Item 1. Financial Statements (Continued)

150K characters. Original on sec.gov · Markdown

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in millions, unaudited)

Equity Attributable to Ford Motor Company
Capital StockCap. in Excess of Par Value of StockRetained EarningsAccumulated Other Comprehensive Income/(Loss) (Note 16)Treasury StockTotalEquity Attributable to Non-controlling InterestsTotal Equity
Balance at December 31, 2023$42$23,128$31,029$(9,042)$(2,384)$42,773$25$42,798
Net income/(loss)——1,332——1,33221,334
Other comprehensive income/(loss), net———110—110—110
Common Stock issued (a)—(3)———(3)—(3)
Treasury stock/other————————
Dividends and dividend equivalents declared ($0.33 per share) (b)——(1,342)——(1,342)—(1,342)
Balance at March 31, 2024$42$23,125$31,019$(8,932)$(2,384)$42,870$27$42,897
Net income/(loss)——1,831——1,83121,833
Other comprehensive income/(loss), net———(425)—(425)(1)(426)
Common Stock issued (a)—145———145—145
Treasury stock/other————(244)(244)—(244)
Dividends and dividend equivalents declared ($0.15 per share) (b)——(610)——(610)—(610)
Balance at June 30, 2024$42$23,270$32,240$(9,357)$(2,628)$43,567$28$43,595
Net income/(loss)——892——8924896
Other comprehensive income/(loss), net———368—3681369
Common stock issued (a)—127———127—127
Treasury stock/other————(32)(32)(9)(41)
Dividends and dividend equivalents declared ($0.15 per share) (b)——(607)——(607)—(607)
Balance at September 30, 2024$42$23,397$32,525$(8,989)$(2,660)$44,315$24$44,339
Balance at December 31, 2024$42$23,502$33,740$(9,639)$(2,810)$44,835$23$44,858
Net income/(loss)——471——4712473
Other comprehensive income/(loss), net———481—481—481
Common Stock issued (a)—60———60—60
Treasury stock/other————————
Dividends and dividend equivalents declared ($0.30 per share) (b)——(1,212)——(1,212)—(1,212)
Balance at March 31, 2025$42$23,562$32,999$(9,158)$(2,810)$44,635$25$44,660
Net income/(loss)——(36)——(36)7(29)
Other comprehensive income/(loss), net———916—916(1)915
Common Stock issued (a)—153———153—153
Treasury stock/other————————
Dividends and dividend equivalents declared ($0.15 per share) (b)——(611)——(611)(7)(618)
Balance at June 30, 2025$42$23,715$32,352$(8,242)$(2,810)$45,057$24$45,081
Net income/(loss)——2,447——2,44712,448
Other comprehensive income/(loss), net———369—369—369
Common stock issued (a)—132———132—132
Treasury stock/other————————
Dividends and dividend equivalents declared ($0.15 per share) (b)——(613)——(613)—(613)
Balance at September 30, 2025$42$23,847$34,186$(7,873)$(2,810)$47,392$25$47,417

(a)Includes impact of share-based compensation.

(b)Dividends and dividend equivalents declared for Common and Class B Stock. In the first quarter of 2024 and 2025, in addition to a regular dividend of $0.15 per share, we declared a supplemental dividend of $0.18 per share and $0.15 per share, respectively.

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

FootnotePage
Note 1Presentation8
Note 2New Accounting Standards8
Note 3Revenue9
Note 4Other Income/(Loss)11
Note 5Income Taxes11
Note 6Capital Stock and Earnings/(Loss) Per Share11
Note 7Cash, Cash Equivalents, and Marketable Securities12
Note 8Ford Credit Finance Receivables and Allowance for Credit Losses14
Note 9Inventories18
Note 10Other Liabilities and Deferred Revenue18
Note 11Retirement Benefits19
Note 12Debt20
Note 13Derivative Financial Instruments and Hedging Activities21
Note 14Employee Separation Actions and Exit and Disposal Activities23
Note 15Acquisitions and Divestitures23
Note 16Accumulated Other Comprehensive Income/(Loss)24
Note 17Variable Interest Entities25
Note 18Commitments and Contingencies26
Note 19Segment Information29

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, 2024 (“2024 Form 10-K Report”).

NOTE 2. NEW ACCOUNTING STANDARDS

Adoption of New Accounting Standards

Accounting Standards Updates (“ASUs”) adopted during 2025 did not have a material impact to our consolidated financial statements or financial statement disclosures.

Accounting Standards Issued But Not Yet Adopted

ASU 2023-09, Improvements to Income Tax Disclosures. In December 2023, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard to enhance the transparency and decision usefulness of income tax disclosures. The new standard is effective for our 2025 annual financial statements and will be reflected therein, primarily related to the effective tax rate reconciliation and cash paid for income taxes. There will be no impact to our consolidated income statements, balance sheets, or statements of cash flows.

ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”). In November 2024, the FASB issued a new accounting standard to improve the disclosures about an entity’s expenses and address requests from investors for more detailed information about the types of expenses included in commonly presented expense captions. The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with retrospective application permitted. We are assessing the effect on our consolidated financial statement disclosures; however, adoption will not impact our consolidated income statements, balance sheets, or statements of cash flows.

All other 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 September 30 (in millions):

Third Quarter 2024
Company excluding Ford CreditFord CreditConsolidated
Vehicles, parts, and accessories$41,665$—$41,665
Used vehicles532—532
Services and other revenue (a)81823841
Revenues from sales and services43,0152343,038
Leasing income541,0651,119
Financing income—2,0022,002
Insurance income—3737
Total revenues$43,069$3,127$46,196
Third Quarter 2025
Company excluding Ford CreditFord CreditConsolidated
Vehicles, parts, and accessories$45,492$—$45,492
Used vehicles687—687
Services and other revenue (a)90224926
Revenues from sales and services47,0812447,105
Leasing income1041,2451,349
Financing income—2,0402,040
Insurance income—4040
Total revenues$47,185$3,349$50,534
First Nine Months 2024
Company excluding Ford CreditFord CreditConsolidated
Vehicles, parts, and accessories$123,852$—$123,852
Used vehicles1,531—1,531
Services and other revenue (a)2,232852,317
Revenues from sales and services127,61585127,700
Leasing income1553,1123,267
Financing income—5,7105,710
Insurance income—104104
Total revenues$127,770$9,011$136,781
First Nine Months 2025
Company excluding Ford CreditFord CreditConsolidated
Vehicles, parts, and accessories$126,561$—$126,561
Used vehicles2,152—2,152
Services and other revenue (a)2,589612,650
Revenues from sales and services131,30261131,363
Leasing income2483,5523,800
Financing income—6,0946,094
Insurance income—120120
Total revenues$131,550$9,827$141,377

(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, marketing incentives we offer to our customers and their customers, and other pricing adjustments. Estimates of marketing incentives and other pricing adjustments are based on our expectation of retail and fleet sales volumes, mix of products to be sold, competitor actions, 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 variable consideration (e.g., marketing incentives), we recorded a decrease in revenue of $329 million in the third quarter of 2024 and an increase in revenue of $163 million in the third quarter of 2025 related to revenue recognized in prior periods.

