F

FORD MOTOR CO

NYSE · CONSUMER DISCRETIONARY · MOTOR VEHICLES & PASSENGER CAR BODIES

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MKT CAP $45.3BP/E —DIV YIELD —FCF YIELD 21.08%REV TTM $189.9B +3.8%NET INCOME −$6.1B −221.6%NET CASH $17.4B52W 11.21 – 17.44SEC XBRL · TTM TO Invalid Date

How F rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Market volatility and shifting global supply chains have continued to create some production constraints, though conditions have improved from the immediate post-COVID period.
As we adjust to shifting market conditions and balance our production mix, continued uncertainty with regard to current and future levels of tariffs, as discussed above, could have a significant impact on our supply chain and, in turn, our production.
We continue to reevaluate our supply base and sourcing decisions and may in the future incur charges to improve flexibility and cost competitiveness.
In September 2025 and November 2025, fires at a Novelis Inc. plant in New York disrupted operations at the facility.
Novelis is a major aluminum supplier to Ford, and since the initial fire occurred, we have been working closely with Novelis to address the situation and exploring potential alternative sources of aluminum.
We have also sought mitigating actions to minimize potential disruptions to our operations.
Although the ultimate impact on Ford is uncertain, we experienced lower production in the fourth quarter of 2025 driven by the Novelis fires, which we expect to recover partially in 2026.
For more information regarding the impact and potential impact of the Novelis fires on our business, see the Outlook section on page 74 of this Report.
Risk Factors for additional discussion of the risks related to disruptions to Ford’s and Ford’s suppliers’ production and operations.
Although we are investing in our EV strategy, we anticipate that the EV market will continue to evolve.
To date, we have observed lower-than-anticipated industrywide EV adoption rates due to changes in consumer sentiment, competitive dynamics, legal and policy changes, and significant developments in vehicle pricing dynamics, among other factors that we continue to monitor.
The trend may be further exacerbated as policy changes in the United States have reduced or eliminated supply- and demand-side EV incentives, which may further slow the adoption of EVs.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) This environment has led us, and may in the future lead us, to adjust our investments, spending, production, and product and future technology launches to better match the pace of EV adoption.
As a result of the lower-than-anticipated adoption rates, near-term pricing pressures, and other factors, we have recorded and may continue to incur charges related to payments to our EV-related suppliers (battery, raw material, or otherwise), inventory adjustments, impairments, or other matters.
For example, in 2024, we 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.
Through December 31, 2025, we incurred expenses of $2.4 billion related to these actions, all of which we reported as special items.
Although we do not expect to incur significant additional expenses, cash payments related to these actions will continue through 2026.
In December 2025, we announced our decision to rationalize our EV manufacturing capacity and product roadmap, including cancelling three previously planned EVs and ending production of the current generation F-150 Lightning EV.
As a result of the challenges facing the EV market and the decisions we made in response to those challenges, we recorded the following charges as special items: an $8.4 billion pre-tax non-cash impairment charge, including goodwill, for our Model e long-lived assets; $1.1 billion of non-cash asset write-downs related to the EV program cancellations described above; and $1.2 billion of other charges to be paid in cash (primarily related to contractual commitments related to those programs).
We may incur additional expenses and cash expenditures of up to about $4 billion related to these actions and will recognize those charges in the quarter they are incurred as a special item.
In addition, in December 2025, Ford, SK On Co., Ltd., and SK Battery America, Inc., and BlueOval SK, LLC (“BOSK”) entered into a Joint Venture Disposition Agreement (“JVDA”), pursuant to which our membership interest in BOSK will be redeemed, and a Ford subsidiary will receive BOSK’s two Kentucky plants and related assets, and will assume the related liabilities.
The value of the liabilities assumed is expected to exceed the value of the assets received; accordingly, we do not expect to recover the carrying amount of our investment in BOSK.
Therefore, in the fourth quarter of 2025, we recorded a $3.2 billion pre-tax non-cash impairment charge as a special item.
Upon closing of the transactions contemplated by the JVDA (expected in the first half of 2026), we expect to recognize additional special item charges of about $3 billion, which includes about $500 million of cash expenditures.
For additional information about BOSK and the JVDA, see Note 23 of the Notes to the Financial Statements.
