UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

(Mark One) 
R
þ

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
 For the quarterly period ended June 30, 2017March 31, 2018
  
or
  
oTransition 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)

Delaware38-0549190
(State of incorporation)(I.R.S. Employer Identification No.)
  
One American Road, Dearborn, Michigan48126
(Address of principal executive offices)(Zip Code)
313-322-3000
(Registrant’s telephone number, including area code)


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  Rþ   No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes  Rþ   No  o

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 Rþ     Accelerated filer o    Non-accelerated filer o Smaller reporting company o Emerging growth company o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No  Rþ

As of July 19, 2017,April 20, 2018, Ford had outstanding 3,900,903,0653,914,101,588 shares of Common Stock and 70,852,076 shares of Class B Stock.  

Exhibit Index begins on page
7767

 

 


FORD MOTOR COMPANY
QUARTERLY REPORT ON FORM 10-Q
For the Quarter Ended June 30, 2017March 31, 2018
 Table of Contents Page
 Part I - Financial Information  
Item 1Financial Statements 
1
 Consolidated Income Statement 
1
 Consolidated Statement of Comprehensive Income 
1
 Consolidated Balance Sheet 
2
 Condensed Consolidated Statement of Cash Flows 
3
 Consolidated Statement of Equity 
4
 Notes to the Financial Statements 
5
 Report of Independent Registered Public Accounting Firm 
3129
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations 
3230
 Overview 
3230
 Results of Operations 
3332
 Automotive Segment 
3534
 Financial ServicesMobility Segment 
5043
 AllFord Credit Segment
44
Corporate Other 
5447
Interest on Debt
47
 Special Items 
5447
 Taxes 
5547
 Liquidity and Capital Resources 
5548
 Credit Ratings 
62
Production Volumes
6455
 Outlook 
6556
 Non-GAAP Financial Measure Reconciliations 
6757
 Supplemental Financial Information 
6960
 Risk FactorsCautionary Note on Forward-Looking Statements 
7264
 Accounting Standards Issued But Not Yet Adopted 
7365
 Other Financial InformationReview by Independent Registered Public Accounting Firm 
7365
Item 3Quantitative and Qualitative Disclosures About Market Risk 
7466
Item 4Controls and Procedures 
7566
    
 Part II - Other Information  
Item 1Legal Proceedings
75
Item 2Unregistered Sales of Equity Securities and Use of Proceeds 
7567
Item 6Exhibits 
7567
 Signature 
76
Exhibit Index
7768

i

PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements.
FORD MOTOR COMPANY AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
(in millions, except per share amounts)
For the periods ended June 30,For the periods ended March 31,
2016 2017 2016 20172017 2018
Second Quarter First HalfFirst Quarter
(unaudited)(unaudited)
Revenues          
Automotive$36,932
 $37,113
 $72,189
 $73,588
$36,475
 $39,012
Financial Services2,553
 2,738
 5,014
 5,407
Other—
 2
 —
 4
Ford Credit2,669
 2,943
Mobility2
 4
Total revenues (Note 3)39,485
 39,853
 77,203
 78,999
39,146
 41,959
          
Costs and expenses 
  
       
Cost of sales32,522
 33,349
 63,039
 66,057
32,700
 35,753
Selling, administrative, and other expenses2,784
 2,756
 5,474
 5,520
2,764
 2,747
Financial Services interest, operating, and other expenses2,258
 2,217
 4,318
 4,449
Ford Credit interest, operating, and other expenses2,218
 2,338
Total costs and expenses37,564
 38,322
 72,831
 76,026
37,682
 40,838
          
Interest expense on Automotive debt212
 277
 412
 556
279
 275
Interest expense on Other debt14
 14
          
Non-Financial Services other income/(loss), net (Note 4)686
 658
 1,454
 1,370
Financial Services other income/(loss), net (Note 4)82
 74
 173
 96
Other income/(loss), net (Note 4)734
 863
Equity in net income of affiliated companies398
 273
 939
 619
346
 224
Income before income taxes2,875
 2,259

6,526

4,502
2,251

1,919
Provision for/(Benefit from) income taxes903
 209
 2,099
 858
652
 174
Net income1,972
 2,050
 4,427
 3,644
1,599
 1,745
Less: Income/(Loss) attributable to noncontrolling interests2
 8
 5
 15
7
 9
Net income attributable to Ford Motor Company$1,970
 $2,042
 $4,422
 $3,629
$1,592
 $1,736
          
EARNINGS PER SHARE ATTRIBUTABLE TO FORD MOTOR COMPANY COMMON AND CLASS B STOCK (Note 6)
Basic income$0.50
 $0.51
 $1.11
 $0.91
$0.40
 $0.44
Diluted income0.49
 0.51
 1.11
 0.91
0.40
 0.43
          
Cash dividends declared0.15
 0.15
 0.55
 0.35
0.20
 0.28


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(in millions)
For the periods ended June 30,For the periods ended March 31,
2016 2017 2016 20172017 2018
Second Quarter First HalfFirst Quarter
(unaudited)(unaudited)
Net income$1,972
 $2,050
 $4,427
 $3,644
$1,599
 $1,745
Other comprehensive income/(loss), net of tax (Note 15)       
Other comprehensive income/(loss), net of tax (Note 16)   
Foreign currency translation(58) 84
 (122) 326
242
 295
Marketable securities—
 4
 6
 3
(1) (47)
Derivative instruments111
 137
 357
 (31)(168) 33
Pension and other postretirement benefits17
 (12) 39
 (3)9
 8
Total other comprehensive income/(loss), net of tax70
 213
 280
 295
82
 289
Comprehensive income2,042
 2,263
 4,707
 3,939
1,681
 2,034
Less: Comprehensive income/(loss) attributable to noncontrolling interests2
 8
 4
 13
5
 8
Comprehensive income attributable to Ford Motor Company$2,040
 $2,255
 $4,703
 $3,926
$1,676
 $2,026
The accompanying notes are part of the financial statements.
Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in millions)
December 31,
2016		 June 30,
2017		December 31,
2017		 March 31,
2018
(unaudited)(unaudited)
ASSETS      
Cash and cash equivalents (Note 7)$15,905
 $16,223
$18,492
 $17,940
Marketable securities (Note 7)22,922
 22,886
20,435
 22,131
Financial Services finance receivables, net (Note 8)46,266
 49,888
Trade and other receivables, less allowances of $392 and $41611,102
 10,159
Ford Credit finance receivables, net (Note 8)52,210
 54,680
Trade and other receivables, less allowances of $392 and $41110,599
 12,386
Inventories (Note 10)8,898
 11,092
11,176
 12,371
Other assets3,368
 3,291
3,889
 3,756
Total current assets108,461
 113,539
116,801
 123,264
      
Financial Services finance receivables, net (Note 8)49,924
 51,551
Ford Credit finance receivables, net (Note 8)56,182
 57,121
Net investment in operating leases28,829
 28,597
28,235
 28,331
Net property32,072
 33,794
35,327
 36,118
Equity in net assets of affiliated companies3,304
 3,241
3,085
 3,213
Deferred income taxes9,705
 10,145
10,762
 10,637
Other assets5,656
 6,602
8,104
 8,546
Total assets$237,951
 $247,469
$258,496
 $267,230
      
LIABILITIES 
  
 
  
Payables$21,296
 $23,568
$23,282
 $25,480
Other liabilities and deferred revenue (Note 11)19,316
 19,958
Automotive debt payable within one year (Note 13)2,685
 2,911
Financial Services debt payable within one year (Note 13)46,984
 47,862
Other liabilities and deferred revenue (Note 12)19,697
 21,415
Automotive debt payable within one year (Note 14)3,356
 3,751
Ford Credit debt payable within one year (Note 14)48,265
 49,232
Total current liabilities90,281
 94,299
94,600
 99,878
      
Other liabilities and deferred revenue (Note 11)24,395
 24,840
Automotive long-term debt (Note 13)13,222
 13,277
Financial Services long-term debt (Note 13)80,079
 81,959
Other liabilities and deferred revenue (Note 12)24,711
 24,845
Automotive long-term debt (Note 14)12,575
 12,071
Ford Credit long-term debt (Note 14)89,492
 92,681
Other long-term debt (Note 14)599
 599
Deferred income taxes691
 735
815
 622
Total liabilities208,668
 215,110
222,792
 230,696
      
Redeemable noncontrolling interest96
 97
98
 98
      
EQUITY 
  
 
  
Common Stock, par value $.01 per share (3,986 million shares issued of 6 billion authorized)40
 40
Common Stock, par value $.01 per share (3,998 million shares issued of 6 billion authorized)40
 40
Class B Stock, par value $.01 per share (71 million shares issued of 530 million authorized)1
 1
1
 1
Capital in excess of par value of stock21,630
 21,735
21,843
 21,841
Retained earnings15,634
 18,437
21,906
 22,529
Accumulated other comprehensive income/(loss) (Note 15)(7,013) (6,716)
Accumulated other comprehensive income/(loss) (Note 16)(6,959) (6,669)
Treasury stock(1,122) (1,253)(1,253) (1,342)
Total equity attributable to Ford Motor Company29,170
 32,244
35,578
 36,400
Equity attributable to noncontrolling interests17
 18
28
 36
Total equity29,187
 32,262
35,606
 36,436
Total liabilities and equity$237,951
 $247,469
$258,496
 $267,230
The following table includes assets to be used to settle liabilities of the consolidated variable interest entities (“VIEs”). These assets and liabilities are included in the consolidated balance sheet above.
December 31,
2016		 June 30,
2017		December 31,
2017		 March 31,
2018
(unaudited)(unaudited)
ASSETS      
Cash and cash equivalents$3,047
 $2,608
$3,479
 $2,866
Financial Services finance receivables, net50,857
 53,359
Ford Credit finance receivables, net56,250
 59,145
Net investment in operating leases11,761
 11,003
11,503
 11,984
Other assets25
 39
64
 63
LIABILITIES      
Other liabilities and deferred revenue$5
 $2
$2
 $5
Debt43,730
 43,051
46,437
 50,366
The accompanying notes are part of the financial statements.
Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
For the periods ended June 30,For the periods ended March 31,
2016 20172017 2018
First HalfFirst Quarter
(unaudited)(unaudited)
Cash flows from operating activities      
Net cash provided by/(used in) operating activities$11,891
 $9,951
$4,336
 $3,514
      
Cash flows from investing activities      
Capital spending(3,206) (3,264)(1,706) (1,779)
Acquisitions of finance receivables and operating leases(27,501) (27,379)(13,467) (15,683)
Collections of finance receivables and operating leases19,732
 21,636
10,695
 12,956
Purchases of equity and debt securities(16,757) (16,931)(8,878) (7,867)
Sales and maturities of equity and debt securities15,491
 16,906
9,551
 6,040
Settlements of derivatives111
 154
156
 (61)
Other21
 16
(3) (150)
Net cash provided by/(used in) investing activities(12,109) (8,862)(3,652) (6,544)
      
Cash flows from financing activities 
  
 
  
Cash dividends(2,184) (1,392)(795) (1,113)
Purchases of common stock(145) (131)—
 (89)
Net changes in short-term debt934
 72
658
 (909)
Proceeds from issuance of other debt25,574
 20,467
13,253
 16,953
Principal payments on other debt(21,104) (19,952)(11,911) (12,360)
Other(87) (102)(85) (68)
Net cash provided by/(used in) financing activities2,988
 (1,038)1,120
 2,414
      
Effect of exchange rate changes on cash and cash equivalents21
 267
Effect of exchange rate changes on cash, cash equivalents, and restricted cash101
 115
      
Net increase/(decrease) in cash and cash equivalents$2,791
 $318
Net increase/(decrease) in cash, cash equivalents, and restricted cash$1,905
 $(501)
      
Cash and cash equivalents at January 1$14,272
 $15,905
Net increase/(decrease) in cash and cash equivalents2,791
 318
Cash and cash equivalents at June 30$17,063
 $16,223
Cash, cash equivalents, and restricted cash at January 1 (Note 7)$16,019
 $18,638
Net increase/(decrease) in cash, cash equivalents, and restricted cash1,905
 (501)
Cash, cash equivalents, and restricted cash at March 31 (Note 7)$17,924
 $18,137

The accompanying notes are part of the financial statements.


Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY
(in millions, unaudited)
Equity Attributable to Ford Motor Company    Equity Attributable to Ford Motor Company    
Capital Stock 
Cap. in
Excess of
Par Value 
of Stock
 Retained Earnings Accumulated Other Comprehensive Income/(Loss) (Note 15) Treasury Stock Total 
Equity
Attributable
to Non-controlling Interests
 
Total
Equity
Capital Stock 
Cap. in
Excess of
Par Value 
of Stock
 Retained Earnings Accumulated Other Comprehensive Income/(Loss) (Note 16) Treasury Stock Total 
Equity
Attributable
to Non-controlling Interests
 
Total
Equity
Balance at December 31, 2015$41
 $21,421
 $14,414
 $(6,257) $(977) $28,642
 $15
 $28,657
Balance at December 31, 2016$41
 $21,630
 $16,193
 $(7,013) $(1,122) $29,729
 $17
 $29,746
Adoption of accounting standards—
 6
 566
 —
 —
 572
 —
 572
Net income—
 —
 4,422
 —
 —
 4,422
 5
 4,427
—
 —
 1,592
 —
 —
 1,592
 7
 1,599
Other comprehensive income/(loss), net of tax—
 —
 —
 281
 —
 281
 (1) 280
—
 —
 —
 84
 —
 84
 (2) 82
Common stock issued (including share-based compensation impacts)—
 125
 —
 —
 —
 125
 —
 125
—
 1
 —
 —
 —
 1
 —
 1
Treasury stock/other —
 —
 —
 —
 (145) (145) (1) (146)—
 —
 —
 —
 —
 —
 —
 —
Cash dividends declared—
 —
 (2,184) —
 —
 (2,184) (5) (2,189)—
 —
 (795) —
 —
 (795) —
 (795)
Balance at June 30, 2016$41
 $21,546
 $16,652
 $(5,976) $(1,122) $31,141
 $13
 $31,154
Balance at March 31, 2017$41
 $21,637
 $17,556
 $(6,929) $(1,122) $31,183
 $22
 $31,205
                              
Balance at December 31, 2016$41
 $21,630
 $15,634
 $(7,013) $(1,122) $29,170
 $17
 $29,187
Adoption of accounting standards
(Note 2)		—
 6
 566
 —
 —
 572
 —
 572
Balance at December 31, 2017$41
 $21,843
 $21,906
 $(6,959) $(1,253) $35,578
 $28
 $35,606
Net income—
 —
 3,629
 —
 —
 3,629
 15
 3,644
—
 —
 1,736
 —
 —
 1,736
 9
 1,745
Other comprehensive income/(loss), net of tax—
 —
 —
 297
 —
 297
 (2) 295
—
 —
 —
 290
 —
 290
 (1) 289
Common stock issued (including share-based compensation impacts)—
 99
 —
 —
 —
 99
 —
 99
—
 (2) —
 —
 —
 (2) —
 (2)
Treasury stock/other —
 —
 —
 —
 (131) (131) (1) (132)—
 —
 —
 —
 (89) (89) —
 (89)
Cash dividends declared—
 —
 (1,392) —
 —
 (1,392) (11) (1,403)—
 —
 (1,113) —
 —
 (1,113) —
 (1,113)
Balance at June 30, 2017$41
 $21,735
 $18,437
 $(6,716) $(1,253) $32,244
 $18
 $32,262
Balance at March 31, 2018$41
 $21,841
 $22,529
 $(6,669) $(1,342) $36,400
 $36
 $36,436

The accompanying notes are part of the financial statements.



Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

Table of Contents
Footnote Page
Note 1Presentation
6
Note 2New Accounting Standards
67
Note 3Revenue
108
Note 4Other Income/(Loss)
1210
Note 5Income Taxes
1311
Note 6Capital Stock and Earnings Per Share
1311
Note 7Cash, Cash Equivalents, and Marketable Securities
1412
Note 8Financial ServicesFord Credit Finance Receivables
1715
Note 9Financial ServicesFord Credit Allowance for Credit Losses
2018
Note 10Inventories
2119
Note 11Goodwill
19
Note 12Other Liabilities and Deferred Revenue
21
Note 12Retirement Benefits
2219
Note 13DebtRetirement Benefits
2320
Note 14Debt
21
Note 15Derivative Financial Instruments and Hedging Activities
2422
Note 1516Accumulated Other Comprehensive Income/(Loss)
2624
Note 1617Commitments and Contingencies
2725
Note 1718Segment Information
2927


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 financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, instructions to Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X.

In the opinion of management, these unaudited financial statements reflect 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, 20162017 (“20162017 Form 10-K Report”). We reclassified certain prior year amounts in our consolidated financial statements to conform to the current year presentation.

Change in Presentation

Effective January 1, 2018, we changed our reportable segments to reflect the manner in which we now manage our business. Based on recent changes to our organization structure and how our Chief Operating Decision Maker (CODM) reviews operating results and makes decisions about resource allocation, we now have three reportable segments that represent the primary businesses reported in our consolidated financial statements: Automotive, Mobility, and Ford Credit. See Note 18 for a description of our new segment presentation.

Change in Accounting

We carry inventory on our consolidated balance sheet that is comprised of finished products, raw materials, work-in-process, and supplies. As of January 1, 2018, we changed our accounting method for U.S. inventories to a first-in, first-out basis from a last-in, first-out basis. We believe this change in accounting method is preferable as it is consistent with how we manage our business, results in a uniform method to value our inventory across all regions in our business, and improves comparability with our peers. The effect of this change was immaterial on our consolidated income statement, balance sheet, and statement of cash flow amounts for the interim period ended March 31, 2018.

We have retrospectively applied this change in accounting method to all prior periods. As of December 31, 2016, the cumulative effect of the change increased Retained earnings by $559 million.

The effect of this change on our consolidated financial statements was as follows (in millions except for per share amounts):
  For the period ended March 31, 2017
  Previously Reported As Revised 
Effect of Change
Higher/(Lower)
Income Statement      
       
Cost of Sales $32,708
 $32,700
 $(8)
Income before income taxes 2,243
 2,251
 8
Provision for/ (Benefit from) income taxes 649
 652
 3
Net income 1,594
 1,599
 5
Net income attributable to Ford Motor Company 1,587
 1,592
 5
Basic earning per share attributable to Ford Motor Company 0.40
 0.40
 —
Diluted earning per share attributable to Ford Motor Company 0.40
 0.40
 —
  December 31, 2017
  Previously Reported As Revised 
Effect of Change
Higher/(Lower)
Balance Sheet      
       
Inventories $10,277
 $11,176
 $899
Deferred income taxes (assets) 10,973
 10,762
 (211)
Retained earnings 21,218
 21,906
 688
Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. NEW ACCOUNTING STANDARDS

Adoption of New Accounting Standards

Accounting Standards Update (“ASU”) 2016-09, Stock Compensation - Improvements to Employee Share-Based Payment AccountingASU 2017-12, Derivatives and Hedging..On January 1, 2017,2018, we adopted the amendments to accounting standardsstandard codification (“ASC”) 718815 which simplifyaligns hedge accounting with risk management activities and simplifies the requirements to qualify for share-based payment transactions. Prior to this amendment, excess tax benefits resulting from the difference between the deduction for tax purposes and the compensation costs recognized for financial reporting were not recognized until the deduction reduced taxes payable. Under the new method, we will recognize excess tax benefits in the current accounting period. In addition, prior to January 1, 2017, the employee share-based compensation expense was recorded net of estimated forfeiture rates and subsequently adjusted at the vesting date, as appropriate. As part of the amendment, we have elected to recognize the actual forfeitures by reducing the employee share-based compensation expense in the same period as the forfeitures occur. We have adopted these changes in accounting method using the modified retrospective method by recognizing one-time adjustments to retained earnings for excess tax benefits previously unrecognized and the change in accounting for forfeited awards.

ASU 2014-09,Revenue - Revenue from Contracts with Customers. On January 1, 2017, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) to all contracts using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. We expect the impact of the adoption of the new revenue standardto be immaterial to our net income on an ongoing basis.

A majority of our sales revenue continues to be recognized when products are shipped from our manufacturing facilities. For certain vehicle sales where revenue was previously deferred, such as vehicles subject to a guaranteed resale value recognized as a lease and transactions in which a Ford-owned entity delivered vehicles, we now recognize revenue when vehicles are shipped in accordance with the new revenue standard.

