Cover and table of contents
152K characters. Original on sec.gov · Markdown
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2023
or
☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission file number 1-3950
Ford Motor Company
(Exact name of Registrant as specified in its charter)
| Delaware | 38-0549190 | ||||||||||
| (State of incorporation) | (I.R.S. Employer Identification No.) | ||||||||||
| One American Road | |||||||||||
| Dearborn, | Michigan | 48126 | |||||||||
| (Address of principal executive offices) | (Zip code) |
313-322-3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbols | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $.01 per share | F | New York Stock Exchange | ||||||||||||
| 6.200% Notes due June 1, 2059 | FPRB | New York Stock Exchange | ||||||||||||
| 6.000% Notes due December 1, 2059 | FPRC | New York Stock Exchange | ||||||||||||
| 6.500% Notes due August 15, 2062 | FPRD | New York Stock Exchange |
Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of July 24, 2023, Ford had outstanding 3,931,373,526 shares of Common Stock and 70,852,076 shares of Class B Stock.
Exhibit Index begins on page 66
FORD MOTOR COMPANY
QUARTERLY REPORT ON FORM 10-Q
For the Quarter Ended June 30, 2023
| Table of Contents | Page | ||||||||||
| Part I - Financial Information | |||||||||||
| Item 1 | Financial Statements | 1 | |||||||||
| Consolidated Statements of Cash Flows | 1 | ||||||||||
| Consolidated Income Statements | 2 | ||||||||||
| Consolidated Statements of Comprehensive Income | 2 | ||||||||||
| Consolidated Balance Sheets | 3 | ||||||||||
| Consolidated Statements of Equity | 4 | ||||||||||
| Notes to the Financial Statements | 5 | ||||||||||
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 34 | |||||||||
| Recent Developments | 34 | ||||||||||
| Results of Operations | 34 | ||||||||||
| Ford Blue Segment | 36 | ||||||||||
| Ford Model e Segment | 37 | ||||||||||
| Ford Pro Segment | 37 | ||||||||||
| Ford Next Segment | 39 | ||||||||||
| Ford Credit Segment | 40 | ||||||||||
| Corporate Other | 43 | ||||||||||
| Interest on Debt | 43 | ||||||||||
| Taxes | 43 | ||||||||||
| Liquidity and Capital Resources | 44 | ||||||||||
| Credit Ratings | 52 | ||||||||||
| Outlook | 53 | ||||||||||
| Cautionary Note on Forward-Looking Statements | 54 | ||||||||||
| Non-GAAP Financial Measures That Supplement GAAP Measures | 56 | ||||||||||
| Non-GAAP Financial Measure Reconciliations | 58 | ||||||||||
| Supplemental Information | 60 | ||||||||||
| Accounting Standards Issued But Not Yet Adopted | 63 | ||||||||||
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 64 | |||||||||
| Item 4 | Controls and Procedures | 64 | |||||||||
| Part II - Other Information | |||||||||||
| Item 1 | Legal Proceedings | 65 | |||||||||
| Item 5 | Other Information | 65 | |||||||||
| Item 6 | Exhibits | 66 | |||||||||
| Signature | 67 |
i
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements.
FORD MOTOR COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| For the periods ended June 30, | |||||||||||
| 2022 | 2023 | ||||||||||
| First Half | |||||||||||
| (unaudited) | |||||||||||
| Cash flows from operating activities | |||||||||||
| Net income/(loss) | $ | (2,481) | $ | 3,679 | |||||||
| Depreciation and tooling amortization | 3,774 | 3,775 | |||||||||
| Other amortization | (608) | (554) | |||||||||
| Provision for/(Benefit from) credit and insurance losses | (107) | 212 | |||||||||
| Pension and other postretirement employee benefits (“OPEB”) expense/(income) (Note 13) | (400) | 612 | |||||||||
| Equity method investment dividends received in excess of (earnings)/losses and impairments | 171 | 142 | |||||||||
| Foreign currency adjustments | 60 | (97) | |||||||||
| Net realized and unrealized (gains)/losses on cash equivalents, marketable securities, and other investments (Note 4) | 7,974 | 163 | |||||||||
| Net (gain)/loss on changes in investments in affiliates (Note 4) | 146 | (17) | |||||||||
| Stock compensation | 170 | 238 | |||||||||
| Provision for/(Benefit from) deferred income taxes | (1,160) | 3 | |||||||||
| Decrease/(Increase) in finance receivables (wholesale and other) | (4,611) | (1,473) | |||||||||
| Decrease/(Increase) in accounts receivable and other assets | (1,856) | (1,793) | |||||||||
| Decrease/(Increase) in inventory | (2,507) | (3,354) | |||||||||
| Increase/(Decrease) in accounts payable and accrued and other liabilities | 3,180 | 6,134 | |||||||||
| Other | 118 | 165 | |||||||||
| Net cash provided by/(used in) operating activities | 1,863 | 7,835 | |||||||||
| Cash flows from investing activities | |||||||||||
| Capital spending | (3,069) | (3,729) | |||||||||
| Acquisitions of finance receivables and operating leases | (20,749) | (26,231) | |||||||||
| Collections of finance receivables and operating leases | 24,139 | 22,517 | |||||||||
| Purchases of marketable securities and other investments | (8,065) | (4,860) | |||||||||
| Sales and maturities of marketable securities and other investments | 11,257 | 7,584 | |||||||||
| Settlements of derivatives | 156 | (32) | |||||||||
| Capital contributions to equity method investments | (36) | (1,047) | |||||||||
| Other | 509 | (359) | |||||||||
| Net cash provided by/(used in) investing activities | 4,142 | (6,157) | |||||||||
| Cash flows from financing activities | |||||||||||
| Cash payments for dividends and dividend equivalents | (807) | (3,794) | |||||||||
| Purchases of common stock | — | — | |||||||||
| Net changes in short-term debt | 595 | (658) | |||||||||
| Proceeds from issuance of long-term debt | 18,868 | 26,401 | |||||||||
| Payments of long-term debt | (24,697) | (22,213) | |||||||||
| Other | (199) | (197) | |||||||||
| Net cash provided by/(used in) financing activities | (6,240) | (461) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (368) | 66 | |||||||||
| Net increase/(decrease) in cash, cash equivalents, and restricted cash | $ | (603) | $ | 1,283 | |||||||
| Cash, cash equivalents, and restricted cash at beginning of period (Note 7) | $ | 20,737 | $ | 25,340 | |||||||
| Net increase/(decrease) in cash, cash equivalents, and restricted cash | (603) | 1,283 | |||||||||
| Cash, cash equivalents, and restricted cash at end of period (Note 7) | $ | 20,134 | $ | 26,623 |
The accompanying notes are part of the consolidated financial statements.
Item 1. Financial Statements (continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(in millions, except per share amounts)
| For the periods ended June 30, | |||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Second Quarter | First Half | ||||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Company excluding Ford Credit | $ | 37,934 | $ | 42,427 | $ | 70,129 | $ | 81,512 | |||||||||||||||
| Ford Credit | 2,256 | 2,527 | 4,537 | 4,916 | |||||||||||||||||||
| Total revenues (Note 3) | 40,190 | 44,954 | 74,666 | 86,428 | |||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Cost of sales | 33,191 | 37,471 | 62,227 | 72,140 | |||||||||||||||||||
| Selling, administrative, and other expenses | 2,759 | 2,750 | 5,499 | 5,256 | |||||||||||||||||||
| Ford Credit interest, operating, and other expenses | 1,372 | 2,272 | 2,729 | 4,458 | |||||||||||||||||||
| Total costs and expenses | 37,322 | 42,493 | 70,455 | 81,854 | |||||||||||||||||||
| Operating income/(loss) | 2,868 | 2,461 | 4,211 | 4,574 | |||||||||||||||||||
| Interest expense on Company debt excluding Ford Credit | 312 | 304 | 620 | 612 | |||||||||||||||||||
| Other income/(loss), net (Note 4) | (1,823) | 255 | (6,673) | 479 | |||||||||||||||||||
| Equity in net income/(loss) of affiliated companies | 58 | (124) | 25 | 6 | |||||||||||||||||||
| Income/(Loss) before income taxes | 791 | 2,288 | (3,057) | 4,447 | |||||||||||||||||||
| Provision for/(Benefit from) income taxes | 153 | 272 | (576) | 768 | |||||||||||||||||||
| Net income/(loss) | 638 | 2,016 | (2,481) | 3,679 | |||||||||||||||||||
| Less: Income/(Loss) attributable to noncontrolling interests | (29) | 99 | (38) | 5 | |||||||||||||||||||
| Net income/(loss) attributable to Ford Motor Company | $ | 667 | $ | 1,917 | $ | (2,443) | $ | 3,674 | |||||||||||||||
| EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO FORD MOTOR COMPANY COMMON AND CLASS B STOCK (Note 6) | |||||||||||||||||||||||
| Basic income/(loss) | $ | 0.17 | $ | 0.48 | $ | (0.61) | $ | 0.92 | |||||||||||||||
| Diluted income/(loss) | 0.16 | 0.47 | (0.61) | 0.91 | |||||||||||||||||||
| Weighted-average shares used in computation of earnings/(loss) per share | |||||||||||||||||||||||
| Basic shares | 4,021 | 4,003 | 4,014 | 3,996 | |||||||||||||||||||
| Diluted shares | 4,052 | 4,041 | 4,014 | 4,035 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
| For the periods ended June 30, | |||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Second Quarter | First Half | ||||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||
| Net income/(loss) | $ | 638 | $ | 2,016 | $ | (2,481) | $ | 3,679 | |||||||||||||||
| Other comprehensive income/(loss), net of tax (Note 18) | |||||||||||||||||||||||
| Foreign currency translation | (1,018) | 278 | (872) | 771 | |||||||||||||||||||
| Marketable securities | (83) | (44) | (336) | 66 | |||||||||||||||||||
| Derivative instruments | (94) | (369) | 50 | (424) | |||||||||||||||||||
| Pension and other postretirement benefits | 12 | 3 | 20 | 6 | |||||||||||||||||||
| Total other comprehensive income/(loss), net of tax | (1,183) | (132) | (1,138) | 419 | |||||||||||||||||||
| Comprehensive income/(loss) | (545) | 1,884 | (3,619) | 4,098 | |||||||||||||||||||
| Less: Comprehensive income/(loss) attributable to noncontrolling interests | (33) | 103 | (42) | 9 | |||||||||||||||||||
| Comprehensive income/(loss) attributable to Ford Motor Company | $ | (512) | $ | 1,781 | $ | (3,577) | $ | 4,089 |
The accompanying notes are part of the consolidated financial statements.
