Ford Motor Company (Exact Name of Registrant As Specified in Its Charter)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ Commission file number 1-3950 Ford Motor Company (Exact name of Registrant as specified in its charter) Delaware 38-0549190 (State of incorporation) (I.R.S. Employer Identification No.) One American Road Dearborn, Michigan 48126 (Address of principal executive offices) (Zip code) 313-322-3000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, par value $.01 per share F New York Stock Exchange 6.200% Notes due June 1, 2059 FPRB New York Stock Exchange 6.000% Notes due December 1, 2059 FPRC New York Stock Exchange Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of July 24, 2020, Ford had outstanding 3,907,536,920 shares of Common Stock and 70,852,076 shares of Class B Stock. Exhibit Index begins on page 74 FORD MOTOR COMPANY QUARTERLY REPORT ON FORM 10-Q For the Quarter Ended June 30, 2020 Table of Contents Page Part I - Financial Information Item 1 Financial Statements 1 Consolidated Statements of Cash Flows 1 Consolidated Income Statements 2 Consolidated Statements of Comprehensive Income 2 Consolidated Balance Sheets 3 Consolidated Statements of Equity 4 Notes to the Financial Statements 5 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 Recent Developments 35 Results of Operations 36 Automotive Segment 38 Mobility Segment 44 Ford Credit Segment 45 Corporate Other 48 Interest on Debt 48 Taxes 48 Liquidity and Capital Resources 49 Credit Ratings 58 Outlook 59 Cautionary Note on Forward-Looking Statements 60 Non-GAAP Financial Measures That Supplement GAAP Measures 61 Non-GAAP Financial Measure Reconciliations 63 Supplemental Information 66 Critical Accounting Estimates 70 Accounting Standards Issued But Not Yet Adopted 70 Item 3 Quantitative and Qualitative Disclosures About Market Risk 71 Item 4 Controls and Procedures 71 Part II - Other Information Item 1 Legal Proceedings 72 Item 1A Risk Factors 73 Item 6 Exhibits 74 Signature 75 i PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements. FORD MOTOR COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) For the periods ended June 30, 2019 2020 First Half (unaudited) Cash flows from operating activities Net income/(loss) $ 1,333 $ (875) Depreciation and tooling amortization 4,988 4,802 Other amortization (587) (590) Held-for-sale impairment charges — 18 Provision for credit and insurance losses 166 779 Pension and other post-retirement employee benefits (“OPEB”) expense/(income) 123 (454) Equity investment dividends received in excess of (earnings)/losses 21 169 Foreign currency adjustments (92) 113 Net (gain)/loss on changes in investments in affiliates (2) (3,480) Stock compensation 169 107 Provision for deferred income taxes 200 655 Decrease/(Increase) in finance receivables (wholesale and other) 715 9,772 Decrease/(Increase) in accounts receivable and other assets (962) 220 Decrease/(Increase) in inventory (1,180) 66 Increase/(Decrease) in accounts payable and accrued and other liabilities 4,929 (2,485) Other 186 (175) Net cash provided by/(used in) operating activities 10,007 8,642 Cash flows from investing activities Capital spending (3,553) (2,955) Acquisitions of finance receivables and operating leases (26,202) (27,113) Collections of finance receivables and operating leases 24,974 22,923 Proceeds from sale of business (Note 17) — 1,340 Purchases of marketable securities and other investments (7,670) (19,624) Sales and maturities of marketable securities and other investments 8,540 10,804 Settlements of derivatives 83 73 Other 4 337 Net cash provided by/(used in) investing activities (3,824) (14,215) Cash flows from financing activities Cash payments for dividends and dividend equivalents (1,196) (596) Purchases of common stock — — Net changes in short-term debt 71 (789) Proceeds