We had a balance of $5.3 billion and $6.0 billion of unearned revenue associated primarily with outstanding extended service contracts reported in Other liabilities and deferred revenue at December 31, 2024 and September 30, 2025, respectively*.* We expect to recognize approximately $500 million of the unearned amount in the remainder of 2025, $1.8 billion in 2026, and $3.7 billion thereafter. We recognized $472 million and $525 million of unearned amounts from prior years as revenue during the third quarter of 2024 and 2025, respectively, and $1.3 billion and $1.5 billion in the first nine months of 2024 and 2025, respectively.

Amounts paid to dealers to obtain extended service contracts are deferred and recorded as Other assets. Our deferred cost balances were $312 million and $314 million as of December 31, 2024 and September 30, 2025, respectively. We recognized $26 million and $27 million of amortization during the third quarter of 2024 and 2025, respectively, and $79 million in both the first nine months of 2024 and 2025.

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 September 30 were as follows (in millions):

Third QuarterFirst Nine Months
2024202520242025
Net periodic pension and OPEB income/(cost), excluding service cost (Note 11)$(347)$19$(266)$44
Investment-related interest income3673791,1441,098
Interest income/(expense) on income taxes(1)(7)(24)(23)
Realized and unrealized gains/(losses) on cash equivalents, marketable securities, and other investments(17)20(25)63
Gains/(Losses) on changes in investments in affiliates66—908
Royalty income123121360335
Other(77)28(39)108
Total$114$560$1,240$1,633

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.

Our Provision for/(Benefit from) income taxes for the third quarter and first nine months of 2025 was a benefit of $630 million and a provision of $88 million, respectively. This resulted in an effective tax rate of negative 34.7% for the third quarter and 3.0% for the first nine months. During the third quarter, these rates were impacted by a net benefit of $1.4 billion associated with the release of a valuation allowance resulting from improvements in our South American operations. The third quarter and first nine months rates were also impacted by a non-cash charge of $424 million to deferred tax assets to recognize the impact of tax legislation enacted in Germany during the quarter. In addition, the nine-month rate was impacted by a non-cash charge of $471 million to deferred tax assets recorded in the second quarter associated with resolving transfer pricing matters in certain non-U.S. operations.

On July 4, 2025, P.L. 119-21 (otherwise known as the “One Big Beautiful Bill Act”) was signed into law. We have analyzed the provisions within the act and determined there was no material impact in the third quarter of 2025, nor do we expect a material impact on our 2025 consolidated financial statements.

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):

Third QuarterFirst Nine Months
2024202520242025
Net income/(loss) attributable to Ford Motor Company$892$2,447$4,055$2,882
Basic and Diluted Shares
Basic shares (average shares outstanding)3,9763,9833,9803,977
Net dilutive options, unvested restricted stock units, unvested restricted stock shares, and convertible debt42654049
Diluted shares4,0184,0484,0204,026

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, 2024
Fair Value LevelCompany excluding Ford CreditFord CreditConsolidated
Cash and cash equivalents
U.S. government1$1,099$854$1,953
U.S. government agencies22,5294002,929
Non-U.S. government and agencies21,0733701,443
Corporate debt2659339998
Total marketable securities classified as cash equivalents5,3601,9637,323
Cash, time deposits, and money market funds8,3037,30915,612
Total cash and cash equivalents$13,663$9,272$22,935
Marketable securities
U.S. government1$3,530$185$3,715
U.S. government agencies21,691—1,691
Non-U.S. government and agencies22,272792,351
Corporate debt26,6762526,928
Equities122—22
Other marketable securities2516190706
Total marketable securities$14,707$706$15,413
Restricted cash$120$88$208
Cash, cash equivalents, and restricted cash - held for sale (Note 15)$47$—$47
September 30, 2025
Fair Value LevelCompany excluding Ford CreditFord CreditConsolidated
Cash and cash equivalents
U.S. government1$1,424$162$1,586
U.S. government agencies21,809—1,809
Non-U.S. government and agencies24,8778185,695
Corporate debt21,0668821,948
Total marketable securities classified as cash equivalents9,1761,86211,038
Cash, time deposits, and money market funds8,8486,90215,750
Total cash and cash equivalents$18,024$8,764$26,788
Marketable securities
U.S. government1$3,680$242$3,922
U.S. government agencies21,458—1,458
Non-U.S. government and agencies22,230902,320
Corporate debt26,8472507,097
Equities1———
Other marketable securities2432171603
Total marketable securities$14,647$753$15,400
Restricted cash$189$107$296
Cash, cash equivalents, and restricted cash - held for sale$—$—$—

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, 2024
Fair Value of Securities with Contractual Maturities
Amortized CostGross Unrealized GainsGross Unrealized LossesFair ValueWithin 1 YearAfter 1 Year through 5 YearsAfter 5 Years
Company excluding Ford Credit
U.S. government$3,476$1$(27)$3,450$282$3,168$—
U.S. government agencies1,7551(30)1,7266971,01019
Non-U.S. government and agencies2,0391(39)2,0015591,42913
Corporate debt7,29535(21)7,3092,2725,0334
Other marketable securities4863(1)488—41177
Total$15,051$41$(118)$14,974$3,810$11,051$113
September 30, 2025
Fair Value of Securities with Contractual Maturities
Amortized CostGross Unrealized GainsGross Unrealized LossesFair ValueWithin 1 YearAfter 1 Year through 5 YearsAfter 5 Years
Company excluding Ford Credit
U.S. government$3,593$21$(4)$3,610$198$3,412$—
U.S. government agencies1,4955(11)1,4893011,1799
Non-U.S. government and agencies1,95612(12)1,9565231,4249
Corporate debt7,81173(2)7,8822,8544,98147
Other marketable securities4024—406137233
Total$15,257$115$(29)$15,343$3,877$11,368$98

Sales proceeds and gross realized gains/losses from the sale of AFS securities for the periods ended September 30 were as follows (in millions):

Third QuarterFirst Nine Months
2024202520242025
Company excluding Ford Credit
Sales proceeds$3,300$736$9,734$4,177
Gross realized gains1031512
Gross realized losses10—264

We determine credit losses on AFS debt securities using the specific identification method. During the first nine months of 2025, 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 on our consolidated statements of cash flows, were as follows (in millions):

December 31, 2024September 30, 2025
Cash and cash equivalents$22,935$26,788
Restricted cash (a)208296
Cash, cash equivalents, and restricted cash - held for sale (Note 15)47—
Total cash, cash equivalents, and restricted cash$23,190$27,084

(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, 2024September 30, 2025
Consumer
Retail installment contracts, gross$79,459$78,884
Finance leases, gross8,3579,287
Retail financing, gross87,81688,171
Unearned interest supplements(4,598)(4,333)
Consumer finance receivables83,21883,838
Non-Consumer
Dealer financing29,28225,420
Non-Consumer finance receivables29,28225,420
Total recorded investment$112,500$109,258
Recorded investment in finance receivables$112,500$109,258
Allowance for credit losses(864)(897)
Total finance receivables, net$111,636$108,361
Current portion$51,850$48,214
Non-current portion59,78660,147
Total finance receivables, net$111,636$108,361
Net finance receivables subject to fair value (a)$103,755$99,610
Fair value (b)103,231100,501

(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 third quarter of 2024 and 2025 was $137 million and $146 million, respectively, and for the first nine months of 2024 and 2025 was $376 million and $431 million, respectively, and is included in Ford Credit revenues on our consolidated income statements.

