AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Evidence
U.S. market share increased to 13.2%, and we posted our best sales performance since 2019.
Proxy Summary / 2025 U.S. market share and sales · Filed 27/03/2026
By meeting customers’ needs and offering choice across powertrains, we had record global hybrid sales, up nearly 25% year-over-year.
Proxy Summary / global hybrid sales · Filed 27/03/2026
Our share is influenced by how our products are perceived by customers in comparison to those offered by other manufacturers based on many factors, including price, quality, styling, reliability, safety, fuel efficiency, functionality, sustainability, and reputation.
Business / factors influencing market share · Filed 11/02/2026
The global automotive industry is intensely competitive, with installed manufacturing capacity generally exceeding current demand.
Risk Factors / competition and installed manufacturing capacity · Filed 11/02/2026
As a result, we are not necessarily able to set our prices to offset higher marketing incentives, commodity or other cost increases, tariffs, or the impact of adverse currency fluctuations.
Risk Factors / limits on offsetting costs through pricing · Filed 11/02/2026
Change in EBIT by Causal Factor (in millions) 2024 Full Year EBIT $ 9,007 Volume / Mix (657) Net Pricing (1,024) Cost (501) Exchange 113 Other (95) 2025 Full Year EBIT $ 6,843 In 2025, Ford Pro’s wholesales decreased 1% from a year ago, primarily reflecting lower industry volume in Europe and the impact of a disruption in aluminum supply, offset partially by higher daily rental volume in North America.
MD&A / Ford Pro 2025 EBIT causal bridge and wholesale changes · Filed 11/02/2026
Change in EBIT by Causal Factor (in millions) Second Quarter 2025 EBIT $ 2,318 Volume / Mix (507) Net Pricing 52 Cost (194) Exchange (12) Other 61 Second Quarter 2026 EBIT $ 1,718 In the second quarter of 2026, Ford Pro’s wholesales decreased 13% from a year ago, primarily reflecting the end of production of the Escape in North America for fleet customers (including daily rental), lower wholesales as a result of the aluminum supply disruption, and lower Ranger wholesales in Europe.
MD&A / Ford Pro second-quarter 2026 EBIT causal bridge and wholesale changes · Filed 29/07/2026
Full year 2025 revenue decreased 1%, driven by moderated pricing across fleets (including daily rental), offset partially by favorable exchange.
MD&A / Ford Pro 2025 revenue and fleet pricing · Filed 11/02/2026
We also sell separately priced service contracts that extend mechanical and maintenance coverages beyond our base warranty agreements to vehicle owners.
Revenue note / separately priced extended service contracts · Filed 11/02/2026
We receive payment at contract inception and the contracts generally range from 12 to 120 months.
Revenue note / service-contract payment and duration · Filed 11/02/2026
We had a balance of $6.2 billion and $6.4 billion of unearned revenue associated primarily with outstanding extended service contracts reported in Other liabilities and deferred revenue at December 31, 2025 and June 30, 2026, respectively.
Note 3 Revenue / extended service-contract deferred revenue · Filed 29/07/2026
We recognized $516 million and $575 million of unearned amounts from prior years as revenue during the second quarter of 2025 and 2026, respectively, and $1.0 billion and $1.2 billion in the first half of 2025 and 2026, respectively.
Note 3 Revenue / recognition of prior-year unearned revenue · Filed 29/07/2026
Amounts paid to dealers to obtain extended service contracts are deferred and recorded as Other assets.
Note 3 Revenue / dealer payments to obtain service contracts · Filed 29/07/2026
Excluding tariffs, cost improved year-over-year, driven by lower material and warranty costs.
MD&A / Ford Pro 2025 material and warranty cost improvement excluding tariffs · Filed 11/02/2026
The lower EBIT was primarily driven by the lower volume, higher commodity prices, and temporary sourcing costs associated with the disruption in aluminum supply.
MD&A / Ford Pro second-quarter 2026 commodity and temporary sourcing costs · Filed 29/07/2026
Favorable mix and net pricing, lower tariffs (excluding temporary Novelis-related), lower regulatory compliance expense, and higher parts and accessories profit were partial offsets.