from issuance of long-term debt 26,233 44,303 Principal payments on long-term debt (25,767) (23,345) Other (149) (182) Net cash provided by/(used in) financing activities (808) 19,391 Effect of exchange rate changes on cash, cash equivalents, and restricted cash 24 (378) Net increase/(decrease) in cash, cash equivalents, and restricted cash $ 5,399 $ 13,440 Cash, cash equivalents, and restricted cash at beginning of period (Note 7) $ 16,907 $ 17,741 Net increase/(decrease) in cash, cash equivalents, and restricted cash 5,399 13,440 Cash, cash equivalents, and restricted cash at end of period (Note 7) $ 22,306 $ 31,181 The accompanying notes are part of the consolidated financial statements. 1 Item 1. Financial Statements (continued) FORD MOTOR COMPANY AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENTS (in millions, except per share amounts) For the periods ended June 30, 2019 2020 2019 2020 Second Quarter First Half (unaudited) Revenues Automotive $ 35,758 $ 16,622 $ 72,997 $ 47,962 Ford Credit 3,089 2,739 6,186 5,706 Mobility 6 10 12 23 Total revenues (Note 3) 38,853 19,371 79,195 53,691 Costs and expenses Cost of sales 33,657 17,932 67,599 48,454 Selling, administrative, and other expenses 2,725 1,965 5,568 4,397 Ford Credit interest, operating, and other expenses 2,381 2,233 4,736 5,157 Total costs and expenses 38,763 22,130 77,903 58,008 Operating income/(loss) 90 (2,759) 1,292 (4,317) Interest expense on Automotive debt 230 439 461 653 Interest expense on Other debt 14 11 28 24 Other income/(loss), net (Note 4) 272 4,318 900 4,998 Equity in net income/(loss) of affiliated companies 87 (25) 112 (66) Income/(Loss) before income taxes 205 1,084 1,815 (62) Provision for/(Benefit from) income taxes 55 (34) 482 813 Net income/(loss) 150 1,118 1,333 (875) Less: Income/(Loss) attributable to noncontrolling interests 2 1 39 1 Net income/(loss) attributable to Ford Motor Company $ 148 $ 1,117 $ 1,294 $ (876) EARNINGS PER SHARE ATTRIBUTABLE TO FORD MOTOR COMPANY COMMON AND CLASS B STOCK (Note 6) Basic income/(loss) $ 0.04 $ 0.28 $ 0.33 $ (0.22) Diluted income/(loss) 0.04 0.28 0.32 (0.22) Weighted-average shares used in computation of earnings per share Basic shares 3,984 3,975 3,979 3,969 Diluted shares 4,013 3,992 4,005 3,969 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) For the periods ended June 30, 2019 2020 2019 2020 Second Quarter First Half (unaudited) Net income/(loss) $ 150 $ 1,118 $ 1,333 $ (875) Other comprehensive income/(loss), net of tax (Note 18) Foreign currency translation (127) (102) 116 (1,555) Marketable securities 59 99 122 113 Derivative instruments 117 (24) (329) 668 Pension and other postretirement benefits 16 17 21 31 Total other comprehensive income/(loss), net of tax 65 (10) (70) (743) Comprehensive income/(loss) 215 1,108 1,263 (1,618) Less: Comprehensive income/(loss) attributable to noncontrolling interests 2 1 39 1 Comprehensive income/(loss) attributable to Ford Motor Company $ 213 $ 1,107 $ 1,224 $ (1,619) The accompanying notes are part of the consolidated financial statements. 2 Item 1. Financial Statements (continued) FORD MOTOR COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions) December 31, June 30, 2019 2020 (unaudited) ASSETS Cash and cash equivalents (Note 7) $ 17,504 $ 30,989 Marketable securities (Note 7) 17,147 26,141 Ford Credit finance receivables, net of allowance for credit losses of $162 and $396 (Note 8) 53,651 42,720 Trade and other receivables, less allowances of $63 and $75 9,237 9,107 Inventories (Note 9) 10,786 10,220 Assets held for sale (Note 17) 2,383 720 Other assets 3,339 4,214 Total current assets 114,047 124,111 Ford Credit finance receivables, net of allowance for credit losses of $351 and $889 (Note 8) 53,703 53,987 Net investment in operating leases 29,230 27,716 Net property 36,469 35,276 Equity in