UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE
STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
| [X] | ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | |
| | For the fiscal year ended December 31,
2023 |
| | |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
| | |
| | For
the transition period from to |
Commission File Number: 1-3950
| A. | Full title of the plan and the address of
the plan, if different from that of the issuer named below: |
FORD
MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN
FOR SALARIED EMPLOYEES
| B. | Name of issuer of the securities held
pursuant to the plan and the address of its principal executive office: |
FORD MOTOR COMPANY
One American Road
Dearborn, Michigan 48126
Required lnformation
Financial Statements and Schedules
Statements of Net Assets Available for
Benefits, as of December 31, 2023 and December 31, 2022
Statement of Changes in Net Assets Available
for Benefits for the year ended December 31, 2023
Schedule of Assets (Held at End of Year)
as of December 31, 2023
EXHIBITS
Signature
The
Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
FORD MOTOR COMPANY
SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED EMPLOYEES
(Name of Plan) |
|
|
|
Date: June 5,
2024 |
By: |
/s/
Matthew Dupuis |
|
|
Matthew Dupuis,
Member, Ford Motor Company Savings
and Stock Investment Plan for Salaried Employees Committee |
Ford Motor Company
Savings and Stock Investment Plan
for Salaried Employees
Financial Report
December 31, 2023
Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees
Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees
Report of Independent Registered
Public Accounting Firm
To Plan Participants and Savings
and Stock Investment Plan for Salaried Employees Committee
Ford Motor Company Savings and Stock Investment Plan for Salaried Employees
Dearborn, Michigan
Opinion on the Financial
Statements
We have
audited the accompanying statements of net assets available for benefits of the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees (the “Plan”) as of December 31, 2023 and 2022, the related statement of changes in net assets
available for benefits for the year ended December 31, 2023, and the related notes (collectively, the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan
as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the year ended December 31, 2023,
in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These
financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Plan 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required
to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness
of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits
included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our
audits provide a reasonable basis for our opinion.
Supplemental Information
The
supplemental information in the accompanying Schedule of Assets (Held at End of Year) as of December 31, 2023, has been
subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental
information is presented for the purpose of additional analysis and is not a required part of the financial statements but included
supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s
management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or
the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the
information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether
the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s
Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion,
the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ BDO USA, P.C.
We have served as the Plan’s
auditor since 2019.
Troy, Michigan
June 5, 2024
Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees
Statements of Net Assets Available for Benefits
(in thousands)
| |
December 31 | |
| |
2023 | | |
2022 | |
Assets | |
| | |
| |
Plan Interest in Ford Defined Contribution
Plans | |
| | | |
| | |
Master Trust (Note 3) | |
$ | 15,578,787 | | |
$ | 13,871,017 | |
| |
| | | |
| | |
Receivables: | |
| | | |
| | |
Notes receivable from participants | |
| 66,516 | | |
| 67,607 | |
Employee | |
| 21,018 | | |
| 17,933 | |
Employer | |
| 15,386 | | |
| 13,359 | |
Total
receivables | |
| 102,920 | | |
| 98,899 | |
| |
| | | |
| | |
| |
| | | |
| | |
Net Assets Available for Benefits | |
$ | 15,681,707 | | |
$ | 13,969,916 | |
See Notes to Financial Statements
Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees
Statement of Changes in Net Assets Available
for Benefits
Year Ended December 31, 2023
(in thousands)
Additions | |
| |
Contributions | |
| |
Employee contributions | |
$ | 788,831 | |
Employer contributions | |
| 273,538 | |
| |
| | |
Total contributions | |
| 1,062,369 | |
| |
| | |
Net investment gain of Plan's interest
in Ford Defined Contribution Plans Master Trust (Note 3) | |
| 2,551,608 | |
| |
| | |
Interest income
on notes receivable from participants | |
| 2,848 | |
| |
| | |
Total additions | |
| 3,616,825 | |
| |
| | |
Deductions | |
| | |
Benefits paid to participants | |
| (1,877,585 | ) |
Ford Stock dividend payments to participants | |
| (14,078 | ) |
Administrative &
other expenses | |
| (13,371 | ) |
| |
| | |
Total deductions | |
| (1,905,034 | ) |
| |
| | |
Net Increase in Net Assets Available for Benefits | |
| 1,711,791 | |
| |
| | |
Net Assets Available for Benefits | |
| | |
Beginning of year | |
| 13,969,916 | |
| |
| | |
End of year | |
$ | 15,681,707 | |
See Notes to Financial Statements
Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees
Notes to Financial
Statements
December 31, 2023 and 2022
Note 1 - Description of the Plan
The following description of the Ford
Motor Company Savings and Stock Investment Plan for Salaried Employees (the “Plan”) provides only general information. Participants
should refer to the provisions of the Plan, which are governed in all respects by the detailed terms and conditions contained in the
Plan document. The Plan was established effective February 1, 1956. The Ford Retirement Plan (FRP) was merged with and into the
Plan effective December 31, 2018.