The new revenue standard also provided additional clarity that resulted in reclassifications to or from Revenue, Cost of sales, and Financial Services other income/(loss), net.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. NEW ACCOUNTING STANDARDS (Continued)

The cumulative effect of the changes made to our consolidated January 1, 2017 balance sheet for the adoption of ASU 2016-09, Stock Compensation - Improvements to Employee Share-Based Payment Accounting and ASU 2014-09,Revenue - Revenue from Contracts with Customers were as follows (in millions):
 
Balance at
December 31, 2016
 Adjustments Due to
ASU 2016-09		 
Adjustments Due to
ASU 2014-09
 
Balance at
January 1, 2017
Balance Sheet       
Assets       
Trade and other receivables$11,102
 $—
 $(17) $11,085
Inventories8,898
 —
 (9) 8,889
Other assets, current3,368
 —
 307
 3,675
Net investment in operating leases28,829
 —
 (1,078) 27,751
Deferred income taxes9,705
 536
 (13) 10,228
       

Liabilities      

Payables21,296
 —
 262
 21,558
Other liabilities and deferred revenue, current19,316
 —
 (1,429) 17,887
Automotive debt payable within one year2,685
 —
 326
 3,011
Other liabilities and deferred revenue, non-current24,395
 —
 (5) 24,390
       

Equity      

Capital in excess of par value of stock21,630
 6
 —
 21,636
Retained earnings15,634
 530
 36
 16,200

As part of ASU 2016-09, we retrospectively reclassified cash paid to taxing authorities related to shares withheld for tax purposes from operating activities to financing activities on our consolidated statement of cash flows. Cash paid to taxing authorities related to shares withheld for tax purposes was about $57 million and $56 million for the first half of 2016 and 2017, respectively. This standardhedge accounting.  Adoption did not have a material impact on our second quarter and first half 2017 consolidated income statement or June 30, 2017 consolidated balancesheet.
Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. NEW ACCOUNTING STANDARDS (Continued)

In accordance withfinancial statements.  We continue to assess opportunities enabled by the new revenue standard requirements,to expand our risk management strategies.   
ASU 2016-01, Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities. On January 1, 2018, we adopted ASU 2016-01 and the related amendments. This standard amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. We adopted the impactmeasurement alternative for equity investments without readily determinable fair values (often referred to as cost method investments) on a prospective basis. As a result, these investments will be revalued upon occurrence of an observable price change for similar investments and for impairments. We anticipate adoption may increase the volatility on our consolidated income statement and balance sheet for the periods ended June 30, 2017 was as follows (in millions):
 Second Quarter First Half
 
As
Reported
 Balances Without Adoption of ASC 606 
Effect of Change 
Higher/(Lower)
 
As
Reported
 Balances Without Adoption of ASC 606 
Effect of Change 
Higher/(Lower)
Income statement           
Revenues           
Automotive$37,113
 $36,898
 $215
 $73,588
 $73,040
 $548
Financial Services2,738
 2,641
 97
 5,407
 5,221
 186
            
Costs and expenses           
Cost of sales33,349
 33,184
 165
 66,057
 65,630
 427
Interest expense on Automotive debt277
 266
 11
 556
 528
 28
Non-Financial Services other income/(loss), net658
 679
 (21) 1,370
 1,411
 (41)
Financial Services other income/(loss), net74
 171
 (97) 96
 282
 (186)
Provision for/(Benefit from) income taxes209
 204
 5
 858
 846
 12
Net income2,050
 2,037
 13
 3,644
 3,604
 40
 June 30, 2017
 
As
Reported
 Balances Without Adoption of ASC 606 
Effect of Change 
Higher/(Lower)
Balance Sheet     
Assets     
Trade and other receivables$10,159
 $10,199
 $(40)
Other assets, current3,291
 2,951
 340
Net investment in operating leases28,597
 29,553
 (956)
Deferred income taxes10,145
 10,170
 (25)
      
Liabilities     
Payables23,568
 23,285
 283
Other liabilities and deferred revenue, current19,958
 21,393
 (1,435)
Automotive debt payable within one year2,911
 2,511
 400
Other liabilities and deferred revenue, non-current24,840
 24,845
 (5)
Deferred income taxes735
 735
 —
      
Equity     
Retained earnings18,437
 18,361
 76

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. NEW ACCOUNTING STANDARDS statement.(Continued)

ASU 2017-07, Retirement Benefits - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.On January 1, 2017, we adopted the amendments to ASC 715 that improve the presentation of net periodic pension and postretirement benefit costs. We retrospectively adopted the presentation of service cost separate from the other components of net periodic costs. The interest cost, expected return on assets, amortization of prior service costs, net remeasurement, and other costs have been reclassified from Cost of Sales and Selling, administrative, and other expenses to Non-Financial Services other income/(loss), net. We elected to apply the practical expedient which allows us to reclassify amounts disclosed previously in the retirement benefits note as the basis for applying retrospective presentation for comparative periods as it is impracticable to determine the disaggregation of the cost components for amounts capitalized and amortized in those periods. On a prospective basis, the other components of net periodic benefit costs will not be included in amounts capitalized in inventory or property, plant, and equipment.

The effect of the retrospective presentation change related to the net periodic cost of our defined benefit pension and other postretirement employee benefits (“OPEB”) plans on our consolidated income statement for the periods ended June 30, 2016 was as follows (in millions):
 Second Quarter First Half
 
As
Revised
 Previously Reported 
Effect of Change 
Higher/(Lower)
 
As
Revised
 Previously Reported 
Effect of Change 
Higher/(Lower)
Income statement           
Cost of sales$32,522
 $32,348
 $174
 $63,039
 $62,629
 $410
Selling, administrative, and other expenses2,784
 2,661
 123
 5,474
 5,223
 251
Non-Financial Services other income/(loss), net686
 389
 297
 1,454
 793
 661

We also adopted the following standards during 2017,2018, none of which had a material impact to our financial statements or financial statement disclosures:
Standard Effective Date
2017-052017-08Gains
Nonrefundable Fees and Losses from the Derecognition of Nonfinancial AssetsOther Costs - Clarifying the Scope of Asset Derecognition GuidancePremium Amortization on Purchased Callable
Debt Securities
 January 1, 20172018
2017-042016-18Goodwill and OtherStatement of Cash Flows - Simplifying the Test for Goodwill ImpairmentRestricted Cash January 1, 20172018
2017-032016-16Accounting Changes and Error Corrections and InvestmentsIncome Taxes - Equity Method and Joint VenturesIntra-Entity Transfers of Assets Other Than Inventory January 1, 20172018
2017-012016-15Business CombinationsStatement of Cash Flows - Clarifying the DefinitionClassification of a BusinessCertain Cash Receipts and Cash Payments January 1, 2017
2016-17Consolidation - Interests Held through Related Parties That Are under Common ControlJanuary 1, 2017
2016-07Equity Method and Joint Ventures - Simplifying the Transition to the Equity Method of AccountingJanuary 1, 2017
2016-06Derivatives and Hedging - Contingent Put and Call Options in Debt InstrumentsJanuary 1, 2017
2016-05Derivatives and Hedging - Effect of Derivative Contract Novations on Existing Hedge Accounting RelationshipsJanuary 1, 2017
2016-04Extinguishments of Liabilities - Recognition of Breakage for Certain Prepaid Stored-Value ProductsJanuary 1, 2017
2017-09Stock Compensation - Scope of Modification AccountingApril 1, 20172018

Accounting Standards Issued But Not Yet Adopted

The following represent the standards that will, or are expected to, result in a significant change in practice and/or have a significant financial impact to Ford.

ASU 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments. In June 2016, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard which replaces the current incurred loss impairment method with a method that reflects expected credit losses. The new standard is effective as of January 1, 2020, and early adoption is permitted as of January 1, 2019. We will adopt the new credit loss guidance by recognizing the cumulative effect of initially applying the new standard as an adjustment to the opening balance of retained earnings.Retained earnings. We are assessinganticipate adoption will increase the potentialamount of expected credit losses reported in Ford Credit finance receivables, net on our consolidated balance sheet and do not expect a material impact to our financial statements and disclosures.consolidated income statement.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. NEW ACCOUNTING STANDARDS (Continued)

ASU 2016-02, Leases.  In February 2016, the FASB issued a new accounting standard which provides guidance on the recognition, measurement, presentation, and disclosure of leases. The new standard supersedes the present U.S. GAAP standard on leases and requires substantially all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We plan to adopt the new standard aton its effective date of January 1, 2019. We anticipate adoption of the standard will add between $1.5 billion and $2 billion in right-of-use assets and lease obligations to our consolidated balance sheet and will not significantly impact pre-tax profit.results. We plan to elect the practical expedients upon transition that will retain the lease classification and initial direct costs for any leases that exist prior to adoption of the standard. We will not reassess whether any contracts entered into prior to adoption are leases. We are in the early stagesprocess of implementation.cataloging our existing lease contracts and implementing changes to our systems.

NOTE 3. REVENUE

The following table disaggregates our revenue by major source for the periods ended June 30, 2017March 31 (in millions):

Second QuarterFirst Quarter 2017
Automotive Financial Services 
All
Other
 ConsolidatedAutomotive Mobility Ford Credit Consolidated
Vehicles, parts, and accessories$35,746
 $—
 $—
 $35,746
$34,996
 $—
 $—
 $34,996
Sale of used vehicles708
 —
 —
 708
Used vehicles873
 —
 —
 873
Extended service contracts332
 —
 —
 332
275
 —
 —
 275
Other (a)202
 55
 2
 259
Other revenue224
 2
 49
 275
Revenues from sales and services36,988
 55
 2
 37,045
36,368
 2
 49
 36,419
              
Leasing income125
 1,381
 —
 1,506
107
 —
 1,366
 1,473
Financing income—
 1,260
 —
 1,260
—
 —
 1,214
 1,214
Insurance income—
 42
 —
 42
—
 —
 40
 40
Total revenues$37,113
 $2,738
 $2
 $39,853
$36,475
 $2
 $2,669
 $39,146
       
First Half
Automotive Financial Services 
All
Other
 Consolidated
Vehicles, parts, and accessories$70,742
 $—
 $—
 $70,742
Sale of used vehicles1,581
 —
 —
 1,581
Extended service contracts607
 —
 —
 607
Other (a)426
 104
 4
 534
Revenues from sales and services73,356
 104
 4
 73,464
       
Leasing income232
 2,747
 —
 2,979
Financing income—
 2,474
 —
 2,474
Insurance income—
 82
 —
 82
Total revenues$73,588
 $5,407
 $4
 $78,999
__________
(a)Primarily includes commissions and vehicle-related design and testing services.
 First Quarter 2018
 Automotive Mobility Ford Credit Consolidated
Vehicles, parts, and accessories$37,417
 $—
 $—
 $37,417
Used vehicles928
 —
 —
 928
Extended service contracts329
 —
 —
 329
Other revenue219
 4
 55
 278
Revenues from sales and services38,893
 4
 55
 38,952
        
Leasing income119
 —
 1,415
 1,534
Financing income—
 —
 1,432
 1,432
Insurance income—
 —
 41
 41
Total revenues$39,012
 $4
 $2,943
 $41,959

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 3. REVENUE (Continued)

Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally this occurs with the transfer of control of our vehicles, parts, accessories, or services. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The expected costs associated with our base warranties and field service actions continue to be recognized as expense when the products are sold (see Note 16).sold. We recognize revenue for vehicle service contracts that extend mechanical and maintenance coverages beyond our base warranties over the life of the contract.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 3. REVENUE (Continued) We do not have any material significant payment terms as payment is received at or shortly after the point of sale.

Automotive Segment

Vehicles, Parts, and Accessories. For the majority of vehicles, parts, and accessories, we transfer control and recognize a sale when we ship the product from our manufacturing facility to our customer (dealers and distributors). We receive cash equal to the invoice price for most vehicle sales at the time of wholesale. When the vehicle sale is financed by our wholly-owned subsidiary Ford Credit, the dealer pays Ford Credit when it sells the vehicle to the retail customer. Payment terms on part sales to dealers, distributors, and retailers range from 30 days to 120 days. The amount of consideration we receive and revenue we recognize varies with changes in marketing incentives and returns we offer to our customers and their customers. When we give our dealers the right to return eligible parts and accessories, we estimate the expected returns based on an analysis of historical experience. We adjust our estimate of revenue at the earlier of when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed. As a result, we recognizedrecorded a decrease to revenue fromrecognized in prior periods of $610 million and $718 million in the secondfirst quarter of 2017 of $259 million.and 2018, respectively.

Depending on the terms of the arrangement, we may also defer the recognition of a portion of the consideration received because we have to satisfy a future obligation (e.g., free extended service contracts). We use an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available. We have elected to recognize the cost for freight and shipping when control over vehicles, parts, or accessories have transferred to the customer as an expense in Cost of sales.

We sell vehicles to daily rental companies and guarantee that we will pay them the difference between an agreed amount and the value they are able to realize upon resale. At the time of transfer of vehicles to the daily rental companies, we record the probable amount we will pay under the guarantee to Other liabilities and deferred revenue.

Sale of Used Vehicles. We sell used vehicles both at auction and through our consolidated dealerships. Proceeds from the sale of these vehicles are recognized in Automotive revenues upon transfer of control of the vehicle to the customer and the related vehicle carrying value is recognized in Cost of sales.

Extended Service Contracts. We sell separately-priced service contracts that extend mechanical and maintenance coverages beyond our base warranty agreements to vehicle owners. The separately priced service contracts range from 12 months to 120 months. We receive payment at thecontract inception of the contract and recognize revenue over the term of the agreement in proportion to the costs expectedwe expect to be incurredincur in satisfying the obligations under the contract.contract obligations. At January 1, 2017 and December 31, 2017, $3.5 billion and $3.8 billion, respectively, of unearned revenue associated with outstanding contracts was reported in Other Liabilities and deferred revenue,revenue. We recognized$271270 million and $541$298 million of this was recognizedthe unearned amounts as revenue during the secondfirst quarter and first half of 2017 and 2018, respectively. At June 30, 2017,March 31, 2018, the unearned amount was $3.7$3.9 billion. We expect to recognize approximately $550$900 million of the unearned amount in 2017, $950 millionthe remainder of 2018, $1 billion in 2018,2019, and $2.2$2 billion thereafter.

We record a premium deficiency reserve to the extent we estimate the future costs associated with these contracts exceed the unrecognized revenue. Amounts paid to dealers to obtain these contracts are deferred and recorded as Other assets. These costs are amortized to expense consistent with how the related revenue is recognized. We had a balance of $239$232 million and $244 million in deferred costs as of June 30,December 31, 2017 and March 31, 2018, respectively, and recognized $14$15 million and $29$18 million of amortization during the secondfirst quarter and first half of 2017 and 2018, respectively.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 3. REVENUE (Continued)

Other Revenue. Other revenue consists primarily of net commissions received for serving as the agent in facilitating the sale of a third party’s products or services to our customers and payments for vehicle-related design and testing services we perform for others. We have applied the practical expedient to recognize Automotive revenues for vehicle-related design and testing services over the two to three year term of these agreements in proportion to the amount we have the right to invoice.

Leasing Income. We sell vehicles to daily rental companies with an obligation to repurchase the vehicles for a guaranteed amount, exercisable at the option of the customer. The transactions are accounted for as operating leases. Upon the transfer of vehicles to the daily rental companies, we record proceeds received in Other liabilities and deferred revenue. The difference between the proceeds received and the guaranteed repurchase amount is recorded in Automotive revenues over the term of the lease using a straight-line method. The cost of the vehicle is recorded in Net investment in operating leases on our consolidated balance sheet and the difference between the cost of the vehicle and the estimated auction value is depreciated in Cost of sales over the term of the lease.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 3. REVENUE (Continued)

Financial ServicesFord Credit Segment

Leasing Income. Ford Credit offers leasing plans to retail consumers through Ford and Lincoln brand dealers who originate the leases. Upon theFord Credit records an operating lease upon purchase of a vehicle subject to a lease from the dealer, Ford Credit takes ownership of the vehicle and records an operating lease.dealer. The retail consumer makes lease payments representing the difference between Ford Credit’s purchase price of the vehicle and the contractual residual value of the vehicle, plus lease fees that we recognize on a straight-line basis over the term of the lease agreement. Depreciation and the gain or loss upon disposition of the vehicle is recorded in Financial ServicesFord Credit interest, operating, and other expenses.

Financing Income. Ford Credit originates and purchases finance installment contracts. Financing income represents interest earned on the finance receivables (including direct financing leases). Interest is recognized using the interest method, and includes the amortization of certain direct origination costs.

Insurance Income. Income from insurance contracts is recognized evenly over the term of the agreement. Insurance commission revenue is recognized on a net basis at the time of sale of the third party’s product or service to our customer.

NOTE 4. OTHER INCOME/(LOSS)

Non-Financial Services

The amounts included in Non-Financial Services otherOther income/(loss), net for the periods ended June 30March 31 were as follows (in millions):
Second Quarter First Half First Quarter
2016 2017 2016 2017 2017 2018
Net periodic pension and OPEB income/(cost), excluding service cost$297
 $389
 $661
 $779
 $390
 $477
Investment-related interest income52
 85
 113
 156
 92
 146
Interest income/(expense) on income taxes1
 (1) (1) 2
 1
 1
Realized and unrealized gains/(losses) on cash equivalents and marketable securities(7) (24) 65
 25
 51
 (5)
Gains/(Losses) on changes in investments in affiliates

147
 (1) 181
 (2) (1) 58
Royalty income137
 150
 320
 304
 154
 143
Other59
 60
 115
 106
 47
 43
Total$686
 $658
 $1,454
 $1,370
 $734
 $863

Financial Services

The amounts included in Financial Services other income/(loss), net for the periods ended June 30 were as follows (in millions):
 Second Quarter First Half
 2016 2017 2016 2017
Investment-related interest income$20
 $24
 $39
 $45
Interest income/(expense) on income taxes15
 1
 13
 (1)
Insurance premiums earned41
 —
 80
 —
Other6
 49
 41
 52
Total$82
 $74
 $173
 $96

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

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.

For the secondfirst quarter of 2016 and 2017,2018, our effective tax rates were 31.4% and 9.3%, respectively.rate was 9.1%. During the secondfirst quarter of 2017,2018, we recognized a $421$235 million of benefit for foreign tax creditsnon-U.S. capital loss carryforwards expected to be realized in the foreseeable future. The tax benefit relates to investments in certain non-U.S. subsidiaries previously determined to be indefinitely reinvested in operations outside the United States. Our change in assertion for these investments is related to planned distributions in anticipation of potential U.S. corporate tax reform.


NOTE 6. CAPITAL STOCK AND EARNINGS PER SHARE

Earnings Per Share Attributable to Ford Motor Company Common and Class B Stock

Basic and diluted income per share were calculated using the following (in millions):
Second Quarter First HalfFirst Quarter
2016 2017 2016 20172017 2018
Basic and Diluted Income Attributable to Ford Motor Company          
Basic income$1,970
 $2,042
 $4,422
 $3,629
$1,592
 $1,736
Diluted income1,970
 2,042
 4,422
 3,629
1,592
 1,736
          
Basic and Diluted Shares 
  
       
Basic shares (average shares outstanding)3,973
 3,977
 3,972
 3,977
3,976
 3,974
Net dilutive options and unvested restricted stock units24
 19
 24
 21
Net dilutive options, unvested restricted stock units, and restricted stock23
 23
Diluted shares3,997
 3,996
 3,996
 3,998
3,999
 3,997
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 on our balance sheet were as follows (in millions):
 December 31, 2016 December 31, 2017
Fair Value
 Level
 Automotive Financial Services 
All
Other
 Consolidated
Fair Value
 Level
 Automotive Mobility Ford Credit Consolidated
Cash and cash equivalents                  
U.S. government1 $888
 $924
 $—
 $1,812
1 $913
 $—
 $—
 $913
U.S. government agencies2 —
 —
 —
 —
2 433
 —
 300
 733
Non-U.S. government and agencies2 200
 142
 —
 342
2 —
 —
 703
 703
Corporate debt2 100
 —
 —
 100
2 55
 —
 25
 80
Total marketable securities classified as cash equivalents 1,188
 1,066
 —
 2,254
 1,401
 —
 1,028
 2,429
Cash, time deposits, and money market funds 6,632
 7,011
 8
 13,651
 7,529
 4
 8,530
 16,063
Total cash and cash equivalents $7,820
 $8,077
 $8
 $15,905
 $8,930
 $4
 $9,558
 $18,492
                  
Marketable securities                
U.S. government1 $8,099
 $1,634
 $—
 $9,733
1 $5,580
 $—
 $966
 $6,546
U.S. government agencies2 2,244
 505
 —
 2,749
2 2,484
 —
 384
 2,868
Non-U.S. government and agencies2 4,751
 632
 —
 5,383
2 5,270
 —
 660
 5,930
Corporate debt2 4,329
 475
 —
 4,804
2 4,031
 —
 848
 4,879
Equities1 165
 —
 —
 165
1 138
 —
 —
 138
Other marketable securities2 54
 34
 —
 88
2 51
 —
 23
 74
Total marketable securities $19,642
 $3,280
 $—
 $22,922
 $17,554
 $—
 $2,881
 $20,435
                
 June 30, 2017 March 31, 2018
Fair Value
 Level
 Automotive Financial Services 
All
Other
 Consolidated
Fair Value
 Level
 Automotive Mobility Ford Credit Consolidated
Cash and cash equivalents                  
U.S. government1 $300
 $182
 $—
 $482
1 $55
 $—
 $44
 $99
U.S. government agencies2 624
 100
 —
 724
2 150
 —
 50
 200
Non-U.S. government and agencies2 270
 342
 —
 612
2 225
 —
 556
 781
Corporate debt2 —
 75
 —
 75
2 54
 —
 274
 328
Total marketable securities classified as cash equivalents 1,194
 699
 —
 1,893
 484
 —
 924
 1,408
Cash, time deposits, and money market funds 7,659
 6,667
 4
 14,330
 8,675
 15
 7,842
 16,532
Total cash and cash equivalents $8,853
 $7,366
 $4
 $16,223
 $9,159
 $15
 $8,766
 $17,940
                  
