unable to deliver sufficient quantities of raw materials needed for our or our suppliers’ production operations, e.g., if a mine does not produce at expected levels, or the raw materials do not 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 impact our ability to produce electric vehicles.

To facilitate access to the raw materials necessary for the production of electric vehicles, Ford has entered into, and expects to continue to enter into, multi-year commitments to raw material suppliers that subject Ford to risks associated with lower future demand for such materials as well as costs that fluctuate and are difficult to accurately forecast. We have announced plans to significantly increase our electric vehicle production volumes; however, our ability to produce higher volumes of electric vehicles is dependent upon the availability of raw materials necessary for the production of batteries, e.g., lithium, cobalt, nickel, graphite, and manganese, among others.

As described above under “*Ford is highly dependent on its suppliers to deliver components in accordance with Ford’s production schedule and specifications, and a shortage of or inability to acquire key components, such as semiconductors, or raw materials, such as lithium, cobalt, nickel, graphite, and manganese, can disrupt Ford’s production of vehicles*,” to facilitate our access to such raw materials, we have entered into, and expect to continue to enter into, offtake agreements and other long-term purchase contracts.

Such agreements obligate us, subject to certain conditions such as quality or minimum output, to purchase a certain percentage 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.

Unlike our historical 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 production volumes or changes in battery technology that reduce the need for certain raw materials are borne by Ford rather than our suppliers.

In the event we do not purchase the materials pursuant to the terms of these agreements, even if the supplier finds another 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 mechanism in our agreement.

As a result 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 agreements and other long-term purchase contracts based on market conditions.

Accordingly, we may be subject to increases in the prices we pay for those raw materials, and our ability to recoup such 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 impacted by commitments we make pursuant to offtake agreements and other long-term purchase contracts.

We may also be obligated to remedy defects or potentially recall our vehicles due to defective components provided to us by our suppliers, arising from their quality issues or otherwise.

In order to secure critical materials for production of electric vehicles, we have entered into and plan to continue to enter into offtake agreements and other long-term purchase contracts with raw materials suppliers and make investments in certain raw material and battery suppliers; however, we may not realize the anticipated benefits of these actions and our efforts to have such suppliers, particularly those in less developed markets, adopt Ford’s sustainability and other standards may be unsuccessful, which could have an adverse impact on our reputation.

Further, the limited availability of components, labor 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’ operations, which, in turn, has led to higher costs and production shortfalls.

Given the worldwide scope of our supply chain and operations, we and 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 to increase the frequency and severity of weather and other natural events, e.g., wildfires, extended droughts, and extreme temperatures.

In addition, in the event a weather-related event, strike, international conflict, or other occurrence limits the ability of freight carriers to deliver components and 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 customers’ ability to receive our vehicles.

We have struggled to hire and retain salaried, skilled hourly, and production hourly employees in some of our manufacturing and parts, supplies, and logistics locations.

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 supply chain.

We have announced interim emissions targets approved by the Science Based Targets initiative (SBTi) and made other statements about similar initiatives, e.g., our expected electric vehicle volumes in future years.

Achievement of these initiatives will require significant investments and the implementation of new processes; however, there is no assurance that the desired outcomes will be achieved.

To the extent we are unable to achieve these initiatives or our transition to electrification is slower than expected, it may harm our reputation or we may not otherwise receive the expected return on the investment.

For example, we are exposed to reputational risk if we do not reduce vehicle CO2 emissions in line with our targets or in compliance with applicable regulations.

Further, our customers and investors evaluate how well we are progressing on our announced climate goals and aspirations, and if we are not on track to achieve those goals and aspirations on a timely basis, or if the expectations of our customers and investors change and we do not adequately address their expectations, our reputation could be impacted, and customers may choose to purchase the products and services of, investors may choose to invest in, and suppliers and vendors may choose to do business with other companies.

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 electric vehicles may increase the cost of vehicles by more than the perceived benefit to consumers and dampen margins.

This risk includes cost advantages foreign competitors may have because of their weaker home market currencies, which may, in turn, enable those competitors to offer their products at lower prices.

Further, higher inventory levels put downward pressure on pricing, which may have an adverse effect on our financial condition and results of operations.

For example, interest rates have increased significantly as central banks in developed countries attempt to subdue inflation while government deficits and debt remain at high levels in many global markets.

Accordingly, the eventual implications of higher government deficits and debt, tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost of capital for the business.

At Ford Credit, rising interest rates may impact Ford Credit’s ability to source funding and offer financing at competitive rates, which could reduce its financing margin.

Furthermore, 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 higher borrower costs and made it more difficult to access the markets, obtain financing on favorable terms, and fund our operations.

The U.S. Inflation Reduction 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 other “clean” vehicles.

The law likewise incentivizes the purchase of clean vehicles and the infrastructure to fuel them.

These incentives are phasing in and will remain in effect until approximately 2032, unless modified by Congress.

The IRA’s incentives are having and are expected to have material impacts on the automotive industry and Ford.

Moreover, COVID-19 has had a significant negative impact on many businesses and unemployment rates increased from pre-COVID-19 levels.

The global economic slowdown and stay-at-home orders enacted across the United States disrupted auction activity in many locations, which adversely impacted and caused delays in realizing the resale value for off-lease and repossessed vehicles.

Although auction values have increased significantly, future or additional restrictions could have a similar adverse impact on Ford Credit.

For more information about the impact of higher credit losses and lower residual values on Ford Credit’s business, see “*Ford Credit could experience higher-than-expected credit losses, lower-than-anticipated residual values, or higher-than-expected return volumes for leased vehicles*” below.

Further, government-sponsored liquidity or stimulus programs in response to COVID-19 may not be available to our customers, suppliers, dealers, or us, and if available, may nevertheless be insufficient to address the impacts of COVID-19.

In addition, Renesas Electronics Corporation, a key supplier of semiconductors for the automotive industry and for us in particular, experienced a significant fire at its Naka Factory in March 2021, and COVID-related work restrictions in Southeast Asia have further impacted semiconductor production.

Further, if we lose existing employees with needed skills.

The discontinuance of LIBOR is one such risk that could cause market volatility or disruption and could adversely affect Ford Credit’s access to the debt, securitization, or derivative markets and increase its cost of funding and hedging.

The Trump administration rolled back Obama administration GHG standards through the 2026 model year and sought to block California’s authority to adopt its own regulations as well as other states’ authority to opt in to California’s standards.

States, environmental groups, and others challenged both of those Trump administration actions in court.

The Biden administration has completed actions to reverse the rollback of GHG emissions standards and repeal a NHTSA rule blocking California and other states’ authority, and the administration is expected to reverse NHTSA’’s rollback of fuel economy standards and EPA’s action blocking California and other states’ authority.

California has an ambitious plan to reduce overall GHG emissions to 40% below 1990 levels by 2030 and EPA is also developing new and more stringent GHG emissions standards after the 2026 model year.

For additional information on the impact of [removed: the semiconductor shortage,] [added: supplier disruptions,] see the Outlook section on page [removed: [73](#i7778e69e11e6463998712ba0b0ab1b0e_175).][added: [73](#ie50adb6d899d4f6ebcb5e73f7bd915e7_172).]

[removed: *COVID-19.*] [added: *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.

[removed: *Global Redesign.*] We previously announced our plan for the global redesign of our business, pursuant to which we are working to turn around automotive operations, compete like a challenger, and capitalize on our strengths by allocating more capital, more resources, and more talent to our strongest [removed: business] [added: businesses] and vehicle franchises.

For additional information on [removed: Global Redesign,] [added: commodity costs,] see the Outlook section on page [removed: [73](#i7778e69e11e6463998712ba0b0ab1b0e_175).][added: [73](#ie50adb6d899d4f6ebcb5e73f7bd915e7_172).]

*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, [removed: are poised] [added: in 2022 began] to withdraw monetary stimulus by raising interest rates.

[removed: Emerging markets] [added: This is notable for many emerging markets, which may] also face [removed: differing inflation backdrops and, in some cases,] [added: 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 [removed: markets, most notably in the case of the Japanese yen and Korean won.][added: markets.]

*Pricing Pressure.* Over the last year, prices of both new and used vehicles have increased substantially due to [removed: both rising demand and] [added: strong demand,] supply [removed: shortages.][added: shortages, and inflationary costs.]

[removed: It is likely that] [added: We have already observed some moderation in] the rate of price increases [removed: will slow down] as auto production slowly recovers from the semiconductor shortage, but it is unclear whether prices will decline fully to pre-COVID-19 pandemic levels.

In the long term, the outcome of de-carbonization [added: and electrification of the vehicle fleet] may depress oil demand, but the global energy transition will also contribute to [added: ongoing] volatility of oil and other energy prices.

For example, in North America, our larger, more profitable vehicles had an average contribution margin that was [removed: 118%] [added: 120%] of our total average contribution margin across all vehicles, whereas our smaller vehicles had significantly lower contribution margins.

*Trade Policy.* To the extent governments in various regions [removed: erect] [added: implement] or intensify barriers to imports, [added: such as erecting tariff] or [removed: implement currency policy that] [added: non-tariff barriers or manipulating their currency, and provide] advantages [added: to] local exporters selling into the global 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 [removed: have noted with concern recent developments in a number of regions.][added: will continue to monitor and address developing issues.]

[removed: The] [added: Accordingly, the] eventual implications of higher government deficits and debt, tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost of capital [removed: over our planning period.][added: for the business.]

Vehicles sold to daily rental car companies with an obligation to repurchase for a guaranteed amount, exercisable at the option of the customer, are accounted for as operating leases, with lease revenue [removed: and profits] recognized over the term of the lease.

[removed: Our Ford Credit segment revenue is generated primarily] [added: Revenue] from interest on finance [removed: receivables, net of certain deferred origination costs that are included as a reduction of financing revenue, and such revenue] [added: receivables] is recognized over the term of the receivable using the interest [removed: method.][added: method and includes the amortization of certain deferred origination costs.]

[removed: Also, revenue] [added: Revenue] from operating leases is recognized on a straight-line basis over the term of the lease.

*Cost of sales* and *Selling, administrative, and other expenses* for full year [removed: 2021] [added: 2022] were [removed: $126.6] [added: $145.3] billion.

For [removed: the] full [removed: year,] [added: year 2021,] we recorded $9.6 billion 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 as a remeasurement gain associated with our global pension and OPEB plans.

The table below shows our full year [removed: 2021] [added: 2022] key metrics for the Company compared to a year ago.

| | | | | | | 2020 | | | | | | 2021 | | | | | | [removed: H / (L)] [added: 2022] | | |

Net income/(loss) margin was 13.2% in 2021, up from negative 1.0% [removed: a year ago.][added: in 2020.]

Company adjusted EBIT margin was 7.3% in 2021, up from 2.0% [removed: a year ago.][added: in 2020.]

In 2021, wholesales in our Automotive segment declined 6% from [removed: a year ago,] [added: 2020,] reflecting semiconductor-related production constraints and the shift to a new business model in South America.

Full year 2021 Automotive revenue increased [removed: 9%,] [added: 9% from 2020,] driven by higher net pricing, favorable mix, and stronger currencies, partially offset by lower wholesales.

Our full year 2021 Automotive segment EBIT increased $5.7 billion from [removed: a year ago] [added: 2020] with an EBIT margin of 5.9 percent.

In North America, 2021 wholesales declined 4% from [removed: a year ago,] [added: 2020,] primarily reflecting the impact of semiconductor-related production constraints.

Full year 2021 revenue increased [removed: 10%,] [added: 10% from 2020,] driven by higher net pricing, favorable mix, and stronger currencies, partially offset by lower wholesales.

North America’s 2021 EBIT increased $3.7 billion from [removed: a year ago] [added: 2020] with an EBIT margin of 8.4%.

In South America, 2021 wholesales declined 56% from [removed: a year ago,] [added: 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 [removed: 3%,] [added: 3% from 2020,] driven by lower volume and weaker currencies, partially offset by higher net pricing and favorable mix.

South America’s 2021 EBIT loss improved $369 million from [removed: a year ago] [added: 2020] with an EBIT margin of negative 5.1%.

(a)Includes Ford brand vehicles produced and sold by our unconsolidated affiliate in [removed: Turkey] [added: Türkiye] (about 72,000 units in 2020 and 61,000 units in 2021); revenue does not include these sales.

In Europe, 2021 wholesales declined 13% from [removed: a year ago,] [added: 2020,] primarily reflecting the impact of semiconductor-related production constraints.

Full year 2021 revenue improved [removed: 8%,] [added: 8% from 2020,] driven by favorable mix, stronger currencies, and higher net pricing, partially offset by lower volume.

