Ford Motor (F) 10-K risk factor changes: FY2023 vs FY2022

Unlike our historical arrangements with suppliers, [removed: 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 [removed: materials] [added: materials, batteries, or their components] are borne by Ford rather than our suppliers.

[removed: In the event we do not purchase the materials pursuant to] [added: This may be] the [removed: terms of these agreements,] [added: case] even if the supplier finds another purchaser, [added: as] we may be [removed: obligated to reimburse the supplier] [added: responsible] for [added: the] costs [removed: it incurs in] [added: of] 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.

If we are unable to optimize our capital allocation among vehicles, services, technology, and other calls on capital, [added: make sufficient progress to become competitive on cost and quality,] or we are otherwise not successful in executing Ford+ (or are delayed for reasons outside of our control), we may not be able to realize the full benefits of our plan, which could have an adverse effect on our financial condition or results of operations.

Ford’s vehicles could be affected by defects that result in [added: recall campaigns, increased warranty costs, or] delays in new model launches, [removed: recall campaigns, or increased warranty costs.] [added: and the time it takes to improve the quality of our vehicles and services could continue to have an adverse effect on our business.] Government safety standards require manufacturers to remedy defects related to vehicle safety through safety recall campaigns, and a manufacturer is obligated to recall vehicles if it determines that the vehicles do not comply with a safety standard.

Should NHTSA determine that [removed: the] [added: these] inflators contain a safety defect, Ford and other manufacturers could potentially face significant incremental recall costs.

If warranty costs are greater than anticipated as a result of increased vehicle and component complexity, the adoption of new technologies, [added: the time it takes to improve the quality of our products and services (or if such efforts are unsuccessful),] or [removed: otherwise,] [added: otherwise (including as a result of higher repair costs driven by inflation or other economic factors),] such costs could [added: continue to] have an adverse effect on our financial condition or results of operations.

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

Ford may not realize the anticipated benefits of existing or pending strategic alliances, joint ventures, acquisitions, divestitures, [removed: restructurings,] or [removed: 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.

In order to secure critical materials for production of electric vehicles, we have entered into and [removed: plan to continue to] [added: may, in the future,] 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.

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

[removed: Moreover, we may continue to have financial exposure following a strategic divestiture or cessation of operations in a market, and] [added: Such] restructuring actions [added: have caused us and] may [added: in the future] cause us to incur significant [removed: costs,] [added: costs;] record impairments or other [removed: charges,] [added: charges;] subject us to potential claims from employees, suppliers, dealers, [added: other counterparties,] or governmental authorities [added: (including a reduction] or [added: clawback of incentives); disrupt our operations; distract management from current operations; or] harm our reputation.

Operational [added: information] systems, security systems, vehicles, and services could be affected by [removed: cyber] [added: cybersecurity] incidents, ransomware attacks, and other disruptions and impact Ford and Ford Credit as well as their suppliers and dealers. We rely on information technology networks and [added: information] 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 [removed: security measures,] [added: devoting significant resources to our cybersecurity program,] we are at risk for interruptions, outages, and compromises of: (i) operational [added: information] 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 [removed: cyber attack,] [added: cybersecurity incident,] security breach, or other [removed: reasons, e.g.,] [added: reason (e.g.,] a natural disaster, fire, acts of terrorism or war, or an overburdened infrastructure [removed: system.][added: system).]

Such incidents could materially disrupt operational [added: information] systems; result in loss [added: or unwilling publication] of trade secrets or other proprietary or competitively sensitive information; compromise the privacy of personal information of consumers, employees, or others; jeopardize the security of our facilities; affect the performance of in-vehicle systems or services we offer; and/or impact the safety of our vehicles.

Moreover, we, our suppliers, and our dealers have been the target of [removed: cyber attacks in the past,] [added: cybersecurity incidents] and such [removed: attacks will continue] [added: threats are continuing] and [removed: evolve in the future,] [added: evolving,] which may cause [removed: cyber] [added: cybersecurity] incidents to be more difficult to detect for periods of time.

Our networks and in-vehicle systems, sharing similar architectures, could also be impacted by, or a [removed: data breach] [added: cybersecurity incident] may result from, the negligence or misconduct of insiders or [removed: third parties] [added: third-parties] who have access to our networks and systems.

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

Moreover, a [removed: cyber] [added: cybersecurity] incident could harm our reputation, cause customers to lose trust in our security measures, and/or subject us to regulatory actions or litigation, which may result in fines, penalties, judgments, or injunctions, and a [removed: cyber] [added: cybersecurity] incident involving us or one of our suppliers could impact [removed: production,] our [added: production,] internal operations, [added: business strategy, results of operations, financial condition,] or our ability to deliver products and services to our customers.

Ford’s production, as well as Ford’s suppliers’ production, and/or the ability to deliver products to consumers could be disrupted by labor issues, [added: public health issues,] natural or man-made disasters, 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 facilities, at a facility in its supply chain, or at one of its logistics providers for any number of reasons, including as a result of labor issues, including 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., [removed: COVID-19),] [added: COVID),] 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 [removed: components, including but not limited to semiconductors,] [added: components] or raw materials, quality issues, capacity limitations, or other difficulties; as a result of a natural disaster (including climate-related physical risk); [removed: cyber] [added: social unrest; cybersecurity] incidents; or for other reasons.

[removed: Further, the] [added: The] limited availability of components, labor shortages, [removed: COVID-19,] [added: public health emergencies,] and supplier operating issues has led to [added: intermittent interruptions in our supply chain and] an inconsistent production schedule at our facilities.

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

[removed: These] [added: Further, these] agreements may restrict our ability to close plants and divest businesses.

A substantial number of our employees in other regions are represented by unions or government councils, and legislation or custom promoting retention of manufacturing or other employment in the state, country, or region may constrain as a practical matter our ability to sell or close manufacturing or other [removed: facilities.][added: facilities or increase the cost of doing so.]

Ford’s ability to [removed: attract and retain talented, diverse,] [added: attract, develop, grow,] and [removed: highly skilled employees] [added: reward talent] is critical to its success and competitiveness. Our success depends on our ability to continue to [removed: recruit] [added: attract, develop, grow,] and [removed: retain] [added: reward] talented and diverse employees [removed: who are highly skilled] [added: with domain expertise] in engineering, software, technology (including digital capabilities and connectivity), [added: integrated services, supply chain,] marketing, and finance, among other areas.

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

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

If we are not perceived as an employer of choice, we may be unable to recruit [removed: highly skilled employees.][added: the best talent.]

Further, if we lose existing employees with needed [removed: skills,] [added: skills] or we are unable to [removed: upskill and] develop existing employees, particularly with the introduction of new [removed: technologies,] [added: technologies and our focus on operational efficiency and quality,] it could have a substantial adverse effect on our business.

Further, our ability to successfully grow through capacity expansion and investments in the areas of electrification, connectivity, digital and physical services, and 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 [removed: and autonomous] vehicles, [added: autonomous technologies,] digital and physical services, and software services.

This level of competition [added: necessitates that we invest in and integrate emerging technologies into our business and] increases the importance of our ability to anticipate, develop, and deliver products and services that customers desire on a timely basis, in quantities in line with demand, [added: with the quality they expect,] and at costs low enough to be profitable.

If the market for electrified vehicles does not develop at the rate we expect, even if the regulatory framework encourages a rapid adoption of electrified vehicles, there is a negative perception of our vehicles or about electric vehicles in general, [added: we are unable to] or [added: are delayed in developing or embracing new technologies or processes, or] if consumers prefer our competitors’ vehicles, there could be an adverse impact on our financial condition or results of operations.

Further, our [removed: customers] [added: customers, investors,] and [removed: investors] [added: other stakeholders] 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, since new technologies are subject to market acceptance, a malfunction involving any manufacturer’s autonomous vehicle may negatively impact the perception of autonomous vehicles and [added: autonomous vehicle technologies and] erode customer trust.

With a global [removed: footprint,] [added: footprint and supply chain,] Ford’s results [added: and operations] could be adversely affected by economic or geopolitical developments, including protectionist trade policies such as tariffs, or other events. Because of the interconnectedness of the global economy, the challenges of a pandemic, a financial crisis, economic downturn or recession, natural disaster, war, geopolitical crises, or other significant events in one area of the world can have an immediate and material adverse impact on markets around the world.

Changes in international trade policy can also have a substantial adverse effect on our financial [removed: condition or] [added: condition,] results of [removed: operations.][added: operations, or our business in general.]

Steps taken by governments to apply or consider applying tariffs on automobiles, parts, and other products and materials have the potential to disrupt existing supply chains, impose additional costs on our business, and [removed: may] [added: could] lead to other countries attempting to retaliate by imposing tariffs, which would make our products more expensive for customers, and, in turn, could make our products less competitive.

In particular, China presents unique risks to U.S. automakers due to the strain in U.S.-China relations, China’s unique regulatory landscape, [removed: and] the level of integration with key components in our global supply [removed: chain.][added: chain, and the rapid development of the Chinese electric vehicle industry, with Chinese electric vehicle manufacturers exporting their products to some key markets in which we operate.]

This [removed: may expose us to heightened risks as a result of economic, geopolitical, or other events, including] [added: could include] governmental takeover (i.e., nationalization) of our manufacturing facilities or intellectual property, restrictive exchange or import controls, disruption of operations as a result of systemic political or economic instability, outbreak of war or expansion of hostilities (such as the [removed: actions taken by] [added: ongoing conflicts between] Russia [added: and Ukraine and between Israel and Hamas, heightened tensions] in [removed: Ukraine),] [added: the Red Sea,] and [added: potential tensions in the South China Sea), and] acts of terrorism, each of which could impact our supply chain as well as our operations and have a substantial adverse effect on our financial condition or results of operations.

Industry sales volume can be volatile and could decline if there is a financial crisis, recession, [added: public health emergency,] or significant geopolitical event. Because we, like other manufacturers, have a higher proportion of fixed structural costs, relatively small changes in industry sales volume can have a substantial effect on our cash flow and results of operations.

Vehicle sales are affected by overall economic and market [removed: conditions] [added: conditions, consumer behavior,] and developing trends such as shared vehicle ownership and [removed: the transportation as a service model, e.g.,] ridesharing services.

In the event we do not purchase the materials or components pursuant to the terms of these agreements, we may be obligated to reimburse the supplier for costs it incurs.

We have incurred and we may continue to incur such charges.

In addition, NHTSA is considering action related to 52 million vehicles containing inflators from ARC Automotive and Delphi Automotive in the United States.

Ford has 2.5 million vehicles within this population.

Furthermore, launch delays, recall actions, and

increased warranty costs have adversely affected and could continue to adversely affect our reputation or the public perception and market acceptance of our products and services as discussed below under “*Ford’s new and existing products and digital, software, and physical services are subject to market acceptance and face significant competition from existing and new entrants in the automotive and digital and software services industries, and its reputation may be harmed if it is unable to achieve the initiatives it has announced.*” In an effort to improve quality, we have slowed down and may continue to slow down launches, which may result in lost sales, revenue, and profits and could have an adverse effect on our financial condition or results of operations.

In addition, as a result of vehicles on hold for quality control, our inventory levels may be higher.

For example, our efforts to evaluate and implement alternative distribution models and channels for our products and services from those we have traditionally used may be challenged or may not succeed or be as successful as our historical arrangements.

External factors may also impact the success of our initiatives.

For example, our business and strategy are susceptible to tensions in U.S.-China relations and the rapid development of the Chinese electric vehicle industry, with domestic Chinese producers exporting to some key markets in which we operate.

In addition, as we transition to producing a higher percentage of electric vehicles, if industrywide adoption rates continue to be lower than anticipated, we may take actions to better match the pace of electric vehicle adoption, such as not fully utilizing or reducing the capacity of our existing or future plants, reducing production hours or shifts, and we may become subject to claims by suppliers as a result.

Moreover, we may continue to have financial exposure following a strategic divestiture or cessation of operations in a market.

Ford may not realize the anticipated benefits of restructuring actions and such actions may cause Ford to incur significant charges, disrupt our operations, or harm our reputation. We continually review and evaluate our business to find opportunities to make our operations more efficient and reduce costs.

In doing so, we have taken and may in the future take restructuring actions, such as strategic divestitures or ceasing of operations in a market, particularly for those businesses where a path to sustained profitability is not feasible in light of the capital allocation requirements or for other reasons.

Our plans for implementing such actions may be accelerated by shifting industry dynamics and new entrants to our industries with which we must compete.

These actions may include employee separations, a reduced footprint (e.g., plant closures or smaller operations at existing plants or plants that are not yet on-line), or operating our plants at less than full capacity (e.g., reducing shifts).

Further, we may not realize the expected benefits of such restructuring actions (e.g., anticipated cost savings), such benefits may be delayed, or market dynamics or other factors may have evolved such that we cannot obtain the original intended results of an action.

A suspension or substantial curtailment of our manufacturing operations could have a significant adverse effect on our financial condition and results of operations, as was the case in 2020, when, consistent with actions taken by governmental authorities, we idled our plants in regions around the world.

The duration of a suspension of manufacturing operations and a return to our full production schedule will vary.

Our Ford Blue, Ford Model e, and Ford Pro operations generally do not realize revenue while our manufacturing operations are suspended, but we continue to incur operating and non-operating expenses, resulting in a deterioration of our cash flow.

Accordingly, any significant future disruption to our production schedule, regionally or globally, whether as a result of our own or a supplier’s suspension of operations, could have a substantial adverse effect on our financial condition, liquidity, and results of operations.

Moreover, our supply and distribution chains may be disrupted by supplier or dealer bankruptcies or their permanent discontinuation of operations triggered by a shutdown of operations.

