Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
KEY TRENDS AND ECONOMIC FACTORS AFFECTING FORD AND THE AUTOMOTIVE INDUSTRY
The following supplements the key trends and economic factors discussed on pages 34 and 35 of our 2021 Form 10‑K:
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. Recent outbreaks in certain regions, including China where lock-downs due to COVID-19 have been imposed in more than 40 cities, 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 the semiconductor shortage. Further, actions taken by Russia in Ukraine could 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 54.
Commodities. Prices for commodities remain volatile, and recently we have experienced price increases for base metals (e.g., steel and aluminum), precious metals (e.g., palladium), and raw materials that are used in batteries for electric vehicles (e.g., lithium, cobalt, and nickel for batteries). Global demand and differences in output across sectors due to the COVID-19 pandemic have generated divergence in price movements across different commodities. The net impact on us overall has been higher material costs. To help ensure supply of raw materials for critical components (e.g., batteries), we, like others in the industry, plan to enter into multi-year sourcing agreements. For additional information on commodity costs, see the Outlook section on page 54.
Inflation. Despite recent increases, interest rates, notably mature market government bond yields, remain low by historical standards. At the same time, inflation has accelerated and government deficits and debt remain at high levels in many major markets. In the United States, inflation rose 8.5% annually in March 2022 to a 40-year high as Russia’s invasion of Ukraine drove up energy costs as well as other costs, such as freight premiums. We are seeing a near-term impact on our business due to inflationary pressure. 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 during our plan period.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
RESULTS OF OPERATIONS
In the first quarter of 2022, the net loss attributable to Ford Motor Company was $3,110 million, and Company adjusted EBIT was $2,326 million.
Net income/(loss) includes certain items (“special items”) that are excluded from Company adjusted EBIT. These items are discussed in more detail in Note 21 of the Notes to the Financial Statements. We report special items separately to allow investors analyzing our results to identify certain items that they may wish to exclude when considering the trend of ongoing operating results. Our pre-tax and tax special items were as follows (in millions):
| First Quarter | |||||||||||||||||||||||
| 2021 | 2022 | ||||||||||||||||||||||
| Global Redesign | |||||||||||||||||||||||
| Europe | $ | (94) | $ | (22) | |||||||||||||||||||
| India | — | (28) | |||||||||||||||||||||
| South America | (322) | (27) | |||||||||||||||||||||
| Separations and Other (not included above) | — | 19 | |||||||||||||||||||||
| Subtotal Global Redesign | $ | (416) | $ | (58) | |||||||||||||||||||
| Other Items | |||||||||||||||||||||||
| Mark-to-market gain/(loss) on Rivian investment | $ | 902 | $ | (5,449) | |||||||||||||||||||
| Ford Credit – Brazil restructuring (see Note 16) | — | (119) | |||||||||||||||||||||
| Russia suspension of operations/asset write-off | — | (138) | |||||||||||||||||||||
| Patent matters related to prior calendar years | — | (135) | |||||||||||||||||||||
| Other | (5) | 33 | |||||||||||||||||||||
| Subtotal Other Items | $ | 897 | $ | (5,808) | |||||||||||||||||||
| Pension and OPEB Gain/(Loss) | |||||||||||||||||||||||
| Pension and OPEB remeasurement | $ | 61 | $ | — | |||||||||||||||||||
| Pension settlements and curtailments | (39) | — | |||||||||||||||||||||
| Subtotal Pension and OPEB Gain/(Loss) | $ | 22 | $ | — | |||||||||||||||||||
| Total EBIT Special Items | $ | 503 | $ | (5,866) | |||||||||||||||||||
| Cash effect of Global Redesign (incl. separations) | $ | (345) | $ | (148) | |||||||||||||||||||
| Provision for/(Benefit from) tax special items (a) | $ | 58 | $ | (1,192) |
(a)Includes related tax effect on special items and tax special items.
We recorded $5.9 billion of pre-tax special item charges in the first quarter of 2022, driven primarily by a mark-to-market loss on our Rivian investment.
In Note 21 of the Notes to the Financial Statements, special items are reflected as a separate reconciling item, as opposed to being allocated among the Automotive, Mobility, and Ford Credit segments. This reflects the fact that management excludes these items from its review of operating segment results for purposes of measuring segment profitability and allocating resources.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
COMPANY KEY METRICS
The table below shows our first quarter 2022 key metrics for the Company, compared to a year ago.
| First Quarter | |||||||||||||||||||||||||||||||||||
| 2021 | 2022 | H / (L) | |||||||||||||||||||||||||||||||||
| GAAP Financial Measures | |||||||||||||||||||||||||||||||||||
| Cash Flows from Operating Activities ($B) | $ | 4.5 | $ | (1.1) | $ | (5.6) | |||||||||||||||||||||||||||||
| Revenue ($M) | 36,228 | 34,476 | (5) | % | |||||||||||||||||||||||||||||||
| Net Income/(Loss) ($M) | 3,262 | (3,110) | $ | (6,372) | |||||||||||||||||||||||||||||||
| Net Income/(Loss) Margin (%) | 9.0 | % | (9.0) | % | (18.0) ppts | ||||||||||||||||||||||||||||||
| EPS (Diluted) | $ | 0.81 | $ | (0.78) | $ | (1.59) | |||||||||||||||||||||||||||||
| Non-GAAP Financial Measures (a) | |||||||||||||||||||||||||||||||||||
| Company Adj. Free Cash Flow ($B) | $ | (0.4) | $ | (0.6) | $ | (0.2) | |||||||||||||||||||||||||||||
| Company Adj. EBIT ($M) | 3,912 | 2,326 | (1,586) | ||||||||||||||||||||||||||||||||
| Company Adj. EBIT Margin (%) | 10.8 | % | 6.7 | % | (4.1) ppts | ||||||||||||||||||||||||||||||
| Adjusted EPS (Diluted) | $ | 0.70 | $ | 0.38 | $ | (0.32) | |||||||||||||||||||||||||||||
| Adjusted ROIC (Trailing Four Quarters) | 6.6 | % | 7.8 | % | 1.2 ppts |
(a)See Non-GAAP Financial Measure Reconciliations section for reconciliation to GAAP.
In the first quarter of 2022, our diluted earnings per share of Common and Class B Stock was a loss of $0.78 and our diluted adjusted earnings per share was $0.38.
Net income/(loss) margin was negative 9.0% in the first quarter of 2022, down 18.0 percentage points from a year ago. Company adjusted EBIT margin was 6.7% in the first quarter of 2022, down 4.1 percentage points from a year ago.
The year-over-year decrease of $6.4 billion in net income/(loss) in the first quarter of 2022 includes the effect of special items, including a mark-to-market loss on our Rivian investment, as well as lower Automotive EBIT. The year-over-year decrease of $1.6 billion in Company adjusted EBIT was driven by lower Automotive EBIT.
The table below shows our first quarter 2022 net income/(loss) attributable to Ford and Company adjusted EBIT by segment.
| First Quarter | ||||||||||||||||||||||||||||||||||||||
| 2021 | 2022 | H / (L) | ||||||||||||||||||||||||||||||||||||
| Automotive | $ | 3,397 | $ | 1,891 | $ | (1,506) | ||||||||||||||||||||||||||||||||
| Mobility | (207) | (242) | (35) | |||||||||||||||||||||||||||||||||||
| Ford Credit | 962 | 928 | (34) | |||||||||||||||||||||||||||||||||||
| Corporate Other | (240) | (251) | (11) | |||||||||||||||||||||||||||||||||||
| Company Adjusted EBIT (a) | 3,912 | 2,326 | (1,586) | |||||||||||||||||||||||||||||||||||
| Interest on Debt | (473) | (308) | (165) | |||||||||||||||||||||||||||||||||||
| Special Items | 503 | (5,866) | 6,369 | |||||||||||||||||||||||||||||||||||
| Taxes / Noncontrolling Interests | (680) | 738 | (1,418) | |||||||||||||||||||||||||||||||||||
| Net Income/(Loss) | $ | 3,262 | $ | (3,110) | $ | (6,372) |
(a)See Non-GAAP Financial Measure Reconciliations section for reconciliation to GAAP.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Automotive Segment
The table below shows our first quarter 2022 Automotive segment EBIT by business unit (in millions).
| First Quarter | ||||||||||||||||||||||||||||||||||||||
| 2021 | 2022 | H / (L) | ||||||||||||||||||||||||||||||||||||
| North America | $ | 2,943 | $ | 1,591 | $ | (1,352) | ||||||||||||||||||||||||||||||||
| South America | (73) | 50 | 123 | |||||||||||||||||||||||||||||||||||
| Europe | 341 | 207 | (134) | |||||||||||||||||||||||||||||||||||
| China (including Taiwan) | (15) | (53) | (38) | |||||||||||||||||||||||||||||||||||
| International Markets Group | 201 | 96 | (105) | |||||||||||||||||||||||||||||||||||
| Automotive Segment | $ | 3,397 | $ | 1,891 | $ | (1,506) |
The tables below and on the following pages provide first quarter 2022 key metrics and the change in first quarter 2022 EBIT compared with first quarter 2021 by causal factor for our Automotive segment and its regional business units: North America, South America, Europe, China (including Taiwan), and the International Markets Group. For a description of these causal factors, see Definitions and Information Regarding Automotive Causal Factors.
| First Quarter | |||||||||||||||||||||||||||||||||||
| Key Metrics | 2021 | 2022 | H / (L) | ||||||||||||||||||||||||||||||||
| Market Share (%) | 5.3 | % | 4.8 | % | (0.6) ppts | ||||||||||||||||||||||||||||||
| Wholesale Units (000) | 1,062 | 966 | (96) | ||||||||||||||||||||||||||||||||
| Revenue ($M) | $ | 33,554 | $ | 32,111 | $ | (1,443) | |||||||||||||||||||||||||||||
| EBIT ($M) | 3,397 | 1,891 | (1,506) | ||||||||||||||||||||||||||||||||
| EBIT Margin (%) | 10.1 | % | 5.9 | % | (4.2) ppts |
| Change in EBIT by Causal Factor (in millions) | ||||||||
| First Quarter 2021 EBIT | $ | 3,397 | ||||||
| Volume / Mix | (1,096) | |||||||
| Net Pricing | 1,693 | |||||||
| Cost | (1,868) | |||||||
| Exchange | (25) | |||||||
| Other | (210) | |||||||
| First Quarter 2022 EBIT | $ | 1,891 |
In the first quarter of 2022, wholesales decreased 9% from a year ago, primarily reflecting the impact of supply constraints on production, including semiconductors. First quarter 2022 revenue decreased 4%, driven by lower wholesales, weaker currencies, and unfavorable mix, partially offset by higher net pricing.