Europe’s 2021 EBIT loss improved $697 million from [removed: a year ago] [added: 2020] with an EBIT margin of negative 0.6%.

In China, 2021 wholesales increased 5% from [removed: a year ago,] [added: 2020,] driven by higher joint venture volumes.

Full year 2021 consolidated revenue declined [removed: 20%,] [added: 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 [removed: a year ago] [added: 2020] with an EBIT margin of negative 12.8%.

In our International Markets Group, 2021 wholesales increased 11% from [removed: a year ago,] [added: 2020,] reflecting the non-recurrence of the COVID-related production suspension and higher industry volumes, partially offset by the impact of semiconductor-related supply constraints.

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.

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.

*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.

*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 operating costs above normal rates.

Although headline inflation in the United States and Europe appears to have peaked, as gasoline and natural gas prices recede from the latest spike, core inflation (excluding food and energy prices) remains elevated and is a source of continued cost pressure on businesses and households.

Interest rates have increased significantly as central banks in developed countries attempt to subdue inflation while government deficits and debt remain at high levels in many global markets.

At Ford Credit, rising interest rates may impact its ability to source funding and offer financing at competitive rates, which could reduce its financing margin.

Our Ford Credit segment revenue is generated primarily from interest on finance receivables and revenue from operating leases.

| | | | | | | 2021 | | | | | | 2022 | | |

| Europe | | | | | | $ | (530) | | | | | $ | (151) | |

| India | | | | | | (468) | | | | | | (298) | | |

| China (including Taiwan) | | | | | | 150 | | | | | | (380) | | |

| North America | | | | | | (72) | | | | | | (198) | | |

| Gain/(loss) on Rivian investment | | | | | | $ | 9,096 | | | | | $ | (7,377) | |

| Debt extinguishment premium | | | | | | (1,692) | | | | | | (135) | | |

| AV strategy including Argo impairment (see Note 14) | | | | | | — | | | | | | (2,812) | | |

| Ford Credit – Brazil restructuring (see Note 21) | | | | | | 14 | | | | | | (155) | | |

| Russia suspension of operations/asset write-off | | | | | | — | | | | | | (158) | | |

| Patent matters related to prior calendar years | | | | | | — | | | | | | (124) | | |

| Pension settlements and curtailments | | | | | | (70) | | | | | | (438) | | |

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 investment and a $2.7 billion impairment on our Argo investment.

| | | | | | | 2021 | | | | | | 2022 | | | | | | H / (L) | | |

| Revenue ($M) | | | | | | 136,341 | | | | | | 158,057 | | | | | | 16 | | % |

| EPS (Diluted) | | | | | | $ | 4.45 | | | | | $ | (0.49) | | | | | $ | (4.94) | |

| Company Adj. EBIT ($M) | | | | | | 10,000 | | | | | | 10,415 | | | | | | 415 | | |

| Adjusted EPS (Diluted) | | | | | | $ | 1.59 | | | | | $ | 1.88 | | | | | $ | 0.29 | |

| | | | | | | 2021 | | | | | | 2022 | | | | | | H / (L) | | |

| Automotive | | | | | | $ | 7,397 | | | | | $ | 9,692 | | | | | $ | 2,295 | |

| Mobility | | | | | | (1,030) | | | | | | (926) | | | | | | 104 | | |

| Ford Credit | | | | | | 4,717 | | | | | | 2,657 | | | | | | (2,060) | | |

| Corporate Other | | | | | | (1,084) | | | | | | (1,008) | | | | | | 76 | | |

| Company Adjusted EBIT (a) | | | | | | 10,000 | | | | | | 10,415 | | | | | | 415 | | |

*Supplier Disruptions.* The automotive industry has a complex supply network with each manufacturers’ products containing components sourced from suppliers who, in turn, source components from their suppliers.

When there is a shortage of a key component in our supply chain, and the component cannot be easily sourced from a different supplier, the shortage can disrupt production.

Since early 2021, we and others in the automotive industry have faced a significant shortage of semiconductors.

The global semiconductor shortage is due in large part to makers of semiconductors having allocated their capacity to meet surging demand for consumer electronics during the COVID-19 pandemic while automotive OEMs experienced industry-wide plant closures.

At the same time, wafer foundries that support chipmakers have not invested enough in recent years to increase capacities to the levels needed to support demand from all of their customers.

Wafers have a long lead time for production, which further exacerbates the shortage.

When global automakers resumed vehicle production in 2020 – even more quickly than some expected – semiconductor supplies became further strained.

A combination of these factors, including increased demand for consumer electronics, automotive shutdowns due to COVID-19, the rapid recovery of demand for vehicles, and long lead times for wafer production, is contributing to the ongoing shortage of semiconductors.

Consistent with the actions taken by governmental authorities, in late March 2020, we idled our manufacturing operations in regions around the world other than China, where manufacturing operations were suspended in January and February before beginning to resume operations in March.

A successful phased restart of our manufacturing plants, supply network, and other dependent functions occurred in the second quarter of 2020.

The remote work arrangements that we implemented in 2020 remain in place in most locations.

Our remote work arrangements have been designed to allow for continued operation of non-production business-critical functions, including financial reporting systems and internal control.

The full impact of COVID-19 on future results depends on future developments, such as the ultimate duration and scope of outbreaks (including any potential future waves due to variants or otherwise, and the success of vaccination programs) and their impact on our customers, dealers, and suppliers.

Despite the successful restart of our manufacturing operations in 2020, we continue to experience intermittent COVID-19-related disruptions in our supply chain.

Moreover, new restrictions could have an adverse effect on production, supply chains, distribution, and demand for vehicles.

For additional information on the impact and potential impact of COVID-19 on us, please see Item 1A.

Risk Factors on page [17](#i7778e69e11e6463998712ba0b0ab1b0e_43).

Pursuant to the plan, we expect to incur about $11 billion of EBIT charges, with about $7 billion of cash effects, related to our global redesign efforts.

During the 2018 through 2022 period, we expect to have incurred the vast majority of the $11 billion of EBIT charges.

The last time the Fed shifted from easing to tightening, from 2013 through 2017, the U.S. dollar strengthened, and financial markets became more volatile.

Increased volatility in both developed and emerging market currencies may again be a result of policy tightening.

*Item 7.

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

*Excess Capacity.* According to IHS Automotive, an automotive research firm, the estimated global production capacity for light vehicles of about 124 million units exceeded global production by just under 41 million units in 2021.

Actual global production is projected to have risen by 8.9 million units in 2021, while capacity rose by just under 2 million units, leading excess capacity to decline by just under 7 million units.

Part of the decline was due to the impact of COVID-19-related production disruptions, but the rebound in 2021 production still left global excess capacity 1% above 2019.

In North America, the amount of excess capacity rose from 4.8 million units in 2019 to 7.5 million units in 2020, but then fell to 5.7 million units in 2021.

Europe followed a similar pattern, with excess capacity rising from 6.2 million units in 2019 to 10.6 million in 2020, but then declining to 8.6 million in 2021.

In Asia, however, excess capacity declined from 19.3 million units in 2019 to 15.9 million in 2020 and to 15.2 million units in 2021, coming off a weak base for China’s economy and automotive sector during 2018 and 2019.

After the pandemic-related disruptions ease, IHS projects that global excess capacity will trend lower, from around 49% of capacity in 2021 to just under 30% in 2028.

Despite the projected gradual decline, the amount of excess capacity will remain substantial and represents a risk to automotive prices and revenue.

*Commodity and Energy Price Changes.* The recovery from the COVID-19 pandemic has driven energy prices higher over the last year.

Oil prices are expected to remain volatile, and are likely to rise in the near term because of low global stocks.

Prices for other commodities have also been volatile though generally higher, as fluctuating global demand and differences in output across sectors due to the pandemic have generated divergence in price movements across different commodities.

For additional information on commodity costs, see the Outlook section on page [73](#i7778e69e11e6463998712ba0b0ab1b0e_175).

In Asia Pacific, a weak yen significantly reduces the cost of exports into the United States, Europe, and other global markets by Japanese manufacturers, and, over a period of time, contribute to other countries pursuing weak currency policies by intervening in the exchange rate markets.

This is particularly likely in other Asian countries, such as South Korea.

We believe the primary focus of the Biden administration will be addressing the COVID-19 pandemic and moving ahead with economic stimulus.

We will continue to monitor and address developing issues.

*Other Economic Factors.* Interest rates, notably mature market government bond yields, have remained lower than expected.

The net fair value of foreign exchange forward contracts (including adjustments for credit risk) as of December 31, [removed: 2021,] [added: 2022,] was [removed: a liability] [added: an asset] of [removed: $253] [added: $236] million, compared with a liability of [removed: $487] [added: $253] million as of December 31, [removed: 2020.][added: 2021.]

The potential change in the fair value from a 10% change in the underlying exchange rates, in U.S. dollar terms, would have been [removed: $2.2] [added: $1.9] billion at December 31, [removed: 2021,] [added: 2022,] compared with [removed: $2.5] [added: $2.2] billion at December 31, [removed: 2020.][added: 2021.]

As we transition to a greater mix of [removed: battery] electric vehicles, we expect to increase our reliance on lithium, cobalt, [added: nickel, graphite,] and [removed: nickel] [added: manganese, among other materials,] for batteries.

Accordingly, our practice is to use derivative instruments to hedge the price risk with respect to forecasted purchases of certain commodities that we can economically hedge [removed: (primarily base metals] and [removed: precious metals) and] consistent with our overall risk management strategy.

The net fair value of commodity forward contracts (including adjustments for credit risk) as of December 31, [removed: 2021,] [added: 2022,] was [removed: an asset] [added: a liability] of [removed: $220] [added: $49] million, compared with an asset of [removed: $105] [added: $220] million as of December 31, [removed: 2020.][added: 2021.]

The potential change in the fair value from a 10% change in the underlying commodity prices would [removed: be $215] [added: have been $178] million at December 31, [removed: 2021,] [added: 2022,] compared with [removed: $141] [added: $215] million at December 31, [removed: 2020.][added: 2021.]

At December 31, [removed: 2021,] [added: 2022,] Company cash consisted of [removed: $10.6] [added: $0.2] billion of Rivian marketable securities and [removed: $26.0] [added: $32.1] billion of cash in our investment portfolios, compared to [removed: $30.8] [added: $10.6] billion of [removed: Company] [added: Rivian marketable securities and $26.0 billion of] cash [added: in our investment portfolios] at December 31, [removed: 2020.][added: 2021.]

Assuming a hypothetical increase in interest rates of one percentage point, the value of our portfolios would be reduced by [removed: $250] [added: $256] million, as calculated as of December 31, [removed: 2021.][added: 2022.]

This compares to $250 million, as calculated as of December 31, [removed: 2020.][added: 2021.]

Under these interest rate scenarios, Ford Credit expects more [added: assets than] debt and liabilities [removed: than assets] 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 Ford Credit’s assets will increase [removed: less] [added: more] than the interest paid on Ford Credit’s debt, thereby initially [removed: decreasing] [added: increasing] Ford Credit’s pre-tax cash flow.

During a period of falling interest rates, Ford Credit would expect its pre-tax cash flow to initially [removed: increase.][added: decrease.]

Ford Credit’s pre-tax cash flow sensitivity to interest rate movement [removed: is highlighted in the table below.][added: at December 31 was as follows (in millions):]

[removed: Pre-tax cash flow sensitivity at December 31 was as follows (in millions):][added: | Pre-Tax Cash Flow Sensitivity | | | | | | 2021 | | | | | | 2022 | | |]

| One percentage point instantaneous *increase* in interest rates | | | | | | $ | [removed: (3)] [added: (76)] | | | | | $ | [removed: (76)] [added: 127] | |

| One percentage point instantaneous *decrease* in interest rates (a) | | | | | | [removed: 3] [added: 76] | | | | | | [removed: 76] [added: (127)] | | |

As a result of this policy, Ford Credit believes its market risk exposure, relating to changes in currency exchange rates at December 31, [removed: 2021,] [added: 2022,] is insignificant.

*Derivative Fair Values.* The net fair value of Ford Credit’s derivative financial instruments [added: at December 31, 2022] was [added: a liability of $2.0 billion, compared to] an asset of $553 million [removed: and $2.1 billion] at December 31, [removed: 2021 and 2020, respectively.][added: 2021.]

The decline in net fair value was driven by higher U.S. interest rates and a stronger U.S. dollar.

| Pre-Tax Cash Flow Sensitivity | | | | | | 2020 | | | | | | 2021 | | |

TRANSITION FROM LIBOR TO ALTERNATIVE REFERENCE RATES

We and our affiliates, including Ford Credit, have been working to transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates.