MD&A / Ford Pro second-quarter 2026 favorable offsets · Filed 29/07/2026
FORD MOTOR COMPANY AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENTS (in millions, except per share amounts) For the periods ended June 30, 2025 2026 2025 2026 Second Quarter First Half (unaudited) Revenues Company excluding Ford Credit $ 46,943 $ 44,891 $ 84,365 $ 84,710 Ford Credit 3,241 3,405 6,478 6,839 Total revenues (Note 3) 50,184 48,296 90,843 91,549 Costs and expenses Cost of sales 44,245 42,216 79,433 77,527 Selling, administrative, and other expenses 2,706 2,684 5,137 5,491 Ford Credit interest, operating, and other expenses 2,722 2,758 5,443 5,564 Total costs and expenses 49,673 47,658 90,013 88,582 Operating income/(loss) 511 638 830 2,967 Interest expense on Company debt excluding Ford Credit 297 357 585 707 Other income/(loss), net (Note 4) 577 449 1,073 1,222 Equity in net income/(loss) of affiliated companies (250) (2,763) (156) (2,603) Income/(Loss) before income taxes 541 (2,033) 1,162 879 Provision for/(Benefit from) income taxes 570 (711) 718 (350) Net income/(loss) (29) (1,322) 444 1,229 Less: Income/(Loss) attributable to noncontrolling interests 7 5 9 8 Net income/(loss) attributable to Ford Motor Company $ (36) $ (1,327) $ 435 $ 1,221 EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO FORD MOTOR COMPANY COMMON AND CLASS B STOCK (Note 6) Basic income/(loss) $ (0.01) $ (0.33) $ 0.11 $ 0.31 Diluted income/(loss) (0.01) (0.33) 0.11 0.30 Weighted-average shares used in computation of earnings/(loss) per share Basic shares 3,980 3,987 3,974 3,989 Diluted shares 3,980 3,987 4,018 4,069 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) For the periods ended June 30, 2025 2026 2025 2026 Second Quarter First Half (unaudited) Net income/(loss) $ (29) $ (1,322) $ 444 $ 1,229 Other comprehensive income/(loss), net of tax (Note 15) Foreign currency translation 1,272 122 1,793 (135) Marketable securities 36 (39) 103 (108) Derivative instruments (410) 1 (539) 132 Pension and other postretirement benefits 17 24 39 49 Total other comprehensive income/(loss), net of tax 915 108 1,396 (62) Comprehensive income/(loss) 886 (1,214) 1,840 1,167 Less: Comprehensive income/(loss) attributable to noncontrolling interests 6 5 8 8 Comprehensive income/(loss) attributable to Ford Motor Company $ 880 $ (1,219) $ 1,832 $ 1,159 The accompanying notes are part of the consolidated financial statements.
Consolidated income statements / second-quarter and first-half 2026 results · Filed 29/07/2026
Financial Statements (Continued) FORD MOTOR COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) For the periods ended June 30, 2025 2026 First Half (unaudited) Cash flows from operating activities Net income/(loss) $ 444 $ 1,229 Depreciation and tooling amortization 3,747 3,748 Other amortization (929) (891) Disposition of investment in BOSK non-cash charges (Note 16) — 2,930 Provision for credit and insurance losses 323 359 Pension and other postretirement employee benefits (“OPEB”) expense/(income) (Note 11) 187 (27) Equity method investment (earnings)/losses and impairments in excess of dividends received 261 (107) Foreign currency adjustments 62 (224) Net realized and unrealized (gains)/losses on cash equivalents, marketable securities, and other investments (Note 4) (43) (4) Stock compensation 275 211 Provision for/(Benefit from) deferred income taxes 212 (881) Decrease/(Increase) in finance receivables (wholesale and other) 2,927 1,217 Decrease/(Increase) in accounts receivable and other assets (3,500) (1,249) Decrease/(Increase) in inventory (1,476) (1,713) Increase/(Decrease) in accounts payable and accrued and other liabilities 7,293 577 Other 213 486 Net cash provided by/(used in) operating activities 9,996 5,661 Cash flows from investing activities Capital spending (3,906) (4,758) Acquisitions of finance receivables and operating leases (24,438) (25,196) Collections of finance receivables and operating leases 22,542 23,598 Purchases of marketable securities and other investments (4,440) (3,134) Sales and maturities of marketable securities and other investments 5,593 5,432 Settlements of derivatives (104) 83 Returns of capital from equity method investments (Note 16) 1,700 — Other 42 (43) Net cash provided by/(used in) investing activities (3,011) (4,018) Cash flows from financing activities Cash payments for dividends and dividend equivalents (1,793) (1,206) Purchases of common stock — (311) Net changes in short-term debt (1,110) (1,755) Proceeds from issuance of long-term debt 20,469 24,464 Payments of long-term debt (24,828) (27,364) Other (146) (198) Net cash provided by/(used in) financing activities (7,408) (6,370) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 483 (127) Net increase/(decrease) in cash, cash equivalents, and restricted cash $ 60 $ (4,854) Cash, cash equivalents, and restricted cash at beginning of period (Note 7) $ 23,190 $ 23,750 Net increase/(decrease) in cash, cash equivalents, and restricted cash 60 (4,854) Cash, cash equivalents, and restricted cash at end of period (Note 7) $ 23,250 $ 18,896 The accompanying notes are part of the consolidated financial statements.