Item 1. Financial Statements (continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions)
| December 31, 2022 | June 30, 2023 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents (Note 7) | $ | 25,134 | $ | 26,406 | |||||||
| Marketable securities (Note 7) | 18,936 | 16,415 | |||||||||
| Ford Credit finance receivables, net of allowance for credit losses of $255 and $260 (Note 8) | 38,720 | 42,557 | |||||||||
| Trade and other receivables, less allowances of $105 and $101 | 15,729 | 14,482 | |||||||||
| Inventories (Note 9) | 14,080 | 17,703 | |||||||||
| Other assets | 3,877 | 4,149 | |||||||||
| Total current assets | 116,476 | 121,712 | |||||||||
| Ford Credit finance receivables, net of allowance for credit losses of $590 and $613 (Note 8) | 49,903 | 52,567 | |||||||||
| Net investment in operating leases | 22,772 | 21,662 | |||||||||
| Net property | 37,265 | 38,503 | |||||||||
| Equity in net assets of affiliated companies | 2,798 | 3,578 | |||||||||
| Deferred income taxes | 15,552 | 15,860 | |||||||||
| Other assets | 11,118 | 12,109 | |||||||||
| Total assets | $ | 255,884 | $ | 265,991 | |||||||
| LIABILITIES | |||||||||||
| Payables | $ | 25,605 | $ | 27,749 | |||||||
| Other liabilities and deferred revenue (Note 12 and Note 20) | 21,097 | 23,925 | |||||||||
| Debt payable within one year (Note 14) | |||||||||||
| Company excluding Ford Credit | 730 | 410 | |||||||||
| Ford Credit | 49,434 | 48,931 | |||||||||
| Total current liabilities | 96,866 | 101,015 | |||||||||
| Other liabilities and deferred revenue (Note 12 and Note 20) | 25,497 | 25,754 | |||||||||
| Long-term debt (Note 14) | |||||||||||
| Company excluding Ford Credit | 19,200 | 19,169 | |||||||||
| Ford Credit | 69,605 | 74,726 | |||||||||
| Deferred income taxes | 1,549 | 1,721 | |||||||||
| Total liabilities | 212,717 | 222,385 | |||||||||
| EQUITY | |||||||||||
| Common Stock, par value $0.01 per share (4,084 million shares issued of 6 billion authorized) | 41 | 41 | |||||||||
| Class B Stock, par value $0.01 per share (71 million shares issued of 530 million authorized) | 1 | 1 | |||||||||
| Capital in excess of par value of stock | 22,832 | 23,029 | |||||||||
| Retained earnings | 31,754 | 31,577 | |||||||||
| Accumulated other comprehensive income/(loss) (Note 18) | (9,339) | (8,924) | |||||||||
| Treasury stock | (2,047) | (2,047) | |||||||||
| Total equity attributable to Ford Motor Company | 43,242 | 43,677 | |||||||||
| Equity attributable to noncontrolling interests | (75) | (71) | |||||||||
| Total equity | 43,167 | 43,606 | |||||||||
| Total liabilities and equity | $ | 255,884 | $ | 265,991 |
| The following table includes assets to be used to settle liabilities of the consolidated variable interest entities (“VIEs”). These assets and liabilities are included in the consolidated balance sheets above. | |||||||||||
| December 31, 2022 | June 30, 2023 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | 2,274 | $ | 2,421 | |||||||
| Ford Credit finance receivables, net | 49,142 | 52,504 | |||||||||
| Net investment in operating leases | 12,545 | 8,929 | |||||||||
| Other assets | 264 | 279 | |||||||||
| LIABILITIES | |||||||||||
| Other liabilities and deferred revenue | $ | 2 | $ | — | |||||||
| Debt | 45,451 | 47,891 |
The accompanying notes are part of the consolidated financial statements.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in millions, unaudited)
| Equity Attributable to Ford Motor Company | |||||||||||||||||||||||||||||||||||||||||||||||
| Capital Stock | Cap. in Excess of Par Value of Stock | Retained Earnings | Accumulated Other Comprehensive Income/(Loss) (Note 18) | Treasury Stock | Total | Equity Attributable to Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | 41 | $ | 22,611 | $ | 35,769 | $ | (8,339) | $ | (1,563) | $ | 48,519 | $ | 103 | $ | 48,622 | |||||||||||||||||||||||||||||||
| Net income/(loss) | — | — | (3,110) | — | — | (3,110) | (9) | (3,119) | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss), net | — | — | — | 45 | — | 45 | — | 45 | |||||||||||||||||||||||||||||||||||||||
| Common Stock issued (a) | 1 | (61) | — | — | — | (60) | — | (60) | |||||||||||||||||||||||||||||||||||||||
| Treasury stock/other | — | — | — | — | (1) | (1) | 5 | 4 | |||||||||||||||||||||||||||||||||||||||
| Dividends and dividend equivalents declared ($0.10 per share) (b) | — | — | (408) | — | — | (408) | — | (408) | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | 42 | $ | 22,550 | $ | 32,251 | $ | (8,294) | $ | (1,564) | $ | 44,985 | $ | 99 | $ | 45,084 | |||||||||||||||||||||||||||||||
| Net income/(loss) | — | — | 667 | — | — | 667 | (29) | 638 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss), net | — | — | — | (1,179) | — | (1,179) | (4) | (1,183) | |||||||||||||||||||||||||||||||||||||||
| Common Stock issued (a) | — | 103 | — | — | — | 103 | — | 103 | |||||||||||||||||||||||||||||||||||||||
| Treasury stock/other | — | — | — | — | — | — | 2 | 2 | |||||||||||||||||||||||||||||||||||||||
| Dividends and dividend equivalents declared ($0.10 per share) (b) | — | — | (407) | — | — | (407) | — | (407) | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | 42 | $ | 22,653 | $ | 32,511 | $ | (9,473) | $ | (1,564) | $ | 44,169 | $ | 68 | $ | 44,237 | |||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | 42 | $ | 22,832 | $ | 31,754 | $ | (9,339) | $ | (2,047) | $ | 43,242 | $ | (75) | $ | 43,167 | |||||||||||||||||||||||||||||||
| Net income/(loss) | — | — | 1,757 | — | — | 1,757 | (94) | 1,663 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss), net | — | — | — | 551 | — | 551 | — | 551 | |||||||||||||||||||||||||||||||||||||||
| Common Stock issued (a) | — | 57 | — | — | — | 57 | — | 57 | |||||||||||||||||||||||||||||||||||||||
| Treasury stock/other | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Dividends and dividend equivalents declared ($0.80 per share) (b) | — | — | (3,241) | — | — | (3,241) | — | (3,241) | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | $ | 42 | $ | 22,889 | $ | 30,270 | $ | (8,788) | $ | (2,047) | $ | 42,366 | $ | (169) | $ | 42,197 | |||||||||||||||||||||||||||||||
| Net income/(loss) | — | — | 1,917 | — | — | 1,917 | 99 | 2,016 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss), net | — | — | — | (136) | — | (136) | 4 | (132) | |||||||||||||||||||||||||||||||||||||||
| Common Stock issued (a) | — | 140 | — | — | — | 140 | — | 140 | |||||||||||||||||||||||||||||||||||||||
| Treasury stock/other | — | — | — | — | — | — | (5) | (5) | |||||||||||||||||||||||||||||||||||||||
| Dividends and dividend equivalents declared ($0.15 per share) (b) | — | — | (610) | — | — | (610) | — | (610) | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | 42 | $ | 23,029 | $ | 31,577 | $ | (8,924) | $ | (2,047) | $ | 43,677 | $ | (71) | $ | 43,606 | |||||||||||||||||||||||||||||||
(a)Includes impact of share-based compensation.
(b)Dividends and dividend equivalents declared for Common and Class B Stock. In the first quarter of 2023, in addition to a regular dividend of $0.15 per share, we declared a supplemental dividend of $0.65 per share.
The accompanying notes are part of the consolidated financial statements.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
Table of Contents
| Footnote | Page | |||||||
| Note 1 | Presentation | 6 | ||||||
| Note 2 | New Accounting Standards | 6 | ||||||
| Note 3 | Revenue | 7 | ||||||
| Note 4 | Other Income/(Loss) | 9 | ||||||
| Note 5 | Income Taxes | 9 | ||||||
| Note 6 | Capital Stock and Earnings/(Loss) Per Share | 9 | ||||||
| Note 7 | Cash, Cash Equivalents, and Marketable Securities | 10 | ||||||
| Note 8 | Ford Credit Finance Receivables and Allowance for Credit Losses | 13 | ||||||
| Note 9 | Inventories | 17 | ||||||
| Note 10 | Other Investments | 17 | ||||||
| Note 11 | Goodwill | 17 | ||||||
| Note 12 | Other Liabilities and Deferred Revenue | 18 | ||||||
| Note 13 | Retirement Benefits | 19 | ||||||
| Note 14 | Debt | 20 | ||||||
| Note 15 | Derivative Financial Instruments and Hedging Activities | 21 | ||||||
| Note 16 | Employee Separation Actions and Exit and Disposal Activities | 23 | ||||||
| Note 17 | Acquisitions and Divestitures | 24 | ||||||
| Note 18 | Accumulated Other Comprehensive Income/(Loss) | 25 | ||||||
| Note 19 | Variable Interest Entities | 26 | ||||||
| Note 20 | Commitments and Contingencies | 27 | ||||||
| Note 21 | Segment Information | 30 |
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1. PRESENTATION
For purposes of this report, “Ford,” the “Company,” “we,” “our,” “us,” or similar references mean Ford Motor Company, our consolidated subsidiaries, and our consolidated VIEs of which we are the primary beneficiary, unless the context requires otherwise. We also make reference to Ford Motor Credit Company LLC, herein referenced to as Ford Credit. Our consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, instructions to the Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X. We reclassified certain prior year amounts in our consolidated financial statements to conform to the current year presentation.
In the opinion of management, these unaudited financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of our results of operations and financial condition for the periods, and at the dates, presented. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. Reference should be made to the financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K Report”).
NOTE 2. NEW ACCOUNTING STANDARDS
Adoption of New Accounting Standards
Accounting Standards Update (“ASU”) 2022-02, Financial Instruments – Credit Losses, Troubled Debt Restructurings and Vintage Disclosures. Effective January 1, 2023, we adopted the new standard, which eliminates the troubled debt recognition and measurement guidance and requires disclosure of current period gross charge-offs by year of origination (vintage disclosure). Adoption of the new standard did not have a material impact to our consolidated financial statements or financial statement disclosures.
ASU 2022-04, Liabilities – Supplier Finance Programs, Disclosure of Supplier Finance Program Obligations. Effective January 1, 2023, we adopted the new standard, which requires that entities that use supplier finance programs disclose information about the nature and potential magnitude of the programs, activity during the period, and changes from period to period.
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 do not provide any guarantees in connection with it. The outstanding amount of Ford receivables that suppliers elected to sell to the SCF financial institutions, reported in Payables, was $253 million and $269 million at December 31, 2022 and June 30, 2023, respectively. The amount settled through the SCF program during the second quarter and first half of 2023 was $485 million and $937 million, respectively.
We also adopted the following ASUs during 2023, none of which had a material impact to our consolidated financial statements or financial statement disclosures:
| ASU | Effective Date | ||||||||||
| 2022-01 | Derivatives and Hedging – Fair Value Hedging – Portfolio Layer Hedging | January 1, 2023 | |||||||||
| 2022-03 | Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions | January 1, 2023 | |||||||||
| 2018-12 | Targeted Improvements to the Accounting for Long Duration Contracts (and related amendments) | January 1, 2023 |
Accounting Standards Issued But Not Yet Adopted
ASUs issued but not yet adopted were assessed and determined to be not applicable or are not expected to have a material impact on our consolidated financial statements or financial statement disclosures.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 3. REVENUE
The following tables disaggregate our revenue by major source for the periods ended June 30 (in millions):
| Second Quarter 2022 | |||||||||||||||||
| Company excluding Ford Credit | Ford Credit | Consolidated | |||||||||||||||
| Vehicles, parts, and accessories | $ | 36,831 | $ | — | $ | 36,831 | |||||||||||
| Used vehicles | 373 | — | 373 | ||||||||||||||
| Services and other revenue (a) | 677 | 52 | 729 | ||||||||||||||
| Revenues from sales and services | 37,881 | 52 | 37,933 | ||||||||||||||
| Leasing income | 53 | 1,166 | 1,219 | ||||||||||||||
| Financing income | — | 1,026 | 1,026 | ||||||||||||||
| Insurance income | — | 12 | 12 | ||||||||||||||
| Total revenues | $ | 37,934 | $ | 2,256 | $ | 40,190 | |||||||||||
| Second Quarter 2023 | |||||||||||||||||
| Company excluding Ford Credit | Ford Credit | Consolidated | |||||||||||||||
| Vehicles, parts, and accessories | $ | 41,241 | $ | — | $ | 41,241 | |||||||||||
| Used vehicles | 457 | — | 457 | ||||||||||||||
| Services and other revenue (a) | 683 | 49 | 732 | ||||||||||||||
| Revenues from sales and services | 42,381 | 49 | 42,430 | ||||||||||||||
| Leasing income | 46 | 1,029 | 1,075 | ||||||||||||||
| Financing income | — | 1,426 | 1,426 | ||||||||||||||
| Insurance income | — | 23 | 23 | ||||||||||||||
| Total revenues | $ | 42,427 | $ | 2,527 | $ | 44,954 | |||||||||||
| First Half 2022 | |||||||||||||||||
| Company excluding Ford Credit | Ford Credit | Consolidated | |||||||||||||||
| Vehicles, parts, and accessories | $ | 67,822 | $ | — | $ | 67,822 | |||||||||||
| Used vehicles | 802 | — | 802 | ||||||||||||||
| Services and other revenue (a) | 1,399 | 71 | 1,470 | ||||||||||||||
| Revenues from sales and services | 70,023 | 71 | 70,094 | ||||||||||||||
| Leasing income | 106 | 2,377 | 2,483 | ||||||||||||||
| Financing income | — | 2,066 | 2,066 | ||||||||||||||
| Insurance income | — | 23 | 23 | ||||||||||||||
| Total revenues | $ | 70,129 | $ | 4,537 | $ | 74,666 | |||||||||||
| First Half 2023 | |||||||||||||||||
| Company excluding Ford Credit | Ford Credit | Consolidated | |||||||||||||||
| Vehicles, parts, and accessories | $ | 79,168 | $ | — | $ | 79,168 | |||||||||||
| Used vehicles | 926 | — | 926 | ||||||||||||||
| Services and other revenue (a) | 1,328 | 66 | 1,394 | ||||||||||||||
| Revenues from sales and services | 81,422 | 66 | 81,488 | ||||||||||||||
| Leasing income | 90 | 2,078 | 2,168 | ||||||||||||||
| Financing income | — | 2,727 | 2,727 | ||||||||||||||
| Insurance income | — | 45 | 45 | ||||||||||||||
| Total revenues | $ | 81,512 | $ | 4,916 | $ | 86,428 |
(a)Includes extended service contract revenue.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 3. REVENUE (Continued)
The amount of consideration we receive and revenue we recognize on our vehicles, parts, and accessories varies with changes in return rights and marketing incentives we offer to our customers and their customers. Estimates of marketing incentives are based on expected retail and fleet sales volumes, mix of products to be sold, and incentive programs to be offered. Customer acceptance of products and programs, as well as other market conditions, will impact these estimates. As a result of changes in our estimate of marketing incentives, we recorded an increase of $152 million in the second quarter of 2022 and a decrease of $3 million in the second quarter of 2023 related to revenue recognized in prior periods.