Type
and Purpose of the Plan - The Plan is a defined contribution plan established to encourage and facilitate systematic retirement
savings and investment by eligible salaried employees of Ford Motor Company (the “Company”) and certain subsidiaries, and
to provide them with an opportunity to become stockholders of the Company. The Plan includes provisions for voting shares of Company
stock. It is subject to certain provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
applicable to defined contribution pension plans.
Eligibility
- Regular full-time salaried employees are eligible to participate in the Plan immediately following their date of hire or
rehire, and, are immediately eligible for any applicable Company matching contributions. Certain other part-time and temporary employees
also may be eligible to participate in the Plan. Newly hired employees are automatically enrolled in the Plan at an initial contribution
rate of 5 percent of their base salary, though they may elect to cancel or change their automatic enrollment rate.
Contributions
and Vesting - Participants can contribute a percentage of their base pay to the Plan on a pre-tax, Roth, and/or after-tax
basis, subject to federal tax law and Plan limits. Participants may also elect to contribute all, or a portion, of their distributions
under the Company’s Annual Incentive Compensation Plan and the Ford Motor Credit Company’s Flex Bonus Rewards. A contribution
in an amount corresponding to each election is made by the Company to the Plan on the participant’s behalf. Subject to limits under
the Internal Revenue Code of 1986, as amended (the "Code"), pre-tax contributions are excluded from the participant’s
federal and most state and local taxable income. The Company makes discretionary matching contributions (“Company matching contributions”)
at a rate of $0.90 for each dollar contributed up to 5 percent of participants' base salary deferred (as defined).
For eligible participants hired or re-hired on or after January 1,
2004, the Company makes contributions to participants’ accounts (“FRP Contributions”) based on a fixed percentage of
a participant’s monthly or semi-monthly base salary according to the Company’s contribution schedule illustrated below:
|
Age at Year
End |
2023
Contribution Rate (Percent) |
|
|
Under Age 40 |
3.5% |
|
|
Age 40 through 49 |
4.5 |
|
|
Age 50+ |
5.5 |
|
Subject to provisions of the Plan, participants
may elect to roll over amounts from other eligible retirement plans in accordance with the Code. For the year ended December 31,
2023, rollovers from other eligible retirement plans totaled $351.2 million, which are included in employee contributions in the statement
of changes in net assets available for benefits.
Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees
Notes to Financial
Statements
December 31, 2023 and 2022
Note 1 - Description of the Plan (Continued)
Participants are fully vested in account
balances related to their pre-tax, Roth, and after-tax contributions and earnings thereon. Pre-tax assets, Roth assets, after-tax assets,
and assets resulting from Company matching contributions and FRP Contributions are accounted for separately.
Company matching contributions and FRP
Contributions vest three years after the original date of hire. At that time, all assets attributable to Company matching contributions
and FRP Contributions held in participants’ accounts become vested, and all future contributions vest when they are made.
Distributions
- Pre-tax or Roth assets may not be withdrawn by participants until the termination of their employment or until they reach
59-1/2 years of age, except in the case of personal financial hardship. In-service withdrawals of vested Company matching contributions
are permissible for participants who are at least 59-1/2 years of age. Withdrawal of such contributions for participants less than 59-1/2
years of age is limited to those contributions that have been in the Plan for two years. FRP Contributions may not be withdrawn by participants
until termination of employment.