Marketable securities                
U.S. government1 $5,365
 $977
 $—
 $6,342
1 $4,808
 $—
 $1,116
 $5,924
U.S. government agencies2 3,677
 663
 —
 4,340
2 2,511
 —
 265
 2,776
Non-U.S. government and agencies2 6,036
 790
 —
 6,826
2 5,548
 —
 1,517
 7,065
Corporate debt2 4,284
 854
 —
 5,138
2 5,198
 —
 680
 5,878
Equities1 177
 

 —
 177
1 154
 —
 —
 154
Other marketable securities2 36
 27
 —
 63
2 204
 —
 130
 334
Total marketable securities $19,575
 $3,311
 $—
 $22,886
 $18,423
 $—
 $3,708
 $22,131

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”) debt securities on our balance sheet were as follows (in millions):
December 31, 2016December 31, 2017
        
Fair Value of Securities with
Contractual Maturities
        
Fair Value of Securities with
Contractual Maturities
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Within 1 Year After 1 Year through 5 Years After 5 Years through 10 YearsAmortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Within 1 Year After 1 Year through 5 Years After 5 Years through 10 Years
Automotive                          
U.S. government$3,703
 $2
 $(14) $3,691
 $727
 $2,776
 $188
$3,669
 $—
 $(18) $3,651
 $1,377
 $2,274
 $—
U.S. government agencies308
 —
 (2) 306
 —
 306
 —
1,915
 —
 (15) 1,900
 265
 1,620
 15
Non-U.S. government and agencies1,443
 1
 (11) 1,433
 148
 1,285
 —
4,021
 —
 (28) 3,993
 197
 3,771
 25
Corporate debt1,079
 —
 —
 1,079
 1,031
 48
 —
1,716
 1
 (8) 1,709
 194
 1,509
 6
Other marketable securities17
 —
 —
 17
 —
 16
 1
Total$6,533
 $3
 $(27) $6,509
 $1,906
 $4,415
 $188
$11,338
 $1
 $(69) $11,270
 $2,033
 $9,190
 $47
       
             
      
June 30, 2017March 31, 2018
        
Fair Value of Securities with
Contractual Maturities
        
Fair Value of Securities with
Contractual Maturities
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Within 1 Year After 1 Year through 5 Years After 5 Years through 10 YearsAmortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Within 1 Year After 1 Year through 5 Years After 5 Years through 10 Years
Automotive                          
U.S. government$2,587
 $—
 $(7) $2,580
 $524
 $2,056
 $—
$3,120
 $—
 $(23) $3,097
 $2,168
 $929
 $—
U.S. government agencies1,982
 1
 (4) 1,979
 677
 1,237
 65
2,010
 —
 (24) 1,986
 385
 1,583
 18
Non-U.S. government and agencies2,961
 5
 (5) 2,961
 248
 2,688
 25
4,047
 —
 (56) 3,991
 2
 3,989
 —
Corporate debt1,398
 —
 (2) 1,396
 756
 633
 7
2,189
 1
 (29) 2,161
 198
 1,954
 9
Other marketable securities168
 —
 (1) 167
 —
 110
 57
Total$8,928
 $6
 $(18) $8,916
 $2,205
 $6,614
 $97
$11,534
 $1
 $(133) $11,402
 $2,753
 $8,565
 $84

Sales proceeds from investments classified as AFS and sold prior to maturity were $0 and $1.3 billion in the second quarter of 2016 and 2017, respectively, and $69 million and $2.6 billion in the first half of 2016 and 2017, respectively. The gross realized gainsgains/(losses) from the sale of AFS debt securities were $0 and $2 millionprior to maturity, recorded in the second quarter of 2016 and 2017, respectively, and $1 million and $3 million inincome statement for the first half of 2016 and 2017, respectively. Gross realized losses from the sale of AFS securitiesperiods ended March 31 were $0 and $6 million in the second quarter of 2016 and 2017, respectively, and $0 and $8 million in the first half of 2016 and 2017, respectively.as follows (in millions):

 First Quarter
 2017 2018
Automotive   
Sales proceeds$1,301
 $1,339
Gross realized gains1
 —
Gross realized losses2
 6
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 present fair values and gross unrealized losses for cash equivalents and marketable securities accounted for as AFS debt securities that were in an unrealized loss position, aggregated by investment category and the length of time that individual securities have been in a continuous loss position, were as follows (in millions):
December 31, 2016December 31, 2017
Less than 1 year 1 Year or Greater TotalLess than 1 year 1 Year or Greater Total
Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized LossesFair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
                      
Automotive                      
U.S. government$1,474
 $(14) $—
 $—
 $1,474
 $(14)$2,382
 $(9) $903
 $(9) $3,285
 $(18)
U.S. government agencies261
 (2) —
 —
 261
 (2)1,625
 (12) 260
 (3) 1,885
 (15)
Non-U.S. government and agencies1,137
 (11) —
 —
 1,137
 (11)3,148
 (20) 510
 (8) 3,658
 (28)
Corporate debt—
 —
 —
 —
 —
 —
1,396
 (8) —
 —
 1,396
 (8)
Total$2,872
 $(27) $—
 $—
 $2,872
 $(27)$8,551
 $(49) $1,673
 $(20) $10,224
 $(69)
 
           
          
June 30, 2017March 31, 2018
Less than 1 year 1 Year or Greater TotalLess than 1 year 1 Year or Greater Total
Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized LossesFair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
Automotive                      
U.S. government$2,580
 $(7) $—
 $—
 $2,580
 $(7)$2,065
 $(13) $976
 $(10) $3,041
 $(23)
U.S. government agencies1,172
 (4) —
 —
 1,172
 (4)1,384
 (16) 538
 (8) 1,922
 (24)
Non-U.S. government and agencies1,555
 (5) —
 —
 1,555
 (5)3,345
 (46) 483
 (10) 3,828
 (56)
Corporate debt517
 (2) —
 —
 517
 (2)1,956
 (29) —
 —
 1,956
 (29)
Other marketable securities148
 (1) —
 —
 148
 (1)
Total$5,824
 $(18) $—
 $—
 $5,824
 $(18)$8,898
 $(105) $1,997
 $(28) $10,895
 $(133)

We determine other-than-temporary impairments on cash equivalents and marketable securities using a specific identification method. During the sixthree months ended June 30, 2016March 31, 2017 and 2017,2018, we did not recognize any other-than-temporary impairment loss.

Cash, Cash Equivalents, and Restricted Cash

Cash, cash equivalents, and restricted cash as reported in the consolidated statement of cash flows are presented separately on our consolidated balance sheet as follows (in millions):
 December 31,
2017		 March 31,
2018
Cash and cash equivalents$18,492
 $17,940
Restricted cash (a)146
 197
Total cash, cash equivalents, and restricted cash$18,638
 $18,137
__________
(a)
Included in Other assets in the non-current assets section of our consolidated balance sheet.

Other Securities

InvestmentsWe have investments in entities that we do not control and overfor which we do not have the ability to exercise significant influence and fair values are recordednot readily available. We have elected to record these investments at cost and reported(less impairment, if any), adjusted for changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. We report the carrying value of these investments in Other assets in the non-current assets section of our consolidated balance sheet. These cost method investments were $219$363 million and $221$369 million at December 31, 20162017 and June 30,March 31, 2017,2018, respectively. There were no material adjustments to the fair values of these investments during the period ended March 31,2018.


Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 8. FINANCIAL SERVICESFORD CREDIT FINANCE RECEIVABLES

Our Financial Services segment, primarily 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, net were as follows (in millions):
December 31,
2016		 June 30,
2017		December 31,
2017		 March 31,
2018
Consumer      
Retail financing, gross$68,121
 $71,079
$78,331
 $79,484
Unearned interest supplements(2,783) (2,926)(3,280) (3,258)
Consumer finance receivables65,338
 68,153
75,051
 76,226
Non-Consumer 
  
 
  
Dealer financing31,336
 33,808
33,938
 36,175
Non-Consumer finance receivables31,336
 33,808
33,938
 36,175
Total recorded investment$96,674
 $101,961
$108,989
 $112,401
      
Recorded investment in finance receivables$96,674
 $101,961
$108,989
 $112,401
Allowance for credit losses(484) (522)(597) (600)
Finance receivables, net$96,190
 $101,439
$108,392
 $111,801
      
Current portion$46,266
 $49,888
$52,210
 $54,680
Non-current portion49,924
 51,551
56,182
 57,121
Finance receivables, net$96,190
 $101,439
$108,392
 $111,801
      
Net finance receivables subject to fair value (a)$94,066
 $98,916
$105,106
 $108,297
Fair value94,785
 98,872
104,521
 107,650
__________
(a)
At December 31, 20162017 and June 30, 2017,March 31, 2018, Finance receivables, net includes $2.13.3 billion and $2.53.5 billion, respectively, of direct financing leases that are not subject to fair value disclosure requirements. The fair value of finance receivables is categorized within Level 3 of the fair value hierarchy.

Excluded from finance receivables at both December 31, 20162017 and June 30, 2017,March 31, 2018, was $223240 million and $243 million, respectively, of accrued uncollected interest, which is reported as Other assets in the current assets section of our consolidated balance sheet.

Included in the recorded investment in finance receivables at December 31, 20162017 and June 30, 2017March 31, 2018, were consumer receivables of $32.538.9 billion and $33.139.3 billion, respectively, and non-consumer receivables of $2624.5 billion and $26.126.6 billion, respectively, 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. FINANCIAL SERVICESFORD CREDIT FINANCE RECEIVABLES (Continued)
Aging

For all finance receivables, we define “past due” as any payment, including principal and interest, that is at least 31 days past the contractual due date. The recorded investment of consumer receivables greater than 90 days past due and still accruing interest was $21$24 million and $23 million at December 31, 20162017 and June 30, 2017,March 31, 2018, respectively. The recorded investment of non-consumer receivables greater than 90 days past due and still accruing interest was $1 million and de minimisminimus at December 31, 20162017 and $1 million at June 30, 2017.March 31, 2018, respectively.

The aging analysis of our finance receivables balances werewas as follows (in millions):
December 31,
2016		 June 30,
2017		December 31,
2017		 March 31,
2018
Consumer      
31-60 days past due$760
 $643
$748
 $667
61-90 days past due114
 106
113
 85
91-120 days past due34
 36
36
 33
Greater than 120 days past due39
 36
37
 41
Total past due947
 821
934
 826
Current64,391
 67,332
74,117
 75,400
Consumer finance receivables65,338
 68,153
75,051
 76,226
      
Non-Consumer      
Total past due107
 133
122
 95
Current31,229
 33,675
33,816
 36,080
Non-Consumer finance receivables31,336
 33,808
33,938
 36,175
Total recorded investment$96,674
 $101,961
$108,989
 $112,401

Credit Quality

Consumer Portfolio. Credit quality ratings for consumer receivables are based on aging. Refer to the aging table above.

Consumer receivables credit quality ratings are as follows:

Pass – current to 60 days past duedue;
Special Mention – 61 to 120 days past due and in intensified collection statusstatus; and
Substandard – greater than 120 days past due and for which the uncollectible portion of the receivables has already been charged off, as measured using the fair value of collateral less costs to sellsell.

Non-Consumer Portfolio. Dealers are assigned to one of four groups according to risk ratings as follows:

Group I – strong to superior financial metricsmetrics;
Group II – fair to favorable financial metricsmetrics;
Group III – marginal to weak financial metricsmetrics; and
Group IV – poor financial metrics, including dealers classified as uncollectibleuncollectible.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 8. FINANCIAL SERVICESFORD CREDIT FINANCE RECEIVABLES (Continued)
The credit quality analysis of our dealer financing receivables was as follows (in millions):
December 31,
2016		 June 30,
2017		December 31,
2017		 March 31,
2018
Dealer Financing      
Group I$24,315
 $26,688
$26,252
 $27,533
Group II5,552
 5,589
5,908
 6,690
Group III1,376
 1,364
1,640
 1,844
Group IV93
 167
138
 108
Total recorded investment$31,336
 $33,808
$33,938
 $36,175

Impaired Receivables. Impaired consumer receivables include accounts that have been rewritten or modified in reorganization proceedings pursuant to the U.S. Bankruptcy Code that are considered to be Troubled Debt Restructurings (“TDRs”), as well as all accounts greater than 120 days past due. Impaired non-consumer receivables represent accounts with dealers that have weak or poor financial metrics or dealer financing that has been modified in TDRs. The recorded investment of consumer receivables that were impaired at December 31, 20162017 and June 30, 2017March 31, 2018 was $367$386 million, or 0.6%0.5% of consumer receivables, and $381380 million, or 0.6%0.5% of consumer receivables, respectively. The recorded investment of non-consumer receivables that were impaired at December 31, 20162017 and June 30, 2017March 31, 2018 was $107$138 million, or 0.3%0.4% of non-consumer receivables, and $181108 million, or 0.5%0.3% of non-consumer receivables, respectively. Impaired finance receivables are evaluated both collectively and specifically.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 9. FINANCIAL SERVICESFORD CREDIT ALLOWANCE FOR CREDIT LOSSES

An analysis of the allowance for credit losses related to finance receivables for the periods ended June 30March 31 was as follows (in millions):
Second Quarter 2016 First Half 2016First Quarter 2017
Consumer Non-Consumer Total Consumer Non-Consumer TotalConsumer Non-Consumer Total
Allowance for credit losses                
Beginning balance$390
 $20
 $410
 $357
 $16
 $373
$469
 $15
 $484
Charge-offs(94) (3) (97) (196) (2) (198)(123) (2) (125)
Recoveries31
 2
 33
 60
 3
 63
34
 —
 34
Provision for credit losses109
 (1) 108
 211
 —
 211
121
 —
 121
Other (a)(4) (1) (5) —
 —
 —
3
 —
 3
Ending balance (b)$432
 $17
 $449
 $432
 $17
 $449
$504
 $13
 $517
                
Analysis of ending balance of allowance for credit losses
Collective impairment allowance      $414
 $13
 $427
$483
 $13
 $496
Specific impairment allowance      18
 4
 22
21
 —
 21
Ending balance (b)      432
 17
 449
504
 13
 517
                
Analysis of ending balance of finance receivablesAnalysis of ending balance of finance receivables           
Collectively evaluated for impairment      61,819
 33,425
 95,244
65,950
 33,317
 99,267
Specifically evaluated for impairment      366
 126
 492
385
 164
 549
Recorded investment      62,185
 33,551
 95,736
66,335
 33,481
 99,816
                
Ending balance, net of allowance for credit lossesEnding balance, net of allowance for credit losses   $61,753
 $33,534
 $95,287
$65,831
 $33,468
 $99,299
__________
(a)Primarily represents amounts related to translation adjustments.
(b)Total allowance, including reserves for operating leases, was $512$584 million.
Second Quarter 2017 First Half 2017First Quarter 2018
Consumer Non-Consumer Total Consumer Non-Consumer TotalConsumer Non-Consumer Total
Allowance for credit losses                
Beginning balance$504
 $13
 $517
 $469
 $15
 $484
$582
 $15
 $597
Charge-offs(110) (2) (112) (233) (4) (237)(131) (2) (133)
Recoveries35
 3
 38
 69
 3
 72
39
 1
 40
Provision for credit losses73
 —
 73
 194
 —
 194
92
 2
 94
Other (a)5
 1
 6
 8
 1
 9
2
 —
 2
Ending balance (b)$507
 $15
 $522
 $507
 $15
 $522
$584
 $16
 $600
                
Analysis of ending balance of allowance for credit losses
Collective impairment allowance      $487
 $13
 $500
$563
 $15
 $578
Specific impairment allowance      20
 2
 22
21
 1
 22
Ending balance (b)      507
 15
 522
584
 16
 600
                
Analysis of ending balance of finance receivablesAnalysis of ending balance of finance receivables           
Collectively evaluated for impairment      67,772
 33,627
 101,399
75,846
 36,067
 111,913
Specifically evaluated for impairment      381
 181
 562
380
 108
 488
Recorded investment      68,153
 33,808
 101,961
76,226
 36,175
 112,401
                
Ending balance, net of allowance for credit lossesEnding balance, net of allowance for credit losses $67,646
 $33,793
 $101,439
$75,642
 $36,159
 $111,801
__________
(a)Primarily represents amounts related to translation adjustments.
(b)Total allowance, including reserves for operating leases, was $588$671 million.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 10. INVENTORIES

All inventories are stated at the lower of cost and net realizable value. Cost for a substantial portion of U.S. inventories is determined on a last-in, first-out (“LIFO”) basis. LIFO was used for 30% and 34% of total inventories at December 31, 2016 and June 30, 2017, respectively. Cost of other inventories is determined by costing methods that approximate a first-in, first-out (“FIFO”) basis.

Inventories were as follows (in millions):
December 31,
2016		 June 30,
2017		December 31,
2017		 March 31,
2018
Raw materials, work-in-process, and supplies$3,843
 $4,090
$4,397
 $4,710
Finished products5,943
 7,904
6,779
 7,661
Total inventories under FIFO9,786
 11,994
LIFO adjustment(888) (902)
Total inventories$8,898
 $11,092
$11,176
 $12,371

NOTE 11. GOODWILL

The net carrying amount of goodwill was $75 million and $274 million at December 31, 2017 and March 31, 2018, respectively, and is reported in Other Assets in the non-current section of our consolidated balance sheet . In the first quarter of 2018, Mobility completed the acquisition of Autonomic and TransLoc which resulted in $199 million of goodwill.

NOTE 11.12. OTHER LIABILITIES AND DEFERRED REVENUE

Other liabilities and deferred revenue were as follows (in millions):
December 31,
2016		 June 30,
2017		December 31,
2017		 March 31,
2018
Current      
Dealer and dealers’ customer allowances and claims$9,542
 $11,034
$10,902
 $12,496
Deferred revenue3,866
 2,443
2,107
 2,336
Employee benefit plans1,469
 1,436
1,661
 1,352
Accrued interest974
 1,034
1,057
 924
OPEB (a)349
 351
348
 347
Pension (a)247
 252
229
 232
Other2,869
 3,408
3,393
 3,728
Total current other liabilities and deferred revenue$19,316
 $19,958
$19,697
 $21,415
Non-current 
  
 
  
Pension (a)$10,150
 $10,218
$9,932
 $9,980
OPEB (a)5,516
 5,526
5,821
 5,755
Dealer and dealers’ customer allowances and claims2,564
 2,806
2,471
 2,286
Deferred revenue3,687
 3,832
3,829
 3,895
Employee benefit plans1,063
 1,105
1,139
 1,156
Other1,415
 1,353
1,519
 1,773
Total non-current other liabilities and deferred revenue$24,395
 $24,840
$24,711
 $24,845
__________
(a)
Balances at June 30, 2017March 31, 2018 reflect pension and OPEB liabilities at December 31, 2016,2017, updated (where applicable) for service and interest cost, expected return on assets, separation expense, interim remeasurement expense, actual benefit payments, and cash contributions. The discount rate and rate of expected return assumptions are unchanged from year-end 2016.2017. Included in Other assets are pension assets of $1.5$3.5 billion and $2.1$3.9 billion at December 31, 20162017 and June 30, 2017,March 31, 2018, respectively.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 12.13. RETIREMENT BENEFITS

Defined Benefit Plans - Expense

The pre-tax net periodic benefit costcost/(income) for our defined benefit pension and OPEB plans for the periods ended June 30March 31 was as follows (in millions):
Second QuarterFirst Quarter
Pension Benefits    Pension Benefits    
U.S. Plans Non-U.S. Plans Worldwide OPEBU.S. Plans Non-U.S. Plans Worldwide OPEB
2016 2017 2016 2017 2016 20172017 2018 2017 2018 2017 2018
Service cost$127
 $134
 $124
 $125
 $12
 $12
$133
 $136
 $134
 $152
 $12
 $14
Interest cost381
 381
 202
 173
 49
 49
381
 367
 159
 176
 49
 49
Expected return on assets(674) (684) (350) (335) —
 —
(683) (722) (330) (334) —
 —
Amortization of prior service costs/(credits)43
 35
 9
 9
 (36) (29)36
 36
 9
 6
 (30) (27)
Net remeasurement (gain)/loss—
 —
 11
 —
 —
 —
—
 (26) —
 —
 —
 —
Separation programs/other3
 9
 65
 3
 —
 —
3
 11
 16
 2
 —
 —
Settlements and curtailments—
 (15) —
 —
 —
 —
Net periodic benefit cost/(income)$(120) $(125) $61
 $(25) $25
 $32
$(130) $(213) $(12) $2
 $31
 $36
           
First Half
Pension Benefits    
U.S. Plans Non-U.S. Plans Worldwide OPEB
2016 2017 2016 2017 2016 2017
Service cost$255
 $267
 $242
 $259
 $24
 $24
Interest cost762
 762
 397
 332
 97
 98
Expected return on assets(1,347) (1,367) (689) (665) —
 —
Amortization of prior service costs/(credits)85
 71
 19
 18
 (71) (59)
Net remeasurement (gain)/loss—
 —
 11
 —
 —
 —
Separation programs/other3
 12
 72
 19
 —
 —
Net periodic benefit cost/(income)$(242) $(255) $52
 $(37) $50
 $63

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 Non-Financial Services otherOther income/(loss), net of our consolidated income statement.

In the first quarter of 2018, we recognized both a remeasurement gain and a curtailment gain related to amendments to our U.S. defined benefit plans for senior management.  Effective December 31, 2019, the plans will have a 35-year limit for service and pay for purposes of determining the pension benefits.