As a result of this disrupted production schedule, we have received and continue to receive claims from our supply base for reimbursement of costs beyond our original agreed terms.

Upon receipt, we evaluate those claims, and, in certain circumstances, we have made payments to our suppliers, and this trend may continue.

Failure to develop and deploy secure digital services that appeal to customers could have a negative impact on Ford’s business. A growing part of our business involves connectivity, digital and physical services, and integrated software services, and we are devoting significant resources to develop this business.

If we fail to generate sufficient demand for our integrated software and digital services or if customers do not opt to activate the modems in our vehicles, which would hinder our ability to offer and sell such services, we may not grow revenue in line with the costs we are investing or achieve profitability on our increasingly digitally-connected products.

We contract with third parties to offer digital content to customers and license technologies for use in our software and digital services.

This includes the right to sell, or offer subscriptions to, third-party content, as well as the right to incorporate specific content into our own services; however, continuation of these third-party licensing and other arrangements, or their renewal on commercially reasonable terms, is not guaranteed or may be unavailable.

Moreover, while we seek to grow our share of this business, third parties may be less inclined to continue developing or licensing software for Ford’s products or permit the Company to distribute their content, or such providers may offer competing products and services to the detriment of our business.

If we are unable to offer integrated software applications and digital services on competitive terms, it may reduce customer demand or increase our costs to provide such applications and services, which we may be unable to pass on to customers.

Alternatively, we may have to develop or license new content or technology to provide digital services, and there can be no assurance we would be able to develop or license such content or technology at a reasonable cost or in a timely manner, either of which could have a negative impact on our financial condition, results of operations, or reputation.

Sophisticated software integration may have issues that can unexpectedly interfere with the intended operation of hardware or other software products and services.

In addition, the services we offer can have quality issues and may, from time to time, experience outages, service slowdowns, or errors.

As a result, these services may not always perform as anticipated and may not meet customer expectations.

There can be no assurance we will be able to detect and remedy all issues and defects in the hardware, software, and services we offer, or successfully deliver over-the-air (“OTA”) updates.

Failure to do so on a timely basis could result in widespread technical and performance issues affecting our products and services.

For additional discussion on the risks associated with defects and quality issues, see above under “*Ford’s vehicles could be affected by defects that result in recall campaigns, increased warranty costs, or delays in new model launches, and the time it takes to improve the quality of our vehicles and services could continue to have an adverse effect on our business.*”

The actions of end users are generally beyond our control and some users may engage in fraudulent or abusive activities that involve our digital services.

These include unauthorized use of accounts through stolen credentials, failure to pay for services accessed, or other activities that violate our terms of service.

While we have implemented security measures intended to prevent unauthorized access to our digital services and related information systems, malicious entities have and will continue to attempt to gain unauthorized access to them.

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 has operations in various markets with volatile economic or political environments.

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.

Ford expects that many customers will be able to monetize the commercial clean vehicle credit in light of Ford’s range of electrified product offerings for commercial applications.

For example, in late 2022 interim guidance was released on how to apply the MSRP limitations to the retail clean vehicle credit, and subjected a significant number of SUVs to a lower MSRP limitation than the industry expected, thereby excluding vehicles that may otherwise be eligible for the credit.

In 2022, Ford Credit experienced lower-than-expected return volumes.

The evolution of the regulatory framework for autonomous vehicles, and the pace of the development of such regulatory framework, may subject us to increased costs and uncertainty, and may ultimately impact our ability to deliver autonomous vehicles and related services that customers want.

[removed: 2022] [added: 2023] SUPPLEMENTAL INFORMATION

Company excluding Ford Credit includes our [removed: Automotive] [added: Ford Blue, Ford Model e, Ford Pro,] and [removed: Mobility] [added: Ford Next] reportable segments, Corporate Other, Interest on Debt, and Special Items.

| | | | For the Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | |

| Depreciation and tooling amortization | | | [removed: 5,361] [added: 5,336] | | | | | | [removed: 2,281] [added: 2,354] | | | | | | — | | | | | | [removed: 7,642] [added: 7,690] | | |

| Provision for/(Benefit from) credit and insurance losses | | | [removed: 11] [added: 107] | | | | | | [removed: 35] [added: 331] | | | | | | — | | | | | | [removed: 46] [added: 438] | | |

| Pension and OPEB expense/(income) | | | [removed: (378)] [added: 3,052] | | | | | | — | | | | | | — | | | | | | [removed: (378)] [added: 3,052] | | |

| Equity method investment dividends received in excess of (earnings)/losses and impairments | | | [removed: 3,321] [added: (29)] | | | | | | [removed: 3] [added: (4)] | | | | | | — | | | | | | [removed: 3,324] [added: (33)] | | |

| Foreign currency adjustments | | | [removed: (273)] [added: (49)] | | | | | | [removed: 246] [added: (185)] | | | | | | — | | | | | | [removed: (27)] [added: (234)] | | |

| Net realized and unrealized (gains)/losses on cash equivalents, marketable securities, and other investments | | | [removed: 7,440] [added: 236] | | | | | | [removed: 78] [added: (31)] | | | | | | — | | | | | | [removed: 7,518] [added: 205] | | |

| Net (gain)/loss on changes in investments in affiliates | | | [removed: 146] [added: (9)] | | | | | | [removed: 1] [added: —] | | | | | | — | | | | | | [removed: 147] [added: (9)] | | |

| Decrease/(Increase) in finance receivables (wholesale and other) | | | — | | | | | | [removed: (10,560)] [added: (4,827)] | | | | | | — | | | | | | [removed: (10,560)] [added: (4,827)] | | |

| Decrease/(Increase) in intersegment receivables/payables | | | [removed: 274] [added: 167] | | | | | | [removed: (274)] [added: (167)] | | | | | | — | | | | | | — | | |

| Decrease/(Increase) in accounts receivable and other assets | | | [removed: (984)] [added: (2,512)] | | | | | | [removed: (199)] [added: (108)] | | | | | | — | | | | | | [removed: (1,183)] [added: (2,620)] | | |

| Decrease/(Increase) in inventory | | | [removed: (2,576)] [added: (1,219)] | | | | | | — | | | | | | — | | | | | | [removed: (2,576)] [added: (1,219)] | | |

| Increase/(Decrease) in accounts payable and accrued and other liabilities | | | [removed: 7,098] [added: 9,602] | | | | | | [removed: 170] [added: 227] | | | | | | — | | | | | | [removed: 7,268] [added: 9,829] | | |

| Interest supplements and residual value support to Ford Credit | | | [removed: (1,836)] [added: (3,921)] | | | | | | [removed: 1,836] [added: 3,921] | | | | | | — | | | | | | — | | |

| Net cash provided by/(used in) operating activities | | | $ | [removed: 12,269] [added: 13,738] | | | | | $ | [removed: (5,416)] [added: 1,180] | | | | | $ | — | | | | | $ | [removed: 6,853] [added: 14,918] | |

| Acquisitions of finance receivables and operating leases | | | — | | | | | | [removed: (45,533)] [added: (54,505)] | | | | | | — | | | | | | [removed: (45,533)] [added: (54,505)] | | |

| Collections of finance receivables and operating leases | | | — | | | | | | [removed: 46,276] [added: 44,561] | | | | | | — | | | | | | [removed: 46,276] [added: 44,561] | | |

| Purchases of marketable securities and other investments | | | [removed: (13,880)] [added: (6,551)] | | | | | | [removed: (3,578)] [added: (2,039)] | | | | | | — | | | | | | [removed: (17,458)] [added: (8,590)] | | |

| Sales and maturities of marketable securities and other investments | | | [removed: 14,956] [added: 9,895] | | | | | | [removed: 4,161] [added: 2,805] | | | | | | — | | | | | | [removed: 19,117] [added: 12,700] | | |

| Settlements of derivatives | | | [removed: (90)] [added: 7] | | | | | | [removed: 184] [added: (145)] | | | | | | — | | | | | | [removed: 94] [added: (138)] | | |

| Capital contributions to equity method investments | | | [removed: (733)] [added: (2,733)] | | | | | | [removed: (5)] [added: —] | | | | | | — | | | | | | [removed: (738)] [added: (2,733)] | | |

| Investing activity (to)/from other segments | | | [removed: 2,130] [added: —] | | | | | | [removed: (30)] [added: (3)] | | | | | | [removed: (2,100)] [added: 3] | | | | | | — | | |

| Net cash provided by/(used in) investing activities | | | $ | [removed: (3,666)] [added: (8,225)] | | | | | $ | [removed: 1,419] [added: (9,406)] | | | | | $ | [removed: (2,100)] [added: 3] | | | | | $ | [removed: (4,347)] [added: (17,628)] | |

| Cash payments for dividends and dividend equivalents | | | $ | [removed: (2,009)] [added: (4,995)] | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: (2,009)] [added: (4,995)] | |

| Purchases of common stock | | | [removed: (484)] [added: (335)] | | | | | | — | | | | | | — | | | | | | [removed: (484)] [added: (335)] | | |

| Net changes in short-term debt | | | [removed: 85] [added: (115)] | | | | | | [removed: 5,375] [added: (1,424)] | | | | | | — | | | | | | [removed: 5,460] [added: (1,539)] | | |

| Proceeds from issuance of long-term debt | | | [removed: 3,295] [added: —] | | | | | | [removed: 42,175] [added: 51,659] | | | | | | — | | | | | | [removed: 45,470] [added: 51,659] | | |

| Payments on long-term debt | | | [removed: (3,897)] [added: (212)] | | | | | | [removed: (41,758)] [added: (41,753)] | | | | | | — | | | | | | [removed: (45,655)] [added: (41,965)] | | |

| Financing activity to/(from) other segments | | | [removed: —] [added: 3] | | | | | | [removed: (2,100)] [added: —] | | | | | | [removed: 2,100] [added: (3)] | | | | | | — | | |

| Net cash provided by/(used in) financing activities | | | $ | [removed: (3,202)] [added: (5,756)] | | | | | $ | [removed: 3,613] [added: 8,343] | | | | | $ | [removed: 2,100] [added: (3)] | | | | | $ | [removed: 2,511] [added: 2,584] | |

| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | | | $ | [removed: (227)] [added: (262)] | | | | | $ | [removed: (187)] [added: 158] | | | | | $ | — | | | | | $ | [removed: (414)] [added: (104)] | |

| | | | For the Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

| Interest expense on Company debt excluding Ford Credit | | | [removed: 1,259] [added: 1,302] | | | | | | — | | | | | | [removed: 1,259] [added: 1,302] | | |

| Other income/(loss), net | | | [removed: (5,288)] [added: (1,093)] | | | | | | [removed: 138] [added: 490] | | | | | | [removed: (5,150)] [added: (603)] | | |

| Equity in net income/(loss) of affiliated companies | | | [removed: (2,910)] [added: 382] | | | | | | [removed: 27] [added: 32] | | | | | | [removed: (2,883)] [added: 414] | | |

| Income/(Loss) before income taxes | | | [removed: (5,673)] [added: 2,636] | | | | | | [removed: 2,657] [added: 1,331] | | | | | | [removed: (3,016)] [added: 3,967] | | |

| Provision for/(Benefit from) income taxes | | | [removed: (1,312)] [added: (360)] | | | | | | [removed: 448] [added: (2)] | | | | | | [removed: (864)] [added: (362)] | | |

| Less: Income/(loss) attributable to noncontrolling interests | | | [removed: (171)] [added: (18)] | | | | | | — | | | | | | [removed: (171)] [added: (18)] | | |

| Net income/(loss) | | | $ | 2,996 | | | | | $ | 1,333 | | | | | $ | — | | | | | $ | 4,329 | |

| Other amortization | | | 28 | | | | | | (1,195) | | | | | | — | | | | | | (1,167) | | |

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

| Stock compensation | | | 446 | | | | | | 14 | | | | | | — | | | | | | 460 | | |

| Provision for/(Benefit from) deferred income taxes | | | (1,032) | | | | | | (617) | | | | | | — | | | | | | (1,649) | | |

| Other | | | 539 | | | | | | 134 | | | | | | — | | | | | | 673 | | |

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

| Capital spending | | | $ | (8,156) | | | | | $ | (80) | | | | | $ | — | | | | | $ | (8,236) | |

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

| Other | | | (687) | | | | | | — | | | | | | — | | | | | | (687) | | |

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

| Other | | | (102) | | | | | | (139) | | | | | | — | | | | | | (241) | | |

| Revenues | | | $ | 165,901 | | | | | $ | 10,290 | | | | | $ | 176,191 | |

| Total costs and expenses | | | 161,252 | | | | | | 9,481 | | | | | | 170,733 | | |

| Operating income/(loss) | | | 4,649 | | | | | | 809 | | | | | | 5,458 | | |

| Net income/(loss) | | | 2,996 | | | | | | 1,333 | | | | | | 4,329 | | |

| | | | | | | December 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | | | | $ | 14,204 | | | | | $ | 10,658 | | | | | $ | — | | | | | $ | 24,862 | |

| Marketable securities | | | | | | 14,520 | | | | | | 789 | | | | | | — | | | | | | 15,309 | | |

| Inventories | | | | | | 15,651 | | | | | | — | | | | | | — | | | | | | 15,651 | | |

| Other assets | | | | | | 2,658 | | | | | | 975 | | | | | | — | | | | | | 3,633 | | |

| Total current assets | | | | | | 54,520 | | | | | | 70,450 | | | | | | (3,489) | | | | | | 121,481 | | |

| Net property | | | | | | 40,551 | | | | | | 270 | | | | | | — | | | | | | 40,821 | | |

| Deferred income taxes | | | | | | 16,795 | | | | | | 190 | | | | | | — | | | | | | 16,985 | | |

| Other assets | | | | | | 9,959 | | | | | | 1,482 | | | | | | — | | | | | | 11,441 | | |

| Total assets | | | | | | $ | 128,308 | | | | | $ | 148,521 | | | | | $ | (3,519) | | | | | $ | 273,310 | |

| Payables | | | | | | $ | 25,092 | | | | | $ | 900 | | | | | $ | — | | | | | $ | 25,992 | |

| Total current liabilities | | | | | | 52,215 | | | | | | 52,805 | | | | | | (3,489) | | | | | | 101,531 | | |

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

| Deferred income taxes | | | | | | 668 | | | | | | 337 | | | | | | — | | | | | | 1,005 | | |

| Total liabilities | | | | | | $ | 98,899 | | | | | $ | 135,132 | | | | | $ | (3,519) | | | | | $ | 230,512 | |

________

(a)Includes cash dividends, dividend equivalents, and anti-dilutive share repurchases.