After-tax assets can be withdrawn at
any time without restriction.
Distribution options include lump-sum,
partial, or installment payments. Eligible rollover distributions can be rolled over to an IRA or another employer's eligible retirement
plan.
Activity for participants in the Ford
Stock Fund who have elected to receive dividends paid in the form of cash instead of purchasing additional shares is reported in the
statement of changes in net assets available for benefits.
Participant
Accounts - A participant’s account balance is comprised of employee contributions, Company matching contributions and
FRP Contributions, if any, and investment income earned from the individual investment options selected by the participant less withdrawals,
loans, distributions, and fees. In the absence of participant investment directions, contributions are invested in a target date fund,
a qualified default investment alternative (“QDIA”) prescribed by final regulations issued by the Department of Labor. Allocations
are based on participant earnings, account balances, or specific participant transactions, as defined. The benefit to which a participant
is entitled is determined from the participant’s vested account balance.
Master
Trust Investment Options and Participation – Employee contributions, Company matching contributions and FRP Contributions
are invested in accordance with the participant’s election in one or more investments, which are held in the Ford Defined Contribution
Plans Master Trust (the “Master Trust”) (see Note 3).
Transfer
of Assets - The Plan permits the transfer of assets among investment options held by the Master Trust, subject to certain
trading restrictions imposed on some of the investment options.
Notes
Receivable from Participants - The Plan permits participants to borrow from their pre-tax, Roth, after-tax, and rollover accounts.
Monthly notes receivable interest rates related to these borrowings are based on the prime rate published in The Wall Street Journal.
Participant notes receivable are collateralized by the participant’s vested account balance.
Prior to 2018, a participant was eligible
to take out one note receivable per calendar year and to have up to four notes receivable outstanding at any one time. Effective January 1,
2018, participants can only have up to two
outstanding loans (previous loans are grandfathered) and the one loan per calendar year restriction is removed. General notes receivable
may be for a minimum of one year, but not exceeding five years. Notes receivable related to the purchase of a primary residence may be
for a maximum of ten years.
Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees
Notes to Financial
Statements
December 31, 2023 and 2022
Note 1 - Description of the Plan (Continued)
Forfeitures
and Plan Administration Expenses - The Plan permits the Company to use assets forfeited by participants to pay plan administrative
expenses and, to the extent not used to pay such expenses, to reduce the Company’s future contributions to the Plan.
The Company may pay certain plan administrative
expenses directly.
Related
Party and Party-in-Interest Transactions - Certain Master Trust investment options are investment products managed by State
Street Global Advisors (“SSgA”), which is the investment management division of State Street Bank and Trust Company, a wholly
owned subsidiary of State Street Corporation. State Street Bank and Trust Company is the trustee, as defined by the Plan, and the disbursement
agent.
Parties-in-interest are defined under
Department of Labor regulations as any fiduciary of the Plan, any party rendering services to the Plan, the Company, and certain others.
Party-in-interest transactions included investments in the Ford Stock Fund. The Plan held 81.9 and 79.5 million shares of Company stock
as of December 31, 2023 and 2022 respectively. Net purchases/(sales) of Company stock was $74.0 million.
The Plan also issues loans to participants
which are secured by the vested balance of the participants’ accounts.
These transactions are party-in-interest
transactions, exempt from prohibited transaction rules.
Note 2 - Summary of Significant Accounting Policies
Basis
of Accounting – The financial statements of the Plan are prepared on the accrual basis of accounting and are presented
in accordance with accounting principles generally accepted in the United States (GAAP).
Investment
Valuation and Income Recognition - The fair value of the Plan's interest in the Master Trust is based on the beginning of
the year value of the Plan's interest in the trust, plus actual contributions and allocated investment income, less actual distributions
and allocated administrative expense (see Note 3).