Consolidated cash flows / first-half capital spending, financing and BOSK disposition charge · Filed 29/07/2026
Non-GAAP Financial Measures II-3 NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES RECONCILIATION TO COMPANY ADJUSTED FREE CASH FLOW ($M) 2023 2024 2025 Net cash provided by/(used in) operating activities (GAAP) $14,918 $15,423 $21,282 Less: Items not included in company adjusted free cash flows Ford Credit operating cash flows $1,180 $3,600 $12,931 Funded pension contributions (592 ) (1,073 ) (720 ) Restructuring (including separations)(a) (1,025 ) (799 ) (436 ) Ford Credit tax payments/(refunds) under tax sharing agreement 169 (15 ) — Other, net 240 (877 ) (996 ) Add: Items included in company adjusted free cash flows Company excluding Ford Credit capital spending $(8,152 ) $(8,590 ) $(8,694 ) Ford Credit distributions — 500 1,650 Settlement of derivatives 7 175 54 Company adjusted free cash flow (Non-GAAP) $6,801 $6,672 $3,513 (a) Restructuring excludes cash flows reported in investing activities.
Appendix II / 2023–2025 operating cash flow and adjusted free cash flow reconciliation · Filed 27/03/2026
Proxy Summary 5 Elements of Executive Compensation COMPONENT LINK TO SHAREHOLDER VALUE FIXED Salary Provides base pay aligned with roles, responsibilities, and individual performance to attract and retain top talent SHORT-TERM INCENTIVE Annual Performance Bonus Plan Serves as a primary compensation tool to differentiate based on Company and individual annual performance; Incentivizes expedient delivery of Ford+ Plan LONG-TERM INCENTIVE Performance Stock Units (“PSUs”) Provides a meaningful stake in Ford’s long-term success, focuses executives on achieving corporate goals, and promotes long-term employee retention; Aligns executive and shareholder interest with 100% weight given to our three-year relative Total Shareholder Return (“rTSR”) Restricted Stock Units (“RSUs”) Incentivizes long-term Company success and employee retention while aligning executives’ interests with those of shareholders ADDITIONAL COMPENSATION Retirement and Benefits Encourages retention and provides financial security 2026 Proxy Statement Proxy Summary 6 Underlying our compensation programs is an emphasis on sound governance practices.
Proxy Summary / executive compensation components and three-year relative TSR · Filed 27/03/2026
These practices include: WHAT WE DO WE DO NOT •Perform annual say-on-pay advisory vote for shareholders •Deliver majority of executive compensation in performance-based, at-risk compensation •Use appropriate peer group when establishing compensation and challenging performance objectives •Balance annual and long-term performance objectives through short-and long-term incentive programs •Use both absolute and relative performance metrics •Cap individual payouts in incentive plans and settle all long-term incentive awards in shares •Include clawback provisions in our incentive grants (see Clawback Policies on page 58) •Maintain robust stock ownership guidelines for Named Executives •Condition grants of long-term incentive awards on non-compete and non-disclosure restrictions •Mitigate undue risk-taking in compensation programs •Retain a fully independent external compensation consultant whose independence is reviewed annually by the Committee (see Compensation, Talent and Culture Committee Operations on pages 15-16) •Include a double-trigger change in control provision for equity grants •Provide evergreen employment contracts •Guarantee increases to base salaries •Provide incentives that encourage unnecessary risk-taking •Reprice options, which have not been granted since 2020 •Pay out dividend equivalents on equity awards during vesting periods or performance periods •Provide tax gross-ups on change in control payments •Provide excessive perquisites •Permit officers to hedge their exposure to Ford common stock or allow unlimited pledging of Ford common stock by officers Corporate Governance 7 Corporate Governance Corporate Governance Principles The Board has adopted Corporate Governance Principles, which provide the framework for the governance of the Company and promote the effective functioning of the Board and its Committees.
