福特汽車公司Ford Motor Company (F) 2015年年度報告「NYSE」.pdf

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1、2015 Annual ReportFord Motor CompanyFord Motor CompanyOne American RoadDearborn,MI Printed in U.S.A.10%post-consumer waste paper.Ford encourages you to please recycle this document.Ford Motor Company 2015 Annual ReportDELIVERING PR OFITABLE GR OW TH F OR ALLCFEC-00061_2015_Corporate_Annual_Report_Co

2、ver_spread_R12.indd 13/2/16 10:53 AMOperating HighlightsKey Metrics(in billions,except for percentages)2015 2014Automotive Revenue$140.6$135.8Operating margin(a)6.8%4.6%Operating-related cash flow(b)$7.3$3.6Ford Credit Pre-tax profit$2.1$1.9Total CompanyPre-tax profit(b)$10.8$7.3Amounts Attributable

3、 to Ford Motor Company(in millions)Net income$7,373$1,231Cash and Spending(in billions)Automotive cash at year end Automotive cash(c)$23.6$21.7 Cash net of Automotive debt10.8 7.9Automotive capital spending$7.1$7.4Shareholder Value(per share)Dividends paid$0.60$0.50(a)Automotive operating margin is

4、defined as Automotive pre-tax results,excluding special items and Other Automotive,divided by Automotive revenue.(b)Excludes special items;reconciliation to GAAP for full-year 2014 and 2015 provided in“Results of Operations”and“Liquidity and Capital Resources.”(c)Automotive cash includes cash,cash e

5、quivalents,and marketable securities net of securities-in-transit.On the CoverLINCOLN CONTINENTALThe Lincoln Motor Company heralds the return of its flagship the all-new Lincoln Continental an elegant,effortlessly powerful,serene full-size sedan that delivers quiet luxury to the industrys most disce

6、rning customers.The all-new Continental delivers on our Lincoln commitment to introduce four all-new luxury vehicles over four years,joining MKZ,MKC and MKX.Its design is thoroughly modern,with a new signature grille and an athletic profile that is both dynamic and progressive.Also available is an a

7、ll-new Lincoln-exclusive 3.0-liter twin-turbocharged V6 engine,as well as technologies that can help create better,safer drivers.Globally,2015 was a year of growth for the Lincoln brand.Sales grew by 17 percent and we delivered our second straight year of U.S.sales growth.Lincolns are sold in North

8、America,China,South Korea,the Middle East and Central America.Lincoln became the first luxury brand in China to surpass 10,000 unit sales in its first full year of operation.Pictured on the back cover clockwise from the top are the Ford GT supercar,Ford Focus Electric,Ford F-150,autonomous vehicle t

9、esting with Ford Fusion Hybrid,Ford Explorer,the home screen for the revolutionary new FordPass and Ford Ranger.Visit our online annual report for detailed company information and visual content at:PRIORITIES:One Ford Acceleration Product Excellence Delivered With Passion Innovation In Every Part Of

10、 Our Business UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,DC 20549FORM 10-K(Mark One)Annual report pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 For the fiscal year ended December 31,2015 orTransition report pursuant to Section 13 or 15(d)of the Securities Excha

11、nge Act of 1934 For the transition period from _ to _ Commission file number 1-3950 Ford Motor Company(Exact name of Registrant as specified in its charter)Delaware38-0549190(State of incorporation)(I.R.S.Employer Identification No.)One American Road,Dearborn,Michigan48126(Address of principal execu

12、tive offices)(Zip Code)313-322-3000(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each class Name of each exchange on which registered*Common Stock,par value$.01 per share New York Stock Exchange_*In addition,shares of Common Stoc

13、k of Ford are listed on certain stock exchanges in Europe.Securities registered pursuant to Section 12(g)of the Act:None.Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not requir

14、ed to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No Indicate by check mark if the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant

15、 was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data File required to be submitted and posted pu

16、rsuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit and post such files).Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(229.405 of th

17、is chapter)is not contained herein,and will not be contained,to the best of registrants knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.Indicate by check mark whether the registrant is a large accelera

18、ted filer,an accelerated filer,a non-accelerated filer,or a smaller reporting company.See definitions of“large accelerated filer,”“accelerated filer,”and“smaller reporting company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting comp

19、any Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No As of June 30,2015,Ford had outstanding 3,899,403,544 shares of Common Stock and 70,852,076 shares of Class B Stock.Based on the New York Stock Exchange Composite Transaction closing pric

20、e of the Common Stock on that date($15.01 per share),the aggregate market value of such Common Stock was$58,530,047,195.Although there is no quoted market for our Class B Stock,shares of Class B Stock may be converted at any time into an equal number of shares of Common Stock for the purpose of effe

21、cting the sale or other disposition of such shares of Common Stock.The shares of Common Stock and Class B Stock outstanding at June 30,2015 included shares owned by persons who may be deemed to be“affiliates”of Ford.We do not believe,however,that any such person should be considered to be an affilia

22、te.For information concerning ownership of outstanding Common Stock and Class B Stock,see the Proxy Statement for Fords Annual Meeting of Stockholders currently scheduled to be held on May 12,2016(our“Proxy Statement”),which is incorporated by reference under various Items of this Report as indicate

23、d below.As of February 4,2016,Ford had outstanding 3,898,661,179 shares of Common Stock and 70,852,076 shares of Class B Stock.Based on the New York Stock Exchange Composite Transaction closing price of the Common Stock on that date($11.53 per share),the aggregate market value of such Common Stock w

24、as$44,951,563,394.DOCUMENTS INCORPORATED BY REFERENCEDocument Where IncorporatedProxy 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.Exhibit Index begins on page

25、93iFORD MOTOR COMPANYANNUAL REPORT ON FORM 10-KFor the Year Ended December 31,2015 Table of ContentsPage Part I Item 1BusinessOverviewAutomotive SectorFinancial Services SectorGovernmental StandardsEmployment DataEngineering,Research,and DevelopmentItem 1ARisk FactorsItem 1BUnresolved Staff Comments

26、Item 2PropertiesItem 3Legal ProceedingsItem 4Mine Safety DisclosuresItem 4AExecutive Officers of FordPart IIItem 5Market for Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecuritiesItem 6Selected Financial DataItem 7Managements Discussion and Analysis of Financial Condition

27、 and Results of OperationsOverviewResults of OperationsAutomotive SectorFinancial Services SectorLiquidity and Capital Resources2015 Planning Assumptions and Key MetricsProduction VolumesOutlookCritical Accounting EstimatesAccounting Standards Issued But Not Yet AdoptedAggregate Contractual Obligati

28、onsItem 7AQuantitative and Qualitative Disclosures About Market RiskOverviewAutomotive SectorFinancial Services SectorItem 8Financial Statements and Supplementary DataItem 9Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9AControls and ProceduresItem 9BOther

29、InformationPart IIIItem 10Directors,Executive Officers of Ford,and Corporate GovernanceItem 11Executive CompensationItem 12Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder MattersItem 13Certain Relationships and Related Transactions,and Director IndependenceItem

30、14Principal Accounting Fees and Services122671111121920222324252627273437616575757679858687878789909091919292929292iiTable of Contents(continued)Part IVItem 15Exhibits and Financial Statement SchedulesSignaturesFord Motor Company and Subsidiaries Financial StatementsReport of Independent Registered

31、Public Accounting FirmConsolidated Income StatementConsolidated Statement of Comprehensive IncomeSector Income StatementConsolidated Balance SheetSector Balance SheetConsolidated Statement of Cash FlowsSector Statement of Cash FlowsConsolidated Statement of EquityNotes to the Financial StatementsSch

32、edule II Valuation and Qualifying Accounts9397FS-1FS-2FS-2FS-3FS-4FS-5FS-6FS-7FS-8FS-9FSS-11PART I.ITEM 1.Business.Ford Motor Company was incorporated in Delaware in 1919.We acquired the business of a Michigan company,also known as Ford Motor Company,which had been incorporated in 1903 to produce an

33、d sell automobiles designed and engineered by Henry Ford.We are a global automotive and mobility company based in Dearborn,Michigan.With about 199,000 employees and 67 plants worldwide,our core business includes designing,manufacturing,marketing,financing,and servicing a full line of Ford cars,truck

34、s,SUVs,and electrified vehicles,as well as Lincoln luxury vehicles.At the same time,we are aggressively pursuing emerging opportunities through Ford Smart Mobility,our plan to be a leader in connectivity,mobility,autonomous vehicles,the customer experience,and data and analytics.We provide financial

35、 services through Ford Motor Credit Company LLC(“Ford Credit”).In addition to the information about Ford and our subsidiaries contained in this Annual Report on Form 10-K for the year ended December 31,2015(“2015 Form 10-K Report”or“Report”),extensive information about our Company can be found at ht

36、tp:/,including information about our management team,our brands and products,and our corporate governance principles.The corporate governance information on our website includes our Corporate Governance Principles,Code of Ethics for Senior Financial Personnel,Code of Ethics for the Board of Director

37、s,Code of Corporate Conduct for all employees,and the Charters for each of the Committees of our Board of Directors.In addition,any amendments to our Code of Ethics or waivers granted to our directors and executive officers will be posted on our corporate website.All of these documents may be access

38、ed by going to our corporate website,or may be obtained free of charge by writing to our Shareholder Relations Department,Ford Motor Company,One American Road,P.O.Box 1899,Dearborn,Michigan 48126-1899.Our recent periodic reports filed with the Securities and Exchange Commission(“SEC”)pursuant to Sec

39、tion 13(a)or 15(d)of the Securities Exchange Act of 1934,as amended,are available free of charge at http:/.This includes recent Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q,and Current Reports on Form 8-K,as well as any amendments to those Reports.Recent Section 16 filings made with th

40、e SEC by the Company or any of our executive officers or directors with respect to our Common Stock also are made available free of charge through our website.We post each of these documents on our website as soon as reasonably practicable after it is electronically filed with the SEC.Our reports fi

41、led with the SEC also may be found on the SECs website at www.sec.gov.The foregoing information regarding our website and its content is for convenience only and not deemed to be incorporated by reference into this Report nor filed with the SEC.Item 1.Business(Continued)2OVERVIEWSegments.We review a