We have developed a total company inventory of affected financial instruments and contracts, have been working to transition legacy contracts linked to LIBOR to alternative reference rates, and are no longer utilizing LIBOR for new contracts.

With about [removed: 183,000] [added: 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 [added: customers] and deepen [removed: the loyalty of those customers.][added: their loyalty.]

[removed: The] [added: Additionally, the] Company is pursuing [removed: leadership positions in electrification, connected vehicle services, and] mobility [removed: solutions, including self-driving technology,] [added: 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, [removed: 2021 (“2021] [added: 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.

Below is a description of our reportable segments and other [removed: activities.][added: activities as of December 31, 2022.]

This segment includes revenues and costs related to our electrification vehicle [removed: programs.][added: programs and enterprise connectivity.]

In [removed: 2021,] [added: 2022,] we sold approximately [removed: 3,942,000] [added: 4,231,000] vehicles at wholesale throughout the world.

| Brand | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| Ford | | | [removed: 9,618] [added: 8,900] | | | | | | [removed: 8,900] [added: 8,596] | | |

| Ford-Lincoln (combined) | | | [removed: 707] [added: 654] | | | | | | [removed: 654] [added: 607] | | |

| Lincoln | | | [removed: 392] [added: 401] | | | | | | [removed: 401] [added: 408] | | |

| Total | | | [removed: 10,717] [added: 9,955] | | | | | | [removed: 9,955] [added: 9,611] | | |

[removed: Our] [added: Although recent supply disruptions have resulted in near-term upward pressure on new vehicle prices, our] industry has [added: historically had] a very competitive pricing environment, driven in part by [removed: industry] excess capacity.

For the past several decades, manufacturers typically have [removed: given] [added: offered] price discounts and other marketing incentives to provide value for customers and maintain market share and production [removed: levels.][added: levels, and we are beginning to see indications that some of these actions will resume in 2023 as industry production and inventories improve.]

The decline in value of foreign currencies in the past has [added: also] contributed significantly to competitive pressures in many of our markets.

[removed: Because of constraints related to COVID-19 in 2020 and, more recently,] [added: In recent years,] due to [added: COVID-19,] the semiconductor shortage, [added: and other supply constraints,] production has been higher in the second half of the year.

*Backlog Orders.* During the past year, gross stock levels at dealers were lower than normal due largely to the semiconductor [removed: shortage,] [added: shortage] and [added: other supply constraints, and] the amount of time required to fill orders for certain vehicles increased.

As we transition to a greater mix of [removed: battery] electric vehicles, we expect to increase our reliance on lithium, cobalt, [added: nickel, graphite,] and [removed: nickel] [added: manganese, among other materials,] for batteries.

We [removed: believe we] [added: expect to] have adequate supplies or sources of availability of raw materials necessary to meet our needs; however, there always are risks and uncertainties with respect to the supply of raw materials that could impact availability in sufficient quantities and at cost effective prices to meet our needs.

[removed: See] [added: Risk Factors” for a discussion of] the [added: risks associated with a shortage of components or raw materials, supplier disruptions, and inflationary pressures, the] “Key Trends and Economic Factors Affecting Ford and the Automotive Industry” section of Item 7 for a discussion of supplier disruptions caused by a shortage of key components, as well as commodity and energy price changes, and “Item 7A.

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| United States | | | [removed: 2,412] [added: 1,826] | | | | | | [removed: 1,826] [added: 1,716] | | | | | | [removed: 1,716] [added: 2,012] | | |

| Canada | | | [removed: 289] [added: 210] | | | | | | [removed: 210] [added: 233] | | | | | | [removed: 233] [added: 258] | | |

| Mexico | | | [removed: 53] [added: 34] | | | | | | [removed: 34] [added: 40] | | | | | | [removed: 40] [added: 42] | | |

| North America | | | [removed: 2,765] [added: 2,081] | | | | | | [removed: 2,081] [added: 2,006] | | | | | | [removed: 2,006] [added: 2,335] | | |

| Brazil | | | [removed: 218] [added: 135] | | | | | | [removed: 135] [added: 27] | | | | | | [removed: 27] [added: 21] | | |

| Argentina | | | [removed: 47] [added: 31] | | | | | | [removed: 31] [added: 26] | | | | | | [removed: 26] [added: 31] | | |

| South America | | | [removed: 295] [added: 185] | | | | | | [removed: 185] [added: 81] | | | | | | [removed: 81] [added: 83] | | |

| United Kingdom | | | [removed: 367] [added: 208] | | | | | | [removed: 208] [added: 227] | | | | | | [removed: 227] [added: 263] | | |

| Germany | | | [removed: 328] [added: 211] | | | | | | [removed: 211] [added: 152] | | | | | | [removed: 152] [added: 182] | | |

| EU20 (b) | | | [removed: 1,317] [added: 904] | | | | | | [removed: 904] [added: 806] | | | | | | [removed: 806] [added: 910] | | |

| Europe | | | [removed: 1,390] [added: 1,020] | | | | | | [removed: 1,020] [added: 891] | | | | | | [removed: 891] [added: 1,014] | | |

| China (c) | | | [removed: 535] [added: 617] | | | | | | [removed: 617] [added: 649] | | | | | | [removed: 649] [added: 495] | | |

| Australia | | | [removed: 64] [added: 57] | | | | | | [removed: 57] [added: 70] | | | | | | [removed: 70] [added: 71] | | |

| India | | | [removed: 73] [added: 46] | | | | | | [removed: 46] [added: 34] | | | | | | [removed: 34] [added: —] | | |

| ASEAN (d) | | | [removed: 102] [added: 67] | | | | | | [removed: 67] [added: 75] | | | | | | [removed: 75] [added: 102] | | |

| Russia | | | [removed: 28] [added: 14] | | | | | | [removed: 14] [added: 22] | | | | | | [removed: 22] [added: 3] | | |

| International Markets Group | | | [removed: 401] [added: 284] | | | | | | [removed: 284] [added: 315] | | | | | | [removed: 315] [added: 304] | | |

| Total Company | | | [removed: 5,386] [added: 4,187] | | | | | | [removed: 4,187] [added: 3,942] | | | | | | [removed: 3,942] [added: 4,231] | | |

Wholesale unit volumes also include all Ford and Lincoln badged units (whether produced by Ford or by an unconsolidated affiliate) that are sold to [removed: dealerships,] [added: dealerships or others,] units manufactured by Ford that are sold to other manufacturers, units distributed by Ford for other manufacturers, local brand units produced by our unconsolidated Chinese joint venture Jiangling Motors Corporation, Ltd. (“JMC”) that are sold to [removed: dealerships,] [added: dealerships or others,] and from the second quarter of 2021, Ford badged vehicles produced in Taiwan by Lio Ho Group.

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.

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 (combined, replacing the Automotive segment); Ford Next (previously Mobility); and Ford Credit.

As a result of the change, beginning with our Quarterly Report on Form 10-Q for the quarter ending March 31, 2023, we will report our results in these five reportable segments.

Company adjusted 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 Other, as well as Interest on Debt, Special Items, and Taxes.

See “Item 1A.

| Türkiye | | | 102 | | | | | | 72 | | | | | | 85 | | |

| Mexico | | | — | | | | | | — | | | | | | — | | | | | | 1.0 | | | | | | 1.0 | | | | | | 1.1 | | | | | | 4.0 | | | | | | 4.0 | | | | | | 3.8 | | |

| | | | 2021 | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | |

| Trucks | | | 1,011,198 | | | | | | 955,543 | | | | | | 942,472 | | | | | | 1,051,900 | | |

| SUVs | | | 827,278 | | | | | | 861,256 | | | | | | 724,539 | | | | | | 911,203 | | |

| Cars | | | 67,479 | | | | | | 47,665 | | | | | | 49,470 | | | | | | 49,242 | | |

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, 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.

In August 2022, California approved a sweeping revision to the ZEV regulation.

Beginning with the 2026 model year, the revised ZEV rule mandates a 35% ZEV sales requirement, rising to 100% by 2035.

In South America, most countries are evolving to implement more stringent requirements accepting Europe and U.S. regulations, except Brazil, which has a unique local process called PROCONVE based on U.S. regulations for light-duty vehicles and European regulations for heavy-duty vehicles.

Both British Columbia and Quebec have proposed draft amendments to their regulations to increase requirements starting in 2025 and 2026, respectively.

The federal government has published draft light-duty ZEV sales requirements through an amendment to the Passenger Automobile and Light Truck Greenhouse Gas Emission 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.

In late 2022, EPA began consideration of sweeping changes to light-duty GHG regulations for model years 2027 and beyond.

These regulations are expected to extend through at least the 2030 model year, and to drive significant ZEV sales mix, along with rapid improvement of ICE vehicle performance, by virtue of greatly increased stringency.

These new rules are expected to impose increased challenges and costs on the development of light-duty vehicles.

Furthermore, mobile network providers in certain EU Member States have begun shutting down their 2G and 3G networks, which form the basis for e-Call system functionality in existing vehicles.

The e-Call systems in existing vehicles may need to be updated as these systems are phased out.

It is also possible that the EU may mandate Member States to maintain these networks to allow for the continued functionality of existing e-Call systems.

We 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.

The workplace is quickly evolving, and new working practices are constantly developing.

Ford continues to accelerate its efforts to attract new employees with diverse skill sets and capabilities, and more resources have been dedicated to recruiting these employees, who are critical to supporting our business model.

The performance management process is reviewed regularly to ensure we set clear expectations, measure individual performance, and reward appropriately.

Our Leadership+ mechanism for developing People Leaders guides how we think about performance 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.

Unfortunately, there were two fatal incidents in 2022 in our China region.

While our global LTCR remains stable overall, there was an increase to 0.39 in 2022 from 0.35 in 2021.

We will continue our efforts to reduce workplace injuries.

We provide global wellbeing programs, such as Employee Assistance Programs and mindfulness sessions, among other things.

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 drive change in these areas are effective.

| | | | 2021 | | | | | | 2022 | | |

Ford designs, manufactures, markets, and services a full line of connected, increasingly electrified passenger and commercial vehicles: Ford trucks, utility vehicles, vans, and cars, and Lincoln luxury vehicles.

*Item 1.

Business (Continued)*

The U.S. administration has sought to address this issue with currency provisions that were included in the United States-Mexico-Canada Agreement and United States-China trade deals.

| Turkey | | | 47 | | | | | | 102 | | | | | | 72 | | |

__________

| Mexico | | | 0.1 | | | | | | — | | | | | | — | | | | | | 1.4 | | | | | | 1.0 | | | | | | 1.0 | | | | | | 4.4 | | | | | | 4.0 | | | | | | 4.0 | | |

| | | | 2020 | | | | | | 2021 | | | | | | 2020 | | | | | | 2021 | | |

| Trucks | | | 1,102,097 | | | | | | 1,011,198 | | | | | | 953,165 | | | | | | 942,472 | | |

| SUVs | | | 749,583 | | | | | | 827,278 | | | | | | 712,623 | | | | | | 724,539 | | |

| Cars | | | 193,064 | | | | | | 67,479 | | | | | | 160,449 | | | | | | 49,470 | | |

Effective January 1, 2021, we realigned the costs and benefits related to enterprise connectivity activities previously included in the Mobility segment to the Automotive segment.

Effective January 1, 2021, (i) cash and other centrally managed corporate assets reported in the Automotive segment were realigned to Corporate Other, and (ii) certain corporate governance expenses that benefit the global enterprise previously reported in the Automotive segment are reported as part of Corporate Other.

California is in the process of adopting new ZEV regulations applicable to model years 2026-2035.

The federal government has started preliminary consultations on a potential ZEV mandate.

EPA is expected to take similar action in early 2022 under the Clean Air Act.

The revised U.S. EPA standards were automatically adopted in Canada by reference for the 2022-2025 model years; however, Canada also undertook a mid-term evaluation of the standards for the 2022 model year and beyond, which concluded in 2021 and sought to align with the most stringent standards in the United States (federal or state).

When U.S. EPA’s final rule goes into effect, Canada will automatically adopt the new standards by reference to the U.S. Code of Federal Regulations.

Caring for each other through valuing diversity, embracing inclusion, celebrating success, encouraging new thinking, supporting each other through change, and winning as a team is a key element of our plan to drive long-term business success.

In 2020 and 2021, we conducted comprehensive DEI Audits in the United States and seven major markets.