At December 31, 2024 and September 30, 2025, accrued interest was $335 million and $288 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, 2024 and September 30, 2025 were consumer receivables of $47.6 billion and $46.2 billion, respectively, and non-consumer receivables of $24.4 billion and $22.8 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 aging. Receivables over 60 days past due are in intensified collection status.

The credit quality analysis of consumer receivables at December 31, 2024 and gross charge-offs during the year ended December 31, 2024 were as follows (in millions):

Amortized Cost Basis by Origination Year
Prior to 202020202021202220232024TotalPercent
Consumer
31 - 60 days past due$43$93$104$187$242$203$8721.0%
Greater than 60 days past due1527355782592750.4
Total past due581201392443242621,1471.4
Current7883,1625,45812,27524,15336,23582,07198.6
Total$846$3,282$5,597$12,519$24,477$36,497$83,218100.0%
Gross charge-offs$46$58$71$152$191$50$568

The credit quality analysis of consumer receivables at September 30, 2025 and gross charge-offs during the first nine months of 2025 were as follows (in millions):

Amortized Cost Basis by Origination Year
Prior to 202120212022202320242025TotalPercent
Consumer
31 - 60 days past due$67$67$136$201$237$95$8031.0%
Greater than 60 days past due2325486777412810.3
Total past due90921842683141361,0841.3
Current1,6292,8807,63217,41029,37223,83182,75498.7
Total$1,719$2,972$7,816$17,678$29,686$23,967$83,838100.0%
Gross charge-offs$44$43$96$142$148$17$490

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.

Ford Credit generally suspends credit lines and extends no further funding to dealers classified in Group IV.

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, 2024 and gross charge-offs during the year ended December 31, 2024 were as follows (in millions):

Amortized Cost Basis by Origination YearWholesale Loans
Dealer Loans
Prior to 202020202021202220232024TotalTotalPercent
Group I$270$63$97$47$217$245$939$25,257$26,19689.4%
Group II13—312831762,4942,5708.8
Group III——2—1474624691.6
Group IV—————1146470.2
Total (a)$283$63$102$48$246$281$1,023$28,259$29,282100.0%
Gross charge-offs$1$—$—$—$—$—$1$6$7

(a)Total past due dealer financing receivables at December 31, 2024 were $8 million.

The credit quality analysis of dealer financing receivables at September 30, 2025 and gross charge-offs during the first nine months of 2025 were as follows (in millions):

Amortized Cost Basis by Origination YearWholesale Loans
Dealer Loans
Prior to 202120212022202320242025TotalTotalPercent
Group I$295$70$33$171$82$169$820$20,352$21,17283.3%
Group II26833447341523,5193,67114.4
Group III———11575265332.1
Group IV————15638440.2
Total (a)$321$78$36$206$131$213$985$24,435$25,420100.0%
Gross charge-offs$—$—$—$3$—$—$3$10$13

(a)Total past due dealer financing receivables at September 30, 2025 were $6 million.

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 September 30 was as follows (in millions):

Third Quarter 2024First Nine Months 2024
ConsumerNon-ConsumerTotalConsumerNon-ConsumerTotal
Allowance for credit losses
Beginning balance$876$4$880$879$3$882
Charge-offs(155)—(155)(408)(7)(415)
Recoveries41—411223125
Provision for credit losses99—992775282
Other (a)(3)—(3)(12)—(12)
Ending balance$858$4$862$858$4$862
Third Quarter 2025First Nine Months 2025
ConsumerNon-ConsumerTotalConsumerNon-ConsumerTotal
Allowance for credit losses
Beginning balance$885$5$890$860$4$864
Charge-offs(177)1(176)(490)(13)(503)
Recoveries48—48133—133
Provision for credit losses134113537415389
Other (a)———13114
Ending balance$890$7$897$890$7$897

(a) Primarily represents amounts related to foreign currency translation adjustments.

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, 2024September 30, 2025
Raw materials, work-in-process, and supplies$5,394$5,823
Finished products9,55710,686
Total inventories$14,951$16,509

NOTE 10. OTHER LIABILITIES AND DEFERRED REVENUE

Other liabilities and deferred revenue were as follows (in millions):

December 31, 2024September 30, 2025
Current
Dealer and dealers’ customer allowances and claims$14,140$15,086
Deferred revenue3,3314,839
Employee benefit plans2,4572,988
Accrued interest1,3461,369
Operating lease liabilities558578
OPEB (a)335338
Pension (a)215224
Other (b)5,4005,730
Total current other liabilities and deferred revenue$27,782$31,152
Non-current
Dealer and dealers’ customer allowances and claims$9,836$12,059
Deferred revenue4,9105,199
OPEB (a)4,0804,048
Pension (a)4,4704,021
Operating lease liabilities1,7821,864
Employee benefit plans806753
Other (b)2,9483,017
Total non-current other liabilities and deferred revenue$28,832$30,961

(a)Balances at September 30, 2025 reflect pension and OPEB liabilities at December 31, 2024, 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 2024. Included in Other assets are pension assets of $4.1 billion and $4.6 billion at December 31, 2024 and September 30, 2025, respectively.

(b)Includes current derivative liabilities of $1.0 billion and $0.6 billion at December 31, 2024 and September 30, 2025, respectively. Includes non-current derivative liabilities of $0.9 billion and $0.5 billion at December 31, 2024 and September 30, 2025, respectively (see Note 13).

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 11. 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 September 30 were as follows (in millions):

Third Quarter
20242025
Pension BenefitsOPEBPension BenefitsOPEB
U.S. PlansNon-U.S. PlansWorldwideU.S. PlansNon-U.S. PlansWorldwide
Service cost$73$62$6$53$51$5
Interest cost4002375739224555
Expected return on assets(455)(256)—(456)(297)—
Amortization of prior service costs/(credits)23622273
Net remeasurement (gain)/loss11256————
Separation costs/other730—64—
Settlements and curtailments128—————
Net periodic benefit cost/(income)$288$135$65$17$10$63
First Nine Months
20242025
Pension BenefitsOPEBPension BenefitsOPEB
U.S. PlansNon-U.S. PlansWorldwideU.S. PlansNon-U.S. PlansWorldwide
Service cost$219$186$18$157$149$15
Interest cost1,2017051701,178707165
Expected return on assets(1,365)(763)—(1,369)(864)—
Amortization of prior service costs/(credits)7018766197
Net remeasurement (gain)/loss112(127)——(10)—
Separation costs/other1697—1839—
Settlements and curtailments128(3)————
Net periodic benefit cost/(income)$381$113$195$50$40$187

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.