Investments held by the Master Trust
are stated at fair value, except for the synthetic guaranteed investment contracts (“synthetic GICs”) which are held through
the Master Trust’s investment in the Interest Income Fund and valued at contract value. Since synthetic GICs are fully benefit-
responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable
to the synthetic GICs. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and
administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract
value.
Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees
Notes to Financial
Statements
December 31, 2023 and 2022
Note 2 - Summary of Significant Accounting Policies (Continued)
Fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. See Note 4 for further discussion of fair value measurements.
Purchases and sales of securities are
recorded on a trade-date basis. Interest income is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation
(depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Notes
Receivable from Participants - Notes receivable from participants are recorded at their unpaid principal balances plus any
accrued interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed
when incurred. Participant notes receivable are written off when deemed uncollectible. No allowance for credit losses has been recorded
as of December 31, 2023 and 2022.
Investment
Contracts - A synthetic GIC is a wrap contract paired with underlying investments, usually a portfolio of high-quality, short
to intermediate-term fixed-income securities and a short- term interest fund.
A synthetic GIC credits a stated interest rate. Investment
gains and losses are amortized over the expected duration of the covered investments through the calculation of the interest rate on
a prospective basis. Synthetic GICs provide for a variable crediting rate, which resets on a periodic basis. The crediting rate set by
the wrap contracts resets quarterly. The quarterly crediting rate does not include the short-term investments (e.g., short-term interest
fund) used for benefit- responsive events. While the issuer of the wrap contract provides assurance that future adjustments to the crediting
rate cannot result in a crediting rate less than zero, the actual quarterly interest rate is impacted by the current yield of the short-term
investments.
The crediting rate is primarily based
on the current yield-to-maturity of the covered investments, plus or minus amortization of the difference between the market value and
contract value of the covered investments over the duration of the covered investments at the time of computation.
The crediting rate is most impacted
by the change in the annual effective yield to maturity of the underlying securities, but is also affected by the differential between
the contract value and the market value of the covered investments. This difference is amortized over the duration of the covered investments.
Depending on the change in duration from reset period to reset period, the magnitude of the impact to the crediting rate of the contract
to market difference is heightened or lessened. The crediting rate can be adjusted periodically, but in no event is the crediting rate
less than zero percent.
Certain events limit the ability of
the Master Trust to transact at contract value with the insurance company and the financial institution issuer. Such events include the
following: (i) material amendments to the Plan documents (including complete or partial plan termination or merger with another
plan); (ii) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions; (iii) bankruptcy
of the plan sponsor or other plan sponsor events (e.g., divestitures or spin-offs of a subsidiary) which cause a significant withdrawal
from the Plan; (iv) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction
exemption under ERISA; (v) any change in law, regulation, ruling, administrative or judicial position, or accounting requirement,
applicable to the Interest Income Fund or the Plan; or (vi) the delivery of any communication to Plan participants designed to influence
a participant not to invest in the Interest Income Fund. The plan administrator does not believe that the occurrence of any such event,
which would limit the Master Trust’s ability to transact at contract value, is probable.
Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees
Notes to Financial
Statements
December 31, 2023 and 2022
Note 2 - Summary of Significant Accounting Policies (Continued)
The synthetic investment contracts
generally impose conditions on both the Master Trust and the issuer. If an event of default occurs and is not cured, the
non-defaulting party may terminate the contract. The following may cause the Master Trust to be in default: a breach of material
obligation under the contract; a material misrepresentation; or a material amendment to the Plan agreement. The issuer may be in
default if it breaches a material obligation under the investment contract; makes a material misrepresentation; has a decline in its
long-term credit rating below a threshold set forth in the contract; is acquired or reorganized and the successor issuer does not
satisfy the investment or credit guidelines applicable to issuers. If, in the event of default of an issuer, the Master Trust were
unable to obtain a replacement investment contract, withdrawing plans may experience losses if the value of the Master Trust’s
assets no longer covered by the contract is below contract value. The Master Trust may seek to add additional issuers over time to
diversify the Master Trust’s exposure to such risk, but there is no assurance the Master Trust may be able to do so. The
combination of the default of an issuer and an inability to obtain a replacement agreement could render the Master Trust unable to
achieve its objective of maintaining a stable contract value. The terms of an investment contract generally provide for settlement
of payments only upon termination of the contract or total liquidation of the covered investments. Generally, payments will be made
pro-rata, based on the percentage of investments covered by each issuer. Contract termination occurs whenever the contract value or
market value of the covered investments reaches zero or upon certain events of default.
