(Mark One) | |
þ | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2017 | |
or | |
o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from __________ to __________ | |
Commission file number 1-3950 |
Delaware | 38-0549190 |
(State of incorporation) | (I.R.S. Employer Identification No.) |
One American Road, Dearborn, Michigan | 48126 |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common Stock, par value $.01 per share | New York Stock Exchange |
Document | Where Incorporated | |
Proxy Statement* | Part III (Items 10, 11, 12, 13, and 14) |
* | As stated under various Items of this Report, only certain specified portions of such document are incorporated by reference in this Report. |
• | Report of Independent Registered Public Accounting Firm. |
• | Consolidated Income Statement for the years ended December 31, 2015, 2016, and 2017. |
• | Consolidated Statement of Comprehensive Income for the years ended December 31, 2015, 2016, and 2017. |
• | Consolidated Balance Sheet at December 31, 2016 and 2017. |
• | Consolidated Statement of Cash Flows for the years ended December 31, 2015, 2016, and 2017. |
• | Consolidated Statement of Equity for the years ended December 31, 2015, 2016, and 2017. |
• | Notes to the Financial Statements. |
Designation | Description |
Schedule II | Valuation and Qualifying Accounts |
Designation | Description | Method of Filing | ||
Restated Certificate of Incorporation, dated August 2, 2000. | Filed as Exhibit 3-A to our Annual Report on Form 10-K for the year ended December 31, 2000.* | |||
Certificate of Designation of Series A Junior Participating Preferred Stock filed on September 11, 2009. | Filed as Exhibit 3.1 to our Current Report on Form 8-K filed September 11, 2009.* | |||
By-laws. | Filed as Exhibit 3.2 to our Form 8-A/A filed on September 11, 2015.* | |||
Tax Benefit Preservation Plan (“TBPP”) dated September 11, 2009 between Ford Motor Company and Computershare Trust Company, N.A. | Filed as Exhibit 4.1 to our Current Report on Form 8-K filed September 11, 2009.* | |||
Amendment No. 1 to TBPP dated September 11, 2012. | Filed as Exhibit 4 to our Current Report on Form 8-K filed September 12, 2012.* | |||
Amendment No. 2 to TBPP dated September 9, 2015. | Filed as Exhibit 4 to our Current Report on Form 8-K filed September 11, 2015.* | |||
Executive Separation Allowance Plan, as amended and restated effective as of January 1, 2018** | Filed as Exhibit 10.1 to our Current Report on Form 8-K filed February 7, 2018.* | |||
Deferred Compensation Plan for Non-Employee Directors, as amended and restated as of January 1, 2012.** | Filed as Exhibit 10-B to our Annual Report on Form 10-K for the year ended December 31, 2011.* | |||
2014 Stock Plan for Non-Employee Directors** | Filed as Exhibit 10-C to our Annual Report on Form 10-K for the year ended December 31, 2013.* | |||
Benefit Equalization Plan, as amended and restated effective as of January 1, 2018.** | Filed as Exhibit 10.2 to our Current Report on Form 8-K filed February 7, 2018.* | |||
Description of financial counseling services provided to certain executives.** | Filed as Exhibit 10-F to our Annual Report on Form 10-K for the year ended December 31, 2002.* |
Designation | Description | Method of Filing | ||
Defined Benefit Supplemental Executive Retirement Plan, as amended and restated effective as of January 1, 2018.** | Filed as Exhibit 10.3 to our Current Report on Form 8-K filed February 7, 2018.* | |||
Defined Contribution Supplemental Executive Retirement Plan, as amended and restated effective as of January 1, 2017.** | Filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.* | |||
Description of Director Compensation as of July 13, 2006.** | Filed as Exhibit 10-G-3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.* | |||
Amendment to Description of Director Compensation as of February 8, 2012.** | Filed as Exhibit 10-F-3 to our Annual Report on Form 10-K for the year ended December 31, 2011.* | |||