42、nd present our business results in two sectors:Automotive and Financial Services.Within these sectors,our business is divided into reportable segments(referred to herein as“segments,”“business units,”or“regions”)based on the organizational structure that we use to evaluate performance and make decis

43、ions on resource allocation,as well as availability and materiality of separate financial results consistent with that structure.The reportable segments within our Automotive and Financial Services sectors at December 31,2015 were as described in the table below:Business SectorReportable SegmentsDes

44、criptionAutomotive:North AmericaPrimarily includes the sale of Ford and Lincoln vehicles,service parts,andaccessories in North America(the United States,Canada,and Mexico),together with the associated costs to develop,manufacture,distribute,andservice the vehicles,parts,and accessories.South America

45、Primarily includes the sale of Ford vehicles,service parts,and accessories inSouth America,together with the associated costs to develop,manufacture,distribute,and service the vehicles,parts,and accessories.EuropePrimarily includes the sale of Ford vehicles,components,service parts,andaccessories in

46、 Europe,Turkey,and Russia,together with the associated coststo develop,manufacture,distribute,and service the vehicles,parts,andaccessories.Middle East&AfricaPrimarily includes the sale of Ford and Lincoln vehicles,service parts,andaccessories in the Middle East and Africa,together with the associat

47、ed costs todevelop,manufacture,distribute,and service the vehicles,parts,andaccessories.Asia PacificPrimarily includes the sale of Ford and Lincoln vehicles,service parts,andaccessories in the Asia Pacific region,together with the associated costs todevelop,manufacture,distribute,and service the veh

48、icles,parts,andaccessories.Financial Services:Ford CreditPrimarily includes vehicle-related financing and leasing activities.AUTOMOTIVE SECTORGeneralOur vehicle brands are Ford and Lincoln.In 2015,we sold approximately 6,635,000 vehicles at wholesale throughout the world.See“Item 7.Managements Discu

49、ssion and Analysis of Financial Condition and Results of Operations”(“Item 7”)for discussion of our calculation of wholesale unit volumes.Substantially all of our vehicles,parts,and accessories are sold through distributors and dealers(collectively,“dealerships”),the substantial majority of which ar

50、e independently owned.At December 31,2015,the approximate number of dealerships worldwide distributing our vehicle brands was as follows:BrandNumber of Dealerships at December 31,2015Ford10,727Ford-Lincoln(combined)884Lincoln360Total11,971We do not depend on any single customer or a few customers to

51、 the extent that the loss of such customers would have a material adverse effect on our business.In addition to the products we sell to our dealerships for retail sale,we also sell vehicles to our dealerships for sale to fleet customers,including commercial fleet customers,daily rental car companies

52、,and governments.We also sell parts and accessories,primarily to our dealerships(which in turn sell these products to retail customers)and to authorized parts distributors(which in turn primarily sell these products to retailers).We also offer extended service contracts.The worldwide automotive indu

53、stry is affected significantly by general economic conditions over which we have little control.Vehicles are durable goods,and consumers have latitude in determining whether and when to replace an existing vehicle.The decision whether to purchase a vehicle may be affected significantly by slowing ec

54、onomic growth,Item 1.Business(Continued)3geopolitical events,and other factors(including the cost of purchasing and operating cars and trucks and the availability and cost of financing and fuel).As we have seen in the United States and Europe,in particular,the number of cars and trucks sold may vary

55、 substantially from year to year.Further,the automotive industry is a highly competitive business that has a wide and growing variety of product offerings from a growing number of manufacturers.Our wholesale unit volumes vary with the level of total industry demand and our share of that industry dem

56、and.Our wholesale unit volumes also are influenced by the level of dealer inventory.Our share is influenced by how our products are perceived in comparison to those offered by other manufacturers based on many factors,including price,quality,styling,reliability,safety,fuel efficiency,functionality,a

57、nd reputation.Our share also is affected by the timing and frequency of new model introductions.Our ability to satisfy changing consumer preferences with respect to type or size of vehicle,as well as design and performance characteristics,affects our sales and earnings significantly.As with other ma

58、nufacturers,the profitability of our business is affected by many factors,including:Wholesale unit volumes Margin of profit on each vehicle sold-which in turn is affected by many factors,such as:Market factors-volume and mix of vehicles and options sold,and net pricing(reflecting,among other factors

59、,incentive programs)Costs of components and raw materials necessary for production of vehiclesCosts for customer warranty claims and additional service actionsCosts for safety,emissions,and fuel economy technology and equipment A high proportion of relatively fixed structural costs,so that small cha

60、nges in wholesale unit volumes can significantly affect overall profitabilityOur industry has a very competitive pricing environment,driven in part by industry excess capacity,which is concentrated in Europe and Asia but affects other markets because much of this capacity can be redirected to other

61、markets.The decline in the value of the yen during the past four years also has contributed significantly to competitive pressures in many of our markets.For the past several decades,manufacturers typically have given price discounts and other marketing incentives to maintain market share and produc

62、tion levels.A discussion of our strategies to compete in this pricing environment is set forth in the“Overview”section in Item 7.Competitive Position.The worldwide automotive industry consists of many producers,with no single dominant producer.Certain manufacturers,however,account for the major perc

63、entage of total sales within particular countries,especially their countries of origin.Key competitors with global presence include Fiat Chrysler Automobiles,General Motors Company,Honda Motor Company,Hyundai-Kia Automotive Group,PSA Peugeot Citroen,Renault-Nissan B.V.,Suzuki Motor Corporation,Toyot

64、a Motor Corporation,and Volkswagen AG Group.Seasonality.We generally record the sale of a vehicle(and recognize revenue)when it is produced and shipped or delivered to our customer(i.e.,the dealership).See the“Overview”section in Item 7 for additional discussion of revenue recognition practices.We m

65、anage our vehicle production schedule based on a number of factors,including retail sales(i.e.,units sold by our dealerships to their customers at retail)and dealer stock levels(i.e.,the number of units held in inventory by our dealerships for sale to their customers).Historically,we have experience

66、d some seasonal fluctuation in the business,with production in many markets tending to be higher in the first half of the year to meet demand in the spring and summer(typically the strongest sales months of the year).Raw Materials.We purchase a wide variety of raw materials from numerous suppliers a

67、round the world for use in production of our vehicles.These materials include base metals(e.g.,steel,iron castings,and aluminum),precious metals(e.g.,palladium),energy(e.g.,natural gas),and plastics/resins(e.g.,polypropylene).We believe we have adequate supplies or sources of availability of raw mat

68、erials necessary to meet our needs.There always are risks and uncertainties with respect to the supply of raw materials,however,which could impact availability in sufficient quantities to meet our needs.See the“Overview”section of Item 7 for a discussion of commodity and energy price trends,and“Item

69、 7A.Quantitative and Qualitative Disclosures about Market Risk”(“Item 7A”)for a discussion of commodity price risks.Backlog Orders.We generally produce and ship our products on average within approximately 20 days after an order is deemed to become firm.Therefore,no significant amount of backlog ord

70、ers accumulates during any period.Item 1.Business(Continued)4Intellectual Property.We own or hold licenses to use numerous patents,copyrights,and trademarks on a global basis.Our policy is to protect our competitive position by,among other methods,filing U.S.and international patent applications to

71、protect technology and improvements that we consider important to the development of our business.We have generated a large number of patents,and expect this portfolio to continue to grow as we actively pursue additional technological innovation.We have approximately 38,500 active patents and pendin

72、g patent applications globally,with an average age for patents in our active patent portfolio of just over five years.In addition to this intellectual property,we also rely on our proprietary knowledge and ongoing technological innovation to develop and maintain our competitive position.Although we

73、believe these patents,patent applications,and know-how,in the aggregate,are important to the conduct of our business,and we obtain licenses to use certain intellectual property owned by others,none is individually considered material to our business.We also own numerous trademarks and service marks

74、that contribute to the identity and recognition of our Company and its products and services globally.Certain of these marks are integral to the conduct of our business,a loss of any of which could have a material adverse effect on our business.Warranty Coverage,Field Service Actions,and Customer Sa

75、tisfaction Actions.We provide warranties on vehicles we sell.Warranties are offered for specific periods of time and/or mileage,and vary depending upon the type of product and the geographic location of its sale.Pursuant to these warranties,we will repair,replace,or adjust all parts on a vehicle tha

76、t are defective in factory-supplied materials or workmanship during the specified warranty period.In addition to the costs associated with this warranty coverage provided on our vehicles,we also incur costs as a result of field service actions(i.e.,safety recalls,emission recalls,and other product c

77、ampaigns),and for customer satisfaction actions.For additional information regarding warranty and related costs,see“Critical Accounting Estimates”in Item 7 and Note 27 of the Notes to the Financial Statements.Item 1.Business(Continued)5Industry Volume,Market Share,and WholesalesOur industry volume,m

78、arket share,and wholesale unit volume in each region and in certain key markets within each region during the past three years were as follows:Industry Volume(a)Market Share(b)Wholesales(c)(in millions of units)(as a percentage)(in thousands of units)201520142013201520142013201520142013United States

79、17.816.815.914.7%14.7%15.7%2,6772,4572,608Canada1.91.91.814.415.515.9285288283Mexico1.41.21.16.76.98.0937791North America21.520.219.114.014.215.23,0732,8423,006Brazil2.63.53.810.4%9.4%9.4%250320364Argentina0.60.70.914.814.112.69494118South America4.25.35.99.68.98.9381463538Britain3.12.82.614.3%14.4%

80、14.6%447425379Germany3.53.43.37.37.16.9261237227Russia1.62.52.82.42.63.83857105Turkey1.00.80.912.611.712.912891114Europe(d)19.218.618.37.77.27.31,5301,3871,317Middle East&Africa4.34.33.94.5%4.6%5.0%187192199China(e)25.124.022.24.5%4.5%4.1%1,1601,116936Australia1.21.11.16.17.27.7718085India3.43.23.32

81、.12.42.5787780ASEAN(f)3.03.23.53.33.12.7949499Asia Pacific(g)40.539.737.83.53.53.31,4641,4391,270Global89.588.185.07.3%7.1%7.3%N/AN/AN/ATotal CompanyN/AN/AN/AN/AN/AN/A6,6356,3236,330_(a)Industry volume is an internal estimate based on publicly-available data collected from various government,private