The purpose of the audits, which included qualitative data, quantitative data, and deep ethnography, is to accelerate our efforts to improve the employee experience and cultivate a culture of belonging.

Since January 2020, we have added a substantial number of employees to our salaried workforce to support these emerging areas of our business, and have dedicated more resources to recruiting these employees.

In 2021, we established Leadership+, a new mechanism for developing People Leaders and delivering key messages related to that role, including demonstrating care, fostering psychological safety, instilling a challenger mindset, and leading through the evolution of work.

Through Leadership+, we have activated People Leaders – quickly and at scale – to help deliver Ford+.

Unfortunately, there were three fatal incidents in 2021 in our North American manufacturing facilities.

Our LTCR increased to 0.35 in 2021 from 0.31 in 2020, primarily due to high variations in production schedules and employee turnover.

We continue to address the complexity of the global COVID-19 pandemic, including how we support and protect our employees, the communities in which we operate, and our Company assets.

The COVID-19 Business Resumption Plan, i.e., “The Return-To-Work Playbook,” continues to guide our efforts to protect our employees as the pandemic continues.

The Return-To-Work Playbook is our corporate guideline and aligns with recommendations from the World Health Organization, the Centers for Disease Control and Prevention, and country and local health departments.

The Playbook’s core objective is to protect our employees and provide a safe work environment.

The main elements of the Playbook include:

- Guidelines and requirements for completion of a daily health check survey

- Guidelines for temperature scanning prior to entering certain facilities

- Guidelines for appropriate use and application of Personal Protective Equipment

- Guidelines and recommendations for social distancing inside and outside of workstations

- Cleaning and disinfecting workstations and common areas

- Guidelines supporting handwashing methods and frequency

- Placement strategy for hand sanitizer stations

We will continue to be vigilant and proactive in our efforts to effectively manage the COVID-19 pandemic.

Our efforts to drive change in these areas are paying off.

The majority of our asbestos cases do not specify a dollar amount for damages; in many of the other cases the dollar amount specified is the jurisdictional minimum, and the vast majority of these cases involve multiple [removed: defendants, sometimes more than one hundred.][added: defendants.]

[removed: Many] [added: Some] of these cases [added: may] also involve multiple plaintiffs, and [removed: often] we [removed: are] [added: may be] unable to tell from the pleadings which plaintiffs are making claims against us (as opposed to other defendants).

[removed: At this time, we have no] [added: Any] legal [removed: proceedings] [added: proceeding] arising under any federal, state, or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment, in which (i) a governmental authority is a party, and (ii) we believe there is the possibility of monetary sanctions (exclusive of interest and costs) in excess of [removed: $1,000,000.][added: $1,000,000 is described herein.]

Below is a product liability matter currently pending against Ford:

*Hill v.

Ford.* Plaintiffs in this product liability action pending in Georgia state court allege that the roof of a 2002 Ford F-250 involved in a rollover accident was defectively designed.

During the first trial in 2018, the judge declared a mistrial, ruled that Ford’s attorneys had violated pre-trial rulings while presenting evidence, and sanctioned Ford by prohibiting Ford from introducing any evidence at the second trial to show that the roof design of the F-250 was not defective.

During the second trial in August 2022, a jury found that Pep Boys (the party that sold the tires on the vehicle involved in the rollover accident) was responsible for 30% of the damages, and Ford, as a direct result of the sanctions order prohibiting Ford from presenting its defense, was responsible for 70% of the damages, resulting in $16.8 million in damages being apportioned to Ford.

The jury subsequently awarded punitive damages against Ford in the amount of $1.7 billion.

We have filed post-trial motions 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.

On June 16, 2022, the New Jersey Department of Environmental Protection (“NJDEP”) filed a complaint in the Superior Court of New Jersey (Bergen County) seeking natural resource damages and other claims related to the Ringwood Mines/Landfill Site located in Ringwood, New Jersey.

We are defending the NJDEP’s allegations and have filed a motion to dismiss.

*European Commission and U.K. Competition and Markets Authority Matter.* On March 15, 2022, the European Commission (the “Commission”) and the U.K. Competition and Markets Authority (the “CMA”) conducted unannounced inspections at the premises of, and sent formal requests for information to, several companies and associations active in the automotive sector, including Ford.

The inspections and requests for information concern possible collusion in relation to the collection, treatment, and recovery of end-of-life cars and vans (“ELVs”).

We understand that the scope of the investigations includes determining whether manufacturers and importers of passenger cars and vans agreed to an approach to (i) the compensation of ELV collection, treatment, and recovery companies, and (ii) the use of data relating to the recyclability or recoverability of ELVs in marketing materials, and whether such conduct violates relevant competition laws.

If a violation is found, a broad range of remedies is potentially available to the Commission and/or CMA, including imposing a fine and/or the prohibition or restriction 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 and the CMA as they complete their investigations.

*European Competition Law Matter.* On October 5, 2018, FCE Bank plc (“FCE”) received a notice from the Italian Competition Authority (the “ICA”) concerning an alleged violation of Article 101 of the Treaty on the Functioning of the European Union.

The ICA alleged that FCE and other parties engaged in anti-competitive practices in relation to the automotive finance market in Italy.

On January 9, 2019, FCE received a decision from the ICA, which included an assessment of a fine against FCE in the amount of €42 million.

On March 8, 2019, FCE appealed the decision and the fine to the Italian administrative court, and on November 24, 2020, the Italian administrative court ruled in favor of FCE.

On December 23, 2020, the ICA filed an appeal of the Italian administrative court’s decision to the Italian Council of State, and a hearing on the appeal was held on January 13, 2022.

On February 1, 2022, the Italian Council of State dismissed the ICA’s appeal.

*Emissions Certification.* Beginning in 2018 and continuing into 2020, the Company investigated a potential concern involving its U.S. emissions certification process.

The matter focused on issues related to road load estimations, including analytical modeling and coastdown testing.

The potential concern did not involve the use of defeat devices (see Item 1, Governmental Standards for a definition of defeat devices).

We voluntarily disclosed this matter to the U.S. Environmental Protection Agency (“EPA”) and the California Air Resources Board (“CARB”) on February 18, 2019 and February 21, 2019, respectively.

Subsequently, the U.S. Department of Justice (“DOJ”) opened a criminal investigation into the matter.

In addition, we notified a number of other state and federal agencies.

We cooperated fully with these government agencies.

We received notifications from EPA, CARB, and DOJ that these agencies have closed their inquiries into the matter and do not intend to take any further action.

Environment and Climate Change Canada’s request for information has been completed.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

As of June 30, [removed: 2021,] [added: 2022,] Ford had outstanding [removed: 3,923,909,331] [added: 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 [removed: ($14.86] [added: ($11.13] per share), the aggregate market value of such Common Stock was [removed: $58,309,292,659.][added: $43,956,659,969.]

The shares of Common Stock and Class B Stock outstanding at June 30, [removed: 2021] [added: 2022] included shares owned by persons who may be deemed to be “affiliates” of Ford.

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 [removed: 12, 2022] [added: 11, 2023] (our “Proxy Statement”), which is incorporated by reference under various Items of this Report as indicated below.

As of January [removed: 31, 2022,] [added: 30, 2023,] Ford had outstanding [removed: 3,933,395,476] [added: 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 [removed: ($20.30] [added: ($12.89] per share), the aggregate market value of such Common Stock was [removed: $79,847,928,163.][added: $50,468,600,929.]

Exhibit Index begins on page [removed: [99](#i7778e69e11e6463998712ba0b0ab1b0e_262)][added: [99](#ie50adb6d899d4f6ebcb5e73f7bd915e7_259)]

For the Year Ended December 31, [removed: 2021][added: 2022]

| Item 1 | | | Business | | | | | | [removed: [1](#i7778e69e11e6463998712ba0b0ab1b0e_16)] [added: [1](#ie50adb6d899d4f6ebcb5e73f7bd915e7_16)] | | |

| | | | Automotive Segment | | | | | | [removed: [2](#i7778e69e11e6463998712ba0b0ab1b0e_22)] [added: [2](#ie50adb6d899d4f6ebcb5e73f7bd915e7_22)] | | |

| | | | Mobility Segment | | | | | | [removed: [6](#i7778e69e11e6463998712ba0b0ab1b0e_25)] [added: [5](#ie50adb6d899d4f6ebcb5e73f7bd915e7_25)] | | |

| | | | Ford Credit Segment | | | | | | [removed: [6](#i7778e69e11e6463998712ba0b0ab1b0e_28)] [added: [6](#ie50adb6d899d4f6ebcb5e73f7bd915e7_28)] | | |

| | | | Corporate Other | | | | | | [removed: [7](#i7778e69e11e6463998712ba0b0ab1b0e_31)] [added: [7](#ie50adb6d899d4f6ebcb5e73f7bd915e7_31)] | | |

| | | | Interest on Debt | | | | | | [removed: [7](#i7778e69e11e6463998712ba0b0ab1b0e_34)] [added: [7](#ie50adb6d899d4f6ebcb5e73f7bd915e7_34)] | | |

| | | | Governmental Standards | | | | | | [removed: [7](#i7778e69e11e6463998712ba0b0ab1b0e_37)] [added: [7](#ie50adb6d899d4f6ebcb5e73f7bd915e7_37)] | | |

| | | | Human Capital Resources | | | | | | [removed: [13](#i7778e69e11e6463998712ba0b0ab1b0e_40)] [added: [13](#ie50adb6d899d4f6ebcb5e73f7bd915e7_40)] | | |

| Item 1A | | | Risk Factors | | | | | | [removed: [17](#i7778e69e11e6463998712ba0b0ab1b0e_43)] [added: [16](#ie50adb6d899d4f6ebcb5e73f7bd915e7_43)] | | |

| Item 1B | | | Unresolved Staff Comments | | | | | | [removed: [26](#i7778e69e11e6463998712ba0b0ab1b0e_49)] [added: [27](#ie50adb6d899d4f6ebcb5e73f7bd915e7_49)] | | |

| Item 2 | | | Properties | | | | | | [removed: [27](#i7778e69e11e6463998712ba0b0ab1b0e_52)] [added: [28](#ie50adb6d899d4f6ebcb5e73f7bd915e7_52)] | | |

| Item 3 | | | Legal Proceedings | | | | | | [removed: [28](#i7778e69e11e6463998712ba0b0ab1b0e_58)] [added: [29](#ie50adb6d899d4f6ebcb5e73f7bd915e7_58)] | | |

| Item 4 | | | Mine Safety Disclosures | | | | | | [removed: [30](#i7778e69e11e6463998712ba0b0ab1b0e_64)] [added: [31](#ie50adb6d899d4f6ebcb5e73f7bd915e7_64)] | | |

| Item 4A | | | Executive Officers of Ford | | | | | | [removed: [31](#i7778e69e11e6463998712ba0b0ab1b0e_67)] [added: [32](#ie50adb6d899d4f6ebcb5e73f7bd915e7_67)] | | |

| Item 5 | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | | | | [removed: [32](#i7778e69e11e6463998712ba0b0ab1b0e_73)] [added: [33](#ie50adb6d899d4f6ebcb5e73f7bd915e7_73)] | | |

| Item 7 | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | | [removed: [34](#i7778e69e11e6463998712ba0b0ab1b0e_79)] [added: [35](#ie50adb6d899d4f6ebcb5e73f7bd915e7_76)] | | |

| | | | Key Trends and Economic Factors Affecting Ford and the Automotive Industry | | | | | | [removed: [34](#i7778e69e11e6463998712ba0b0ab1b0e_82)] [added: [35](#ie50adb6d899d4f6ebcb5e73f7bd915e7_79)] | | |

| | | | Results of Operations - 2021 | | | | | | [removed: [38](#i7778e69e11e6463998712ba0b0ab1b0e_85)] [added: [51](#ie50adb6d899d4f6ebcb5e73f7bd915e7_124)] | | |

| | | | Automotive Segment | | | | | | [removed: [40](#i7778e69e11e6463998712ba0b0ab1b0e_88)] [added: [40](#ie50adb6d899d4f6ebcb5e73f7bd915e7_85)] | | |

| | | | Ford Credit Segment | | | | | | [removed: [46](#i7778e69e11e6463998712ba0b0ab1b0e_112)] [added: [47](#ie50adb6d899d4f6ebcb5e73f7bd915e7_109)] | | |

| | | | Ford Credit Segment | | | | | | [removed: [58](#i7778e69e11e6463998712ba0b0ab1b0e_151)] [added: [58](#ie50adb6d899d4f6ebcb5e73f7bd915e7_148)] | | |