Amendment to Description of Director Compensation as of July 1, 2013.** | Filed as Exhibit 10-G-2 to our Annual Report on Form 10-K for the year ended December 31, 2013.* | |||
Amendment to Description of Director Compensation as of January 1, 2017.** | Filed as Exhibit 10-G-3 to our Annual Report on Form 10-K for the year ended December 31, 2016.* | |||
2008 Long-Term Incentive Plan.** | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.* | |||
Description of Matching Gift Program and Vehicle Evaluation Program for Non-Employee Directors.** | Filed as Exhibit 10-I to our Annual Report on Form 10-K/A for the year ended December 31, 2005.* | |||
Non-Employee Directors Life Insurance and Optional Retirement Plan as amended and restated as of December 31, 2010.** | Filed as Exhibit 10-I to our Annual Report on Form 10-K for the year ended December 31, 2010.* | |||
Exhibit 10-K | Description of Non-Employee Directors Accidental Death, Dismemberment and Permanent Total Disablement Indemnity.** | Filed as Exhibit 10-S to our Annual Report on Form 10-K for the year ended December 31, 1992.* | ||
Description of Amendment to Basic Life Insurance and Accidental Death & Dismemberment Insurance.** | Filed as Exhibit 10-K-1 to our Annual Report on Form 10-K for the year ended December 31, 2013.* | |||
Description of Compensation Arrangements for Mark Fields.** | Filed as Exhibit 10-L to our Annual Report on Form 10-K for the year ended December 31, 2014.* | |||
Executive Separation Waiver and Release Agreement between Ford Motor Company and Mark Fields dated May 21, 2017.** | Filed as Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.* | |||
Select Retirement Plan, as amended and restated effective as of January 1, 2018.** | Filed as Exhibit 10.4 to our Current Report on Form 8-K filed February 7, 2018.* | |||
Deferred Compensation Plan, as amended and restated as of December 31, 2010.** | Filed as Exhibit 10-M to our Annual Report on Form 10-K for the year ended December 31, 2010.* | |||
Suspension of Open Enrollment in Deferred Compensation Plan.** | Filed as Exhibit 10-M-1 to our Annual Report on Form 10-K for the year ended December 31, 2009.* | |||
Annual Incentive Compensation Plan, as amended and restated as of March 1, 2008.** | Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.* | |||
Amendment to the Ford Motor Company Annual Incentive Compensation Plan (effective as of December 31, 2008).** | Filed as Exhibit 10-N-1 to our Annual Report on Form 10-K for the year ended December 31, 2008.* | |||
Annual Incentive Compensation Plan, as amended and restated effective as of March 1, 2018.** | Filed with this Report.# | |||
Annual Incentive Compensation Plan Metrics for 2016.** | Filed as Exhibit 10-O-4 to our Annual Report on Form 10-K for the year ended December 31, 2015.* | |||
Annual Incentive Compensation Plan Metrics for 2017.** | Filed as Exhibit 10-O-4 to our Annual Report on Form 10-K for the year ended December 31, 2016.* | |||
Performance-Based Restricted Stock Unit Metrics for 2013.** | Filed as Exhibit 10-N-9 to our Annual Report on Form 10-K for the year ended December 31, 2012.* | |||
Performance-Based Restricted Stock Unit Metrics for 2014.** | Filed as Exhibit 10-O-9 to our Annual Report on Form 10-K for the year ended December 31, 2013.* | |||
Performance-Based Restricted Stock Unit Metrics for 2015.** | Filed as Exhibit 10-O-11 to our Annual Report on Form 10-K for the year ended December 31, 2014.* | |||
Performance-Based Restricted Stock Unit Metrics for 2016.** | Filed as Exhibit 10-O-9 to our Annual Report on Form 10-K for the year ended December 31, 2015.* | |||
Performance-Based Restricted Stock Unit Metrics for 2017.** | Filed as Exhibit 10-O-10 to our Annual Report on Form 10-K for the year ended December 31, 2016.* | |||
Executive Compensation Recoupment Policy.** | Filed as Exhibit 10-N-8 to our Annual Report on Form 10-K for the year ended December 31, 2010.* | |||
Incremental Bonus Description.** | Filed as Exhibit 10-N-9 to our Annual Report on Form 10-K for the year ended December 31, 2010.* | |||