82、,and public sources around the globe and is based,in part,on estimated vehicle registrations.(b)Market share represents reported retail sales of our brands as a percent of total industry volume in the relevant market or region.Market share is based,in part,on estimated vehicle registrations;includes

83、 medium and heavy trucks.(c)Wholesale unit volume includes sales of medium and heavy trucks.Wholesale unit volume includes all Ford and Lincoln badged units(whether produced by Ford or by an unconsolidated affiliate)that are sold to dealerships,units manufactured by Ford that are sold to other manuf

84、acturers,units distributed for other manufacturers,and local brand units produced by our unconsolidated Chinese joint venture Jiangling Motors Corporation,Ltd.(“JMC”)that are sold to dealerships.Vehicles sold to daily rental car companies that are subject to a guaranteed repurchase option(i.e.,renta

85、l repurchase),as well as other sales of finished vehicles for which the recognition of revenue is deferred(e.g.,consignments),also are included in wholesale unit volume.Revenue from certain vehicles in wholesale unit volume(specifically,Ford badged vehicles produced and distributed by our unconsolid

86、ated affiliates,as well as JMC brand vehicles)are not included in our revenue.(d)Amounts shown are based on total Europe.We previously reported these amounts on a Europe 20 basis,which consisted of Austria,Belgium,Czech Republic,Denmark,Finland,France,Germany,Greece,Hungary,Ireland,Italy,Netherlands

87、,Norway,Poland,Portugal,Romania,Spain,Sweden,Switzerland,and the United Kingdom.Europe 20 industry volume was 16.0 million,14.6 million,and 13.8 million in 2015,2014,and 2013,respectively.Europe 20 market share was 8.0%,7.9%,and 7.8%in 2015,2014,and 2013,respectively.(e)China industry volume and mar

88、ket share for years shown above are based on estimated wholesales.In 2016,we will begin using estimated vehicle registrations as a basis for calculating industry volume and market share.China industry volume,based on estimated vehicle registrations,was 23.5 million units in 2015.(f)ASEAN includes In

89、donesia,Philippines,Thailand,Vietnam,and Malaysia.(g)Asia Pacific market share includes Ford brand and JMC brand vehicles produced and sold by our unconsolidated affiliates.Item 1.Business(Continued)6FINANCIAL SERVICES SECTORFord Motor Credit Company LLCOur wholly-owned subsidiary Ford Credit offers

90、 a wide variety of automotive financing products to and through automotive dealers throughout the world.The predominant share of Ford Credits business consists of financing our vehicles and supporting our dealers.Ford Credit earns its revenue primarily from payments made under retail installment sal

91、e and lease contracts that it originates and purchases;interest rate supplements and other support payments from us and our subsidiaries;and payments made under dealer financing programs.As a result of these financing activities,Ford Credit has a large portfolio of finance receivables and operating

92、leases which it classifies into two portfolios“consumer”and“non-consumer.”Finance receivables and operating leases in the consumer portfolio include products offered to individuals and businesses that finance the acquisition of our vehicles from dealers for personal and commercial use.Retail financi

93、ng includes retail installment sale contracts for new and used vehicles and direct financing leases for new vehicles to retail and commercial customers including leasing companies,government entities,daily rental companies,and fleet customers.Finance receivables in the non-consumer portfolio include

94、 products offered to automotive dealers.Ford Credit makes wholesale loans to dealers to finance the purchase of vehicle inventory(i.e.,floorplan financing),as well as loans to dealers to finance working capital and improvements to dealership facilities,finance the purchase of dealership real estate,

95、and finance other dealer vehicle programs.Ford Credit also purchases receivables generated by us and our subsidiaries,primarily related to the sale of parts and accessories to dealers,receivables from Ford-related loans,and certain used vehicles from daily rental fleet companies.Ford Credit does bus

96、iness in the United States and Canada through business centers.Outside of the United States,Europe is Ford Credits largest operation.Ford Credits European operations are managed through its United Kingdom-based subsidiary,FCE Bank plc(“FCE”).Within Europe,FCEs largest markets are the United Kingdom

97、and Germany,representing 67%of FCEs finance receivables and operating leases.The following table shows Ford Credits financing shares of new Ford and Lincoln vehicles sold in the United States and new Ford vehicles sold in Europe,as well as its wholesale financing shares of new Ford and Lincoln vehic

98、les acquired by dealers in the United States(excluding fleet)and new Ford vehicles acquired by dealers in Europe:Years Ended December 31,201520142013United States-Financing ShareRetail installment and lease47%45%40%Wholesale767777Europe-Financing Share Retail installment and lease37%36%34%Wholesale9

99、89898See Item 7 and Notes 5,6,and 7 of the Notes to the Financial Statements for a detailed discussion of Ford Credits receivables,credit losses,allowance for credit losses,loss-to-receivables ratios,funding sources,and funding strategies.See Item 7A for discussion of how Ford Credit manages its fin

100、ancial market risks.We routinely sponsor special retail and lease incentives to dealers customers who choose to finance or lease our vehicles from Ford Credit.In order to compensate Ford Credit for the lower interest or lease payments offered to the retail customer,we pay the value of the incentive

101、directly to Ford Credit when it originates the retail finance or lease contract.These programs increase Ford Credits financing volume and share.See Note 2 of the Notes to the Financial Statements for information about our accounting for these programs.On April 30,2015,we entered into an Amended and

102、Restated Relationship Agreement with Ford Credit,pursuant to which,if Ford Credits managed leverage for a calendar quarter were to be higher than 11.5:1(as reported in its most recent periodic report),Ford Credit could require us to make or cause to be made a capital contribution to it in an amount

103、sufficient to have caused such managed leverage to have been 11.5:1.No capital contributions have been made pursuant to this agreement.The agreement also limits to$3 billion the amount Ford Credit may borrow under our Third Amended and Restated Credit Agreement dated as of April 30,2015.In a separat

104、e agreement with FCE,Ford Credit also has agreed to maintain FCEs net worth in excess of$500 million;no payments have been made pursuant to that agreement.Item 1.Business(Continued)7GOVERNMENTAL STANDARDSMany governmental standards and regulations relating to safety,fuel economy,emissions control,no

105、ise control,vehicle recycling,substances of concern,vehicle damage,and theft prevention are applicable to new motor vehicles,engines,and equipment manufactured for sale in the United States,Europe,and elsewhere.In addition,manufacturing and other automotive assembly facilities in the United States,E

106、urope,and elsewhere are subject to stringent standards regulating air emissions,water discharges,and the handling and disposal of hazardous substances.The most significant of the standards and regulations affecting us are discussed below:Vehicle Emissions ControlU.S.Requirements Federal Emission Sta

107、ndards.The federal Clean Air Act imposes stringent limits on the amount of regulated pollutants that lawfully may be emitted by new vehicles and engines produced for sale in the United States.In 2014,the U.S.Environmental Protection Agency(“EPA”)finalized new“Tier 3”regulations that phase in increas

108、ingly stringent motor vehicle emission standards beginning with the 2017 model year;compliance with these standards could be challenging.Compliance with automobile emission standards depends in part on the widespread availability of high-quality and consistent automotive fuels that the vehicles were

109、 designed to use.Fuel variables that can affect vehicle emissions include ethanol content,octane ratings,and the use of metallic-based fuel additives,among other things.There are various ongoing regulatory and judicial proceedings related to fuel quality at the national and state level,and the outco

110、me of these proceedings could affect vehicle manufacturers warranty costs as well as their ability to comply with vehicle emission standards.U.S.Requirements California and Other State Emission Standards.Pursuant to the Clean Air Act,California may establish its own unique vehicle emission standards

111、;the California standards can also be adopted by other states.The California Air Resources Board(“CARB”)has adopted“LEV III”standards,which took effect with the 2015 model year and impose increasingly stringent tailpipe and evaporative emissions requirements for light and medium duty vehicles.Thirte

112、en states,primarily located in the Northeast and Northwest,have adopted the LEV III standards.The California vehicle emissions program also includes requirements for manufacturers to produce and deliver for sale zero-emission vehicles(“ZEVs”).The current ZEV regulations mandate substantial annual in

113、creases in the production and sale of battery-electric,fuel cell,and plug-in hybrid vehicles,particularly for the 20182025 model years.By the 2025 model year,approximately 15%of a manufacturers total California sales volume will need to be made up of such vehicles.Compliance with ZEV rules could hav

114、e a substantial adverse effect on our sales volumes and profits.We are concerned that the market and infrastructure in California may not support the large volume of advanced-technology vehicles that manufacturers will be required to produce,especially if gasoline prices remain relatively low.We als

115、o are concerned about enforcement of the ZEV mandate in other states that have adopted Californias ZEV program,where the existence of a market for such vehicles is even less certain.CARB conducts periodic reviews of its upcoming ZEV requirements,taking into account factors such as technology develop

116、ments and market acceptance.Ford and the industry will be active participants in such reviews,with the goal of ensuring that ZEV requirements are feasible and not excessively burdensome.European Requirements.European Union(“EU”)directives and related legislation limit the amount of regulated polluta

117、nts that may be emitted by new motor vehicles and engines sold in the EU.Stringent new Stage 6 emission standards took effect for vehicle registrations starting in September 2014,with a second phase beginning in September 2017.These standards will drive the need for additional diesel exhaust after-t

118、reatment,which will add cost and potentially impact the diesel CO2 advantage.The European Commission has also proposed new Real Driving Emission(RDE)rules,which will require manufacturers to conduct on-road emission tests using portable emission analyzers.These on-road emission tests will complement

119、 the laboratory-based tests.During the initial phase,which started in January 2016,the RDE tests are used for monitoring purposes.Beginning in September 2017,manufacturers will have to reduce the divergence between the regulatory limit that is tested in laboratory conditions and the values of RDE te

120、sts(“conformity factors”).The additional costs associated with conducting the RDE tests and complying with the conformity factors are expected to be significant.Other National Requirements.Many countries,in an effort to address air quality concerns,are adopting previous versions of European or Unite

121、d Nations Economic Commission for Europe(“UN-ECE”)mobile source emission regulations.Some countries have adopted more advanced regulations based on the most recent version of European or U.S.regulations;for example,China adopted emission regulations for large cities based on European Stage V emissio

