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 TAX-EFFICIENT SAVINGS PLAN
FOR HOURLY 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 Information
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 TAX-EFFICIENT SAVINGS PLAN FOR HOURLY EMPLOYEES |
| |
|
(Name
of Plan) |
| |
|
|
| Date: June 5, 2024 |
By: |
/s/ Matthew Dupuis |
| |
|
Matthew
Dupuis,
Member,
Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees Committee
|
Ford Motor Company
Tax-Efficient Savings Plan for Hourly Employees
Financial Report
December 31, 2023
Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees
Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees
Report of Independent Registered
Public Accounting Firm
To Plan Participants and Tax-Efficient
Savings Plan for Hourly Employees Committee
Ford Motor Company Tax-Efficient Savings
Plan for Hourly 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 Tax-Efficient Savings Plan for Hourly 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 Tax-Efficient
Savings Plan for Hourly Employees
Statements of Net Assets Available for Benefits
(in thousands)
| | |
December 31 | |
| | |
2023 | | |
2022 | |
| | |
| | |
| |
| Assets | |
| | | |
| | |
| Plan interest in Ford Defined
Contribution Plans | |
$ | 7,497,761 | | |
$ | 6,358,021 | |
| Master Trust (Note 3) | |
| | | |
| | |
| | |
| | | |
| | |
| Receivables: | |
| | | |
| | |
| | |
| | | |
| | |
| Notes receivable from participants | |
| 166,649 | | |
| 153,915 | |
| Employee | |
| 5,655 | | |
| 4,178 | |
| Employer | |
| 4,439 | | |
| 2,421 | |
| Total receivables | |
| 176,743 | | |
| 160,514 | |
| | |
| | | |
| | |
| Net Assets Available for Benefits | |
$ | 7,674,504 | | |
$ | 6,518,535 | |
See Notes
to Financial Statements |
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Statement of Changes in Net Assets Available
for Benefits
Year Ended December 31, 2023
(in thousands)
| Additions | |
| |
| Contributions | |
| |
| Employee
contributions | |
$ | 316,850 | |
| Employer
contributions | |
| 165,349 | |
| | |
| | |
| Total
contributions | |
| 482,199 | |
| | |
| | |
| Net
investment gain of Plan's interest in Ford Defined Contribution Plans | |
| | |
| Master
Trust (Note 3) | |
| 1,114,541 | |
| | |
| | |
| Interest
income on notes receivable from participants | |
| 6,602 | |
| | |
| | |
| Total
additions | |
| 1,603,342 | |
| | |
| | |
| Deductions | |
| | |
| Benefits
paid to participants | |
| (422,278 | ) |
| Ford
Stock dividend payments to participants | |
| (17,464 | ) |
| Administrative &
other expenses | |
| (7,631 | ) |
| | |
| | |
| Total
deductions | |
| (447,373 | ) |
| | |
| | |
| Net
Increase in Net Assets Available for Benefits | |
| 1,155,969 | |
| | |
| | |
| Net
Assets Available for Benefits | |
| | |
| Beginning
of year | |
| 6,518,535 | |
| | |
| | |
| End
of year | |
$ | 7,674,504 | |
See Notes to Financial Statements
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial
Statements
December 31,
2023 and 2022
Note 1 - Description of the Plan
The following description of the Ford
Motor Company Tax-Efficient Savings Plan for Hourly 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 January 1, 1985.
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 hourly employees of Ford Motor Company (the “Company”) 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 hourly employees are eligible to participate in the Plan immediately after their original date of
hire. Certain other part-time and temporary employees may also be eligible to participate in the Plan. Participation in the Plan is voluntary.
Newly hired eligible employees are automatically enrolled in the Plan at an initial contribution rate of 3 percent of their base wages,
though they may elect to cancel or change their automatic enrollment rate.
Contributions
and Vesting - Participants can contribute a percentage of their base pay and overtime 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 Profit Sharing Plan and certain other bonuses to the Plan on a pre-tax or Roth basis. Pre-tax
contributions are excluded from the participant’s federal and most state and local taxable income. Employees are immediately 100
percent vested in their contributions to the Plan.
Subject to provisions of the Plan, participants
may elect to roll over amounts from other eligible retirement plans in accordance with the Internal Revenue Code of 1986, as amended
(the "Code"). For the year ended December 31, 2023, rollovers from other eligible retirement plans totaled $3.1 million,
which are included in employee contributions in the statement of changes in net assets available for benefits.