The higher returns are explained primarily by gains on fixed income assets.

During 2023, we identified triggering events related to our Ford Blue Europe asset group.

In each situation in which we experienced a triggering event during the year, we tested our long-lived assets for impairment using our internal economic and business projections, and determined that the carrying values of the long-lived assets were recoverable.

COMPANY EXCLUDING FORD CREDIT MARKET RISK

The extent to which we hedge is also impacted by materiality of the risk in the context of our overall portfolio, market liquidity, and/or our ability to achieve designated hedge accounting.

At December 31, 2023, we had Company cash of $28.8 billion in our investment portfolios, compared to $32.3 billion at December 31, 2022.

| Net income/(loss) | | | $ | (4,361) | | | | | $ | 2,209 | | | | | $ | — | | | | | $ | (2,152) | |

| Other amortization | | | 62 | | | | | | (1,211) | | | | | | — | | | | | | (1,149) | | |

| Held for sale impairment charges | | | 32 | | | | | | — | | | | | | — | | | | | | 32 | | |

| Brazil manufacturing exit non-cash charges (excluding accelerated depreciation of $17) | | | (82) | | | | | | — | | | | | | — | | | | | | (82) | | |

| (Gains)/Losses on extinguishment of debt | | | 135 | | | | | | (14) | | | | | | — | | | | | | 121 | | |

| Stock compensation | | | 325 | | | | | | 11 | | | | | | — | | | | | | 336 | | |

| Provision for deferred income taxes | | | (2,234) | | | | | | 324 | | | | | | — | | | | | | (1,910) | | |

| Other | | | 788 | | | | | | (352) | | | | | | — | | | | | | 436 | | |

| Capital spending | | | $ | (6,808) | | | | | $ | (58) | | | | | $ | — | | | | | $ | (6,866) | |

| Proceeds from sale of business | | | 449 | | | | | | — | | | | | | — | | | | | | 449 | | |

| Other | | | 310 | | | | | | 2 | | | | | | — | | | | | | 312 | | |

| Other | | | (192) | | | | | | (79) | | | | | | — | | | | | | (271) | | |

*Item 7.

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

| Revenues | | | $ | 149,079 | | | | | $ | 8,978 | | | | | $ | 158,057 | |

| Total costs and expenses (a) | | | 145,295 | | | | | | 6,486 | | | | | | 151,781 | | |

| Operating income/(loss) | | | 3,784 | | | | | | 2,492 | | | | | | 6,276 | | |

| Net income/(loss) | | | (4,361) | | | | | | 2,209 | | | | | | (2,152) | | |

__________

(a) Ford Credit excludes a specials charge of $10 million.

| | | | | | | December 31, 2022 | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | | | | $ | 14,741 | | | | | $ | 10,393 | | | | | $ | — | | | | | $ | 25,134 | |

| Marketable securities | | | | | | 17,443 | | | | | | 1,493 | | | | | | — | | | | | | 18,936 | | |

| Inventories | | | | | | 14,080 | | | | | | — | | | | | | — | | | | | | 14,080 | | |

| Assets held for sale | | | | | | 97 | | | | | | — | | | | | | — | | | | | | 97 | | |

| Other assets | | | | | | 2,527 | | | | | | 1,253 | | | | | | — | | | | | | 3,780 | | |

| Total current assets | | | | | | 53,512 | | | | | | 64,475 | | | | | | (1,511) | | | | | | 116,476 | | |

| Net property | | | | | | 37,032 | | | | | | 233 | | | | | | — | | | | | | 37,265 | | |

| Deferred income taxes | | | | | | 15,394 | | | | | | 158 | | | | | | — | | | | | | 15,552 | | |

| Other assets | | | | | | 9,890 | | | | | | 1,228 | | | | | | — | | | | | | 11,118 | | |

| Total assets | | | | | | $ | 119,457 | | | | | $ | 137,954 | | | | | $ | (1,527) | | | | | $ | 255,884 | |

| Payables | | | | | | $ | 24,507 | | | | | $ | 1,098 | | | | | $ | — | | | | | $ | 25,605 | |

| Total current liabilities | | | | | | 45,359 | | | | | | 53,018 | | | | | | (1,511) | | | | | | 96,866 | | |

| Deferred income taxes | | | | | | 628 | | | | | | 921 | | | | | | — | | | | | | 1,549 | | |

| Total liabilities | | | | | | $ | 88,167 | | | | | $ | 126,077 | | | | | $ | (1,527) | | | | | $ | 212,717 | |

The lower returns are explained by losses on fixed income and growth assets, both of which were consistent with broader market performance.

During 2022, we reversed $405 million of U.S. valuation allowances primarily as a result of planning actions.

Our asset groups presently are the regional Automotive business units (i.e., North America, South America, Europe, China (including Taiwan), and the International Markets Group), Ford Credit, and the separate legal entities within the Mobility segment.

*Nature of Estimates Required - Held-for-Sale Operations.* We perform an impairment test on a disposal group to be discontinued, held for sale, or otherwise disposed of when we have committed to an action and the action is expected to be completed within one year.

We estimate fair value to approximate the expected proceeds to be received less cost to sell and compare it to the carrying value of the disposal group.

| Pre-Tax Cash Flow Sensitivity | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| One percentage point instantaneous *increase* in interest rates | | | | | | $ | [removed: (76)] [added: 127] | | | | | $ | [removed: 127] [added: 78] | |

| One percentage point instantaneous *decrease* in interest rates [removed: (a)] | | | | | | [removed: 76] [added: (127)] | | | | | | [removed: (127)] [added: (78)] | | |

As a result of this policy, Ford Credit believes its market risk exposure, relating to changes in currency exchange rates at December 31, [removed: 2022,] [added: 2023,] is insignificant.

*Derivative Fair Values.* The net fair value of Ford Credit’s derivative financial instruments at December 31, [removed: 2022] [added: 2023] was a liability of [removed: $2.0] [added: $1.3] billion, compared to [removed: an asset] [added: a liability] of [removed: $553 million] [added: $2.0 billion] at December 31, [removed: 2021.][added: 2022.]

__________

(a)Pre-tax cash flow sensitivity given a one percentage point decrease in interest rates requires an assumption of negative interest rates in markets where existing interest rates are below one percent.

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

[removed: Retail Sales,] [added: Sales,] Industry Volume, and Market Share

[removed: Retail sales,] [added: Sales,] industry volume, and market share in [removed: each region and in] certain key markets [removed: within each region] during the past three years were as follows:

| | | | [removed: Retail Sales] [added: Sales] (a) | | | | | | | | | | | | | | | | | | Industry Volume (b) | | | | | | | | | | | | | | | | | | Market Share (c) | | | | | | | | | | | | | | |

| | | | [removed: 2020 | | | | | |] 2021 | | | | | | 2022 | | | | | | [removed: 2020 | | | | | | 2021 | | | | | | 2022 | | | | | | 2020 | | | | | | 2021 | | | | | | 2022] [added: 2023] | | |

| United States | | | [removed: 2.0] [added: 1.9] | | | | | | 1.9 | | | | | | [removed: 1.9] [added: 2.0] | | | | | | [removed: 14.9] [added: 15.4] | | | | | | [removed: 15.4] [added: 14.2] | | | | | | [removed: 14.2] [added: 16.1] | | | | | | [removed: 13.7] [added: 12.4] | | % | | | | [removed: 12.4] [added: 13.1] | | % | | | | [removed: 13.1] [added: 12.4] | | % |

| Canada | | | 0.2 | | | | | | 0.2 | | | | | | 0.2 | | | | | | [removed: 1.6] [added: 1.7] | | | | | | [removed: 1.7] [added: 1.6] | | | | | | [removed: 1.6] [added: 1.8] | | | | | | [removed: 15.1] [added: 14.3] | | | | | | [removed: 14.3] [added: 15.2] | | | | | | [removed: 15.2] [added: 13.7] | | |

| United Kingdom | | | 0.2 | | | | | | 0.2 | | | | | | 0.2 | | | | | | [removed: 1.9] [added: 2.0] | | | | | | [removed: 2.0] [added: 1.9] | | | | | | [removed: 1.9] [added: 2.3] | | | | | | [removed: 12.9] [added: 11.8] | | | | | | [removed: 11.8] [added: 12.1] | | | | | | [removed: 12.1] [added: 10.8] | | |

| Germany | | | 0.2 | | | | | | 0.2 | | | | | | 0.2 | | | | | | [removed: 3.3] [added: 3.0] | | | | | | 3.0 | | | | | | [removed: 3.0] [added: 3.2] | | | | | | [removed: 7.4] [added: 5.7] | | | | | | 5.7 | | | | | | [removed: 5.7] [added: 5.1] | | |

| Türkiye | | | 0.1 | | | | | | 0.1 | | | | | | 0.1 | | | | | | 0.8 | | | | | | 0.8 | | | | | | [removed: 0.8] [added: 1.3] | | | | | | [removed: 12.4] [added: 9.7] | | | | | | [removed: 9.7] [added: 10.5] | | | | | | [removed: 10.5] [added: 8.9] | | |

| China [removed: (e)] [added: (d)] | | | 0.6 | | | | | | [removed: 0.6] [added: 0.5] | | | | | | 0.5 | | | | | | [removed: 25.2] [added: 26.3] | | | | | | [removed: 26.3] [added: 23.9] | | | | | | [removed: 23.9] [added: 25.1] | | | | | | 2.4 | | | | | | [removed: 2.4] [added: 2.1] | | | | | | [removed: 2.1] [added: 1.8] | | |

[removed: (a)Retail sales represents] [added: (a)Represents] primarily sales by [removed: dealers] [added: dealers, sales to the government,] and [added: leases to Ford management, and] is based, in part, on estimated vehicle registrations; includes medium and heavy trucks.

[removed: (e)China] [added: (d)China] includes Taiwan; China market share includes Ford brand and JMC brand vehicles produced and sold by our unconsolidated affiliates.

[removed: U.S. wholesales reflect sales to dealers.][added: | | | | U.S. Sales | | | | | | | | | | | | U.S. Wholesales | | | | | | | | |]

| | | | 2021 | | | | | | 2022 | | | | | | [added: 2023 | | | | | |] 2021 | | | | | | 2022 | | | [added: | | | 2023 | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | |]

| Total Vehicles | | | [removed: 1,905,955] [added: 1,864,464] | | | | | | [removed: 1,864,464] [added: 1,995,912] | | | | | | [removed: 1,716,481] [added: 2,012,345] | | | | | | [removed: 2,012,345] [added: 2,096,625] | | |

[removed: Effective January 1, 2023, our] [added: The] Ford Next segment (formerly [removed: Mobility)] [added: the Mobility segment)] primarily includes expenses and investments for emerging business initiatives aimed at creating value for Ford in [removed: complementary] [added: vehicle-adjacent] market segments.

The reports are available through Ford Credit’s website located at [removed: www.fordcredit.com/investor-center] [added: www.ford.com/finance/investor-center] and can also be found on the SEC’s website located at www.sec.gov.

Corporate Other primarily includes corporate governance expenses, [added: past service pension and other postretirement employee benefits (“OPEB”) income and expense,] interest income (excluding [added: Ford Credit] interest [added: income and interest] earned on our extended service contract [removed: portfolio that is included in our Automotive segment)] [added: portfolio)] and gains and losses from our cash, cash equivalents, and marketable securities (excluding gains and losses on investments in equity securities), and foreign exchange derivatives gains and losses associated with intercompany lending.

Many governmental standards and regulations relating to safety, fuel economy, [added: air pollution] emissions control, noise control, vehicle recycling, substances of concern, vehicle damage, and theft prevention are applicable to new motor vehicles, engines, and equipment.

[removed: *U.S. Requirements - Federal] [added: *Federal] and California [removed: Tailpipe Emission] [added: Emissions] Standards.* Both the U.S. Environmental Protection Agency (“EPA”) and the California Air Resources Board (“CARB”) have established motor vehicle tailpipe and evaporative emissions standards that become increasingly stringent over time.

[removed: Seventeen] [added: As of December 31, 2023, seventeen] states [added: (referenced as “opt-in” states)] have adopted [removed: California’s] [added: CARB’s] light-duty [added: emissions] standards, [removed: four] [added: and nine opt-in] states have adopted California’s heavy-duty [removed: standards, and other states are expected to join.][added: standards.]

Both federal and California regulations also require motor vehicles [added: and motor vehicle engines] to be equipped with on-board diagnostic (“OBD”) systems that monitor emission-related systems and components.

[removed: In addition, light-] [added: Light-] and medium-duty vehicles and heavy-duty engines [added: or vehicles] must be certified by EPA prior to sale in the United States and by CARB prior to sale in California and the relevant [added: opt-in] states.