We had a balance of $4.4 billion and $4.6 billion of unearned revenue associated primarily with outstanding extended service contracts reported in Other liabilities and deferred revenue at December 31, 2022 and June 30, 2023, respectively*.* We expect to recognize approximately $800 million of the unearned amount in the remainder of 2023, $1.3 billion in 2024, and $2.5 billion thereafter. We recognized $352 million and $374 million of unearned amounts from prior years as revenue during the second quarter of 2022 and 2023, respectively, and $717 million and $754 million in the first half of 2022 and 2023, respectively.
Amounts paid to dealers to obtain extended service contracts are deferred and recorded as Other assets. We had a balance of $315 million and $320 million in deferred costs as of December 31, 2022 and June 30, 2023, respectively. We recognized $22 million and $25 million of amortization during the second quarter of 2022 and 2023, respectively, and $44 million and $51 million in the first half of 2022 and 2023, respectively.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 4. OTHER INCOME/(LOSS)
The amounts included in Other income/(loss), net for the periods ended June 30 were as follows (in millions):
| Second Quarter | First Half | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Net periodic pension and OPEB income/(cost), excluding service cost (Note 13) | $ | 430 | $ | (167) | $ | 889 | $ | (332) | |||||||||||||||
| Investment-related interest income | 89 | 372 | 150 | 720 | |||||||||||||||||||
| Interest income/(expense) on income taxes | 2 | (2) | 7 | (6) | |||||||||||||||||||
| Realized and unrealized gains/(losses) on cash equivalents, marketable securities, and other investments (a) | (2,520) | (112) | (7,974) | (163) | |||||||||||||||||||
| Gains/(Losses) on changes in investments in affiliates | (21) | 13 | (146) | 17 | |||||||||||||||||||
| Royalty income | 111 | 127 | 255 | 230 | |||||||||||||||||||
| Other | 86 | 24 | 146 | 13 | |||||||||||||||||||
| Total | $ | (1,823) | $ | 255 | $ | (6,673) | $ | 479 |
(a) Includes a $2.4 billion loss and a $6 million loss on our Rivian investment in the second quarter of 2022 and 2023, respectively, and a $7.9 billion loss and a $31 million loss in the first half of 2022 and 2023, respectively.
NOTE 5. INCOME TAXES
For interim tax reporting, we estimate one single effective tax rate for tax jurisdictions not subject to a valuation allowance, which is applied to the year-to-date ordinary income/(loss). Tax effects of significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur.
NOTE 6. CAPITAL STOCK AND EARNINGS/(LOSS) PER SHARE
Earnings/(Loss) Per Share Attributable to Ford Motor Company Common and Class B Stock
Basic and diluted earnings/(loss) per share were calculated using the following (in millions):
| Second Quarter | First Half | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Net income/(loss) attributable to Ford Motor Company | $ | 667 | $ | 1,917 | $ | (2,443) | $ | 3,674 | |||||||||||||||
| Basic and Diluted Shares | |||||||||||||||||||||||
| Basic shares (average shares outstanding) | 4,021 | 4,003 | 4,014 | 3,996 | |||||||||||||||||||
| Net dilutive options, unvested restricted stock units, unvested restricted stock shares, and convertible debt (a) | 31 | 38 | — | 39 | |||||||||||||||||||
| Diluted shares | 4,052 | 4,041 | 4,014 | 4,035 |
(a) In the first half of 2022, there were 43 million shares excluded from the calculation of diluted earnings/(loss) per share, due to their anti-dilutive effect.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 7. CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES
The fair values of cash, cash equivalents, and marketable securities measured at fair value on a recurring basis were as follows (in millions):
| December 31, 2022 | |||||||||||||||||||||||
| Fair Value Level | Company excluding Ford Credit | Ford Credit | Consolidated | ||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||
| U.S. government | 1 | $ | 3,295 | $ | 1,045 | $ | 4,340 | ||||||||||||||||
| U.S. government agencies | 2 | 2,245 | 150 | 2,395 | |||||||||||||||||||
| Non-U.S. government and agencies | 2 | 1,048 | 199 | 1,247 | |||||||||||||||||||
| Other cash equivalents | 2 | 10 | — | 10 | |||||||||||||||||||
| Corporate debt | 2 | 593 | 792 | 1,385 | |||||||||||||||||||
| Total marketable securities classified as cash equivalents | 7,191 | 2,186 | 9,377 | ||||||||||||||||||||
| Cash, time deposits, and money market funds | 7,550 | 8,207 | 15,757 | ||||||||||||||||||||
| Total cash and cash equivalents | $ | 14,741 | $ | 10,393 | $ | 25,134 | |||||||||||||||||
| Marketable securities | |||||||||||||||||||||||
| U.S. government | 1 | $ | 4,947 | $ | 187 | $ | 5,134 | ||||||||||||||||
| U.S. government agencies | 2 | 2,641 | 221 | 2,862 | |||||||||||||||||||
| Non-U.S. government and agencies | 2 | 2,625 | 658 | 3,283 | |||||||||||||||||||
| Corporate debt | 2 | 6,755 | 266 | 7,021 | |||||||||||||||||||
| Equities (a) | 1 | 223 | — | 223 | |||||||||||||||||||
| Other marketable securities | 2 | 252 | 161 | 413 | |||||||||||||||||||
| Total marketable securities | $ | 17,443 | $ | 1,493 | $ | 18,936 | |||||||||||||||||
| Restricted cash | $ | 79 | $ | 127 | $ | 206 | |||||||||||||||||
| June 30, 2023 | |||||||||||||||||||||||
| Fair Value Level | Company excluding Ford Credit | Ford Credit | Consolidated | ||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||
| U.S. government | 1 | $ | 4,038 | $ | 1,252 | $ | 5,290 | ||||||||||||||||
| U.S. government agencies | 2 | 3,055 | 650 | 3,705 | |||||||||||||||||||
| Non-U.S. government and agencies | 2 | 902 | 441 | 1,343 | |||||||||||||||||||
| Corporate debt | 2 | 539 | 756 | 1,295 | |||||||||||||||||||
| Total marketable securities classified as cash equivalents | 8,534 | 3,099 | 11,633 | ||||||||||||||||||||
| Cash, time deposits, and money market funds | 6,411 | 8,362 | 14,773 | ||||||||||||||||||||
| Total cash and cash equivalents | $ | 14,945 | $ | 11,461 | $ | 26,406 | |||||||||||||||||
| Marketable securities | |||||||||||||||||||||||
| U.S. government | 1 | $ | 4,612 | $ | 281 | $ | 4,893 | ||||||||||||||||
| U.S. government agencies | 2 | 2,361 | 319 | 2,680 | |||||||||||||||||||
| Non-U.S. government and agencies | 2 | 2,307 | 577 | 2,884 | |||||||||||||||||||
| Corporate debt | 2 | 5,245 | 271 | 5,516 | |||||||||||||||||||
| Equities (a) | 1 | 29 | — | 29 | |||||||||||||||||||
| Other marketable securities | 2 | 255 | 158 | 413 | |||||||||||||||||||
| Total marketable securities | $ | 14,809 | $ | 1,606 | $ | 16,415 | |||||||||||||||||
| Restricted cash | $ | 86 | $ | 131 | $ | 217 | |||||||||||||||||
(a)Includes $194 million of Rivian common shares valued at $18.43 per share as of December 31, 2022. In the second quarter of 2023, we sold the remaining 9.5 million of our Rivian common shares for about $141 million in total proceeds. Net unrealized gains/losses recognized during full year 2022 and the first half of 2023 on all equity securities held at December 31, 2022 and June 30, 2023 were a $968 million loss and de minimis, respectively.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 7. CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES (Continued)
The cash equivalents and marketable securities accounted for as available-for-sale (“AFS”) securities were as follows (in millions):
| December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||
| Fair Value of Securities with Contractual Maturities | |||||||||||||||||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Within 1 Year | After 1 Year through 5 Years | After 5 Years | |||||||||||||||||||||||||||||||||||
| Company excluding Ford Credit | |||||||||||||||||||||||||||||||||||||||||
| U.S. government | $ | 4,797 | $ | 1 | $ | (145) | $ | 4,653 | $ | 1,008 | $ | 3,645 | $ | — | |||||||||||||||||||||||||||
| U.S. government agencies | 2,508 | — | (119) | 2,389 | 1,244 | 1,109 | 36 | ||||||||||||||||||||||||||||||||||
| Non-U.S. government and agencies | 2,248 | — | (132) | 2,116 | 294 | 1,810 | 12 | ||||||||||||||||||||||||||||||||||
| Corporate debt | 7,511 | 6 | (197) | 7,320 | 3,117 | 4,195 | 8 | ||||||||||||||||||||||||||||||||||
| Other marketable securities | 246 | — | (9) | 237 | — | 181 | 56 | ||||||||||||||||||||||||||||||||||
| Total | $ | 17,310 | $ | 7 | $ | (602) | $ | 16,715 | $ | 5,663 | $ | 10,940 | $ | 112 | |||||||||||||||||||||||||||
| June 30, 2023 | |||||||||||||||||||||||||||||||||||||||||
| Fair Value of Securities with Contractual Maturities | |||||||||||||||||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Within 1 Year | After 1 Year through 5 Years | After 5 Years | |||||||||||||||||||||||||||||||||||
| Company excluding Ford Credit | |||||||||||||||||||||||||||||||||||||||||
| U.S. government | $ | 4,483 | $ | — | $ | (133) | $ | 4,350 | $ | 1,346 | $ | 2,995 | $ | 9 | |||||||||||||||||||||||||||
| U.S. government agencies | 2,210 | — | (96) | 2,114 | 936 | 1,158 | 20 | ||||||||||||||||||||||||||||||||||
| Non-U.S. government and agencies | 2,265 | — | (116) | 2,149 | 409 | 1,728 | 12 | ||||||||||||||||||||||||||||||||||
| Corporate debt | 5,907 | 3 | (157) | 5,753 | 1,445 | 4,295 | 13 | ||||||||||||||||||||||||||||||||||
| Other marketable securities | 233 | — | (8) | 225 | — | 172 | 53 | ||||||||||||||||||||||||||||||||||
| Total | $ | 15,098 | $ | 3 | $ | (510) | $ | 14,591 | $ | 4,136 | $ | 10,348 | $ | 107 |
Sales proceeds and gross realized gains/losses from the sale of AFS securities for the periods ended June 30 were as follows (in millions):
| Second Quarter | First Half | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Company excluding Ford Credit | |||||||||||||||||||||||
| Sales proceeds | $ | 1,118 | $ | 715 | $ | 5,122 | $ | 1,878 | |||||||||||||||
| Gross realized gains | 1 | — | 7 | 1 | |||||||||||||||||||
| Gross realized losses | 9 | 9 | 15 | 21 |
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 7. CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES (Continued)
The present fair values and gross unrealized losses for cash equivalents and marketable securities accounted for as AFS securities that were in an unrealized loss position, aggregated by investment category and the length of time that individual securities have been in a continuous loss position, were as follows (in millions):
| December 31, 2022 | |||||||||||||||||||||||||||||||||||
| Less than 1 Year | 1 Year or Greater | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||||||||||||||
| Company excluding Ford Credit | |||||||||||||||||||||||||||||||||||
| U.S. government | $ | 2,860 | $ | (52) | $ | 1,570 | $ | (93) | $ | 4,430 | $ | (145) | |||||||||||||||||||||||
| U.S. government agencies | 707 | (14) | 1,658 | (105) | 2,365 | (119) | |||||||||||||||||||||||||||||
| Non-U.S. government and agencies | 751 | (23) | 1,271 | (109) | 2,022 | (132) | |||||||||||||||||||||||||||||
| Corporate debt | 4,571 | (79) | 1,737 | (118) | 6,308 | (197) | |||||||||||||||||||||||||||||
| Other marketable securities | 123 | (4) | 108 | (5) | 231 | (9) | |||||||||||||||||||||||||||||
| Total | $ | 9,012 | $ | (172) | $ | 6,344 | $ | (430) | $ | 15,356 | $ | (602) | |||||||||||||||||||||||
| June 30, 2023 | |||||||||||||||||||||||||||||||||||
| Less than 1 Year | 1 Year or Greater | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||||||||||||||
| Company excluding Ford Credit | |||||||||||||||||||||||||||||||||||
| U.S. government | $ | 2,744 | $ | (41) | $ | 1,606 | $ | (92) | $ | 4,350 | $ | (133) | |||||||||||||||||||||||
| U.S. government agencies | 604 | (6) | 1,449 | (90) | 2,053 | (96) | |||||||||||||||||||||||||||||
| Non-U.S. government and agencies | 441 | (7) | 1,644 | (109) | 2,085 | (116) | |||||||||||||||||||||||||||||
| Corporate debt | 3,289 | (40) | 2,103 | (117) | 5,392 | (157) | |||||||||||||||||||||||||||||
| Other marketable securities | 77 | (2) | 144 | (6) | 221 | (8) | |||||||||||||||||||||||||||||
| Total | $ | 7,155 | $ | (96) | $ | 6,946 | $ | (414) | $ | 14,101 | $ | (510) |
We determine credit losses on AFS debt securities using the specific identification method. During the second quarter of 2023, we did not recognize any credit loss. The unrealized losses on securities are due to changes in interest rates and market liquidity.