1998 Long-Term Incentive Plan, as amended and restated effective as of January 1, 2003.** | Filed as Exhibit 10-R to our Annual Report on Form 10-K for the year ended December 31, 2002.* | |||
Amendment to Ford Motor Company 1998 Long-Term Incentive Plan (effective as of January 1, 2006).** | Filed as Exhibit 10-P-1 to our Annual Report on Form 10-K/A for the year ended December 31, 2005.* | |||
Form of Stock Option Terms and Conditions for Long-Term Incentive Plan.** | Filed with this Report.# |
Designation | Description | Method of Filing | ||
Form of Stock Option Agreement for Long-Term Incentive Plan.** | Filed with this Report.# | |||
Form of Stock Option Agreement (ISO) for Long-Term Incentive Plan.** | Filed with this Report.# | |||
Form of Stock Option Agreement (U.K. NQO) for Long-Term Incentive Plan.** | Filed with this Report.# | |||
Form of Stock Option (U.K.) Terms and Conditions for Long-Term Incentive Plan.** | Filed with this Report.# | |||
Form of Restricted Stock Grant Letter.** | Filed with this Report.# | |||
Form of Final Award Notification Letter for Performance-Based Restricted Stock Units.** | Filed with this Report.# | |||
Form of Annual Equity Grant Letter V.1.** | Filed with this Report.# | |||
Form of Annual Equity Grant Letter V.2.** | Filed with this Report.# | |||
Long-Term Incentive Plan Restricted Stock Unit Agreement.** | Filed with this Report.# | |||
Long-Term Incentive Plan Restricted Stock Unit Terms and Conditions.** | Filed with this Report.# | |||
Form of Final Award Agreement for Performance-Based Restricted Stock Units under Long-Term Incentive Plan.** | Filed with this Report.# | |||
Form of Final Award Terms and Conditions for Performance-Based Restricted Stock Units under Long-Term Incentive Plan.** | Filed with this Report.# | |||
Form of Notification Letter for Time-Based Restricted Stock Units.** | Filed with this Report.# | |||
Agreement dated January 13, 1999 between Ford Motor Company and Edsel B. Ford II.** | Filed as Exhibit 10-X to our Annual Report on Form 10-K for the year ended December 31, 1998.* | |||
Amendment dated May 5, 2010 to the Consulting Agreement between Ford Motor Company and Edsel B. Ford II.** | Filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.* | |||
Amendment dated January 1, 2012 to the Consulting Agreement between Ford Motor Company and Edsel B. Ford II.** | Filed as Exhibit 10-P-2 to our Annual Report on Form 10-K for the year ended December 31, 2011.* | |||
Amended and Restated Relationship Agreement dated April 30, 2015 between Ford Motor Company and Ford Motor Credit Company LLC. | Filed as Exhibit 10.2 to our Current Report on Form 8-K filed May 1, 2015.* | |||
Form of Trade Secrets/Non-Compete Statement between Ford and certain of its Executive Officers.** | Filed as Exhibit 10-V to our Annual Report on Form 10-K for the year ended December 31, 2003.* | |||
Arrangement between Ford Motor Company and William C. Ford, Jr., dated February 24, 2009.** | Filed as Exhibit 10-V to our Annual Report on Form 10-K for the year ended December 31, 2008.* | |||
2015 Incentive Compensation Grants - Exclusion of Pension & OPEB Accounting Change.** | Filed as Exhibit 10-U to our Annual Report on Form 10-K for the year ended December 31, 2015.* | |||
Description of Company Practices regarding Club Memberships for Executives.** | Filed as Exhibit 10-BB to our Annual Report on Form 10-K for the year ended December 31, 2006.* | |||
Accession Agreement between Ford Motor Company and James D. Farley, Jr. as of October 9, 2007.** | Filed as Exhibit 10-W to our Annual Report on Form 10-K for the year ended December 31, 2012.* | |||
Form of James D. Farley, Jr. Agreement Amendment, effective as of October 12, 2008.** | Filed as Exhibit 10-W-1 to our Annual Report on Form 10-K for the year ended December 31, 2012.* | |||
Amended and Restated Credit Agreement dated as of November 24, 2009. | Filed as Exhibit 99.2 to our Current Report on Form 8-K filed November 25, 2009.* | |||