122、n standards.Korea and Taiwan have adopted very stringent U.S.-based standards for gasoline vehicles and European-based standards for diesel vehicles.Although these countries have adopted regulations based on UN-ECE or U.S.standards,there may be some unique testing provisions that require emission-co

123、ntrol systems to be redesigned for Item 1.Business(Continued)8these markets.Canadian criteria emissions regulations are aligned with U.S.Tier 2 requirements.In July 2015,the Canadian federal government amended the On-Road Vehicle and Engine Emission Regulations and the Sulphur in Gasoline Regulation

124、s to align Canadian emission standards with the U.S.Tier 3 regulations discussed above.Not all countries have adopted appropriate fuel quality standards to accompany the stringent emission standards adopted.This could lead to compliance problems,particularly if on-board diagnostic or in-use surveill

125、ance requirements are implemented.Brazil and Chile have introduced stringent emission and on-board diagnostic standards based on the European Stage 5 standards for light duty vehicles and Stage V standards for heavy duty vehicles.In Brazil,more stringent on-board diagnostic standards for diesel ligh

126、t duty vehicles will be introduced in 2017.Argentina is phasing in European Stage 5 standards for all new light duty vehicle registrations by 2017 and European Stage V standards for heavy duty vehicles by 2018.Global Developments.In September 2015,the EPA and CARB announced that they were investigat

127、ing a major competitor in connection with its alleged use of“defeat devices”in hundreds of thousands of light-duty diesel vehicles.The announcement triggered similar investigations of the competitor by regulators in other countries.Defeat devices are elements of design(typically embedded in software

128、)that improperly cause the emission control system to function less effectively during normal on-road driving than during an official laboratory emissions test,without justification.They are prohibited by law in many jurisdictions,including the United States and Europe.We do not use defeat devices i

129、n our vehicles.The investigations by the EPA and CARB of our competitor have led to increased scrutiny of automakers emission testing by regulators around the world.The EPA began carrying out additional non-standard tests as part of its vehicle certification program,following an announcement in Sept

130、ember 2015.The EU accelerated efforts to finalize its RDE testing program as described above.Several European countries,including France and Germany,are conducting non-standard emission tests and meeting with manufacturers to discuss the results.Vehicle Fuel Economy and Greenhouse Gas StandardsU.S.R

131、equirements Light Duty Vehicles.Federal law requires that light duty vehicles meet minimum corporate average fuel economy(“CAFE”)standards set by the National Highway Traffic Safety Administration(“NHTSA”).Manufacturers are subject to substantial civil penalties if they fail to meet the CAFE standar

132、d in any model year,after taking into account all available credits for the preceding three model years and expected credits for the five succeeding model years.The law requires NHTSA to promulgate and enforce separate CAFE standards applicable to each manufacturers fleet of domestic passenger cars,

133、imported passenger cars,and light duty trucks.The EPA also regulates vehicle greenhouse gas(“GHG”)emissions under the Clean Air Act.Because the vast majority of GHGs emitted by a vehicle are the result of fuel combustion,GHG emission standards effectively are fuel economy standards.Thus,it is necess

134、ary for NHTSA and EPA to coordinate with each other on their fuel economy and GHG standards,respectively,to avoid potential inconsistencies.In 2010,EPA and NHTSA jointly promulgated regulations establishing the“One National Program”of CAFE and GHG regulations for light duty vehicles for the 2012-201

135、6 model years.In 2012,EPA and NHTSA jointly promulgated regulations extending the One National Program framework through the 2025 model year.These rules require manufacturers to achieve,across the industry,a light duty fleet average fuel economy of approximately 35.5 mpg by the 2016 model year,45 mp

136、g by the 2021 model year,and 54.5 mpg by the 2025 model year.Each manufacturers specific task depends on the mix of vehicles it sells.The rules include the opportunity for manufacturers to earn credits for technologies that achieve real-world CO2 reductions,and fuel economy improvements that are not

137、 captured by EPA fuel economy test procedures.Manufacturers also can earn credits for GHG reductions not specifically tied to fuel economy,such as improvements in air conditioning systems.The One National Program standards become increasingly stringent over time,and they will be difficult to meet if

138、 fuel prices remain relatively low and market conditions do not drive consumers to purchase electric vehicles and other highly fuel-efficient vehicles in large numbers.The rules provide for a midterm evaluation process under which,by 2018,EPA and NHTSA will re-evaluate their standards for model year

139、s 20222025 in order to ensure that those standards are feasible and optimal in light of intervening events.We are particularly concerned about the commercial feasibility of meeting the 20222025 model year GHG and CAFE standards,and therefore the midterm evaluation process is very important to Ford a

140、nd the auto industry.Fords ability to comply with the 20222025 model year standards remains unclear because of the many unknowns regarding technology development,market conditions,and other factors so far Item 1.Business(Continued)9into the future.We intend to be an active participant in the midterm

141、 evaluation process for these standards.Our concern about the feasibility of the fuel economy and GHG standards also extends to some of the pre-2022 model year standards,which are not covered by the midterm evaluation.If the agencies seek to impose and enforce fuel economy and GHG standards that are

142、 misaligned with market conditions,we likely would be forced to take various actions that could have substantial adverse effects on our sales volume and profits.Such actions likely would include restricting offerings of selected engines and popular options;increasing market support programs for our

143、most fuel-efficient cars and light trucks;and ultimately curtailing the production and sale of certain vehicles such as high-performance cars,utilities,and/or full-size light trucks,in order to maintain compliance.California has asserted the right to regulate motor vehicle GHG emissions,and other st

144、ates have asserted the right to adopt the California standards.With the adoption of the federal One National Program standards discussed above,California and the other states have agreed that compliance with the federal program would satisfy compliance with any purported state GHG requirements for t

145、he 20122025 model years.This avoids a patchwork of potentially conflicting federal and state GHG standards.Should California and other states ever renew their efforts to enforce state-specific motor vehicle GHG rules,this would impose significant costs on automotive manufacturers.U.S.Requirements He

146、avy Duty Vehicles.EPA and NHTSA have jointly promulgated GHG and fuel economy standards on heavy duty vehicles(generally,vehicles over 8,500 pounds gross vehicle weight rating).In our case,the standards primarily affect our heavy duty pickup trucks and vans,plus vocational vehicles such as shuttle b

147、uses and delivery trucks.EPA and NHTSA are expected to finalize new rules in 2016 setting GHG and fuel economy standards for these vehicles,covering model years 20192027.As the heavy-duty standards increase in stringency,it may become more difficult to comply while continuing to offer a full lineup

148、of heavy duty trucks.European Requirements.In December 2008,the EU approved regulation of passenger car CO2 emissions beginning in 2012 that limits the industry fleet average to a maximum of 130 grams per kilometer(“g/km”),using a sliding scale based on vehicle weight.This regulation provides differ

149、ent targets for each manufacturer based on the respective average vehicle weight for its fleet of vehicles.Limited credits are available for CO2 off-cycle actions(“eco-innovations”),certain alternative fuels,and vehicles with CO2 emissions below 50 g/km.A penalty system will apply for manufacturers

150、failing to meet targets,with fees ranging from 5 to 95 per vehicle per g/km shortfall in the years 20122018,and 95 per g/km shortfall beginning in 2019.Pooling agreements between different manufacturers are possible,although it is not clear that these will be of much practical benefit under the regu

151、lations.Starting in 2020,an industry target of 95 g/km has been set.Other non-EU European countries are likely to follow with similar regulations.For example,Switzerland has introduced similar rules,which began phasing-in starting in July 2012 with the same targets(which likely also will include a 2

152、020 target of 95 g/km),although the industry average emission target is significantly higher.We face the risk of advance premium payment requirements if,for example,unexpected market fluctuation within a quarter negatively impact our average fleet performance.In separate legislation,“complementary m

153、easures”have been mandated,including requirements related to fuel economy indicators,and more-efficient low-CO2 mobile air conditioning systems.The EU Commission,Council and Parliament have approved a target for commercial light duty vehicles to be at an industry average of 175 g/km(with phase-in fr

154、om 20142017),and 147 g/km in 2020;it is likely that other European countries,like Switzerland,will implement similar rules but under even more difficult conditions.This regulation also provides different targets for each manufacturer based on its respective average vehicle weight in its fleet of veh

155、icles.The final mass and CO2 requirements for“multi-stage vehicles”(e.g.,our Transit chassis cabs)are fully allocated to the base manufacturer(e.g.,Ford)so that the base manufacturer is fully responsible for the CO2 performance of the final up-fitted vehicles.The EU proposal also includes a penalty

156、system,“super-credits”for vehicles below 50 g/km,and limited credits for CO2 off-cycle eco-innovations,pooling,etc.,similar to the passenger car CO2 regulation.The United Nations has a project underway to develop a new technical regulation for passenger car emissions and CO2.This new world light dut

157、y test procedure(“WLTP”)is focused primarily on better aligning laboratory CO2 and fuel consumption figures with customer-reported figures.The introduction of WLTP in Europe is likely to require updates to CO2 labeling as early as 2018 and could increase certain consumer label values.Costs associate

158、d with new or incremental testing for WLTP could be significant.The European Commission continues to apply political pressure for mandatory WLTP testing for regulated emissions and CO2 starting in September 2017.The European Commission has assured equivalent stringency to the existing fleet average

159、rules for each automobile manufacturer if the 2020 fleet average targets are required to be measured on WLTP instead of under the current European New European Driving Cycle(“NEDC”)requirements.Item 1.Business(Continued)10Some European countries have implemented or are considering other initiatives

160、for reducing CO2 vehicle emissions,including fiscal measures and CO2 labeling.For example,the United Kingdom,France,Germany,Spain,Portugal,and the Netherlands,among others,have introduced taxation based on CO2 emissions.The EU CO2 requirements are likely to trigger further measures.To limit GHG emis

161、sions,the EU directive on mobile air conditioning currently requires the replacement of the current refrigerant with a lower“global warming potential”refrigerant for new vehicle types,and for all newly registered vehicles starting in January 2017.A refrigerant change adds considerable costs along th

162、e whole manufacturing chain.Other National Requirements.The Canadian federal government has regulated vehicle GHG emissions under the Canadian Environmental Protection Act,beginning with the 2011 model year.The standards track the U.S.EPA GHG regulations for the 20122016 model years.In October 2014,