Compliance with emissions standards, OBD requirements, and related regulations can be challenging and can drive increased product development costs, [added: higher retail prices,] warranty costs, and vehicle recalls.

CARB has [added: also] adopted new emissions regulations applicable to model year 2024 [added: and later] heavy-duty engines, as well as extended heavy-duty warranty requirements beginning with [removed: the 2022] model [removed: year, and EPA has proposed more stringent heavy-duty standards beginning with the 2027 model year.][added: year 2022.]

[added: In 2022,] CARB [removed: has also] adopted new light-duty emissions standards applicable to [removed: 2026] [added: vehicles beginning in] model year [removed: vehicles, including a more stringent emissions standard and other] [added: 2026 as part of its] new [removed: emissions requirements.][added: Advanced Clean Cars II (“ACC II”) regulations.]

[removed: These] [added: The] new rules [added: promulgated by EPA and CARB] are expected to impose increased challenges and costs on [removed: the development] [added: Ford and other manufacturers] of [removed: light-duty vehicles] [added: light-, medium-,] and heavy-duty [added: vehicles and] engines.

[added: *California ZEV Requirements.*] The California vehicle emissions program [removed: also] includes requirements for manufacturers to produce and deliver for sale zero-emission vehicles (“ZEVs”).

[removed: For 2025] [added: By] model [removed: year,] [added: year 2025,] this regulation will require approximately 22% of a manufacturer’s California light-duty vehicle sales volume be ZEVs.

Beginning with [removed: the 2026] model [removed: year,] [added: year 2026,] the revised ZEV rule mandates a 35% [added: light-duty] ZEV sales requirement, rising to 100% by 2035.

The revised regulation also imposes significant restrictions on credit [removed: usage,] [added: usage] and new requirements for EV battery durability.

[added: Also,] California has [removed: also] instituted ZEV regulations governing medium- and heavy-duty vehicles, beginning with the 2024 model year.

These stringent ZEV requirements covering light-, medium-, and heavy-duty vehicles could [removed: entail] [added: yield] significant costs and compliance challenges, and include complex warranty and recall requirements.

Compliance with ZEV [removed: rules] [added: requirements] depends on market conditions (including [added: consumer preference for and] the [removed: pace of adoption] [added: pricing] of [removed: EVs),] [added: EVs) in each jurisdiction where the requirements apply (such as California and each opt-in state),] technology readiness, and battery raw material availability as well as the availability of adequate infrastructure to support vehicle charging.

*European [removed: Requirements.* European Union (“EU”)] [added: Emissions Standards.* EU] and U.K. regulations, directives, and related legislation limit the amount of regulated pollutants that may be emitted by new motor vehicles and engines sold in the [removed: EU] [added: European Union] and the United Kingdom.

In addition, new requirements for tailpipe and non-tailpipe emissions will be included in the upcoming Euro 7 [removed: regulation, and the lead-time for engineering and type approval may potentially be too short.][added: regulation.]

In an effort to support the Paris Accord, some countries are adopting yearly increases in CO2 taxes, where such a system is in place, and publishing dates by when internal combustion powered vehicles may no longer be registered, e.g., Norway in 2025 and the [removed: United Kingdom and the] Netherlands in 2030.

*Other National [added: Emissions Control] Requirements.* Many countries, in an effort to address air quality and climate change concerns, are adopting previous versions of European or United Nations Economic Commission for Europe (“UN-ECE”) mobile source emission regulations.

Under the level one (VI(a)) standard, [removed: which is currently in place nationwide in China,] the emissions limits are comparable to the EU Stage VI limits, except for carbon monoxide, which is 30% lower than the EU Stage VI limit.

The more stringent level two (VI(b)) standard’s emissions [removed: limits] [added: limits, which] are [added: currently in place nationwide in China, are] approximately 30-50% lower than the EU Stage VI limits, depending on the [removed: pollutant.][added: pollutants.]

Wholesales

Wholesales consist primarily of vehicles sold to dealerships.

For the majority of such sales, we recognize revenue when we ship the vehicles to our dealerships from our manufacturing facilities.

See Item 7 for additional discussion of revenue recognition practices.

Wholesales in certain key markets during the past three years were as follows:

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Wholesales (a) | | | | | | | | | | | | | | |

| | | | (in thousands of units) | | | | | | | | | | | | | | |

| United States | | | 1,716 | | | | | | 2,012 | | | | | | 2,097 | | |

| China (b) | | | 649 | | | | | | 495 | | | | | | 467 | | |

| Canada | | | 233 | | | | | | 258 | | | | | | 260 | | |

| United Kingdom | | | 227 | | | | | | 263 | | | | | | 243 | | |

| Germany | | | 152 | | | | | | 182 | | | | | | 162 | | |

| Türkiye | | | 72 | | | | | | 85 | | | | | | 124 | | |

| Italy (c) | | | 93 | | | | | | 107 | | | | | | 122 | | |

| France (c) | | | 77 | | | | | | 90 | | | | | | 104 | | |

| Other Markets | | | 723 | | | | | | 739 | | | | | | 834 | | |

| Total Company | | | 3,942 | | | | | | 4,231 | | | | | | 4,413 | | |

(a)Wholesale unit volumes include sales of medium and heavy trucks.

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

Vehicles sold to daily rental car companies that are subject to a guaranteed repurchase option (i.e., rental repurchase), as well as other sales of finished vehicles for which the recognition of revenue is deferred (e.g., consignments), also are included in wholesale unit volumes.

Revenue from certain vehicles in wholesale unit volumes (specifically, Ford badged vehicles produced and distributed by our unconsolidated affiliates, as well as JMC brand vehicles) are not included in our revenue.

(b)China includes Taiwan.

(c)Not previously presented.

| Italy (e) | | | 0.1 | | | | | | 0.1 | | | | | | 0.1 | | | | | | 1.7 | | | | | | 1.5 | | | | | | 1.8 | | | | | | 6.2 | | | | | | 6.4 | | | | | | 6.1 | | |

| France (e) | | | 0.1 | | | | | | 0.1 | | | | | | 0.1 | | | | | | 2.1 | | | | | | 2.0 | | | | | | 2.3 | | | | | | 3.4 | | | | | | 3.9 | | | | | | 3.9 | | |

__________

(e)Not previously presented.

The following table shows U.S. sales volume and U.S. wholesales (consisting primarily of vehicles sold to dealerships) segregated by electric, hybrid, and internal combustion vehicles.

U.S. sales volume represents primarily sales by dealers, sales to the government, and leases to Ford management, and is based, in part, on estimated vehicle registrations and includes medium and heavy trucks.

| | | | 2022 | | | | | | 2023 | | | | | | 2022 | | | | | | 2023 | | |

| Electric Vehicles | | | 61,575 | | | | | | 72,608 | | | | | | 71,418 | | | | | | 99,928 | | |

| Hybrid Vehicles | | | 106,705 | | | | | | 133,743 | | | | | | 101,662 | | | | | | 146,249 | | |

| Internal Combustion Vehicles | | | 1,696,184 | | | | | | 1,789,561 | | | | | | 1,839,265 | | | | | | 1,850,448 | | |

FORD NEXT SEGMENT

In addition to regulating emissions of certain pollutants for which EPA has adopted ambient health-based standards, EPA and CARB also regulate greenhouse gas (“GHG”) emissions from vehicles.

The list of opt-in states changes over time, based on the legislative and regulatory actions by each individual state.

For light- and medium-duty passenger cars and light trucks, EPA promulgated a rule in 2021 establishing GHG standards applicable from model years 2023 through 2026.

This rule reversed a rollback of GHG standards that EPA had previously promulgated in 2020.

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

| North America | | | 2.3 | | | | | | 2.2 | | | | | | 2.2 | | | | | | 17.6 | | | | | | 18.4 | | | | | | 17.3 | | | | | | 13.2 | | | | | | 12.0 | | | | | | 12.5 | | |

| Brazil | | | 0.1 | | | | | | — | | | | | | — | | | | | | 2.1 | | | | | | 2.1 | | | | | | 2.1 | | | | | | 6.8 | | | | | | 1.7 | | | | | | 1.7 | | |

| Argentina | | | — | | | | | | — | | | | | | — | | | | | | 0.3 | | | | | | 0.4 | | | | | | 0.4 | | | | | | 9.7 | | | | | | 7.9 | | | | | | 7.0 | | |

| South America | | | 0.2 | | | | | | 0.1 | | | | | | 0.1 | | | | | | 3.1 | | | | | | 3.6 | | | | | | 3.7 | | | | | | 6.2 | | | | | | 2.6 | | | | | | 2.1 | | |

| EU20 (d) | | | 1.0 | | | | | | 0.9 | | | | | | 0.8 | | | | | | 13.7 | | | | | | 13.7 | | | | | | 13.0 | | | | | | 7.1 | | | | | | 6.4 | | | | | | 6.4 | | |

| Europe | | | 1.1 | | | | | | 1.0 | | | | | | 0.9 | | | | | | 15.1 | | | | | | 15.1 | | | | | | 14.4 | | | | | | 7.2 | | | | | | 6.4 | | | | | | 6.5 | | |

| Australia | | | 0.1 | | | | | | 0.1 | | | | | | 0.1 | | | | | | 0.9 | | | | | | 1.1 | | | | | | 1.1 | | | | | | 6.5 | | | | | | 6.8 | | | | | | 6.2 | | |

| India | | | 0.1 | | | | | | — | | | | | | — | | | | | | 2.8 | | | | | | 3.5 | | | | | | 4.1 | | | | | | 1.7 | | | | | | 1.0 | | | | | | — | | |

| ASEAN (f) | | | 0.1 | | | | | | 0.1 | | | | | | 0.1 | | | | | | 1.3 | | | | | | 1.4 | | | | | | 1.7 | | | | | | 5.3 | | | | | | 5.3 | | | | | | 5.7 | | |

| Russia | | | — | | | | | | — | | | | | | — | | | | | | 1.5 | | | | | | 1.7 | | | | | | 1.7 | | | | | | 0.9 | | | | | | 1.2 | | | | | | — | | |

| International Markets Group | | | 0.3 | | | | | | 0.3 | | | | | | 0.3 | | | | | | 17.5 | | | | | | 18.7 | | | | | | 20.3 | | | | | | 1.7 | | | | | | 1.8 | | | | | | 1.4 | | |

| Global / Total Company | | | 4.5 | | | | | | 4.2 | | | | | | 4.0 | | | | | | 78.5 | | | | | | 82.1 | | | | | | 79.6 | | | | | | 5.8 | | % | | | | 5.1 | | % | | | | 5.0 | | % |

(d)EU20 markets are United Kingdom, Germany, France, Italy, Spain, Austria, Belgium, Czech Republic, Denmark, Finland, Greece, Hungary, Ireland, the Netherlands, Norway, Poland, Portugal, Romania, Sweden, and Switzerland.

(f)ASEAN includes Philippines, Thailand, and Vietnam.

The following table shows U.S. retail sales volume and U.S. wholesales segregated by truck, sport utility vehicle (“SUV”), and car sales.

U.S. retail sales volume reflects transactions with (i) retail and fleet customers (as reported by dealers), (ii) government, and (iii) Ford management.

| | | | U.S. Retail Sales | | | | | | | | | | | | U.S. Wholesales | | | | | | | | |

| 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 | | |

MOBILITY SEGMENT

The Mobility segment primarily includes development costs for Ford’s autonomous vehicles and related businesses, Ford’s equity ownership in Argo AI (a developer of autonomous driving systems), and other mobility businesses and investments.

For additional information about our investment in Argo AI, see Note 14 of our Notes to the Financial Statements.

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.

Vehicle Emissions Control

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

While level two (VI(b)) is not slated for nationwide implementation until July 2023, the government has encouraged the more economically developed cities and provinces to pull ahead implementation.

For example, Beijing, Shanghai, Tianjin, Hebei province, and Guangdong province have all begun implementing level two (VI(b)).

Canadian criteria emissions regulations are largely aligned with U.S. requirements; however, the existing ZEV regulations in Quebec and those published in British Columbia in July 2020 are more stringent than those in place in California.

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

*U.S. Requirements* \- *Light-Duty Vehicles*.

EPA also regulates vehicle greenhouse gas (“GHG”) emissions under the Clean Air Act.

California, which had promulgated its own state-specific set of GHG regulations, agreed that compliance with the federal program would satisfy compliance with its own GHG requirements, thereby avoiding a patchwork of potentially conflicting federal and state GHG standards.

ONP has required manufacturers to achieve increasingly stringent year-over-year standards.

ONP was envisioned to continue at least through the 2025 model year.

In 2020, EPA introduced significantly less stringent fuel economy and GHG standards applicable to model years 2021-2026.

California continued to assert its authority to regulate vehicle GHGs, challenged in court the federal government’s preemption actions, withdrew from ONP, and planned to return to enforcing its own state-specific GHG standards.

The litigation over both standards and preemption, with uncertain outcomes, created difficulty for purposes of Ford’s future product planning.

Ford finalized its agreement with California in 2020, and other states that adopted the California standards indicated they would respect the agreement.

We [removed: intend to] [added: are] vigorously [removed: defend] [added: defending] our actions and [removed: contest] [added: contesting] payment of the penalty and the additional duties.

On February 21, 2023, the court denied our motion to dismiss.

We continue to defend against the NJDEP’s allegations.

ASBESTOS MATTERS

Asbestos was used in some brakes, clutches, and other automotive components from the early 1900s.

Along with other vehicle manufacturers, we have been the target of asbestos litigation and, as a result, are a defendant in various actions for injuries claimed to have resulted from alleged exposure to Ford parts and other products containing asbestos.