Proxy Summary / compensation safeguards and adopted governance principles · Filed 27/03/2026
In 2025, approximately 68% of annual director fees were mandatorily deferred into RSUs, which strongly links the interests of the Board with those of shareholders.
Corporate Governance / actual 2025 director compensation deferral · Filed 27/03/2026
✔ Independent Board Committees. Each of the Audit Committee, Compensation, Talent and Culture Committee, and Nominating and Governance Committee is comprised entirely of independent directors.
Corporate Governance / independent board committees · Filed 27/03/2026
As a direct result of the Company’s dual-class structure, the Ford family has a special interest in the long-term success of the Company and provides stability in the face of short-term market pressures and outside influences.
Board response to shareholder Proposal 4 / existing dual-class structure and claimed benefits · Filed 27/03/2026
House, our Chief Financial Officer (“CFO”), have performed an evaluation of the Company’s disclosure controls and procedures, as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of June 30, 2026, and each has concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by SEC rules and forms, and that such information is accumulated and communicated to the CEO and CFO to allow timely decisions regarding required disclosures.
Controls and Procedures / management assessment as of June 30, 2026 · Filed 29/07/2026
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.
Note 3 Revenue / return rights, marketing incentives and pricing adjustments · Filed 29/07/2026
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.
Risk Factors / recorded EV-related charges following demand and pricing weakness · Filed 11/02/2026
SEGMENT INFORMATION (Continued) Key financial information for the years ended or at December 31 was as follows (in millions): Ford Blue Ford Model e Ford Pro Ford Credit Unallocated Amounts and Eliminations (a) Total 2023 External revenues $ 101,934 $ 5,899 $ 58,058 $ 10,290 $ 10 $ 176,191 Intersegment revenues (b) 38,693 629 — — (39,322) — Total revenues $ 140,627 $ 6,528 $ 58,058 $ 10,290 $ (39,312) $ 176,191 Other segment items (c) 133,174 11,306 50,841 8,959 Segment EBIT/EBT $ 7,453 $ (4,778) $ 7,217 $ 1,331 $ 11,223 Reconciliation of Segment EBIT/EBT Unallocated amounts: Corporate Other (807) Interest on debt (excludes $6,311 of Ford Credit interest on debt) (1,302) Special items (d) (5,147) Income/(Loss) before income taxes $ 3,967 Other Segment Disclosures Depreciation and tooling amortization $ 3,378 $ 517 $ 1,291 $ 2,354 $ 150 $ 7,690 Investment-related interest income 110 1 32 522 902 1,567 Equity in net income/(loss) of affiliated companies 334 (55) 589 32 (486) 414 Cash outflow for capital spending 4,963 2,867 7 80 319 8,236 Total assets 59,036 13,692 2,942 148,521 49,119 273,310 2024 External Revenues $ 101,935 $ 3,858 $ 66,906 $ 12,286 $ 7 $ 184,992 Intersegment Revenues (b) 43,442 257 — — (43,699) — Total Revenues $ 145,377 $ 4,115 $ 66,906 $ 12,286 $ (43,692) $ 184,992 Other segment items (c) 140,108 9,220 57,899 10,632 Segment EBIT/EBT $ 5,269 $ (5,105) $ 9,007 $ 1,654 $ 10,825 Reconciliation of Segment EBIT/EBT Unallocated amounts: Corporate Other (617) Interest on debt (excludes $7,583 of Ford Credit interest on debt) (1,115) Special items (e) (1,860) Income/(Loss) before income taxes $ 7,233 Other Segment Disclosures Depreciation and tooling amortization $ 2,952 $ 568 $ 1,394 $ 2,529 $ 124 $ 7,567 Investment-related interest income 167 2 52 500 819 1,540 Equity in net income/(loss) of affiliated companies 237 (66) 482 42 (17) 678 Cash outflow for capital spending 4,490 3,846 37 94 217 8,684 Total assets 58,834 17,111 3,469 157,534 48,248 285,196 174 FORD MOTOR COMPANY AND SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS NOTE 25.
Note 25 Segment Information / 2023–2024 segment results and capital spending · Filed 11/02/2026
