Quarterly Report • Apr 29, 2025
Quarterly Report
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ПОТТИУ

FORD OTOSAN
Ford
According to Article 10 of our Articles of Incorporation, all affairs and management of Ford Otosan shall be conducted by the Board of Directors composed of at least 8 members, the total number of the members shall be even, and shall be elected for a period not exceeding three years in accordance with the provisions of the Turkish Commercial Code and regulations of the Capital Markets Board. Save for the mandatory provisions of the Corporate Governance Principles of the Capital Markets Board with respect to the independent members of the Board of Directors, the General Assembly may replace the members of the Board of Directors at any time as deemed necessary. Two of the elected board members shall meet the qualification of independence stipulated in the Corporate Governance Principles regulations of Capital Markets Board.
In our Ordinary General Assembly Meeting held on March 26th, 2025, the number of members of our Board of Directors was defined as 12, including 2 Independent Members. Our Board of Directors that would be serving until Ordinary General Assembly Meeting to audit 2025 accounts are as below:
M. Rahmi Koç Honorary Chairman Y. Ali Koç Chairman James Kieran Vincent Cahill Vice Chairman Johan Egbert Schep Member David Joseph Cuthbert Johnston Member Levent Çakıroğlu Member Haydar Yenigün Member John Davis Member Prof.Dr. Umran Savaş İnan Independent Member Prof. Dr. Katja Windt Independent Member Güven Ozyurt Member – General Manager Josephine M. Payne Member – General Manager
Public
In accordance with Capital Markets Board's Communique Il-17.1. on Corporate Governance;
Prof. Dr. Umran Savaş İnan and Prof. Dr. Katja Windt have been elected to the Audit Committee membership. Prof. Dr Umran Savaş İnan has been elected as the chairman, and Haydar Yenigün, David Joseph Cuthbert Johnston, Prof. Dr. Katja Windt and Saibe Gül Ertuğ as the members of the Corporate Governance Committee which also fulfills the duties assigned to the Nominating Committee. Prof. Dr. Umran Savaş İnan has been elected as the chairman, and Haydar Yenigün and David Joseph Cuthbert Johnston as the members of the Early Determination and Management of Risk Committee. Prof. Dr. Umran Savaş İnan has been elected as the chairman, and Haydar Yenigün and James Kieran Vincent Cahill as the members of the Remuneration Committee.
| Company Name | Value of Share (TL) Number of Share Share Capital (%) | ||
|---|---|---|---|
| Koc Holding A.S. | 135,631,304 | 13,563,130,447 | 38.65 |
| Vehbi Koç Foundation | 2,880,501 | 288,050,137 | 0.82 |
| Koc Holding Retirement and Support Fund Foundation |
3,259,202 | 325,920,231 | 0.93 |
| Temel Ticaret A.Ş. (1) | 2,355,885 | 235,588,500 | 0.67 |
| Koç Group Companies | 144,126,892 | 14,412,689,315 | 41.07 |
| Ford Deutschland Engineering GmbH(2) | 143,997,037 | 14,399,703,676 | 41.04 |
| Publicly Held | 62,786,070 | 6,278,607,009 | 17.89 |
| Total Nominal Capital (TL) | 350,910,000 | 35,091,000,000 | 100 |
Ford Otosan's shareholder structure as of March 31st, 2025 is as follows:
(1) At the Extraordinary Geneal Assember 29, 2022, Temel Ticaret ve Yatrım A.Ş. aproved the partial demerger and tansferred al. of its shares in Koç Holding A.Ş. to Family Danışmanlık Gayrimenkul ve Ticaret A.Ş which 100% owned by Temel Ticaret ve Yatırım A.Ş. (2) Ford Deutschland Engineering GmbH: 100% owned by Ford Motor Company.
In 1Q 25, the Turkish automotive market contracted by 7% year-over-year due to the high base effect from the previous year and challenges in accessing financing. During this period, total sales reached 248,058 units (305,878).
Throughout the report, figures presented in parentheses refer to the same period of the previous year.