Cash, Cash Equivalents, and Restricted Cash
Cash, cash equivalents, and restricted cash, as reported in the consolidated statements of cash flows, were as follows (in millions):
| December 31, 2022 | June 30, 2023 | ||||||||||
| Cash and cash equivalents | $ | 25,134 | $ | 26,406 | |||||||
| Restricted cash (a) | 206 | 217 | |||||||||
| Total cash, cash equivalents, and restricted cash | $ | 25,340 | $ | 26,623 |
(a)Included in Other assets in the non-current assets section of our consolidated balance sheets.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 8. FORD CREDIT FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES
Ford Credit manages finance receivables as “consumer” and “non-consumer” portfolios. The receivables are generally secured by the vehicles, inventory, or other property being financed.
Finance receivables are recorded at the time of origination or purchase at fair value and are subsequently reported at amortized cost, net of any allowance for credit losses.
For all finance receivables, Ford Credit defines “past due” as any payment, including principal and interest, that is at least 31 days past the contractual due date.
Ford Credit finance receivables, net were as follows (in millions):
| December 31, 2022 | June 30, 2023 | ||||||||||
| Consumer | |||||||||||
| Retail installment contracts, gross | $ | 66,954 | $ | 69,920 | |||||||
| Finance leases, gross | 6,765 | 7,256 | |||||||||
| Retail financing, gross | 73,719 | 77,176 | |||||||||
| Unearned interest supplements | (2,305) | (2,721) | |||||||||
| Consumer finance receivables | 71,414 | 74,455 | |||||||||
| Non-Consumer | |||||||||||
| Dealer financing | 18,054 | 21,542 | |||||||||
| Non-Consumer finance receivables | 18,054 | 21,542 | |||||||||
| Total recorded investment | $ | 89,468 | $ | 95,997 | |||||||
| Recorded investment in finance receivables | $ | 89,468 | $ | 95,997 | |||||||
| Allowance for credit losses | (845) | (873) | |||||||||
| Total finance receivables, net | $ | 88,623 | $ | 95,124 | |||||||
| Current portion | $ | 38,720 | $ | 42,557 | |||||||
| Non-current portion | 49,903 | 52,567 | |||||||||
| Total finance receivables, net | $ | 88,623 | $ | 95,124 | |||||||
| Net finance receivables subject to fair value (a) | $ | 82,200 | $ | 88,256 | |||||||
| Fair value (b) | 79,521 | 85,923 |
(a)Net finance receivables subject to fair value exclude finance leases.
(b)The fair value of finance receivables is categorized within Level 3 of the fair value hierarchy.
Ford Credit’s finance leases are comprised of sales-type and direct financing leases. Financing revenue from finance leases for the second quarter of 2022 and 2023 was $73 million and $91 million, respectively, and for the first half of 2022 and 2023 was $150 million and $174 million, respectively, and is included in Ford Credit revenues on our consolidated income statements.
At December 31, 2022 and June 30, 2023, accrued interest was $187 million and $218 million, respectively, which we report in Other assets in the current assets section of our consolidated balance sheets.
Included in the recorded investment in finance receivables at December 31, 2022 and June 30, 2023, were consumer receivables of $43.9 billion and $43.6 billion, respectively, and non-consumer receivables of $18.2 billion and $18.3 billion, respectively, (including Ford Blue, Ford Model e, and Ford Pro receivables sold to Ford Credit, which we report in Trade and other receivables) that have been sold for legal purposes in securitization transactions but continue to be reported in our consolidated financial statements. The receivables 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 or the claims of Ford Credit’s other creditors. 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.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 8. FORD CREDIT FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (Continued)
Credit Quality
Consumer Portfolio. Credit quality ratings for consumer receivables are based on Ford Credit’s aging analysis. Consumer receivables credit quality ratings are as follows:
*•*Pass – current to 60 days past due;
*•*Special Mention – 61 to 120 days past due and in intensified collection status; and
*•*Substandard – greater than 120 days past due and for which the uncollectible portion of the receivables has already been charged off, as measured using the fair value of collateral less costs to sell.
The credit quality analysis of consumer receivables at December 31, 2022 was as follows (in millions):
| Amortized Cost Basis by Origination Year | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Prior to 2018 | 2018 | 2019 | 2020 | 2021 | 2022 | Total | Percent | |||||||||||||||||||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 31 - 60 days past due | $ | 41 | $ | 60 | $ | 91 | $ | 181 | $ | 150 | $ | 126 | $ | 649 | 0.9 | % | ||||||||||||||||||||||||||||||||||
| 61 - 120 days past due | 9 | 12 | 20 | 39 | 40 | 29 | 149 | 0.2 | ||||||||||||||||||||||||||||||||||||||||||
| Greater than 120 days past due | 9 | 4 | 5 | 7 | 7 | 6 | 38 | 0.1 | ||||||||||||||||||||||||||||||||||||||||||
| Total past due | 59 | 76 | 116 | 227 | 197 | 161 | 836 | 1.2 | ||||||||||||||||||||||||||||||||||||||||||
| Current | 883 | 2,563 | 6,137 | 13,844 | 18,357 | 28,794 | 70,578 | 98.8 | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 942 | $ | 2,639 | $ | 6,253 | $ | 14,071 | $ | 18,554 | $ | 28,955 | $ | 71,414 | 100.0 | % |
The credit quality analysis of consumer receivables at June 30, 2023 was as follows (in millions):
| Amortized Cost Basis by Origination Year | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Prior to 2019 | 2019 | 2020 | 2021 | 2022 | 2023 | Total | Percent | |||||||||||||||||||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 31 - 60 days past due | $ | 61 | $ | 62 | $ | 141 | $ | 127 | $ | 156 | $ | 45 | $ | 592 | 0.8 | % | ||||||||||||||||||||||||||||||||||
| 61 - 120 days past due | 11 | 13 | 32 | 34 | 44 | 13 | 147 | 0.2 | ||||||||||||||||||||||||||||||||||||||||||
| Greater than 120 days past due | 10 | 4 | 8 | 9 | 9 | 1 | 41 | — | ||||||||||||||||||||||||||||||||||||||||||
| Total past due | 82 | 79 | 181 | 170 | 209 | 59 | 780 | 1.0 | ||||||||||||||||||||||||||||||||||||||||||
| Current | 1,860 | 4,085 | 10,430 | 14,654 | 24,580 | 18,066 | 73,675 | 99.0 | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 1,942 | $ | 4,164 | $ | 10,611 | $ | 14,824 | $ | 24,789 | $ | 18,125 | $ | 74,455 | 100.0 | % | ||||||||||||||||||||||||||||||||||
| Gross charge-offs | $ | 27 | $ | 20 | $ | 37 | $ | 40 | $ | 48 | $ | 2 | $ | 174 |
Non-Consumer Portfolio. The credit quality of dealer financing receivables is evaluated based on Ford Credit’s internal dealer risk rating analysis. Ford Credit uses a proprietary model to assign each dealer a risk rating. This model uses historical dealer performance data to identify key factors about a dealer that are considered most significant in predicting a dealer’s ability to meet its financial obligations. Ford Credit also considers numerous other financial and qualitative factors of the dealer’s operations, including capitalization and leverage, liquidity and cash flow, profitability, and credit history with Ford Credit and other creditors.
Dealers are assigned to one of four groups according to risk ratings as follows:
-
Group I – strong to superior financial metrics;
-
Group II – fair to favorable financial metrics;
-
Group III – marginal to weak financial metrics; and
-
Group IV – poor financial metrics, including dealers classified as uncollectible.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 8. FORD CREDIT FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (Continued)
The credit quality analysis of dealer financing receivables at December 31, 2022 was as follows (in millions):
| Amortized Cost Basis by Origination Year | Wholesale Loans | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dealer Loans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prior to 2018 | 2018 | 2019 | 2020 | 2021 | 2022 | Total | Total | Percent | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Group I | $ | 402 | $ | 148 | $ | 35 | $ | 67 | $ | 185 | $ | 224 | $ | 1,061 | $ | 13,888 | $ | 14,949 | 82.8 | % | ||||||||||||||||||||||||||||||||||||||||||
| Group II | 2 | 21 | — | 5 | 2 | 42 | 72 | 2,751 | 2,823 | 15.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Group III | — | — | — | — | — | 10 | 10 | 233 | 243 | 1.4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Group IV | — | — | 1 | — | — | 3 | 4 | 35 | 39 | 0.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total (a) | $ | 404 | $ | 169 | $ | 36 | $ | 72 | $ | 187 | $ | 279 | $ | 1,147 | $ | 16,907 | $ | 18,054 | 100.0 | % |
(a)Total past due dealer financing receivables at December 31, 2022 were $9 million.
The credit quality analysis of dealer financing receivables at June 30, 2023 was as follows (in millions):
| Amortized Cost Basis by Origination Year | Wholesale Loans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dealer Loans | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prior to 2019 | 2019 | 2020 | 2021 | 2022 | 2023 | Total | Total | Percent | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Group I | $ | 520 | $ | 32 | $ | 67 | $ | 165 | $ | 83 | $ | 247 | $ | 1,114 | $ | 17,488 | $ | 18,602 | 86.4 | % | |||||||||||||||||||||||||||||||||||||||
| Group II | 2 | — | 1 | 2 | 3 | 57 | 65 | 2,504 | 2,569 | 11.9 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Group III | — | — | 1 | — | 1 | 6 | 8 | 301 | 309 | 1.4 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Group IV | — | 1 | — | — | — | 3 | 4 | 58 | 62 | 0.3 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total (a) | $ | 522 | $ | 33 | $ | 69 | $ | 167 | $ | 87 | $ | 313 | $ | 1,191 | $ | 20,351 | $ | 21,542 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||
| Gross charge-offs | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — |
(a)Total past due dealer financing receivables at June 30, 2023 were $4 million.