163、the Canadian federal government published the final changes to the regulation for light duty vehicles,which maintain alignment with U.S.EPA vehicle GHG standards for the 20172025 model years.The final regulation for 20142018 heavy duty vehicles was published in February 2013.In October 2014,the Cana

164、dian federal government published the Notice of Intent to regulate heavy duty vehicles and engines for model year 2019 and beyond,which tracks U.S.EPA standards.Mexico adopted fuel economy/CO2 standards,based on the U.S.One National Program framework,that took effect in 2014.Many Asia Pacific countr

165、ies(such as Australia,China,India,South Korea,Taiwan,and Vietnam)are developing or enforcing fuel efficiency or labeling targets.For example,South Korea has set fuel efficiency targets for 2020,with incentives for early adoption.China published standards for Stage IV fuel efficiency targets for 2016

166、2020.The fuel efficiency targets will impact the cost of vehicle technology in the future.In South America,Brazil introduced a voluntary vehicle energy-efficiency labeling program,indicating fuel consumption rates for all light-duty vehicles.Brazil has required inclusion of emission classification o

167、n fuel economy labels since January 2016.Brazil also published a new automotive regime establishing a minimum absolute CAFE value as a function of Fleet Corporate Average Mass for 2017 light duty vehicles with a spark ignition engine in order to qualify for industrialized products tax reduction.Addi

168、tional tax reductions are available if further fuel efficiency improvements are achieved.A severe penalty system will apply to qualified manufacturers failing to meet fuel efficiency requirements for the 20132017 sales period.Brazil reduced import tax on electric and hybrid cars.The tax rate,which w

169、as 35%,will vary from zero to 7%,depending on a vehicles energy efficiency.Chile introduced a tax based on urban fuel consumption and NOx emission for light and medium vehicles beginning in late 2014.In general,fuel efficiency targets may impact the cost of technology of our models in the future.In

170、the Middle East,the Kingdom of Saudi Arabia introduced new light duty vehicle fuel economy standards,which are patterned after the U.S.CAFE standard structure,with fuel economy targets following the design of the U.S.20122016 fuel economy standards.The standards became effective on January 1,2016 an

171、d will be fully phased in by the end of 2017.Vehicle SafetyU.S.Requirements.The National Traffic and Motor Vehicle Safety Act of 1966(the“Safety Act”)regulates vehicles and vehicle equipment in two primary ways.First,the Safety Act prohibits the sale in the United States of any new vehicle or equipm

172、ent that does not conform to applicable vehicle safety standards established by NHTSA.Meeting or exceeding many safety standards is costly,in part because the standards tend to conflict with the need to reduce vehicle weight in order to meet emission and fuel economy standards.Second,the Safety Act

173、requires that defects related to motor vehicle safety be remedied through safety recall campaigns.A manufacturer is obligated to recall vehicles if it determines the vehicles do not comply with a safety standard.Should we or NHTSA determine that either a safety defect or noncompliance issue exists w

174、ith respect to any of our vehicles,the cost of such recall campaigns could be substantial.Other National Requirements.The EU and many countries have established vehicle safety standards and regulations,and are likely to adopt additional or more stringent requirements in the future.The European Gener

175、al Safety Regulation introduced United Nations Economic Commission for Europe(“UN-ECE”)regulations,which will be required for the European Type Approval process.EU regulators also are focusing on active safety features such as lane departure warning systems,electronic stability control,and automatic

176、 brake assist.Globally,governments generally have been adopting UN-ECE based regulations with minor variations to address local concerns.Any difference between North American and UN-ECE based regulations can add complexity and costs to the development of global platform vehicles,and we continue to s

177、upport efforts to harmonize regulations to reduce vehicle design complexity while providing a common level of safety performance;several recently launched bilateral negotiations on free trade can potentially contribute to this goal.New safety and recall requirements in China,India,and Gulf Cooperati

178、on Council countries also Item 1.Business(Continued)11may add substantial costs and complexity to our global recall practice.In South America,additional safety requirements are being introduced or proposed in Argentina,Brazil,Chile,Colombia,Ecuador,and Uruguay,influenced by The New Car Assessment Pr

179、ogramme for Latin America and the Caribbean(“Latin NCAP”),which may be a driver for similar actions in other countries.In Canada,regulatory requirements are currently aligned with U.S.regulations.However,recent amendments to the Canadian Motor Vehicle Safety Act have introduced broad powers to the M

180、inister of Transport to order manufacturers to submit a notice of defect or non-compliance when the Minister considers it would be in the interest of safety.EMPLOYMENT DATAThe approximate number of individuals employed by us and entities that we consolidated as of December 31,2015 and 2014 was as fo

181、llows(in thousands):20152014Automotive North America9690South America1516Europe(a)5347Middle East&Africa33Asia Pacific2525Financial Services Ford Credit76Total199187_(a)2015 includes employees of Ford Sollers,our joint-venture in Russia that was consolidated effective March 31,2015.The year-over-yea

182、r increase in employment primarily reflects hiring in North America to support product-led growth initiatives and increased vehicle production.Substantially all of the hourly employees in our Automotive operations are represented by unions and covered by collective bargaining agreements.In the Unite

183、d States,approximately 99%of these unionized hourly employees in our Automotive sector are represented by the International Union,United Automobile,Aerospace and Agricultural Implement Workers of America(“UAW”or“United Auto Workers”).Approximately 1.5%of our U.S.salaried employees are represented by

184、 unions.Many non-management salaried employees at our operations outside of the United States also are represented by unions.In 2015,we entered into a four-year collective bargaining agreement with the UAW covering approximately 53,000 employees in the United States.The terms of the agreement provid

185、e us with opportunities to improve our productivity and put us on common footing with our domestic competitors regarding labor cost structure.Overall,including the ratification and lump sum bonuses,our U.S.labor costs are expected to increase by less than 1.5%a year during the term of the agreement.

186、In 2015,we also entered into collective bargaining agreements(covering wages,benefits and/or other employment provisions)with unions in Argentina,Brazil,France,Germany,India,Mexico,New Zealand,Romania,Taiwan,Thailand and the United Kingdom.In 2016,we will negotiate collective bargaining agreements(c

187、overing wages,benefits and/or other employment provisions)with unions in Argentina,Brazil,Canada,France,Germany,Italy,Mexico,Romania,Russia,South Africa,Taiwan and Thailand.ENGINEERING,RESEARCH,AND DEVELOPMENTWe engage in engineering,research,and development primarily to improve the performance(incl

188、uding fuel efficiency),safety,and customer satisfaction of our products,and to develop new products.Engineering,research,and development expenses for 2015,2014,and 2013 were$6.7 billion,$6.7 billion,and$6.2 billion,respectively.12ITEM 1A.Risk Factors.We have listed below(not necessarily in order of

189、importance or probability of occurrence)the most significant risk factors applicable to us:Decline in industry sales volume,particularly in the United States,Europe,or China,due to financial crisis,recession,geopolitical events,or other factors.Because we,like other manufacturers,have a high proport

190、ion of relatively fixed structural costs,relatively small changes in industry sales volume can have a substantial effect on our cash flow and profitability.If industry vehicle sales were to decline to levels significantly below our planning assumption,particularly in the United States,Europe,or Chin

191、a,due to financial crisis,recession,geopolitical events,or other factors,such as occurred during 2008 and 2009,our financial condition and results of operations would be substantially adversely affected.For discussion of economic trends,see the“Overview”section of Item 7.Decline in Fords market shar

192、e or failure to achieve growth.To maintain competitive economies of scale and grow our global market share,we must grow our market share in fast-growing newly developed and emerging markets,particularly in our Asia Pacific region and our Middle East&Africa region,as well as maintain or grow market s

193、hare in mature markets.Our market share in certain growing markets,such as China,is lower than it is in our mature markets.A significant decline in our market share in mature markets or failure to achieve growth in newly developing or emerging markets,whether due to capacity constraints,competitive

194、pressures,protectionist trade policies,or other factors,could have a substantial adverse effect on our financial condition and results of operations.Lower-than-anticipated market acceptance of Fords new or existing products or services.Although we conduct extensive market research before launching n

195、ew or refreshed vehicles and introducing new services,many factors both within and outside our control affect the success of new or existing products and services in the marketplace.Offering vehicles and services that customers want and value can mitigate the risks of increasing price competition an

196、d declining demand,but products and services that are perceived to be less desirable(whether in terms of price,quality,styling,safety,overall value,fuel efficiency,or other attributes)can exacerbate these risks.The success of Ford Smart Mobility,our plan for connectivity,mobility,autonomous vehicles

197、,the customer experience,and data and analytics,likewise depends on many factors,including the amount of capital we invest,advancements in technology,regulatory changes,and other factors that are difficult to predict that may significantly affect the future of mobility.With increased consumer interc

198、onnectedness through the internet,social media,and other media,mere allegations relating to quality,safety,fuel efficiency,corporate social responsibility,or other key attributes can negatively impact our reputation or market acceptance of our products or services,even where such allegations prove t

199、o be inaccurate or unfounded.Market shift away from sales of larger,more profitable vehicles beyond Fords current planning assumption,particularly in the United States.A shift in consumer preferences away from larger,more profitable vehicles at levels beyond our current planning assumption could res

200、ult in an immediate and substantial adverse impact on our financial condition and results of operations.Although we have a balanced portfolio of small,medium,and large cars,utilities,and trucks with competitive fuel efficiency,a shift in consumer preferences away from sales of larger,more profitable

201、 vehicles at levels greater than our current planning assumptionwhether because of spiking fuel prices,a decline in the construction industry,government actions or incentives,or other reasonsstill could have a substantial adverse effect on our financial condition and results of operations.An increas

202、e in or continued volatility of fuel prices,or reduced availability of fuel.An increase in fuel prices,continued price volatility,or reduced availability of fuel,particularly in the United States,could result in weakening of demand for relatively more-profitable large cars,utilities,and trucks,while

203、 increasing demand for relatively less-profitable small vehicles.Continuation or acceleration of such a trend beyond our current planning assumption,or volatility in demand across segments,could have a substantial adverse effect on our financial condition and results of operations.Item 1A.Risk Facto

204、rs(Continued)13Continued or increased price competition resulting from industry excess capacity,currency fluctuations,or other factors.The global automotive industry is intensely competitive,with manufacturing capacity far exceeding current demand.According to the December 2015 report issued by IHS