Seventh Amendment dated as of March 15, 2012 to our Credit Agreement dated as of December 15, 2006, as amended and restated as of November 24, 2009, and as further amended. | Filed as Exhibit 99.2 to our Current Report on Form 8-K filed March 15, 2012.* | |||
Ninth Amendment dated as of April 30, 2013 to our Credit Agreement dated as of December 15, 2006, as amended and restated as of November 24, 2009, and as further amended. | Filed as Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.* | |||
Tenth Amendment dated as of April 30, 2014 to our Credit Agreement dated as of December 15, 2006, as amended and restated as of November 24, 2009, and as further amended. | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.* | |||
Eleventh Amendment dated as of April 30, 2015 to our Credit Agreement dated as of December 15, 2006, as amended and restated as of November 24, 2009, as amended and restated as of April 30, 2014, and as further amended, including the Third Amended and Restated Credit Agreement. | Filed as Exhibit 10.1 to our Current Report on Form 8-K filed May 1, 2015.* |
Designation | Description | Method of Filing | ||
Twelfth Amendment dated as of April 29, 2016 to our Credit Agreement dated as of December 15, 2006, as amended and restated as of November 24, 2009, as amended and restated as of April 30, 2014, and as further amended and restated as of April 30, 2015. | Filed as Exhibit 10 to our Current Report on Form 8-K filed April 29, 2016.* | |||
Thirteenth Amendment dated as of April 28, 2017 to our Credit Agreement dated as of December 15, 2006, as amended and restated as of November 24, 2009, as amended and restated as of April 30, 2014, and as further amended and restated as of April 30, 2015. | Filed as Exhibit 10 to our Current Report on Form 8-K filed April 28, 2017.* | |||
Loan Arrangement and Reimbursement Agreement between Ford Motor Company and the U.S. Department of Energy dated as of September 16, 2009. | Filed as Exhibit 10.1 to our Current Report on Form 8-K filed September 22, 2009.* | |||
Note Purchase Agreement dated as of September 16, 2009 among the Federal Financing Bank, Ford Motor Company, and the U.S. Secretary of Energy. | Filed as Exhibit 10.2 to our Current Report on Form 8-K filed September 22, 2009.* | |||
Calculation of Ratio of Earnings to Fixed Charges. | Filed with this Report.# | |||
List of Subsidiaries of Ford as of January 31, 2018. | Filed with this Report.# | |||
Consent of Independent Registered Public Accounting Firm. | Filed with this Report.# | |||
Consent of Independent Accountants regarding opinion in Exhibit 99. | Filed with this Report.## | |||
Powers of Attorney. | Filed with this Report.# | |||
Rule 15d-14(a) Certification of CEO. | Filed with this Report.# | |||
Rule 15d-14(a) Certification of CFO. | Filed with this Report.# | |||
Rule 15d-14(a) Certification of CEO. | Filed with this Report.## | |||
Rule 15d-14(a) Certification of CFO. | Filed with this Report.## | |||
Section 1350 Certification of CEO. | Furnished with this Report.# | |||
Section 1350 Certification of CFO. | Furnished with this Report.# | |||
Section 1350 Certification of CEO. | Furnished with this Report.## | |||
Section 1350 Certification of CFO. | Furnished with this Report.## | |||
Financial Statements of Changan Ford Automobile Corporation Limited. | Filed 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. | ***# |
# | Incorporated by reference to the corresponding exhibit to the Original 10-K. |
## | Filed or furnished with the Amended 10-K. |
* | Incorporated by reference as an exhibit to this Report (file number reference 1-3950, unless otherwise indicated). |
** | Management contract or compensatory plan or arrangement. |
*** | Submitted electronically with this Report in accordance with the provisions of Regulation S-T. |
By: | /s/ John Lawler |
John Lawler, Vice President and Controller | |
(principal accounting officer) | |
Date: | March 28, 2018 |