Our first quarter 2022 Automotive segment EBIT was $1.9 billion, a decrease of $1.5 billion from a year ago, and our first quarter 2022 Automotive EBIT margin was 5.9%. The lower EBIT was driven by inflationary increases on commodity and freight costs, higher warranty expense, unfavorable mix due to supplier constraints on full size pick-up trucks and large SUVs in North America, and lower wholesales. Higher net pricing was a partial offset.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
North America
| First Quarter | |||||||||||||||||||||||||||||||||||
| Key Metrics | 2021 | 2022 | H / (L) | ||||||||||||||||||||||||||||||||
| Market Share (%) | 12.5 | % | 12.0 | % | (0.5) ppts | ||||||||||||||||||||||||||||||
| Wholesale Units (000) | 533 | 514 | (20) | ||||||||||||||||||||||||||||||||
| Revenue ($M) | $ | 22,993 | $ | 22,318 | $ | (675) | |||||||||||||||||||||||||||||
| EBIT ($M) | 2,943 | 1,591 | (1,352) | ||||||||||||||||||||||||||||||||
| EBIT Margin (%) | 12.8 | % | 7.1 | % | (5.7) ppts |
| Change in EBIT by Causal Factor (in millions) | ||||||||
| First Quarter 2021 EBIT | $ | 2,943 | ||||||
| Volume / Mix | (883) | |||||||
| Net Pricing | 1,098 | |||||||
| Cost | (1,356) | |||||||
| Exchange | (16) | |||||||
| Other | (195) | |||||||
| First Quarter 2022 EBIT | $ | 1,591 |
In North America, first quarter 2022 wholesales decreased 4% from a year ago, primarily reflecting the impact of supply constraints on production, including semiconductors. First quarter 2022 revenue decreased 3%, driven by lower wholesales and unfavorable mix, partially offset by higher net pricing.
North America’s first quarter 2022 EBIT decreased $1.4 billion from a year ago with an EBIT margin of 7.1%. The lower EBIT was driven by inflationary increases on commodity and freight costs, higher warranty expense, unfavorable mix (due to supplier constraints on full size pick-up trucks and large SUVs), and lower wholesales. Higher net pricing was a partial offset.
South America
| First Quarter | |||||||||||||||||||||||||||||||||||
| Key Metrics | 2021 | 2022 | H / (L) | ||||||||||||||||||||||||||||||||
| Market Share (%) | 3.6 | % | 2.2 | % | (1.4) ppts | ||||||||||||||||||||||||||||||
| Wholesale Units (000) | 18 | 15 | (2) | ||||||||||||||||||||||||||||||||
| Revenue ($M) | $ | 436 | $ | 579 | $ | 143 | |||||||||||||||||||||||||||||
| EBIT ($M) | (73) | 50 | 123 | ||||||||||||||||||||||||||||||||
| EBIT Margin (%) | (16.7) | % | 8.7 | % | 25.4 ppts |
| Change in EBIT by Causal Factor (in millions) | ||||||||
| First Quarter 2021 EBIT | $ | (73) | ||||||
| Volume / Mix | (3) | |||||||
| Net Pricing | 180 | |||||||
| Cost | (63) | |||||||
| Exchange | (18) | |||||||
| Other | 27 | |||||||
| First Quarter 2022 EBIT | $ | 50 |
In South America, first quarter 2022 wholesales decreased 14% from a year ago, primarily reflecting the impact of supply constraints on production, including semiconductors. First quarter 2022 revenue increased 33%, driven by higher net pricing and favorable mix, partially offset by lower wholesales and weaker currencies.
South America’s first quarter 2022 EBIT improved $123 million from a year ago with an EBIT margin of 8.7%. The EBIT improvement was driven by higher net pricing and structural cost reductions, partially offset by higher material costs, inflationary increases on commodity and freight costs, and weaker currencies.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Europe
| First Quarter | |||||||||||||||||||||||||||||||||||
| Key Metrics | 2021 | 2022 | H / (L) | ||||||||||||||||||||||||||||||||
| Market Share (%) | 7.2 | % | 6.6 | % | (0.5) ppts | ||||||||||||||||||||||||||||||
| Wholesale Units (000) (a) | 278 | 254 | (24) | ||||||||||||||||||||||||||||||||
| Revenue ($M) | $ | 7,050 | $ | 6,910 | $ | (140) | |||||||||||||||||||||||||||||
| EBIT ($M) | 341 | 207 | (134) | ||||||||||||||||||||||||||||||||
| EBIT Margin (%) | 4.8 | % | 3.0 | % | (1.8) ppts |
(a)Includes Ford brand vehicles produced and sold by our unconsolidated affiliate in Turkey (about 17,000 units in Q1 2021 and 13,000 units in Q1 2022). Revenue does not include these sales.
| Change in EBIT by Causal Factor (in millions) | ||||||||
| First Quarter 2021 EBIT | $ | 341 | ||||||
| Volume / Mix | (59) | |||||||
| Net Pricing | 345 | |||||||
| Cost | (456) | |||||||
| Exchange | 28 | |||||||
| Other | 8 | |||||||
| First Quarter 2022 EBIT | $ | 207 |
In Europe, first quarter 2022 wholesales decreased 9% from a year ago, primarily reflecting the impact of supply constraints on production, including semiconductors. First quarter 2022 revenue decreased 2%, driven by weaker currencies and lower wholesales, partially offset by higher net pricing and favorable mix.
Europe’s first quarter 2022 EBIT decreased $134 million from a year ago with an EBIT margin of 3.0%. The lower EBIT was driven by inflationary increases on commodity costs, higher structural costs, and lower wholesales. Higher net pricing and favorable mix were partial offsets.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
China (Including Taiwan)
| First Quarter | |||||||||||||||||||||||||||||||||||
| Key Metrics | 2021 | 2022 | H / (L) | ||||||||||||||||||||||||||||||||
| Market Share (%) | 2.3 | % | 2.2 | % | (0.1) ppts | ||||||||||||||||||||||||||||||
| Wholesale Units (000) (a) | 150 | 128 | (23) | ||||||||||||||||||||||||||||||||
| Revenue ($M) | $ | 825 | $ | 561 | $ | (264) | |||||||||||||||||||||||||||||
| EBIT ($M) | (15) | (53) | (38) | ||||||||||||||||||||||||||||||||
| EBIT Margin (%) | (1.8) | % | (9.4) | % | (7.6) ppts | ||||||||||||||||||||||||||||||
| China Unconsolidated Affiliates | |||||||||||||||||||||||||||||||||||
| Wholesales (000) (b) | 140 | 125 | (15) | ||||||||||||||||||||||||||||||||
| Ford Equity Income/(Loss) ($M) | $ | 49 | $ | 40 | $ | (9) |
(a)Includes vehicles produced and sold by our unconsolidated affiliates. Revenue does not include these sales.
(b)Includes Ford and Lincoln brand and JMC brand vehicles produced and sold in China. First quarter 2022 also includes Ford brand vehicles produced in Taiwan by Lio Ho Group.
| Change in EBIT by Causal Factor (in millions) | ||||||||
| First Quarter 2021 EBIT | $ | (15) | ||||||
| Volume / Mix | (81) | |||||||
| Net Pricing | 8 | |||||||
| Cost | 20 | |||||||
| Exchange | 2 | |||||||
| Other (Including Joint Ventures) | 13 | |||||||
| First Quarter 2022 EBIT | $ | (53) |
In China, first quarter 2022 wholesales decreased 15% from a year ago, driven by weaker industry, a plant changeover, and supply constraints on production, including semiconductors. First quarter 2022 revenue at our consolidated operations decreased 32%, driven by lower wholesales, partially offset by higher net pricing and favorable mix.
China’s first quarter 2022 EBIT loss increased $38 million from a year ago with an EBIT margin of negative 9.4%. The higher EBIT loss reflects lower volume, partially offset by higher royalties from our joint ventures, lower total costs, higher net pricing, and favorable mix.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
International Markets Group
| First Quarter | |||||||||||||||||||||||||||||||||||
| Key Metrics | 2021 | 2022 | H / (L) | ||||||||||||||||||||||||||||||||
| Market Share (%) | 1.7 | % | 1.2 | % | (0.5) ppts | ||||||||||||||||||||||||||||||
| Wholesale Units (000) (a) | 82 | 55 | (27) | ||||||||||||||||||||||||||||||||
| Revenue ($M) | $ | 2,250 | $ | 1,743 | $ | (507) | |||||||||||||||||||||||||||||
| EBIT ($M) | 201 | 96 | (105) | ||||||||||||||||||||||||||||||||
| EBIT Margin (%) | 8.9 | % | 5.5 | % | (3.4) ppts |
(a)Includes Ford brand vehicles produced and sold by our unconsolidated affiliate in Russia (about 3,000 units in both Q1 2021 and Q1 2022). Revenue does not include these sales.
| Change in EBIT by Causal Factor (in millions) | ||||||||
| First Quarter 2021 EBIT | $ | 201 | ||||||
| Volume / Mix | (71) | |||||||
| Net Pricing | 63 | |||||||
| Cost | (14) | |||||||
| Exchange | (22) | |||||||
| Other | (61) | |||||||
| First Quarter 2022 EBIT | $ | 96 |
In our International Markets Group, first quarter 2022 wholesales decreased 33% from a year ago, primarily reflecting our India restructuring and the impact of supply constraints on production, including semiconductors. First quarter 2022 revenue decreased 23%, driven by lower wholesales and weaker currencies, partially offset by higher net pricing.
Our International Markets Group’s first quarter 2022 EBIT was $105 million lower than a year ago with an EBIT margin of 5.5%. The lower EBIT was driven by lower wholesales, inflationary increases on commodity costs, lower joint venture profits due to the suspension of operations in Russia, and weaker currencies. Higher net pricing and lower warranty expense were partial offsets.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Definitions and Information Regarding Automotive Causal Factors
In general, we measure year-over-year change in Automotive segment EBIT using the causal factors listed below, with net pricing and cost variances calculated at present-period volume and mix and exchange:
*•*Market Factors (exclude the impact of unconsolidated affiliate wholesale units):
*◦*Volume and Mix – primarily measures EBIT variance from changes in wholesale unit volumes (at prior-year average contribution margin per unit) driven by changes in industry volume, market share, and dealer stocks, as well as the EBIT variance resulting from changes in product mix, including mix among vehicle lines and mix of trim levels and options within a vehicle line
*◦*Net Pricing – primarily measures EBIT variance driven by changes in wholesale unit prices to dealers and marketing incentive programs such as rebate programs, low-rate financing offers, special lease offers, and stock adjustments on dealer inventory
- Cost:
*◦*Contribution Costs – primarily measures EBIT variance driven by per-unit changes in cost categories that typically vary with volume, such as material costs (including commodity and component costs), warranty expense, and freight and duty costs
*◦*Structural Costs – primarily measures EBIT variance driven by absolute change in cost categories that typically do not have a directly proportionate relationship to production volume. Structural costs include the following cost categories:
*▪*Manufacturing, Including Volume-Related – consists primarily of costs for hourly and salaried manufacturing personnel, plant overhead (such as utilities and taxes), and new product launch expense. These costs could be affected by volume for operating pattern actions such as overtime, line-speed, and shift schedules
*▪*Engineering and Connectivity – consists primarily of costs for vehicle and software engineering personnel, prototype materials, testing, and outside engineering and software services
*▪*Spending-Related – consists primarily of depreciation and amortization of our manufacturing and engineering assets, but also includes asset retirements and operating leases
*▪*Advertising and Sales Promotions – includes costs for advertising, marketing programs, brand promotions, customer mailings and promotional events, and auto shows
*▪*Administrative, Information Technology, and Selling – includes primarily costs for salaried personnel and purchased services related to our staff activities, information technology, and selling functions
*▪*Pension and OPEB – consists primarily of past service pension costs and other postretirement employee benefit costs
*•*Exchange – primarily measures EBIT variance driven by one or more of the following: (i) transactions denominated in currencies other than the functional currencies of the relevant entities, (ii) effects of converting functional currency income to U.S. dollars, (iii) effects of remeasuring monetary assets and liabilities of the relevant entities in currencies other than their functional currency, or (iv) results of our foreign currency hedging
*•*Other – includes a variety of items, such as parts and services earnings, royalties, government incentives, and compensation-related changes
In addition, definitions and calculations used in this report include:
*•*Wholesales and Revenue – wholesale unit volumes include all Ford and Lincoln badged units (whether produced by Ford or by an unconsolidated affiliate) that are sold to dealerships, units manufactured by Ford that are sold to other manufacturers, units distributed by Ford for other manufacturers, and local brand units produced by our China joint venture, Jiangling Motors Corporation, Ltd. (“JMC”), that are sold to dealerships, 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
*•*Industry Volume and Market Share – based, in part, on estimated vehicle registrations; includes medium and heavy duty trucks
- SAAR – seasonally adjusted annual rate
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Mobility Segment
The Mobility segment primarily includes development costs for Ford’s autonomous vehicles and related businesses, Ford’s equity ownership in Argo AI (a developer of autonomous driving systems), and other mobility businesses and investments.