Non-Accrual of Revenue. The accrual of financing revenue is discontinued at the time a receivable is determined to be uncollectible or when it is 90 days past due. Accounts may be restored to accrual status only when a customer settles all past-due deficiency balances and future payments are reasonably assured. For receivables in non-accrual status, subsequent financing revenue is recognized only to the extent a payment is received. Payments are generally applied first to outstanding interest and then to the unpaid principal balance.
Loan Modifications. Consumer and non-consumer receivables that have a modified interest rate and/or a term extension (including receivables that were modified in reorganization proceedings pursuant to the U.S. Bankruptcy Code) are typically considered to be loan modifications. Ford Credit does not grant modifications to the principal balance of the receivables. If a receivable is modified in a reorganization proceeding, all payment requirements of the reorganization plan need to be met before remaining balances are forgiven.
The use of interest rate modifications and term extensions helps Ford Credit mitigate financial loss. Term extensions may assist in cases where Ford Credit believes the customer will recover from short-term financial difficulty and resume regularly scheduled payments. The effect of most loan modifications made to borrowers experiencing financial difficulty is included in the historical trends used to measure the allowance for credit losses. A loan modification that improves the delinquency status of a borrower reduces the probability of default, which results in a lower allowance for credit losses. At June 30, 2023, an insignificant portion of Ford Credit's total finance receivables portfolio had been granted a loan modification, and these modifications are generally treated as a continuation of the existing loan.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 8. FORD CREDIT FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (Continued)
Allowance for Credit Losses
The allowance for credit losses represents an estimate of the lifetime expected credit losses inherent in finance receivables as of the balance sheet date. The adequacy of the allowance for credit losses is assessed quarterly.
Adjustments to the allowance for credit losses are made by recording charges to Ford Credit interest, operating, and other expenses on our consolidated income statements. The uncollectible portion of a finance receivable is charged to the allowance for credit losses at the earlier of when an account is deemed to be uncollectible or when an account is 120 days delinquent, taking into consideration the financial condition of the customer or borrower, the value of the collateral, recourse to guarantors, and other factors*.*
Charge-offs on finance receivables include uncollected amounts related to principal, interest, late fees, and other allowable charges. Recoveries on finance receivables previously charged off as uncollectible are credited to the allowance for credit losses. In the event Ford Credit repossesses the collateral, the receivable is charged off and the collateral is recorded at its estimated fair value less costs to sell and reported in Other assets on our consolidated balance sheets.
An analysis of the allowance for credit losses related to finance receivables for the periods ended June 30 was as follows (in millions):
| Second Quarter 2022 | First Half 2022 | ||||||||||||||||||||||||||||||||||
| Consumer | Non-Consumer | Total | Consumer | Non-Consumer | Total | ||||||||||||||||||||||||||||||
| Allowance for credit losses | |||||||||||||||||||||||||||||||||||
| Beginning balance | $ | 826 | $ | 19 | $ | 845 | $ | 903 | $ | 22 | $ | 925 | |||||||||||||||||||||||
| Charge-offs | (61) | (1) | (62) | (123) | (1) | (124) | |||||||||||||||||||||||||||||
| Recoveries | 44 | 1 | 45 | 87 | 2 | 89 | |||||||||||||||||||||||||||||
| Provision for/(Benefit from) credit losses | (48) | (8) | (56) | (107) | (13) | (120) | |||||||||||||||||||||||||||||
| Other (a) | (7) | (2) | (9) | (6) | (1) | (7) | |||||||||||||||||||||||||||||
| Ending balance | $ | 754 | $ | 9 | $ | 763 | $ | 754 | $ | 9 | $ | 763 |
| Second Quarter 2023 | First Half 2023 | ||||||||||||||||||||||||||||||||||
| Consumer | Non-Consumer | Total | Consumer | Non-Consumer | Total | ||||||||||||||||||||||||||||||
| Allowance for credit losses | |||||||||||||||||||||||||||||||||||
| Beginning balance | $ | 863 | $ | 7 | $ | 870 | $ | 838 | $ | 7 | $ | 845 | |||||||||||||||||||||||
| Charge-offs | (78) | — | (78) | (174) | — | (174) | |||||||||||||||||||||||||||||
| Recoveries | 38 | — | 38 | 76 | 1 | 77 | |||||||||||||||||||||||||||||
| Provision for/(Benefit from) credit losses | 40 | — | 40 | 118 | (1) | 117 | |||||||||||||||||||||||||||||
| Other (a) | 3 | — | 3 | 8 | — | 8 | |||||||||||||||||||||||||||||
| Ending balance | $ | 866 | $ | 7 | $ | 873 | $ | 866 | $ | 7 | $ | 873 |
(a) Primarily represents amounts related to translation adjustments.
During the second quarter and first half of 2023, the allowance for credit losses increased $3 million and $28 million, respectively, driven by an increase in Ford Credit finance receivables. Net charge-offs increased from a year ago reflecting normalization from extraordinarily low levels. The impact of higher inflation and higher interest rates on future credit losses remains uncertain. Ford Credit will continue to monitor economic trends and conditions and portfolio performance and will adjust the reserve accordingly.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 9. INVENTORIES
Inventories were as follows (in millions):
| December 31, 2022 | June 30, 2023 | ||||||||||
| Raw materials, work-in-process, and supplies | $ | 5,997 | $ | 6,325 | |||||||
| Finished products | 8,083 | 11,378 | |||||||||
| Total inventories | $ | 14,080 | $ | 17,703 |
Our finished product inventory at June 30, 2023 was higher than at December 31, 2022, reflecting higher in-transit and in-plant inventory.
NOTE 10. OTHER INVESTMENTS
We have investments in entities not accounted for under the equity method for which fair values are not readily available. We record these investments at cost (less impairment, if any), adjusted for observable price changes in orderly transactions for the identical or a similar investment of the same issuer. We report the carrying value of these investments in Other assets in the non-current assets section of our consolidated balance sheets. These investments were $384 million and $261 million at December 31, 2022 and June 30, 2023, respectively. The cumulative net unrealized gain from adjustments related to Other Investments held at June 30, 2023 was $12 million.
NOTE 11. GOODWILL
The net carrying amount of goodwill was $603 million and $608 million at December 31, 2022 and June 30, 2023, respectively, and is reported in Other assets in the non-current assets section of our consolidated balance sheets.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 12. OTHER LIABILITIES AND DEFERRED REVENUE
Other liabilities and deferred revenue were as follows (in millions):
| December 31, 2022 | June 30, 2023 | ||||||||||
| Current | |||||||||||
| Dealer and dealers’ customer allowances and claims | $ | 9,219 | $ | 11,121 | |||||||
| Deferred revenue | 2,404 | 2,679 | |||||||||
| Employee benefit plans | 2,020 | 1,828 | |||||||||
| Accrued interest | 935 | 1,050 | |||||||||
| Operating lease liabilities | 404 | 413 | |||||||||
| OPEB (a) | 329 | 330 | |||||||||
| Pension (a) | 196 | 198 | |||||||||
| Other (b) | 5,590 | 6,306 | |||||||||
| Total current other liabilities and deferred revenue | $ | 21,097 | $ | 23,925 | |||||||
| Non-current | |||||||||||
| Dealer and dealers’ customer allowances and claims | $ | 6,095 | $ | 6,168 | |||||||
| Pension (a) | 5,673 | 5,931 | |||||||||
| OPEB (a) | 4,130 | 4,077 | |||||||||
| Deferred revenue | 4,883 | 4,877 | |||||||||
| Operating lease liabilities | 1,101 | 1,201 | |||||||||
| Employee benefit plans | 834 | 783 | |||||||||
| Other (b) | 2,781 | 2,717 | |||||||||
| Total non-current other liabilities and deferred revenue | $ | 25,497 | $ | 25,754 |
(a)Balances at June 30, 2023 reflect pension and OPEB liabilities at December 31, 2022, updated for: service and interest cost; expected return on assets; curtailments, settlements, and associated interim remeasurement (where applicable); separation expense; actual benefit payments; and cash contributions. The discount rate and rate of expected return assumptions are unchanged from year-end 2022. Included in Other assets are pension assets of $5.7 billion and $6.0 billion at December 31, 2022 and June 30, 2023, respectively.
(b)Includes current derivative liabilities of $1.3 billion and $1.5 billion at December 31, 2022 and June 30, 2023, respectively. Includes non-current derivative liabilities of $1.7 billion and $1.5 billion at December 31, 2022 and June 30, 2023, respectively (see Note 15).
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 13. RETIREMENT BENEFITS
Defined Benefit Plans - Expense
The pre-tax net periodic benefit cost/(income) for our defined benefit pension and OPEB plans for the periods ended June 30 were as follows (in millions):
| Second Quarter | |||||||||||||||||||||||||||||||||||
| Pension Benefits | |||||||||||||||||||||||||||||||||||
| U.S. Plans | Non-U.S. Plans | Worldwide OPEB | |||||||||||||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||||||||||||
| Service cost | $ | 125 | $ | 75 | $ | 107 | $ | 61 | $ | 11 | $ | 6 | |||||||||||||||||||||||
| Interest cost | 264 | 405 | 133 | 242 | 37 | 57 | |||||||||||||||||||||||||||||
| Expected return on assets | (643) | (480) | (259) | (223) | — | — | |||||||||||||||||||||||||||||
| Amortization of prior service costs/(credits) | 1 | — | 5 | 5 | — | 1 | |||||||||||||||||||||||||||||
| Net remeasurement (gain)/loss | — | 81 | 16 | 8 | — | — | |||||||||||||||||||||||||||||
| Separation programs/other | 7 | 10 | 10 | 57 | (1) | — | |||||||||||||||||||||||||||||
| Settlements and curtailments | — | 3 | — | 1 | — | — | |||||||||||||||||||||||||||||
| Net periodic benefit cost/(income) | $ | (246) | $ | 94 | $ | 12 | $ | 151 | $ | 47 | $ | 64 | |||||||||||||||||||||||
| First Half | |||||||||||||||||||||||||||||||||||
| Pension Benefits | |||||||||||||||||||||||||||||||||||
| U.S. Plans | Non-U.S. Plans | Worldwide OPEB | |||||||||||||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||||||||||||
| Service cost | $ | 250 | $ | 147 | $ | 218 | $ | 122 | $ | 21 | $ | 11 | |||||||||||||||||||||||
| Interest cost | 527 | 813 | 267 | 479 | 74 | 115 | |||||||||||||||||||||||||||||
| Expected return on assets | (1,285) | (966) | (527) | (442) | — | — | |||||||||||||||||||||||||||||
| Amortization of prior service costs/(credits) | 1 | — | 12 | 10 | (1) | 2 | |||||||||||||||||||||||||||||
| Net remeasurement (gain)/loss | — | 194 | 16 | 8 | — | — | |||||||||||||||||||||||||||||
| Separation programs/other | 11 | 12 | 17 | 61 | (1) | — | |||||||||||||||||||||||||||||
| Settlements and curtailments | — | 45 | — | 1 | — | — | |||||||||||||||||||||||||||||
| Net periodic benefit cost/(income) | $ | (496) | $ | 245 | $ | 3 | $ | 239 | $ | 93 | $ | 128 |
The service cost component is included in Cost of sales and Selling, administrative, and other expenses. Other components of net periodic benefit cost/(income) are included in Other income/(loss), net on our consolidated income statements.
In the second quarter and first half of 2023, we paid lump sums for two of our pension plans, which resulted in a remeasurement of $89 million and $202 million, respectively, and settlement expenses of $4 million and $46 million, respectively.