Pension Plan Contributions

During 2017,2018, we expect contributions to becontribute about $1 billion500 million (most of which are mandatory)mandatory contributions) from cash and cash equivalents to our worldwideglobal funded pension plans, and to make about $300350 million of benefit payments to participants in unfunded plans, for a total of about $1.3 billion850 million. In the first halfquarter of 2017,2018, we contributed about $50090 million to our worldwideglobal funded pension plans and made about $15090 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 13.14. DEBT

The carrying value of Automotive, Ford Credit, and Financial ServicesOther debt was as follows (in millions):
Automotive SegmentDecember 31,
2016		 June 30,
2017
AutomotiveDecember 31,
2017		 March 31,
2018
Debt payable within one year      
Short-term$1,324
 $1,516
$1,396
 $1,260
Long-term payable within one year 
  
 
  
U.S. Department of Energy Advanced Technology Vehicles Manufacturing Incentive Program591
 591
Public unsecured debt securities361
 361
U.S. Department of Energy Advanced Technology Vehicles Manufacturing (“DOE ATVM”) Incentive Program591
 591
Other debt827
 853
1,031
 1,563
Unamortized (discount)/premium(57) (49)(23) (24)
Total debt payable within one year2,685
 2,911
3,356
 3,751
Long-term debt payable after one year 
  
 
  
Public unsecured debt securities9,394
 9,394
9,033
 9,033
DOE ATVM Incentive Program2,651
 2,356
2,060
 1,913
Other debt1,573
 1,904
1,848
 1,469
Adjustments      
Unamortized (discount)/premium(320) (299)(290) (269)
Unamortized issuance costs(76) (78)(76) (75)
Total long-term debt payable after one year13,222
 13,277
12,575
 12,071
Total Automotive Segment$15,907
 $16,188
Total Automotive$15,931
 $15,822
      
Fair value of Automotive Segment debt (a)$17,433
 $17,873
Fair value of Automotive debt (a)$17,976
 $17,046
      
Financial Services Segment 
  
Ford Credit 
  
Debt payable within one year 
  
 
  
Short-term$15,330
 $15,429
$17,153
 $16,604
Long-term payable within one year 
  
 
  
Unsecured debt12,369
 14,409
13,298
 14,195
Asset-backed debt19,286
 18,018
17,817
 18,461
Adjustments      
Unamortized (discount)/premium(2) (1)1
 —
Unamortized issuance costs(16) (18)(16) (18)
Fair value adjustments (b)17
 25
12
 (10)
Total debt payable within one year46,984
 47,862
48,265
 49,232
Long-term debt payable after one year      
Unsecured debt49,912
 52,579
55,687
 56,504
Asset-backed debt30,112
 29,409
34,052
 36,744
Adjustments      
Unamortized (discount)/premium(9) (8)(2) 1
Unamortized issuance costs(197) (205)(212) (218)
Fair value adjustments (b)261
 184
(33) (350)
Total long-term debt payable after one year80,079
 81,959
89,492
 92,681
Total Financial Services Segment$127,063
 $129,821
Total Ford Credit$137,757
 $141,913
      
Fair value of Financial Services Segment debt (a)$128,777
 $131,913
Fair value of Ford Credit debt (a)$139,605
 $142,891
   
Other   
Long-term debt payable after one year   
Unsecured debt$604
 $604
Adjustments   
Unamortized (discount)/premium(3) (3)
Unamortized issuance costs(2) (2)
Total Other$599
 $599
   
Fair value of Other debt$801
 $763
__________
(a)
The fair value of debt includes $1.1 billion and $1.21 billion of Automotive segment short-term debt and $14.316.4 billion and $14.715.5 billion of Financial ServicesFord Credit segment short-term debt at December 31, 20162017 and June 30, 2017,March 31, 2018, respectively, carried at cost, which approximates fair value. All other debt is categorized within Level 2 of the fair value hierarchy.
(b)Adjustments related to designated fair value hedges of unsecured debt.
Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 14.15. 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 highly effective 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, recorded in income for the periods ended June 30March 31 were as follows (in millions):
Second Quarter First HalfFirst Quarter
2016 2017 2016 20172017 2018
Cash flow hedges (a)          
Reclassified from AOCI to net income$46
 $124
 $133
 $242
Reclassified from AOCI to Cost of sales$118
 $17
Fair value hedges          
Interest rate contracts          
Net interest settlements and accruals excluded from the assessment of hedge effectiveness98
 62
 197
 132
Ineffectiveness (b)5
 4
 22
 —
Net interest settlements and accruals on hedging instruments70
 26
Fair value changes on hedging instruments (b)(89) (339)
Fair value changes on hedged debt (b)85
 329
Derivatives not designated as hedging instruments          
Foreign currency exchange contracts171
 (218) 32
 (426)
Foreign currency exchange contracts (c)(208) (116)
Cross-currency interest rate swap contracts140
 16
 335
 74
58
 (58)
Interest rate contracts(43) 30
 (91) 37
7
 (17)
Commodity contracts9
 (10) 4
 32
42
 (46)
Total$426
 $8
 $632
 $91
$83
 $(204)
__________
(a)
For the secondfirst quarter of 2017 and first half of 2016,2018, a $184$112 million gainloss and a $547 million gain, respectively, were recorded in Other comprehensive income. For the second quarter and first half of 2017, a $318 million gain and a $206$61 million gain, respectively, were recorded in Other comprehensive income.
(b)
For the secondfirst quarter and first half of 2016, hedge ineffectiveness reflects2017, the net change in fair value changes on derivatives of $273 million gainhedging instruments and $883 million gain, respectively, and a change in value on hedged debt attributable towere recorded in Other income/(loss), net; effective first quarter 2018, these amounts were recorded in Ford Credit interest, operating, and other expenses.
(c)
For the change in benchmark interest ratesfirst quarter of $2682017 and 2018, a $29 million loss and $861a $12 million loss respectively. For the second quarter were recorded in Other income/(loss), net and first half of 2017, hedge ineffectiveness reflects the net change in fair value on derivatives of $34a $179 million gainloss and $55a $104 million loss respectively, and a changewere recorded in value on hedged debt attributable to the change in benchmark interest ratesCost of $30 million loss and $55 million gain,sales, respectively.
Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 14.15. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

Balance Sheet Effect of Derivative Financial Instruments

Derivative assets and liabilities are recorded on theour consolidated balance sheet 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, presented gross, were as follows (in millions):
December 31, 2016 June 30, 2017December 31, 2017 March 31, 2018
Notional 
Fair Value of
Assets
 
Fair Value of
Liabilities
 Notional 
Fair Value of
Assets
 
Fair Value of
Liabilities
Notional 
Fair Value of
Assets
 
Fair Value of
Liabilities
 Notional 
Fair Value of
Assets
 
Fair Value of
Liabilities
Cash flow hedges                      
Foreign currency exchange contracts$19,091
 $620
 $257
 $17,926
 $504
 $179
$19,595
 $407
 $306
 $19,355
 $376
 $232
Fair value hedges 
  
  
       
  
  
      
Interest rate contracts33,175
 487
 80
 34,958
 429
 83
28,008
 248
 135
 30,250
 139
 516
Derivatives not designated as hedging instrumentsDerivatives not designated as hedging instruments          Derivatives not designated as hedging instruments          
Foreign currency exchange contracts17,227
 379
 194
 21,221
 208
 346
20,679
 172
 302
 21,202
 150
 196
Cross-currency interest rate swap contracts3,201
 242
 8
 3,918
 338
 6
4,006
 408
 28
 5,712
 305
 60
Interest rate contracts61,689
 156
 74
 53,968
 180
 55
60,504
 276
 137
 60,453
 282
 184
Commodity contracts531
 11
 6
 550
 14
 5
660
 37
 4
 645
 3
 24
Total derivative financial instruments, gross (a) (b)$134,914
 $1,895
 $619
 $132,541
 $1,673
 $674
$133,452
 $1,548
 $912
 $137,617
 $1,255
 $1,212
                      
Current portion  $1,108
 $371
   $870
 $473
  $802
 $568
   $647
 $578
Non-current portion  787
 248
   803
 201
  746
 344
   608
 634
Total derivative financial instruments, gross  $1,895
 $619
   $1,673
 $674
  $1,548
 $912
   $1,255
 $1,212
__________
(a)At December 31, 20162017 and June 30, 2017,March 31, 2018, we held collateral of $15 million and $10$22 million, and we posted collateral of $12$38 million and $16$55 million, respectively.
(b)
At December 31, 20162017 and June 30, 2017,March 31, 2018, the fair value of assets and liabilities available for counterparty netting was $554$618 million and $477$494 million, respectively. All derivatives are categorized within Level 2 of the fair value hierarchy.

Fair Value Hedges

The carrying value of and fair value adjustments to our hedged debt were as follows (in millions):
  December 31, 2017 March 31, 2018
  Carrying Value 
Fair Value
Adjustments (a)
 Carrying Value 
Fair Value
Adjustments (a)
Ford Credit debt payable within one year $5,186
 $12
 $5,899
 $(10)
Ford Credit long-term debt 33,790
 (33) 33,834
 (350)
Total $38,976
 $(21) $39,733
 $(360)
__________
(a)At December 31, 2017 and March 31, 2018, the balance includes unfavorable adjustments of $77 million and $66 million, respectively, related to discontinued hedging relationships.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 15.16. 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 June 30March 31 were as follows (in millions):
Second Quarter First HalfFirst Quarter
2016 2017 2016 20172017 2018
Foreign currency translation          
Beginning balance$(3,633) $(4,350) $(3,570) $(4,593)$(4,593) $(4,277)
Gains/(Losses) on foreign currency translation(58) (39) (88) 150
189
 244
Less: Tax/(Tax benefit)—
 (123) —
 (177)(54) (50)
Net gains/(losses) on foreign currency translation(58) 84
 (88) 327
243
 294
(Gains)/Losses reclassified from AOCI to net income (a)—
 —
 (33) —
—
 2
Other comprehensive income/(loss), net of tax(58) 84
 (121) 327
243
 296
Ending balance$(3,691) $(4,266) $(3,691) $(4,266)$(4,350) $(3,981)
          
Marketable securities          
Beginning balance$—
 $(15) $(6) $(14)$(14) $(48)
Gains/(Losses) on available for sale securities—
 2
 11
 3
1
 (69)
Less: Tax/(Tax benefit)—
 2
 —
 5
3
 (17)
Net gains/(losses) on available for sale securities—
 —
 11
 (2)(2) (52)
(Gains)/Losses reclassified from AOCI to net income—
 4
 (1) 5
1
 6
Less: Tax/(Tax benefit)—
 —
 4
 —
—
 1
Net (gains)/losses reclassified from AOCI to net income—
 4
 (5) 5
1
 5
Other comprehensive income/(loss), net of tax—
 4
 6
 3
(1) (47)
Ending balance$—
 $(11) $—
 $(11)$(15) $(95)
          
Derivative instruments          
Beginning balance$310
 $116
 $64
 $283
$283
 $18
Gains/(Losses) on derivative instruments184
 318
 547
 206
(112) 61
Less: Tax/(Tax benefit)35
 85
 94
 51
(34) 15
Net gains/(losses) on derivative instruments149
 233
 453
 155
(78) 46
(Gains)/Losses reclassified from AOCI to net income(46) (124) (133) (242)(118) (17)
Less: Tax/(Tax benefit)(8) (28) (37) (57)(29) (4)
Net (gains)/losses reclassified from AOCI to net income (b)(38) (96) (96) (185)(89) (13)
Other comprehensive income/(loss), net of tax111
 137
 357
 (30)(167) 33
Ending balance$421
 $253
 $421
 $253
$116
 $51
          
Pension and other postretirement benefits          
Beginning balance$(2,723) $(2,680) $(2,745) $(2,689)$(2,689) $(2,652)
Amortization and recognition of prior service costs/(credits)16
 15
 33
 30
15
 15
Less: Tax/(Tax benefit)7
 23
 10
 28
5
 3
Net prior service costs/(credits) reclassified from AOCI to net income9
 (8) 23
 2
10
 12
Translation impact on non-U.S. plans8
 (4) 16
 (5)(1) (4)
Other comprehensive income/(loss), net of tax17
 (12) 39
 (3)9
 8
Ending balance$(2,706) $(2,692) $(2,706) $(2,692)$(2,680) $(2,644)
          
Total AOCI ending balance at June 30$(5,976) $(6,716) $(5,976) $(6,716)
Total AOCI ending balance at March 31$(6,929) $(6,669)
__________
(a)
Reclassified to Non-Financial Services otherOther income/(loss), net.
(b)
Reclassified to Cost of sales. During the next twelve months we expect to reclassify existing net lossesgains on cash flow hedges of $27065 million. See Note 1415 for additional information.
Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 16.17. COMMITMENTS AND CONTINGENCIES

Commitments and contingencies primarily consist of guarantees and indemnifications, litigation and claims, and warranty.

Guarantees and Indemnifications

The maximum potential payments and the carrying value of recorded liabilities related to guarantees and limited indemnities were as follows (in millions):
December 31,
2016		 June 30,
2017		December 31,
2017		 March 31,
2018
Maximum potential payments$177
 $1,613
$1,397
 $1,558
Carrying value of recorded liabilities related to guarantees and limited indemnities23
 481
408
 447

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 amount of probable payment is recorded.

We guarantee the resale value of vehicles sold in certain arrangements to daily rental companies. The maximum potential payment of $1.5$1.4 billion as of June 30, 2017March 31, 2018 included in the table above represents the total proceeds we guarantee the rental company will receive on re-sale.  Reflecting our present estimate of proceeds the rental companies will receive on resale from third parties, we have recorded $459$435 million as our best estimate of the amount we will have to pay under the guarantee. See Note 2 for additional information on the adoption of the new revenue standard.

We also guarantee 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 2033, 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. However, our ability to enforce these rights is sometimes stayed until the guaranteed party is paid in full, and may be limited in the event of insolvency of the third party or other circumstances.

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 terms of the contract or by 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.

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; 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 in very large amounts, or demands for field service actions, environmental remediation programs, sanctions, loss of government incentives, assessments, or other relief, which, if granted, would require very large 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.
Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 16.17. COMMITMENTS AND CONTINGENCIES (Continued)

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 customs matters, for which we estimate the aggregate risk to be a range of up to about $2.8 billion700 million.

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.

Warranty and Field Service Actions

We accrue obligationsan amount for estimated cost associated with warranty costs and field service actions (i.e., safety recalls, emission recalls, and other product campaigns)customer satisfaction actions) at the time of sale using a patterned estimation model that includes historical information regarding the nature, frequency, and average cost of claims for each vehicle line by model year. 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 amountcollection of the recovery is virtually certain. Recoveries are reported in Trade and other receivables and Other assets.

The estimate of our future warranty and field service action costs, net of supplier recoveries, for the periods ended June 30 wereMarch 31 was as follows (in millions):
First HalfFirst Quarter
2016 20172017 2018
Beginning balance$4,558
 $4,960
$4,960
 $5,296
Payments made during the period(1,593) (1,710)(840) (963)
Changes in accrual related to warranties issued during the period1,179
 1,272
608
 629
Changes in accrual related to pre-existing warranties279
 582
475
 185
Foreign currency translation and other45
 71
34
 9
Ending balance$4,468
 $5,175
$5,237
 $5,156

Revisions to our estimated costs are reported as changes in accrual related to pre-existing warranties in the table above.

Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 17.18. SEGMENT INFORMATION

Effective January 1, 2018, we changed our reportable segments to reflect the manner in which we now manage our business. Based on recent changes to our organization structure and how our Chief Operating Decision Maker (CODM) reviews operating results and makes decisions about resource allocation, we now have three reportable segments that represent the primary businesses reported in our consolidated financial statements: Automotive, Mobility, and Ford Credit.

In addition to the change in reportable segments, consistent with how our CODM now assesses performance of the segments, we changed the measurement of our segment profits and losses as described below:

Global governance costs, which were previously reported as part of our Automotive segment, will now be reported as part of Corporate Other
Autonomous vehicle development costs, which were previously reported as part of our Automotive segment, will now be reported in Mobility
Interest income and portfolio gains and losses, which were previously reported in our segment results, will now be reported in Corporate Other. Interest expense (other than interest expense incurred by Ford Credit) will now be reported as a separate reconciling item

Prior period amounts were adjusted retrospectively to reflect the segment and measurement changes.

Below is a description of our reportable segments and the business activities included in All Other.other activities.

Automotive Segment

Our Automotive segment primarily includes the sale of Ford and Lincoln brand vehicles, service parts, and accessories worldwide, together with the associated costs to develop, manufacture, distribute, and service the vehicles, parts, and accessories. This segment includes revenues and costs related to our electrification vehicle programs. The segment includes five regional business units:  North America, South America, Europe, Middle East & Africa, and Asia Pacific.
Financial ServicesMobility Segment

Our Mobility segment primarily includes development costs related to our autonomous vehicles and our investment in emerging mobility services through Ford Smart Mobility LLC (“FSM”). FSM designs and builds mobility services on its own, and collaborates with start-ups and tech companies.

Ford Credit Segment

The Financial ServicesFord Credit segment is comprised of the Ford Credit business on a consolidated basis, which is primarily includes our vehicle-related financing and leasing activities at Ford Credit.activities.

AllCorporate Other

AllCorporate Other is a combination of two operating segments that did not meet the quantitative thresholds in this reporting period to qualify as reportable segments. All Other consists of our Central Treasury Operations and Ford Smart Mobility LLC. The Central Treasury Operations segment is primarily engaged in decision making for investments, risk management activities, and providing financing for the Automotive segment. Interestincludes corporate governance costs, interest income (excluding interest earned on our extended service contract portfolio that is included in our Automotive segment), interest expense, and portfolio gains and losses onfrom our cash, cash equivalents, and marketable securities, and foreign exchange derivatives gains and losses associated with intercompany lending,lending. Corporate governance costs are included inprimarily administrative expenses supporting oversight or stewardship on behalf of the resultsglobal enterprise and not allocated to specific business units or segments. This includes setting and directing global policy, establishment of Central Treasury Operations.global systems and processes, and promotion of the Company as a whole. The underlying assets and liabilities primarily cash and cash equivalents, marketable securities, debt, and derivatives,associated with these financial results remain with the respective Automotive segment.and Mobility segments.

Ford Smart Mobility LLCInterest on Debt

Interest on Debt is presented as a subsidiary formed to design, build, grow,separate reconciling item and investconsists of interest expense on Automotive and other debt. The underlying liability is reported in emerging mobility services. Designed to compete like a start-up company, Ford Smart Mobility LLC designsthe Automotive segment and builds mobility services on its own, and collaborates with start-ups and tech companies.in Corporate Other.
Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 18. SEGMENT INFORMATION (Continued)

Special Items

Our results include Special items thatItems are presented as a separate reconciling item. They consist of (i) pension and OPEBother postretirement employee benefits (“OPEB”) remeasurement gains and losses, (ii) significant personnel and dealer-related costs stemming from our efforts to match production capacity and cost structure to market demand and changing model mix, and (iii) certain infrequent significant items that we generally do not consider to be indicative of our 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. SpecialWe also report these special items are presented as a separate reconciling item.
Item 1. Financial Statements (Continued)

FORD MOTOR COMPANY AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS

NOTE 17. SEGMENT INFORMATION (Continued)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 considering the trend of ongoing operating results.