In our Mobility segment, our first quarter 2022 EBIT loss was $242 million, a $35 million higher loss than a year ago. The loss reflects our strategic investments as we continued to expand our capabilities in autonomous vehicles and support our mobility initiatives.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Ford Credit Segment
Ford Credit files periodic reports with the SEC that contain additional information regarding Ford Credit. The reports are available through Ford Credit’s website located at www.fordcredit.com/investor-center and can also be found on the SEC’s website located at www.sec.gov. The foregoing information regarding Ford Credit’s website and its content is for convenience only and not deemed to be incorporated by reference into this Report nor filed with the SEC.
The tables below provide first quarter 2022 key metrics and the change in first quarter 2022 EBT compared with first quarter 2021 by causal factor for the Ford Credit segment. For a description of these causal factors, see Definitions and Information Regarding Ford Credit Causal Factors.
| First Quarter | |||||||||||||||||||||||||||||||||||
| Key Metrics | 2021 | 2022 | H / (L) | ||||||||||||||||||||||||||||||||
| Total Net Receivables ($B) | $ | 127 | $ | 117 | (8) | % | |||||||||||||||||||||||||||||
| Loss-to-Receivables (bps) (a) | 22 | 8 | (14) | ||||||||||||||||||||||||||||||||
| Auction Values (b) | $ | 22,955 | $ | 30,300 | 32 | % | |||||||||||||||||||||||||||||
| EBT ($M) | 962 | 928 | $ | (34) | |||||||||||||||||||||||||||||||
| ROE (%) | 22 | % | 22 | % | — ppts | ||||||||||||||||||||||||||||||
| Other Balance Sheet Metrics | |||||||||||||||||||||||||||||||||||
| Debt ($B) | $ | 127 | $ | 116 | (9) | % | |||||||||||||||||||||||||||||
| Net Liquidity ($B) | 34 | 28 | (16) | % | |||||||||||||||||||||||||||||||
| Financial Statement Leverage (to 1) | 8.3 | 9.5 | 1.2 |
(a)U.S. retail financing only.
(b)U.S. 36-month off-lease auction values at Q1 2022 mix.
| Change in EBT by Causal Factor (in millions) | ||||||||
| First Quarter 2021 EBT | $ | 962 | ||||||
| Volume / Mix | (78) | |||||||
| Financing Margin | (101) | |||||||
| Credit Loss | 24 | |||||||
| Lease Residual | (5) | |||||||
| Exchange | 11 | |||||||
| Other | 115 | |||||||
| First Quarter 2022 EBT | $ | 928 |
Ford Credit’s total net receivables were $10 billion lower than a year ago, primarily reflecting lower volume due to supply constraints. The loss-to-receivables (“LTR”) ratio remained at a low level in the first quarter of 2022, at eight basis points, 14 basis points lower than a year ago. U.S. auction values in the first quarter of 2022 were 32% higher than a year ago, reflecting continued strong demand for used vehicles.
Ford Credit’s first quarter 2022 EBT of $928 million was $34 million lower than a year ago, reflecting unfavorable net financing margin and lower volume due to supply constraints on new vehicle production, partially offset by positive market valuation adjustments to derivatives due to higher interest rates, which is included in Other.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Definitions and Information Regarding Ford Credit Causal Factors
In general, we measure year-over-year changes in Ford Credit’s EBT using the causal factors listed below:
*•*Volume and Mix:
◦Volume primarily measures changes in net financing margin driven by changes in average net receivables excluding the allowance for credit losses at prior period financing margin yield (defined below in financing margin) at prior period exchange rates. Volume changes are primarily driven by the volume of new and used vehicles sold and leased, the extent to which Ford Credit purchases retail financing and operating lease contracts, the extent to which Ford Credit provides wholesale financing, the sales price of the vehicles financed, the level of dealer inventories, Ford-sponsored special financing programs available exclusively through Ford Credit, and the availability of cost-effective funding
◦Mix primarily measures changes in net financing margin driven by period-over-period changes in the composition of Ford Credit’s average net receivables excluding the allowance for credit losses by product within each region
*•*Financing Margin:
◦Financing margin variance is the period-to-period change in financing margin yield multiplied by the present period average net receivables excluding the allowance for credit losses at prior period exchange rates. This calculation is performed at the product and country level and then aggregated. Financing margin yield equals revenue, less interest expense and scheduled depreciation for the period, divided by average net receivables excluding the allowance for credit losses for the same period
◦Financing margin changes are driven by changes in revenue and interest expense. Changes in revenue are primarily driven by the level of market interest rates, cost assumptions in pricing, mix of business, and competitive environment. Changes in interest expense are primarily driven by the level of market interest rates, borrowing spreads, and asset-liability management
*•*Credit Loss:
◦Credit loss is the change in the provision for credit losses at prior period exchange rates. For analysis purposes, management splits the provision for credit losses into net charge-offs and the change in the allowance for credit losses
◦Net charge-off changes are primarily driven by the number of repossessions, severity per repossession, and recoveries. Changes in the allowance for credit losses are primarily driven by changes in historical trends in credit losses and recoveries, changes in the composition and size of Ford Credit’s present portfolio, changes in trends in historical used vehicle values, and changes in forward looking macroeconomic conditions. For additional information, refer to the “Critical Accounting Estimates - Allowance for Credit Losses” section of Item 7 of Part II of our 2021 Form 10-K Report
*•*Lease Residual:
◦Lease residual measures changes to residual performance at prior period exchange rates. For analysis purposes, management splits residual performance primarily into residual gains and losses, and the change in accumulated supplemental depreciation
◦Residual gain and loss changes are primarily driven by the number of vehicles returned to Ford Credit and sold, and the difference between the auction value and the depreciated value (which includes both base and accumulated supplemental depreciation) of the vehicles sold. Changes in accumulated supplemental depreciation are primarily driven by changes in Ford Credit’s estimate of the expected auction value at the end of the lease term and changes in Ford Credit’s estimate of the number of vehicles that will be returned to it and sold. Accumulated depreciation reflects early termination losses on operating leases due to customer default events. For additional information, refer to the “Critical Accounting Estimates - Accumulated Depreciation on Vehicles Subject to Operating Leases” section of Item 7 of Part II of our 2021 Form 10-K Report
- Exchange:
◦Reflects changes in EBT driven by the effects of converting functional currency income to U.S. dollars
*•*Other:
◦Primarily includes operating expenses, other revenue, insurance expenses, and other income/(loss) at prior period exchange rates
◦Changes in operating expenses are primarily driven by salaried personnel costs, facilities costs, and costs associated with the origination and servicing of customer contracts
◦In general, other income/(loss) changes are primarily driven by changes in earnings related to market valuation adjustments to derivatives (primarily related to movements in interest rates) and other miscellaneous items
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
In addition, the following definitions and calculations apply to Ford Credit when used in this report:
-
Cash (as shown in the Funding Structure and Liquidity tables) – Cash, cash equivalents, and marketable securities, excluding amounts related to insurance activities
-
Debt (as shown in the Key Metrics and Leverage tables) – Debt on Ford Credit’s balance sheets. Includes debt issued in securitizations and payable only out of collections on the underlying securitized assets and related enhancements. Ford Credit holds the right to receive the excess cash flows not needed to pay the debt issued by, and other obligations of, the securitization entities that are parties to those securitization transactions
-
Earnings Before Taxes (“EBT”) – Reflects Ford Credit’s income before income taxes
-
Loss-to-Receivables (“LTR”) Ratio – LTR ratio is calculated using net charge-offs divided by average finance receivables, excluding unearned interest supplements and the allowance for credit losses
-
Return on Equity (“ROE”) (as shown in the Key Metrics table) – Reflects return on equity calculated by annualizing net income for the period and dividing by monthly average equity for the period
-
Securitization and Restricted Cash (as shown in the Liquidity table) – Securitization cash is held for the benefit of the securitization investors (for example, a reserve fund). Restricted cash primarily includes cash held to meet certain local governmental and regulatory reserve requirements and cash held under the terms of certain contractual agreements
-
Securitizations (as shown in the Public Term Funding Plan table) – Public securitization transactions, Rule 144A offerings sponsored by Ford Credit, and widely distributed offerings by Ford Credit Canada
-
Term Asset-Backed Securities (as shown in the Funding Structure table) – Obligations issued in securitization transactions that are payable only out of collections on the underlying securitized assets and related enhancements
-
Total Net Receivables (as shown in the Key Metrics table) – Includes finance receivables (retail financing and wholesale) sold for legal purposes and net investment in operating leases included in securitization transactions that do not satisfy the requirements for accounting sale treatment. These receivables and operating leases are reported on Ford Credit’s balance sheets and are available only for payment of the debt issued by, and other obligations of, the securitization entities that are parties to those securitization transactions; they are not available to pay the other obligations of Ford Credit or the claims of Ford Credit’s other creditors
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Corporate Other
Corporate Other primarily includes corporate governance expenses, interest income (excluding interest earned on our extended service contract portfolio that is included in our Automotive segment) and gains and losses from our cash, cash equivalents, and marketable securities (excluding gains and losses on investments in equity securities), and foreign exchange derivatives gains and losses associated with intercompany lending. Corporate governance expenses are primarily administrative, delivering benefit on behalf of the global enterprise, that are not allocated to operating segments. These include expenses related to setting and directing global policy, providing oversight and stewardship, and promoting the Company’s interests. In the first quarter of 2022, Corporate Other had a $251 million loss, compared with a $240 million loss a year ago.
Interest on Debt
Interest on Debt, which consists of interest expense on Company debt excluding Ford Credit, was $308 million in the first quarter of 2022, $165 million lower than a year ago, primarily explained by U.S. debt restructuring actions undertaken in the fourth quarter of 2021.
Taxes
Our Provision for/(Benefit from) income taxes for the first quarter 2022 was a $729 million benefit, resulting in an effective tax rate of 18.9%.
Our first quarter 2022 adjusted effective tax rate, which excludes special items, was 22.9%.
We regularly review our organizational structure and income tax elections for affiliates in non-U.S. and U.S. tax jurisdictions, which may result in changes in affiliates that are included in or excluded from our U.S. tax return. Any future changes to our structure, as well as any changes in income tax laws in the countries that we operate, could cause increases or decreases to our deferred tax balances and related valuation allowances.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2022, total balance sheet cash, cash equivalents, marketable securities, and restricted cash (including Ford Credit and entities held for sale) was $41.5 billion.
We consider our key balance sheet metrics to be: (i) Company cash, which includes cash equivalents, marketable securities, and restricted cash (including cash held for sale), excluding Ford Credit’s cash, cash equivalents, marketable securities, and restricted cash; and (ii) Company liquidity, which includes Company cash, less restricted cash, and total available committed credit lines, excluding Ford Credit’s total available committed credit lines.