Plaintiffs in these personal injury cases allege various health problems as a result of asbestos exposure, either from component parts found in older vehicles, insulation or other asbestos products in our facilities, or asbestos aboard our former maritime fleet.

We believe that we are targeted more aggressively in asbestos suits because many previously targeted companies have filed for bankruptcy or emerged from bankruptcy relieved of liability for such claims.

Most of the asbestos litigation we face involves individuals who claim to have worked on the brakes of our vehicles.

We are prepared to defend these cases and believe that the scientific evidence confirms our long-standing position that there is no increased risk of asbestos-related disease as a result of exposure to the type of asbestos formerly used in the brakes on our vehicles.

The extent of our financial exposure to asbestos litigation remains very difficult to estimate and could include both compensatory and punitive damage awards.

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 defendants.

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

Annual payout and defense costs may become significant in the future.

Our accrual for asbestos matters includes probable losses for both asserted and unasserted claims.

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

For the fiscal year ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] Ford had outstanding [removed: 3,949,385,442] [added: 3,931,183,222] 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: ($11.13] [added: ($15.13] per share), the aggregate market value of such Common Stock was [removed: $43,956,659,969.][added: $59,478,802,149.]

The shares of Common Stock and Class B Stock outstanding at June 30, [removed: 2022] [added: 2023] 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: 11, 2023] [added: 9, 2024] (our “Proxy Statement”), which is incorporated by reference under various Items of this Report as indicated below.

As of [removed: January 30, 2023,] [added: February 2, 2024,] Ford had outstanding [removed: 3,915,329,785] [added: 3,902,781,032] 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: ($12.89] [added: ($12.14] per share), the aggregate market value of such Common Stock was [removed: $50,468,600,929.][added: $47,379,761,728.]

Exhibit Index begins on page [removed: [99](#ie50adb6d899d4f6ebcb5e73f7bd915e7_259)][added: 98]

For the Year Ended December 31, [removed: 2022][added: 2023]

| Item 1 | | | Business | | | | | | [removed: [1](#ie50adb6d899d4f6ebcb5e73f7bd915e7_16)] [added: [1](#i96162517ffc0476786ba5f043a4bb2e7_16)] | | |

| | | | Ford Credit Segment | | | | | | [removed: [6](#ie50adb6d899d4f6ebcb5e73f7bd915e7_28)] [added: [7](#i96162517ffc0476786ba5f043a4bb2e7_28)] | | |

| | | | Corporate Other | | | | | | [removed: [7](#ie50adb6d899d4f6ebcb5e73f7bd915e7_31)] [added: [8](#i96162517ffc0476786ba5f043a4bb2e7_31)] | | |

| | | | Interest on Debt | | | | | | [removed: [7](#ie50adb6d899d4f6ebcb5e73f7bd915e7_34)] [added: [8](#i96162517ffc0476786ba5f043a4bb2e7_34)] | | |

| | | | Governmental Standards | | | | | | [removed: [7](#ie50adb6d899d4f6ebcb5e73f7bd915e7_37)] [added: [8](#i96162517ffc0476786ba5f043a4bb2e7_37)] | | |

| | | | Human Capital Resources | | | | | | [removed: [13](#ie50adb6d899d4f6ebcb5e73f7bd915e7_40)] [added: [14](#i96162517ffc0476786ba5f043a4bb2e7_40)] | | |

| Item 1A | | | Risk Factors | | | | | | [removed: [16](#ie50adb6d899d4f6ebcb5e73f7bd915e7_43)] [added: [17](#i96162517ffc0476786ba5f043a4bb2e7_43)] | | |

| Item 1B | | | Unresolved Staff Comments | | | | | | [removed: [27](#ie50adb6d899d4f6ebcb5e73f7bd915e7_49)] [added: [30](#i96162517ffc0476786ba5f043a4bb2e7_549755817672)] | | |

| Item 2 | | | Properties | | | | | | [removed: [28](#ie50adb6d899d4f6ebcb5e73f7bd915e7_52)] [added: [33](#i96162517ffc0476786ba5f043a4bb2e7_52)] | | |

| Item 3 | | | Legal Proceedings | | | | | | [removed: [29](#ie50adb6d899d4f6ebcb5e73f7bd915e7_58)] [added: [34](#i96162517ffc0476786ba5f043a4bb2e7_58)] | | |

| Item 4 | | | Mine Safety Disclosures | | | | | | [removed: [31](#ie50adb6d899d4f6ebcb5e73f7bd915e7_64)] [added: [36](#i96162517ffc0476786ba5f043a4bb2e7_64)] | | |

| Item 5 | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | | | | [removed: [33](#ie50adb6d899d4f6ebcb5e73f7bd915e7_73)] [added: [38](#i96162517ffc0476786ba5f043a4bb2e7_73)] | | |

| Item 7 | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | | [removed: [35](#ie50adb6d899d4f6ebcb5e73f7bd915e7_76)] [added: [40](#i96162517ffc0476786ba5f043a4bb2e7_76)] | | |

| | | | Key Trends and Economic Factors Affecting Ford and the Automotive Industry | | | | | | [removed: [35](#ie50adb6d899d4f6ebcb5e73f7bd915e7_79)] [added: [40](#i96162517ffc0476786ba5f043a4bb2e7_79)] | | |

| | | | Results of Operations - 2022 | | | | | | [removed: [38](#ie50adb6d899d4f6ebcb5e73f7bd915e7_82)] [added: [53](#i96162517ffc0476786ba5f043a4bb2e7_124)] | | |

| | | | Ford Credit Segment | | | | | | [removed: [47](#ie50adb6d899d4f6ebcb5e73f7bd915e7_109)] [added: [49](#i96162517ffc0476786ba5f043a4bb2e7_109)] | | |

| | | | Corporate Other | | | | | | [removed: [49](#ie50adb6d899d4f6ebcb5e73f7bd915e7_115)] [added: [52](#i96162517ffc0476786ba5f043a4bb2e7_115)] | | |

| | | | Interest on Debt | | | | | | [removed: [49](#ie50adb6d899d4f6ebcb5e73f7bd915e7_118)] [added: [52](#i96162517ffc0476786ba5f043a4bb2e7_118)] | | |

| | | | Taxes | | | | | | [removed: [50](#ie50adb6d899d4f6ebcb5e73f7bd915e7_121)] [added: [52](#i96162517ffc0476786ba5f043a4bb2e7_121)] | | |

| | | | Ford Credit Segment | | | | | | [removed: [58](#ie50adb6d899d4f6ebcb5e73f7bd915e7_148)] [added: [57](#i96162517ffc0476786ba5f043a4bb2e7_148)] | | |

| | | | Corporate Other | | | | | | [removed: [59](#ie50adb6d899d4f6ebcb5e73f7bd915e7_151)] [added: [58](#i96162517ffc0476786ba5f043a4bb2e7_151)] | | |

| | | | Interest on Debt | | | | | | [removed: [59](#ie50adb6d899d4f6ebcb5e73f7bd915e7_154)] [added: [58](#i96162517ffc0476786ba5f043a4bb2e7_154)] | | |

| | | | Taxes | | | | | | [removed: [59](#ie50adb6d899d4f6ebcb5e73f7bd915e7_157)] [added: [58](#i96162517ffc0476786ba5f043a4bb2e7_157)] | | |

| | | | Liquidity and Capital Resources | | | | | | [removed: [60](#ie50adb6d899d4f6ebcb5e73f7bd915e7_160)] [added: [59](#i96162517ffc0476786ba5f043a4bb2e7_160)] | | |

| | | | Credit Ratings | | | | | | [removed: [72](#ie50adb6d899d4f6ebcb5e73f7bd915e7_169)] [added: [71](#i96162517ffc0476786ba5f043a4bb2e7_169)] | | |

| | | | Outlook | | | | | | [removed: [73](#ie50adb6d899d4f6ebcb5e73f7bd915e7_172)] [added: [72](#i96162517ffc0476786ba5f043a4bb2e7_172)] | | |

| | | | Cautionary Note on Forward-Looking Statements | | | | | | [removed: [74](#ie50adb6d899d4f6ebcb5e73f7bd915e7_175)] [added: [73](#i96162517ffc0476786ba5f043a4bb2e7_175)] | | |

| | | | Non-GAAP Financial Measures That Supplement GAAP Measures | | | | | | [removed: [76](#ie50adb6d899d4f6ebcb5e73f7bd915e7_178)] [added: [75](#i96162517ffc0476786ba5f043a4bb2e7_178)] | | |

| | | | Non-GAAP Financial Measure Reconciliations | | | | | | [removed: [78](#ie50adb6d899d4f6ebcb5e73f7bd915e7_181)] [added: [77](#i96162517ffc0476786ba5f043a4bb2e7_181)] | | |

| | | | [removed: 2022] [added: 2023] Supplemental Financial Information | | | | | | [removed: [80](#ie50adb6d899d4f6ebcb5e73f7bd915e7_184)] [added: [79](#i96162517ffc0476786ba5f043a4bb2e7_184)] | | |

| | | | Critical Accounting Estimates | | | | | | [removed: [84](#ie50adb6d899d4f6ebcb5e73f7bd915e7_199)] [added: [83](#i96162517ffc0476786ba5f043a4bb2e7_199)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | Overview | | | | | | [2](#i96162517ffc0476786ba5f043a4bb2e7_19) | | |

| | | | Ford Blue, Ford Model e, and Ford Pro Segment | | | | | | [2](#i96162517ffc0476786ba5f043a4bb2e7_22) | | |

| | | | Ford Next Segment | | | | | | [6](#i96162517ffc0476786ba5f043a4bb2e7_25) | | |

| Item 1C | | | Cybersecurity | | | | | | [31](#i96162517ffc0476786ba5f043a4bb2e7_49) | | |

| Item 4A | | | Information about our Executive Officers | | | | | | [37](#i96162517ffc0476786ba5f043a4bb2e7_67) | | |

| Item 6 | | | \[Reserved\] | | | | | | [39](#i96162517ffc0476786ba5f043a4bb2e7_3922) | | |

| | | | Results of Operations - 2023 | | | | | | [43](#i96162517ffc0476786ba5f043a4bb2e7_82) | | |

| | | | Ford Blue Segment | | | | | | [45](#i96162517ffc0476786ba5f043a4bb2e7_85) | | |

| | | | Ford Model e Segment | | | | | | [46](#i96162517ffc0476786ba5f043a4bb2e7_88) | | |

| | | | Ford Pro Segment | | | | | | [46](#i96162517ffc0476786ba5f043a4bb2e7_91) | | |

| | | | Ford Next Segment | | | | | | [48](#i96162517ffc0476786ba5f043a4bb2e7_106) | | |

| | | | Ford Blue Segment | | | | | | [55](#i96162517ffc0476786ba5f043a4bb2e7_127) | | |

| | | | Ford Model e Segment | | | | | | [56](#i96162517ffc0476786ba5f043a4bb2e7_130) | | |

| | | | Ford Pro Segment | | | | | | [56](#i96162517ffc0476786ba5f043a4bb2e7_133) | | |

| | | | Ford Next Segment | | | | | | [57](#i96162517ffc0476786ba5f043a4bb2e7_145) | | |

| | | | Signatures | | | | | | [103](#i96162517ffc0476786ba5f043a4bb2e7_265) | | |

FORD BLUE SEGMENT

Ford Blue primarily includes the sale of Ford and Lincoln internal combustion engine (“ICE”) and hybrid vehicles, service parts, accessories, and digital services for retail customers, together with the associated costs of development, manufacture, and distribution of the vehicles, parts, accessories, and services.

This segment focuses on developing Ford and Lincoln ICE and hybrid vehicles.

Additionally, this segment provides hardware engineering and manufacturing capabilities to Ford Model e and manufactures vehicles on behalf of Ford Pro and, in certain cases, Ford Model e.

Ford Blue also includes:

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

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

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

- All sales of vehicles manufactured and sold to other OEMs

FORD MODEL E SEGMENT

This segment focuses on developing EV and digital vehicle technologies, as well as software development.

Additionally, Ford Model e provides software and connected vehicle technologies on behalf of the enterprise, and manufactures certain EVs, including for Ford Pro.

Ford Model e operates in North America, Europe, and China.

Ford Model e also includes EV and related sales not considered core to Ford Pro to commercial, government, and rental customers in Europe, China, and Mexico.

FORD PRO SEGMENT

Ford Pro primarily includes the sale of Ford and Lincoln vehicles, service parts, accessories, and services for commercial, government, and rental customers.

Included in this segment are sales of all core Ford Pro vehicles, such as Super Duty and the Transit range of vans in North America and Europe and all sales of Ranger in Europe.

In the United States and Canada, Ford Pro also includes all vehicle sales to commercial, government, and rental customers.

This segment focuses on selling ICE, hybrid, and electric vehicles, and providing digital and physical services to optimize and maintain fleets, including telematics and EV charging solutions.

This segment reflects external sales of vehicles produced by Ford Blue and Ford Model e and the costs (including intersegment markup) associated with acquiring vehicles for sale and providing services.

Ford Pro operates in North America and Europe.

__________

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

| | | | Automotive Segment | | | | | | [2](#ie50adb6d899d4f6ebcb5e73f7bd915e7_22) | | |

| | | | Mobility Segment | | | | | | [5](#ie50adb6d899d4f6ebcb5e73f7bd915e7_25) | | |

| Item 4A | | | Executive Officers of Ford | | | | | | [32](#ie50adb6d899d4f6ebcb5e73f7bd915e7_67) | | |

| | | | Automotive Segment | | | | | | [40](#ie50adb6d899d4f6ebcb5e73f7bd915e7_85) | | |

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

| | | | Results of Operations - 2021 | | | | | | [51](#ie50adb6d899d4f6ebcb5e73f7bd915e7_124) | | |

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

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

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

ii

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.