Key operating datafinancial information for the periods ended or at June 30 wereMarch 31 was as follows (in millions):

 Automotive 
Financial
Services
 All Other 
Special
Items
 Adjustments Total
Second Quarter 2016 
  
  
    
  
Revenues$36,932
 $2,553
 $—
 $—
 $—
 $39,485
Pre-tax results - income/(loss)2,832
 385
 (224) (118) —
 2,875
Equity in net income/(loss) of affiliated companies390
 8
 —
 —
 —
 398
Cash, cash equivalents, and marketable securities27,210
 12,087
 —
 —
 —
 39,297
Total assets99,272
 145,303
 6
 —
 (4,903)(a)239,678
Debt13,071
 126,843
 —
 —
 —
 139,914
Operating cash flows4,144
 2,283
 —
 —
 1,315
(b)7,742
            
Second Quarter 2017 
  
  
    
  
Revenues$37,113
 $2,738
 $2
 $—
 $—
 $39,853
Pre-tax results - income/(loss)2,191
 603
 (287) (248) —
 2,259
Equity in net income/(loss) of affiliated companies266
 8
 (1) —
 —
 273
Cash, cash equivalents, and marketable securities28,428
 10,677
 4
 —
 —
 39,109
Total assets103,583
 150,793
 83
 —
 (6,990)(a)247,469
Debt16,188
 129,821
 —
 —
 —
 146,009
Operating cash flows1,270
 3,152
 (23) —
 1,216
(b)5,615
            
 Automotive 
Financial
Services
 All Other 
Special
Items
 Adjustments Total
First Half 2016 
  
  
    
  
Revenues$72,189
 $5,014
 $—
 $—
 $—
 $77,203
Pre-tax results - income/(loss)6,296
 884
 (350) (304) —
 6,526
Equity in net income/(loss) of affiliated companies924
 15
 —
 —
 —
 939
Operating cash flows6,871
 2,808
 —
 —
 2,212
(b)11,891
            
First Half 2017 
  
  
    
  
Revenues$73,588
 $5,407
 $4
 $—
 $—
 $78,999
Pre-tax results - income/(loss)4,156
 1,069
 (499) (224) —
 4,502
Equity in net income/(loss) of affiliated companies605
 15
 (1) —
 —
 619
Operating cash flows3,286
 4,236
 (33) —
 2,462
(b)9,951
 Automotive Mobility Ford Credit 
Corporate
Other
 
Interest
on Debt
 Special Items Adjustments Total
First Quarter 2017 
  
  
        
  
Revenues$36,475
 $2
 $2,669
 $—
 $—
 $—
 $—
 $39,146
Income/(loss) before income taxes2,175
 (64) 481
 (72) (293) 24
 —
 2,251
Equity in net income/(loss) of affiliated companies340
 (1) 7
 —
 —
 —
 —
 346
Cash, cash equivalents, and marketable securities28,028
 6
 11,955
 —
 —
 —
 —
 39,989
Total assets101,656
 76
 149,900
 —
 —
 —
 (6,974)(a)244,658
                
First Quarter 2018 
  
  
        
  
Revenues$39,012
 $4
 $2,943
 $—
 $—
 $—
 $—
 $41,959
Income/(loss) before income taxes1,732
 (102) 641
 (86) (289) 23
 —
 1,919
Equity in net income/(loss) of affiliated companies218
 —
 6
 —
 —
 —
 —
 224
Cash, cash equivalents, and marketable securities27,582
 15
 12,474
 —
 —
 —
 —
 40,071
Total assets107,091
 452
 164,582
 —
 —
 —
 (4,895)(a)267,230
__________
(a)Includes eliminations of intersegment transactions occurring in the ordinary course of business and deferred tax netting.
(b)
We measure and evaluate our Automotive segment operating cash flow on a different basis than Net cash provided by/(used in) operating activities in our consolidated statement of cash flows. Automotive segment operating cash flow includes additional elements management considers to be related to our Automotive operating activities, primarily capital spending and non-designated derivatives, and excludes outflows for funded pension contributions, separation payments, and other items that are considered operating cash flows under U.S. GAAP. The table below quantifies these reconciling adjustments to Net cash provided by/(used in) operating activities for the periods ended June 30 (in millions):
  Second Quarter First Half
  2016 2017 2016 2017
 Automotive capital spending$1,686
 $1,547
 $3,183
 $3,242
 Net cash flows from non-designated derivatives41
 (66) (76) (200)
 Funded pension contributions(221) (221) (589) (456)
 Separation payments(148) (31) (158) (59)
 Other(43) (13) (148) (65)
 Total operating cash flow adjustments$1,315
 $1,216
 $2,212
 $2,462




Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Ford Motor Company

Results of Review of Financial Statements

We have reviewed the accompanying consolidated balance sheet of Ford Motor Company and its subsidiaries (the “Company”) as of June 30, 2017,March 31, 2018, and the related consolidated statements of income, and comprehensive income, and equity for the three-month and six-month periods ended June 30,March 31, 2018 and 2017 and 2016 and the consolidated statement of equity and the condensed consolidated statement of cash flows for the six-monththree-month periods ended June 30,March 31, 2018 and 2017, and 2016. Theseincluding the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements arefor them to be in conformity with accounting principles generally accepted in the responsibilityUnited States of the Company’s management.America.

We conducted our reviewhave previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States). (“PCAOB”), the consolidated balance sheet of the Company as of December 31, 2017, and the related consolidated statements of income, comprehensive income, equity, and cash flows for the year then ended (not presented herein), and in our report dated February 8, 2018, we expressed an unqualified opinion on those consolidated financial statements. As discussed in Note 1 to the accompanying interim financial statements, the Company changed its method of accounting for U.S. inventories to a first-in, first-out basis from a last-in, first-out basis. The accompanying December 31, 2017 consolidated balance sheet reflects this change.

Basis for Review Results

These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States),PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2016, and the related consolidated statements of income, comprehensive income, equity, and cash flows for the year then ended (not presented herein), and in our report dated February 9, 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2016, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Detroit, Michigan
July 26, 2017April 25, 2018



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

OVERVIEW

Non-GAAP Financial Measures That Supplement GAAP Measures

We use both generally accepted accounting principles (“GAAP”) and non-GAAP financial measures for operational and financial decision making, and to assess Company and segment business performance. The non-GAAP measures listed below are intended to be considered by users as supplemental information to their equivalent GAAP measures, to aid investors in better understanding our financial results. We believe that these non-GAAP measures provide useful perspective on underlying business results and trends, and a means to assess our period-over-period results. These non-GAAP measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP measures may not be the same as similarly titled measures used by other companies due to possible differences in method and in items or events being adjusted.

Total Company Adjusted Pre-tax ProfitEBIT (Most Comparable GAAP Measure: Net Income Attributable to Ford) – TheEarnings before interest and taxes (EBIT) includes non-controlling interests and excludes interest on debt (excl. Ford Credit Debt), taxes, and pre-tax special items. This non-GAAP measure is useful to management and investors because it allows users to evaluate our pre-taxoperating results excluding pre-tax special items.aligned with industry reporting. Pre-tax special items consist of (i) pension and other postretirement employee benefits (“OPEB”)OPEB remeasurement gains and losses that are not reflective of our underlying business results, (ii) significant restructuring actions related to our efforts to match production capacity and cost structure to market demand and changing model mix, and (iii) other items that we do not necessarily consider to be indicative of earnings from ongoing operating activities.  When we provide guidance for adjusted pre-tax profit,EBIT, we do not provide guidance on a net income basis because the GAAP measure will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, including pension and OPEB remeasurement gains and losses.

Company Adjusted EBIT Margin (Most Comparable GAAP Measure: Net Income Attributable to Ford divided by Company Revenue) – Company Adjusted EBIT margin is Company adjusted EBIT divided by Company revenue. This non-GAAP measure is useful to management and investors because it allows users to evaluate our operating results aligned with industry reporting.

Adjusted Earnings Per Share (Most Comparable GAAP Measure: Earnings Per Share) – Measure of Company’s diluted net earnings per share adjusted for impact of pre-tax special items (described above) and tax special items. The measure provides investors with useful information to evaluate performance of our business excluding items not indicative of the underlying run rate of our business. When we provide guidance for adjusted earnings per share, we do not provide guidance on an earnings per share basis because the GAAP measure will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, including pension and OPEB remeasurement gains and losses.

Adjusted Effective Tax Rate (Most Comparable GAAP Measure: Effective Tax Rate) – Measure of Company’s tax rate excluding pre-tax special items (described above) and tax special items. The measure provides an ongoing effective rate which investors find useful for historical comparisons and for forecasting. When we provide guidance for adjusted effective tax rate, we do not provide guidance on an effective tax rate basis because the GAAP measure will include potentially significant special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, including pension and OPEB remeasurement gains and losses.

Company Operating Cash Flow (Most Comparable GAAP Measure: Net Cash Provided By / (Used In) Operating Activities) – Measure of Company’s operating cash flow excluding Ford Credit’s operating cash flows. The measure contains elements management considers operating activities, including Automotive and Mobility capital spending, Ford Credit distributions to its parent, and settlement of derivatives. The measure excludes cash outflows for funded pension contributions, separation payments, and other items that are considered operating cash outflows under U.S. GAAP. This measure is useful to management and investors because it is consistent with management’s assessment of the Company’s operating cash flow performance.

Ford Credit Managed Receivables (Most Comparable GAAP Measure: Net Finance Receivables plus Net Investment in Operating Leases) – Measure of Ford Credit’s total net receivables, excluding unearned interest supplements and residual support, allowance for credit losses, and other (primarily accumulated supplemental depreciation). The measure is useful to management and investors as it closely approximates the customer’s outstanding balance on the receivables, which is the basis for earning revenue.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)


Ford Credit Managed Leverage (Most Comparable GAAP Measure: Financial Statement Leverage) – Ford Credit’s debt-to-equity ratio adjusted (i) to exclude cash, cash equivalents, and marketable securities (other than amounts related to insurance activities), and (ii) for derivative accounting. The measure is useful to investors because it reflects the way Ford Credit manages its business. Cash, cash equivalents, and marketable securities are deducted because they generally correspond to excess debt beyond the amount required to support operations and on-balance sheet securitization transactions. Derivative accounting adjustments are made to asset, debt, and equity positions to reflect the impact of interest rate instruments used with Ford Credit’s term-debt issuances and securitization transactions. Ford Credit generally repays its debt obligations as they mature, so the interim effects of changes in market interest rates are excluded in the calculation of managed leverage.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

 

RESULTS OF OPERATIONS

Total Company

Net income attributable to Ford. The chart below shows our secondfirst quarter 2018 key metrics for the Company.

q12018cometrics7.jpg

Company revenue in the first quarter of 2018 was $42 billion, up 7% from a year ago, driven by higher volume from consolidated operations, favorable exchange-related effects, and higher net pricing. Revenue was up across all parts of the business except Middle East and Africa, with Europe delivering the greatest increase due to exchange and higher pricing on new products and to recover Brexit-related effects, with incentives holding flat year over year.

Wholesale volumes, at 1.7 million units, were down 2% compared with first quarter 2017, net income attributable to Ford.driven by lower volume at our unconsolidated China joint ventures. Volumes at consolidated operations were up about 3%.

q22017netincome3.jpgIndustry SAARs were up globally and in each region, with the largest growth coming from Asia Pacific, mainly China. Ford’s global market share was 6.5%, down 60 basis points year over year with declines in each region. This reflects mainly lower market share in China, the United States, and the United Kingdom.

Net income attributable to Ford in the secondfirst quarter of 20172018 was $2$1.7 billion or $0.51$0.43 diluted earnings per share of Common and Class B Stock, an increase of $72$144 million or $0.02$0.03 per share compared with the second quarter of 2016. Second quarter 2017 pre-tax results of our Automotive segment, Financial Services segment, All Other, and Special Items, as well as Taxes are discussed in the following sections in “Results of Operations.”from a year ago. The increase was more than explained by a lower effective tax rate.

Revenue. Company revenue in the second quarter of 2017 was $39.9 billion, $368 million higher than a year ago.

Cost of sales and Selling, administrative, and other expenses for the second quarter of 2017 were $36.1 billion, an increase of $0.8 billion. Cost of sales and Selling, administrative, and other expenses adjusted EBIT for the first halfquarter of 20172018 was $71.6$2.2 billion, down $335 million year over year. This was driven by Automotive, which delivered an increaseEBIT of $3.1 billion. The detail for$1.7 billion, down $443 million. Adjusted EPS in the second quarter and first half of 2017 change compared with 2016 is shown below (in billions):
 2017 Lower/(Higher) 2016
 Second Quarter 
First
Half
Volume and mix, exchange, and other$(0.3) $(1.5)
Contribution costs   
Material excluding commodities—
 (0.3)
Commodities(0.4) (0.6)
Freight and other0.1
 (0.3)
Structural costs(0.1) (0.5)
Special items(0.1) 0.1
Total$(0.8) $(3.1)
was $0.43, up $0.03 from a year ago, driven by a lower adjusted effective tax rate.

Company adjusted EBIT margin was 5.2% in the first quarter of 2018, down 1.2 percentage points from a year ago, reflecting Asia Pacific, North America, and Europe performance.

Company operating cash flow in the quarter was $3 billion, up $1 billion from a year ago due to higher distributions from Ford Credit, and our balance sheet remained strong, with cash and marketable securities of $27.6 billion and ample liquidity of more than $38 billion.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

 

Equity. At June 30, 2017, total equity attributable to Ford was $32.2 billion, an increase of $3.1 billion compared with December 31, 2016. The detail for this change is shown below (in billions):
 
Increase/
(Decrease)
Net income$3.6
Shareholder distributions(1.5)
Other comprehensive income0.3
Adoption of accounting standards0.6
Common Stock issued (including share-based compensation impacts)0.1
Total$3.1

The chart below shows our secondfirst quarter 2017 total2018 net income attributable to Ford and Company adjusted pre-tax results and the pre-tax results of our Automotive segment, our Financial Services segment, and All Other, which is mainly net interest expense and the results of Ford Smart Mobility LLC.EBIT by segment.

q22017totcowaterfall3.jpgq12018coresults7.jpg

Our total Company adjusted pre-tax profitAutomotive segment’s EBIT in the first quarter of 2018 was $1.7 billion. The lower year-over-year EBIT was caused by commodity cost increases of about $480 million, along with adverse exchange effects of about $240 million. These impacts were offset partially by higher net pricing, particularly in Europe, and higher volume from favorable stock changes in North America. The North America stock changes reflect pipeline fill for the secondnewly launched EcoSport and a stock build for Focus. Importantly, total cost excluding commodities was about flat compared to a year ago.

The increase in commodity cost was largely metals, driven, in part, by the market’s reaction to potential increases in U.S. tariffs. Nearly one-half of our full year exposure to commodity price changes was locked in as of the end of the first quarter of 20172018 due to fixed contracts or hedges in place.

In our Mobility segment, we incurred a loss of $102 million driven by autonomous vehicle development costs. These results benefited from a one-time gain on investments in Smart Mobility of about $58 million. The quarterly loss was $2.5 billion, $486$38 million lowerworse than a year ago, more than explained by increased investment in autonomy.

Our Ford Credit segment turned in a strong quarter, earning $641 million, $160 million higher than a year ago. Adjusted earnings per share of Common and Class B stockThe improvement was $0.56, up $0.04 per share comparedbroad-based, including growth in receivables globally. In the quarter, Ford Credit’s portfolio remained robust with the second quarter of 2016.

Our total Company adjusted pre-tax profit of $2.5 billion consisted of: Automotive segment profit of about $2.2 billion, a profit of $603 million in the Financial Services segment, and a loss of $287 million in All Other, largely net interest expense.

As shown below the chart, the Automotive segment profit decline fromhealthy U.S. consumer credit metrics, including an improved loss-to-receivables ratio. Auction values improved versus a year ago drove the lower total Company adjusted pre-tax profit.by about 1% at constant mix, and we now expect full year average auction values to decline just 1% to 2%. At March 31, 2018, Ford Credit’s managed leverage was 8.4 to 1, in line with our target of 8:1 to 9:1.


For the foreseeable future, Ford Credit plans to maintain its managed receivables at about the same level as at the end of first quarter 2018. Our focus is to maintain a strong risk profile for Ford and Ford Credit, balancing receivables, funding requirements, liquidity, profitability, and distributions. This will allow us to continue supporting auto sales while preserving capacity for future mobility initiatives. It will also enable relatively consistent distributions to Ford approximately equal to Ford Credit’s annual net income.

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

 

AUTOMOTIVE SEGMENTAutomotive Segment

The chart below shows our first quarter 2018 Automotive segment EBIT by region.

q12018autoebit7.jpg

In our Automotive segment, North America was the largest EBIT contributor earning $1.9 billion, down $195 million from a year ago, with an EBIT margin of 7.8%, down 1.1 percentage points. The year-over-year declines were more than explained by higher commodity cost. Market factors (volume, mix, and net pricing) were positive, and total cost was flat excluding commodities.

Outside North America in the Automotive segment, results were a combined loss of $203 million, with each region incurring a loss except Europe. The combined loss was $248 million worse than a year ago more than explained by Asia Pacific. Asia Pacific’s loss of $119 million was driven by a loss in Ford China. While we earned China equity income of $138 million, this was more than offset by engineering costs incurred by Ford for future products, including for newly localized entries, including Lincoln, as well as a loss for Lincoln as we continue to establish and grow the brand and the network. The China loss was offset partially by a profit in the rest of Asia Pacific. This includes a substantial improvement in India, although it still incurred a small loss. We also benefited in the quarter from record first quarter sales in the Asia Pacific markets outside of China.

In Europe, we earned an EBIT of $119 million, $90 million lower than a year ago. We delivered strong net pricing increases in the quarter. This was more than offset, however, by lower volume and unfavorable mix, adverse exchange due to sterling, and higher commodity cost. The adverse volume and mix were due mainly to a weaker industry and lower Ford market share in the United Kingdom as well as lower demand for diesel passenger vehicle derivatives in the region.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)


In general, we measure year-over-year change in Automotive segment pre-tax resultsEBIT using the causal factors listed below, with net pricing and cost variances calculated at present-year volume and mix and exchange:

Market Factors:
◦
Volume and Mix – primarily measures profitEBIT variance from changes in wholesale volumes (at prior-year average contribution margin per unit) driven by changes in industry volume, market share, and dealer stocks, as well as the profit 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 profitEBIT variance driven by changes in wholesale prices to dealers and marketing incentive programs such as rebate programs, low-rate financing offers, special lease offers, and stock adjustments on dealer inventory

Contribution Costs – primarily measures profit 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 profit variance driven by absolute change in cost categories that typically do not have a directly proportionate relationship to production volume. Structural costs include the following cost categories:
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. Structural costs include the following cost categories:
▪
Manufacturing, Including Volume Related – consists primarily of costs for hourly and salaried manufacturing personnel, plant overhead (such as utilities and taxes), and new product launch expense. These costs could be affected by volume for operating pattern actions such as overtime, line-speed, and shift schedules
These costs could be affected by volume for operating pattern actions such as overtime, line-speed, and shift schedules
◦▪
Engineering – consists primarily of costs for engineering personnel, prototype materials, testing, and outside engineering services
◦▪
Spending-Related – consists primarily of depreciation and amortization of our manufacturing and engineering assets, but also includes asset retirements and operating leases
◦▪
Advertising and Sales Promotions – includes costs for advertising, marketing programs, brand promotions, customer mailings and promotional events, and auto shows
◦▪
Administrative and Selling – includes primarily costs for salaried personnel and purchased services related to our staff activities and selling functions, as well as associated information technology costs
◦▪
Pension and OPEB – consists primarily of past service pension costs and other postretirement employee benefit costs

Exchange – primarily measures profit variance driven by one or more of the following: (i) transactions denominated in currencies other than the functional currencies of the relevant entities, (ii) effects of converting functional currency income to U.S. dollars, (iii) effects of remeasuring monetary assets and liabilities of the relevant entities in currencies other than their functional currency, or (iv) results of our foreign currency hedging

Other – includes a variety of items, such as parts and services profits, royalties, government incentives, and compensation-related changeschanges. Other also includes:
◦
Exchange – primarily measures EBIT variance driven by one or more of the following: (i) transactions denominated in currencies other than the functional currencies of the relevant entities, (ii) effects of converting functional currency income to U.S. dollars, (iii) effects of remeasuring monetary assets and liabilities of the relevant entities in currencies other than their functional currency, or (iv) results of our foreign currency hedging
◦Beginning in 2018, in our discussion of Asia Pacific EBIT, Other includes the equity income from our China JVs. In prior periods, the impact of our equity income from our China JVs was spread across each causal factor
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)


In addition, definitions and calculations used in this report include:

Wholesales and Revenue – wholesale unit volumes include all Ford and Lincoln badged units (whether produced by Ford or by an unconsolidated affiliate) that are sold to dealerships, units manufactured by Ford that are sold to other manufacturers, units distributed by Ford for other manufacturers, and local brand units produced by our China joint venture, Jiangling Motors Corporation, Ltd. (“JMC”), that are sold to dealerships. Vehicles sold to daily rental car companies that are subject to a guaranteed repurchase option (i.e., rental repurchase), as well as other sales of finished vehicles for which the recognition of revenue is deferred (e.g., consignments), also are included in wholesale unit volumes. Revenue from certain vehicles in wholesale unit volumes (specifically, Ford badged vehicles produced and distributed by our unconsolidated affiliates, as well as JMC brand vehicles) are not included in our revenue

Automotive Segment OperatingEBIT Margin – defined as Automotive segment pre-tax profitEBIT divided by Automotive segment revenue

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


Industry Volume and Market Share – based, in part, on estimated vehicle registrations; includes medium and heavy duty trucks

Automotive Cash – includes cash, cash equivalents, and marketable securities

SAAR – seasonally adjusted annual rate

References to Automotive records for operating cash flow, operatingEBIT margin and business units are since at least 2000.2009.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)


The charts on the following pages detail secondfirst quarter 20172018 key metrics and the change in secondfirst quarter 2017 pre-tax results2018 EBIT compared with secondfirst quarter 20162017 by causal factor for our Automotive segment and its business unitsregions — North America, South America, Europe, Middle East & Africa, and Asia Pacific.

q22017autobuwaterfall3.jpgq12018autometrics7.jpg

Our second quarter 2017 Automotive pre-tax results by business unit are shown above. Automotive profit was driven by North America with Europeq12018autoebitbridge8.jpg
Item 2. Management’s Discussion and Asia Pacific also profitable. Outside North America, other regions were about breakeven in total.Analysis of Financial Condition and Results of Operations (Continued)

As shown below the chart, the decline in Automotive profit versus last year was due to North America and Europe; results improved in Asia Pacific, South America, and Middle East & Africa.

q12018nametrics7.jpg

q12018naebitbridge7.jpg

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

 

q22017autometrics3.jpgq12018sametrics7.jpg

Shown above are the second quarter 2017 key metrics for our Automotive segment. Wholesale volume was down 3% from a year ago, while Automotive revenue was about flat.q12018saebitbridge7.jpg
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Global industry SAAR is estimated at 93.2 million units, up 4%; this was driven by Asia Pacific, Europe, and South America.

Global market share, at 7.4%, was down one-tenth of a percentage point, reflecting lower share in North America, Europe, and Middle East & Africa. Market share improved in Asia Pacific and South America.q12018eurmetrics8.jpg

Automotive operating margin and pre-tax profit, at 5.9% and $2.2 billion, respectively, were both lower than a year ago.