Company excluding Ford Credit
| December 31, 2021 | March 31, 2022 | ||||||||||
| Balance Sheets ($B) | |||||||||||
| Company Cash | $ | 36.5 | $ | 28.8 | |||||||
| Liquidity | 52.4 | 44.6 | |||||||||
| Debt | (20.4) | (20.1) | |||||||||
| Cash Net of Debt | 16.1 | 8.7 | |||||||||
| Pension Funded Status ($B) (a) | |||||||||||
| Funded Plans | $ | 5.8 | $ | 6.0 | |||||||
| Unfunded Plans | (6.1) | (5.8) | |||||||||
| Total Global Pension | $ | (0.3) | $ | 0.2 | |||||||
| Total Funded Status OPEB | $ | (6.0) | $ | (6.0) |
(a)Balances at March 31, 2022 reflect net funded status at December 31, 2021, updated for service and interest cost, expected return on assets, separation expense, actual benefit payments, and cash contributions. The discount rate and rate of expected return assumptions are unchanged from year-end 2021.
Liquidity. One of our key priorities is to maintain a strong balance sheet, while at the same time having resources available to invest in and grow our business. At March 31, 2022, we had Company cash of $28.8 billion and liquidity of $44.6 billion (both of which include our Rivian marketable securities). Excluding the Rivian marketable securities, Company cash and liquidity at March 31, 2022 were $23.6 billion and $39.4 billion, respectively. As marketable securities increase or decrease in value, Company cash and liquidity will likewise increase or decrease. At March 31, 2022, about 91% of Company cash was held by consolidated entities domiciled in the United States.
To be prepared for an economic downturn, we target an ongoing Company cash balance at or above $20 billion plus significant additional liquidity above our Company cash target. We expect to have periods when we will be above or below this amount due to: (i) future cash flow expectations, such as for investments in future opportunities, capital investments, debt maturities, pension contributions, or restructuring requirements, (ii) short-term timing differences, and (iii) changes in the global economic environment.
Our Company cash investments (excluding the Rivian marketable securities) primarily include U.S. Department of Treasury obligations, federal agency securities, bank time deposits with investment-grade institutions, investment-grade corporate securities, investment-grade commercial paper, and debt obligations of a select group of non-U.S. governments, non-U.S. governmental agencies, and supranational institutions. The average maturity of these investments is approximately one year and adjusted based on market conditions and liquidity needs. We monitor our Company cash levels and average maturity on a daily basis.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Material Cash Requirements. Our material cash requirements include: (1) capital expenditures (for additional information, see the “Changes in Company Cash” section below) and other payments for engineering, software, product development, and implementation of our plans for battery electric vehicles; (2) the purchase of raw materials and components to support the manufacturing and sale of vehicles (including electric vehicles), parts, and accessories (for additional information, see the Aggregate Contractual Obligations table and the accompanying description of our “Purchase obligations” in the “Liquidity and Capital Resources - Company Excluding Ford Credit” section in Item 7 of our 2021 Form 10-K Report); (3) marketing incentive payments to dealers; (4) payments for warranty and field service actions (for additional information, see Note 20 of the Notes to the Financial Statements herein); (5) debt repayments (for additional information, see the Aggregate Contractual Obligations table in the “Liquidity and Capital Resources - Company Excluding Ford Credit” section in Item 7 and Note 19 of the Notes the Financial Statements in our 2021 Form 10-K Report); (6) discretionary and mandatory payments to our global pension plans (for additional information, see the Aggregate Contractual Obligations table in the “Liquidity and Capital Resources - Company Excluding Ford Credit” section in Item 7 of our 2021 Form 10-K Report, the “Changes in Company Cash” section below, and Note 13 of the Notes to the Financial Statements herein); (7) employee wages, benefits, and incentives; (8) operating lease payments (for additional information, see the Aggregate Contractual Obligations table in the “Liquidity and Capital Resources - Company Excluding Ford Credit” section in Item 7 and Note 18 of the Notes the Financial Statements in our 2021 Form 10-K Report); (9) cash effects related to the global redesign of our business (for additional information, see the “Changes in Company Cash” section below); and (10) strategic acquisitions and investments to grow our business, including electrification. In addition, subject to approval by our Board of Directors, shareholder distributions in the form of dividend payments and/or a share repurchase program may require the expenditure of a material amount of cash. Moreover, we may be subject to additional material cash requirements that are contingent upon the occurrence of certain events, e.g., legal contingencies, uncertain tax positions, and other matters.
We plan to utilize our liquidity (as described above) and our cash flows from business operations to fund our material cash requirements.
Changes in Company Cash. In managing our business, we classify changes in Company cash into operating and non-operating items. Operating items include: Company adjusted EBIT excluding Ford Credit EBT, capital spending, depreciation and tooling amortization, changes in working capital, Ford Credit distributions, interest on debt, cash taxes, and all other and timing differences (including timing differences between accrual-based EBIT and associated cash flows). Non-operating items include: global redesign (including separation payments), changes in Company debt excluding Ford Credit, contributions to funded pension plans, shareholder distributions, and other items (including gains and losses on investments in equity securities, acquisitions and divestitures, and other transactions with Ford Credit).
With respect to “Changes in working capital,” in general we carry relatively low Automotive segment trade receivables compared with our trade payables because the majority of our Automotive wholesales are financed (primarily by Ford Credit) immediately upon the sale of vehicles to dealers, which generally occurs shortly after being produced. In contrast, our Automotive trade payables are based primarily on industry-standard production supplier payment terms of about 45 days. As a result, our cash flow deteriorates if wholesale volumes (and the corresponding revenue) decrease while trade payables continue to become due. Conversely, our cash flow improves if wholesale volumes (and the corresponding revenue) increase while new trade payables are generally not due for about 45 days. For example, the suspension of production at most of our assembly plants and lower industry volumes due to COVID-19 in early 2020 resulted in an initial deterioration of our cash flow, while the subsequent resumption of manufacturing operations and return to pre-COVID-19 production levels at most of our assembly plants resulted in a subsequent improvement of our cash flow. Even in normal economic conditions, however, these working capital balances generally are subject to seasonal changes that can impact cash flow. For example, we typically experience cash flow timing differences associated with inventories and payables due to our annual summer and December shutdown periods when production, and therefore inventories and wholesale volumes, are usually at their lowest levels, while payables continue to come due and be paid. The net impact of this typically results in cash outflows from changes in our working capital balances during these shutdown periods.
Our inventory includes vehicles completed but awaiting installation of components, including semiconductors. As a result of the shortage, our inventory is higher than in periods prior to the supply shortage.
In response to, or in anticipation of, supplier disruptions, we may stockpile certain components or raw materials to help prevent disruption in our production of vehicles. Such actions could have a short-term adverse impact on our cash and increase our inventory.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Financial institutions participate in a supply chain finance (“SCF”) program that enables our suppliers, at their sole discretion, to sell their Ford receivables (i.e., our payment obligations to the suppliers) to the financial institutions on a non-recourse basis in order to be paid earlier than our payment terms provide. Our suppliers’ voluntary inclusion of invoices in the SCF program has no bearing on our payment terms, the amounts we pay, or our liquidity. We have no economic interest in a supplier’s decision to participate in the SCF program, and we have no direct financial relationship with the SCF financial institutions. Moreover, we do not provide any guarantees in connection with the SCF program. As of March 31, 2022, the outstanding amount of Ford receivables that suppliers elected to sell to the SCF financial institutions was $144 million. The amount settled through the SCF program during the first quarter of 2022 was $306 million.
Changes in Company cash excluding Ford Credit are summarized below (in billions):
| First Quarter | |||||||||||||||||||||||
| 2021 | 2022 | ||||||||||||||||||||||
| Company Excluding Ford Credit | |||||||||||||||||||||||
| Company Adjusted EBIT excluding Ford Credit (a) | $ | 2.9 | $ | 1.4 | |||||||||||||||||||
| Capital spending | $ | (1.4) | $ | (1.3) | |||||||||||||||||||
| Depreciation and tooling amortization | 1.2 | 1.3 | |||||||||||||||||||||
| Net spending | $ | (0.1) | $ | (0.1) | |||||||||||||||||||
| Receivables | $ | (0.6) | $ | — | |||||||||||||||||||
| Inventory | (2.2) | (2.7) | |||||||||||||||||||||
| Trade Payables | 1.6 | 1.5 | |||||||||||||||||||||
| Changes in working capital | $ | (1.2) | $ | (1.2) | |||||||||||||||||||
| Ford Credit distributions | $ | 1.0 | $ | 1.0 | |||||||||||||||||||
| Interest on debt and cash taxes | (0.4) | (0.3) | |||||||||||||||||||||
| All other and timing differences | (2.6) | (1.3) | |||||||||||||||||||||
| Company adjusted free cash flow (a) | $ | (0.4) | $ | (0.6) | |||||||||||||||||||
| Global Redesign (including separations) | $ | (0.3) | $ | (0.1) | |||||||||||||||||||
| Changes in debt | 1.9 | (0.3) | |||||||||||||||||||||
| Funded pension contributions | (0.2) | (0.2) | |||||||||||||||||||||
| Shareholder distributions | — | (0.4) | |||||||||||||||||||||
| All other (b) | (0.4) | (6.2) | |||||||||||||||||||||
| Change in cash | $ | 0.5 | $ | (7.8) |
(a)See Non-GAAP Financial Measure Reconciliations section for reconciliation to GAAP.
(b)2022 includes the $5.4 billion mark-to-market loss on our Rivian investment.
Note: Numbers may not sum due to rounding.
Our first quarter 2022 Net cash provided by/(used in) operating activities was negative $1.1 billion, a decrease of $5.6 billion from a year ago (see page 59 for additional information). The year-over-year decrease was driven primarily by lower Ford Credit operating cash flow. Company adjusted free cash flow was negative $0.6 billion, $0.2 billion lower than a year ago, driven by lower adjusted EBIT, partially offset by less adverse timing differences.
Capital spending was $1.3 billion in the first quarter of 2022, $0.1 billion lower than a year ago. We now expect full year 2022 capital spending to be about $7.0 billion.
First quarter 2022 working capital impact was $1.2 billion negative, driven by higher inventory. All other and timing differences were negative $1.3 billion, reflecting assorted differences including differences between accrual-based EBIT and the associated cash flows (e.g., pension and OPEB income or expense; compensation payments; marketing incentive and warranty payments to dealers). We expect the working capital and timing differences to normalize when supply is restored, dealer stocks rebound, and incentives potentially increase.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
In the first quarter of 2022, we contributed $174 million to our global funded pension plans. We now expect to contribute between $700 million and $800 million to our global funded pension plans in 2022.
Shareholder distributions were $408 million in the first quarter of 2022, all of which was attributable to our regular
quarterly dividend.
We previously announced our plan for the global redesign of our business, pursuant to which we are working to turn around automotive operations, compete like a challenger, and capitalize on our strengths by allocating more capital, more resources, and more talent to our strongest businesses and vehicle franchises. Beginning with the actions we took in 2018, we expect our global redesign to have a potential cash effect of about $6 billion through 2023. The cash effect related to our global redesign activities was $3.7 billion through March 31, 2022.