Certain (as defined) employees hired
or rehired beginning November 19, 2007 may be immediately eligible to receive Supplemental Contributions and/or Retirement Contributions
(collectively, “Company Contributions”). Eligible employees receive Supplemental Contributions of $1.00 for every eligible
compensated hour up to 40 hours per week. Eligible employees receive Retirement Contributions of 6.4 percent of eligible wages up to
40 hours per week through October 22, 2023 and 10.0 percent thereafter. Employees become 100 percent vested in their Company Contributions
three years from their original hire date.
Per the 2019 Collective Bargaining Agreement
between the Company and the UAW, employees not eligible for Retirement Contributions (eligible for a pension plan instead) were given
a one-time $1,000 Company contribution into their TESPHE account on January 31, 2020.
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. Supplemental Contributions may not be withdrawn by participants
until termination of employment or until they reach 59-1/2 years of age. Retirement Contributions may not be withdrawn by participants
until termination of employment.
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial
Statements
December 31,
2023 and 2022
Note 1 - Description of the Plan (Continued)
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 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 and Company 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).
Transfers
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.
A participant is eligible
to take out one note receivable per calendar year, and to have up to four notes receivable outstanding at any one time. 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.
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 73.3 and 68.4
million shares of Company stock
as of December 31, 2023 and 2022 respectively. Net purchases/(sales) of Company stock was $97.7 million.
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial
Statements
December 31,
2023 and 2022
Note 2 - Summary of Significant Accounting Policies
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.
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.
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 balance 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 allowances 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.
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial Statement
December 31, 2023 and 2022
Note 2 - Summary of Significant Accounting Policies (Continued)
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.
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.
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial
Statements
December 31,
2023 and 2022
Note 2 - Summary of Significant Accounting Policies (Continued)
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.
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 would 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
Notes to Financial Statements
December 31, 2023 and 2022
Note 3 - The Master Trust (Continued)
| · | 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.
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 | | |
$ | 116,212 | | |
$ | 489,534 | | |
$ | 105,990 | |
| Ford Stock Fund | |
| 1,909,242 | | |
| 901,676 | | |
| 1,737,702 | | |
| 803,954 | |
| Common and
commingled institutional pools | |
| 18,000,671 | | |
| 5,465,842 | | |
| 14,878,387 | | |
| 4,358,074 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total Investments at Fair Value | |
| 20,419,620 | | |
| 6,483,730 | | |
| 17,105,623 | | |
| 5,268,018 | |
| | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Investments
at Contract value - Interest Income Fund | |
| 2,658,743 | | |
| 1,014,031 | | |
| 3,126,739 | | |
| 1,090,003 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total Investments | |
| 23,078,363 | | |
| 7,497,761 | | |
| 20,232,362 | | |
| 6,358,021 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other Assets/(Liabilities)
- Net (2) | |
| (1,816 | ) | |
| - | | |
| (3,324 | ) | |
| - | |
| Total
Net Assets | |
$ | 23,076,547 | | |
$ | 7,497,761 | | |
$ | 20,229,038 | | |
$ | 6,358,021 | |
(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.
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial
Statements
December 31,
2023 and 2022
Note 3 - The Master Trust (Continued)
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.
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 Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial
Statements
December 31,
2023 and 2022
Note 4 - Fair Value Disclosures (Continued)
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 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.
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 Tax-Efficient
Savings Plan for Hourly 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 primarily 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 Tax-Efficient
Savings Plan for Hourly 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 May 9, 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 $57.4 million higher and $73.0 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 $15.5
million.
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Schedule of Assets (Held at End
of Year)
Form 5500, Schedule H, Item
4i
EIN 38-0549190, Plan 025
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 | |
- | | |
$ | 166,648,620 | |
| * | |
Denotes
party-in-interest to the Plan |
Schedule
1
Exhibit 23
Consent of Independent Registered Public Accounting
Firm
Ford Motor Company Tax-Efficient Savings Plan for Hourly
Employees
Dearborn, Michigan
We hereby consent to the incorporation
by reference in the Registration Statement on Form S-8 (Nos. 333-138821, 333-153816, and 333-156631) of Ford Motor Company of our
report dated June 5, 2024, relating to the financial statements and supplemental schedule of Ford Motor Company Tax-Efficient Savings
Plan for Hourly 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
Ford Motor (NYSE:F)
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から 10 2024 まで 12 2024
Ford Motor (NYSE:F)
過去 株価チャート
から 12 2023 まで 12 2024