AUTOMOTIVE SEGMENT

This segment includes revenues and costs related to our electrification vehicle programs and enterprise connectivity.

The segment includes the following regional business units: North America, South America, Europe, China (including Taiwan), and the International Markets Group.

In recent years, due to COVID-19, the semiconductor shortage, 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 shortage and other supply constraints, and the amount of time required to fill orders for certain vehicles increased.

Wholesales

Wholesales consist primarily of vehicles sold to dealerships.

For the majority of such sales, we recognize revenue when we ship the vehicles to our dealerships from our manufacturing facilities.

See Item 7 for additional discussion of revenue recognition practices.

Wholesales in each region and in certain key markets within each region during the past three years were as follows:

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Wholesales (a) | | | | | | | | | | | | | | |

| | | | (in thousands of units) | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2021 | | | | | | 2022 | | |

| United States | | | 1,826 | | | | | | 1,716 | | | | | | 2,012 | | |

| Canada | | | 210 | | | | | | 233 | | | | | | 258 | | |

| Mexico | | | 34 | | | | | | 40 | | | | | | 42 | | |

| North America | | | 2,081 | | | | | | 2,006 | | | | | | 2,335 | | |

| Brazil | | | 135 | | | | | | 27 | | | | | | 21 | | |

| Argentina | | | 31 | | | | | | 26 | | | | | | 31 | | |

| South America | | | 185 | | | | | | 81 | | | | | | 83 | | |

| United Kingdom | | | 208 | | | | | | 227 | | | | | | 263 | | |

| Germany | | | 211 | | | | | | 152 | | | | | | 182 | | |

| EU20 (b) | | | 904 | | | | | | 806 | | | | | | 910 | | |

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

| Europe | | | 1,020 | | | | | | 891 | | | | | | 1,014 | | |

While no organization can eliminate cybersecurity risk entirely, we devote significant resources to our security program that we believe is reasonably designed to mitigate our cybersecurity and information technology risk.

Our efforts focus on protecting and enhancing the security of our information systems, software, networks, and other assets.

These efforts are designed to protect against, and mitigate the effects of, among other things, cybersecurity incidents where unauthorized parties attempt to access confidential, sensitive, or personal information; potentially hold such information for ransom; destroy data; disrupt or degrade service or our operations; sabotage systems; or otherwise cause harm to the Company, our customers, suppliers, or dealers, or other key stakeholders.

We employ capabilities, processes, and other security measures we believe are designed to reduce and mitigate these risks, and have requirements for our suppliers to do the same.

Despite having thorough due diligence, onboarding, and cybersecurity assessment processes in place for our suppliers, the responsibility ultimately rests with our suppliers to establish and uphold their respective cybersecurity programs.

Our ability to monitor the cybersecurity practices of our suppliers is limited and there can be no assurance that we can prevent or mitigate the risk of any compromise or failure in the information systems, software, networks, and other assets owned or controlled by our suppliers.

When we become aware that a supplier’s cybersecurity has been compromised, we attempt to mitigate the risk to the Company, including, if appropriate and feasible, by terminating the supplier’s connection to our information systems.

Notwithstanding our efforts to mitigate any such risk, there can be no assurance that the compromise or failure of supplier information systems, technology assets, or cybersecurity programs would not have an adverse effect on the security of the Company’s information systems.

In an effort to effectively prevent, detect, and respond to cybersecurity threats, we employ a multi-layered cybersecurity risk management program supervised by our Chief Information Security Officer, whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, architecture, and processes.

This responsibility includes identifying, considering, and assessing potentially material cybersecurity incidents on an ongoing basis, establishing processes designed to prevent and monitor potential cybersecurity risks, implementing mitigation and remedial measures, and maintaining our cybersecurity program.

To do so, our program leverages both internal and external techniques and expertise.

Internally, among other things, we perform penetration tests, internal tests/code reviews, and simulations using cybersecurity professionals (often referred to as “white hat hackers” or a “Red Team”), to assess vulnerabilities in our information systems and evaluate our cyber defense capabilities.

We also perform phishing and social engineering simulations with, and provide cybersecurity training for, personnel with Company email and access to Company assets.

On a monthly basis, we disseminate security awareness newsletters to employees to highlight emerging or urgent cybersecurity threats and best practices.

Externally, we monitor notifications from the U.S. Computer Emergency Readiness Team (“CERT”) and various Information Sharing and Analysis Centers (each an “ISAC”); review customer, media, and third-party cybersecurity reports; and offer bounties to responsible third-parties who notify us of vulnerabilities they are able to detect in our cyber defenses (commonly referred to as a “Bug Bounty”).

Our capabilities, processes, and other security measures also include, without limitation:

- Security Information and Event Management (“SIEM”) software, which provides a threat detection, compliance, and security incident management system;

- Endpoint Detection and Response (“EDR”) software, which monitors for malicious activities on external-facing endpoints (e.g., Windows workstations, servers, MAC clients, and Linux endpoints);

- Cloud monitoring, running on primary public and private cloud environments; and

- Disaster recovery and incident response plans, including a ransomware response plan.

We invest in enhancing our cybersecurity capabilities and strengthening our partnerships with appropriate business partners, service partners, and government and law enforcement agencies to understand the range of cybersecurity risks in the operating environment, enhance defenses, and improve resiliency against cybersecurity threats.

Additionally, we are a member of the Financial Services and Information Technology ISACs and both a founding member and board member of the Automotive ISAC.

Our membership with these industry cybersecurity groups assists in our efforts to protect the Company against both enterprise and in-vehicle security risks.

The Company’s global cybersecurity incident response is overseen by our Chief Information Security Officer.

Our Chief Information Security Officer has served in that role for over 6 years and has over a decade of engineering and operations expertise with cybersecurity technologies and services.

Our Chief Information Security Officer reports to our Chief Enterprise Technology Officer who has spent over two decades leading digital and technology organizations at both enterprise software companies and *Fortune 50* enterprises.

Our Chief Enterprise Technology Officer reports directly to the Chief Executive Officer.

*ITEM 1C.

Cybersecurity (Continued)*

When a cybersecurity threat or incident is identified, our policy is to review and triage the threat or incident, and to then manage it to conclusion in accordance with our cybersecurity incident response processes.

When a cybersecurity incident is determined to be significant, it is addressed by management committees using processes that leverage subject-matter expertise from across the Company.

Further, we may engage third-party advisors, from time to time, as part of our incident management processes.

All cybersecurity incidents that are identified as reasonably having the potential to be highly significant to the Company are brought to the attention of both the Chief Enterprise Technology Officer and General Counsel by the Chief Information Security Officer as part of our cybersecurity incident response processes.

Cybersecurity risk management is an integral part of our overall enterprise risk management program.

As part of its enterprise risk management efforts, the Board meets with senior management, including the executive leadership team, to assess and respond to critical business risks.

Critical enterprise risks are assessed by senior management annually and discussed with the Board.

Once identified, each of the risks we view as most significant is assigned an executive risk owner who is responsible to oversee risk assessment, develop and implement mitigation plans, and provide regular updates to the Board (and/or Board committee assigned to the risk).

Cybersecurity threats have been and continue to be identified as one of the Company’s top risks, with our Chief Enterprise Technology Officer and Chief Information Security Officer assigned as the executive risk owners.

The Board has delegated primary responsibility for the oversight of cybersecurity and information technology risks, and the Company’s preparedness for these risks, to the Audit Committee.

As part of its oversight responsibilities, the Audit Committee receives regular updates on our cybersecurity practices as well as cybersecurity and information technology risks from our Chief Information Security Officer.

Our principal properties include manufacturing and assembly facilities, distribution centers, warehouses, sales or administrative offices, and [removed: engineering centers.][added: testing, prototype, and operations space.]

Most of our distribution centers are leased (we own approximately [removed: 35%] [added: 32%] of the total square [removed: footage,] [added: footage] and lease the balance).

We and the entities that we consolidated as of December 31, [removed: 2022] [added: 2023] use [removed: 13 engineering and research] [added: over 300 operations] facilities [added: globally, including testing] and [removed: 44] [added: prototype, across 24 countries, and 41] manufacturing and assembly plants, which includes plants that are operated by us or our consolidated joint venture that support our [removed: Automotive segment.][added: Ford Blue, Ford Model e, and Ford Pro segments.]

We have one significant consolidated joint [removed: venture] [added: venture, which is] in our [removed: Automotive] [added: Ford Blue] segment:

In addition to the plants that we operate directly or that are operated by our consolidated joint venture, additional plants that support our [removed: Automotive segment] [added: Ford Blue, Ford Model e, and Ford Pro segments] are operated by unconsolidated joint ventures of which we are a partner.

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

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

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

We [removed: have] filed post-trial motions [removed: and are] seeking a new [removed: trial.][added: trial, and on September 14, 2023, the trial court denied our post-trial motions.]

[removed: A hearing on our post-trial motions was held on December 19, 2022, and we] [added: 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 October 13, 2023, Ford filed a notice of appeal with the Georgia Court of Appeals.

ASBESTOS MATTERS

Asbestos was used in some brakes, clutches, and other automotive components from the early 1900s.

Along with other vehicle manufacturers, we have been the target of asbestos litigation and, as a result, are a defendant in various actions for injuries claimed to have resulted from alleged exposure to Ford parts and other products containing asbestos.

Plaintiffs in these personal injury cases allege various health problems as a result of asbestos exposure, either from component parts found in older vehicles, insulation or other asbestos products in our facilities, or asbestos aboard our former maritime fleet.

We believe that we are targeted more aggressively in asbestos suits because many previously targeted companies have filed for bankruptcy or emerged from bankruptcy relieved of liability for such claims.

Most of the asbestos litigation we face involves individuals who claim to have worked on the brakes of our vehicles.

We are prepared to defend these cases and believe that the scientific evidence confirms our long-standing position that there is no increased risk of asbestos-related disease as a result of exposure to the type of asbestos formerly used in the brakes on our vehicles.

The extent of our financial exposure to asbestos litigation remains very difficult to estimate and could include both compensatory and punitive damage awards.

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 defendants.

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

Annual payout and defense costs may become significant in the future.

Our accrual for asbestos matters includes probable losses for both asserted and unasserted claims.

*•Ford Lio Ho Motor Company Ltd. (“FLH”)* — a joint venture in Taiwan between Ford (26% partner) and local partners (74% ownership in aggregate) that assembles a variety of Ford vehicles sourced from Ford.

In addition to domestic assembly, FLH imports Ford brand built-up vehicles from Asia Pacific, Europe, and the United States.

The joint venture operates one plant in Taiwan.

Our executive officers are as follows, along with each executive officer’s position and age at February 1, [removed: 2023:][added: 2024:]

| William Clay Ford, Jr. (a) | | | | | | Executive Chair and Chair of the Board | | | | | | September 2006 | | | | | | [removed: 65] [added: 66] | | |

| James D. Farley, Jr. (b) | | | | | | President and Chief Executive Officer | | | | | | October 2020 | | | | | | [removed: 60] [added: 61] | | |

| John Lawler | | | | | | Chief Financial Officer | | | | | | October 2020 | | | | | | [removed: 56] [added: 57] | | |

| Michael Amend | | | | | | Chief Enterprise Technology Officer | | | | | | September 2021 | | | | | | [removed: 45] [added: 46] | | |

| Steven P. Croley | | | | | | Chief Policy Officer and General Counsel | | | | | | July 2021 | | | | | | [removed: 57] [added: 58] | | |

| Marin Gjaja | | | | | | Chief [removed: Customer] [added: Operating] Officer, Ford Model e | | | | | | [removed: March 2022] [added: September 2023] | | | | | | [removed: 53] [added: 54] | | |

| Jennifer Waldo | | | | | | Chief People and Employee Experience Officer | | | | | | May 2022 | | | | | | [removed: 46] [added: 47] | | |

| [removed: Anning Chen] [added: Shengpo (“Sam”) Wu] | | | | | | President and Chief Executive Officer, Ford of China | | | | | | [removed: December 2018] [added: March 2023] | | | | | | [removed: 61] [added: 57] | | |

| Cathy O’Callaghan | | | | | | Controller | | | | | | June 2018 | | | | | | [removed: 54] [added: 55] | | |

- Jennifer Waldo was Vice President, People Business Partners at Apple from [removed: March] 2019 to [removed: April] 2022.

From [removed: September] 2015 to [removed: February] 2019, Ms. Waldo was Chief Human Resources Officer at GE Digital.

As of [removed: January 30, 2023,] [added: February 2, 2024,] stockholders of record of Ford included approximately [removed: 104,339] [added: 100,089] 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: 2022.][added: 2023.]

It shows the growth of a $100 investment on December 31, [removed: 2017,] [added: 2018,] including the reinvestment of all dividends.

[removed: ][added: ]

| Company/Index | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| Dow Jones Automobiles & Parts Titans 30 | | | | | | 100 | | | | | | [removed: 79] [added: 114] | | | | | | [removed: 89] [added: 172] | | | | | | [removed: 135] [added: 215] | | | | | | [removed: 169] [added: 146] | | | | | | [removed: 115] [added: 194] | | |

| Ashwani (“Kumar”) Galhotra | | | | | | Chief Operating Officer | | | | | | October 2023 | | | | | | 58 | | |

| Theodore Cannis | | | | | | CEO, Ford Pro and Ford Customer Service Division | | | | | | September 2023 | | | | | | 57 | | |

| J. Doug Field | | | | | | Chief EV, Digital, and Design Officer | | | | | | October 2023 | | | | | | 58 | | |

| Andrew Frick | | | | | | President, Ford Blue | | | | | | October 2023 | | | | | | 50 | | |

| Peter C. Stern | | | | | | President, Integrated Services | | | | | | August 2023 | | | | | | 52 | | |

- Peter C.