Available Credit Lines. Total Company committed credit lines, excluding Ford Credit, at March 31, 2022 were $18.2 billion, consisting of $13.5 billion of our corporate credit facility, $2.0 billion of our supplemental revolving credit facility, $1.5 billion of our delayed draw term loan facility, and $1.3 billion of local credit facilities. At March 31, 2022, the utilized portion of the corporate credit facility was $25 million, representing amounts utilized for letters of credit, and no portion of the supplemental revolving credit facility was utilized. The $1.5 billion delayed draw term loan facility was drawn in full in 2019 and remains outstanding. In addition, $848 million of committed Company credit lines, excluding Ford Credit, was utilized under local credit facilities for our affiliates as of March 31, 2022.
Lenders under our corporate credit facility have $3.4 billion of commitments maturing on September 29, 2024 and $10.1 billion of commitments maturing on September 29, 2026. Lenders under our supplemental revolving credit facility have $2.0 billion of commitments maturing on September 29, 2024.
The corporate and supplemental credit agreements include certain sustainability-linked targets, pursuant to which the applicable margin and facility fees may be adjusted if Ford achieves, or fails to achieve, the specified targets related to global manufacturing facility greenhouse gas emissions, renewable electricity consumption, and Ford Europe CO2 tailpipe emissions.
The corporate credit facility is unsecured and free of material adverse change conditions to borrowing, restrictive financial covenants (for example, interest or fixed-charge coverage ratio, debt-to-equity ratio, and minimum net worth requirements), and credit rating triggers that could limit our ability to obtain funding or trigger early repayment. The corporate credit facility contains a liquidity covenant that requires us to maintain a minimum of $4 billion in aggregate of domestic cash, cash equivalents, and loaned and marketable securities and/or availability under the facility. The terms and conditions of the delayed draw term loan (other than the sustainability-linked provisions) and the supplemental revolving credit facility are consistent with our corporate credit facility.
Each of the corporate credit facility, supplemental revolving credit facility, delayed draw term loan, and our Loan Arrangement and Reimbursement Agreement with the U.S. Department of Energy (the “DOE”) include a covenant that requires us to provide guarantees from certain of our subsidiaries in the event that our senior, unsecured, long-term debt does not maintain at least two investment grade ratings from Fitch, Moody’s, and S&P. The following subsidiaries have provided unsecured guarantees to the lenders under the credit facilities and to the DOE: Ford Component Sales, LLC; Ford European Holdings LLC; Ford Global Technologies, LLC; Ford Holdings LLC (the parent company of Ford Credit); Ford International Capital LLC; Ford Mexico Holdings LLC; Ford Motor Service Company; Ford Next LLC; Ford Smart Mobility LLC; and Ford Trading Company, LLC.
Debt. As shown in Note 14 of the Notes to the Financial Statements, at March 31, 2022, Company debt excluding Ford Credit was $20.1 billion. This balance is $0.3 billion lower than at December 31, 2021, primarily due to scheduled maturities.
Leverage. We manage Company debt (excluding Ford Credit) levels with a leverage framework that targets investment grade credit ratings through a normal business cycle. The leverage framework includes a ratio of total Company debt (excluding Ford Credit), underfunded pension liabilities, operating leases, and other adjustments, divided by Company adjusted EBIT (excluding Ford Credit EBT), and further adjusted to exclude depreciation and tooling amortization (excluding Ford Credit).
Ford Credit’s leverage is calculated as a separate business as described in the Liquidity and Capital Resources - Ford Credit Segment section of Item 2. Ford Credit is self-funding and its debt, which is used to fund its operations, is separate from our Company debt excluding Ford Credit.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Ford Credit Segment
Ford Credit ended the first quarter of 2022 with $28.4 billion of liquidity. During the quarter, Ford Credit completed $5 billion of public term funding.
Key elements of Ford Credit’s funding strategy include:
-
Maintain strong liquidity
-
Prudently access public markets
-
Continue growth of retail deposits in Europe
-
Flexibility to increase ABS mix as needed; preserving assets and committed capacity
-
Target financial statement leverage of 9:1 to 10:1
-
Maintain self-liquidating balance sheet
Ford Credit’s liquidity profile continues to be diverse, robust, and focused on maintaining liquidity levels that meet its business and funding requirements. Ford Credit regularly stress tests its balance sheet and liquidity to ensure that it can continue to meet its financial obligations through economic cycles.
The following table shows funding for Ford Credit’s net receivables (in billions):
| March 31, 2021 | December 31, 2021 | March 31, 2022 | |||||||||||||||
| Funding Structure | |||||||||||||||||
| Term unsecured debt | $ | 66.1 | $ | 59.4 | $ | 55.1 | |||||||||||
| Term asset-backed securities | 50.2 | 45.4 | 47.1 | ||||||||||||||
| Ford Interest Advantage / Retail Deposits | 10.5 | 12.9 | 13.3 | ||||||||||||||
| Other | (0.9) | (0.2) | 1.7 | ||||||||||||||
| Equity | 15.3 | 12.4 | 12.1 | ||||||||||||||
| Adjustments for cash | (14.1) | (12.4) | (11.9) | ||||||||||||||
| Total Net Receivables | $ | 127.1 | $ | 117.5 | $ | 117.4 | |||||||||||
| Securitized Funding as Percent of Total Debt | 39.6 | % | 38.5 | % | 40.8 | % |
Net receivables were $117.4 billion at March 31, 2022 and were funded primarily with term unsecured debt and term asset-backed securities. Securitized funding as a percent of total debt was 40.8% at the end of the first quarter of 2022.
Public Term Funding Plan. The following table shows Ford Credit’s issuances for full year 2020 and 2021, planned issuances for full year 2022, and its global public term funding issuances through April 26, 2022, excluding short-term funding programs (in billions):
| 2020 Actual | 2021 Actual | 2022 Forecast | Through April 26 | |||||||||||||||||||||||
| Unsecured | $ | 14 | $ | 5 | $ 8 - 11 | $ | 4 | |||||||||||||||||||
| Securitizations (a) | 13 | 9 | 6 - 9 | 3 | ||||||||||||||||||||||
| Total public | $ | 27 | $ | 14 | $ 14 - 20 | $ | 7 |
(a)See Definitions and Information Regarding Ford Credit Causal Factors section.
For 2022, Ford Credit projects full year public term funding in the range of $14 billion to $20 billion. Through April 26, 2022, Ford Credit has completed $7 billion of public term issuances.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Liquidity. The following table shows Ford Credit’s liquidity sources and utilization (in billions):
| March 31, 2021 | December 31, 2021 | March 31, 2022 | |||||||||||||||
| Liquidity Sources (a) | |||||||||||||||||
| Cash | $ | 14.1 | $ | 12.4 | $ | 11.9 | |||||||||||
| Committed asset-backed facilities | 38.2 | 37.1 | 36.1 | ||||||||||||||
| Other unsecured credit facilities | 2.5 | 2.7 | 2.8 | ||||||||||||||
| Total liquidity sources | $ | 54.8 | $ | 52.2 | $ | 50.8 | |||||||||||
| Utilization of Liquidity (a) | |||||||||||||||||
| Securitization and restricted cash | $ | (5.4) | $ | (3.9) | $ | (3.0) | |||||||||||
| Committed asset-backed facilities | (11.9) | (12.5) | (17.0) | ||||||||||||||
| Other unsecured credit facilities | (0.6) | (1.0) | (0.4) | ||||||||||||||
| Total utilization of liquidity | $ | (17.9) | $ | (17.4) | $ | (20.4) | |||||||||||
| Gross liquidity | $ | 36.9 | $ | 34.8 | $ | 30.4 | |||||||||||
| Asset-backed capacity in excess of eligible receivables and other adjustments | (3.2) | (2.8) | (2.0) | ||||||||||||||
| Net liquidity available for use | $ | 33.7 | $ | 32.0 | $ | 28.4 |
(a)See Definitions and Information Regarding Ford Credit Causal Factors section.
Ford Credit’s net liquidity available for use will fluctuate quarterly based on factors including near-term debt maturities, receivable growth and decline, and timing of funding transactions. At March 31, 2022, Ford Credit’s net liquidity available for use was $28.4 billion, $3.6 billion lower than year-end 2021. Ford Credit’s sources of liquidity include cash, committed asset-back facilities, and unsecured facilities. At March 31, 2022, Ford Credit’s liquidity sources totaled $50.8 billion, down $1.4 billion from year-end 2021.
Material Cash Requirements. Ford Credit’s material cash requirements include: (1) the purchase of retail financing and operating lease contracts from dealers and providing wholesale financing for dealers to finance new and used vehicles; and (2) debt repayments (for additional information on debt, see the “Balance Sheet Liquidity Profile” section below and the Aggregate Contractual Obligations table in the Liquidity and Capital Resources - Company Excluding Ford Credit” section in Item 7 and Note 19 of the Notes to the Financial Statements in our 2021 Form 10-K Report). In addition, subject to approval by Ford Credit’s Board of Directors, shareholder distributions may require the expenditure of a material amount of cash. Moreover, Ford Credit may be subject to additional material cash requirements that are contingent upon the occurrence of certain events, e.g., legal contingencies, uncertain tax positions, and other matters.
Ford Credit plans to utilize its liquidity (as described above) and its cash flows from business operations to fund its material cash requirements.
Balance Sheet Liquidity Profile. Ford Credit defines its balance sheet liquidity profile as the cumulative maturities, including the impact of expected prepayments and allowance for credit losses, of its finance receivables, investment in operating leases, and cash, less the cumulative debt maturities over upcoming annual periods. Ford Credit’s balance sheet is inherently liquid because of the short-term nature of its finance receivables, investment in operating leases, and cash. Ford Credit ensures its cumulative debt maturities have a longer tenor than its cumulative asset maturities. This positive maturity profile is intended to provide Ford Credit with additional liquidity after all of its assets have been funded and is in addition to its liquidity available to protect for stress scenarios.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
The following table shows Ford Credit’s cumulative maturities for assets and total debt for the periods presented and unsecured long-term debt maturities in the individual periods presented (in billions):
| April - December 2022 | 2023 | 2024 | 2025 and Beyond | |||||||||||||||||||||||
| Balance Sheet Liquidity Profile | ||||||||||||||||||||||||||
| Assets (a) | $ | 56 | $ | 85 | $ | 108 | $ | 134 | ||||||||||||||||||
| Total debt (b) | 43 | 69 | 86 | 116 | ||||||||||||||||||||||
| Memo: Unsecured long-term debt maturities | 8 | 11 | 11 | 26 |
(a)Includes gross finance receivables less the allowance for credit losses (including certain finance receivables that are reclassified in consolidation to Trade and other receivables, net), investment in operating leases net of accumulated depreciation, cash and cash equivalents, and marketable securities (excluding amounts related to insurance activities). Amounts shown include the impact of expected prepayments.
(b)Excludes unamortized debt (discount)/premium, unamortized issuance costs, and fair value adjustments.
Maturities of investment in operating leases consist primarily of the portion of rental payments attributable to depreciation over the remaining life of the lease and the expected residual value at lease termination. Maturities of finance receivables and investment in operating leases in the table above include expected prepayments for Ford Credit’s retail installment sale contracts and investment in operating leases. The table above also reflects adjustments to debt maturities to match the asset-backed debt maturities with the underlying asset maturities.
All wholesale securitization transactions and wholesale receivables are shown maturing in the next 12 months, even if the maturities extend beyond first quarter 2023. The retail securitization transactions under certain committed asset-backed facilities are assumed to amortize immediately rather than amortizing after the expiration of the commitment period. As of March 31, 2022, Ford Credit had $134 billion of assets, $72 billion of which were unencumbered.