205、Automotive,the global automotive industry is estimated to have had excess capacity of about 31 million units in 2015.Industry overcapacity has resulted in many manufacturers offering marketing incentives on vehicles in an attempt to maintain and grow market share;these incentives historically have i

206、ncluded a combination of subsidized financing or leasing programs,price rebates,and other incentives.As a result,we are not necessarily able to set our prices to offset higher costs of marketing incentives,commodity or other cost increases,or the impact of adverse currency fluctuations,including pri

207、cing advantages foreign competitors may have because of their weaker home market currencies.Continuation of or increased excess capacity could have a substantial adverse effect on our financial condition and results of operations.Fluctuations in foreign currency exchange rates,commodity prices,and i

208、nterest rates.As a resource-intensive manufacturing operation,we are exposed to a variety of market and asset risks,including the effects of changes in foreign currency exchange rates,commodity prices,and interest rates.These risks affect our Automotive and Financial Services sectors.We monitor and

209、manage these exposures as an integral part of our overall risk management program,which recognizes the unpredictability of markets and seeks to reduce potentially adverse effects on our business.Nevertheless,changes in currency exchange rates,commodity prices,and interest rates cannot always be pred

210、icted or hedged.In addition,because of intense price competition and our high level of fixed costs,we may not be able to address such changes even if foreseeable.As a result,substantial unfavorable changes in foreign currency exchange rates,commodity prices,or interest rates could have a substantial

211、 adverse effect on our financial condition and results of operations.See“Overview”to Item 7 and Item 7A for additional discussion of currency,commodity price,and interest rate risks.Adverse effects resulting from economic,geopolitical,or other events.With the increasing interconnectedness of global

212、economic and financial systems,a financial crisis,natural disaster,geopolitical crisis,or other significant event in one area of the world can have an immediate and devastating impact on markets around the world.For example,the financial crisis that began in the United States in 2008 quickly spread

213、to other markets;natural disasters in Japan and Thailand during 2011 caused production interruptions and delays not just in Asia Pacific but other regions around the world;and episodes of increased geopolitical tensions or acts of terrorism have at times caused adverse reactions that may spread to e

214、conomies around the globe.Concerns persist regarding the sustainability of the European currency area(“euro area”)and of the larger European Union,which includes the United Kingdom.The pending decision by the U.K.electorate on whether to remain in the European Union has exacerbated concerns regardin

215、g the overall stability of the European Union,given the diverse economic and political circumstances of individual euro area countries.If a country within the euro area were to default on its debt or withdraw from the euro currency,orin a more extreme circumstancethe euro currency were to be dissolv

216、ed entirely,the impact on markets around the world,and on Fords global business,could be immediate and significant.The exit of the United Kingdom from the European Union would have less extreme but still significant implications.Such scenariosor the perception that such developments are imminentcoul

217、d adversely affect the value of our euro-and pound-denominated assets and obligations.In addition,such developments could cause financial and capital markets within and outside Europe to constrict,thereby negatively impacting our ability to finance our business,and also could cause a substantial dip

218、 in consumer confidence and spending that could negatively impact sales of vehicles.Any one of these impacts could have a substantial adverse effect on our financial condition and results of operations.In addition,we have operations in various markets with volatile economic or political environments

219、 and are pursuing growth opportunities in a number of newly developed and emerging markets.These investments may expose us to heightened risks of economic,geopolitical,or other events,including governmental takeover(i.e.,nationalization)of our manufacturing facilities or intellectual property,restri

220、ctive exchange or import controls,disruption of operations as a result of systemic political or economic instability,outbreak of war or expansion of hostilities,and acts of terrorism,each of which could have a substantial adverse effect on our financial condition and results of operations.Further,th

221、e U.S.government,other governments and international organizations could impose additional sanctions that could restrict us from doing business directly or indirectly in or with certain countries or parties,which could include affiliates.Item 1A.Risk Factors(Continued)14Economic distress of supplier

222、s that may require Ford to provide substantial financial support or take other measures to ensure supplies of components or materials and could increase costs,affect liquidity,or cause production constraints or disruptions.The automotive industry supply base experienced increased economic distress d

223、ue to the sudden and substantial drop in industry sales volumes beginning in 2008.Dramatically lower industry sales volume made existing debt obligations and fixed cost levels difficult for many suppliers to manage,increasing pressure on the supply base.As a result,suppliers not only were less willi

224、ng to reduce prices,but some requested direct or indirect price increases as well as new and shorter payment terms.At times,we have had to provide financial assistance to key suppliers to ensure an uninterrupted supply of materials and components.In addition,suppliers may continue to exit certain li

225、nes of business or close facilities due to economic concerns,management turnover,or other reasons.In such cases,we generally experience additional costs associated with transitioning to new suppliers.Each of these factors could have a substantial adverse effect on our financial condition and results

226、 of operations.Work stoppages at Ford or supplier facilities or other limitations on production(whether as a result of labor disputes,natural or man-made disasters,tight credit markets or other financial distress,production constraints or difficulties,or other factors).A work stoppage or other limit

227、ation on production could occur at Ford or supplier facilities for any number of reasons,including as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiation of new collective bargaining agreements,or as a result of supplier financial

228、distress or other production constraints or difficulties,or for other reasons.Recent examples of situations that have affected industry production to varying degrees include:supplier financial distress due to reduced production volumes during the economic downturn in 20082009;capacity constraints as

229、 suppliers that restructured or downsized during the downturn work to satisfy growing industry volumes;short-term constraints on production as consumer preferences shift more fluidly across vehicle segments and features;and the impact on certain suppliers of natural disasters during 2011.As indicate

230、d,a work stoppage or other limitations on production at Ford or supplier facilities for any reason(including but not limited to labor disputes,natural or man-made disasters,tight credit markets or other financial distress,or production constraints or difficulties)could have a substantial adverse eff

231、ect on our financial condition and results of operations.Single-source supply of components or materials.Many components used in our vehicles are available only from a single supplier and cannot be re-sourced quickly or inexpensively to another supplier(due to long lead times,new contractual commitm

232、ents that may be required by another supplier before ramping up to provide the components or materials,etc.).In addition to the general risks described above regarding interruption of supplies,which are exacerbated in the case of single-source suppliers,the exclusive supplier of a key component pote

233、ntially could exert significant bargaining power over price,quality,warranty claims,or other terms relating to a component.Labor or other constraints on Fords ability to maintain competitive cost structure.Substantially all of the hourly employees in our Automotive operations in the United States an

234、d Canada are represented by unions and covered by collective bargaining agreements.We negotiated a four-year agreement with the UAW in 2015 and will negotiate a new agreement with Unifor(formerly the Canadian Auto Workers Union)in 2016.Although we have negotiated transformational agreements in recen

235、t years,these agreements provide guaranteed wage and benefit levels throughout the contract term and some degree of income security,subject to certain conditions.As a practical matter,these agreements may restrict our ability to close plants and divest businesses.A substantial number of our employee

236、s in other regions are represented by unions or government councils,and legislation or custom promoting retention of manufacturing or other employment in the state,country,or region may constrain as a practical matter our ability to sell or close manufacturing or other facilities.Substantial pension

237、 and postretirement health care and life insurance liabilities impairing liquidity or financial condition.We have defined benefit retirement plans in the United States that cover many of our hourly and salaried employees.We also provide pension benefits to non-U.S.employees and retirees,primarily in

238、 Europe.In addition,we and certain of our subsidiaries sponsor plans to provide other postretirement benefits(“OPEB”)for retired employees(primarily health care and life insurance benefits).See Note 12 of the Notes to the Financial Statements for more information about these plans.These benefit plan

239、s impose significant liabilities on us that are not fully funded and will require additional cash contributions,which could impair our liquidity.Item 1A.Risk Factors(Continued)15Our qualified U.S.defined benefit pension plans are subject to Title IV of the Employee Retirement Income Security Act of

240、1974(“ERISA”).Under Title IV of ERISA,the Pension Benefit Guaranty Corporation(“PBGC”)has the authority under certain circumstances or upon the occurrence of certain events to terminate a qualified underfunded pension plan.One such circumstance is the occurrence of an event that unreasonably increas

241、es the risk of unreasonably large losses to the PBGC.Although we believe it is unlikely that the PBGC would terminate any of our plans,in the event that our qualified U.S.pension plans were terminated at a time when the liabilities of the plans exceeded the assets of the plans,we would incur a liabi

242、lity to the PBGC that could be equal to the entire amount of the underfunding.If our cash flows and capital resources were insufficient to fund our pension or OPEB obligations,we could be forced to reduce or delay investments and capital expenditures,suspend dividend payments,seek additional capital

243、,or restructure or refinance our indebtedness.Worse-than-assumed economic and demographic experience for postretirement benefit plans(e.g.,discount rates or investment returns).The measurement of our obligations,costs,and liabilities associated with benefits pursuant to our postretirement benefit pl

244、ans requires that we estimate the present value of projected future payments to all participants.We use many assumptions in calculating these estimates,including assumptions related to discount rates,investment returns on designated plan assets,and demographic experience(e.g.,mortality and retiremen

245、t rates).To the extent actual results are less favorable than our assumptions,there could be a substantial adverse impact on our financial condition and results of operations.For discussion of our assumptions,see“Critical Accounting Estimates”in Item 7 and Note 12 of the Notes to the Financial State

246、ments.Restriction on use of tax attributes from tax law“ownership change.”Section 382 of the U.S.Internal Revenue Code restricts the ability of a corporation that undergoes an ownership change to use its tax attributes,including net operating losses and tax credits(“Tax Attributes”).At December 31,2

247、015,we had Tax Attributes that would offset more than$15 billion of taxable income.For these purposes,an ownership change occurs if 5 percent shareholders of an issuers outstanding common stock,collectively,increase their ownership percentage by more than 50 percentage points over a rolling three-ye

248、ar period.In 2015,we renewed for an additional three-year period our tax benefit preservation plan(the“Plan”)to reduce the risk of an ownership change under Section 382.Under the Plan,shares held by any person who acquires,without the approval of our Board of Directors,beneficial ownership of 4.99%o

249、r more of our outstanding Common Stock could be subject to significant dilution.The renewal is subject to shareholder approval at our annual meeting in May 2016.The discovery of defects in vehicles resulting in delays in new model launches,recall campaigns,or increased warranty costs.Meeting or exce