| | | | Liquidity and Capital Resources | | | | | | [removed: [60](#i7778e69e11e6463998712ba0b0ab1b0e_163)] [added: [60](#ie50adb6d899d4f6ebcb5e73f7bd915e7_160)] | | |

| | | | Cautionary Note on Forward-Looking Statements | | | | | | [removed: [74](#i7778e69e11e6463998712ba0b0ab1b0e_178)] [added: [74](#ie50adb6d899d4f6ebcb5e73f7bd915e7_175)] | | |

| | | | Non-GAAP Financial Measures That Supplement GAAP Measures | | | | | | [removed: [75](#i7778e69e11e6463998712ba0b0ab1b0e_181)] [added: [76](#ie50adb6d899d4f6ebcb5e73f7bd915e7_178)] | | |

| | | | Non-GAAP Financial Measure Reconciliations | | | | | | [removed: [77](#i7778e69e11e6463998712ba0b0ab1b0e_184)] [added: [78](#ie50adb6d899d4f6ebcb5e73f7bd915e7_181)] | | |

| | | | Critical Accounting Estimates | | | | | | [removed: [84](#i7778e69e11e6463998712ba0b0ab1b0e_202)] [added: [84](#ie50adb6d899d4f6ebcb5e73f7bd915e7_199)] | | |

| | | | Accounting Standards Issued But Not Yet Adopted | | | | | | [removed: [92](#i7778e69e11e6463998712ba0b0ab1b0e_211)] [added: [92](#ie50adb6d899d4f6ebcb5e73f7bd915e7_208)] | | |

| Item 7A | | | Quantitative and Qualitative Disclosures About Market Risk | | | | | | [removed: [93](#i7778e69e11e6463998712ba0b0ab1b0e_217)] [added: [93](#ie50adb6d899d4f6ebcb5e73f7bd915e7_211)] | | |

| Item 8 | | | Financial Statements and Supplementary Data | | | | | | [removed: [96](#i7778e69e11e6463998712ba0b0ab1b0e_229)] [added: [96](#ie50adb6d899d4f6ebcb5e73f7bd915e7_223)] | | |

| Item 9 | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | | | | [removed: [96](#i7778e69e11e6463998712ba0b0ab1b0e_232)] [added: [96](#ie50adb6d899d4f6ebcb5e73f7bd915e7_226)] | | |

| Item 9A | | | Controls and Procedures | | | | | | [removed: [97](#i7778e69e11e6463998712ba0b0ab1b0e_235)] [added: [97](#ie50adb6d899d4f6ebcb5e73f7bd915e7_229)] | | |

| 6.500% Notes due August 15, 2062 | | | | | | FPRD | | | | | | New York Stock Exchange | | |

| | | | Overview | | | | | | [2](#ie50adb6d899d4f6ebcb5e73f7bd915e7_19) | | |

| | | | Results of Operations - 2022 | | | | | | [38](#ie50adb6d899d4f6ebcb5e73f7bd915e7_82) | | |

| | | | Mobility Segment | | | | | | [46](#ie50adb6d899d4f6ebcb5e73f7bd915e7_106) | | |

| | | | Corporate Other | | | | | | [49](#ie50adb6d899d4f6ebcb5e73f7bd915e7_115) | | |

| | | | Interest on Debt | | | | | | [49](#ie50adb6d899d4f6ebcb5e73f7bd915e7_118) | | |

| | | | Taxes | | | | | | [50](#ie50adb6d899d4f6ebcb5e73f7bd915e7_121) | | |

| | | | Automotive Segment | | | | | | [53](#ie50adb6d899d4f6ebcb5e73f7bd915e7_127) | | |

| | | | Mobility Segment | | | | | | [58](#ie50adb6d899d4f6ebcb5e73f7bd915e7_145) | | |

| | | | Corporate Other | | | | | | [59](#ie50adb6d899d4f6ebcb5e73f7bd915e7_151) | | |

| | | | Interest on Debt | | | | | | [59](#ie50adb6d899d4f6ebcb5e73f7bd915e7_154) | | |

| | | | Taxes | | | | | | [59](#ie50adb6d899d4f6ebcb5e73f7bd915e7_157) | | |

| | | | Credit Ratings | | | | | | [72](#ie50adb6d899d4f6ebcb5e73f7bd915e7_169) | | |

| | | | Outlook | | | | | | [73](#ie50adb6d899d4f6ebcb5e73f7bd915e7_172) | | |

| | | | 2022 Supplemental Financial Information | | | | | | [80](#ie50adb6d899d4f6ebcb5e73f7bd915e7_184) | | |

| | | | Signatures | | | | | | [104](#ie50adb6d899d4f6ebcb5e73f7bd915e7_265) | | |

| | | | Overview | | | | | | [2](#i7778e69e11e6463998712ba0b0ab1b0e_19) | | |

| | | | Mobility Segment | | | | | | [46](#i7778e69e11e6463998712ba0b0ab1b0e_109) | | |

| | | | Corporate Other | | | | | | [49](#i7778e69e11e6463998712ba0b0ab1b0e_118) | | |

| | | | Interest on Debt | | | | | | [49](#i7778e69e11e6463998712ba0b0ab1b0e_121) | | |

| | | | Taxes | | | | | | [50](#i7778e69e11e6463998712ba0b0ab1b0e_124) | | |

| | | | Results of Operations - 2020 | | | | | | [51](#i7778e69e11e6463998712ba0b0ab1b0e_127) | | |

| | | | Automotive Segment | | | | | | [53](#i7778e69e11e6463998712ba0b0ab1b0e_130) | | |

| | | | Mobility Segment | | | | | | [58](#i7778e69e11e6463998712ba0b0ab1b0e_148) | | |

| | | | Corporate Other | | | | | | [59](#i7778e69e11e6463998712ba0b0ab1b0e_154) | | |

| | | | Interest on Debt | | | | | | [59](#i7778e69e11e6463998712ba0b0ab1b0e_157) | | |

| | | | Taxes | | | | | | [59](#i7778e69e11e6463998712ba0b0ab1b0e_160) | | |

| | | | Credit Ratings | | | | | | [72](#i7778e69e11e6463998712ba0b0ab1b0e_172) | | |

| | | | Outlook | | | | | | [73](#i7778e69e11e6463998712ba0b0ab1b0e_175) | | |

| | | | 2021 Supplemental Financial Information | | | | | | [80](#i7778e69e11e6463998712ba0b0ab1b0e_187) | | |

| | | | Signatures | | | | | | [104](#i7778e69e11e6463998712ba0b0ab1b0e_268) | | |

Approximately [removed: 90%] [added: 85%] of the total square footage of our [removed: engineering centers and our supplementary research] [added: testing, prototype,] and [removed: development] [added: operations] space is owned by us.

We and the entities that we consolidated as of December 31, [removed: 2021] [added: 2022] use [removed: eight regional engineering, research,] [added: 13 engineering] and [removed: development centers,] [added: research facilities] and [removed: 48] [added: 44] manufacturing and assembly plants, which includes plants that are operated by us or our consolidated joint venture that support our Automotive segment.

The most significant of our Automotive [removed: and Mobility] segment unconsolidated joint ventures are as follows:

- *Ford Otomotiv Sanayi Anonim Sirketi (“Ford Otosan”)* — a joint venture in [removed: Turkey] [added: Türkiye] among Ford (41% partner), the Koc Group of [removed: Turkey] [added: Türkiye] (41% partner), and public investors (18%) that is the sole supplier to us of the Transit, Transit Custom, and Transit Courier commercial [removed: vehicles] [added: vehicles, and, as of July 2022, the sole supplier of the Puma and EcoSport] for Europe and is [removed: our] [added: the] sole distributor of Ford vehicles in [removed: Turkey.][added: Türkiye.]

The joint venture owns three plants, a parts distribution depot, and a research and development center in [removed: Turkey.][added: Türkiye, and, as of July 2022, a combined vehicle and engine plant in Romania.]

- *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.

- *Argo AI, LLC* — Argo AI is a self-driving technology platform company with offices in Pittsburgh, PA, Palo Alto, CA, Allen Park, MI, Cranbury, NJ, and Munich, Germany.

Ford and Volkswagen each hold 41% of the ownership interests in Argo AI, with the remaining interests held by employees, founders, and Lyft.

- *Ford Sollers Netherlands B.V. (“Ford Sollers”)* — a joint venture between Ford (49% shareholder) and Sollers PJSC (“Sollers”) (51% shareholder).

The joint venture is primarily engaged in manufacturing light commercial vehicles for sale in Russia, and has an exclusive right to manufacture, assemble, and distribute light commercial Ford vehicles in Russia through the licensing of certain trademarks and intellectual property rights.

The joint venture operates one manufacturing facility in Russia.

Our executive officers are as follows, along with each executive officer’s position and age at February 1, [removed: 2022:][added: 2023:]

| William Clay Ford, Jr. (a) | | | | | | Executive Chair and Chair of the Board | | | | | | September 2006 | | | | | | [removed: 64] [added: 65] | | |

| James D. Farley, Jr. (b) | | | | | | President and Chief Executive Officer | | | | | | October 2020 | | | | | | [removed: 59] [added: 60] | | |

| John Lawler | | | | | | Chief Financial Officer | | | | | | October 2020 | | | | | | [removed: 55] [added: 56] | | |

| Michael Amend | | | | | | Chief [removed: Digital & Information] [added: Enterprise Technology] Officer | | | | | | September 2021 | | | | | | [removed: 44] [added: 45] | | |

| Steven P. Croley | | | | | | Chief Policy Officer and General Counsel | | | | | | July 2021 | | | | | | [removed: 56] [added: 57] | | |

| J. Doug Field | | | | | | Chief Advanced [removed: Technology] [added: Product Development] and [removed: Embedded Systems] [added: Technology] Officer | | | | | | September [removed: 2021] [added: 2022] | | | | | | [removed: 56] [added: 57] | | |

| [removed: Kiersten Robinson] [added: Jennifer Waldo] | | | | | | Chief People and Employee Experience Officer | | | | | | [removed: October 2020] [added: May 2022] | | | | | | [removed: 51] [added: 46] | | |

| Anning Chen | | | | | | President and Chief Executive Officer, Ford of China | | | | | | December 2018 | | | | | | [removed: 60] [added: 61] | | |

| Cathy O’Callaghan | | | | | | Controller | | | | | | June 2018 | | | | | | [removed: 53] [added: 54] | | |

[removed: Prior to becoming Chief Digital & Information Officer,] [added: -] Michael Amend was President, Online, at Lowe’s from 2018 to 2021.

[removed: Prior to becoming Chief Policy Officer and General Counsel,] [added: -] Steven Croley was a partner in the Washington, D.C., office of Latham & Watkins from 2017 to 2021.

[removed: Prior to becoming President and Chief Executive Officer, Ford of China, from 2010 to 2018,] [added: -] Anning Chen held several leadership roles in Chery Automobile LTD, China [added: from 2010 to 2018,] including: Chief Executive Officer; Executive Vice President and Chief Operating Officer; and Vice President of Products and Engineering.

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

| Theodore Cannis | | | | | | CEO, Ford Pro | | | | | | May 2022 | | | | | | 56 | | |

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

Prior to joining Ford:

- J.

- 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.

| Jon M. Huntsman, Jr. (c) | | | | | | Vice Chair, Policy | | | | | | May 2021 | | | | | | 61 | | |

| Hau Thai-Tang | | | | | | Chief Product Platform and Operations Officer | | | | | | October 2020 | | | | | | 55 | | |

| Ashwani (“Kumar”) Galhotra | | | | | | President, Americas and International Markets Group | | | | | | April 2020 | | | | | | 56 | | |

| Stuart Rowley | | | | | | President, Ford of Europe | | | | | | April 2019 | | | | | | 54 | | |

(c)Also a Director and member of the Sustainability, Innovation and Policy Committee of the Board of Directors.

Prior to becoming Vice Chair, Policy, Governor Huntsman was re-elected a member of Ford’s Board of Directors in October 2020 after previously serving as a director from 2012 to 2017.

Governor Huntsman served as the U.S. Ambassador to Russia from 2017 through 2019.

He served as the Chairman of the Atlantic Council of the United States from 2014 until 2017 and Chairman of the Huntsman Cancer Foundation from 2012 until 2017.

He has previously served as U.S. ambassador to China, U.S. ambassador to Singapore, and as Deputy U.S. Trade Representative.

Governor Huntsman was twice elected Governor of Utah.

Prior to becoming Chief Advanced Technology and Embedded Systems Officer, J.

As of January [removed: 31, 2022,] [added: 30, 2023,] stockholders of record of Ford included approximately [removed: 107,225] [added: 104,339] holders of Common Stock and 3 holders of Class B Stock.