In total, in the fourth quarter of 2025, we recorded about $13.8 billion of charges related to our updated EV strategy and the expected disposition of our BOSK investment.
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 and/or purchase compliance credits from third parties.
For additional discussion of the impact of changes in the EV market to our business, and the risks related thereto, see the “Governmental Standards” discussion in “Item 1.
Although a few global central banks have raised interest rates recently, most remain in the process of lowering policy rates that had been elevated in order to address inflation concerns.
As these policy rates shift, central banks need to carefully balance the risk that inflation remains elevated against the heightened financial and economic risks associated with high interest rates.
This is notable for many emerging markets, which may also face increased exposure to commodity prices and political instability, contributing to unpredictable movements in the value of their exchange rates.
In addition to direct impacts on the financial flows of global automotive companies, currency movements can also impact pricing of vehicles exported to overseas markets.
In most markets, exchange rates are market-determined, and all are impacted by many different macroeconomic and policy factors, and thus likely to remain volatile.
However, in some markets, exchange rates are heavily influenced or controlled by governments.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) Pricing Pressure.

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Risk Factors for additional discussion of the risks related to lower-than-anticipated electric vehicle volumes and our planned transition to a greater mix of electric vehicles.
Spot prices for various commodities have recently diverged somewhat, as weakening in global industrial activity mitigates price increases for base metals such as steel and aluminum, while precious metals (e.g., palladium), and raw materials that are used in batteries for electric vehicles (e.g., lithium, cobalt, and nickel) have declined from historic highs but remain elevated.
The net impact on us and our suppliers has been higher material costs overall.
To help ensure supply of raw materials for critical components (e.g., Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) batteries), we, like others in the industry, have entered into multi-year sourcing agreements and may enter into additional agreements.
Similar dynamics are impacting energy markets, with Europe particularly exposed to the risk of both higher prices and constraints on supply of natural gas due to the ongoing conflict in Ukraine.
Such shortages may impact facilities operated by us or our suppliers, which could have an impact on us in Europe and other regions.
For example, in Ford Blue, our larger, more profitable vehicles had an average contribution margin that was 150% of our total average contribution margin across all vehicles, whereas our smaller vehicles had significantly lower contribution margins.
In addition, government regulations aimed at reducing emissions and increasing fuel efficiency (e.g., ZEV mandates and low emission zones), and other factors that accelerate the transition to electrified vehicles, may increase the cost of vehicles by more than the perceived benefit to consumers and dampen margins.
We continue to see lingering impacts on our business due to inflation, including ongoing geopolitical volatility, driving up energy prices, freight premiums, and other operating costs above normal rates.
Interest rates have increased significantly and are only now beginning to reverse, as central banks in developed countries attempted to subdue inflation while government deficits and debt remain at high levels in many global markets.
Accordingly, the eventual implications of higher government deficits and debt, tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost of capital for the business.
We also earn income from operating lease assets, primarily vehicles, and record the income on a straight-line basis over the term of the lease agreement.
Transactions between Ford Credit and our other segments occur in the ordinary course of business.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) Costs and Expenses Our income statement classifies our Company excluding Ford Credit total costs and expenses into two categories: (i) cost of sales, and (ii) selling, administrative, and other expenses.
Specifically, we include in cost of sales each of the following: material costs (including commodity costs); freight costs; warranty, including product recall costs; labor and other costs related to the development and production of our vehicles and connectivity, parts, accessories, and services; depreciation and amortization; regulatory compliance expenses; and other associated costs.
These costs include material (including commodity), warranty, and freight and duty costs. • Structural Costs – these costs typically do not have a directly proportionate relationship to production volume.
For example, structural costs are necessary to grow our business and improve profitability, invest in new products and technologies, respond to increasing industry sales volume, and grow our market share.
Cost of sales and Selling, administrative, and other expenses for full year 2024 were $168.7 billion.
These items are discussed in more detail in Note 25 of the Notes to the Financial Statements.