As shown below the chart, first half 2017 Automotive revenue was up 2% year over year, while all other key metrics were lower.q12018eurebitbridge7.jpg

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

 

q22017autowaterfall3.jpgq12018meametrics7.jpg

Shown above are the factors that contributed to the $641 million decline in second quarter 2017 Automotive segment pre-tax profit. The lower profit is explained by higher commodity cost, with steel the largest factor, unfavorable exchange, and the non-repeat of a gain from an asset sale in North America last year.q12018meaebitbridge7.jpg

Market factors were positive, driven by favorable mix and higher net pricing.





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

 

q22017nametrics3.jpgq12018apmetrics7.jpg

Shown above are the second quarter 2017 key metrics for North America. Revenue was up 3%, driven by the continued strong mix and higher net pricing. All other key metrics were flat to lower than a year ago.

North America SAAR, at 21 million units, and U.S. SAAR, at 17 million units, were both down 500,000 units from a year ago.

North America market share was down one-tenth of a percentage point, with U.S. share also down one-tenth of a point to 15.2%. This was driven by lower U.S. fleet sales. We gained share in the growing utilities and truck segments.

In the quarter, F-Series sales improved 7.4% compared to a year ago and gained share, reflecting our best second quarter sales performance since 2001. Ford-brand SUVs also had outstanding results, achieving record sales for the quarter. Lincoln continued to grow, up 3% with retail sales up 8%, delivering the brand’s best sales performance in a decade.

Operating margin was 9% and pre-tax profit was $2.2 billion, both lower than a year ago.

As shown below the chart, each of North America’s first half key metrics, except for revenue, was lower than a year ago.q12018apebitbridge7.jpg



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


q22017nawaterfall4.jpg

As shown above, North America’s pre-tax profit was $505 million lower than a year ago, reflecting mainly higher commodity cost and the non-repeat of last year’s gain on the sale of a majority of our stake in OEConnection LLC.

Market factors were positive due to favorable mix and higher net pricing. The mix reflects primarily the continued strength of F-Series.

For 2017, we continue to expect North America operating margin and profit to be lower than 2016, mainly due to higher commodity cost and increased engineering expense, mainly for utility and autonomous vehicles. Exchange is also expected to be unfavorable.


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


q222017naapproach4.jpg

As shown above, the metrics continue to demonstrate the disciplined approach we take to our business. This is true everywhere we operate, but highlighted here for North America.

Our year-over-year average transaction price in the U.S. in the second quarter of 2017 grew nearly five times faster than the industry due to the strength of F-Series. In the quarter, F-Series transaction prices were up over $3,100 per unit compared to a year ago, outpacing the overall segment increase of $1,400 per unit, reflecting strong customer demand for high-level trim series on both Super Duty and F-150, including the Raptor.

We also continued our disciplined approach to incentives. While industry incentives as a percent of vehicle price were up in the second quarter, our levels were slightly lower as we managed supply and demand well and benefited from the strength of our products.

Our U.S. stocks remain in good shape and we continue to take a disciplined approach to match supply to demand.

Ford’s days supply tend to be slightly higher than industry average because of our stronger position in trucks and the associated larger number of product configurations we offer, a Ford strength.


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


q22017sametrics3.jpg

All key metrics for South America in the second quarter of 2017 improved from a year ago -- our third consecutive quarter of improvement across the board.

The top-line improved with wholesale volume up 12% and revenue up 18%. The higher volume was driven by higher industry and improved market share, while the higher revenue was due to the volume increase and higher pricing.

Industry SAAR for the region, at 4.2 million units, was up 17%, or 600,000 units. Brazil SAAR, at 2.3 million units, was up 15%, or 300,000 units. The increase was the first quarterly year-over-year improvement in Brazil in four years.

Our market share for the region, at 9.2%, was up five-tenths of a percentage point due to strong sales of Ka.

Operating margin and pre-tax results for the region both improved sharply from a year ago.

As shown below the chart, each of South America’s key metrics improved significantly in the first half from a year ago.


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


q22017sawaterfall3.jpg

As shown above, South America’s second quarter 2017 pre-tax result improved $80 million compared to a year ago due to higher net pricing and volume.

Total cost was about flat as we continued to improve the fitness of our business while inflation and exchange effects moderated.

For 2017, we continue to expect South America’s loss to improve from last year as a result of favorable market factors as the economy continues to recover. We expect most of the full year improvement to occur in the second half as the economy gains momentum.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)


q22017eurmetrics9.jpg

Shown above are the second quarter 2017 key metrics for Europe. We delivered our ninth consecutive quarterly profit, but all key metrics were lower.

The top line declined with wholesale volume down 13% and revenue down 12% from a year ago. The lower wholesales were driven by a decrease in dealer stocks this quarter compared to an increase a year ago. This reflects the launch effect of the all-new Fiesta. The lower revenue was driven by the lower volume and adverse exchange.

Europe SAAR, at 20.7 million units, was 5% higher than a year ago, including the first quarterly year-over-year improvement in Russia since fourth quarter of 2012.

Market share, at 7.3%, was down two-tenths of a percentage point, driven by Fiesta. Commercial vehicle share improved, and Ford remained Europe’s best-selling commercial vehicle brand in the second quarter.

Europe’s operating margin was 1.2% and pre-tax profit was $88 million, both lower than a year ago.

As shown below the chart, our year-to-date market share was flat compared to a year ago. Top line metrics were down modestly, while operating margin and profit were down more sharply.


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


q22017eurwaterfall9.jpg

Europe’s second quarter 2017 pre-tax profit was $379 million lower than a year ago, reflecting the weaker sterling and lower U.K. industry resulting from Brexit, the launch effects of the all-new Fiesta, and higher commodity cost.

Although not shown, results in Russia continued to improve.

For 2017, we continue to expect Europe to remain profitable, although at levels below 2016. This is due mainly to Brexit effects and higher commodity cost. Favorable market factors and continued improvement in Russia will be a partial offset.


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


q22017meametrics3.jpg

Shown above are the key metrics for Middle East & Africa for the second quarter of 2017, where our pre-tax result improved from a year ago despite declines in all other key metrics.

The top line was down due to lower wholesale volume, largely reflecting lower share and lower industry in the Middle East.

Industry SAAR for the region, at 3.7 million units, was down 100,000 units from 2016. Within this, the markets where we participate declined 300,000 units.

Our market share was 3.4%, down 1.2 percentage points, mostly reflecting performance in the Middle East.

As shown below chart, each of the key metrics in the first half was lower compared with a year ago because of volume declines as a result of lower industry volume and market performance in the Middle East.



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


q22017meawaterfall3.jpg

As shown above, Middle East & Africa’s second quarter 2017 pre-tax result improved $12 million from a year ago.

The better result was due to favorable cost performance, reflecting mainly lower material and freight and distribution costs, and favorable exchange. This was partially offset by lower volume driven by market performance and lower industry volume in the Middle East, along with related dealer stock adjustments.

For 2017, we continue to expect results in Middle East & Africa to improve compared to 2016 due to lower cost and favorable exchange with lower volume a partial offset.




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


q22017apmetrics3.jpg

Asia Pacific’s second quarter 2017 key metrics are shown above, where we delivered a pre-tax profit of$143 million with all key metrics improving from a year ago.

Wholesale volume increased by 7% and revenue from consolidated operations increased by 21%, reflecting the strength of our full line up of SUVs and continued growth of Lincoln in China.

Asia Pacific SAAR was 43.7 million units, up 2.3 million units, driven by a 1.9 million unit increase in China SAAR, estimated at 27.2 million units.

Asia Pacific market share was 3.7%, up one-tenth of a percentage point due to higher share in China because of strong JMC commercial vehicle gains and Lincoln performance.
Asia Pacific’s operating margin and pre-tax profit both increased significantly from a year ago.

In the quarter, our China joint ventures contributed $195 million to pre-tax profit, reflecting our equity share of the JVs’ after-tax earnings. This was $101 million lower than last year due mainly to lower investment incentives and unfavorable exchange. Net income margin was 10.7%, down 5.4 percentage points.

As shown below the chart, all key metrics except market share improved in the first half versus a year ago.

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


q22017apwaterfall3.jpg

As shown above, Asia Pacific’s second quarter 2017 pre-tax profit was $151 million higher than a year ago, driven by higher volume and mix. This reflects higher share and industry volume in China, favorable stock adjustments for Ford brand imports to China, and favorable mix in Australia.

China drove lower net industry pricing and unfavorable exchange.

Our results in markets outside of China improved compared to a year ago, particularly in Australia and India.

For 2017, we continue to expect Asia Pacific’s pre-tax profit to improve from 2016 due to favorable volume and mix and lower cost. Partial offsets will be lower net industry pricing in China and unfavorable exchange because of a weaker RMB.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

 

FINANCIAL SERVICES SEGMENTMobility Segment

Our Mobility segment primarily includes development costs related to our autonomous vehicles and our investment in mobility through Ford Smart Mobility LLC (“FSM”). FSM designs and builds mobility services on its own, and collaborates with start-ups and tech companies.

The chart below shows the Mobility segment’s first quarter 2018 EBIT compared with first quarter 2017.

q12018mobmetricsebit8.jpg


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


Ford Credit Segment

In general, we measure year-over-year changes in Ford Credit’s pre-tax resultsEBT using the causal factors listed below:

Volume and Mix:
◦Volume primarily measures changes in net financing margin driven by changes in average managed receivables at prior period financing margin yield (defined below in financing margin) at prior period exchange rates. Volume changes are primarily driven by the volume of new and used vehicle sales and leases, the extent to which Ford Credit purchases retail installment sale and lease contracts, the extent to which Ford Credit provides wholesale financing, the sales price of the vehicles financed, the level of dealer inventories, Ford-sponsored special financing programs available exclusively through Ford Credit, and the availability of cost-effective funding for the purchase of retail installment sale and lease contracts and to provide wholesale financing
◦Mix primarily measures changes in net financing margin driven by period over period changes in the composition of Ford Credit’s average managed receivables by product and by country or region

•Financing Margin:
◦Financing margin variance is the period-to-period change in financing margin yield multiplied by the present period average managed receivables at prior period exchange rates. This calculation is performed at the product and country level and then aggregated. Financing margin yield equals revenue, less interest expense and scheduled depreciation for the period, divided by average managed receivables for the same period
◦Financing margin changes are driven by changes in revenue and interest expense. Changes in revenue are primarily driven by the level of market interest rates, cost assumptions in pricing, mix of business, and competitive environment. Changes in interest expense are primarily driven by the level of market interest rates, borrowing spreads, and asset-liability management

Credit Loss:
◦Credit loss is the change in the provision for credit losses at prior period exchange rates. For analysis purposes, management splits the provision for credit losses into net charge-offs and the change in the allowance for credit losses
◦
Net charge-off changes are primarily driven by the number of repossessions, severity per repossession, and recoveries. Changes in the allowance for credit losses are primarily driven by changes in historical trends in credit losses and recoveries, changes in the composition and size of Ford Credit’s present portfolio, changes in trends in historical used vehicle values, and changes in economic conditions. For additional information, on the allowance for credit losses, refer to the “Critical Accounting Estimates - Allowance for Credit Losses” section of Item 7 of Part II of our 20162017 Form 10-K Report

Lease Residual:
◦Lease residual measures changes to residual performance at prior period exchange rates. For analysis purposes, management splits residual performance primarily into residual gains and losses, and the change in accumulated supplemental depreciation
◦
Residual gain and loss changes are primarily driven by the number of vehicles returned to Ford Credit and sold, and the difference between the auction value and the depreciated value (which includes both base and accumulated supplemental depreciation) of the vehicles sold. Changes in accumulated supplemental depreciation are primarily driven by changes in Ford Credit’s estimate of the expected auction value at the end of the lease term, and changes in the estimate of the number of vehicles that will be returned to it and sold. For additional information, on accumulated supplemental depreciation, refer to the “Critical Accounting Estimates - Accumulated Depreciation on Vehicles Subject to Operating Leases” section of Item 7 of Part II of our 20162017 Form 10-K Report

Exchange:
◦Reflects changes in pre-tax resultsEBT driven by the effects of converting functional currency income to U.S. dollars

Other:
◦Primarily includes operating expenses, other revenue, and insurance expenses at prior period exchange rates
◦Changes in operating expenses are primarily driven by salaried personnel costs, facilities costs, and costs associated with the origination and servicing of customer contracts
◦In general, other revenue changes are primarily driven by changes in earnings related to market valuation adjustments to derivatives (primarily related to movements in interest rates) and other miscellaneous items

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

 

In addition, the following definitions and calculations apply to Ford Credit when used in this report:

Cash (as shown on the Funding Structure, Liquidity Sources, and Leverage charts) – Cash, cash equivalents, and marketable securities, excluding amounts related to insurance activities

Earnings Before Taxes (EBT) – Reflects Ford Credit’s income before income taxes

Return on Equity (ROE) (as shown on the Key Metrics chart) – Reflects return on equity calculated by annualizing net income for the period and dividing by average equity for the period

Securitizations (as shown on the Public Term Funding Plan chart) – Public securitizations, Rule 144A offerings sponsored by Ford Motor Credit, and widely distributed offerings by Ford Credit Canada

Term Asset-Backed Securities (as shown on the Funding Structure chart) – Obligations issued in securitization transactions that are payable only out of collections on the underlying securitized assets and related enhancements

Total Debt (as shown on the Leverage chart) – Debt on Ford Credit’s balance sheet. Includes debt issued in securitizations and payable only out of collections on the underlying securitized assets and related enhancements. 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

The charts
Total Net Receivables (as shown on the following pages detail second quarter 2017 key metricsTotal Net Receivables Reconciliation to Managed Receivables chart) – Includes finance receivables (retail and wholesale) sold for legal purposes and net investment in operating leases included in securitization transactions that do not satisfy the change in second quarter 2017 pre-tax results compared with second quarter 2016 by causal factorrequirements for Ford Credit.

q22017fcmetrics3.jpg

In the second quarter of 2017,accounting sale treatment. These receivables and operating leases are reported on Ford Credit’s pre-tax profit was $619 million, its best quarterly pre-tax profit since 2011. Receivables were higher than a year ago with growth globally ledbalance sheet and are available only for payment of the debt issued by, retail receivables.

FICO scores remain strong, and origination, servicing, and collection practices continueother obligations of, the securitization entities that are parties to be disciplined and consistent. Portfolio performance was robust. The loss-to-receivables ratiothose securitization transactions; they are not available to pay the other obligations of 46 basis points was up 9 basis points and within expectations.Ford Credit or the claims of Ford Credit’s other creditors


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

 

q22017fcwaterfall5.jpg
As shown above, Ford Credit’s secondThe charts below detail first quarter 2018 key metrics and the change in first quarter 2018 EBT compared with first quarter 2017 pre-tax profit improvement of $219 million from a year ago was driven by most factors. The favorable volume and mix reflects primarily growth in retail receivables globally. Improved credit loss performance is due to a smaller increase in reserves, offset partially by higher losses.causal factor for the Ford Credit segment.

Recent auction value performance has been better than expected. As a result, Ford Credit’s year-over-year lease residual performance was flat. Derivatives market valuation was favorable, reflecting primarily higher interest rates in Canada and the United Kingdom in the second quarter of 2017, versus the Brexit effect of lower rates globally in the second quarter of 2016.q12018fcmetrics7.jpg

For the remainder of 2017, Ford Credit continues to plan for lower auction values; however, Ford Credit’s outlook for full-year supplemental depreciation has improved, reflecting the latest third party valuations. Ford Credit’s full-year pre-tax profit is now expected to be higher than $1.5 billion, reflecting an improved lease residual outlook, along with higher volume, financing margin, and a strong cost focus. Ford Credit’s pre-tax profit in the second half of 2017 is expected to be lower than in the first half of the year due to seasonally higher credit losses and operating costs, along with adverse lease residual performance.



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


q22017fcfintrends3.jpg

In the second quarter of 2017, lease share was lower compared to a year ago and remains below the industry average. In addition, Ford Credit’s lease portfolio continues to be smaller than major competitors.

Ford Credit’s off-lease auction values in the second quarter were lower than a year ago, but higher than the prior quarter. Three-year auction values in the quarter were down less than 5% year-over-year.

Ford Credit is encouraged by the relative strength of the used vehicle market given the increase in off-lease volume; however, it continues to plan for three-year full year auction values to be down about 6% at constant mix.

The second quarter repossession ratio was higher than last year but down seasonally from first quarter and remains within expectations. Severity is higher than last year but lower than first quarter, reflecting primarily improvements in auction values.

Charge-offs and LTR were higher than last year but seasonally lower than first quarter.

Credit quality remains strong reflecting a strong business environment and healthy consumer credit conditions.q12018fcebt8.jpg


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

 

ALLOTHERCorporate Other

AllCorporate Other is a combination of Central Treasury Operations and Ford Smart Mobility LLC, two operating segments that did not meet the quantitative thresholds in this reporting period to qualify as reportable segments.

The Central Treasury Operations segment is primarily engaged in decision making for investments, risk management activities, and providing financing for the Automotive segment. Interestincludes corporate governance costs, interest income (excluding interest earned on our extended service contract portfolio that is included in our Automotive segment), interest expense, and portfolio gains and losses onfrom our cash, cash equivalents and marketable securities, and foreign exchange derivatives gains and losses associated with intercompany lendinglending. Corporate governance costs are included inprimarily administrative expenses supporting oversight or stewardship on behalf of the resultsglobal enterprise and not allocated to specific business units or segments. This includes setting and directing global policy, establishment of Central Treasury Operations. The underlying assetsglobal systems and liabilities, primarily cashprocesses, and cash equivalents, marketable securities, debt, and derivatives, remain withpromotion of the Automotive segment.

Ford Smart Mobility LLC isCompany as a subsidiary formed to design, build, grow, and invest in emerging mobility services. Designed to compete like a start-up company, Ford Smart Mobility LLC designs and builds mobility services on its own, and collaborates with start-ups and tech companies.

whole. Our secondfirst quarter 2017 All2018 Corporate Other pre-tax results were a loss of $287$86 million, a $63$14 million greater loss compared with a year ago. This increase is more than explained by higher net interest expense, higher net lossesThe non-recurrence of gains on cash equivalents and marketable securities and Ford Smart Mobility LLC’s results.more than explains the greater loss.

SPECIAL ITEMSInterest on Debt

Interest on Debt consists of interest expense on Automotive and other debt. First quarter 2018 interest expense on Automotive and other debt was $289 million, $4 million lower than a year ago.

Special Items

In Note 1718 of the Notes to the Financial Statements, special items are reflected as a separate reconciling item, as opposed to being allocated among the Automotive segment, Financial ServicesMobility segment, and All Other.Ford Credit segment. 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.

Our pre-tax and tax special items were as follows:

q22017specials8.jpgq12018specials7.jpg

Taxes

Our tax provision in first quarter 2018 was $174 million, resulting in an effective tax rate of 9.1%. The effective tax rate includes a $235 million benefit for non-U.S. capital loss carryforwards expected to be realized in the foreseeable future. Our first quarter 2018 adjusted effective tax rate, which excludes special items, was 9.0%.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

 

TAXES

Our tax provisions for the second quarter and first six months of 2017 were $209 million and $858 million, respectively, resulting in GAAP effective tax rates of 9.3% and 19.1%, respectively.

Our second quarter and first six months 2017 non-GAAP adjusted effective tax rates, which exclude special items, were 10.2% and 18.8%, respectively, 19.9 and 10.2 percentage points lower than a year ago, reflecting the realization of benefits from foreign tax credits in the second quarter of 2017.

LIQUIDITY AND CAPITAL RESOURCES

q22017bssummary3.jpgCompany excluding Ford Credit

Automotive Segmentq12018cobalandliq8.jpg

Liquidity. One of our key priorities is to maintain a strong balance sheet, while at the same time having resources available to invest in and grow our business. Based on our planning assumptions, we believe we have sufficient liquidity and capital resources to continue to invest in new products and services, that customers want and value, transform and grow our business, pay our debts and obligations as and when they come due, pay a sustainable regular dividend at the current level, and provide protection within an uncertain global economic environment.

Our key balance sheet metrics include totalcompany cash, cash equivalents, marketable securities and restricted cash, excluding Ford Credit’s cash, cash equivalents, and marketable securities (collectively “Automotive“Company cash”), AutomotiveCompany liquidity, which includes AutomotiveCompany cash and total available committed credit lines, and cash net of debt.
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)


At June 30, 2017,March 31, 2018, we had $28.4$27.6 billion of AutomotiveCompany cash, of which 82% waswith 84% held by consolidated entities domiciled in the United States. We target to have an average ongoing AutomotiveCompany cash balance of about $20 billion. We expect to have periods when we will be above or below this amount due to:  (i) future cash flow expectations, such as for pension contributions, debt maturities, capital investments, investments in future opportunities, capital investments, debt maturities, pension contributions, or restructuring requirements, (ii) short-term timing differences, and (iii) changes in the global economic environment.

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


Our AutomotiveCompany cash investments primarily include U.S. Department of Treasury obligations, federal agency securities, bank time deposits with investment-grade institutions, corporate investment-grade securities, commercial paper rated A-1/P-1 or higher, and debt obligations of a select group of non-U.S. governments, non-U.S. governmental agencies, and supranational institutions. The average maturity of these investments is approximately one year and is adjusted based on market conditions and liquidity needs. We monitor our AutomotiveCompany cash levels and average maturity on a daily basis.