Funding and Liquidity Risks. Ford Credit’s funding plan is subject to risks and uncertainties, many of which are beyond its control, including disruption in the capital markets, that could impact both unsecured debt and asset-backed securities issuance and the effects of regulatory changes on the financial markets. Refer to the “Liquidity - Ford Credit Segment - Funding and Liquidity Risks” section of Item 7 of Part II of our 2021 Form 10-K Report for more information.
Leverage. Ford Credit uses leverage, or the debt-to-equity ratio, to make various business decisions, including evaluating and establishing pricing for finance receivable and operating lease financing, and assessing its capital structure.
The table below shows the calculation of Ford Credit’s financial statement leverage (in billions):
| March 31, 2021 | December 31, 2021 | March 31, 2022 | ||||||||||||||||||
| Leverage Calculation | ||||||||||||||||||||
| Debt | $ | 126.8 | $ | 117.7 | $ | 115.5 | ||||||||||||||
| Equity (a) | 15.3 | 12.4 | 12.1 | |||||||||||||||||
| Financial statement leverage (to 1) | 8.3 | 9.5 | 9.5 |
(a)Total shareholder’s interest reported on Ford Credit’s balance sheets.
Ford Credit plans its leverage by considering market conditions and the risk characteristics of its business. At March 31, 2022, Ford Credit’s financial statement leverage was 9.5:1. Ford Credit targets financial statement leverage in the range of 9:1 to 10:1.
Total Company
Pension Plans - Funded Balances. As of March 31, 2022, our total Company pension overfunded status reported on our consolidated balance sheets was $0.2 billion and reflects the net funded status at December 31, 2021, updated for: service and interest cost; expected return on assets; separation expense; actual benefit payments; and cash contributions. The discount rate and rate of expected return assumptions are unchanged from year-end 2021.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Return on Invested Capital (“ROIC”). We analyze total Company performance using an adjusted ROIC financial metric based on an after-tax, rolling four quarter average. The following table contains the calculation of our ROIC for the periods shown (in billions):
| Four Quarters Ending | |||||||||||
| March 31, 2021 | March 31, 2022 | ||||||||||
| Adjusted Net Operating Profit/(Loss) After Cash Tax | |||||||||||
| Net income/(loss) attributable to Ford | $ | 4.0 | $ | 11.6 | |||||||
| Add: Noncontrolling interest | — | — | |||||||||
| Less: Income tax | — | 1.5 | |||||||||
| Add: Cash tax | (0.4) | (0.6) | |||||||||
| Less: Interest on debt | (1.9) | (1.6) | |||||||||
| Less: Total pension/OPEB income/(cost) | (0.9) | 4.8 | |||||||||
| Add: Pension/OPEB service costs | (1.1) | (1.1) | |||||||||
| Net operating profit/(loss) after cash tax | $ | 5.2 | $ | 5.2 | |||||||
| Less: Special items (excl. pension/OPEB) pre-tax | 0.5 | (0.4) | |||||||||
| Adjusted net operating profit/(loss) after cash tax | $ | 4.8 | $ | 5.6 | |||||||
| Invested Capital | |||||||||||
| Equity | $ | 34.0 | $ | 45.1 | |||||||
| Debt (excl. Ford Credit) | 25.9 | 20.1 | |||||||||
| Net pension and OPEB liability | 12.2 | 5.8 | |||||||||
| Invested capital (end of period) | $ | 72.1 | $ | 70.9 | |||||||
| Average invested capital | $ | 72.9 | $ | 72.7 | |||||||
| ROIC (a) | 7.2 | % | 7.2 | % | |||||||
| Adjusted ROIC (Non-GAAP) (b) | 6.6 | % | 7.8 | % |
(a)Calculated as the sum of net operating profit/(loss) after cash tax from the last four quarters, divided by the average invested capital over the last four quarters.
(b)Calculated as the sum of adjusted net operating profit/(loss) after cash tax from the last four quarters, divided by the average invested capital over the last four quarters.
Note: Numbers may not sum due to rounding.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
CREDIT RATINGS
Our short-term and long-term debt is rated by four credit rating agencies designated as nationally recognized statistical rating organizations (“NRSROs”) by the U.S. Securities and Exchange Commission: DBRS, Fitch, Moody’s, and S&P.
In several markets, locally recognized rating agencies also rate us. A credit rating reflects an assessment by the rating agency of the credit risk associated with a corporate entity or particular securities issued by that entity. Rating agencies’ ratings of us are based on information provided by us and other sources. Credit ratings are not recommendations to buy, sell, or hold securities and are subject to revision or withdrawal at any time by the assigning rating agency. Each rating agency may have different criteria for evaluating company risk and, therefore, ratings should be evaluated independently for each rating agency.
There have been no rating actions taken by these NRSROs since the filing of our 2021 Form 10-K Report.
The following table summarizes certain of the credit ratings and outlook presently assigned by these four NRSROs:
| NRSRO RATINGS | |||||||||||||||||||||||||||||||||||||||||
| Ford | Ford Credit | NRSROs | |||||||||||||||||||||||||||||||||||||||
| Issuer Default / Corporate / Issuer Rating | Long-Term Senior Unsecured | Outlook / Trend | Long-Term Senior Unsecured | Short-Term Unsecured | Outlook / Trend | Minimum Long-Term Investment Grade Rating | |||||||||||||||||||||||||||||||||||
| DBRS | BB (high) | BB (high) | Stable | BB (high) | R-4 | Stable | BBB (low) | ||||||||||||||||||||||||||||||||||
| Fitch | BB+ | BB+ | Stable | BB+ | B | Stable | BBB- | ||||||||||||||||||||||||||||||||||
| Moody’s | N/A | Ba2 | Stable | Ba2 | NP | Stable | Baa3 | ||||||||||||||||||||||||||||||||||
| S&P | BB+ | BB+ | Positive | BB+ | B | Positive | BBB- |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
OUTLOOK
We provided 2022 Company guidance in our earnings release furnished on Form 8-K dated April 27, 2022. Our actual results could differ materially from our guidance due to risks, uncertainties, and other factors, including those set forth in “Risk Factors” in Item 1A of our 2021 Form 10-K Report and as updated by our subsequent filings with the SEC.
| 2022 Guidance | ||||||||
| Total Company | ||||||||
| Adjusted EBIT (a) | $11.5 - $12.5 billion | |||||||
| Adjusted Free Cash Flow (a) | $5.5 - $6.5 billion | |||||||
| Capital spending | About $7.0 billion | |||||||
| Pension contributions | $0.7 - $0.8 billion | |||||||
| Global Redesign EBIT charges (b) | $1.0 - $1.5 billion | |||||||
| Global Redesign cash effects (b) | $1.0 - $1.5 billion | |||||||
| Ford Credit | ||||||||
| EBT | Strong but lower than 2021 |
(a)When we provide guidance for adjusted EBIT and adjusted free cash flow, we do not provide guidance for the most comparable GAAP measures because, as described in more detail below in “Non-GAAP Measures That Supplement GAAP Measures,” they include items that are difficult to predict with reasonable certainty.
(b)We continue to review our global businesses and may take additional restructuring actions in markets where a path to sustained profitability is not feasible when considering the capital allocation required for those markets. Such actions may result in global redesign EBIT charges and cash effects in 2022 that are incremental to those set forth in the table.
A strong demand and pricing environment for existing and new vehicles support maintaining our full-year 2022 outlook of $11.5 billion to $12.5 billion in adjusted EBIT. Adjusted free cash flow for the year is expected to be $5.5 billion to $6.5 billion.
Underlying assumptions for our 2022 guidance include:
-
Improved semiconductor availability during the second half of the year
-
Full-year vehicle wholesale volumes increasing 10% to 15% from 2021
-
Continued strong pricing, though with a dynamic relationship between prices and vehicle volumes
-
Commodity costs up about $4 billion year over year, along with inflationary effects on a range of other expenses
-
EBT from Ford Credit that remains strong, but is lower than in 2021
-
Ongoing investment in the Ford+ plan for growth and value creation
Our outlook also assumes that disruptions in the supply chain and local vehicle manufacturing operations resulting from renewed COVID-19-related health concerns and lockdowns in China do not further deteriorate.
Separately, to date, the tragic conflict in Ukraine has had limited direct effect on our supply chain. However, the situation in Eastern Europe could exacerbate broader supply issues over time.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Cautionary Note on Forward-Looking Statements
Statements included or incorporated by reference herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts, and assumptions by our management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those stated, including, without limitation:
-
Ford and Ford Credit’s financial condition and results of operations have been and may continue to be adversely affected by public health issues, including epidemics or pandemics such as COVID-19;
-
Ford is highly dependent on its suppliers to deliver components in accordance with Ford’s production schedule, and a shortage of key components, such as semiconductors, or raw materials can disrupt Ford’s production of vehicles;
-
Ford’s long-term competitiveness depends on the successful execution of Ford+;
-
Ford’s vehicles could be affected by defects that result in delays in new model launches, recall campaigns, or increased warranty costs;
-
Ford may not realize the anticipated benefits of existing or pending strategic alliances, joint ventures, acquisitions, divestitures, or new business strategies;
-
Operational systems, security systems, vehicles, and services could be affected by cyber incidents, ransomware attacks, and other disruptions;
-
Ford’s production, as well as Ford’s suppliers’ production, could be disrupted by labor issues, natural or man-made disasters, financial distress, production difficulties, capacity limitations, or other factors;
-
Ford’s ability to maintain a competitive cost structure could be affected by labor or other constraints;
-
Ford’s ability to attract and retain talented, diverse, and highly skilled employees is critical to its success and competitiveness;
-
Ford’s new and existing products, digital and physical services, and mobility services are subject to market acceptance and face significant competition from existing and new entrants in the automotive, mobility, and digital services industries;
-
Ford’s near-term results are dependent on sales of larger, more profitable vehicles, particularly in the United States;
-
With a global footprint, Ford’s results could be adversely affected by economic, geopolitical, protectionist trade policies, or other events, including tariffs;
-
Industry sales volume in any of Ford’s key markets can be volatile and could decline if there is a financial crisis, recession, or significant geopolitical event;
-
Ford may face increased price competition or a reduction in demand for its products resulting from industry excess capacity, currency fluctuations, competitive actions, or other factors;
-
Inflationary pressure and fluctuations in commodity prices, foreign currency exchange rates, interest rates, and market value of Ford or Ford Credit’s investments, including marketable securities, can have a significant effect on results;
-
Ford and Ford Credit’s access to debt, securitization, or derivative markets around the world at competitive rates or in sufficient amounts could be affected by credit rating downgrades, market volatility, market disruption, regulatory requirements, or other factors;
-
Ford’s receipt of government incentives could be subject to reduction, termination, or clawback;
-
Ford Credit could experience higher-than-expected credit losses, lower-than-anticipated residual values, or higher-than-expected return volumes for leased vehicles;
-
Economic and demographic experience for pension and other postretirement benefit plans (e.g., discount rates or investment returns) could be worse than Ford has assumed;
-
Pension and other postretirement liabilities could adversely affect Ford’s liquidity and financial condition;
-
Ford and Ford Credit could experience unusual or significant litigation, governmental investigations, or adverse publicity arising out of alleged defects in products, services, perceived environmental impacts, or otherwise;
-
Ford may need to substantially modify its product plans to comply with safety, emissions, fuel economy, autonomous vehicle, and other regulations;
-
Ford and Ford Credit could be affected by the continued development of more stringent privacy, data use, and data protection laws and regulations as well as consumers’ heightened expectations to safeguard their personal information; and
-
Ford Credit could be subject to new or increased credit regulations, consumer protection regulations, or other regulations.