Pension Plan Contributions
During 2023, we continue to expect to contribute between $500 million and $600 million of cash to our global funded pension plans. We also expect to make about $400 million of benefit payments to participants in unfunded plans. In the first half of 2023, we contributed $234 million to our global funded pension plans and made $199 million of benefit payments to participants in unfunded plans.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 14. DEBT
The carrying value of Company debt excluding Ford Credit and Ford Credit debt was as follows (in millions):
| December 31, 2022 | June 30, 2023 | ||||||||||
| Company excluding Ford Credit | |||||||||||
| Debt payable within one year | |||||||||||
| Short-term | $ | 359 | $ | 256 | |||||||
| Long-term payable within one year | |||||||||||
| Other debt (including finance leases) | 372 | 154 | |||||||||
| Unamortized (discount)/premium | (1) | — | |||||||||
| Total debt payable within one year | 730 | 410 | |||||||||
| Long-term debt payable after one year | |||||||||||
| Public unsecured debt securities | 14,935 | 14,935 | |||||||||
| Convertible notes (a) | 2,300 | 2,300 | |||||||||
| U.K. Export Finance Program | 1,654 | 1,739 | |||||||||
| Other debt (including finance leases) | 682 | 547 | |||||||||
| Unamortized (discount)/premium | (180) | (170) | |||||||||
| Unamortized issuance costs | (191) | (182) | |||||||||
| Total long-term debt payable after one year | 19,200 | 19,169 | |||||||||
| Total Company excluding Ford Credit | $ | 19,930 | $ | 19,579 | |||||||
| Fair value of Company debt excluding Ford Credit (b) | $ | 18,557 | $ | 19,224 | |||||||
| Ford Credit | |||||||||||
| Debt payable within one year | |||||||||||
| Short-term | $ | 19,624 | $ | 19,405 | |||||||
| Long-term payable within one year | |||||||||||
| Unsecured debt | 7,980 | 9,447 | |||||||||
| Asset-backed debt | 21,839 | 20,077 | |||||||||
| Unamortized (discount)/premium | — | — | |||||||||
| Unamortized issuance costs | (13) | (15) | |||||||||
| Fair value adjustments (c) | 4 | 17 | |||||||||
| Total debt payable within one year | 49,434 | 48,931 | |||||||||
| Long-term debt payable after one year | |||||||||||
| Unsecured debt | 39,620 | 44,377 | |||||||||
| Asset-backed debt | 31,840 | 32,280 | |||||||||
| Unamortized (discount)/premium | 23 | 15 | |||||||||
| Unamortized issuance costs | (184) | (231) | |||||||||
| Fair value adjustments (c) | (1,694) | (1,715) | |||||||||
| Total long-term debt payable after one year | 69,605 | 74,726 | |||||||||
| Total Ford Credit | $ | 119,039 | $ | 123,657 | |||||||
| Fair value of Ford Credit debt (b) | $ | 117,214 | $ | 122,954 |
(a)As of June 30, 2023, each $1,000 principal amount of the notes will be convertible into 63.8801 shares of our Common Stock, which is equivalent to a conversion price of approximately $15.65 per share. We recognized issuance cost amortization of $2 million and $3 million during the second quarter and first half of 2022, respectively, and $2 million and $3 million during the second quarter and first half of 2023, respectively.
(b)At December 31, 2022 and June 30, 2023, the fair value of debt includes $359 million and $256 million of Company excluding Ford Credit short-term debt, respectively, and $16.9 billion and $16.2 billion of Ford Credit short-term debt, respectively, carried at cost, which approximates fair value. All other debt is categorized within Level 2 of the fair value hierarchy.
(c)These adjustments are related to hedging activity and include discontinued hedging relationship adjustments of $31 million and $(339) million at December 31, 2022 and June 30, 2023, respectively. The carrying value of hedged debt was $33.3 billion and $38.0 billion at December 31, 2022 and June 30, 2023, respectively.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 15. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
In the normal course of business, our operations are exposed to global market risks, including the effect of changes in foreign currency exchange rates, certain commodity prices, and interest rates. To manage these risks, we enter into highly effective derivative contracts. We have elected to apply hedge accounting to certain derivatives. Derivatives that are designated in hedging relationships are evaluated for effectiveness using regression analysis at the time they are designated and throughout the hedge period. Some derivatives do not qualify for hedge accounting; for others, we elect not to apply hedge accounting.
Income Effect of Derivative Financial Instruments
The gains/(losses), by hedge designation, reported in income for the periods ended June 30 were as follows (in millions):
| Second Quarter | First Half | ||||||||||||||||||||||
| Cash flow hedges | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||
| Reclassified from AOCI to Cost of sales | |||||||||||||||||||||||
| Foreign currency exchange contracts (a) | $ | (90) | $ | 64 | $ | (180) | $ | 90 | |||||||||||||||
| Commodity contracts (b) | 84 | (15) | 142 | (24) | |||||||||||||||||||
| Fair value hedges | |||||||||||||||||||||||
| Interest rate contracts | |||||||||||||||||||||||
| Net interest settlements and accruals on hedging instruments | 25 | (130) | 101 | (270) | |||||||||||||||||||
| Fair value changes on hedging instruments | (336) | (316) | (1,322) | (66) | |||||||||||||||||||
| Fair value changes on hedged debt | 385 | 292 | 1,376 | 13 | |||||||||||||||||||
| Cross-currency interest rate swap contracts | |||||||||||||||||||||||
| Net interest settlements and accruals on hedging instruments | (6) | (19) | (9) | (33) | |||||||||||||||||||
| Fair value changes on hedging instruments | (61) | (24) | (98) | (2) | |||||||||||||||||||
| Fair value changes on hedged debt | 65 | 22 | 106 | 3 | |||||||||||||||||||
| Derivatives not designated as hedging instruments | |||||||||||||||||||||||
| Foreign currency exchange contracts (c) | 127 | 25 | 81 | 22 | |||||||||||||||||||
| Cross-currency interest rate swap contracts | (443) | (60) | (670) | 25 | |||||||||||||||||||
| Interest rate contracts | 89 | 109 | 212 | 97 | |||||||||||||||||||
| Commodity contracts | (140) | (45) | (31) | (56) | |||||||||||||||||||
| Total | $ | (301) | $ | (97) | $ | (292) | $ | (201) |
(a)For the second quarter and first half of 2022, a $234 million gain and a $106 million gain, respectively, were reported in Other comprehensive income/(loss), net of tax. For the second quarter and first half of 2023, a $328 million loss and a $391 million loss, respectively, were reported in Other comprehensive income/(loss), net of tax.
(b)For the second quarter and first half of 2022, a $360 million loss and a $76 million loss, respectively, were reported in Other comprehensive income/(loss), net of tax. For the second quarter and first half of 2023, a $108 million loss and a $100 million loss, respectively, were reported in Other comprehensive income/(loss), net of tax.
(c)For the second quarter and first half of 2022, a $100 million gain and a $56 million gain, respectively, were reported in Cost of sales, and a $27 million gain and a $25 million gain, respectively, were reported in Other income/(loss), net. For the second quarter and first half of 2023, a $32 million gain and a $51 million gain, respectively, were reported in Cost of sales, and a $7 million loss and a $29 million loss, respectively, were reported in Other income/(loss), net.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 15. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Continued)
Balance Sheet Effect of Derivative Financial Instruments
Derivative assets and liabilities are reported on our consolidated balance sheets at fair value and are presented on a gross basis. The notional amounts of the derivative instruments do not necessarily represent amounts exchanged by the parties and are not a direct measure of our financial exposure. We also enter into master agreements with counterparties that may allow for netting of exposures in the event of default or breach of the counterparty agreement. Collateral represents cash received or paid under reciprocal arrangements that we have entered into with our derivative counterparties, which we do not use to offset our derivative assets and liabilities.
The fair value of our derivative instruments and the associated notional amounts were as follows (in millions):
| December 31, 2022 | June 30, 2023 | ||||||||||||||||||||||||||||||||||
| Notional | Fair Value of Assets | Fair Value of Liabilities | Notional | Fair Value of Assets | Fair Value of Liabilities | ||||||||||||||||||||||||||||||
| Cash flow hedges | |||||||||||||||||||||||||||||||||||
| Foreign currency exchange contracts | $ | 11,536 | $ | 376 | $ | 52 | $ | 17,886 | $ | 111 | $ | 284 | |||||||||||||||||||||||
| Commodity contracts | 990 | 16 | 56 | 1,033 | — | 118 | |||||||||||||||||||||||||||||
| Fair value hedges | |||||||||||||||||||||||||||||||||||
| Interest rate contracts | 16,883 | — | 1,653 | 16,454 | — | 1,266 | |||||||||||||||||||||||||||||
| Cross-currency interest rate swap contracts | 885 | — | 161 | 2,078 | 5 | 145 | |||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | |||||||||||||||||||||||||||||||||||
| Foreign currency exchange contracts | 20,851 | 162 | 285 | 20,780 | 170 | 143 | |||||||||||||||||||||||||||||
| Cross-currency interest rate swap contracts | 6,635 | 15 | 653 | 6,416 | 54 | 476 | |||||||||||||||||||||||||||||
| Interest rate contracts | 63,210 | 931 | 483 | 64,142 | 938 | 908 | |||||||||||||||||||||||||||||
| Commodity contracts | 841 | 26 | 35 | 1,003 | 6 | 70 | |||||||||||||||||||||||||||||
| Total derivative financial instruments, gross (a) (b) | $ | 121,831 | $ | 1,526 | $ | 3,378 | $ | 129,792 | $ | 1,284 | $ | 3,410 | |||||||||||||||||||||||
| Current portion | $ | 1,101 | $ | 1,656 | $ | 925 | $ | 1,914 | |||||||||||||||||||||||||||
| Non-current portion | 425 | 1,722 | 359 | 1,496 | |||||||||||||||||||||||||||||||
| Total derivative financial instruments, gross | $ | 1,526 | $ | 3,378 | $ | 1,284 | $ | 3,410 |
(a)At December 31, 2022 and June 30, 2023, we held collateral of $210 million and $174 million, respectively, and we posted collateral of $201 million and $278 million, respectively.
(b)At December 31, 2022 and June 30, 2023, the fair value of assets and liabilities available for counterparty netting was $451 million and $512 million, respectively. All derivatives are categorized within Level 2 of the fair value hierarchy.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 16. EMPLOYEE SEPARATION ACTIONS AND EXIT AND DISPOSAL ACTIVITIES
We generally record costs associated with voluntary separations at the time of employee acceptance. We record costs associated with involuntary separation programs when management has approved the plan for separation, the affected employees are identified, and it is unlikely that actions required to complete the separation plan will change significantly. Costs associated with benefits that are contingent on the employee continuing to provide service are accrued over the required service period.
Company Excluding Ford Credit
Employee separation actions and exit and disposal activities include employee separation costs, facility and other asset-related charges (e.g., impairment, accelerated depreciation), dealer and supplier payments, other statutory and contractual obligations, and other expenses, which are recorded in Cost of sales and Selling, administrative, and other expenses. Below are actions that have been initiated:
-
Brazil. Exited manufacturing operations in 2021 resulting in the closure of facilities in Camaçari, Taubaté, and Troller. A sale of the Taubaté plant was completed in the second quarter of 2023
-
India. Ceased vehicle manufacturing in Sanand in the fourth quarter of 2021 and ceased manufacturing in Chennai in the third quarter of 2022. A sale of the Sanand vehicle assembly and powertrain plants was completed in the first quarter of 2023 (see Note 17)
-
Spain. Ceased production of the Mondeo at the Valencia plant in the first quarter of 2022
-
China. Ceased development of certain product programs in the first half of 2023
In addition, we are continuing to reduce our global workforce and take other restructuring actions, including the separation of salaried workers as announced in the first half of 2023.
The following table summarizes the activities for the periods ended June 30, which are recorded in Other liabilities and deferred revenue (in millions):
| Second Quarter | First Half | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Beginning balance | $ | 829 | $ | 1,126 | $ | 950 | $ | 588 | |||||||||||||||
| Changes in accruals (a) | 50 | 290 | 116 | 919 | |||||||||||||||||||
| Payments | (146) | (112) | (351) | (195) | |||||||||||||||||||
| Foreign currency translation | (42) | (27) | (24) | (35) | |||||||||||||||||||
| Ending balance | $ | 691 | $ | 1,277 | $ | 691 | $ | 1,277 |
(a)Excludes pension costs of $9 million and $55 million in the second quarter of 2022 and 2023, respectively, and $16 million and $59 million in the first half of 2022 and 2023, respectively.
We recorded $43 million and $2 million in the second quarter of 2022 and 2023, respectively, and $66 million and $50 million in the first half of 2022 and 2023, respectively, for accelerated depreciation and other non-cash items. In addition, we recognized a $6 million and $38 million pre-tax net gain on sale of assets in the second quarter and first half of 2022, respectively, and a $19 million pre-tax net gain in both the second quarter and first half of 2023.