In addition to our target AutomotiveCompany cash balance, we also target to maintain a corporate credit facility, discussed below, for our Automotive business of about $10 billion to protect against exogenous shocks. We assess the appropriate long-term target for total AutomotiveCompany liquidity, which includes AutomotiveCompany cash and the Automotive portion of the corporate credit facility, to be about $30 billion, which is an amount we believe is sufficient to support our business priorities and to protect our business. At June 30, 2017,March 31, 2018, we had $39.3$38.6 billion of AutomotiveCompany liquidity. Our AutomotiveWe may reduce our Company cash and Automotive liquidity targets could be reduced over time, based on improved operating performance and changes in our risk profile.
 
Changes in AutomotiveCompany Cash. Beginning in 2018, we are reporting Company operating cash flow, which includes Automotive, Mobility, Corporate Other, and Interest on Debt cash flows, as well as Ford Credit distributions. Prior to 2018, Ford Credit distributions were reported as a non-operating cash flow.

Changes in AutomotiveCompany cash are summarized below (in billions):below:

q22017autocash3.jpgq12018cocash8.jpg

In managing our Automotive business, we classify changes in AutomotiveCompany cash into operating and other items. Operating items include: Automotive segment pre-tax profits,Company adjusted EBIT excluding Ford Credit, capital spending, depreciation and tooling amortization, changes in working capital, Ford Credit distributions, and Allall other and timing differences. Non-operating items include: separation payments, other transactions with other segments,Ford Credit, acquisitions and divestitures, changes in Automotive debt, contributions to funded pension plans, and shareholder distributions.

AutomotiveFirst quarter 2018 Company operating cash flow was $1.3$3 billion inpositive, driven by Company adjusted EBIT excluding Ford Credit EBT, the second quarterseasonal impact of 2017, more than explained by Automotive segment pre-tax profit and timing differences, offset partially by unfavorablehigher production payables on working capital, changes and net spending.Ford Credit distributions. Company operating cash flow improved $1 billion compared with first quarter 2017, reflecting Ford Credit distributions.

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

 

Capital spending was $1.5$1.8 billion in the secondfirst quarter of 2017, and our2018. Our outlook for full year capital spending remainsis expected to peak at about $7.5 billion in 2018 and decline to about $7 billion for the full year. Based on expected cash flows and the identification of additional opportunities for profitable growth, the ongoing amount of capital spending to support product development, growth, restructuring, and infrastructure is now expected to be about $8 billion annually throughstarting in 2020.

Shareholder distributions were about $1.2 billion in the first quarter of 2018, including a supplemental dividend of about $500 million and anti-dilutive share repurchases wereof about $700 million in the second quarter of 2017. For the$100 million. We expect full year we expect distributions to beof about $2.7$3 billion.
 
With respect to “Changes in working capital,” in general we carry relatively low Automotive segment trade receivables compared with our trade payables because the majority of our Automotive wholesales are financed (primarily by Ford Credit) immediately upon sale of vehicles to dealers, which generally occurs at the time the vehicles are gate-released shortly after being produced. In addition, our inventories are lean because we build to order, not for inventory. In contrast, our Automotive trade payables are based primarily on industry-standard production supplier payment terms generally ranging between 30 days to 45 days. As a result, our cash flow tends to improve as wholesale volumes increase, but can deteriorate significantly when wholesale volumes drop sharply. These working capital balances generally are subject to seasonal changes that can impact cash flow. For example, we typically experience cash flow timing differences associated with inventories and payables due to our annual summer and December shutdown periods, when production, and therefore inventories and wholesale volumes, are usually at their lowest levels, while payables continue to come due and be paid. The net impact of this typically results in cash outflows from changes in our working capital balances during these shutdown periods.

Available Credit Lines. Total committed AutomotiveCompany credit lines excluding Ford Credit at June 30, 2017March 31, 2018 were $11.9$12 billion, consisting of $10.4 billion of our corporate credit facility and $1.5$1.6 billion of local credit facilities for use by our non-U.S. Automotive affiliates.facilities. At June 30, 2017,March 31, 2018, the utilized portion of the corporate credit facility was about $35 million, representing amounts utilized for letters of credit. At June 30, 2017,March 31, 2018, the utilized portion of the local credit facilities was about $980 million.$1.1 billion.

Our corporate credit facility was amended as of April 28, 2017 to extend the maturities by one year. Lenders under our corporate credit facility have commitments to us totaling $13.4 billion, with 75% of the commitments maturing on April 30, 2022 and 25% of the commitments maturing on April 30, 2020. We have allocated $3 billion of commitments to Ford Credit on an irrevocable and exclusive basis to support its growth and liquidity. AnyWe would guarantee any borrowings by Ford Credit under the corporate credit facility would be guaranteed by us.facility.

The corporate credit facility is unsecured and free of material adverse change conditions to borrowing, restrictive financial covenants (for example, interest or fixed charge coverage ratio, debt-to-equity ratio, and minimum net worth requirements), and credit rating triggers that could limit our ability to obtain funding. The corporate credit facility contains a liquidity covenant that requires us to maintain a minimum of $4 billion in aggregate of domestic cash, cash equivalents, and loaned and marketable securities and/or availability under the facility. If our senior, unsecured, long-term debt does not maintain at least two investment grade ratings from Fitch, Moody’s, and S&P (each as defined under “Credit Ratings” below), the guarantees of certain subsidiaries will be required.

We are in the process of amending our corporate credit facility, with the closing scheduled to occur on April 26, 2018. When complete, we expect to maintain total commitments of $13.4 billion, extend the respective maturity dates by one year, and maintain the $3 billion allocation to Ford Credit.

Debt. TotalAt March 31, 2018, Company debt excluding Ford Credit was $16.4 billion and Automotive debt at June 30, 2017 was $16.2 billion, which is $280$15.8 billion. Both balances were about $100 million higherlower than at December 31, 2016. The increase is more than explained by an increase in local debt in international markets (including the impact of the adoption of ASC 606, Revenue from Contracts with Customers) and foreign currency exchange effects, partially offset by debt repayments.2017.

Leverage. We manage Automotive debt levels with a leverage framework to maintain strong, investment grade credit ratings through a normal business cycle. The leverage framework includes a ratio of Automotive debt, underfunded pension liabilities, operating leases, and other adjustments, divided by Automotive income before income tax,Company adjusted EBIT, excluding Ford Credit EBT, and further adjusted for depreciation, amortization, interest expense on Automotive debt, and other adjustments. Ford Credit’s leverage is calculated as a separate business as described in the Liquidity - Financial ServicesFord Credit section of Item 2. Ford Credit is self-funding and its debt, which is used to fund its operations, is separate from our Automotive debt.



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

 

Financial Services Segment

Ford Credit Segment

Funding Overview. Ford Credit’s primary funding and liquidity objective is to be well capitalized with a strong, investment grade balance sheet and ample liquidity to support its financing activities and growth under a variety of market conditions, including short-term and long-term market disruptions. Ford Credit’s funding strategy remains focused on diversification, and it plans to continue accessing a variety of markets, channels, and investors.

Ford Credit’s liquidity profile continues to be diverse, robust, and focused on maintaining liquidity levels that meet its business and funding requirements. Ford Credit annually stress tests its balance sheet and liquidity to ensure that it continues to meet its financial obligations through economic cycles.

Funding Portfolio. The chart below shows the trends in funding for Ford Credit’s managed receivables:

q22017fcmanrec6.jpgq12018fcmanrec8.jpg

Managed receivables of $142$156 billion as of June 30, 2017,March 31, 2018, were funded primarily with term debt and term asset-backed securities. Securitized funding as a percent of managed receivables was 34%36%.

Ford Credit expects the mix of securitized funding to remain around 35%. The calendarization of the funding plan will result in quarterly fluctuations of the securitized funding percentage.

In April 2017, FCE Bank plc launched retail deposits in the United Kingdom backed by the U.K. Financial Service Compensation Scheme, which further diversifies its funding. As of June 30, 2017, retail deposits represented about $100 million of funding.


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

 

Public Term Funding Plan. The following chart shows Ford Credit’s issuances for full-year 20152016 and 2016,2017, planned issuances for full-year 2017,2018, and its global public term funding issuances through July 25, 2017,April 24, 2018, excluding short-term funding programs:

q22017fcfundingplan6.jpgq12018fcfunding8a.jpg

For 2017, Ford Credit’s full-year forecast fortotal unsecured public term funding plan is categorized by currency of issuance. Ford Credit plans to issue its European debt from the United States. For 2018, Ford Credit projects full-year public term funding in the range of $26$24 billion to $31 billion. The range is lower than the prior forecast reflecting higher utilization of private ABS facilities to align to Ford Credit’s liquidity target and lower receivables growth. As noted, Ford Credit plans to maintain its managed receivables level for the foreseeable future at about the same level as at the end of first quarter 2018. Through July 25, 2017,April 24, 2018, Ford Credit has completed over $17$11 billion of public term issuance.

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

 

Liquidity. Ford Credit defines gross liquidity as cash, cash equivalents, and marketable securities (excluding amounts related to insurance activities) and committed capacity (which includes its credit and asset-backed facilities and bank lines), less utilization of liquidity. Utilization of liquidity is the amount funded under Ford Credit’s liquidity sources and also includes the cash and cash equivalents required to support securitization transactions. Securitization cash is cash held for the benefit of the securitization investors (for example, a reserve fund). Net liquidity available for use is defined as gross liquidity less certain adjustments for asset-backed capacity in excess of eligible receivables and cash related to the Ford Credit Revolving Extended Variable-utilization program (“FordREV”), which can be accessed through future sales of receivables. While not included in available liquidity, these adjustments represent additional funding sources for future originations

The following chart shows Ford Credit’s liquidity sources and utilization:

q22017liquidity6.jpgq12018fcliquidity8a.jpg

Ford Credit’s liquidity available for use will fluctuate quarterly based on factors including near-term debt maturities, receivable growth, and timing of funding transactions. Ford Credit targets liquidity of at least $25 billion. At June 30, 2017,March 31, 2018, Ford Credit’s liquidity available for use was $1.5$1.3 billion higherlower than at year-end 20162017 and $0.8$1.1 billion lower than at March 31, 2017.

As of June 30, 2017, Ford Credit’s liquidity remained strong at $28.5 billion. Ford Credit’s sources of liquidity include cash, committed asset-backed facilities, unsecured credit facilities, and the corporate credit facility allocation. As of June 30, 2017, Ford Credit’s liquidity sources totaled $48.1 billion, down $2.8 billion from year-end 2016.



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

 

Leverage. Ford Credit uses leverage, or the debt-to-equity ratio, to make various business decisions, including evaluating and establishing pricing for finance receivable and operating lease financing, and assessing its capital structure.

The chart below shows the calculation of Ford Credit’s financial statement leverage and managed leverage:

q22017leverage3.jpgq12018fcleverage7.jpg

Ford Credit plans its managed leverage by considering prevailing market conditions and the risk characteristics of its business. At June 30, 2017,March 31, 2018, Ford Credit’s financial statement leverage was 9.3:9.1:1, and its managed leverage was 8.8:8.4:1. Ford Credit targets managed leverage in the range of 8:1 to 9:1.



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


Total Company

Pension Plans - Underfunded Balances. As of June 30, 2017,March 31, 2018, our total Company pension underfunded status reported on our balance sheet was $8.3$6.3 billion and reflects the net underfunded status at December 31, 20162017, updated for service and interest cost, expected return on assets, separation expense, interim remeasurement expense, actual benefit payments, and cash contributions.  The discount rate and rate of expected return assumptions are unchanged from year-end 2016,2017, and the reported number does not reflect anythe impact from the changesany change in interest rates or asset returns since year-end 2016.2017.

Based on our planning assumptions for asset returns, discount rates, and contributions, we expect our funded status to improve at year-end 20172018 compared to the end of last year.2017.

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


CREDIT RATINGS

Our short-term and long-term debt is rated by four credit rating agencies designated as nationally recognized statistical rating organizations (“NRSROs”) by the U.S. Securities and Exchange Commission:

•DBRS Limited (“DBRS”);
•Fitch Ratings, Inc. (“Fitch”);
•Moody’s Investors Service, Inc. (“Moody’s”); and
Standard & Poor’s•S&P Global Ratings Services, a division of McGraw Hill Financial (“S&P”).

In several markets, locally-recognized rating agencies also rate us. A credit rating reflects an assessment by the rating agency of the credit risk associated with a corporate entity or particular securities issued by that entity. Rating agencies’ ratings of us are based on information provided by us and other sources. Credit ratings are not recommendations to buy, sell, or hold securities, and are subject to revision or withdrawal at any time by the assigning rating agency. Each rating agency may have different criteria for evaluating company risk and, therefore, ratings should be evaluated independently for each rating agency.

There have been no rating actions taken by these NRSROs since the filing of our Quarterly Report on2017 Form 10-Q for the quarter ended March 31, 2017.10-K Report.

The following chart summarizes certain of the credit ratings and outlook presently assigned by these four NRSROs:
 NRSRO RATINGS
 Ford Ford Credit NRSROs
 
Issuer
Default /
Corporate /
Issuer Rating
 Long-Term Senior Unsecured Outlook / Trend Long-Term Senior Unsecured 
Short-Term
Unsecured
 Outlook / Trend Minimum Long-Term Investment Grade Rating
DBRSBBB BBB Stable BBB R-2M Stable BBB (low)
FitchBBB BBB Stable BBB F2 Stable BBB-
Moody’sN/A Baa2 StableNegative Baa2 P-2 StableNegative Baa3
S&PBBB BBB Stable BBB A-2 Stable BBB-

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

 

GDP AND INDUSTRY PLANNING ASSUMPTIONS

Based on the current environment, our GDP and industry planning assumptions include the following:

q22017planassumptions3.jpg

Since the filing of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, we have updated our expectations for full year industry sales for the United States, Brazil, Europe, and China.

We are adjusting our 2017 guidance for the United States down to 17.5 million units, primarily because of a weaker fleet industry during the first half of the year. Retail volume remains slightly below our assumptions.

We have raised our outlook for Brazil to 2.3 million units based on second quarter volume, but we are monitoring the political risks.

In Europe, we expect industry volume to be slightly higher compared to our prior guidance for 2017, reflecting gains across most EU20 markets, with the exception of the United Kingdom.

In China, we expect industry volume at 28 million units in 2017 to be supported by a stabilizing economy and the continued tax incentive for vehicles with small displacement engines.

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


PRODUCTION VOLUMES

The second quarter 2017 actual and third quarter 2017 forecasted production volumes for our Automotive business units are as follows:

q22017prodvolumes8.jpg

Production volumes above include Ford brand and JMC brand vehicles produced by our unconsolidated affiliates.

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


OUTLOOK

Based on the current economic environment, our Company guidance for 20172018 includes the following:

q22017totcoguidance5.jpgq12018outlook8.jpg

Effective this quarter, we are modifyingLooking at the full year, our approach to Company guidance adoptingreflects the following:

Company revenue to be modestly higher than 2017;
Company adjusted EPS to be in a range of adjusted earnings per share. For 2017, our full year guidance is for an adjusted EPS range$1.45 to $1.70;
Company operating cash flow to be positive and about the same as 2017;
Pension contributions of $1.65 to $1.85. This reflects different potential outcomes for market factorsabout $500 million;
Capital spending of about $7.5 billion; and cost performance, including warranty expense, over the balance of the year. It also reflects an
An adjusted effective tax rate of about 15%, which is substantially more favorable than prior guidance and reflects 2017 planned actions to bring foreign tax credits onto our balance sheet. We would expect to return to a more normal adjusted effective tax rate, about 30%, after this year.

Our prior guidance implied a full year adjusted EPS of $1.58. The improvement in our range of adjusted EPS versus the implied $1.58 is more than explained by the lower tax rate.In addition:

For the full year, we are guiding to lower EBIT in North America due to higher commodity cost and higher spending to support future growth.

We expect to incur a loss in Asia Pacific again in the second quarter of 2018, with profits returning in the second half of the year as we expect total Company adjusted pre-tax profitbegin to launch 16 new products. For the full year, EBIT will be lower thandriven by our first-half performance, with the first half, consistent with historical experience. The third quarter is expected to be the lowest quarterly profitrun rate of the year due to seasonal factors andbusiness strengthening through the launch of the Expedition and Lincoln Navigator.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)fourth quarter.

For the full year, we expect EBIT in Europe to improve from 2017 levels due to a heavy mix of new products, which should drive strongly higher net pricing. From the end of 2017 through 2019, Europe will benefit from an 88% volume-weighted mix of all-new or significantly new products.

Our business unit guidanceFor the full year, we expect Ford Credit EBT to be flat-to-lower than 2017 as we continue to plan for 2017 includes the following:lower financing margins due to rising interest rates. While we expect auction values to trend better than our initial expectations, we expect them to be down slightly year-over-year.

q22017buguidance10.jpg

The business unit guidance above provides our latest assessment of full year 2017 “puts and takes” for each region or segment compared to results in 2016.

We are reassessing our 2018 guidance and will provide an updated view at a future date.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

 

NON-GAAP FINANCIAL MEASURE RECONCILIATIONS

The following charts show our Non-GAAP financial measure reconciliations for: Adjusted Pre-Tax Profit,EBIT, Adjusted Earnings Per Share, Adjusted Effective Tax Rate, Company Operating Cash Flow, and Ford Credit Managed Receivables. The GAAP reconciliation for Ford Credit Managed Leverage can be found in the Financial ServicesFord Credit Segment section of “Liquidity and Capital Resources.”

q22017netincrecon3.jpgq12018netincomerecon7.jpg

q22017epsrecon3.jpgq12018epsrecon7.jpg
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

 

q22017taxraterecon3.jpg
q12018efftaxraterecon7.jpg

q22017manrecrecon8.jpgq12018conetcashrecon7.jpg
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)


q12018fcnetrecrecon7.jpg
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

 

Supplemental Financial Information

The tables below provide supplemental consolidating financial information. The data is presentedinformation, other financial information, and U.S. sales by type. Company excluding Ford Credit includes our Automotive and Mobility reportable segments, AutomotiveCorporate Other, Interest on Debt, and Financial Services. All Other, Special Items, and Adjustments include our operating segments that did not meet the quantitative threshold to qualify as a reportable segment, special items,Items. Eliminations, where presented, primarily represent eliminations of intersegment transactions and deferred tax netting.