If the contract terminates due to issuer
default (other than a default occurring because of a decline in its rating), the issuer will generally be required to pay to the Master
Trust the excess, if any, of contract value over market value on the date of termination. If a synthetic GIC terminates due to a decline
in the ratings of the issuer, the issuer may be required to pay to the Master Trust the cost of acquiring a replacement contract (i.e.,
replacement cost) within the meaning of the contract. If the contract terminates when the market value equals zero, the issuer will pay
the excess of contract value over market value to the Master Trust to the extent necessary for the Master Trust to satisfy outstanding
contract value withdrawal requests. Contract termination also may occur by either party upon election and notice.
Contributions
- Contributions to the Plan from participants and, when applicable, from the Company and participating subsidiaries (as defined
in the Plan) are recorded in the period that payroll deductions are made from Plan participants.
Payment
of Benefits - Benefits are recorded when paid.
Use
of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and
deductions during the reporting period. Actual results could differ from those estimates.
Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees
Notes to Financial
Statements
December 31, 2023 and 2022
Note 2 - Summary of Significant Accounting Policies (Continued)
Risks
and Uncertainties - Investment securities are exposed to various risks, such as interest rate, market, and credit. Due to
the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account
balances and the amounts reported in the financial statements.
New
Accounting Pronouncements – There have been no new accounting pronouncements reflected in the 2023 financial statements.
Subsequent
Events – The Plan has evaluated subsequent events through June 5, 2024, the date the financial statement were available
to be issued, and there were no subsequent events requiring adjustments to or disclosure in the financial statements.
Note 3 - The Master Trust
The Company established the Master Trust
pursuant to a trust agreement between the Company and State Street Bank and Trust Company, as trustee, in order to permit the commingling
of trust assets of several employee benefit plans for investment and administrative purposes. The assets of the Master Trust are held
by State Street Bank and Trust Company.
Employee benefit plans participating
in the Master Trust as of December 31, 2023 and 2022 include the following defined contribution plans:
| · | Ford
Motor Company Savings and Stock Investment Plan for Salaried Employees |
| · | Ford
Motor Company Tax-Efficient Savings Plan for Hourly Employees |
All transfers to, withdrawals from,
or other transactions regarding the Master Trust shall be conducted in such a way that the proportionate interest in the Master Trust
of each plan and the fair market value of that interest may be determined at any time.
The interest of each such plan shall
be debited or credited (as the case may be) (i) for the entire amount of every contribution received on behalf of such plan (including
participant contributions), every distribution, or other expense attributable solely to such plan, and every other transaction relating
only to such plan; and (ii) for its proportionate share of every item of collected or accrued income, gain or loss, and general
expense, and of any other transactions attributable to the Master Trust or that investment option as a whole.
Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees
Notes to Financial
Statements
December 31, 2023 and 2022
Note 3 - The Master Trust (Continued)
A summary of the net assets of the Master Trust and the Plan’s
interest in the Master Trust as of December 31, 2023 and 2022 is as follows (in thousands):
Summary
of Net Assets - Note 3 Master Trust
|
| |
2023 | | |
2022 | |
|
| |
Master
Trust
Balances | | |
Plan's
Interest in
Master Trust | | |
Master
Trust
Balances | | |
Plan's
Interest in
Master Trust | |
|
Investments - Fair value: | |
| | | |
| | | |
| | | |
| | |
|
Separate
Account - Common Stock (1) | |
$ | 509,707 | | |
$ | 393,003 | | |
$ | 489,534 | | |
$ | 382,401 | |
|
Ford Stock Fund | |
| 1,909,242 | | |
| 1,007,138 | | |
| 1,737,702 | | |
| 933,187 | |
|
Common
and commingled institutional pools | |
| 18,000,671 | | |
| 12,533,934 | | |
| 14,878,387 | | |
| 10,518,693 | |
|
| |
| | | |
| | | |
| | | |
| | |
|
Total Investments at Fair Value | |
| 20,419,620 | | |
| 13,934,075 | | |
| 17,105,623 | | |
| 11,834,281 | |
|
| |
| | | |
| | | |
| | | |
| | |
|
| |
| | | |
| | | |
| | | |
| | |
|
Investments
at Contract value - Interest Income Fund | |
| 2,658,743 | | |
| 1,644,712 | | |
| 3,126,739 | | |
| 2,036,736 | |
|
| |
| | | |
| | | |
| | | |
| | |
|
Total Investments | |
| 23,078,363 | | |
| 15,578,787 | | |
| 20,232,362 | | |
| 13,871,017 | |
|
| |
| | | |
| | | |
| | | |
| | |
|
Other Assets/(Liabilities)
- Net (2) | |
| (1,816 | ) | |
| - | | |
| (3,324 | ) | |
| - | |
|
Total
Net Assets | |
$ | 23,076,547 | | |
$ | 15,578,787 | | |
$ | 20,229,038 | | |
$ | 13,871,017 | |
(1) The fund is primarily
made up of common stock that is owned 100% by the Master Trust.
(2) Includes
accrued but unpaid fees, unsettled trades, and other receivables. In the Plan's Interest in Master Trust, these amounts are
reported within total investments and are not material to the amounts presented.
During the year ended December 31,
2023, the Master Trust investment gain was comprised of the following (in thousands):
|
Net realized and unrealized gains | |
$ | 3,473,658 | |
|
| |
| | |
|
Dividend and other income | |
| 192,491 | |
|
| |
| | |
|
Total Master Trust
investment gains | |
$ | 3,666,149 | |
Note 4 - Fair Value Disclosures
Accounting standards require certain
assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that fair value.
The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure
fair value.
In determining fair value, various valuation
techniques are utilized and observable inputs are prioritized. The availability of observable inputs varies from instrument to instrument
and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics
particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology
used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial
instruments, pricing inputs are less observable in the marketplace and may require management judgment.
Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees
Notes to Financial
Statements
December 31, 2023 and 2022
Note 4 - Fair Value Disclosures (Continued)
The inputs used to measure fair value
are assessed using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market.
Level 1 inputs include quoted prices in active markets for identical instruments and are the most observable. Level 2 inputs include
quoted prices for similar assets and inputs such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 inputs are not observable in the market and include management's judgments about the assumptions market participants would use
in pricing the asset. In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, fair
value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Plan’s
assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific
to each asset.
The following valuation methodologies
have been used to value the underlying investments in the Master Trust:
Separate
Accounts – Common Stocks – These investments, except a small portion of the separate account invested in
a short-term interest fund to provide liquidity for daily activity, are valued on the basis of quoted year-end market prices. The short-term
interest fund is valued at the net asset value per share, which is based on the fair value of the underlying net assets.
Ford
Stock Fund – The Ford Stock Fund is a unitized account that is comprised primarily of Ford Motor Company common stock,
except a small portion of the fund is invested in a short-term interest fund to provide liquidity for daily activity. The Ford Stock
Fund consists of assets from the following sources: employee contributions (including certain rollovers), employee loan repayments, exchanges
into the fund from other investment options, Company matching contributions (vested and unvested), earnings and dividends. Ford Motor
Company common stock is valued on the basis of quoted year-end market prices and the short-term interest fund is valued at the net asset
value per share, which is based on the fair value of the underlying net assets. Transactions within this fund are considered related
party transactions to the Plan. The Ford Stock Fund is not available as an investment option for assets attributable to FRP Contributions.
Common
and Commingled Institutional Pools - The common and commingled institutional pool investments are valued at the net asset
value per share of the individual collective pools included in each respective fund, which are based on the fair value of the underlying
net assets. There were no significant unfunded commitments or redemption restrictions on these investments.