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, [removed: 2021.][added: 2022.]

It shows the growth of a $100 investment on December 31, [removed: 2016,] [added: 2017,] including the reinvestment of all dividends.

[removed: ][added: ]

| Company/Index | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| Ford Motor Company | | | | | | 100 | | | | | | [removed: 109] [added: 66] | | | | | | [removed: 71] [added: 85] | | | | | | [removed: 93] [added: 82] | | | | | | [removed: 89] [added: 194] | | | | | | [removed: 211] [added: 112] | | |

| Dow Jones Automobiles & Parts Titans 30 | | | | | | 100 | | | | | | [removed: 121] [added: 79] | | | | | | [removed: 95] [added: 89] | | | | | | [removed: 108] [added: 135] | | | | | | [removed: 163] [added: 169] | | | | | | [removed: 204] [added: 115] | | |

The table below shows the dividends we paid per share of Common and Class B Stock for each quarterly period in [removed: 2020] [added: 2021] and [removed: 2021:][added: 2022:]

| Dividends per share of Ford Common and Class B Stock | | | $ | [removed: 0.15] [added: 0.00] | | | | | $ | 0.00 | | | | | $ | 0.00 | | | | | $ | [removed: 0.00] [added: 0.10] | | | | | $ | [removed: 0.00] [added: 0.10] | | | | | $ | [removed: 0.00] [added: 0.10] | | | | | $ | [removed: 0.00] [added: 0.15] | | | | | $ | [removed: 0.10] [added: 0.15] | |

[removed: On October 27, 2021, we announced the reinstatement of a regular quarterly dividend of $0.10 per share on our Common and Class B Stock starting in the fourth quarter of 2021, and] [added: Subject to legally available funds,] we intend to continue [removed: paying] [added: to pay] a [added: regular] quarterly cash dividend on our outstanding Common Stock and Class B Stock.

| S&P 500 | | | | | | 100 | | | | | | 96 | | | | | | 126 | | | | | | 149 | | | | | | 192 | | | | | | 157 | | |

In the fourth quarter of 2022, we completed a modest anti-dilutive share repurchase program to offset the dilutive effect of share-based compensation granted during 2022.

The plan authorized repurchases of up to 35 million shares of Ford Common Stock.

| October 1, 2022 through October 31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | — | | |

| November 1, 2022 through November 30, 2022 | | | | | | 35,000,000 | | | | | | 13.81 | | | | | | 35,000,000 | | | | | | — | | |

| December 1, 2022 through December 31, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Total / Average | | | | | | 35,000,000 | | | | | | $ | 13.81 | | | | | — | | | | | | — | | |

| | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |

On February 2, 2023, we declared a regular dividend of $0.15 per share and a supplemental dividend of $0.65 per share.

| S&P 500 | | | | | | 100 | | | | | | 122 | | | | | | 116 | | | | | | 153 | | | | | | 181 | | | | | | 233 | | |

In the fourth quarter of 2021, we repurchased shares of Ford Common Stock from our employees related to certain exercises of stock options in accordance with our various compensation plans.

| October 1, 2021 through October 31, 2021 | | | | | | 1,593,054 | | | | | | $ | 16.02 | | | | | — | | | | | | — | | |

| November 1, 2021 through November 30, 2021 | | | | | | 4,096,030 | | | | | | 19.69 | | | | | | — | | | | | | — | | |

| December 1, 2021 through December 31, 2021 | | | | | | 373,535 | | | | | | 20.28 | | | | | | — | | | | | | — | | |

| Total / Average | | | | | | 6,062,619 | | | | | | $ | 18.76 | | | | | — | | | | | | — | | |

| | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | | | | | | | |

Exhibits and Financial Statement Schedules” and are set forth beginning on page [removed: [106](#i7778e69e11e6463998712ba0b0ab1b0e_274)] [added: [106](#ie50adb6d899d4f6ebcb5e73f7bd915e7_271)] immediately following the signature pages of this Report.

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) [added: or 15d-15(e)] of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of December 31, [removed: 2021,] [added: 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 [removed: 13a-15(f).][added: 13a-15(f) or 15d-15(f).]

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, [removed: 2021.][added: 2022.]

Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 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, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The information required by Item 11 is incorporated by reference from the information under the following captions in our Proxy Statement: “Director Compensation in [removed: 2021,”] [added: 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 [removed: 2021,”] [added: 2022,”] “Outstanding Equity Awards at [removed: 2021] [added: 2022] Fiscal Year-End,” “Option Exercises and Stock Vested in [removed: 2021,”] [added: 2022,”] “Pension Benefits in [removed: 2021,”] [added: 2022,”] “Nonqualified Deferred Compensation in [removed: 2021,”] [added: 2022,”] “Potential Payments Upon Termination or Change-in-Control,” and “Pay Ratio.”

The following are contained in this [removed: 2021] [added: 2022] Form 10-K Report:

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019,] 2020, [added: 2021,] and [removed: 2021.][added: 2022.]

- Consolidated Income Statements for the years ended December 31, [removed: 2019,] 2020, [added: 2021,] and [removed: 2021.][added: 2022.]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2019,] 2020, [added: 2021,] and [removed: 2021.][added: 2022.]

- Consolidated Balance Sheets at December 31, [removed: 2020] [added: 2021] and [removed: 2021.][added: 2022.]

- Consolidated Statements of Equity for the years ended December 31, [removed: 2019,] 2020, [added: 2021,] and [removed: 2021.][added: 2022.]

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 [removed: [106](#i7778e69e11e6463998712ba0b0ab1b0e_274)] [added: [106](#ie50adb6d899d4f6ebcb5e73f7bd915e7_271)] immediately following the signature pages of this Report.

Schedule II is filed as part of this Report and is set forth on page [removed: [177](#i7778e69e11e6463998712ba0b0ab1b0e_388)] [added: [179](#ie50adb6d899d4f6ebcb5e73f7bd915e7_382)] immediately following the Notes to the Financial Statements referred to above.

| [Exhibit [removed: 3-B](http://www.sec.gov/Archives/edgar/data/0000037996/000003799621000054/exhibit31-fordmotorcompany.htm)] [added: 3-B](http://www.sec.gov/Archives/edgar/data/37996/000003799622000085/exhibit31-byxlawsxfordmoto.htm)] | | | | | | By-laws. | | | | | | Filed as Exhibit 3.1 to our Form 8-K filed on [removed: July] [added: December] 9, [removed: 2021.] [added: 2022.] (a) | | |

| [Exhibit [removed: 4-B](https://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f12312021exhibit4-b.htm)] [added: 4-B](https://www.sec.gov/Archives/edgar/data/37996/000003799623000012/f12312022exhibit4-b.htm)] | | | | | | Description of Securities. | | | | | | Filed with this Report. | | |

| [Exhibit [removed: 10-D](http://www.sec.gov/Archives/edgar/data/37996/000003799618000012/exhibit102-x2018bepxrestat.htm)] [added: 10-P](http://www.sec.gov/Archives/edgar/data/37996/000003799618000012/exhibit104-x2018srpxrestat.htm)] | | | | | | [removed: Benefit Equalization] [added: Select Retirement] Plan, as amended and restated effective as of January 1, 2018. (b) | | | | | | Filed as Exhibit [removed: 10.2] [added: 10.4] to our Current Report on Form 8-K filed February 7, 2018. (a) | | |

| [Exhibit [removed: 10-F](http://www.sec.gov/Archives/edgar/data/37996/000003799618000012/exhibit103-x2018dbserpxres.htm)] [added: 10-F](http://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit104.htm)] | | | | | | Defined Benefit Supplemental Executive Retirement Plan, as amended and restated effective as of January 1, [removed: 2018.] [added: 2022.] (b) | | | | | | Filed as Exhibit [removed: 10.3] [added: 10.4] to our [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed February 7, 2018.] [added: 10-Q for the quarter ended March 31, 2022.] (a) | | |

| [Exhibit [removed: 10-F-1](https://www.sec.gov/Archives/edgar/data/37996/000003799620000057/f06302020exhibit10.htm)] [added: 10-F-1](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit105.htm)] | | | | | | Defined Contribution Supplemental Executive Retirement Plan, as amended and restated effective as of [removed: July 9, 2020.] [added: January 1, 2022.] (b) | | | | | | Filed as Exhibit [removed: 10] [added: 10.5] to our Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2020.] [added: March 31, 2022.] (a) | | |

| [Exhibit [removed: 10-I](https://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f12312021exhibit10-i.htm)] [added: 10-I](http://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f12312021exhibit10-i.htm)] | | | | | | Description of Vehicle Evaluation Program for Non-Executive Directors. (b) | | | | | | Filed [removed: with this Report.] [added: as Exhibit 10-I to our Annual Report on Form 10-K for the year ended December 31, 2021. (a)] | | |

| [Exhibit [removed: 10-M](https://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f12312021exhibit10-m.htm)] [added: 10-M](http://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f12312021exhibit10-m.htm)] | | | | | | Offer Letter to Michael Amend dated August 16, 2021. (b) | | | | | | Filed [removed: with this Report.] [added: as Exhibit 10-M to our Annual Report on Form 10-K for the year ended December 31, 2021. (a)] | | |

| [Exhibit [removed: 10-N](https://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f123121exhibit10-n.htm)] [added: 10-N](http://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f123121exhibit10-n.htm)] | | | | | | Offer Letter to Doug Field dated August 26, 2021. (b) | | | | | | Filed [removed: with this Report.] [added: as Exhibit 10-N to our Annual Report on Form 10-K for the year ended December 31, 2021. (a)] | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799620000071/f09302020exhibit101.htm)[O](https://www.sec.gov/Archives/edgar/data/37996/000003799620000071/f09302020exhibit101.htm)] [added: 10-O](https://www.sec.gov/Archives/edgar/data/37996/000003799620000071/f09302020exhibit101.htm)] | | | | | | Agreement between Ford Motor Company and James D. Farley, Jr. dated August 3, 2020. (b) | | | | | | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799618000012/exhibit104-x2018srpxrestat.htm)[P](http://www.sec.gov/Archives/edgar/data/37996/000003799618000012/exhibit104-x2018srpxrestat.htm)] [added: 10-D](http://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit103.htm)] | | | | | | [removed: Select Retirement] [added: Benefit Equalization] Plan, as amended and restated effective as of January 1, [removed: 2018.] [added: 2022.] (b) | | | | | | Filed as Exhibit [removed: 10.4] [added: 10.3] to our [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed February 7, 2018.] [added: 10-Q for the quarter ended March 31, 2022.] (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10m.htm)[Q](http://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10m.htm)] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10m.htm)] | | | | | | Deferred Compensation Plan, as amended and restated as of December 31, 2010. (b) | | | | | | Filed as Exhibit 10-M to our Annual Report on Form 10-K for the year ended December 31, 2010. (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000115752310001218/a6182308ex10m1.htm)[Q](http://www.sec.gov/Archives/edgar/data/37996/000115752310001218/a6182308ex10m1.htm)[\-1](http://www.sec.gov/Archives/edgar/data/37996/000115752310001218/a6182308ex10m1.htm)] [added: 10-Q-1](http://www.sec.gov/Archives/edgar/data/37996/000115752310001218/a6182308ex10m1.htm)] | | | | | | Suspension of Open Enrollment in Deferred Compensation Plan. (b) | | | | | | Filed as Exhibit 10-M-1 to our Annual Report on Form 10-K for the year ended December 31, 2009. (a) | | |

| [Exhibit [removed: 10-R](https://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f12312021exhibit10-r.htm)] [added: 10-R](https://www.sec.gov/Archives/edgar/data/37996/000003799623000012/f12312022exhibit10-r.htm)] | | | | | | Annual Incentive Compensation Plan, as amended and restated effective as of January [removed: 19, 2022.] [added: 1, 2023.] (b) | | | | | | Filed with this Report. | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799620000041/f03312020exhibit101.htm)[R](https://www.sec.gov/Archives/edgar/data/37996/000003799620000041/f03312020exhibit101.htm)[\-](https://www.sec.gov/Archives/edgar/data/37996/000003799620000041/f03312020exhibit101.htm)[1](https://www.sec.gov/Archives/edgar/data/37996/000003799620000041/f03312020exhibit101.htm)] [added: 10-R-](http://www.sec.gov/Archives/edgar/data/37996/000003799621000026/f03312021exhibit101.htm)[1](http://www.sec.gov/Archives/edgar/data/37996/000003799621000026/f03312021exhibit101.htm)] | | | | | | Annual Incentive Compensation Plan Metrics for [removed: 2020.] [added: 2021.] (b) | | | | | | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020.] [added: 2021.] (a) | | |

