Ford Motor : Form 10K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2018 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

Common Stock, par value $.01 per share

Name of each exchange on which registeredNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo

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. YesNo

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). YesNo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging 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 Act). YesNo

As of June 29, 2018, Ford had outstanding 3,914,690,010 shares of Common Stock and 70,852,076 shares of Class B Stock. Based on the New York Stock Exchange Composite Transaction closing price of the Common Stock on that date ($11.07 per share), the aggregate market value of such Common Stock was $43,335,618,411. Although there is no quoted market for our Class B Stock, shares of Class B Stock may be converted at any time into an equal number of shares of Common Stock for the purpose of effecting the sale or other disposition of such shares of Common Stock. The shares of Common Stock and Class B Stock outstanding at June 29, 2018 included shares owned by persons who may be deemed to be "affiliates" of Ford. We do not believe, however, that any such person should be considered to be an affiliate. For information concerning ownership of outstanding Common Stock and Class B Stock, see the Proxy Statement for Ford's Annual Meeting of Stockholders currently scheduled to be held on May 9, 2019 (our "Proxy Statement"), which is incorporated by reference under various Items of this Report as indicated below.

As of January 31, 2019, Ford had outstanding 3,907,699,661 shares of Common Stock and 70,852,076 shares of Class B Stock. Based on the New York Stock Exchange Composite Transaction closing price of the Common Stock on that date ($8.80 per share), the aggregate market value of such Common Stock was $34,387,757,017.

DOCUMENTS INCORPORATED BY REFERENCE

DocumentProxy Statement*

Where Incorporated

Part III (Items 10, 11, 12, 13, and 14)

__________

* As stated under various Items of this Report, only certain specified portions of such document are incorporated by reference in this Report.

Exhibit Index begins on page96

FORD MOTOR COMPANY

ANNUAL REPORT ON FORM 10-K For the Year Ended December 31, 2018

Table of Contents

Page

Part I
Item 1	Business	1
Overview	2
Automotive Segment	2
Mobility Segment	7
Ford Credit Segment	7
Governmental Standards	8
Employment Data	14
Item 1A	Risk Factors	14
Item 1B	Unresolved Staff Comments	20
Item 2	Properties	20
Item 3	Legal Proceedings	22
Item 4	Mine Safety Disclosures	24
Item 4A	Executive Officers of Ford	24
Part II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of	25
Equity Securities
Item 6	Selected Financial Data	26
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Overview	27
Results of Operations - 2018	32
Automotive Segment	34
Mobility Segment	43
Ford Credit Segment	44
Corporate Other	47
Interest on Debt	47
Special Items	47
Taxes	47
Results of Operations - 2017	48
Automotive Segment	50
Mobility Segment	57
Ford Credit Segment	58
Corporate Other	59
Interest on Debt	59
Special Items	59
Taxes	59
Liquidity and Capital Resources	60
Credit Ratings	70
2019 External Factors Assumptions	71
Outlook	72
Non-GAAP Financial Measure Reconciliations	74
2018 Supplemental Financial Information	77
Critical Accounting Estimates	81
Accounting Standards Issued But Not Yet Adopted	88
Aggregate Contractual Obligations	89
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	90
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Table of Contents

(continued)

Item 8	Financial Statements and Supplementary Data	93
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	93
Item 9A	Controls and Procedures	94
Item 9B	Other Information	94
Part III
Item 10	Directors, Executive Officers of Ford, and Corporate Governance	95
Item 11	Executive Compensation	95
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder	95
Matters
Item 13	Certain Relationships and Related Transactions, and Director Independence	95
Item 14	Principal Accounting Fees and Services	95
Part IV
Item 15	Exhibits and Financial Statement Schedules	96
Item 16	Form 10-K Summary	99
Signatures	100
Ford Motor Company and Subsidiaries Financial Statements
Report of Independent Registered Public Accounting Firm	FS-1
Consolidated Income Statement	FS-3
Consolidated Statement of Comprehensive Income	FS-3
Consolidated Balance Sheet	FS-4
Consolidated Statement of Cash Flows	FS-5
Consolidated Statement of Equity	FS-6
Notes to the Financial Statements	FS-7
Schedule II - Valuation and Qualifying Accounts	FSS-1

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PART I.

ITEM 1.Business.

Ford Motor Company was incorporated in Delaware in 1919. We acquired the business of a Michigan company, also known as Ford Motor Company, which had been incorporated in 1903 to produce and sell automobiles designed and engineered by Henry Ford. We are a global company based in Dearborn, Michigan. With about 199,000 employees worldwide, the Company designs, manufactures, markets, and services a full line of Ford cars, trucks, sport utility vehicles ("SUVs"), electrified vehicles, and Lincoln luxury vehicles, provides financial services through Ford Motor Credit Company LLC ("Ford Credit"), and is pursuing leadership positions in electrification, autonomous vehicles, and mobility solutions.

In addition to the information about Ford and our subsidiaries contained in this Annual Report on Form 10-K for the year ended December 31, 2018 ("2018 Form 10-K Report" or "Report"), extensive information about our Company can be found athttp://corporate.ford.com, including information about our management team, our brands and products, and our corporate governance principles.

The corporate governance information on our website includes our Corporate Governance Principles, Code of Ethics for Senior Financial Personnel, Code of Ethics for the Board of Directors, Code of Corporate Conduct for all employees, and the Charters for each of the Committees of our Board of Directors. In addition, any amendments to our Code of Ethics or waivers granted to our directors and executive officers will be posted on our corporate website. All of these documents may be accessed by going to our corporate website, or may be obtained free of charge by writing to our Shareholder Relations Department, Ford Motor Company, One American Road, P.O. Box 1899, Dearborn, Michigan 48126-1899.

Our recent periodic reports filed with the Securities and Exchange Commission ("SEC") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge athttp://shareholder.ford.com. This includes recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as any amendments to those reports. Recent Section 16 filings made with the SEC by the Company or any of our executive officers or directors with respect to our Common Stock also are made available free of charge through our website. We post each of these documents on our website as soon as reasonably practicable after it is electronically filed with the SEC. Our reports filed with the SEC also may be found on the SEC's website atwww.sec.gov.

The foregoing information regarding our website and its content is for convenience only and not deemed to be incorporated by reference into this Report nor filed with the SEC.

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