We cannot be certain that any expectation, forecast, or assumption made in preparing forward-looking statements will prove accurate, or that any projection will be realized. It is to be expected that there may be differences between projected and actual results. Our forward-looking statements speak only as of the date of their initial issuance, and we do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events, or otherwise. For additional discussion, see “Item 1A. Risk Factors” in our 2021 Form 10-K Report, as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
NON-GAAP FINANCIAL MEASURES THAT SUPPLEMENT GAAP MEASURES
We use both generally accepted accounting principles (“GAAP”) and non-GAAP financial measures for operational and financial decision making, and to assess Company and segment business performance. The non-GAAP measures listed below are intended to be considered by users as supplemental information to their equivalent GAAP measures, to aid investors in better understanding our financial results. We believe that these non-GAAP measures provide useful perspective on underlying operating results and trends, and a means to compare our period-over-period results. These non-GAAP measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP measures may not be the same as similarly titled measures used by other companies due to possible differences in method and in items or events being adjusted.
*•*Company Adjusted EBIT (Most Comparable GAAP Measure: Net Income/(Loss) Attributable to Ford) – Earnings before interest and taxes (EBIT) excludes interest on debt (excl. Ford Credit Debt), taxes, and pre-tax special items. This non-GAAP measure is useful to management and investors because it focuses on underlying operating results and trends, and improves comparability of our period-over-period results. Our management ordinarily excludes special items from its review of the results of the operating segments for purposes of measuring segment profitability and allocating resources. Our categories of pre-tax special items and the applicable significance guideline for each item (which may consist of a group of items related to a single event or action) are as follows:
| Pre-Tax Special Item | Significance Guideline | |||||||
| ∘ Pension and OPEB remeasurement gains and losses | ∘ No minimum | |||||||
| ∘ Gains and losses on investments in equity securities | ∘ No minimum | |||||||
| ∘ Personnel expenses, dealer-related costs, and facility-related charges stemming from our efforts to match production capacity and cost structure to market demand and changing model mix | ∘ Generally $100 million or more | |||||||
| ∘ Other items that we do not necessarily consider to be indicative of earnings from ongoing operating activities | ∘ $500 million or more for individual field service actions; generally $100 million or more for other items |
When we provide guidance for adjusted EBIT, we do not provide guidance on a net income basis because the GAAP measure will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty, including gains and losses on pension and OPEB remeasurements and on investments in equity securities.
*•*Company Adjusted EBIT Margin (Most Comparable GAAP Measure: Company Net Income/(Loss) Margin) – Company Adjusted EBIT margin is Company adjusted EBIT divided by Company revenue. This non-GAAP measure is useful to management and investors because it allows users to evaluate our operating results aligned with industry reporting.
- Adjusted Earnings/(Loss) Per Share (Most Comparable GAAP Measure: Earnings/(Loss) Per Share) – Measure of Company’s diluted net earnings/(loss) per share adjusted for impact of pre-tax special items (described above), tax special items, and restructuring impacts in noncontrolling interests. The measure provides investors with useful information to evaluate performance of our business excluding items not indicative of earnings from ongoing operating activities. When we provide guidance for adjusted earnings/(loss) per share, we do not provide guidance on an earnings/(loss) per share basis because the GAAP measure will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, including pension and OPEB remeasurement gains and losses.
*•*Adjusted Effective Tax Rate (Most Comparable GAAP Measure: Effective Tax Rate) – Measure of Company’s tax rate excluding pre-tax special items (described above) and tax special items. The measure provides an ongoing effective rate which investors find useful for historical comparisons and for forecasting. When we provide guidance for adjusted effective tax rate, we do not provide guidance on an effective tax rate basis because the GAAP measure will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, including pension and OPEB remeasurement gains and losses.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
- Company Adjusted Free Cash Flow (Most Comparable GAAP Measure: Net Cash Provided By/(Used In) Operating Activities) – Measure of Company’s operating cash flow excluding Ford Credit’s operating cash flows. The measure contains elements management considers operating activities, including Company excluding Ford Credit capital spending, Ford Credit distributions to its parent, and settlement of derivatives. The measure excludes cash outflows for funded pension contributions, global redesign (including separations), and other items that are considered operating cash flows under U.S. GAAP. This measure is useful to management and investors because it is consistent with management’s assessment of the Company’s operating cash flow performance. When we provide guidance for Company adjusted free cash flow, we do not provide guidance for net cash provided by/(used in) operating activities because the GAAP measure will include items that are difficult to quantify or predict with reasonable certainty, including cash flows related to the Company's exposures to foreign currency exchange rates and certain commodity prices (separate from any related hedges), Ford Credit's operating cash flows, and cash flows related to special items, including separation payments, each of which individually or in the aggregate could have a significant impact to our net cash provided by/(used in) our operating activities.
*•*Adjusted ROIC – Calculated as the sum of adjusted net operating profit after cash tax from the last four quarters, divided by the average invested capital over the last four quarters. Adjusted Return on Invested Capital (“Adjusted ROIC”) provides management and investors with useful information to evaluate the Company’s after-cash tax operating return on its invested capital for the period presented. Adjusted net operating profit after cash tax measures operating results less special items, interest on debt (excl. Ford Credit Debt), and certain pension/OPEB costs. Average invested capital is the sum of average balance sheet equity, debt (excl. Ford Credit Debt), and net pension/OPEB liability.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Non-GAAP Financial Measure Reconciliations
The following tables show our Non-GAAP financial measure reconciliations.
Net Income/(Loss) Reconciliation to Adjusted EBIT ($M)
| First Quarter | ||||||||||||||||||||||||||
| 2021 | 2022 | |||||||||||||||||||||||||
| Net income/(loss) attributable to Ford (GAAP) | $ | 3,262 | $ | (3,110) | ||||||||||||||||||||||
| Income/(Loss) attributable to noncontrolling interests | — | (9) | ||||||||||||||||||||||||
| Net income/(loss) | $ | 3,262 | $ | (3,119) | ||||||||||||||||||||||
| Less: (Provision for)/Benefit from income taxes | (680) | 729 | ||||||||||||||||||||||||
| Income/(Loss) before income taxes | $ | 3,942 | $ | (3,848) | ||||||||||||||||||||||
| Less: Special items pre-tax | 503 | (5,866) | ||||||||||||||||||||||||
| Income/(Loss) before special items pre-tax | $ | 3,439 | $ | 2,018 | ||||||||||||||||||||||
| Less: Interest on debt | (473) | (308) | ||||||||||||||||||||||||
| Adjusted EBIT (Non-GAAP) | $ | 3,912 | $ | 2,326 | ||||||||||||||||||||||
| Memo: | ||||||||||||||||||||||||||
| Revenue ($B) | $ | 36.2 | $ | 34.5 | ||||||||||||||||||||||
| Net income/(loss) margin (GAAP) (%) | 9.0 | % | (9.0) | % | ||||||||||||||||||||||
| Adjusted EBIT margin (Non-GAAP) (%) | 10.8 | % | 6.7 | % |
Earnings per Share Reconciliation to Adjusted Earnings per Share
| First Quarter | ||||||||||||||||||||||||||
| 2021 | 2022 | |||||||||||||||||||||||||
| Diluted After-Tax Results ($M) | ||||||||||||||||||||||||||
| Diluted after-tax results (GAAP) | $ | 3,262 | $ | (3,110) | ||||||||||||||||||||||
| Less: Impact of pre-tax and tax special items | 445 | (4,674) | ||||||||||||||||||||||||
| Adjusted net income/(loss) – diluted (Non-GAAP) | $ | 2,817 | $ | 1,564 | ||||||||||||||||||||||
| Basic and Diluted Shares (M) | ||||||||||||||||||||||||||
| Basic shares (average shares outstanding) | 3,980 | 4,008 | ||||||||||||||||||||||||
| Net dilutive options, unvested restricted stock units, unvested restricted stock shares, and convertible debt | 36 | 56 | ||||||||||||||||||||||||
| Diluted shares | 4,016 | 4,064 | ||||||||||||||||||||||||
| Earnings/(Loss) per share – diluted (GAAP) (a) | $ | 0.81 | $ | (0.78) | ||||||||||||||||||||||
| Less: Net impact of adjustments | 0.11 | (1.16) | ||||||||||||||||||||||||
| Adjusted earnings/(loss) per share – diluted (Non-GAAP) | $ | 0.70 | $ | 0.38 |
(a)The first quarter of 2022 calculation excludes 56 million shares of net dilutive options, unvested restricted stock units, unvested restricted stock shares, and convertible debt due to their anti-dilutive effect.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Effective Tax Rate Reconciliation to Adjusted Effective Tax Rate
| First Quarter | ||||||||||||||||||||||||||||||||
| 2021 | 2022 | Memo: FY 2021 | ||||||||||||||||||||||||||||||
| Pre-Tax Results ($M) | ||||||||||||||||||||||||||||||||
| Income/(Loss) before income taxes (GAAP) | $ | 3,942 | $ | (3,848) | $ | 17,780 | ||||||||||||||||||||||||||
| Less: Impact of special items | 503 | (5,866) | 9,583 | |||||||||||||||||||||||||||||
| Adjusted earnings before taxes (Non-GAAP) | $ | 3,439 | $ | 2,018 | $ | 8,197 | ||||||||||||||||||||||||||
| Taxes ($M) | ||||||||||||||||||||||||||||||||
| (Provision for)/Benefit from income taxes (GAAP) | $ | (680) | $ | 729 | $ | 130 | ||||||||||||||||||||||||||
| Less: Impact of special items | (58) | 1,192 | 1,924 | |||||||||||||||||||||||||||||
| Adjusted (provision for)/benefit from income taxes (Non-GAAP) | $ | (622) | $ | (463) | $ | (1,794) | ||||||||||||||||||||||||||
| Tax Rate (%) | ||||||||||||||||||||||||||||||||
| Effective tax rate (GAAP) | 17.3 | % | 18.9 | % | (0.7) | % | ||||||||||||||||||||||||||
| Adjusted effective tax rate (Non-GAAP) | 18.1 | % | 22.9 | % | 21.9 | % |
Net Cash Provided by/(Used in) Operating Activities Reconciliation to Company Adjusted Free Cash Flow ($M)
| First Quarter | ||||||||||||||||||||||||||
| 2021 | 2022 | |||||||||||||||||||||||||
| Net cash provided by/(used in) operating activities (GAAP) | $ | 4,492 | $ | (1,084) | ||||||||||||||||||||||
| Less: Items not included in Company Adjusted Free Cash Flows | ||||||||||||||||||||||||||
| Ford Credit operating cash flows | $ | 4,998 | $ | (419) | ||||||||||||||||||||||
| Funded pension contributions | (229) | (174) | ||||||||||||||||||||||||
| Global Redesign (including separations) | (345) | (148) | ||||||||||||||||||||||||
| Ford Credit tax payments/(refunds) under tax sharing agreement | 4 | — | ||||||||||||||||||||||||
| Other, net | 64 | (48) | ||||||||||||||||||||||||
| Add: Items included in Company Adjusted Free Cash Flows | ||||||||||||||||||||||||||
| Company excluding Ford Credit capital spending | $ | (1,358) | $ | (1,349) | ||||||||||||||||||||||
| Ford Credit distributions | 1,000 | 1,000 | ||||||||||||||||||||||||
| Settlement of derivatives | (25) | 64 | ||||||||||||||||||||||||
| Company adjusted free cash flow (Non-GAAP) | $ | (383) | $ | (580) |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
SUPPLEMENTAL INFORMATION
The tables below provide supplemental consolidating financial information, other financial information, and U.S. sales by type. Company excluding Ford Credit includes our Automotive and Mobility reportable segments, Corporate Other, Interest on Debt, and Special Items. Eliminations, where presented, primarily represent eliminations of intersegment transactions and deferred tax netting.