| [Exhibit [removed: 10-R-2](http://www.sec.gov/Archives/edgar/data/37996/000003799621000026/f03312021exhibit101.htm)] [added: 1](http://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit101.htm)[0-R-](http://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit101.htm)[2](http://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit101.htm)] | | | | | | Annual Incentive Compensation Plan Metrics for [removed: 2021.] [added: 2022.] (b) | | | | | | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2021.] [added: 2022.] (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799618000036/f03312018exhibit102.htm)[R](http://www.sec.gov/Archives/edgar/data/37996/000003799618000036/f03312018exhibit102.htm)[\-](http://www.sec.gov/Archives/edgar/data/37996/000003799618000036/f03312018exhibit102.htm)[3](http://www.sec.gov/Archives/edgar/data/37996/000003799618000036/f03312018exhibit102.htm)] [added: 10-R-](http://www.sec.gov/Archives/edgar/data/37996/000003799619000026/f03312019exhibit102.htm)[3](http://www.sec.gov/Archives/edgar/data/37996/000003799619000026/f03312019exhibit102.htm)] | | | | | | Performance-Based Restricted Stock Unit Metrics for [removed: 2018.] [added: 2019.] (b) | | | | | | Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2018.] [added: 2019.] (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799619000026/f03312019exhibit102.htm)[R](http://www.sec.gov/Archives/edgar/data/37996/000003799619000026/f03312019exhibit102.htm)[\-](http://www.sec.gov/Archives/edgar/data/37996/000003799619000026/f03312019exhibit102.htm)[4](http://www.sec.gov/Archives/edgar/data/37996/000003799619000026/f03312019exhibit102.htm)] [added: 10-R-](http://www.sec.gov/Archives/edgar/data/37996/000003799621000026/f03312021exhibit102.htm)[5](http://www.sec.gov/Archives/edgar/data/37996/000003799621000026/f03312021exhibit102.htm)] | | | | | | Performance-Based Restricted Stock Unit Metrics for [removed: 2019.] [added: 2021.] (b) | | | | | | Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2019.] [added: 2021.] (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799620000041/f03312020exhibit102.htm)[R](https://www.sec.gov/Archives/edgar/data/37996/000003799620000041/f03312020exhibit102.htm)[\-](https://www.sec.gov/Archives/edgar/data/37996/000003799620000041/f03312020exhibit102.htm)[5](https://www.sec.gov/Archives/edgar/data/37996/000003799620000041/f03312020exhibit102.htm)] [added: 10-R-](https://www.sec.gov/Archives/edgar/data/37996/000003799620000041/f03312020exhibit102.htm)[4](https://www.sec.gov/Archives/edgar/data/37996/000003799620000041/f03312020exhibit102.htm)] | | | | | | Performance-Based Restricted Stock Unit Metrics for 2020. (b) | | | | | | Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799621000026/f03312021exhibit102.htm)[R](http://www.sec.gov/Archives/edgar/data/37996/000003799621000026/f03312021exhibit102.htm)[\-6](http://www.sec.gov/Archives/edgar/data/37996/000003799621000026/f03312021exhibit102.htm)] [added: 10-R-](http://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit102.htm)[6](http://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit102.htm)] | | | | | | Performance-Based Restricted Stock Unit Metrics for [removed: 2021.] [added: 2022.] (b) | | | | | | Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2021.] [added: 2022.] (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10n8.htm)[R](http://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10n8.htm)[\-7](http://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10n8.htm)] [added: 10-R-](http://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10n8.htm)[7](http://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10n8.htm)] | | | | | | 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 [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10n9.htm)[R](http://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10n9.htm)[\-8](http://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10n9.htm)] [added: 10-S-6](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px7.htm)] | | | | | | [removed: Incremental Bonus Description.] [added: Form of Restricted Stock Grant Letter.] (b) | | | | | | Filed as Exhibit [removed: 10-N-9] [added: 10-P-7] to our Annual Report on Form 10-K for the year ended December 31, [removed: 2010.] [added: 2017.] (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000110465918047243/a18-17327_1ex4d1.htm)[S](http://www.sec.gov/Archives/edgar/data/37996/000110465918047243/a18-17327_1ex4d1.htm)] [added: 10-S](http://www.sec.gov/Archives/edgar/data/37996/000110465918047243/a18-17327_1ex4d1.htm)] | | | | | | 2018 Long-Term Incentive Plan. (b) | | | | | | Filed as Exhibit 4.1 to Registration Statement No. 333-226348. (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799620000071/f09302020exhibit104.htm)[S](https://www.sec.gov/Archives/edgar/data/37996/000003799620000071/f09302020exhibit104.htm)[\-1](https://www.sec.gov/Archives/edgar/data/37996/000003799620000071/f09302020exhibit104.htm)] [added: 10-S-1](https://www.sec.gov/Archives/edgar/data/37996/000003799620000071/f09302020exhibit104.htm)] | | | | | | Form of Stock Option Terms and Conditions for Long-Term Incentive Plan. (b) | | | | | | Filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px3.htm)[S](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px3.htm)[\-2](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px3.htm)] [added: 10-S-2](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px3.htm)] | | | | | | Form of Stock Option Agreement for Long-Term Incentive Plan. (b) | | | | | | Filed as Exhibit 10-P-3 to our Annual Report on Form 10-K for the year ended December 31, 2017. (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px4.htm)[S](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px4.htm)[\-3](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px4.htm)] [added: 10-S-3](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px4.htm)] | | | | | | Form of Stock Option Agreement (ISO) for Long-Term Incentive Plan. (b) | | | | | | Filed as Exhibit 10-P-4 to our Annual Report on Form 10-K for the year ended December 31, 2017. (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px5.htm)[S](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px5.htm)[\-4](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px5.htm)] [added: 10-S-4](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px5.htm)] | | | | | | Form of Stock Option Agreement (U.K. NQO) for Long-Term Incentive Plan. (b) | | | | | | Filed as Exhibit 10-P-5 to our Annual Report on Form 10-K for the year ended December 31, 2017. (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799621000012/f12312020exhibit10-rx5.htm)[S](http://www.sec.gov/Archives/edgar/data/37996/000003799621000012/f12312020exhibit10-rx5.htm)[\-5](http://www.sec.gov/Archives/edgar/data/37996/000003799621000012/f12312020exhibit10-rx5.htm)] [added: 10-S-5](http://www.sec.gov/Archives/edgar/data/37996/000003799621000012/f12312020exhibit10-rx5.htm)] | | | | | | Form of Stock Option (U.K.) Terms and Conditions for Long-Term Incentive Plan. (b) | | | | | | Filed as Exhibit 10-R-5 to our Annual Report on Form 10-K for the year ended December 31, 2020. (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px7.htm)[S](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px7.htm)[\-6](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px7.htm)] [added: 10-S-8](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px9.htm)] | | | | | | Form of [removed: Restricted Stock] [added: Annual Equity] Grant [removed: Letter.] [added: Letter V.1.] (b) | | | | | | Filed as Exhibit [removed: 10-P-7] [added: 10-P-9] to our Annual Report on Form 10-K for the year ended December 31, 2017. (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px8.htm)[S](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px8.htm)[\-7](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px8.htm)] [added: 10-S-7](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px8.htm)] | | | | | | Form of Final Award Notification Letter for Performance-Based Restricted Stock Units. (b) | | | | | | Filed as Exhibit 10-P-8 to our Annual Report on Form 10-K for the year ended December 31, 2017. (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px9.htm)[S](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px9.htm)[\-8](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px9.htm)] [added: 10-S-9](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px10.htm)] | | | | | | Form of Annual Equity Grant Letter [removed: V.1.] [added: V.2.] (b) | | | | | | Filed as Exhibit [removed: 10-P-9] [added: 10-P-10] to our Annual Report on Form 10-K for the year ended December 31, 2017. (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px10.htm)[S](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px10.htm)[\-9](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px10.htm)] [added: 10-S-15](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px15.htm)] | | | | | | Form of [removed: Annual Equity Grant] [added: Notification] Letter [removed: V.2.] [added: for Time-Based Restricted Stock Units.] (b) | | | | | | Filed as Exhibit [removed: 10-P-10] [added: 10-P-15] to our Annual Report on Form 10-K for the year ended December 31, 2017. (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px11.htm)[S](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px11.htm)[\-10](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px11.htm)] [added: 10-S-10](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px11.htm)] | | | | | | Form of Long-Term Incentive Plan Restricted Stock Unit Agreement. (b) | | | | | | Filed as Exhibit 10-P-11 to our Annual Report on Form 10-K for the year ended December 31, 2017. (a) | | |

| [Exhibit 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799622000076/exhibit10tooctober262022re.htm)[W](http://www.sec.gov/Archives/edgar/data/37996/000003799622000076/exhibit10tooctober262022re.htm)[\-1](http://www.sec.gov/Archives/edgar/data/37996/000003799622000076/exhibit10tooctober262022re.htm) | | | | | | First Amendment dated October 26, 2022 to the 364-Day Revolving Credit Agreement dated as of June 23, 2022. | | | | | | Filed as Exhibit 10 to our Current Report on Form 8-K filed October 28, 2022. (a) | | |

| [Exhibit 10-](http://www.sec.gov/Archives/edgar/data/37996/0000037996-99-000009.txt)[T](http://www.sec.gov/Archives/edgar/data/37996/0000037996-99-000009.txt) | | | | | | Agreement dated January 13, 1999 between Ford Motor Company and Edsel B. Ford II. (b) | | | | | | Filed as Exhibit 10-X to our Annual Report on Form 10-K for the year ended December 31, 1998. (a) | | |

| [Exhibit 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799612000007/exhibit10-px2.htm)[T](http://www.sec.gov/Archives/edgar/data/37996/000003799612000007/exhibit10-px2.htm)[\-2](http://www.sec.gov/Archives/edgar/data/37996/000003799612000007/exhibit10-px2.htm) | | | | | | Amendment dated January 1, 2012 to the Consulting Agreement between Ford Motor Company and Edsel B. Ford II. (b) | | | | | | Filed as Exhibit 10-P-2 to our Annual Report on Form 10-K for the year ended December 31, 2011. (a) | | |

| [Exhibit 10-](http://www.sec.gov/Archives/edgar/data/37996/000114036109021454/ex10_1.htm)[Z](http://www.sec.gov/Archives/edgar/data/37996/000114036109021454/ex10_1.htm) | | | | | | 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. (a) | | |

| [Exhibit 10](http://www.sec.gov/Archives/edgar/data/37996/000114036109021454/ex10_2.htm)[\-](http://www.sec.gov/Archives/edgar/data/37996/000114036109021454/ex10_2.htm)[AA](http://www.sec.gov/Archives/edgar/data/37996/000114036109021454/ex10_2.htm) | | | | | | 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. (a) | | |

| [Exhibit 32.2](https://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f12312021exhibit322.htm) | | | | | | Section 1350 Certification of CFO. | | | | | | Furnished with this Report. | | |

| Date: | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| /s/ WILLIAM CLAY FORD, JR. | | | | | | Director, Chair of the Board, Executive Chair, Chair of the Office of the Chair and Chief Executive, and Chair of the Finance Committee | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| /s/ JAMES D. FARLEY, JR. | | | | | | Director, President and Chief Executive Officer | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| KIMBERLY A. CASIANO* | | | | | | Director | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| [removed: ANTHONY F. EARLEY, JR.*] [added: LYNN VOJVODICH RADAKOVICH*] | | | | | | Director and Chair of the Compensation, Talent and Culture Committee | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| ALEXANDRA FORD ENGLISH* | | | | | | Director | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| HENRY FORD III* | | | | | | Director | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| WILLIAM W. HELMAN IV* | | | | | | Director and Chair of the Sustainability, Innovation and Policy Committee | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| [removed: /s/] JON M. HUNTSMAN, [removed: JR.] [added: JR.*] | | | | | | [removed: Director, Vice Chair, Policy] [added: Director] | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| WILLIAM E. KENNARD* | | | | | | Director and Chair of the Nominating and Governance Committee | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| JOHN C. MAY II* | | | | | | Director | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| BETH E. MOONEY* | | | | | | Director | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| JOHN L. THORNTON* | | | | | | Director | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| JOHN B. VEIHMEYER* | | | | | | Director and Chair of the Audit Committee | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| JOHN S. WEINBERG* | | | | | | Director | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| /s/ JOHN T. LAWLER | | | | | | Chief Financial Officer | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| /s/ CATHY O’CALLAGHAN | | | | | | Controller | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

| *By: /s/ JONATHAN E. OSGOOD | | | | | | | | | | | | February [removed: 3, 2022] [added: 2, 2023] | | |

We have audited the accompanying consolidated balance sheets of Ford Motor Company and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Note 10 to the consolidated financial statements, the Company had consumer finance receivables of [removed: $73,446] [added: $71,414] million, for which a consumer allowance for credit losses of [removed: $903] [added: $838] million was recorded as of December 31, [removed: 2021.][added: 2022.]