We recorded costs of $160 million and $1 billion in the first half of 2022 and 2023, respectively, related to the actions above. We estimate that we will incur total charges in 2023 that range between $1.5 billion and $2 billion related to such actions, primarily attributable to employee separations and supplier settlements. We continue to review our global businesses and may take additional restructuring actions where a path to sustained profitability is not feasible when considering the capital allocation required for those businesses.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 16. EMPLOYEE SEPARATION ACTIONS AND EXIT AND DISPOSAL ACTIVITIES (Continued)
Ford Credit
Accumulated foreign currency translation losses included in Accumulated other comprehensive income/(loss) at June 30, 2023 of $223 million are associated with Ford Credit’s investments in Brazil and Argentina that have ceased operations. We expect to reclassify these losses to income upon substantially complete liquidation of Ford Credit’s investments, which may occur over multiple reporting periods. In the second quarter and first half of 2022, we reclassified losses of $36 million and $155 million, respectively, to Other income/(loss), net, upon the liquidation of three investments in Brazil. Although the timing for the completion of the remaining actions is uncertain, we expect the majority of losses to be recognized in 2024 or later.
NOTE 17. ACQUISITIONS AND DIVESTITURES
Company Excluding Ford Credit
Argo AI, LLC (“Argo AI”). In October 2022, Ford and Volkswagen AG (“VW”), who held equal interests that together comprised a majority ownership of Argo AI, initiated the process of exiting the joint development of highly automated driving technology (L4) through Argo AI. At December 31, 2022, the carrying value of our equity method investment in Argo AI was $0, and we had $65 million in Other liabilities and deferred revenue related to our funding commitment for our share of Argo AI’s expenses previously incurred. Argo AI is in the process of winding down operations, and in the second quarter of 2023, we settled our expected funding commitment.
Sanand, India (“Sanand”) Plants. In the third quarter of 2022, we entered into an agreement to sell our Sanand vehicle assembly and powertrain plants to Tata Passenger Electric Mobility Limited (“Tata”), a subsidiary of Tata Motors Limited. The sale transaction included the land, buildings, and other fixed assets (excluding the powertrain machinery and equipment) for the plants. We recognized, in Cost of sales, pre-tax impairment charges of $32 million in the third quarter of 2022 to adjust the carrying value of the assets to fair value less costs to sell. We determined fair value using the market approach, based on the negotiated value of the assets. Accordingly, we reported $88 million of fixed assets for this operation as held for sale for the period ended December 31, 2022, which we report in Other assets in the current assets section of our consolidated balance sheets.
On January 10, 2023, we completed the sale of the plants to Tata. Ford will continue to operate the powertrain facility by leasing back the associated land and building. As a result of the sale transaction, we derecognized the fixed assets and recognized the powertrain facility operating lease right-of-use asset and related lease liability in the first quarter of 2023. The fair value of the cash consideration received approximated the carrying value of the fixed assets at the time of sale.
Ford Romania S.R.L. (“Ford Romania”). On July 1, 2022, we completed the sale of Ford Romania, our wholly-owned Romanian manufacturing subsidiary, to Ford Otosan, a joint venture in which Ford has a 41% ownership share. The transaction resulted in deconsolidation of our Ford Romania subsidiary in the third quarter of 2022. The fair value of consideration received, consisting of cash and a note receivable, approximated the carrying value of Ford Romania at the time of sale. The Ford Romania plant in Craiova, Romania will continue to manufacture Ford-branded vehicles for Ford and Ford Otosan. Ford’s portion of the output is expected to be significant; as a result, at the time of the sale there were about $100 million of assets, such as embedded leases, and related liabilities that continue to be reported as part of our financial statements.
Skinny Labs Inc., dba Spin (“Spin”). On April 1, 2022, we completed the sale of Spin, our wholly-owned micro-mobility provider, to TIER Mobility SE, a German-based micro-mobility provider, which resulted in the deconsolidation of our Spin subsidiary in the second quarter of 2022. In exchange for our shares of Spin, we received preferred equity in TIER Mobility SE.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 18. ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
The changes in the balances for each component of accumulated other comprehensive income/(loss) attributable to Ford Motor Company for the periods ended June 30 were as follows (in millions):
| Second Quarter | First Half | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Foreign currency translation | |||||||||||||||||||||||
| Beginning balance | $ | (5,341) | $ | (5,923) | $ | (5,487) | $ | (6,416) | |||||||||||||||
| Gains/(Losses) on foreign currency translation | (996) | 276 | (1,067) | 761 | |||||||||||||||||||
| Less: Tax/(Tax benefit) (a) | 65 | — | (31) | (10) | |||||||||||||||||||
| Net gains/(losses) on foreign currency translation | (1,061) | 276 | (1,036) | 771 | |||||||||||||||||||
| (Gains)/Losses reclassified from AOCI to net income (b) | 47 | (2) | 168 | (4) | |||||||||||||||||||
| Other comprehensive income/(loss), net of tax (c) | (1,014) | 274 | (868) | 767 | |||||||||||||||||||
| Ending balance | $ | (6,355) | $ | (5,649) | $ | (6,355) | $ | (5,649) | |||||||||||||||
| Marketable securities | |||||||||||||||||||||||
| Beginning balance | $ | (272) | $ | (332) | $ | (19) | $ | (442) | |||||||||||||||
| Gains/(Losses) on available for sale securities | (118) | (67) | (448) | 68 | |||||||||||||||||||
| Less: Tax/(Tax benefit) | (29) | (16) | (106) | 17 | |||||||||||||||||||
| Net gains/(losses) on available for sale securities | (89) | (51) | (342) | 51 | |||||||||||||||||||
| (Gains)/Losses reclassified from AOCI to net income | 8 | 9 | 8 | 20 | |||||||||||||||||||
| Less: Tax/(Tax benefit) | 2 | 2 | 2 | 5 | |||||||||||||||||||
| Net (gains)/losses reclassified from AOCI to net income | 6 | 7 | 6 | 15 | |||||||||||||||||||
| Other comprehensive income/(loss), net of tax | (83) | (44) | (336) | 66 | |||||||||||||||||||
| Ending balance | $ | (355) | $ | (376) | $ | (355) | $ | (376) | |||||||||||||||
| Derivative instruments | |||||||||||||||||||||||
| Beginning balance | $ | (49) | $ | 74 | $ | (193) | $ | 129 | |||||||||||||||
| Gains/(Losses) on derivative instruments | (126) | (436) | 30 | (491) | |||||||||||||||||||
| Less: Tax/(Tax benefit) | (30) | (113) | 7 | (127) | |||||||||||||||||||
| Net gains/(losses) on derivative instruments | (96) | (323) | 23 | (364) | |||||||||||||||||||
| (Gains)/Losses reclassified from AOCI to net income | 6 | (49) | 38 | (66) | |||||||||||||||||||
| Less: Tax/(Tax benefit) | 4 | (3) | 11 | (6) | |||||||||||||||||||
| Net (gains)/losses reclassified from AOCI to net income (d) | 2 | (46) | 27 | (60) | |||||||||||||||||||
| Other comprehensive income/(loss), net of tax | (94) | (369) | 50 | (424) | |||||||||||||||||||
| Ending balance | $ | (143) | $ | (295) | $ | (143) | $ | (295) | |||||||||||||||
| Pension and other postretirement benefits | |||||||||||||||||||||||
| Beginning balance | $ | (2,632) | $ | (2,607) | $ | (2,640) | $ | (2,610) | |||||||||||||||
| Amortization and recognition of prior service costs/(credits) | 6 | 6 | 12 | 12 | |||||||||||||||||||
| Less: Tax/(Tax benefit) | 2 | 2 | 3 | 3 | |||||||||||||||||||
| Net prior service costs/(credits) reclassified from AOCI to net income | 4 | 4 | 9 | 9 | |||||||||||||||||||
| Translation impact on non-U.S. plans | 8 | (1) | 11 | (3) | |||||||||||||||||||
| Other comprehensive income/(loss), net of tax | 12 | 3 | 20 | 6 | |||||||||||||||||||
| Ending balance | $ | (2,620) | $ | (2,604) | $ | (2,620) | $ | (2,604) | |||||||||||||||
| Total AOCI ending balance at June 30 | $ | (9,473) | $ | (8,924) | $ | (9,473) | $ | (8,924) |
(a)We do not recognize deferred taxes for a majority of the foreign currency translation gains and losses because we do not anticipate reversal in the foreseeable future. However, we have made elections to tax certain non-U.S. operations simultaneously in U.S. tax returns, and have recorded deferred taxes for temporary differences that will reverse, independent of repatriation plans, in U.S. tax returns. Taxes or tax benefits resulting from foreign currency translation of the temporary differences are recorded in Other comprehensive income/(loss), net of tax.
(b)Reclassified to Other income/(loss), net.
(c)Excludes a $4 million loss and a $4 million gain in 2022 and 2023, respectively.
(d)Reclassified to Cost of sales. During the next twelve months, we expect to reclassify existing net losses on cash flow hedges of $139 million (see Note 15).
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 19. VARIABLE INTEREST ENTITIES
Certain of our affiliates are variable interest entities in which we are not the primary beneficiary. Our maximum exposure to any potential losses associated with these unconsolidated affiliates is limited to our equity investments, accounts receivable, loans, and guarantees and was $1.0 billion and $2.1 billion at December 31, 2022 and June 30, 2023, respectively. Of these amounts, guarantees of $113 million at both December 31, 2022 and June 30, 2023 related to certain obligations of our VIEs also are included in Note 20.
On July 13, 2022, Ford, SK On Co., Ltd., and SK Battery America, Inc. (a wholly owned subsidiary of SK On) completed the creation of BlueOval SK, LLC, a 50/50 joint venture that will build and operate electric vehicle battery plants in Tennessee and Kentucky to supply batteries to Ford and Ford affiliates. BlueOval SK is a variable interest entity of which we are not the primary beneficiary, and we use the equity method of accounting for our investment. As of June 30, 2023, Ford has contributed to BlueOval SK $1.6 billion of its agreed capital contribution of up to $6.6 billion through 2026, subject to any adjustments agreed to by the parties.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 20. COMMITMENTS AND CONTINGENCIES
Commitments and contingencies primarily consist of guarantees and indemnifications, litigation and claims, and warranty and field service actions.
Guarantees and Indemnifications
Financial Guarantees. Financial guarantees and indemnifications are recorded at fair value at their inception. Subsequent to initial recognition, the guarantee liability is adjusted at each reporting period to reflect the current estimate of expected payments resulting from possible default events over the remaining life of the guarantee. The maximum potential payments for financial guarantees were $518 million and $576 million at December 31, 2022 and June 30, 2023, respectively. The carrying value of recorded liabilities related to financial guarantees was $31 million and $47 million at December 31, 2022 and June 30, 2023, respectively.
Our financial guarantees consist of debt and lease obligations of certain joint ventures, as well as certain financial obligations of outside third parties, including suppliers, to support our business and economic growth. Expiration dates vary through 2037, and guarantees will terminate on payment and/or cancellation of the underlying obligation. A payment by us would be triggered by failure of the joint venture or other third party to fulfill its obligation covered by the guarantee. In some circumstances, we are entitled to recover from a third party amounts paid by us under the guarantee.
Non-Financial Guarantees. Non-financial guarantees and indemnifications are recorded at fair value at their inception. We regularly review our performance risk under these arrangements, and in the event it becomes probable we will be required to perform under a guarantee or indemnity, the amount of probable payment is recorded. The maximum potential payments for non-financial guarantees were $273 million and $77 million at December 31, 2022 and June 30, 2023, respectively. The carrying value of recorded liabilities related to non-financial guarantees was $0 at both December 31, 2022 and June 30, 2023.
Included in the $77 million of maximum potential payments at June 30, 2023 are guarantees for the resale value of vehicles sold in certain arrangements to daily rental companies. The maximum potential payment of $71 million as of June 30, 2023 represents the total proceeds we guarantee the rental company will receive on resale. Reflecting our present estimate of proceeds the rental companies will receive on resale from third parties, we do not expect we will have to pay under the guarantee.