Selected Cash Flow Information. The following tables provide supplemental cash flow information (in millions):
| For the period ended March 31, 2022 | ||||||||||||||||||||||||||
| First Quarter | ||||||||||||||||||||||||||
| Cash flows from operating activities | Company excluding Ford Credit | Ford Credit | Eliminations | Consolidated | ||||||||||||||||||||||
| Net income | $ | (3,962) | $ | 843 | $ | — | $ | (3,119) | ||||||||||||||||||
| Depreciation and tooling amortization | 1,332 | 525 | — | 1,857 | ||||||||||||||||||||||
| Other amortization | 33 | (343) | — | (310) | ||||||||||||||||||||||
| Provision for/(Benefit from) credit and insurance losses | 5 | (71) | — | (66) | ||||||||||||||||||||||
| Pension and OPEB expense/(income) | (213) | — | — | (213) | ||||||||||||||||||||||
| Equity method investment dividends received in excess of (earnings)/losses and impairments | 205 | (6) | — | 199 | ||||||||||||||||||||||
| Foreign currency adjustments | (57) | 89 | — | 32 | ||||||||||||||||||||||
| Net realized and unrealized (gains)/losses on cash equivalents, marketable securities, and other investments | 5,415 | 39 | — | 5,454 | ||||||||||||||||||||||
| Net (gain)/loss on changes in investments in affiliates | 123 | 2 | — | 125 | ||||||||||||||||||||||
| Stock compensation | 64 | 3 | — | 67 | ||||||||||||||||||||||
| Provision for deferred income taxes | (1,090) | 37 | — | (1,053) | ||||||||||||||||||||||
| Decrease/(Increase) in finance receivables (wholesale and other) | — | (2,192) | — | (2,192) | ||||||||||||||||||||||
| Decrease/(Increase) in intersegment receivables/payables | (570) | 570 | — | — | ||||||||||||||||||||||
| Decrease/(Increase) in accounts receivable and other assets | (876) | (80) | — | (956) | ||||||||||||||||||||||
| Decrease/(Increase) in inventory | (2,755) | — | — | (2,755) | ||||||||||||||||||||||
| Increase/(Decrease) in accounts payable and accrued and other liabilities | 1,828 | (114) | — | 1,714 | ||||||||||||||||||||||
| Other | 310 | (178) | — | 132 | ||||||||||||||||||||||
| Interest supplements and residual value support to Ford Credit | (457) | 457 | — | — | ||||||||||||||||||||||
| Net cash provided by/(used in) operating activities | $ | (665) | $ | (419) | $ | — | $ | (1,084) |
| Cash flows from investing activities | Company excluding Ford Credit | Ford Credit | Eliminations | Consolidated | ||||||||||||||||||||||
| Capital spending | $ | (1,358) | $ | (12) | $ | — | $ | (1,370) | ||||||||||||||||||
| Acquisitions of finance receivables and operating leases | — | (10,278) | — | (10,278) | ||||||||||||||||||||||
| Collections of finance receivables and operating leases | — | 11,988 | — | 11,988 | ||||||||||||||||||||||
| Purchases of marketable and other investments | (3,410) | (909) | — | (4,319) | ||||||||||||||||||||||
| Sales and maturities of marketable securities and other investments | 6,108 | 1,007 | — | 7,115 | ||||||||||||||||||||||
| Settlements of derivatives | 64 | 148 | — | 212 | ||||||||||||||||||||||
| Other | (35) | 2 | — | (33) | ||||||||||||||||||||||
| Investing activity (to)/from other segments | 1,031 | (30) | (1,001) | — | ||||||||||||||||||||||
| Net cash provided by/(used in) investing activities | $ | 2,400 | $ | 1,916 | $ | (1,001) | $ | 3,315 |
| Cash flows from financing activities | Company excluding Ford Credit | Ford Credit | Eliminations | Consolidated | ||||||||||||||||||||||
| Cash payments for dividends and dividend equivalents | $ | (405) | $ | — | $ | — | $ | (405) | ||||||||||||||||||
| Purchases of common stock | — | — | — | — | ||||||||||||||||||||||
| Net changes in short-term debt | (6) | (608) | — | (614) | ||||||||||||||||||||||
| Proceeds from issuance of long-term debt | — | 12,489 | — | 12,489 | ||||||||||||||||||||||
| Payments of long-term debt | (270) | (12,705) | — | (12,975) | ||||||||||||||||||||||
| Other | (124) | (32) | — | (156) | ||||||||||||||||||||||
| Financing activity to/(from) other segments | (1) | (1,000) | 1,001 | — | ||||||||||||||||||||||
| Net cash provided by/(used in) financing activities | $ | (806) | $ | (1,856) | $ | 1,001 | $ | (1,661) | ||||||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | $ | 10 | $ | (34) | $ | — | $ | (24) |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Selected Income Statement Information. The following table provides supplemental income statement information (in millions):
| For the period ended March 31, 2022 | |||||||||||||||||
| First Quarter | |||||||||||||||||
| Company excluding Ford Credit | Ford Credit | Consolidated | |||||||||||||||
| Revenues | $ | 32,195 | $ | 2,281 | $ | 34,476 | |||||||||||
| Total costs and expenses | 31,776 | 1,357 | 33,133 | ||||||||||||||
| Operating income/(loss) | 419 | 924 | 1,343 | ||||||||||||||
| Interest expense on Company debt excluding Ford Credit | 308 | — | 308 | ||||||||||||||
| Other income/(loss), net | (4,848) | (2) | (4,850) | ||||||||||||||
| Equity in net income/(loss) of affiliated companies | (39) | 6 | (33) | ||||||||||||||
| Income/(Loss) before income taxes | (4,776) | 928 | (3,848) | ||||||||||||||
| Provision for/(Benefit from) income taxes | (814) | 85 | (729) | ||||||||||||||
| Net income/(loss) | (3,962) | 843 | (3,119) | ||||||||||||||
| Less: Income/(Loss) attributable to noncontrolling interests | (9) | — | (9) | ||||||||||||||
| Net income/(loss) attributable to Ford Motor Company | $ | (3,953) | $ | 843 | $ | (3,110) | |||||||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Selected Balance Sheet Information. The following tables provide supplemental balance sheet information (in millions):
| March 31, 2022 | ||||||||||||||||||||||||||
| Assets | Company excluding Ford Credit | Ford Credit | Eliminations | Consolidated | ||||||||||||||||||||||
| Cash and cash equivalents | $ | 10,434 | $ | 10,579 | $ | — | $ | 21,013 | ||||||||||||||||||
| Marketable securities | 18,179 | 2,036 | — | 20,215 | ||||||||||||||||||||||
| Ford Credit finance receivables, net | — | 32,775 | — | 32,775 | ||||||||||||||||||||||
| Trade and other receivables, net | 3,559 | 9,472 | — | 13,031 | ||||||||||||||||||||||
| Inventories | 14,647 | — | — | 14,647 | ||||||||||||||||||||||
| Assets held for sale | 825 | 1 | — | 826 | ||||||||||||||||||||||
| Other assets | 2,905 | 730 | — | 3,635 | ||||||||||||||||||||||
| Receivable from other segments | 5 | 641 | (646) | — | ||||||||||||||||||||||
| Total current assets | 50,554 | 56,234 | (646) | 106,142 | ||||||||||||||||||||||
| Ford Credit finance receivables, net | — | 50,000 | — | 50,000 | ||||||||||||||||||||||
| Net investment in operating leases | 1,183 | 24,363 | — | 25,546 | ||||||||||||||||||||||
| Net property | 36,400 | 225 | — | 36,625 | ||||||||||||||||||||||
| Equity in net assets of affiliated companies | 4,177 | 129 | — | 4,306 | ||||||||||||||||||||||
| Deferred income taxes | 14,774 | 207 | 10 | 14,991 | ||||||||||||||||||||||
| Other assets | 13,980 | 1,396 | — | 15,376 | ||||||||||||||||||||||
| Receivable from other segments | — | 28 | (28) | — | ||||||||||||||||||||||
| Total assets | $ | 121,068 | $ | 132,582 | $ | (664) | $ | 252,986 |
| Liabilities | Company excluding Ford Credit | Ford Credit | Eliminations | Consolidated | ||||||||||||||||||||||
| Payables | $ | 22,251 | $ | 1,005 | $ | — | $ | 23,256 | ||||||||||||||||||
| Other liabilities and deferred revenue | 17,018 | 1,245 | — | 18,263 | ||||||||||||||||||||||
| Debt payable within one year | 2,927 | 45,359 | — | 48,286 | ||||||||||||||||||||||
| Liabilities held for sale | 547 | — | — | 547 | ||||||||||||||||||||||
| Payable to other segments | 646 | — | (646) | — | ||||||||||||||||||||||
| Total current liabilities | 43,389 | 47,609 | (646) | 90,352 | ||||||||||||||||||||||
| Other liabilities and deferred revenue | 26,560 | 1,941 | — | 28,501 | ||||||||||||||||||||||
| Long-term debt | 17,158 | 70,157 | — | 87,315 | ||||||||||||||||||||||
| Deferred income taxes | 984 | 740 | 10 | 1,734 | ||||||||||||||||||||||
| Payable to other segments | 28 | — | (28) | — | ||||||||||||||||||||||
| Total liabilities | $ | 88,119 | $ | 120,447 | $ | (664) | $ | 207,902 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Selected Other Information.
Equity. At March 31, 2022, total equity attributable to Ford was $45 billion, a decrease of $3.5 billion compared with December 31, 2021. The detail for this change is shown below (in billions):
| Increase/ (Decrease) | |||||
| Net income/(loss) | $ | (3.1) | |||
| Shareholder distributions | (0.4) | ||||
| Total | $ | (3.5) |
U.S. Sales by Type. The following table shows first quarter 2022 U.S. sales volume and U.S. wholesales segregated by truck, SUV, and car sales. U.S. sales volume reflects transactions with (i) retail and fleet customers (as reported by dealers), (ii) governments, and (iii) Ford management. U.S. wholesales reflect sales to dealers.
| U.S. Sales | U.S. Wholesales | ||||||||||
| Trucks | 212,312 | 211,193 | |||||||||
| SUVs | 205,798 | 238,784 | |||||||||
| Cars | 14,022 | 9,088 | |||||||||
| Total Vehicles | 432,132 | 459,065 |
ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED
The Financial Accounting Standards Board (“FASB”) has issued the following Accounting Standards Updates (“ASU”).
| ASU | Effective Date (a) | ||||||||||
| 2018-12 | Targeted Improvements to the Accounting for Long Duration Contracts | January 1, 2023 | |||||||||
| 2022-01 | Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method | January 1, 2023 | |||||||||
| 2022-02 | Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures | January 1, 2023 |
(a)Early adoption for each of the standards is permitted.
ASUs 2018-12 and 2022-01 were assessed and are not expected to have a material impact on our consolidated financial statements and disclosures. We are presently assessing the impact of ASU 2022-02. For additional information, see Note 2 of the Notes to the Financial Statements.
Previous: Item 1. Financial Statements. · Next: Item 3. Quantitative and Qualitative Disclosures About Market Risk.