Interest
Income Fund - The Interest Income Fund, which invests in fully-benefit responsive synthetic investment contracts, is stated
at contract value. Contract value is the amount participants normally receive if they were to initiate permitted transactions under the
terms of the Plan. Contract value represents deposits made to the contract, plus earnings at guaranteed crediting rates, less withdrawals
and applicable fees.
Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees
Notes to Financial
Statements
December 31, 2023 and 2022
Note 4 - Fair Value Disclosures (Continued)
Disclosures concerning assets measured
at fair value on a recurring basis are as follows (in thousands):
|
Assets Measured at Fair Value at December 31,
2023 |
|
| |
| | |
| | |
| | |
| |
|
| |
| Balance
| | |
| Quoted
Prices in
Active Markets for
Identical Assets
(Level 1) | | |
| Significant
Observable Inputs
(Level 2) | | |
| Significant
Unobservable
Inputs
(Level 3) | |
|
Assets - Master
Trust investments: | |
| | | |
| | | |
| | | |
| | |
|
| |
| | | |
| | | |
| | | |
| | |
|
Investments at Fair Value: | |
| | | |
| | | |
| | | |
| | |
|
Separate Account - Common Stock (1) | |
$ | 502,230 | | |
$ | 502,230 | | |
| - | | |
| - | |
|
Ford stock fund - Ford common stock | |
| 1,891,610 | | |
| 1,891,610 | | |
| - | | |
| - | |
|
| |
| | | |
| | | |
| | | |
| | |
|
Total Investments at Fair Value | |
$ | 2,393,840 | | |
$ | 2,393,840 | | |
$ | - | | |
$ | - | |
|
| |
| | | |
| | | |
| | | |
| | |
|
Investments Measured at Net Asset
Value: | |
| | | |
| | | |
| | | |
| | |
|
Common and commingled Institutional pools | |
| 18,000,671 | | |
| | | |
| | | |
| | |
|
Separate Account - Common Stock (2) | |
| 7,477 | | |
| | | |
| | | |
| | |
|
Ford stock fund
- Short-term Interest Fund (2) | |
| 17,632 | | |
| | | |
| | | |
| | |
|
| |
| | | |
| | | |
| | | |
| | |
|
Total Investments
at NAV | |
| 18,025,780 | | |
| | | |
| | | |
| | |
|
| |
| | | |
| | | |
| | | |
| | |
|
Total Master
Trust Investments at Fair Value | |
$ | 20,419,620 | | |
| | | |
| | | |
| | |
|
Assets Measured at Fair Value at December 31,
2022 |
|
| |
| | |
| | |
| | |
| |
|
| |
| Balance
| | |
| Quoted
Prices in
Active Markets for
Identical Assets
(Level 1) | | |
| Significant
Observable Inputs
(Level 2) | | |
| Significant
Unobservable
Inputs
(Level 3) | |
|
Assets - Master Trust investments: | |
| | | |
| | | |
| | | |
| | |
|
| |
| | | |
| | | |
| | | |
| | |
|
Investments at Fair Value: | |
| | | |
| | | |
| | | |
| | |
|
Separate Account - Common Stock (1) | |
$ | 482,726 | | |
$ | 482,726 | | |
| - | | |
| - | |
|
Ford stock fund - Ford common stock | |
| 1,715,965 | | |
| 1,715,965 | | |
| - | | |
| - | |
|
| |
| | | |
| | | |
| | | |
| | |
|
Total Investments at Fair Value | |
$ | 2,198,691 | | |
$ | 2,198,691 | | |
$ | - | | |
$ | - | |
|
| |
| | | |
| | | |
| | | |
| | |
|
Investments Measured at Net Asset
Value: | |
| | | |
| | | |
| | | |
| | |
|
Common and commingled Institutional pools | |
| 14,878,387 | | |
| | | |
| | | |
| | |
|
Separate Account - Common Stock (2) | |
| 6,808 | | |
| | | |
| | | |
| | |
|
Ford stock fund
- Short-term Interest Fund (2) | |
| 21,737 | | |
| | | |
| | | |
| | |
|
| |
| | | |
| | | |
| | | |
| | |
|
Total Investments
at NAV | |
| 14,906,932 | | |
| | | |
| | | |
| | |
|
| |
| | | |
| | | |
| | | |
| | |
|
Total Master
Trust Investments at Fair Value | |
$ | 17,105,623 | | |
| | | |
| | | |
| | |
| (1) The fund is made up of common stock that
is owned 100% by the Master Trust. |
| (2) Includes short-term interest funds that
invest primarily in fixed-income securities, including but not limited to, bonds, notes or other investments
such as government securities, commercial paper, certificates of deposit, master notes or variable amount
notes, with the objective of providing current income consistent with the preservation of capital and the
maintenance of liquidity. |
Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees
Notes to Financial
Statements
December 31, 2023 and 2022
Note 4 - Fair Value Disclosures (Continued)
The Plan’s policy to recognize
transfers between levels of the fair value hierarchy is as of the actual date of the event of change in circumstances that caused the
transfer. There were no significant transfers between levels of the fair value hierarchy during 2022 or 2023.