250、eding many government-mandated safety standards is costly and often technologically challenging,especially where standards may be in tension with the need to reduce vehicle weight in order to meet government-mandated emissions and fuel-economy standards.Government safety standards also require manuf

251、acturers to remedy defects related to vehicle safety through safety recall campaigns,and a manufacturer is obligated to recall vehicles if it determines that the vehicles do not comply with a safety standard.In addition,the introduction of new and innovative features and technology to our vehicles c

252、ould increase the risk of defects or customer dissatisfaction.In 2014 and 2015,there was an unprecedented increase in the number of vehicles involved in safety recalls by manufacturers in the United States.The increase reflects NHTSAs continued expansion of its definition of safety defects under the

253、 Safety Act.In addition,NHTSAs enforcement strategy shifted to a significant increase in civil penalties levied and the use of consent orders requiring direct oversight by NHTSA of certain manufacturers safety processes,a trend that could continue.Should we or government safety regulators determine

254、that a safety or other defect or a noncompliance exists with respect to certain of our vehicles prior to the start of production,the launch of such vehicle could be delayed until such defect is remedied.The costs associated with any protracted delay in new model launches necessary to remedy such def

255、ects,or the cost of recall campaigns or warranty costs to remedy such defects in vehicles that have been sold,could be substantial.These recall and warranty costs could be exacerbated to the extent they relate to global platforms.Furthermore,launch delays or recall actions also could adversely affec

256、t our reputation or market acceptance of our products as discussed above under“Lower-than-anticipated market acceptance of Fords new or existing products or services.”Item 1A.Risk Factors(Continued)16Increased safety,emissions,fuel economy,or other regulations resulting in higher costs,cash expendit

257、ures,and/or sales restrictions.The worldwide automotive industry is governed by a substantial amount of government regulation,which often differs by state,region,and country.Government regulation has arisen,and proposals for additional regulation are advanced,primarily out of concern for the environ

258、ment(including concerns about the possibility of global climate change and its impact),vehicle safety,and energy independence.For example,as discussed above under“Item 1.Business-Governmental Standards,”in the United States the CAFE standards for light duty vehicles are 35.5 mpg by the 2016 model ye

259、ar,45 mpg by the 2021 model year,and 54.5 mpg by the 2025 model year;EPAs parallel CO2 emission regulations impose similar standards.Californias ZEV rules also mandate steep increases in the sale of electric vehicles and other advanced technology vehicles beginning in the 2018 model year.In addition

260、,many governments regulate local product content and/or impose import requirements as a means of creating jobs,protecting domestic producers,and influencing the balance of payments.In recent years,we have made significant changes to our product cycle plan to improve the overall fuel economy of vehic

261、les we produce,thereby reducing their GHG emissions.There are limits on our ability to achieve fuel economy improvements over a given time frame,however,primarily relating to the cost and effectiveness of available technologies,consumer acceptance of new technologies and changes in vehicle mix,willi

262、ngness of consumers to absorb the additional costs of new technologies,the appropriateness(or lack thereof)of certain technologies for use in particular vehicles,the widespread availability(or lack thereof)of supporting infrastructure for new technologies,and the human,engineering,and financial reso

263、urces necessary to deploy new technologies across a wide range of products and powertrains in a short time.The current fuel economy,CO2,and ZEV standards will be difficult to meet if fuel prices remain relatively low and market conditions do not drive consumers to purchase electric vehicles and othe

264、r highly fuel-efficient vehicles in large numbers.The U.S.government has initiated an enforcement action against a major competitor in connection with its alleged use of“defeat devices”in hundreds of thousands of light duty diesel vehicles.The emergence of this issue has led to increased scrutiny of

265、 automaker emission testing by regulators around the world.This may lead to new regulations,more stringent enforcement programs,requests for field actions,and/or delays in regulatory approvals.The cost to comply with existing government regulations is substantial and additional regulations or change

266、s in consumer preferences that affect vehicle mix could have a substantial adverse impact on our financial condition and results of operations.For more discussion of the impact of such standards on our global business,see the“Governmental Standards”discussion in“Item 1.Business”above.In addition,a n

267、umber of governments,as well as non-governmental organizations,publicly assess vehicles to their own protocols.The protocols could change aggressively,and any negative perception regarding the performance of our vehicles subjected to such tests could reduce future sales.Unusual or significant litiga

268、tion,governmental investigations,or adverse publicity arising out of alleged defects in products,perceived environmental impacts,or otherwise.We spend substantial resources ensuring that we comply with governmental safety regulations,mobile and stationary source emissions regulations,and other stand

269、ards.Compliance with governmental standards,however,does not necessarily prevent individual or class actions,which can entail significant cost and risk.In certain circumstances,courts may permit tort claims even where our vehicles comply with federal and/or other applicable law.Furthermore,simply re

270、sponding to actual or threatened litigation or government investigations of our compliance with regulatory standards,whether related to our products or business or commercial relationships,may require significant expenditures of time and other resources.Litigation also is inherently uncertain,and we

271、 could experience significant adverse results.In addition,adverse publicity surrounding an allegation may cause significant reputational harm that could have a significant adverse effect on our sales.A change in requirements under long-term supply arrangements committing Ford to purchase minimum or

272、fixed quantities of certain parts,or to pay a minimum amount to the seller(“take-or-pay”contracts).We have entered into a number of long-term supply contracts that require us to purchase a fixed quantity of parts to be used in the production of our vehicles.If our need for any of these parts were to

273、 lessen,we could still be required to purchase a specified quantity of the part or pay a minimum amount to the seller pursuant to the take-or-pay contract,which could have a substantial adverse effect on our financial condition or results of operations.Item 1A.Risk Factors(Continued)17Adverse effect

274、s on results from a decrease in or cessation or clawback of government incentives related to investments.We receive economic benefits from national,state,and local governments in various regions of the world in the form of incentives designed to encourage manufacturers to establish,maintain,or incre

275、ase investment,workforce,or production.These incentives may take various forms,including grants,loan subsidies,and tax abatements or credits.The impact of these incentives can be significant in a particular market during a reporting period.For example,most of our manufacturing facilities in South Am

276、erica are located in Brazil,where the state or federal governments have historically offered,and continue to offer,significant incentives to manufacturers to encourage capital investment,increase manufacturing production,and create jobs.As a result,the performance of our South American operations ha

277、s been impacted favorably by government incentives to a substantial extent.In Brazil,however,the federal government has levied assessments against us concerning our calculation of federal incentives we received,and certain states have challenged the grant to us of tax incentives by the state of Bahi

278、a,including a constitutional challenge of state incentives that is pending in Brazils Supreme Court.A decrease in,expiration without renewal of,or other cessation or clawback of government incentives for any of our business units,as a result of administrative decision or otherwise,could have a subst

279、antial adverse impact on our financial condition and results of operations.See Note 2 of the Notes to the Financial Statements for discussion of our accounting for government incentives,and“Item 3.Legal Proceedings”for a discussion of tax proceedings in Brazil and the potential requirement for us to

280、 post collateral.Inherent limitations of internal controls impacting financial statements and safeguarding of assets.Our internal control over financial reporting and our operating internal controls may not prevent or detect misstatements or loss of assets because of inherent limitations,including t

281、he possibility of human error,the circumvention or overriding of controls,or fraud.Effective internal controls can provide only reasonable assurance with respect to financial statement accuracy and safeguarding of assets.Cybersecurity risks to operational systems,security systems,or infrastructure o

282、wned by Ford,Ford Credit,or a third-party vendor or supplier.We are at risk for interruptions,outages,and breaches of:(i)operational systems(including business,financial,accounting,product development,consumer receivables,data processing,or manufacturing processes);(ii)facility security systems;and/

283、or(iii)in-vehicle systems or mobile devices.Such cyber incidents could materially disrupt operational systems;result in loss of trade secrets or other proprietary or competitively sensitive information;compromise personally identifiable information of customers,employees,or others;jeopardize the sec

284、urity of our facilities;and/or affect the performance of in-vehicle systems.A cyber incident could be caused by malicious third parties using sophisticated,targeted methods to circumvent firewalls,encryption,and other security defenses,including hacking,fraud,trickery,or other forms of deception.The

285、 techniques used by third parties change frequently and may be difficult to detect for long periods of time.A significant cyber incident could impact production capability,harm our reputation and/or subject us to regulatory actions or litigation.Failure of financial institutions to fulfill commitmen

286、ts under committed credit and liquidity facilities.Under our Third Amended and Restated Credit Agreement dated as of April 30,2015 and as further amended(the“revolving credit facility”),we are able to borrow,repay,and then re-borrow up to$13.4 billion.Certain of our subsidiaries have standby or revo

287、lving credit facilities on which they depend for liquidity.If the financial institutions that provide commitments under the revolving credit facility,our subsidiaries standby or revolving credit facilities,or other committed credit facilities were to default on their obligation to fund the commitmen

288、ts,these facilities would not be available to us,which could substantially adversely affect our liquidity and financial condition.For discussion of our Credit Agreement,see“Liquidity and Capital Resources”in Item 7 and Note 13 of the Notes to the Financial Statements.Item 1A.Risk Factors(Continued)1

289、8Inability of Ford Credit to access debt,securitization,or derivative markets around the world at competitive rates or in sufficient amounts,due to credit rating downgrades,market volatility,market disruption,regulatory requirements,or other factors.Ford Credits ability to obtain unsecured funding a

290、t a reasonable cost is dependent on its credit ratings or its perceived creditworthiness.Ford Credits ability to obtain securitized funding under its committed asset-backed liquidity programs and certain other asset-backed securitization transactions is subject to having a sufficient amount of asset

291、s eligible for these programs,as well as Ford Credits ability to obtain appropriate credit ratings and,for certain committed programs,derivatives to manage the interest rate risk.Over time,and particularly in the event of any credit rating downgrades,market volatility,market disruption,or other fact

292、ors,Ford Credit may reduce the amount of receivables it purchases or originates because of funding constraints.In addition,Ford Credit may be limited in the amount of receivables it purchases or originates in certain countries or regions if the local capital markets,particularly in developing countr

293、ies,do not exist or are not adequately developed.Similarly,Ford Credit may reduce the amount of receivables it purchases or originates if there is a significant decline in the demand for the types of securities it offers or Ford Credit is unable to obtain derivatives to manage the interest rate risk