Pension Plan Contributions

During 2025, we now expect to contribute about $750 million of cash to our global funded pension plans. We also expect to make about $450 million of benefit payments to participants in unfunded plans. In the first nine months of 2025, we contributed $702 million to our global funded pension plans and made $333 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 12. DEBT

The carrying value of Company debt excluding Ford Credit and Ford Credit debt was as follows (in millions):

December 31, 2024September 30, 2025
Company excluding Ford Credit
Debt payable within one year
Short-term$632$1,056
Long-term debt payable within one year
U.K. Export Finance Program784—
Public unsecured debt securities176348
Convertible notes (a)—2,300
Other debt (including finance leases) (b)176218
Unamortized (discount)/premium(11)(1)
Unamortized issuance costs(1)(3)
Total debt payable within one year1,7563,918
Long-term debt payable after one year
Public unsecured debt securities14,75914,587
Convertible notes (a)2,300—
U.K. Export Finance Program (c)9402,352
Other debt (including finance leases) (b)1,1601,211
Unamortized (discount)/premium(109)(150)
Unamortized issuance costs(152)(143)
Total long-term debt payable after one year18,89817,857
Total Company excluding Ford Credit$20,654$21,775
Fair value of Company debt excluding Ford Credit (d)$20,178$21,535
Ford Credit
Debt payable within one year
Short-term$17,413$17,540
Long-term payable within one year
Unsecured debt12,87114,169
Asset-backed debt23,05022,085
Unamortized (discount)/premium2(1)
Unamortized issuance costs(18)(20)
Fair value adjustments (e)(125)(63)
Total debt payable within one year53,19353,710
Long-term debt payable after one year
Unsecured debt49,60753,565
Asset-backed debt36,22433,302
Unamortized (discount)/premium(20)(20)
Unamortized issuance costs(217)(218)
Fair value adjustments (e)(919)(174)
Total long-term debt payable after one year84,67586,455
Total Ford Credit$137,868$140,165
Fair value of Ford Credit debt (d)$140,046$142,583

(a)As of September 30, 2025, each $1,000 principal amount of the notes will be convertible into 74.5103 shares of our Common Stock, which is equivalent to a conversion price of approximately $13.42 per share. We recognized issuance cost amortization of $2 million during both the third quarter of 2024 and 2025 and $5 million during both the first nine months of 2024 and 2025.

(b)At December 31, 2024 and September 30, 2025, long-term finance leases payable within one year were $94 million and $134 million, respectively, and long-term finance leases payable after one year were $711 million and $761 million, respectively.

(c)Ford of Britain entered into a £1.0 billion 7-year term loan pursuant to the U.K. Export Finance Program in July 2025.

(d)At December 31, 2024 and September 30, 2025, the fair value of debt includes $632 million and $1,056 million of Company excluding Ford Credit short-term debt, respectively, and $16.2 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.

(e)These adjustments are related to hedging activity and include discontinued hedging relationship adjustments of $(450) million and $(336) million at December 31, 2024 and September 30, 2025, respectively. The carrying value of hedged debt was $41.1 billion and $42.8 billion at December 31, 2024 and September 30, 2025, respectively.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 13. 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 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 September 30 were as follows (in millions):

Third QuarterFirst Nine Months
Cash flow hedges2024202520242025
Reclassified from AOCI to Cost of sales
Foreign currency exchange contracts (a)$16$(23)$80$72
Commodity contracts (b)(11)—(40)10
Fair value hedges
Interest rate contracts
Net interest settlements and accruals on hedging instruments(92)(45)(294)(137)
Fair value changes on hedging instruments58534316598
Fair value changes on hedged debt(553)(33)(316)(576)
Cross-currency interest rate swap contracts
Net interest settlements and accruals on hedging instruments(33)(23)(97)(66)
Fair value changes on hedging instruments266(14)155490
Fair value changes on hedged debt(261)(1)(159)(476)
Derivatives not designated as hedging instruments
Foreign currency exchange contracts (c)133(55)328(64)
Cross-currency interest rate swap contracts210(49)14299
Interest rate contracts(153)—(102)(63)
Commodity contracts——(11)22
Total$107$(209)$(126)$109

(a)For the third quarter and first nine months of 2024, a $388 million loss and a $51 million loss, respectively, were reported in Other comprehensive income/(loss), net of tax. For the third quarter and first nine months of 2025, a $331 million gain and a $274 million loss, respectively, were reported in Other comprehensive income/(loss), net of tax.

(b)For the third quarter and first nine months of 2024, an $11 million gain and a $33 million gain, respectively, were reported in Other comprehensive income/(loss), net of tax. For the third quarter and first nine months of 2025, a $30 million gain and a $38 million gain, respectively, were reported in Other comprehensive income/(loss), net of tax.

(c)For the third quarter and first nine months of 2024, a $138 million gain and a $196 million gain, respectively, were reported in Cost of sales, and a $5 million loss and a $132 million gain, respectively, were reported in Other income/(loss), net. For the third quarter and first nine months of 2025, a $61 million loss and a $65 million gain, respectively, were reported in Cost of sales, and a $6 million gain and a $129 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 13. 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, 2024September 30, 2025
NotionalFair Value of AssetsFair Value of LiabilitiesNotionalFair Value of AssetsFair Value of Liabilities
Cash flow hedges
Foreign currency exchange contracts$20,027$578$123$16,248$241$102
Commodity contracts9592213946361
Fair value hedges
Interest rate contracts16,1946664520,218391258
Cross-currency interest rate swap contracts3,80291394,1583746
Derivatives not designated as hedging instruments
Foreign currency exchange contracts20,79930119222,138153202
Cross-currency interest rate swap contracts5,4551332467,10935424
Interest rate contracts76,97730584585,911374675
Commodity contracts9441431789207
Total derivative financial instruments, gross (a) (b)$145,157$1,428$2,234$157,517$1,943$1,275
Current portion$869$1,311$548$774
Non-current portion5599231,395501
Total derivative financial instruments, gross$1,428$2,234$1,943$1,275

(a)At December 31, 2024 and September 30, 2025, we held collateral of $27 million and $28 million, respectively, and we posted collateral of $127 million and $114 million, respectively.

(b)At December 31, 2024 and September 30, 2025, the fair value of assets and liabilities available for counterparty netting was $780 million and $888 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 14. EMPLOYEE SEPARATION ACTIONS AND EXIT AND DISPOSAL ACTIVITIES

We generally record costs associated with voluntary separations at the time of employee acceptance. We generally 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 we have initiated:

In 2021, we ceased vehicle manufacturing in Sanand, India and exited manufacturing operations in Brazil. In 2022, we ceased manufacturing in Chennai, India and ceased production of the Mondeo in Valencia, Spain. We do not expect significant additional costs for these actions; however, the remaining cash outflows are expected to be finalized over several years.