Stern was Vice President, Services at Apple from 2016 to 2023.

- Shengpo “Sam” Wu was Executive Vice President and President, Whirlpool Asia from 2019 until he retired from that position in 2022.

He served in an advisory role and as the Vice-Chairman of Whirlpool China Co., Ltd. from 2022 to 2023.

Mr. Wu joined Whirlpool Corporation in 2017 as President, Whirlpool Asia and a member of the company’s Executive Committee.

| Ford Motor Company | | | | | | 100 | | | | | | 130 | | | | | | 125 | | | | | | 296 | | | | | | 171 | | | | | | 198 | | |

| S&P 500 | | | | | | 100 | | | | | | 131 | | | | | | 156 | | | | | | 200 | | | | | | 164 | | | | | | 207 | | |

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

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

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

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

He also held the positions of Chairman of the Board of Directors, Chery Jaguar Land Rover Automotive, China; and Chairman of the Board, Qoros Automotive, China.

| Ford Motor Company | | | | | | 100 | | | | | | 66 | | | | | | 85 | | | | | | 82 | | | | | | 194 | | | | | | 112 | | |

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

Issuer Purchases of [added: Equity] Securities

In the fourth quarter of [removed: 2022,] [added: 2023,] we completed a modest anti-dilutive share repurchase program to offset the dilutive effect of share-based compensation granted during [removed: 2022.][added: 2023.]

The [removed: plan] [added: program] authorized repurchases of up to [removed: 35] [added: 51] million shares of Ford Common Stock.

| October 1, [removed: 2022] [added: 2023] through October 31, [removed: 2022] [added: 2023] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | — | | |

| Total / Average | | | | | | [removed: 35,000,000] [added: 31,000,000] | | | | | | $ | [removed: 13.81] [added: 10.80] | | | | | [removed: —] [added: 31,000,000] | | | | | | [removed: —] | | |

The table below shows the dividends we paid per share of Common and Class B Stock for each quarterly period in [removed: 2021] [added: 2022] and [removed: 2022:][added: 2023:]

| | | | First Quarter | | | | | | Second Quarter | | | | | | Third Quarter | | | | | | Fourth Quarter | | | | | | [removed: First Quarter] [added: First Quarter(a)] | | | | | | Second Quarter | | | | | | Third Quarter | | | | | | Fourth Quarter | | |

| Dividends per share of Ford Common and Class B Stock | | | $ | [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: 0.10] [added: 0.80] | | | | | $ | [removed: 0.10] [added: 0.15] | | | | | $ | 0.15 | | | | | $ | 0.15 | |

On February [removed: 2, 2023,] [added: 6, 2024,] we declared a regular dividend of $0.15 per share and a supplemental dividend of [removed: $0.65] [added: $0.18] per share.

As shown in the rightmost column of the table below, we do not intend to make any further purchases under this program because its anti-dilutive purpose was fulfilled after purchasing only 31 million shares.

| November 1, 2023 through November 30, 2023 | | | | | | 6,713,291 | | | | | | 10.25 | | | | | | 6,713,291 | | | | | | 44,286,709 | | |

| December 1, 2023 through December 31, 2023 | | | | | | 24,286,709 | | | | | | 10.95 | | | | | | 24,286,709 | | | | | | 20,000,000 (a) | | |

(a)The share repurchase program announced November 20, 2023 authorized repurchases of up to 51 million shares of Ford Common Stock.

Although we have repurchased 31 million shares and the program was authorized for up to 51 million, we do not intend to make any further purchases under this program because its anti-dilutive purpose has been fulfilled.

In December 2023, our Board of Directors approved a modest anti-dilutive share repurchase program to offset the dilutive effect of share-based compensation expected to be granted during 2024.

The program authorizes repurchases of up to 53 million shares of Ford Common Stock.

The Company may repurchase shares of Common Stock from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to satisfy the conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions.

The timing and total amount of repurchases of Ford Common Stock under this program will depend upon business, economic, and market conditions, corporate, legal, and regulatory requirements, prevailing stock prices, trading volume, and other considerations.

The share repurchase program may be suspended or discontinued at any time, and does not obligate the Company to acquire any amount of Common Stock.

To the extent the Company elects to make purchases under the share repurchase program, the Company expects to utilize its existing cash and cash equivalents to fund such repurchases.

| | | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

(a)In the first quarter of 2023, in addition to a regular dividend of $0.15 per share, we paid a supplemental dividend of $0.65 per share.

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

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

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

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Key Trends and Economic Factors Affecting Ford and the Automotive Industry

*COVID-19 and Supplier Disruptions.* The impact of COVID-19, including changes in consumer behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the global economy.

Outbreaks in certain regions continue to cause intermittent COVID-19-related disruptions in our supply chain and local manufacturing operations.

We also continue to face supplier disruptions due to labor shortages and other production issues, in addition to the continuing semiconductor shortage.

Our inconsistent production schedule has been disruptive to our suppliers’ operations, which, in turn, has led to higher costs and production shortfalls.

Further, actions taken by Russia in Ukraine have impacted and could further impact our suppliers, particularly our lower tier suppliers, as well as our operations in Europe.

For additional information on the impact of supplier disruptions, see the Outlook section on page [73](#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, in 2022 began to withdraw monetary stimulus by raising interest rates.

Periods of monetary policy tightening are often associated with heightened financial market and currency volatility, especially for those markets that are outliers in terms of their economic or monetary policy backdrop.

This is notable for many emerging markets, which may also face increased exposure to commodity prices and political instability, contributing to unpredictable movements in the value of their exchange rates.

In addition to direct impacts on the financial flows of global automotive companies, currency movements can also impact pricing of vehicles exported to overseas markets.

In most markets, exchange rates are market-determined, and all are impacted by many different macroeconomic and policy factors, and thus likely to remain volatile.

However, in some markets, exchange rates are heavily influenced or controlled by governments.

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

We have already observed some moderation in the rate of price increases as auto production slowly recovers from the semiconductor shortage, but it is unclear whether prices will decline fully to pre-COVID-19 pandemic levels.

Over the long term, intense competition and excess capacity are likely to put downward pressure on inflation-adjusted prices for similarly-contented vehicles and contribute to a challenging pricing environment for the automotive industry in most major markets.

*Commodity and Energy Prices.* Prices for commodities remain volatile.

In some cases, spot prices for various commodities have recently diverged somewhat, as anticipated weakening in global industrial activity mitigates price increases for base metals such as steel and aluminum, while precious metals (e.g., palladium), and raw materials that are used in batteries for electric vehicles (e.g., lithium, cobalt, nickel, graphite, and manganese, among other materials, for batteries) remain high.

The net impact on us and our suppliers has been higher material costs overall.

To help ensure supply of raw materials for critical components (e.g., batteries), we, like others in the industry, have entered into multi-year sourcing agreements and may enter into additional agreements.

Similar dynamics are impacting energy markets, with Europe particularly exposed to the risk of both higher prices and constraints on supply of natural gas due to the ongoing conflict in Ukraine.

Such shortages may impact facilities operated by us or our suppliers, which could have an impact on us in Europe and other regions.

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

For additional information on commodity costs, see the Outlook section on page [73](#ie50adb6d899d4f6ebcb5e73f7bd915e7_172).

*Vehicle Profitability.* Our financial results depend on the profitability of the vehicles we sell, which may vary significantly by vehicle line.

In general, larger vehicles tend to command higher prices and be more profitable than smaller vehicles, both across and within vehicle segments.

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

In addition, government regulations aimed at reducing emissions and increasing fuel efficiency (e.g., ZEV mandates and low emission zones), and other factors that accelerate the transition to electrified vehicles, may increase the cost of vehicles by more than the perceived benefit to consumers and dampen margins.

*Item 7.

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

*Trade Policy.* To the extent governments in various regions implement or intensify barriers to imports, such as erecting tariff or non-tariff barriers or manipulating their currency, and provide advantages 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 will continue to monitor and address developing issues.

*Inflation and Interest Rates.* We continue to see near-term impacts on our business due to inflation, including ongoing global price pressures in the wake of Russia’s invasion of Ukraine, driving up energy prices, freight premiums, and other 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.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Key Trends and Economic Factors Affecting Ford and the Automotive Industry

*Production and Supply Chain.* Although we saw improvements in our supply chain throughout 2023, including easing of the semiconductor shortage, we continue to face some production issues due to, among other things, labor shortages at our suppliers.

Moreover, we have received and continue to receive claims from our supply base related to inflationary pressure and production disruption.

Upon receipt, we evaluate those claims, and, in certain circumstances, in order to ensure continuity of supply and mitigate the impact on our production, have made payments to our suppliers, sometimes under duress.

We continue to reevaluate our supply base and sourcing decisions and may in the future incur charges to improve flexibility and cost competitiveness.

*Currency Exchange Rate Volatility.* Globally, central banks have begun shifting from tightening policy by raising interest rates to holding rates steady or, in some markets, beginning to cut rates.

As they do, they need to carefully balance the risk that inflation remains elevated against the heightened financial and economic risks associated with high interest rates.

This is notable for many emerging markets, which may also face increased exposure to commodity prices and political instability, contributing to unpredictable movements in the value of their exchange rates.

In addition to direct impacts on the financial flows of global automotive companies, currency movements can also impact pricing of vehicles exported to overseas markets.

In most markets, exchange rates are market-determined, and all are impacted by many different macroeconomic and policy factors, and thus likely to remain volatile.

However, in some markets, exchange rates are heavily influenced or controlled by governments.

*Pricing Pressure.* Despite vehicle pricing remaining elevated over the last year due to strong demand, supply shortages, and inflationary costs, we have already observed moderation in the rate of new and used vehicle price increases as auto production recovers from the semiconductor shortage, but it is unclear whether prices will decline fully to pre-COVID-19 pandemic levels.

Over the long term, intense competition and excess capacity are likely to put downward pressure on inflation-adjusted prices for similarly-contented vehicles and contribute to a challenging pricing environment for the automotive industry in most major markets.

*Electric Vehicle Market.* Although we continue to invest in our electric vehicle strategy, we have observed lower-than-anticipated industrywide electric vehicle adoption rates and near-term pricing pressures, which has led us and may in the future lead us to adjust our spending, production, and/or product launches to better match the pace of electric vehicle adoption.

As a result of the lower-than-anticipated adoption rates, near-term pricing pressures, and other factors, we recorded about $0.7 billion of charges in 2023 and may continue to incur charges, which could be substantial, related to payments to our electric vehicle-related suppliers (battery, raw material, or otherwise), inventory adjustments, or other matters.

See Item 1A.

Risk Factors for additional discussion of the risks related to lower-than-anticipated electric vehicle volumes and our planned transition to a greater mix of electric vehicles.

*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 elevated.

The net impact on us and our suppliers has been higher material costs overall.

To help ensure supply of raw materials for critical components (e.g., batteries), we, like others in the industry, have entered into multi-year sourcing agreements and may enter into additional agreements.

Similar dynamics are impacting energy markets, with Europe particularly exposed to the risk of both higher prices and constraints on supply of natural gas due to the ongoing conflict in Ukraine.

Such shortages may impact facilities operated by us or our suppliers, which could have an impact on us in Europe and other regions.

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

*Vehicle Profitability.* Our financial results depend on the profitability of the vehicles we sell, which may vary significantly by vehicle line.

In general, larger vehicles tend to command higher prices and be more profitable than smaller vehicles.

For example, in Ford Blue, our larger, more profitable vehicles had an average contribution margin that was 139% of our total average contribution margin across all vehicles, whereas our smaller vehicles had significantly lower contribution margins.

In addition, government regulations aimed at reducing emissions and increasing fuel efficiency (e.g., ZEV mandates and low emission zones), and other factors that accelerate the transition to electrified vehicles, may increase the cost of vehicles by more than the perceived benefit to consumers and dampen margins.

*Item 7.

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

*Trade Policy.* To the extent governments in various regions implement or intensify barriers to imports, such as erecting tariff or non-tariff barriers or manipulating their currency, and provide advantages 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 will continue to monitor and address the developing role that geopolitical, climate, and labor concerns are playing in trade relations.

*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 geopolitical volatility, 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.

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 its ability to source funding and offer financing at competitive rates, which could reduce its financing margin.

Revenue

Company excluding Ford Credit revenue is generated primarily by sales of vehicles, parts, accessories, and services from our Ford Blue, Ford Model e, and Ford Pro segments.

Exhibits and Financial Statement Schedules” and are set forth beginning on page [removed: [106](#ie50adb6d899d4f6ebcb5e73f7bd915e7_271)] [added: [105](#i96162517ffc0476786ba5f043a4bb2e7_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) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of December 31, [removed: 2022,] [added: 2023,] and each has concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by SEC rules and forms, and that such information is accumulated and communicated to the CEO and CFO to allow timely decisions regarding required disclosures.

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: 2022.][added: 2023.]

Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended December 31, 2023, no director or officer of the Company adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

None.

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: 2022,”] [added: 2023,”] “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: 2022,”] [added: 2023,”] “Outstanding Equity Awards at [removed: 2022] [added: 2023] Fiscal Year-End,” “Option Exercises and Stock Vested in [removed: 2022,”] [added: 2023,”] “Pension Benefits in [removed: 2022,”] [added: 2023,”] “Nonqualified Deferred Compensation in [removed: 2022,”] [added: 2023,”] “Potential Payments Upon Termination or Change-in-Control,” and “Pay Ratio.”