As described in Note 25 to the consolidated financial statements, the Company had an accrual for estimated future warranty and field service action costs, net of estimated supplier recoveries (“warranty accrual”), of [removed: $8,451] [added: $9,193] million as of December 31, [removed: 2021,] [added: 2022,] of which the United States comprises a significant portion.

[removed: February 3, 2022][added: | | | | 2022 | | | | | | | | | | | | | | |]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| Net income/(loss) | | | $ | [removed: 84] [added: (1,276)] | | | | | $ | [removed: (1,276)] [added: 17,910] | | | | | $ | [removed: 17,910] [added: (2,152)] | |

| Depreciation and tooling amortization (Note 12 and Note 13) | | | [removed: 9,689] [added: 8,751] | | | | | | [removed: 8,751] [added: 7,318] | | | | | | [removed: 7,318] [added: 7,642] | | |

| Other amortization | | | [removed: (1,199)] [added: (1,294)] | | | | | | [removed: (1,294)] [added: (1,358)] | | | | | | [removed: (1,358)] [added: (1,149)] | | |

| Held-for-sale impairment charges (Note [removed: 21)] [added: 22)] | | | [removed: 804] [added: 23] | | | | | | [removed: 23] [added: —] | | | | | | [removed: —] [added: 32] | | |

| Brazil manufacturing exit non-cash charges (excluding accelerated depreciation of [removed: $145] [added: $145, $322,] and [removed: $322)] [added: $17)] (Note 21) | | | [removed: —] [added: 1,159] | | | | | | [removed: 1,159] [added: 48] | | | | | | [removed: 48] [added: (82)] | | |

| (Gains)/Losses on extinguishment of debt (Note 5 and Note 19) | | | [removed: 55] [added: 1] | | | | | | [removed: 1] [added: 1,702] | | | | | | [removed: 1,702] [added: 121] | | |

| Provision for/(Benefit from) credit and insurance losses | | | [removed: 413] [added: 929] | | | | | | [removed: 929] [added: (298)] | | | | | | [removed: (298)] [added: 46] | | |

| Pension and other [removed: post-retirement] [added: postretirement] employee benefits (“OPEB”) expense/(income) (Note 17) | | | [removed: 2,625] [added: 1,027] | | | | | | [removed: 1,027] [added: (4,865)] | | | | | | [removed: (4,865)] [added: (378)] | | |

| Equity [added: method] investment dividends received in excess of (earnings)/losses [added: and impairments] | | | [removed: 203] [added: 130] | | | | | | [removed: 130] [added: 116] | | | | | | [removed: 116] [added: 3,324] | | |

| Foreign currency adjustments | | | [removed: (54)] [added: (420)] | | | | | | [removed: (420)] [added: 532] | | | | | | [removed: 532] [added: (27)] | | |

| Net realized and unrealized (gains)/losses on cash equivalents, marketable securities, and other investments [added: (Note 5)] | | | [removed: (139)] [added: (315)] | | | | | | [removed: (315)] [added: (9,159)] | | | | | | [removed: (9,159)] [added: 7,518] | | |

| Net (gain)/loss on changes in investments in affiliates (Note 5) | | | [removed: (29)] [added: (3,446)] | | | | | | [removed: (3,446)] [added: (368)] | | | | | | [removed: (368)] [added: 147] | | |

| Stock compensation (Note 6) | | | [removed: 228] [added: 199] | | | | | | [removed: 199] [added: 305] | | | | | | [removed: 305] [added: 336] | | |

| Provision for deferred income taxes | | | [removed: (1,370)] [added: (269)] | | | | | | [removed: (269)] [added: (563)] | | | | | | [removed: (563)] [added: (1,910)] | | |

February 2, 2023

| Capital contributions to equity method investments (Note 24) | | | (4) | | | | | | (57) | | | | | | (738) | | |

| Other | | | 498 | | | | | | (297) | | | | | | 312 | | |

| Assets held for sale (Note 22) | | | 9 | | | | | | 97 | | |

| 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) | | |

| Balance at December 31, 2022 | | | $ | 42 | | | | | $ | 22,832 | | | | | $ | 31,754 | | | | | $ | (9,339) | | | | | $ | (2,047) | | | | | $ | 43,242 | | | | | $ | (75) | | | | | $ | 43,167 | |

On February 2, 2023, we declared a regular dividend of $0.15 per share and a supplemental dividend of $0.65 per share.

| Note 4 | | | Revenue | | | [122](#ie50adb6d899d4f6ebcb5e73f7bd915e7_301) | | |

| Note 7 | | | Income Taxes | | | [126](#ie50adb6d899d4f6ebcb5e73f7bd915e7_313) | | |

| Note 11 | | | Inventories | | | [141](#ie50adb6d899d4f6ebcb5e73f7bd915e7_325) | | |

| Note 13 | | | Net Property | | | [143](#ie50adb6d899d4f6ebcb5e73f7bd915e7_331) | | |

| Note 15 | | | Other Investments | | | [146](#ie50adb6d899d4f6ebcb5e73f7bd915e7_337) | | |

| Note 17 | | | Retirement Benefits | | | [147](#ie50adb6d899d4f6ebcb5e73f7bd915e7_343) | | |

| Note 18 | | | Lease Commitments | | | [154](#ie50adb6d899d4f6ebcb5e73f7bd915e7_346) | | |

| Note 22 | | | Acquisitions and Divestitures | | | [168](#ie50adb6d899d4f6ebcb5e73f7bd915e7_364) | | |

| Note 26 | | | Segment Information | | | [175](#ie50adb6d899d4f6ebcb5e73f7bd915e7_379) | | |

The current portion of trade and notes receivables is reported in *Trade and other receivables, net*.

The non-current portion of notes receivables is reported in *Other assets*.

Trade and notes receivables are initially recorded at transaction cost.

Trade and notes receivables are written off against the allowance for credit losses when the account is deemed to be uncollectible.

In 2021, we fully impaired goodwill for two investments in our Mobility segment.

In 2022, we have not recorded any impairments for goodwill.

In addition, investing in new, emerging products (e.g., EVs) or services (e.g., connectivity) may require substantial upfront investment, which may result in initial forecasted negative cash flows in the near term.

In these instances, near term negative cash flows on their own may not be indicative of a triggering event for evaluation of impairment.

In such circumstances, we also conduct a qualitative evaluation of the business growth trajectory, which includes updating our assessment of when positive cash flows are expected to be generated, confirming 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 occurred, a test for recoverability is performed.

The projected cash flows are discounted to present value at current rates that incorporate present yield curve and credit spread assumptions.

Government 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 asset as a reduction to depreciation and amortization expense.

During 2022, we were awarded incentives by the State 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.

These incentives are available until December 2051.

The fair value of the land benefit in 2022 was $144 million and was 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 and will reduce the depreciation and amortization expense over the life of the related assets.

In 2022, we were also awarded incentives by the Canadian government and Province of Ontario in connection with the development of electric vehicles at our Oakville 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 as a reduction of the related expenses.

Ford may also indirectly benefit from incentives and grants awarded to companies with which we are affiliated but are not included in our consolidated financial statements.

Ford’s receipt of government 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 (see Note 25).

*Accounting 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 certain disclosures in annual period financial statements for those transactions with governments that are accounted for by applying a grant or contribution accounting model via analogy to other applicable accounting standards.

| | | | | | | | | | | | | | | |

| Anthony F. Earley, Jr. | | | | | | | | | | | | | | |

| LYNN VOJVODICH RADAKOVICH* | | | | | | Director | | | | | | February 3, 2022 | | |

| Other | | | (38) | | | | | | 494 | | | | | | (354) | | |

| Balance at December 31, 2018 | | | $ | 41 | | | | | $ | 22,006 | | | | | $ | 22,668 | | | | | $ | (7,366) | | | | | $ | (1,417) | | | | | $ | 35,932 | | | | | $ | 34 | | | | | $ | 35,966 | |

| Adoption of accounting standards | | | — | | | | | | — | | | | | | 13 | | | | | | — | | | | | | — | | | | | | 13 | | | | | | — | | | | | | 13 | | |

| Balance at December 31, 2019 | | | $ | 41 | | | | | $ | 22,165 | | | | | $ | 20,320 | | | | | $ | (7,728) | | | | | $ | (1,613) | | | | | $ | 33,185 | | | | | $ | 45 | | | | | $ | 33,230 | |

| Net income/(loss) | | | — | | | | | | — | | | | | | 17,937 | | | | | | — | | | | | | — | | | | | | 17,937 | | | | | | (27) | | | | | | 17,910 | | |

| Note 4 | | | Revenue | | | [121](#i7778e69e11e6463998712ba0b0ab1b0e_304) | | |

| Note 7 | | | Income Taxes | | | [125](#i7778e69e11e6463998712ba0b0ab1b0e_316) | | |

| Note 11 | | | Inventories | | | [140](#i7778e69e11e6463998712ba0b0ab1b0e_328) | | |

| Note 13 | | | Net Property | | | [142](#i7778e69e11e6463998712ba0b0ab1b0e_334) | | |

| Note 15 | | | Other Investments | | | [144](#i7778e69e11e6463998712ba0b0ab1b0e_340) | | |

| Note 17 | | | Retirement Benefits | | | [145](#i7778e69e11e6463998712ba0b0ab1b0e_346) | | |

| Note 18 | | | Lease Commitments | | | [152](#i7778e69e11e6463998712ba0b0ab1b0e_349) | | |

| Note 26 | | | Segment Information | | | [173](#i7778e69e11e6463998712ba0b0ab1b0e_382) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The goodwill increase from December 31, 2020 primarily reflects the acquisitions of Getrag Ford Transmissions GmbH in March 2021 and Electriphi, Inc. in June 2021 (see Note 22), offset partially by the full impairment of goodwill for two investments in our Mobility segment.

The projected cash flows are discounted to present value based on assumptions regarding expected credit losses, pre-payment speed, and applicable spreads to approximate current rates.

*Accounting Standards Update (“ASU”) 2019-12, Income Taxes - Simplifying the Accounting for Income Taxes.* Effective January 1, 2021, we adopted the amendments in this ASU to simplify the accounting for income taxes.

The amendments clarified that an entity may elect, but is not required, to reflect an allocation of consolidated current and deferred tax expense for non-taxable legal entities that are treated as disregarded by taxing authorities in their separately issued financial statements.

With the adoption of the amendments in ASU 2019-12, Ford Credit’s separately issued financial statements no longer reflect an allocation of our consolidated U.S. current and deferred tax expense to it and certain of its U.S. subsidiaries that are treated as disregarded entities for U.S. tax purposes.

Adoption of these amendments reduces complexity in accounting for income taxes and better reflects Ford Credit’s external obligations to tax authorities.

Following the adoption, in April 2021, we entered into a Second Amended and Restated Tax Sharing Agreement with Ford Credit.

The adoption of ASU 2019-12 and the Second Amended and Restated Tax Sharing Agreement had no impact on our consolidated financial position or results of operations.

The amendments were adopted on a retrospective basis and are reflected in Ford Credit’s standalone financial statements and disclosures.

*ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.* Effective January 1, 2021, we adopted the new standard, which simplified guidance on the issuer’s accounting for convertible debt instruments and amended certain guidance related to the computation of earnings per share for convertible instruments and contracts in an entity’s own equity.

There was no impact on the date of adoption.

During the first quarter of 2021, we issued convertible notes (see Note 19).

The Company considers the applicability and impact of all ASUs.

| | | | 2019 | | | | | | | | | | | | | | |

| Revenues from sales and services | | | 143,194 | | | | | | 204 | | | | | | 143,398 | | |

| Leasing income | | | 446 | | | | | | 5,899 | | | | | | 6,345 | | |

| Total revenues | | | $ | 143,640 | | | | | $ | 12,260 | | | | | $ | 155,900 | |

| | | | 2020 | | | | | | | | | | | | | | |

(c) See Note 22 for additional information relating to our Argo AI, LLC (“Argo AI”) and Volkswagen AG (“VW”) transaction in 2020.

(d) See Note 19 for additional information relating to our debt repurchase.

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