In the ordinary course of business, we execute contracts involving indemnifications standard in the industry and indemnifications specific to a transaction, such as the sale of a business. These indemnifications might include and are not limited to claims relating to any of the following: environmental, tax, and shareholder matters; intellectual property rights; power generation contracts; governmental regulations and employment-related matters; dealer, supplier, and other commercial contractual relationships; and financial matters, such as securitizations. Performance under these indemnities generally would be triggered by a breach of contract claim brought by a counterparty, including a joint venture or alliance partner, or a third-party claim. While some of these indemnifications are limited in nature, many of them do not limit potential payment. Therefore, we are unable to estimate a maximum amount of future payments that could result from claims made under these unlimited indemnities.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 20. COMMITMENTS AND CONTINGENCIES (Continued)
Litigation and Claims
Various legal actions, proceedings, and claims (generally, “matters”) are pending or may be instituted or asserted against us. These include, but are not limited to, matters arising out of alleged defects in our products; product warranties; governmental regulations relating to safety, emissions, and fuel economy or other matters; government incentives; tax matters, including trade and customs; alleged illegal acts resulting in fines or penalties; financial services; employment-related matters; dealer, supplier, and other contractual relationships; intellectual property rights; environmental matters; shareholder or investor matters; and financial reporting matters. Certain of the pending legal actions are, or purport to be, class actions. Some of the matters involve or may involve claims for compensatory, punitive, or antitrust or other treble damages in very large amounts, or demands for field service actions, environmental remediation programs, sanctions, loss of government incentives, assessments, or other relief, which, if granted, would require very large expenditures.
The extent of our financial exposure to these matters is difficult to estimate. Many matters do not specify a dollar amount for damages, and many others specify only a jurisdictional minimum. To the extent an amount is asserted, our historical experience suggests that in most instances the amount asserted is not a reliable indicator of the ultimate outcome.
We accrue for matters when losses are deemed probable and reasonably estimable. In evaluating matters for accrual and disclosure purposes, we take into consideration factors such as our historical experience with matters of a similar nature, the specific facts and circumstances asserted, the likelihood that we will prevail, and the severity of any potential loss. We reevaluate and update our accruals as matters progress over time.
For the majority of matters, which generally arise out of alleged defects in our products, we establish an accrual based on our extensive historical experience with similar matters. We do not believe there is a reasonably possible outcome materially in excess of our accrual for these matters.
For the remaining matters, where our historical experience with similar matters is of more limited value (i.e., “non-pattern matters”), we evaluate the matters primarily based on the individual facts and circumstances. For non-pattern matters, we evaluate whether there is a reasonable possibility of a material loss in excess of any accrual that can be estimated. Our estimate of reasonably possible loss in excess of our accruals for all material matters currently reflects indirect tax and customs matters, for which we estimate the aggregate risk to be a range of up to about $1.4 billion.
As noted, the litigation process is subject to many uncertainties, and the outcome of individual matters is not predictable with assurance. Our assessments are based on our knowledge and experience, but the ultimate outcome of any matter could require payment substantially in excess of the amount that we have accrued and/or disclosed.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 20. COMMITMENTS AND CONTINGENCIES (Continued)
Warranty and Field Service Actions
We accrue the estimated cost of both base warranty coverages and field service actions at the time of sale. We establish our estimate of base warranty obligations using a patterned estimation model, using historical information regarding the nature, frequency, and average cost of claims for each vehicle line by model year. We establish our estimates of field service action obligations using a patterned estimation model, using historical information regarding the nature, frequency, severity, and average cost of claims for each model year. In addition, from time to time, we issue extended warranties at our expense, the estimated cost of which is accrued at the time of issuance. Warranty and field service action obligations are reported in Other liabilities and deferred revenue. We reevaluate the adequacy of our accruals on a regular basis.
We recognize the benefit from a recovery of the costs associated with our warranty and field service actions when specifics of the recovery have been agreed with our supplier and the amount of recovery is virtually certain. Recoveries are reported in Trade and other receivables, net and Other assets.
The estimate of our future warranty and field service action costs, net of estimated supplier recoveries, for the periods ended June 30 was as follows (in millions):
| First Half | |||||||||||
| 2022 | 2023 | ||||||||||
| Beginning balance | $ | 8,451 | $ | 9,193 | |||||||
| Payments made during the period | (2,006) | (2,011) | |||||||||
| Changes in accrual related to warranties issued during the period | 1,877 | 2,146 | |||||||||
| Changes in accrual related to pre-existing warranties | 395 | 882 | |||||||||
| Foreign currency translation and other | (120) | (314) | |||||||||
| Ending balance | $ | 8,597 | $ | 9,896 |
Changes to our estimated costs are reported as changes in accrual related to pre-existing warranties in the table above. Our estimate of reasonably possible costs in excess of our accruals for material field service actions and customer satisfaction actions is a range of up to about $1 billion in the aggregate.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 21. SEGMENT INFORMATION
We report segment information consistent with the way our chief operating decision maker (“CODM”) evaluates the operating results and performance of the Company.
On January 1, 2023, we implemented a new operating model and reporting structure. As a result of this change, we analyze the results of our business through the following segments: Ford Blue, Ford Model e, and Ford Pro (combined, replacing the previous Automotive segment), Ford Next (previously the Mobility segment), and Ford Credit. Company adjusted earnings before interest and taxes (“EBIT”) include the financial results of these five reportable segments and Corporate Other, and net income comprises the financial results of the five reportable segments and Corporate Other, as well as Interest on Debt, Special Items, and Taxes.
Additionally, past service pension and OPEB income and expense plus related assets, previously reported in the Automotive segment, have been realigned to Corporate Other.
Prior period amounts were adjusted retrospectively to reflect each of the above changes.
Below is a description of our reportable segments and other activities.
Ford Blue Segment
Ford Blue primarily includes the sale of Ford and Lincoln internal combustion engine (“ICE”) and hybrid vehicles, service parts, accessories, and digital services for retail customers, together with the associated costs of development, manufacture, and distribution of the vehicles, parts, accessories, and services. This segment focuses on developing Ford and Lincoln ICE and hybrid vehicles. Additionally, this segment provides hardware engineering and manufacturing capabilities to Ford Model e and manufactures vehicles on behalf of Ford Pro and, in certain cases, Ford Model e. Ford Blue also includes:
-
All sales for markets not presently in scope for Ford Model e or Ford Pro (as further described below)
-
In markets outside of the United States and Canada, sales to commercial, government, and rental customers of ICE and hybrid vehicles not considered core to Ford Pro
-
Sales of electric vehicles (“EVs”) by our unconsolidated affiliates in China
-
All sales of vehicles manufactured and sold to other OEMs
Ford Model e Segment
Ford Model e primarily includes the sale of our electric vehicles, service parts, accessories, and digital services for retail customers, together with the associated costs of development, manufacture, and distribution of the vehicles, parts, accessories, and services. This segment focuses on developing EV and digital vehicle technologies, as well as software development. Additionally, Ford Model e provides software and connected vehicle technologies on behalf of the enterprise, and manufactures certain EVs, including for Ford Pro. Ford Model e operates in North America, Europe, and China. Ford Model e also includes EV and related sales not considered core to Ford Pro to commercial, government, and rental customers in Europe, China, and Mexico.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 21. SEGMENT INFORMATION (Continued)
Ford Pro Segment
Ford Pro primarily includes the sale of Ford and Lincoln vehicles, service parts, accessories, and services for commercial, government, and rental customers. Included in this segment are sales of all core Ford Pro vehicles, such as Super Duty and the Transit range of vans in North America and Europe and all sales of Ranger in Europe. In the United States and Canada, Ford Pro also includes all vehicle sales to commercial, government, and rental customers. This segment focuses on selling ICE, hybrid, and electric vehicles, and providing digital and physical services to optimize and maintain fleets, including telematics and EV charging solutions. This segment reflects external sales of vehicles produced by Ford Blue and Ford Model e, and the costs (including intersegment markup) associated with acquiring vehicles for sale and providing services are reflected in this segment. Ford Pro operates in North America and Europe.
Ford Next Segment
The Ford Next segment (formerly the Mobility segment) primarily includes expenses and investments for emerging business initiatives aimed at creating value for Ford in vehicle-adjacent market segments.
Ford Credit Segment
The Ford Credit segment is comprised of the Ford Credit business on a consolidated basis, which is primarily vehicle-related financing and leasing activities.
Corporate Other
Corporate Other primarily includes corporate governance expenses, past service pension and OPEB income and expense, interest income (excluding Ford Credit interest income and interest earned on our extended service contract portfolio) and gains and losses from our cash, cash equivalents, and marketable securities (excluding gains and losses on investments in equity securities), and foreign exchange derivatives gains and losses associated with intercompany lending. 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. Corporate Other assets include: cash, cash equivalents and marketable securities, tax related assets, defined benefit pension plan net assets, and other assets managed centrally.
Interest on Debt
Interest on Debt is presented as a separate reconciling item and consists of interest expense on Company debt excluding Ford Credit.
Special Items
Special Items are presented as a separate reconciling item. They consist of (i) pension and OPEB remeasurement gains and losses, (ii) gains and losses on investments in equity securities, (iii) significant personnel expenses, supplier- and 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, and (iv) other items that we do not necessarily consider to be indicative of earnings from ongoing operating activities. Our management ordinarily excludes these items from its review of the results of the operating segments for purposes of measuring segment profitability and allocating resources. We also report these special items separately to help investors track amounts related to these activities and to allow investors analyzing our results to identify certain infrequent significant items that they may wish to exclude when considering the trend of ongoing operating results.
Item 1. Financial Statements (Continued)
FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
NOTE 21. SEGMENT INFORMATION (Continued)
Segment Revenue, Cost, and Asset Principles for Ford Blue, Ford Model e, and Ford Pro
External vehicle and digital services revenue is generally vehicle-specific and included in the segment responsible for the external vehicle sale. A majority of parts and accessories revenue and cost is attributed to customer sales channels or vehicle lines based on recent end customer sales and is included in the respective segment.
In the normal course of business, Ford Blue, Ford Model e, and Ford Pro transact between segments and cooperate to leverage synergies, including developing and manufacturing vehicles on behalf of another segment. When one segment produces a vehicle that is sold externally by another segment, an intersegment transaction occurs. The producing segment will report intersegment revenue to recoup the costs associated with the unit produced. This includes material cost, labor and overhead (including depreciation and amortization), inbound freight, and an intersegment markup. The intersegment markup amount is set to deliver a competitive return to the producing segment for its manufacturing and distribution service. Costs are reflected in the associated segment externally reporting the vehicle sale, as detailed in the table below:
| Income Statement Elements | Examples | Segment Reporting | ||||||
| Costs specific to a particular vehicle | Bill of material cost and initial warranty accrual | Reported in the segment externally selling the vehicle | ||||||
| Costs identifiable by product line | Manufacturing and logistics costs, depreciation & amortization expense, direct research & development costs | Typically identifiable to the product line or production location. Reported in the segment externally selling the vehicle, based on relative volume | ||||||
| Shared costs | Selling, general & administrative expense, and indirect/cross product line research & development costs | Typically shared across all segments, generally based on relative volume. Certain costs clearly linked to a segment are reported in the specific segment | ||||||
| Intersegment markup costs for intersegment vehicle transactions | Contract manufacturing and distribution fees | Reported in the segment externally selling the vehicle, for each applicable vehicle transaction |
Assets are reported in each segment, aligned to the appropriate operational responsibility. Manufacturing assets, e.g., our plants and the machinery and equipment therein, are included in our Ford Blue and Ford Model e segments. Manufacturing assets producing only, or primarily, EVs and related components are reflected in Ford Model e. Manufacturing assets that support the production of ICE and hybrid vehicles, including those producing ICE and electric in the same facility, are included in Ford Blue. Vendor tooling dedicated to producing EV parts is reported in Ford Model e. There are no Ford manufacturing assets or vendor tooling reported in Ford Pro. Regardless of the segment reporting the asset, depreciation and amortization expense is reflected on the basis of production volume and reported in the segment that reports the external vehicle sale.
Equity in net income/(loss) of affiliated companies is included in Income/(Loss) before income taxes, based primarily on which segment the entity supports or has the majority of the entity’s purchases or sales. The table below shows the segment reporting for our most significant unconsolidated entities:
| Ford Blue | Ford Model e | Ford Pro | ||||||
| ∘ Changan Ford Automobile Corporation, Ltd. (“CAF”) | ∘ BlueOval SK, LLC | ∘ Ford Otomotiv Sanayi Anonim Sirketi (“Ford Otosan”) | ||||||
| ∘ Jiangling Motors Corporation, Ltd. (“JMC”) | ||||||||
| ∘ AutoAlliance (Thailand) Co., Ltd. (“AAT”) |
Next: Item 1. Financial Statements (Continued)