In 2023, we announced our plan to phase-out production of the Focus at our Saarlouis Body and Assembly plant in Germany. We will cease production in the fourth quarter of 2025, and we plan to repurpose the facility into a technical center.

In 2023, 2024, and 2025, we also had separation programs for hourly and salaried workers, primarily in Europe, and expect these programs to be substantially complete by the end of 2027. In addition, in 2024, we offered voluntary separation packages to certain members of our hourly workforce in North America, and these programs are substantially complete.

The following table summarizes the activities for the periods ended September 30, which are recorded in Other liabilities and deferred revenue (in millions):

Third QuarterFirst Nine Months
2024202520242025
Beginning balance$1,333$1,050$1,086$1,098
Changes in accruals (a)122316911414
Payments(227)(35)(730)(280)
Foreign currency translation and other294(10)103
Ending balance$1,257$1,335$1,257$1,335

(a)Excludes pension costs of $158 million and $4 million in the third quarter of 2024 and 2025, respectively, and $222 million and $39 million in the first nine months of 2024 and 2025, respectively.

We recorded costs of $1.1 billion and $453 million in the first nine months of 2024 and 2025, respectively, related to the initiated actions above. We estimate that we will incur total charges in 2025 that range between $500 million and $750 million related to such actions, primarily attributable to employee separations; some charges are related to plans that are subject to negotiations with a works council, union, or other social partner. In addition, we continue to review our global businesses and may take additional restructuring actions where a path to sustained profitability is not feasible.

NOTE 15. ACQUISITIONS AND DIVESTITURES

Ford Motor Company A/S (“Denmark”). In the third quarter of 2024, we entered into an agreement to sell 100% of our equity interest in Denmark. The entity was classified as held for sale in the fourth quarter of 2024 once all criteria were met. Accordingly, as of December 31, 2024, we reported $52 million of held-for-sale assets, including $47 million of cash, and $33 million of held-for-sale liabilities in Other assets and Other liabilities, respectively. We determined the assets held for sale were not impaired. On January 2, 2025, we completed the sale of Denmark. The consideration received approximated the carrying value of Denmark at the time of sale.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 16. 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 September 30 were as follows (in millions):

Third QuarterFirst Nine Months
2024202520242025
Foreign currency translation
Beginning balance$(6,077)$(5,105)$(5,443)$(6,899)
Gains/(Losses) on foreign currency translation47136(143)1,762
Less: Tax/(Tax benefit) (a)(23)8(4)(64)
Net gains/(losses) on foreign currency translation49428(139)1,826
(Gains)/Losses reclassified from AOCI to net income (b) (c)(64)—(65)(4)
Other comprehensive income/(loss), net of tax (d)43028(204)1,822
Ending balance$(5,647)$(5,077)$(5,647)$(5,077)
Marketable securities
Beginning balance$(150)$53$(170)$(50)
Gains/(Losses) on available for sale securities23734252173
Less: Tax/(Tax benefit)5786040
Net gains/(losses) on available for sale securities18026192133
(Gains)/Losses reclassified from AOCI to net income—(3)11(8)
Less: Tax/(Tax benefit)—(1)3(2)
Net (gains)/losses reclassified from AOCI to net income (c)—(2)8(6)
Other comprehensive income/(loss), net of tax18024200127
Ending balance$30$77$30$77
Derivative instruments
Beginning balance$(83)$(262)$(331)$277
Gains/(Losses) on derivative instruments(377)361(18)(236)
Less: Tax/(Tax benefit)(89)88(5)(51)
Net gains/(losses) on derivative instruments(288)273(13)(185)
(Gains)/Losses reclassified from AOCI to net income(5)23(40)(82)
Less: Tax/(Tax benefit)(1)5(9)(19)
Net (gains)/losses reclassified from AOCI to net income (e)(4)18(31)(63)
Other comprehensive income/(loss), net of tax(292)291(44)(248)
Ending balance$(375)$29$(375)$29
Pension and other postretirement benefits
Beginning balance$(3,047)$(2,928)$(3,098)$(2,967)
Amortization and recognition of prior service costs/(credits)713213592
Less: Tax/(Tax benefit)1873322
Net prior service costs/(credits) reclassified from AOCI to net income532510270
Translation impact on non-U.S. plans(3)1(1)(5)
Other comprehensive income/(loss), net of tax502610165
Ending balance$(2,997)$(2,902)$(2,997)$(2,902)
Total AOCI ending balance at September 30$(8,989)$(7,873)$(8,989)$(7,873)

(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)Includes the reclassification of foreign currency translation net gains of $64 million and $65 million in the third quarter and first nine months of 2024, respectively, to Other income/(loss), net related to the substantial liquidation of certain Ford Credit investments in Europe.

(c)Reclassified to Other Income/(Loss) net.

(d)Excludes a $1 million loss in 2025 related to noncontrolling interests.

(e)Reclassified to Cost of sales. During the next twelve months, we expect to reclassify existing net losses on cash flow hedges of $75 million (see Note 13).

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 17. VARIABLE INTEREST ENTITIES

Certain of our affiliates are VIEs 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 $9.3 billion and $7.7 billion at December 31, 2024 and September 30, 2025, respectively. The guarantee exposure is related to certain debt at our unconsolidated affiliates, which includes amounts outstanding as well as potential future draws up to a maximum amount of $4.9 billion at both December 31, 2024 and September 30, 2025, related to certain obligations of our VIEs, and is also included in Note 18.

In July 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 (“BOSK”), a 50/50 joint venture that is building and will operate electric vehicle battery plants in Tennessee and Kentucky to supply batteries to Ford and Ford affiliates. BOSK is a VIE of which we are not the primary beneficiary, and we use the equity method of accounting for our investment. In December 2024, BOSK entered into a loan agreement with the United States Department of Energy (“DOE”) of up to $9.6 billion (the “BOSK DOE Loan”). In conjunction with the loan agreement, Ford has agreed to guarantee its 50% share of BOSK’s payment obligations under the BOSK DOE Loan. After drawing on the BOSK DOE Loan, BOSK has distributed $3.1 billion (including $1.7 billion in the first quarter of 2025) to Ford as returns of capital. As of September 30, 2025, Ford has recognized contributions (net of returns of capital) to BOSK of $2.9 billion of its agreed capital contribution of up to $6.6 billion through 2026. The total amount of capital contributions is subject to adjustments agreed to by the parties.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 18. 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 $5.3 billion and $5.4 billion at December 31, 2024 and September 30, 2025, respectively. See Note 17 for additional information. The carrying value of recorded liabilities related to financial guarantees was $144 million and $100 million at December 31, 2024 and September 30, 2025, 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 2040, 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 probable amount of payment is recorded. The maximum potential payments and carrying values of recorded liabilities related to non-financial guarantees were de minimis at both December 31, 2024 and September 30, 2025.