Selected Income Statement Information. The following table provides supplemental income statement information by segment (in millions):
 For the period ended March 31, 2018
 For the period ended June 30, 2017 First Quarter
 Second Quarter Company excluding Ford Credit    
 Automotive 
Financial
Services
 All Other, Special Items, & Adjustments Consolidated Automotive Mobility Other (a) Subtotal Ford Credit Consolidated
Revenues $37,113
 $2,738
 $2
 $39,853
 $39,012
 $4
 $—
 $39,016
 $2,943
 $41,959
Total costs and expenses 35,815
 2,217
 290
 38,322
Total costs and expenses38,146
 164
 190
 38,500
 2,338
 40,838
Interest expense on Automotive debt —
 —
 277
 277
Interest expense on Automotive debt—
 —
 275
 275
 —
 275
Interest expense on Other debtInterest expense on Other debt—
 —
 14
 14
 —
 14
Other income/(loss), net 627
 74
 31
 732
Other income/(loss), net648
 58
 127
 833
 30
 863
Equity in net income of affiliated companies 266
 8
 (1) 273
Equity in net income of affiliated companies218
 —
 —
 218
 6
 224
Income/(loss) before income taxes 2,191
 603
 (535) 2,259
Income/(loss) before income taxes1,732
 (102) (352) 1,278
 641
 1,919
Provision for/(Benefit from) income taxes 181
 174
 (146) 209
Provision for/(Benefit from) income taxes345
 (25) (86) 234
 (60) 174
Net income/(loss) 2,010
 429
 (389) 2,050
Net income/(Loss)Net income/(Loss)1,387
 (77) (266) 1,044
 701
 1,745
Less: Income/(Loss) attributable to noncontrolling interestsLess: Income/(Loss) attributable to noncontrolling interests8
 —
 —
 8
Less: Income/(Loss) attributable to noncontrolling interests9
 —
 —
 9
 —
 9
Net income attributable to Ford Motor Company$2,002
 $429
 $(389) $2,042
Net income/(Loss) attributable to Ford Motor CompanyNet income/(Loss) attributable to Ford Motor Company$1,378
 $(77) $(266) $1,035
 $701
 $1,736


(a) Other includes Corporate Other, Interest on Debt, and Special Items
  For the period ended June 30, 2017
  First Half
  Automotive 
Financial
Services
 All Other, Special Items, & Adjustments Consolidated
Revenues $73,588
 $5,407
 $4
 $78,999
Total costs and expenses 71,295
 4,449
 282
 76,026
Interest expense on Automotive debt —
 —
 556
 556
Other income/(loss), net 1,258
 96
 112
 1,466
Equity in net income of affiliated companies 605
 15
 (1) 619
Income/(loss) before income taxes 4,156
 1,069
 (723) 4,502
Provision for/(Benefit from) income taxes 741
 322
 (205) 858
Net income/(loss) 3,415
 747
 (518) 3,644
Less: Income/(Loss) attributable to noncontrolling interests15
 —
 —
 15
Net income attributable to Ford Motor Company$3,400
 $747
 $(518) $3,629


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

 

Selected Balance Sheet Information. The following tables provide supplemental balance sheet information by segment (in millions):
 June 30, 2017 March 31, 2018
Assets Automotive 
Financial
Services
 All Other, Special Items, & Adjustments Consolidated Company excluding Ford Credit Ford Credit Eliminations Consolidated
Cash and cash equivalents $8,853
 $7,366
 $4
 $16,223
 $9,174
 $8,766
 $—
 $17,940
Marketable securities 19,575
 3,311
 —
 22,886
 18,423
 3,708
 —
 22,131
Financial Services finance receivables, net —
 49,888
 —
 49,888
Ford Credit finance receivables, net —
 54,680
 —
 54,680
Trade and other receivables, less allowances 4,274
 5,884
 1
 10,159
 4,281
 8,105
 —
 12,386
Inventories 11,092
 —
 —
 11,092
 12,371
 —
 —
 12,371
Other assets 2,317
 974
 —
 3,291
 2,563
 1,193
 —
 3,756
Receivable from other segments 20
 1,730
 (1,750) —
 441
 1,647
 (2,088) —
Total current assets 46,131
 69,153
 (1,745) 113,539
 47,253
 78,099
 (2,088) 123,264
                
Financial Services finance receivables, net —
 51,551
 —
 51,551
Ford Credit finance receivables, net —
 57,121
 —
 57,121
Net investment in operating leases 1,904
 26,693
 —
 28,597
 1,616
 26,715
 —
 28,331
Net property 33,620
 166
 8
 33,794
 35,937
 181
 —
 36,118
Equity in net assets of affiliated companies 3,048
 180
 13
 3,241
 3,096
 117
 —
 3,213
Deferred income taxes 14,008
 218
 (4,081) 10,145
 12,702
 239
 (2,304) 10,637
Other assets 4,872
 1,676
 54
 6,602
 6,938
 1,608
 —
 8,546
Receivable from other segments —
 1,156
 (1,156) —
 1
 502
 (503) —
Total assets $103,583
 $150,793
 $(6,907) $247,469
 $107,543
 $164,582
 $(4,895) $267,230
Liabilities Automotive 
Financial
Services
 All Other, Special Items, & Adjustments Consolidated Company excluding Ford Credit Ford Credit Eliminations Consolidated
Payables $22,441
 $1,122
 $5
 $23,568
 $24,126
 $1,354
 $—
 $25,480
Other liabilities and deferred revenue 18,707
 1,239
 12
 19,958
 19,989
 1,426
 —
 21,415
Automotive debt payable within one year 2,911
 —
 —
 2,911
 3,751
 —
 —
 3,751
Financial Services debt payable within one year —
 47,862
 —
 47,862
Ford Credit debt payable within one year —
 49,232
 —
 49,232
Payable to other segments 1,730
 —
 (1,730) —
 2,088
 —
 (2,088) —
Total current liabilities 45,789
 50,223
 (1,713) 94,299
 49,954
 52,012
 (2,088) 99,878
                
Other liabilities and deferred revenue 23,858
 980
 2
 24,840
 23,417
 1,428
 —
 24,845
Automotive long-term debt 13,277
 —
 —
 13,277
 12,071
 —
 —
 12,071
Financial Services long-term debt —
 81,959
 —
 81,959
Ford Credit long-term debt —
 92,681
 —
 92,681
Other long-term debt 599
 —
 —
 599
Deferred income taxes 158
 4,658
 (4,081) 735
 150
 2,776
 (2,304) 622
Payable to other segments 1,147
 —
 (1,147) —
 503
 —
 (503) —
Total liabilities $84,229
 $137,820
 $(6,939) $215,110
 $86,694
 $148,897
 $(4,895) $230,696

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

 

Selected Cash Flow Information. The following tables provide supplemental cash flow information by segment (in millions):
  For the period ended June 30, 2017
  First Half
Cash flows from operating activities Automotive 
Financial
Services
 All Other, Special Items, & Adjustments Consolidated
Net cash provided by/(used in) operating activities $5,748
 $4,236
 $(33) $9,951
         
Reconciling Adjustments to Automotive Segment Operating Cash Flows*       
Automotive capital spending (3,242)      
Net cash flows from non-designated derivatives 200
      
Funded pension contributions 456
      
Separation payments 59
      
Other 65
      
Automotive Segment Operating Cash Flows $3,286
      
_________
*We measure and evaluate our Automotive segment operating cash flow on a different basis than Net cash provided by/(used in) operating activities in our consolidated statement of cash flows. Automotive segment operating cash flow includes additional elements management considers to be related to our Automotive operating activities, primarily capital spending and non-designated derivatives, and excludes outflows for funded pension contributions, separation payments, and other items that are considered operating cash flows under U.S. GAAP. The table above quantifies the reconciling adjustments to Net cash provided by/(used in) operating activities for the period ended June 30, 2017.

  For the period ended June 30, 2017
  First Half
Cash flows from investing activities Automotive 
Financial
Services
 All Other, Special Items, & Adjustments Consolidated
Capital spending $(3,242) $(22) $—
 $(3,264)
Acquisitions of finance receivables and operating leases —
 (27,379) —
 (27,379)
Collections of finance receivables and operating leases —
 21,636
 —
 21,636
Purchases of equity and debt securities (13,578) (3,351) (2) (16,931)
Sales and maturities of equity and debt securities 13,570
 3,336
 —
 16,906
Settlements of derivatives 200
 (46) —
 154
Other 10
 12
 (6) 16
Investing activity (to)/from other segments (38) (11) 49
 —
Net cash provided by/(used in) investing activities $(3,078) $(5,825) $41
 $(8,862)
  For the period ended March 31, 2018
  First Quarter
Cash flows from operating activities Company excluding Ford Credit Ford Credit Eliminations Consolidated
Net cash provided by/(used in) operating activities $3,829
 $(315) $—
 $3,514

Cash flows from financing activities Automotive 
Financial
Services
 All Other, Special Items, & Adjustments Consolidated
Cash dividends $(1,392) $—
 $—
 $(1,392)
Purchases of common stock (131) —
 —
 (131)
Net changes in short-term debt 216
 (144) —
 72
Proceeds from issuance of other debt 507
 19,960
 —
 20,467
Principal payments on other debt (881) (19,071) —
 (19,952)
Other (50) (52) —
 (102)
Financing activity to/(from) other segments —
 12
 (12) —
Net cash provided by/(used in) financing activities $(1,731) $705
 $(12) $(1,038)
         
Effect of exchange rate changes on cash and cash equivalents$94
 $173
 $—
 $267
Cash flows from investing activities Company excluding Ford Credit Ford Credit Eliminations Consolidated
Capital spending $(1,769) $(10) $—
 $(1,779)
Acquisitions of finance receivables and operating leases —
 (15,683) —
 (15,683)
Collections of finance receivables and operating leases —
 12,956
 —
 12,956
Purchases of equity and debt securities (5,580) (2,287) —
 (7,867)
Sales and maturities of equity and debt securities 4,618
 1,422
 —
 6,040
Settlements of derivatives (161) 100
 —
 (61)
Other (150) —
 —
 (150)
Investing activity (to)/from other segments 1,024
 153
 (1,177) —
Net cash provided by/(used in) investing activities $(2,018) $(3,349) $(1,177) $(6,544)

Cash flows from financing activities Company excluding Ford Credit Ford Credit Eliminations Consolidated
Cash dividends $(1,113) $—
 $—
 $(1,113)
Purchases of common stock (89) —
 —
 (89)
Net changes in short-term debt (128) (781) —
 (909)
Proceeds from issuance of other debt 174
 16,779
 —
 16,953
Principal payments on other debt (204) (12,156) —
 (12,360)
Other (39) (29) —
 (68)
Financing activity to/(from) other segments (153) (1,024) 1,177
 —
Net cash provided by/(used in) financing activities $(1,552) $2,789
 $1,177
 $2,414
         
Effect of exchange rate changes on cash, cash equivalents, and restricted cash$9
 $106
 $—
 $115

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


Selected Other Information.

Cost of sales and Selling, administrative, and other expenses for the first quarter of 2018 were $38.5 billion, an increase of $3 billion compared with the first quarter of 2017. The detail for the change is shown below (in billions):
 2018 Lower/(Higher) 2017
 First Quarter
Volume and mix, exchange, and other$(2.4)
Contribution costs 
Material excluding commodities(0.1)
Commodities(0.5)
Freight and other—
Warranty0.3
Structural costs(0.2)
Special items(0.1)
Total$(3.0)

Equity. At March 31, 2018, total equity attributable to Ford was $36.4 billion, an increase of about $800 million compared with December 31, 2017. The detail for this change is shown below (in billions):
 
Increase/
(Decrease)
Net income$1.7
Shareholder distributions(1.2)
Other comprehensive income0.3
Total$0.8

U.S. Sales by Type. The following table shows first quarter 2018 U.S. sales volume and U.S. wholesales segregated by truck, SUV, and car sales. U.S. sales volume reflects transactions with (i) retail and fleet customers (as reported by dealers), (ii) governments, and (iii) Ford management.  U.S. wholesales reflect sales to dealers.
 U.S. Sales U.S. Wholesales
Trucks267,860
 284,097
SUVs202,927
 260,830
Cars128,794
 158,016
Total Vehicles599,581
 702,943


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

 

Risk FactorsCautionary Note on Forward-Looking Statements

Statements included or incorporated by reference herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts, and assumptions by our management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those stated, including, without limitation:

Decline in industryFord’s long-term competitiveness depends on the successful execution of fitness actions;
Industry sales volume, particularly in the United States, Europe, or China, due tocould decline if there is a financial crisis, recession, or significant geopolitical events, or other factors; event;
Lower-than-anticipated market acceptance of Ford’s new orand existing products orand mobility services or failureare subject to achieve expected growth;market acceptance;
Market shift away fromFord’s results are dependent on sales of larger, more profitable vehicles, beyond Ford’s current planning assumption, particularly in the United States;
Continued orFord may face increased price competition resulting from industry excess capacity, currency fluctuations, or other factors;
Fluctuations in commodity prices, foreign currency exchange rates, commodity prices, and interest rates;rates can have a significant effect on results;
Adverse effects resulting fromWith a global footprint, Ford’s results could be adversely affected by economic, geopolitical, protectionist trade policies, or other events;
Work stoppages at Ford or supplier facilities or other limitations onFord’s production, (whether as a result ofwell as Ford’s suppliers’ production, could be disrupted by labor disputes, natural or man-made disasters, tight credit markets or other financial distress, production constraints or difficulties, or other factors);factors;
Single-source supply of components or materials;
Labor or other constraints on Ford’s ability to maintain a competitive cost structure;structure could be affected by labor or other constraints;
Substantial pensionPension and other postretirement liabilities impairingcould adversely affect Ford’s liquidity orand financial condition;
Worse-than-assumed economicEconomic and demographic experience for pension and other postretirement benefit plans (e.g., discount rates or investment returns); could be worse than Ford has assumed;
Restriction on use of tax attributes from tax law “ownership change;”  
The discovery ofFord’s vehicles could be affected by defects in vehicles resultingthat result in delays in new model launches, recall campaigns, or increased warranty costs;
Increased safety,Safety, emissions, fuel economy, orand other regulations resulting in higher costs, cash expenditures, and/or sales restrictions;affecting Ford may become more stringent;
UnusualFord could experience unusual or significant litigation, governmental investigations, or adverse publicity arising out of alleged defects in products, perceived environmental impacts, or otherwise;
Adverse effects on results from a decrease in or cessation or clawbackFord’s receipt of government incentives relatedcould be subject to investments;reduction, termination, or clawback;
Cybersecurity risks to operationalOperational systems, security systems, or infrastructure ownedand vehicles could be affected by cyber incidents;
Ford Ford Credit, or a third-party vendor or supplier;  
Failure of financial institutionsCredit’s access to fulfill commitments under committed credit and liquidity facilities;
Inability of Ford Credit to access debt, securitization, or derivative markets around the world at competitive rates or in sufficient amounts due tocould be affected by credit rating downgrades, market volatility, market disruption, regulatory requirements, or other factors;
Higher-than-expectedFord Credit could experience higher-than-expected credit losses, lower-than-anticipated residual values, or higher-than-expected return volumes for leased vehicles;
IncreasedFord Credit could face increased competition from banks, financial institutions, or other third parties seeking to increase their share of financing Ford vehicles; and
NewFord Credit could be subject to new or increased credit regulations, consumer or data protection regulations, or other regulations resulting in higher costs and/or additional financing restrictions.regulations.

We cannot be certain that any expectation, forecast, or assumption made in preparing forward-looking statements will prove accurate, or that any projection will be realized. It is to be expected that there may be differences between projected and actual results. Our forward-looking statements speak only as of the date of their initial issuance, and we do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events, or otherwise. For additional discussion, see “Item 1A. Risk Factors” in our 20162017 Form 10-K Report, as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

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

 

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

The Financial Accounting Standards Board (“FASB”) has issued the following standards, which are not expected to have a material impact (with the exception of standards 2016-02 and 2016-13) to our financial statements or financial statement disclosures:
Standard Effective Date (a)
2016-182018-02Statement of Cash Flows - Restricted CashJanuary 1, 2018
2016-16Income Taxes - Intra-Entity Transfers of Assets Other Than InventoryJanuary 1, 2018
2016-15Statement of Cash Flows - ClassificationReclassification of Certain Cash Receipts and Cash PaymentsJanuary 1, 2018
2016-01Financial Instruments - Recognition and Measurement of Financial Assets and Financial LiabilitiesJanuary 1, 2018
2017-08Nonrefundable Fees andTax Effects from Accumulated Other Costs - Premium Amortization on Purchased Callable Debt SecuritiesComprehensive Income January 1, 2019
2016-02Leases January 1, 2019 (b) (c)
2016-13Credit Losses - Measurement of Credit Losses on Financial Instruments January 1, 2020 (b)
__________
(a)Early adoption for each of the standards, except standard 2016-01, is permitted.
(b)For additional information, see Note 2 of the Notes to the Financial Statements.
(a)Early adoption for each of the standards is permitted.
(b)For additional information, see Note 2 of the Notes to the Financial Statements.
(c)The FASB has issued the following update to the Leases standard: Accounting Standard Update (“ASU”) 2018-01 (Land Easement Practical Expedient for Transition to Topic 842). We will adopt the new leases guidance effective January 1, 2019.

OTHER FINANCIAL INFORMATIONREVIEW BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The interim financial information included in this Quarterly Report on Form 10-Q for the periods ended
June 30,March 31, 2018 and 2017 and 2016 has not been audited by PricewaterhouseCoopers LLP (“PwC”). In reviewing such information, PwC has applied limited procedures in accordance with professional standards for reviews of interim financial information. Readers should restrict reliance on PwC’s reports on such information accordingly. PwC is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for its reports on interim financial information, because such reports do not constitute “reports” or “parts” of registration statements prepared or certified by PwC within the meaning of Sections 7 and 11 of the Securities Act of 1933.


ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Automotive Segment
 
Foreign Currency Risk. The net fair value of foreign exchange forward contracts (including adjustments for credit risk), as of March 31, 2018, was an asset of $104 million, compared with a liability of $22 million as of December 31, 2016, was an asset of $528 million compared with an asset of $227 million as of June 30, 2017. The potential decrease in fair value from a 10% adverse change in the underlying exchange rates, in U.S. dollar terms, was $2.7$2.8 billion at both March 31, 2018 and December 31, 2016 and June 30, 2017.

Commodity Price Risk. The net fair value of commodity forward contracts (including adjustments for credit risk) as of DecemberMarch 31, 20162018, was an asseta liability of $5$21 million, compared with an asset of $9$33 million as of June 30,at December 31, 2017. The potential decrease in fair value from a 10% adverse change in the underlying commodity prices, in U.S. dollar terms, was $54$62 million at March 31, 2018, compared with $69 million at December 31, 2016, compared with $56 million at June 30, 2017.

Financial ServicesFord Credit Segment
  
Interest Rate Risk. To provide a quantitative measure of the sensitivity of its pre-tax cash flow to changes in interest rates, Ford Credit uses interest rate scenarios that assume a hypothetical, instantaneous increase or decrease of one percentage point in all interest rates across all maturities (a “parallel shift”), as well as a base case that assumes that all interest rates remain constant at existing levels. The differences in pre-tax cash flow between these scenarios and the base case over a 12-month period represent an estimate of the sensitivity of Ford Credit’s pre-tax cash flow. Under this model, Ford Credit estimates that at June 30, 2017,March 31, 2018, all else constant, such an increase in interest rates would increasedecrease its pre-tax cash flow by $5$17 million over the next 12 months, compared with an increase of $21$14 million at December 31, 20162017. In reality, interest rate changes are rarely instantaneous or parallel and rates could move more or less than the one percentage point assumed in Ford Credit’s analysis. As a result, the actual impact to pre-tax cash flow could be higher or lower than the results detailed above.


ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. James P. Hackett, our Chief Executive Officer (“CEO”), and Bob Shanks, 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, 2017,March 31, 2018, 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.

Changes in Internal Control Over Financial Reporting. Mark Fields, President and Chief Executive Officer, retired effective May 22, 2017. He was succeeded by James P. Hackett, formerly chairman of Ford Smart Mobility LLC.There were no changes in internal control over financial reporting during the quarter ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.   


PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings.

Notice of Violation to Ford Dearborn Truck Plant.  As reported in our 2016 Form 10-K Report, on December 26, 2015, the U.S. Environmental Protection Agency (“EPA”) issued a notice of violation to our Dearborn Truck Plant. EPA alleges that the plant violated several requirements related to its air permit.  We have reached an agreement with EPA to resolve the matter for $389,000.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On February 15, 2018, we issued 8.6 million shares of Ford Common Stock valued at $96 million to certain stockholders of Autonomic, Inc. (“Autonomic”) as part of the merger consideration in conjunction with Ford’s acquisition of Autonomic.  The issuance was made in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, afforded by Regulation D thereunder.  Each recipient of the shares represented to us that he or she was an “accredited investor” as defined in Rule 501(a) under the Securities Act, was not acquiring the shares with a view to or for sale in connection with any distribution of the shares within the meaning of the Securities Act, and had received and had access to adequate information about Ford.  Approximately 8.2 million of the shares will vest over four years beginning February 2019.  The remaining shares have various vesting schedules, with the first tranche vesting in May 2018.  All of the shares are subject to restrictions on transfer. 

In the secondfirst quarter of 2017,2018, we completedrepurchased shares of Ford Common Stock from our employees or directors related to certain exercises of stock options, in accordance with our various compensation plans. We also repurchased shares through a modest anti-dilutive share repurchase program to offset the dilutive effect of share-based compensation granted during 2017.2018 and the shares issued as part of the Autonomic transaction described above. The plan authorized repurchases of up to 11.828.5 million shares of Ford Common Stock.
Period 
Total Number
of Shares
Purchased
 
Average
Price Paid
per Share
 
Total Number
of Shares
Purchased as
Part of Publicly-
Announced
Plans or
Programs
 
Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet
Be Purchased Under
the Plans or
Programs
 
Total Number
of Shares
Purchased
 
Average
Price Paid
per Share
 
Total Number
of Shares
Purchased as
Part of Publicly-
Announced
Plans or
Programs
 
Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet
Be Purchased Under
the Plans or
Programs
May 1, 2017 through May 31, 2017 11,800,000
 $11.11
 —
 —
March 1, 2018 through March 31, 2018 8,015,658
 $11.05
 —
 —
Total/Average 11,800,000
 $11.11
     8,015,658
 $11.05
 —
 —


ITEM 6. Exhibits.

Please see exhibit index below.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FORD MOTOR COMPANY

By:/s/ John Lawler
John Lawler, Vice President and Controller
(principal accounting officer)
Date:July 26, 2017



EXHIBIT INDEX
Designation Description Method of Filing
Exhibit 1010.1
 Executive Separation Waiver and Release Agreement between Ford Motor Company and Mark Fields dated May 21, 2017.Annual Incentive Compensation Plan Metrics for 2018. Filed with this Report.
Exhibit 10.2
Performance-Based Restricted Stock Unit Metrics for 2018.Filed with this Report.
Exhibit 12
 Calculation of Ratio of Earnings to Fixed Charges. Filed with this Report.
Exhibit 15
 Letter of PricewaterhouseCoopers LLP, dated July 26, 2017,April 25, 2018, relating to financial information. Filed with this Report.
Exhibit 18
Letter of PricewaterhouseCoopers LLP, dated April 25, 2018, relating to change in accounting principle.Filed with this Report.
Exhibit 31.1
 Rule 15d-14(a) Certification of CEO. Filed with this Report.
Exhibit 31.2
 Rule 15d-14(a) Certification of CFO. Filed with this Report.
Exhibit 32.1
 Section 1350 Certification of CEO. Furnished with this Report.
Exhibit 32.2
 Section 1350 Certification of CFO. Furnished with this Report.
Exhibit 101.INS XBRL Instance Document. *
Exhibit 101.SCH XBRL Taxonomy Extension Schema Document. *
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. *
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document. *
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. *
Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. *
__________
* Submitted electronically with this Report in accordance with the provisions of Regulation S-T.



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FORD MOTOR COMPANY

77
By:/s/ John Lawler
John Lawler, Vice President and Controller
(principal accounting officer)
Date:April 25, 2018



68