Note 5 - Tax Status
The Internal Revenue
Service (“IRS”) has determined and informed the Company by letter dated June 29, 2017, that the Plan is designed in
accordance with applicable sections of the Code. The Plan has since been amended and restated through December 31, 2023. The Company
believes that the Plan is currently designed and being operated in compliance with the Code. Therefore, no provision for income taxes
has been included in the Plan’s financial statements.
The plan is subject to routine audits
by taxing jurisdictions, however, there are currently no audits for any tax periods in progress.
Note 6 - Administration of Plan Assets
The Master Trust assets are held by
the trustee of the Plan, State Street Bank and Trust Company. The assets of the Interest Income Fund (the “Fund”) are held
by the Fund’s custodian, The Northern Trust Company.
Certain administrative functions are
performed by officers or employees of the Company or its subsidiaries. No such officer or employee receives compensation from the Plan,
nor does the Company allocate any costs to the Plan.
Note 7 - Plan Termination
The Company, by action of the board
of directors, may terminate the Plan at any time. Termination of the Plan would not affect the rights of a participant as to the continuance
of investment, distribution or withdrawal of their account balance. Upon termination of the Plan, participants would become fully vested.
In the event of termination, all participant notes receivable would become due immediately upon such termination. There are currently
no plans to terminate the Plan.
Note 8 - Reconciliation to Form 5500
The net assets on
the financial statements differ from the net assets on the Form 5500 due to the synthetic GICs held in the Master Trust being recorded
at contract value on the financial statements and at fair value on Form 5500. The net assets on the financial statements compared
to those on Form 5500 at December 31, 2023 and 2022 were $93.1 million higher and $136.3 million higher, respectively. Additionally,
the increase in net assets on Form 5500 for the year ended December 31, 2023 is lower than the financial statements by $43.2
million.
Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees
Schedule
of Assets (Held at End of Year)
Form 5500, Schedule H, Item 4i
EIN 38-0549190, Plan 010
December 31, 2023
(a) | |
(b)
Identity of Issuer, Lessor, Borrower,
or Similar Party | |
(c)
Description of Investment, Including Maturity Date, Rate of
Interest, Collateral, Par, or Maturity Value | |
(d) Cost | | |
(e) Current
Value | |
| |
| |
| |
| | |
| |
* | |
Participant Loans | |
Participant
notes receivable bearing interest at rates ranging from 3.25 percent to 9.5 percent | |
| - | | |
$ | 66,516,188 | |
* Denotes party-in-interest to the Plan
Exhibit 23
Consent of Independent Registered Public Accounting
Firm
Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees
Dearborn, Michigan
We hereby consent to the incorporation
by reference in the Registration Statement on Form S-8 (Nos. 333-138819, 333-153815, and 333-156630) of Ford Motor Company of our
report dated June 5, 2024, relating to the financial statements and supplemental schedule of Ford Motor Company Savings and Stock
Investment Plan for Salaried Employees which appear in this Form 11-K for the year ended December 31, 2023.
/s/ BDO USA, P.C.
Troy, Michigan
June 5, 2024
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