Our pre-tax and tax special items were as follows (in millions): 2023 2024 Restructuring (by Geography) Europe $ (978) $ (716) North America Hourly Buyouts — (260) China (958) (16) Other (a) (87) — Subtotal Restructuring $ (2,023) $ (992) Other Items EV program cancellation $ — $ (1,200) Transit Connect customs matter (396) — Extended Oakville Assembly Plant Changeover — (181) EV program dispute (143) 19 Other (including gains/(losses) on investments) (188) 22 Subtotal Other Items $ (727) $ (1,340) Pension and OPEB Gain/(Loss) Pension and OPEB remeasurement $ (2,058) $ 687 Pension settlements, curtailments, and separations costs (339) (215) Subtotal Pension and OPEB Gain/(Loss) $ (2,397) $ 472 Total EBIT Special Items $ (5,147) $ (1,860) Provision for/(Benefit from) tax special items (b) $ (1,273) $ (323) __________ (a) 2023 includes $28 million related to restructuring charges in India and $41 million in North America.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) COMPANY KEY METRICS The table below shows our full year 2024 key metrics for the Company compared to a year ago. 2023 2024 H / (L) GAAP Financial Measures Cash Flows from Operating Activities ($B) $ 14.9 $ 15.4 $ 0.5 Revenue ($M) 176,191 184,992 5 % Net Income/(Loss) ($M) 4,347 5,879 $ 1,532 Net Income/(Loss) Margin (%) 2.5 % 3.2 % 0.7 ppts EPS (Diluted) $ 1.08 $ 1.46 $ 0.38 Non-GAAP Financial Measures (a) Company Adj.
Net income/(loss) margin was 3.2% in 2024, up from 2.5% a year ago.
Company adjusted EBIT margin was 5.5% in 2024, down from 5.9% a year ago.
The table below shows our full year 2024 net income/(loss) attributable to Ford and Company adjusted EBIT by segment (in millions). 2023 2024 H / (L) Ford Blue $ 7,462 $ 5,284 $ (2,178) Ford Model e (4,701) (5,076) (375) Ford Pro 7,222 9,015 1,793 Ford Next (138) (50) 88 Ford Credit 1,331 1,654 323 Corporate Other (760) (619) 141 Company Adjusted EBIT (a) 10,416 10,208 (208) Interest on Debt (1,302) (1,115) 187 Special Items (5,147) (1,860) 3,287 Taxes / Noncontrolling Interests 380 (1,354) (1,734) Net Income/(Loss) $ 4,347 $ 5,879 $ 1,532 __________ (a) See Non-GAAP Financial Measure Reconciliations section for reconciliation to GAAP.
Ford Blue Segment 2023 2024 H / (L) Key Metrics Wholesale Units (000) (a) 2,920 2,862 (58) Revenue ($M) $ 101,934 $ 101,935 $ 1 EBIT ($M) 7,462 5,284 (2,178) EBIT Margin (%) 7.3 % 5.2 % (2.1) ppts __________ (a) Includes Ford and Lincoln brand and JMC brand vehicles produced and sold in China by our unconsolidated affiliates (about 455,000 units in 2023 and 438,000 units in 2024) Change in EBIT by Causal Factor (in millions) 2023 Full Year EBIT $ 7,462 Volume / Mix (1,130) Net Pricing 732 Cost (904) Exchange (1,194) Other 318 2024 Full Year EBIT $ 5,284 In 2024, Ford Blue’s wholesales decreased 2% from a year ago, driven primarily by the end of production of the Fiesta in Europe and the Edge in North America, offset partially by higher Ranger and Bronco wholesales.
Full year 2024 revenue is flat year over year, primarily reflecting favorable currency-related pricing in South America and higher outside component sales revenue, offset by unfavorable exchange resulting from a stronger U.S. dollar.
Ford Blue’s 2024 full year EBIT was $5,284 million, a decrease of $2,178 million from a year ago, with an EBIT margin of 5.2%.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) Ford Model e Segment 2023 2024 H / (L) Key Metrics Wholesale Units (000) 116 105 (11) Revenue ($M) $ 5,897 $ 3,852 $ (2,045) EBIT ($M) (4,701) (5,076) (375) EBIT Margin (%) (79.7) % (131.8) % (52.0) ppts Change in EBIT by Causal Factor (in millions) 2023 Full Year EBIT $ (4,701) Volume / Mix (101) Net Pricing (1,575) Cost 1,375 Exchange (112) Other 38 2024 Full Year EBIT $ (5,076) In 2024, Ford Model e’s wholesales decreased 9% from a year ago, reflecting lower Mustang Mach-E and F-150 Lightning wholesales due to competitive market conditions, offset partially by the introduction of the Explorer BEV and Capri in Europe.