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 18. 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 that are significant, or demands for field service actions, environmental remediation programs, sanctions, loss of government incentives, assessments, or other relief, which, if granted, would require significant 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 regulatory matters, for which we estimate the aggregate risk to be a range of up to about $0.6 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 18. 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 September 30 was as follows (in millions):

First Nine Months
20242025
Beginning balance$11,504$14,032
Payments made during the period(4,411)(4,248)
Changes in accrual related to warranties issued during the period4,3295,130
Changes in accrual related to pre-existing warranties2,1591,688
Foreign currency translation and other(267)(18)
Ending balance$13,314$16,584

Changes to our estimated costs are reported as changes in accrual related to pre-existing warranties in the table above, which includes a $572 million charge for a field service action related to fuel injectors announced in the second quarter of 2025. In addition, 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 $1.7 billion in the aggregate.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 19. SEGMENT INFORMATION

We report segment information consistent with the way our chief operating decision maker (“CODM”), our President and Chief Executive Officer, evaluates the operating results and performance of the Company. Accordingly, we analyze the results of our business through the following segments: Ford Blue, Ford Model e, Ford Pro, and Ford Credit.

Beginning January 1, 2025, the expenses and investments for emerging business initiatives in vehicle-adjacent market segments (previously the Ford Next segment) are reflected in the reportable segments that benefit from those expenses and investments or Corporate Other. Prior period amounts were adjusted retrospectively to reflect the change.

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, this segment provides software and connected vehicle technologies on behalf of the enterprise, and manufactures certain EVs, including for Ford Pro. Ford Model e operates in North America, Europe, and China. Ford Model e also includes EV and related sales not considered core to Ford Pro to commercial, government, and rental customers in Europe, China, and Mexico.

Ford Pro Segment

Ford Pro primarily includes the sale of Ford and Lincoln vehicles, service parts, accessories, and services for commercial, government, and rental customers. Included in this segment are sales of all core Ford Pro vehicles, such as Super Duty and the Transit range of vans in North America and Europe and all sales of Ranger in Europe. In the United States and Canada, Ford Pro also includes all vehicle sales to commercial, government, and rental customers. This segment focuses on selling ICE, hybrid, and electric vehicles, and providing digital and physical services to optimize and maintain fleets, including telematics and EV charging solutions. This segment reflects external sales of vehicles produced by Ford Blue and Ford Model e, and the costs (including intersegment markup) associated with acquiring vehicles for sale and providing services are reflected in this segment. Ford Pro operates in North America and Europe.

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.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 19. SEGMENT INFORMATION (Continued)

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, 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) 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 (iii) other items that we do not generally consider to be indicative of earnings from ongoing operating activities. Our management 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 analyzing operating results.

CODM Evaluation of the Business

When we report segment earnings before interest and taxes (“Segment EBIT”) for each of the Ford Blue, Ford Model e, and Ford Pro segments, it consists of the earnings for the particular segment and does not include interest and taxes. Ford Credit segment earnings include interest and exclude taxes (“Segment EBT”). Each segment’s EBIT/EBT also excludes the results reported in Corporate Other and Special Items. For the Ford Blue, Ford Model e, and Ford Pro segments, our CODM reviews Segment EBIT and Segment EBIT margin, as well as market share, revenue, and wholesale volume to evaluate performance and allocate resources, predominately in the budgeting, planning, and forecasting processes. For Segment EBIT, our CODM reviews the year-over-year change in EBIT, sequential change in EBIT, and change in EBIT from internal forecasts/budgets. Revenue and certain of our costs, such as material costs, generally vary directly with changes in volume and mix of vehicles. As a result, our CODM reviews the EBIT impact driven by changes in volume and mix, the EBIT impact driven by changes in exchange, and the EBIT impact driven by changes in net pricing and cost categories at constant volume and mix and/or exchange. For the Ford Credit segment, our CODM reviews Segment EBT to evaluate performance and allocate resources. Expense information is provided to and reviewed by the CODM on a consolidated basis to evaluate cost efficiency and company level performance.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 19. 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 ElementsExamplesSegment Reporting
Costs specific to a particular vehicleBill of material cost and initial warranty accrualReported in the segment externally selling the vehicle
Costs identifiable by product lineManufacturing and logistics costs, depreciation & amortization expense, direct research & development costsTypically identifiable to the product line or production location. Reported in the segment externally selling the vehicle, based on relative volume
Shared costsSelling, general & administrative expense, and indirect/cross product line research & development costsTypically 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 transactionsContract manufacturing and distribution feesReported 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 vehicles in the same facility, are included in Ford Blue. Company-owned vendor tooling dedicated to producing EV parts is reported in Ford Model e. Purchased regulatory credit compliance assets are reported in Ford Blue. There are no Ford manufacturing, Company-owned vendor tooling, or regulatory credit compliance assets reported in Ford Pro. Depreciation and amortization expense is reflected on the basis of production volume. Regulatory compliance credit expense is allocated by vehicle line between the Ford Blue and Ford Pro segments. Regardless of the segment reporting the asset, the related expenses are 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 BlueFord Model eFord 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”)

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 19. SEGMENT INFORMATION (Continued)

Key financial information for the periods ended or at September 30 was as follows (in millions):

Ford BlueFord Model eFord ProFord CreditUnallocated Amounts and Eliminations (a)Total
Third Quarter 2024
External revenues$26,238$1,175$15,655$3,127$1$46,196
Intersegment revenues (b)10,57774——(10,651)—
Total revenues$36,815$1,249$15,655$3,127$(10,650)$46,196
Other segment items (c)35,1912,48013,8422,583
Segment EBIT/EBT$1,624$(1,231)$1,813$544$2,750
Reconciliation of Segment EBIT/EBT
Unallocated amounts:
Corporate Other(200)
Interest on debt (excludes $1,878 of Ford Credit interest on debt)(272)
Special items (d)(1,409)
Income/(Loss) before income taxes$869
Other Segment Disclosures
Depreciation and tooling amortization$743$129$330$611$28$1,841
Investment-related interest income47114126179367
Equity in net income/(loss) of affiliated companies69(13)8210(1)147
Cash outflow for capital spending (e)1,1257771022581,992
Total assets60,52117,5843,833156,41648,693287,047
Third Quarter 2025
External revenues$28,018$1,783$17,378$3,349$6$50,534
Intersegment revenues (b)11,368121——(11,489)—
Total revenues$39,386$1,904$17,378$3,349$(11,483)$50,534
Other segment items (c)37,8463,31415,3932,718
Segment EBIT/EBT$1,540$(1,410)$1,985$631$2,746
Reconciliation of Segment EBIT/EBT
Unallocated amounts:
Corporate Other(160)
Interest on debt (excludes $1,802 of Ford Credit interest on debt)(321)
Special items (f)(447)
Income/(Loss) before income taxes$1,818
Other Segment Disclosures
Depreciation and tooling amortization$811$151$347$642$24$1,975
Investment-related interest income49—1692222379
Equity in net income/(loss) of affiliated companies48(54)10913(95)21
Cash outflow for capital spending (e)1,2378211226292,125
Total assets63,87817,4374,499160,55954,617300,990