The following are contained in this [removed: 2022] [added: 2023] Form 10-K Report:

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020,] 2021, [added: 2022,] and [removed: 2022.][added: 2023.]

- Consolidated Income Statements for the years ended December 31, [removed: 2020,] 2021, [added: 2022,] and [removed: 2022.][added: 2023.]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020,] 2021, [added: 2022,] and [removed: 2022.][added: 2023.]

- Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2022.][added: 2023.]

- Consolidated Statements of Equity for the years ended December 31, [removed: 2020,] 2021, [added: 2022,] and [removed: 2022.][added: 2023.]

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](#ie50adb6d899d4f6ebcb5e73f7bd915e7_271)] [added: [105](#i96162517ffc0476786ba5f043a4bb2e7_271)] immediately following the signature pages of this Report.

| Schedule II | | | | | | Valuation and Qualifying Accounts for the years ended [removed: 2019, 2020,] [added: 2021, 2022,] and [removed: 2021] [added: 2023] | | |

Schedule II is filed as part of this Report and is set forth on page [removed: [179](#ie50adb6d899d4f6ebcb5e73f7bd915e7_382)] [added: [179](#i96162517ffc0476786ba5f043a4bb2e7_397)] immediately following the Notes to the Financial Statements referred to above.

| [Exhibit [removed: 4-B](https://www.sec.gov/Archives/edgar/data/37996/000003799623000012/f12312022exhibit4-b.htm)] [added: 4-B](https://www.sec.gov/Archives/edgar/data/37996/000003799624000009/f12312023exhibit4-b.htm)] | | | | | | Description of Securities. | | | | | | Filed with this Report. | | |

| [Exhibit [removed: 10-L](http://www.sec.gov/Archives/edgar/data/37996/000003799621000026/f03312021exhibit103.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799620000071/f09302020exhibit101.htm)[N](https://www.sec.gov/Archives/edgar/data/37996/000003799620000071/f09302020exhibit101.htm)] | | | | | | Agreement between Ford Motor Company and [removed: Jon M. Huntsman,] [added: James D. Farley,] Jr. dated [removed: April 12, 2021.] [added: August 3, 2020.] (b) | | | | | | Filed as Exhibit [removed: 10.3] [added: 10.1] to our Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2021.] [added: September 30, 2020.] (a) | | |

| [Exhibit [removed: 10-M](http://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f12312021exhibit10-m.htm)] [added: 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f123121exhibit10-n.htm)[M](http://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f123121exhibit10-n.htm)] | | | | | | Offer Letter to [removed: Michael Amend] [added: Doug Field] dated August [removed: 16,] [added: 26,] 2021. (b) | | | | | | Filed as Exhibit [removed: 10-M] [added: 10-N] to our Annual Report on Form 10-K for the year ended December 31, 2021. (a) | | |

| [Exhibit [removed: 10-N](http://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f123121exhibit10-n.htm)] [added: 10-T](http://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f12312021exhibit10-v.htm)] | | | | | | [removed: Offer Letter to Doug Field dated August 26, 2021.] [added: Description of Company Practices regarding Club Memberships for Executives.] (b) | | | | | | Filed as Exhibit [removed: 10-N] [added: 10-V] to our Annual Report on Form 10-K for the year ended December 31, 2021. (a) | | |

| [Exhibit [removed: 10-O](https://www.sec.gov/Archives/edgar/data/37996/000003799620000071/f09302020exhibit101.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799623000029/f03312023exhibit101.htm)[Q](https://www.sec.gov/Archives/edgar/data/37996/000003799623000029/f03312023exhibit101.htm)[\-2](https://www.sec.gov/Archives/edgar/data/37996/000003799623000029/f03312023exhibit101.htm)] | | | | | | [removed: Agreement between Ford Motor Company and James D. Farley, Jr. dated August 3, 2020.] [added: Annual Performance Bonus Plan Metrics for 2023.] (b) | | | | | | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended [removed: September 30, 2020.] [added: March 31, 2023.] (a) | | |

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

| [Exhibit [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10m.htm)] [added: 10-](http://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10m.htm)[P](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-Q-1](http://www.sec.gov/Archives/edgar/data/37996/000115752310001218/a6182308ex10m1.htm)] [added: 10-](http://www.sec.gov/Archives/edgar/data/37996/000115752310001218/a6182308ex10m1.htm)[P](http://www.sec.gov/Archives/edgar/data/37996/000115752310001218/a6182308ex10m1.htm)[\-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/37996/000003799623000012/f12312022exhibit10-r.htm)] [added: 21](https://www.sec.gov/Archives/edgar/data/37996/000003799624000009/f12312023exhibit21.htm)] | | | | | | [removed: Annual Incentive Compensation Plan, as amended and restated effective] [added: List of Subsidiaries of Ford] as of January [removed: 1, 2023. (b)] [added: 31, 2024.] | | | | | | Filed with this Report. | | |

| [Exhibit [removed: 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)] [added: 10-](http://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit101.htm)[Q](http://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit101.htm)[\-1](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: 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)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit102.htm)[Q](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit102.htm)[\-5](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit102.htm)] | | | | | | [removed: Annual Incentive Compensation Plan] [added: Performance-Based Restricted Stock Unit] Metrics for 2022. (b) | | | | | | Filed as Exhibit [removed: 10.1] [added: 10.2] to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. (a) | | |

| [Exhibit [removed: 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)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799620000041/f03312020exhibit102.htm)[Q](https://www.sec.gov/Archives/edgar/data/37996/000003799620000041/f03312020exhibit102.htm)[\-3](https://www.sec.gov/Archives/edgar/data/37996/000003799620000041/f03312020exhibit102.htm)] | | | | | | Performance-Based Restricted Stock Unit Metrics for [removed: 2019.] [added: 2020.] (b) | | | | | | Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2019.] [added: 2020.] (a) | | |

| [Exhibit [removed: 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)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799621000026/f03312021exhibit102.htm)[Q](https://www.sec.gov/Archives/edgar/data/37996/000003799621000026/f03312021exhibit102.htm)[\-4](https://www.sec.gov/Archives/edgar/data/37996/000003799621000026/f03312021exhibit102.htm)] | | | | | | Performance-Based Restricted Stock Unit Metrics for [removed: 2020.] [added: 2021.] (b) | | | | | | Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020.] [added: 2021.] (a) | | |

| [Exhibit [removed: 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)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799623000029/f03312023exhibit101.htm)[Q](https://www.sec.gov/Archives/edgar/data/37996/000003799623000029/f03312023exhibit101.htm)[\-6](https://www.sec.gov/Archives/edgar/data/37996/000003799623000029/f03312023exhibit101.htm)] | | | | | | Performance-Based Restricted Stock Unit Metrics for [removed: 2021.] [added: 2023.] (b) | | | | | | Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2021.] [added: 2023.] (a) | | |

| [Exhibit [removed: 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)] [added: 10-S-10](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit1011.htm)] | | | | | | [removed: Performance-Based] [added: Form of 2023 Long-Term Incentive Plan] Restricted Stock Unit [removed: Metrics for 2022.] [added: Agreement.] (b) | | | | | | Filed as Exhibit [removed: 10.2] [added: 10.11] to our Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2022.] [added: June 30, 2023.] (a) | | |

| [Exhibit [removed: 10-S](http://www.sec.gov/Archives/edgar/data/37996/000110465918047243/a18-17327_1ex4d1.htm)] [added: 10-](http://www.sec.gov/Archives/edgar/data/37996/000110465918047243/a18-17327_1ex4d1.htm)[R](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-S-1](https://www.sec.gov/Archives/edgar/data/37996/000003799620000071/f09302020exhibit104.htm)] [added: 10-S-1](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit102.htm)] | | | | | | Form of Stock Option Terms and Conditions for [added: 2023] Long-Term Incentive Plan. (b) | | | | | | Filed as Exhibit [removed: 10.4] [added: 10.2] to our Quarterly Report on Form 10-Q for the quarter ended [removed: September] [added: June] 30, [removed: 2020.] [added: 2023.] (a) | | |

| [Exhibit [removed: 10-S-2](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px3.htm)] [added: 10-S-2](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit103.htm)] | | | | | | Form of Stock Option Agreement for [added: 2023] Long-Term Incentive Plan. (b) | | | | | | Filed as Exhibit [removed: 10-P-3] [added: 10.3] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2017.] [added: June 30, 2023.] (a) | | |

| [Exhibit [removed: 10-S-3](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px4.htm)] [added: 10-S-3](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit104.htm)] | | | | | | Form of Stock Option Agreement (ISO) for [added: 2023] Long-Term Incentive Plan. (b) | | | | | | Filed as Exhibit [removed: 10-P-4] [added: 10.4] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2017.] [added: June 30, 2023.] (a) | | |

| [Exhibit [removed: 10-S-4](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px5.htm)] [added: 10-S-4](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit105.htm)] | | | | | | Form of Stock Option Agreement (U.K. NQO) for [added: 2023] Long-Term Incentive Plan. (b) | | | | | | Filed as Exhibit [removed: 10-P-5] [added: 10.5] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2017.] [added: June 30, 2023.] (a) | | |

| [Exhibit [removed: 10-S-5](http://www.sec.gov/Archives/edgar/data/37996/000003799621000012/f12312020exhibit10-rx5.htm)] [added: 10-S-5](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit106.htm)] | | | | | | Form of Stock Option (U.K.) Terms and Conditions for [added: 2023] Long-Term Incentive Plan. (b) | | | | | | Filed as Exhibit [removed: 10-R-5] [added: 10.6] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2020.] [added: June 30, 2023.] (a) | | |

| [Exhibit [removed: 10-S-6](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px7.htm)] [added: 10-S-6](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit107.htm)] | | | | | | Form of Restricted Stock Grant [removed: Letter.] [added: Letter for 2023 Long-Term Incentive Plan.] (b) | | | | | | Filed as Exhibit [removed: 10-P-7] [added: 10.7] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2017.] [added: June 30, 2023.] (a) | | |

| [Exhibit [removed: 10-S-7](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px8.htm)] [added: 10-S-7](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit108.htm)] | | | | | | Form of Final Award Notification Letter for [removed: Performance-Based Restricted] [added: Performance] Stock Units. (b) | | | | | | Filed as Exhibit [removed: 10-P-8] [added: 10.8] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2017.] [added: June 30, 2023.] (a) | | |

| [Exhibit [removed: 10-S-8](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px9.htm)] [added: 10-S-8](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit109.htm)] | | | | | | Form of Annual Equity Grant Letter [added: for 2023 Long-Term Incentive Plan] V.1. (b) | | | | | | Filed as Exhibit [removed: 10-P-9] [added: 10.9] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2017.] [added: June 30, 2023.] (a) | | |

| [Exhibit [removed: 10-S-9](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px10.htm)] [added: 10-S-9](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit1010.htm)] | | | | | | Form of Annual Equity Grant Letter [added: for 2023 Long-Term Incentive Plan] V.2. (b) | | | | | | Filed as Exhibit [removed: 10-P-10] [added: 10.10] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2017.] [added: June 30, 2023.] (a) | | |

| [Exhibit [removed: 10-S-10](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px11.htm)] [added: 10-S-11](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit1012.htm)] | | | | | | Form of [added: 2023] Long-Term Incentive Plan Restricted Stock Unit [removed: Agreement.] [added: Terms and Conditions.] (b) | | | | | | Filed as Exhibit [removed: 10-P-11] [added: 10.12] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2017.] [added: June 30, 2023.] (a) | | |

| [Exhibit [removed: 10-S-11](http://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f12312021exhibit10-sx11.htm)] [added: 10-S-12](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit1013.htm)] | | | | | | Form of [added: Final Award Agreement for Performance Stock Units under 2023] Long-Term Incentive [removed: Plan Retention Restricted Stock Unit Agreement] [added: Plan.] (b) | | | | | | Filed as Exhibit [removed: 10-S-11] [added: 10.13] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2021.] [added: June 30, 2023.] (a) | | |

| [Exhibit [removed: 10-S-12](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px12.htm)] [added: 10-S-13](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit1014.htm)] | | | | | | [removed: Long-Term Incentive Plan Restricted Stock Unit] [added: Form of Final Award] Terms and [removed: Conditions.] [added: Conditions for Performance Stock Units under 2023 Long-Term Incentive Plan.] (b) | | | | | | Filed as Exhibit [removed: 10-P-12] [added: 10.14] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2017.] [added: June 30, 2023.] (a) | | |

| [Exhibit [removed: 10-S-13](http://www.sec.gov/Archives/edgar/data/37996/000003799618000015/f12312017exhibit10-px13.htm)] [added: 10-S-14](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit1015.htm)] | | | | | | Form of [removed: Final Award Agreement] [added: Notification Letter] for [removed: Performance-Based] [added: Time-Based] Restricted Stock Units under [added: 2023] Long-Term Incentive Plan. (b) | | | | | | Filed as Exhibit [removed: 10-P-13] [added: 10.15] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2017.] [added: June 30, 2023.] (a) | | |

| [Exhibit [removed: 10-](http://www.sec.gov/Archives/edgar/data/37996/000114036109027491/ex99_2.htm)[U](http://www.sec.gov/Archives/edgar/data/37996/000114036109027491/ex99_2.htm)] [added: 10-U](http://www.sec.gov/Archives/edgar/data/37996/000114036109027491/ex99_2.htm)] | | | | | | Amended and Restated Credit Agreement dated as of November 24, 2009. | | | | | | Filed as Exhibit 99.2 to our Current Report on Form 8-K filed November 25, 2009. (a) | | |