Ford Model e’s 2024 full year EBIT loss was $5,076 million, a $375 million higher loss than a year ago, with an EBIT margin of negative 131.8%.
Ford Pro Segment 2023 2024 H / (L) Key Metrics Wholesale Units (000) (a) 1,377 1,503 126 Revenue ($M) $ 58,058 $ 66,906 $ 8,848 EBIT ($M) 7,222 9,015 1,793 EBIT Margin (%) 12.4 % 13.5 % 1.0 ppts __________ (a) Includes Ford brand vehicles produced and sold by our unconsolidated affiliate Ford Otosan in Türkiye (about 90,000 units in 2023 and 91,000 units in 2024).
Change in EBIT by Causal Factor (in millions) 2023 Full Year EBIT $ 7,222 Volume / Mix 3,309 Net Pricing 937 Cost (2,823) Exchange 245 Other 125 2024 Full Year EBIT $ 9,015 In 2024, Ford Pro’s wholesales increased 9% from a year ago, primarily reflecting higher sales of Super Duty and the Transit family of vehicles, offset partially by the end of production of the Edge in North America for fleet customers (including daily rental).
Ford Pro’s 2024 full year EBIT was $9,015 million, an increase of $1,793 million from a year ago, with an EBIT margin of 13.5%.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) Definitions and Information Regarding Ford Blue, Ford Model e, and Ford Pro Causal Factors In general, we measure year-over-year change in Ford Blue, Ford Model e, and Ford Pro segment EBIT using the causal factors listed below, with net pricing and cost variances calculated at present-year volume and mix and exchange: • Market Factors (exclude the impact of unconsolidated affiliate wholesale units): ◦ Volume and Mix – primarily measures EBIT variance from changes in wholesale unit volumes (at prior-year average contribution margin per unit) driven by changes in industry volume, market share, and dealer stocks, as well as the EBIT variance resulting from changes in product mix, including mix among vehicle lines and mix of trim levels and options within a vehicle line ◦ Net Pricing – primarily measures EBIT variance driven by changes in wholesale unit prices to dealers and marketing incentive programs such as rebate programs, low-rate financing offers, special lease offers, and stock adjustments on dealer inventory • Cost: ◦ Contribution Costs – primarily measures EBIT variance driven by per-unit changes in cost categories that typically vary with volume, such as material costs (including commodity and component costs), warranty expense, and freight and duty costs ◦ Structural Costs – primarily measures EBIT variance driven by absolute change in cost categories that typically do not have a directly proportionate relationship to production volume.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) Ford Next Segment In 2024, the Ford Next segment primarily included expenses and investments for emerging business initiatives aimed at creating value for Ford in vehicle-adjacent market segments.
As of January 1, 2025, Ford Next is no longer a reportable segment, and those expenses and investments are reflected in either the reportable segments that benefit from those expenses and investments or Corporate Other.
Our Ford Next segment EBIT loss in 2024 was $50 million, an $88 million improvement from a year ago.
Ford Next has evolved from primarily investing in the development of autonomous vehicle capabilities to focus exclusively on incubating and launching new businesses creating strategic value for Ford.
Ford Credit Segment The tables below provide full year 2024 key metrics and the change in full year 2024 EBT compared with full year 2023 by causal factor for the Ford Credit segment.
For a description of these causal factors, see Definitions and Information Regarding Ford Credit Causal Factors . 2023 2024 H / (L) GAAP Financial Measures Total Net Receivables ($B) $ 133.2 $ 143.6 $ 10.4 Loss-to-Receivables (bps) (a) 35 50 15 Auction Values (b) $ 30,950 $ 29,810 (4) % EBT ($M) 1,331 1,654 $ 323 ROE (%) 10.6 % 9.1 % (1.5) ppts Other Balance Sheet Metrics Debt ($B) $ 129.3 $ 137.9 $ 8.6 Net Liquidity ($B) 25.7 25.2 (0.5) Financial Statement Leverage (to 1) 9.7 10.0 0.3 __________ (a) U.S. retail financing only.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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