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 19. SEGMENT INFORMATION (Continued)

Key financial information for the periods ended or at September 30 was as follows (in millions):

Ford BlueFord Model eFord ProFord CreditUnallocated Amounts and Eliminations (a)Total
First Nine Months 2024
External revenues$74,662$2,441$50,662$9,011$5$136,781
Intersegment revenues (b)33,624207——(33,831)—
Total revenues$108,286$2,648$50,662$9,011$(33,826)$136,781
Other segment items (c)104,5946,35643,2817,798
Segment EBIT/EBT$3,692$(3,708)$7,381$1,213$8,578
Reconciliation of Segment EBIT/EBT
Unallocated amounts:
Corporate Other(508)
Interest on debt (excludes $5,623 of Ford Credit interest on debt)(820)
Special items (g)(2,331)
Income/(Loss) before income taxes$4,919
Other Segment Disclosures
Depreciation and tooling amortization$2,222$424$1,046$1,856$88$5,636
Investment-related interest income1242383935871,144
Equity in net income/(loss) of affiliated companies225(52)31028—511
Cash outflow for capital spending (e)3,2252,72527651446,186
First Nine Months 2025
External revenues$74,799$5,382$51,356$9,827$13$141,377
Intersegment revenues (b)35,500429——(35,929)—
Total revenues$110,299$5,811$51,356$9,827$(35,916)$141,377
Other segment items (c)108,0029,39945,7447,971
Segment EBIT/EBT$2,297$(3,588)$5,612$1,856$6,177
Reconciliation of Segment EBIT/EBT
Unallocated amounts:
Corporate Other(432)
Interest on debt (excludes $5,351 of Ford Credit interest on debt)(906)
Special items (h)(1,859)
Income/(Loss) before income taxes$2,980
Other Segment Disclosures
Depreciation and tooling amortization$2,304$443$1,044$1,875$56$5,722
Investment-related interest income1472462746291,098
Equity in net income/(loss) of affiliated companies162(91)24536(487)(135)
Cash outflow for capital spending (e)3,2872,5343588876,031

(a)Unallocated amounts include Corporate Other (see above description of corporate expenses and corporate assets) and Special Items. Eliminations include intersegment transactions occurring in the ordinary course of business.

(b)Intersegment revenues only reflect finished vehicle transactions between Ford Blue, Ford Model e, and Ford Pro where there is an intersegment markup and are recognized at the time of the intersegment transaction.

(c)Other segment items for the Ford Blue, Ford Model e, and Ford Pro segments primarily consists of: material costs (including commodities and components and purchased vehicles from partners), manufacturing costs (including hourly and salaried wages and fringe, and plant overhead such as utilities and taxes), warranty coverages and field service action costs (including estimated costs to repair, replace, or adjust parts on a vehicle that are defective in factory supplied materials or workmanship), freight and duty costs (including related to the receiving and shipping of components and vehicles), vehicle and software engineering and connectivity costs (including wages and fringe for personnel, prototype materials, testing, and outside services), spending-related costs (including depreciation and amortization of manufacturing and engineering assets, asset retirements, and operating leases), advertising and sales promotions costs (including costs for advertising, marketing programs, brand promotions, customer mailings and promotional events, and auto shows), and administrative, IT, and selling costs (primarily including wages and fringe for salaried personnel and purchased services). Other segment items for Ford Credit primarily consists of interest expense and depreciation.

(d)Primarily reflects a write-down of certain product-specific assets of $391 million and other expenses of $588 million related to the cancellation of a previously planned all-electric three-row SUV program, all of which was recorded in Cost of sales. The remaining items consist of pension curtailment costs and remeasurement losses (primarily related to hourly buyouts in North America) and continued restructuring actions in Europe.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 19. SEGMENT INFORMATION (Continued)

(e)Ford Blue recognized $206 million and $128 million of spending attributable to electric vehicles at shared manufacturing plants during the third quarter of 2024 and 2025, respectively, and $675 million and $486 million in the first nine months of 2024 and 2025, respectively. Total electric vehicle spending, including Ford Blue and Ford Model e, was $983 million and $949 million during the third quarter of 2024 and 2025, respectively, and $3,401 million and $3,020 million in the first nine months of 2024 and 2025, respectively.

(f)Primarily reflects restructuring actions in Europe and our share of asset impairments and other expenses at an equity method investment.

(g)Includes a write-down of certain product-specific assets of $391 million and other expenses of $588 million related to the cancellation of a previously planned all-electric three-row SUV program, all of which was recorded in Cost of sales. The amount also reflects restructuring actions in Europe, buyouts for hourly employees in North America, the extended duration of the Oakville Assembly Plant changeover, and pension curtailment and separation costs in North America and Europe.

(h)Primarily reflects a field service action for fuel injectors, our share of equity method investment asset impairments and write downs and other expenses, charges related to the cancellation of a previously planned all-electric three-row SUV program and resulting actions, and restructuring actions in Europe.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

RECENT DEVELOPMENTS

Production and Supply Chain

On September 17, 2025, a fire at a Novelis Inc. plant in New York disrupted operations at the facility. Novelis is a major aluminum supplier to Ford, and since the fire occurred, we have been working closely with Novelis to address the situation and exploring potential alternative sources of aluminum and mitigating actions to minimize potential disruptions to our operations. Although the ultimate impact on Ford and Ford Credit is uncertain, we expect lower production in the fourth quarter of 2025 driven by the Novelis fire, which we expect to recover partially in 2026. Lower production is likely to result in lower Ford Credit receivables and higher short-term available liquidity at Ford Credit. For more information regarding the impact and potential impact of the Novelis fire on our business, see the Outlook section on page 56 of this 10-Q Report.

See Item 1A. Risk Factors in our 2024 Form 10-K Report for additional discussion of the risks related to disruptions to Ford’s and Ford’s suppliers’ production and operations.

Trade Policy and Tariffs

To the extent governments in various regions implement or intensify barriers to trade, such as erecting tariff or non-tariff barriers, implementing export controls, or manipulating their currency to provide advantages to domestic companies, there can be a significant negative impact on manufacturers based in other markets.

Tariffs implemented to date in the United States and elsewhere have caused significant disruption, increased costs (both directly and indirectly), and uncertainty in the automotive industry, including for Ford, other OEMs, suppliers, and dealers, as well as customers. Moreover, tariffs implemented in the United States and elsewhere in the future may exacerbate these impacts. Further, fragility in the supply chain exacerbated by tariffs and other industry concerns, such as China’s restriction on the export of rare earth minerals, increases the risk of production disruptions and may further increase costs. Tariffs have affected and will continue to affect all OEMs, to various degrees.

In the third quarter of 2025, Ford’s net EBIT impact related to tariffs implemented or revised in 2025 was about $700 million, including the impact of preferential tariff treatment and import adjustment offset amounts. These offsets, which the U.S. government recently expanded, are subject to periodic approval by the U.S. Department of Commerce and may be revised based on ultimate production and import levels. As of September 30, 2025, our balance sheet includes a receivable of about $1 billion reflecting tariffs paid but for which we have not yet received refunds for preferential tariff treatment and import adjustment offsets. The timing for our receipt of these refunds is uncertain and depends, in part, on the category of the tariff.