294、 associated with its securitization transactions.A significant reduction in the amount of receivables Ford Credit purchases or originates would significantly reduce its ongoing profits and could adversely affect its ability to support the sale of Ford vehicles.Higher-than-expected credit losses,lowe

295、r-than-anticipated residual values,or higher-than-expected return volumes for leased vehicles.Credit risk is the possibility of loss from a customers or dealers failure to make payments according to contract terms.Credit risk(which is heavily dependent upon economic factors including unemployment,co

296、nsumer debt service burden,personal income growth,dealer profitability,and used car prices)has a significant impact on Ford Credits business.The level of credit losses Ford Credit may experience could exceed its expectations and adversely affect its financial condition and results of operations.In a

297、ddition,Ford Credit projects expected residual values(including residual value support payments from Ford)and return volumes for the vehicles it leases.Actual proceeds realized by Ford Credit upon the sale of returned leased vehicles at lease termination may be lower than the amount projected,which

298、would reduce the profitability of the lease transaction.Among the factors that can affect the value of returned lease vehicles are the volume of vehicles returned,economic conditions,and quality or perceived quality,safety,fuel efficiency,or reliability of the vehicles.Actual return volumes may be h

299、igher than expected and can be influenced by contractual lease-end values relative to auction values,marketing programs for new vehicles,and general economic conditions.Each of these factors,alone or in combination,has the potential to adversely affect Ford Credits profitability if actual results we

300、re to differ significantly from Ford Credits projections.See“Critical Accounting Estimates”in Item 7 for additional discussion.Increased competition from banks,financial institutions,or other third parties seeking to increase their share of financing Ford vehicles.No single company is a dominant for

301、ce in the automotive finance industry.Most of Ford Credits bank competitors in the United States use credit aggregation systems that permit dealers to send,through standardized systems,retail credit applications to multiple finance sources to evaluate financing options offered by these sources.Also,

302、direct on-line or large dealer group financing options provide consumers with alternative finance sources and/or increased pricing transparency.All of these financing alternatives drive greater competition based on financing rates and terms.Competition from such institutions and alternative finance

303、sources could adversely affect Ford Credits profitability and the volume of its retail business.In addition,Ford Credit may face increased competition on wholesale financing for Ford dealers.New or increased credit regulations,consumer or data protection regulations,or other regulations resulting in

304、 higher costs and/or additional financing restrictions.As a finance company,Ford Credit is highly regulated by governmental authorities in the locations in which it operates,which can impose significant additional costs and/or restrictions on its business.In the United States,for example,Ford Credit

305、s operations are subject to regulation,supervision,and licensing under various federal,state,and local laws and regulations,including the federal Truth-in-Lending Act,Consumer Leasing Act,Equal Credit Opportunity Act,and Fair Credit Reporting Act.Item 1A.Risk Factors(Continued)19Congress also passed

306、 the Dodd-Frank Wall Street Reform and Consumer Protection Act(“Dodd-Frank Act”)in 2010 to reform practices in the financial services industries,including automotive financing and securitizations.The Dodd-Frank Act directs federal agencies to adopt rules to regulate the consumer finance industry and

307、 the capital markets and,among other things,gives the Consumer Financial Protection Bureau(“CFPB”)broad rule-making and enforcement authority for a wide range of consumer financial protection laws that regulate consumer finance businesses,such as Ford Credits retail automotive financing business.Exe

308、rcise of these powers by the CFPB may increase the costs of,impose additional restrictions on,or otherwise adversely affect companies in the automotive finance business.For example,in March 2013,the CFPB issued a bulletin recommending that indirect vehicle lenders,a class that includes Ford Credit,t

309、ake steps to monitor and/or impose controls over dealer discretionary pricing.Effective August 31,2015,the CFPB has authority to supervise and examine the largest nonbank automotive finance companies,such as Ford Credit,for compliance with consumer financial protection laws.In addition,the Dodd-Fran

310、k Act provides that a nonbank financial company could be designated a“systemically important financial institution”by the Financial Stability Oversight Council and thus be subject to supervision by the Board of Governors of the Federal Reserve System.Such a designation would mean that a nonbank fina

311、nce company such as Ford Credit,in effect,could be regulated like a bank with respect to capital and other requirements,but without the benefits of being a banksuch as the ability to offer Federal Deposit Insurance Corporation(“FDIC”)insured deposits.The Dodd-Frank Act also creates an alternative li

312、quidation framework under which the FDIC may be appointed as receiver of a nonbank financial company if the U.S.Treasury Secretary(in consultation with the President of the United States)determines that the company is in default or danger of default and the resolution of the company under other appl

313、icable law(e.g.,U.S.bankruptcy law)would have serious adverse effects on the financial stability of the United States.The FDICs powers under this framework may vary from those of a bankruptcy court under U.S.bankruptcy law,which could adversely impact securitization markets,including Ford Credits fu

314、nding activities,regardless of whether Ford Credit ever is determined to be subject to the Dodd-Frank Acts alternative liquidation framework.In some countries outside the United States,some of Ford Credits subsidiaries are regulated banking institutions and are required,among other things,to maintai

315、n minimum capital and liquidity.In many other locations,governmental authorities require companies to have licenses in order to conduct financing businesses.Compliance with these laws and regulations imposes additional costs on Ford Credit and affects the conduct of its business.Additional regulatio

316、n could add significant cost or operational constraints that might impair Ford Credits profitability.ITEM 1B.Unresolved Staff Comments.None.20ITEM 2.Properties.Our principal properties include manufacturing and assembly facilities,distribution centers,warehouses,sales or administrative offices,and e

317、ngineering centers.We own substantially all of our U.S.manufacturing and assembly facilities.Our facilities are situated in various sections of the country and include assembly plants,engine plants,casting plants,metal stamping plants,transmission plants,and other component plants.About half of our

318、distribution centers are leased(we own approximately 50%of the total square footage,and lease the balance).A substantial amount of our warehousing is provided by third-party providers under service contracts.Because the facilities provided pursuant to third-party service contracts need not be dedica

319、ted exclusively or even primarily to our use,these spaces are not included in the number of distribution centers/warehouses listed in the table below.The majority of the warehouses that we operate are leased,although many of our manufacturing and assembly facilities contain some warehousing space.Su

320、bstantially all of our sales offices are leased space.Approximately 98%of the total square footage of our engineering centers and our supplementary research and development space is owned by us.In addition,we maintain and operate manufacturing plants,assembly facilities,parts distribution centers,an

321、d engineering centers outside of the United States.We own substantially all of our non-U.S.manufacturing plants,assembly facilities,and engineering centers.The majority of our parts distribution centers outside of the United States are either leased or provided by vendors under service contracts.We

322、and the entities that we consolidated as of December 31,2015 use eight regional engineering,research,and development centers,and 67 manufacturing plants as shown in the table below:SegmentPlantsNorth America29South America8Europe16Middle East&Africa2Asia Pacific12Total67 Included in the number of pl

323、ants shown above are plants that are operated by us or our consolidated joint ventures that support our Automotive sector.The significant consolidated joint ventures and the number of plants each owns are as follows:Ford Lio Ho Motor Company Ltd.(“FLH”)a joint venture in Taiwan among Ford(70%partner

324、),the Lio Ho Group(25%partner),and individual shareholders(5%ownership in aggregate)that assembles a variety of Ford and Mazda vehicles sourced from Ford as well as Mazda.In addition to domestic assembly,FLH imports Ford brand built-up vehicles from the Asia Pacific region,Europe,and the United Stat

325、es.The joint venture operates one plant in Taiwan.Ford Sollers Netherlands B.V.(“Ford Sollers”)a 50/50 joint venture between Ford and Sollers OJSC(“Sollers”),in which Ford has control.The joint venture primarily is engaged in manufacturing a range of Ford passenger cars and light commercial vehicles

326、 for sale in Russia,and has an exclusive right to manufacture,assemble,and distribute certain Ford vehicles in Russia through the licensing of certain trademarks and intellectual property rights.The joint venture has been approved to participate in Russias industrial assembly regime,which qualifies

327、it for reduced import duties for parts imported into Russia.In addition to its three existing manufacturing facilities in Russia,Ford Sollers launched an engine plant in Russia in 2015.Ford Vietnam Limited a joint venture between Ford(75%partner)and Diesel Song Cong One Member Limited Liability Comp

328、any(a subsidiary of the Vietnam Engine and Agricultural Machinery Corporation,which in turn is owned by the State of Vietnam represented by the Ministry of Industry and Trade)(25%partner).Ford Vietnam Limited assembles and distributes a variety of Ford passenger and commercial vehicle models.The joi

329、nt venture operates one plant in Vietnam.Item 2.Properties(Continued)21In addition to the plants that we operate directly or that are operated by our consolidated joint ventures,additional plants that support our Automotive sector are operated by unconsolidated joint ventures of which we are a partn

330、er.These plants are not included in the number of plants shown in the table above.The most significant of the automotive unconsolidated joint ventures are as follows:AutoAlliance(Thailand)Co.,Ltd.(“AAT”)a 50/50 joint venture between Ford and Mazda that owns and operates a manufacturing plant in Rayo

331、ng,Thailand.AAT produces Ford and Mazda products for domestic and export sales.Changan Ford Automobile Corporation,Ltd.(“CAF”)a 50/50 joint venture between Ford and Chongqing Changan Automobile Co.,Ltd.(“Changan”).CAF currently operates five assembly plants,an engine plant,and a transmission plant i

332、n China where it produces and distributes an expanding variety of Ford passenger vehicle models.Changan Ford Mazda Engine Company,Ltd.(“CFME”)a joint venture among Ford(25%partner),Mazda(25%partner),and Changan(50%partner).CFME is located in Nanjing,and produces engines for Ford and Mazda vehicles m

333、anufactured in China.Ford Otomotiv Sanayi Anonim Sirketi(“Ford Otosan”)a joint venture in Turkey among Ford(41%partner),the Koc Group of Turkey(41%partner),and public investors(18%)that is a major supplier to us of the Transit,Transit Custom,and Transit Courier commercial vehicles and is our sole distributor of Ford vehicles in Turkey.Ford Otosan also makes the Cargo truck for the Turkish and expo