Although there is uncertainty regarding the application, scope, duration, and timing for implementation of tariffs (including related offsets), those that have been implemented and any additional tariffs or other measures that are implemented in the United States and retaliatory tariffs or other measures or restrictions that are implemented by other governments and the potential related market impacts, should they be sustained for an extended period of time, would have a significant adverse effect, including both operationally and financially, on the overall automotive industry, Ford, and our supply chain in 2025 and beyond.

For additional information regarding the impact and potential impact of trade policy and tariffs on our business, see the Outlook section on page 56 of this 10-Q Report and Item 1A. Risk Factors in our 2024 Form 10-K Report as updated by Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the period ended March 31, 2025.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Electric Vehicle Market

Although we are investing in our electric vehicle strategy, we anticipate that the market for EVs will continue to change. To date, we have observed lower-than-anticipated industrywide EV adoption rates due to changes in consumer sentiment, competitive dynamics, and legal and policy changes, among other factors, which we continue to monitor. The recent termination of U.S. tax credits intended to incentivize the purchase of EVs may negatively affect EV adoption rates and/or pricing. Moreover, potentially significant reductions in the stringency of federal emissions and fuel economy standards and federal legislation that eliminated the authority of California and other states to implement and enforce their most stringent emissions standards and zero-emission vehicle sales requirements, and other actions that may be forthcoming, may add to the disruption of the market for EVs in the United States, our largest market. These developments, which may continue to affect the pace of EV adoption, could extend the period of underutilization of EV production capacity across the industry.

This environment has led us, and may in the near future lead us, to adjust our investments, spending, production, and product or future technology launches to better match the pace of electric vehicle adoption and take incremental pricing actions. As a result of these adjustments and actions, we have incurred, and may continue to incur, significant expenses related to program cancellation costs or otherwise, including payments to our electric vehicle-related suppliers (battery, raw material, or otherwise), asset write-downs, or other matters.

For example, we previously announced the cancellation of an all-electric three-row SUV program. The impact of that cancellation also resulted in changes to future technology and product launches. In addition to incurring expenses of $1.6 billion through the third quarter of 2025 related to these actions, we may incur additional expenses and cash expenditures of about $1.8 billion and will reflect those in the quarter they are incurred as a special item.

These regulatory and market dynamics may continue to occur, which could have a substantial adverse impact on our results of operations and/or business, including our investments in supply, production capacity, and equity method investments.

Further, the pace of EV adoption and slower-than-anticipated development of the EV market may impact our strategy to comply with regulatory emissions and fuel economy standards and zero-emission vehicle requirements. Although recent actions taken and expected to be taken in the United States and elsewhere may eliminate or reduce the stringency of such standards, if consumers do not purchase our EVs and other highly fuel-efficient vehicles in sufficient numbers, it may be difficult for Ford to meet applicable environmental standards in certain markets and may force us to take various product-led actions (e.g., curtailing the production and sale of certain internal combustion vehicles) that could have substantial adverse effects on our sales volume and operations. As previously reported, we have entered into agreements to purchase regulatory compliance credits for current and future model years in various regions, as, in some cases, we plan to utilize credits purchased from third parties to demonstrate regulatory compliance. Our obligations under these agreements generally are dependent on the continued existence of an underlying regulatory compliance requirement in the applicable jurisdiction. To the extent possible and beneficial, we will terminate or renegotiate agreements in response to regulatory changes, as authorized by those agreements. For example, following federal legislative action taken in the United States in the second quarter of 2025 that eliminated certain state authority for new vehicle emissions standards and zero-emission vehicle requirements, we exercised our contractual right to terminate some of the credit purchase transactions under those agreements. As a result of these terminations, in addition to the delivery of credits to us under our purchase agreements and accruals we recorded for credits we are obligated to receive, our future purchase obligations under our compliance credit purchase agreements as of September 30, 2025 totaled about $2.5 billion, down from about $4.2 billion at December 31, 2024. In addition, we have written off, and may in the future write off, compliance credit assets that we are no longer able to use as a result of legal and policy changes. Write-offs to date for such credit assets have been immaterial.

See Item 1A. Risk Factors in our 2024 Form 10-K Report for additional discussion of the risks related to lower-than-anticipated electric vehicle volumes and our planned transition to a greater mix of electric vehicles.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

RESULTS OF OPERATIONS

In the third quarter of 2025, the net income attributable to Ford Motor Company was $2,447 million, and Company adjusted EBIT was $2,586 million.

Net income/(loss) includes certain items (“special items”) that are excluded from Company adjusted EBIT. These items are discussed in more detail in Note 19 of the Notes to the Financial Statements. We report special items separately to allow investors analyzing our results to identify certain infrequent significant items that they may wish to exclude when analyzing operating results. Our pre-tax and tax special items were as follows (in millions):

Third QuarterFirst Nine Months
2024202520242025
Restructuring (by Geography)
Europe$(120)$(332)$(667)$(382)
North America Hourly Buyouts——(260)—
Subtotal Restructuring$(120)$(332)$(927)$(382)
Other Items
Fuel injector field service action$—$(1)$—$(572)
EV program cancellation(979)(13)(979)(385)
Ford share of equity method investment’s asset impairments / other—(74)—(275)
Ford share of BlueOval SK’s asset write down / other—(23)—(216)
EV program dispute19—19—
Extended Oakville Assembly Plant Changeover——(246)—
Other(3)—6—
Subtotal Other Items$(963)$(111)$(1,200)$(1,448)
Pension and OPEB Gain/(Loss)
Pension and OPEB remeasurement$(168)$—$15$10
Pension settlements, curtailments, and separations costs(158)(4)(219)(39)
Subtotal Pension and OPEB Gain/(Loss)$(326)$(4)$(204)$(29)
Total EBIT Special Items$(1,409)$(447)$(2,331)$(1,859)
Provision for/(Benefit from) tax special items (a)$(343)$(1,074)$(533)$(870)

(a)Includes related tax effect on special items and tax special items.

We recorded $0.4 billion of pre-tax special item charges in the third quarter of 2025, primarily reflecting restructuring actions in Europe and our share of asset impairments and other related expenses at an equity method investment.

We recorded a $1.1 billion benefit from tax special items in the third quarter of 2025, including a net benefit of $1.4 billion associated with the release of a valuation allowance resulting from improvements in our South American operations and a non-cash charge of $0.4 billion to deferred tax assets to recognize tax legislation enacted in Germany during the quarter.

In Note 19 of the Notes to the Financial Statements, special items are reflected as a separate reconciling item, as opposed to being allocated among our segments. This reflects the fact that management excludes these items from its review of operating segment results for purposes of measuring segment profitability and allocating resources.

Previous: Cover and table of contents · Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)