A decline was recorded across all segments in the first quarter of 2025, with sales in the PC, LCV, MCV, and Heavy Truck segments decreasing by 4.1%, 13.6%, 17.4%, and 24.7%, respectively.
Turkish automotive industry sales were as follows in 1Q/25:
| 10.25 | 10'24 | YOY % | |
|---|---|---|---|
| Passenger Car | 223,793 | 233,389 | -4.1% |
| Light Commercial Vehicle | 26,906 | 31,158 | -13.6% |
| Medium Commercial Vehicle | 25,585 | 30,972 | -17.4% |
| Truck (>16 t) | 6,778 | 9,005 | -24.7% |
| Other Heavy Commercial Vehicle (6-16t) | 996 | 1,354 | -26.4% |
| Total (3) | 284,058 | 305,878 | -7.1% |
(3) Covers all passenger and commercial vehicles and midibuses. I Source: Automotive Distributors' and Mobility Association (ADMA), Heavy Commercial Vehicles Association (TAID) and TURKSTAT.
While PC industry share increased 78.8% (76.3%), LCV industry share decreased to 18,5% (14.3%).
| The share of PCs in the total industry (4) | ||||||
|---|---|---|---|---|---|---|
| 1 1 1 25 1 1 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2020 2 2019 | ||||||
| 79% | 11% 71% - 11% | 76% 72% 72% 73% - 13% - | 77% |
During this period, the share of imported vehicles remained flat at 68% in the passenger car segment, while it increased to 78% in the light commercial vehicle segment, resulting in an overall import share of 70%.
| Imported Vehicles Share (4) | PC | LCV | Total |
|---|---|---|---|
| 10'25 | 68% | 78% | 70% |
| 2024 | 70% | 73% | 71% |
| 10'24 | 68% | 67% | 68% |
| 10,23 | 64% | 46% | 60% |
| 2023 | 68% | 54% | 65% |
During this period, Ford Otosan demonstrated a relatively resilient performance in the face of the market contraction. Thanks to its renewed production portfolio, the impact of the market downturn remained limited, and domestic sales declined by 3% YoY in 1Q25, totaling 23,459 units. In the first quarter of the year, Ford Otosan rose from 3rd to 2nd place
in the overall market, achieving a market share of 8.3% (7.9%).
(4) Source: Automotive Distributors' and Mobility Association (ADMA)
(5) The upper limit has been increased from 1.6 million TL and the vehicles to be exempted must be 40% domestically produced. Throughout the report, figures presented in parentheses refer to the same period of the previous year.
In the PC segment, while maintaining our profitability-focused strategy, our market share stood at 2.8% (3.6%), primarily due to changes in the criteria for Special Consumption Tax (SCT) exemptions (5) On the other hand, our market share reached 21.6% (8.6%) in LCV, 37.6% (34.7%) in MCV, and 25.0% (28.2%) in the heavy truck segment.
In the January-March period, our total production volume declined by 3% YoY, reaching 166,025 units (171,357). Our overall capacity utilization rate stood at 71% (92%). By facility, utilization rates were 71% at the Gölcük Plant, 66% at the Yeniköy Plant, 40% at the Eskişehir Plant, and 80% at the Craiova Plant.
Our production volumes by model were as follows.
| 10'25 | 10'24 | YoY % | |
|---|---|---|---|
| Gölcük | 36,959 | 48,873 | -24% |
| 2 Ton CV (Ford Transit) | 36,959 | 48,873 | -24% |
| Yeniköy | 66,908 | 55,657 | 20% |
| New 1 Ton CV (Ford Custom / VW Transporter) | 66,908 | 55,657 | 20% |
| Eskişehir | 2,247 | 3.922 | -43% |
| Ford Trucks | 2,247 | 3,922 | -43% |
| Craiova | 59,911 | 62,905 | -5% |
| Ford Puma | 35,042 | 43,915 | -20% |
| New Ford Courier | 24,869 | 18,990 | 31% |
| l otal | 166,025 | 171,357 | -3% |
In 1Q 25, the European PC market (6) declined by 1.9%, falling to 1.9 million units. This downturn was driven by ongoing global economic uncertainties. Notable declines were recorded in key markets such as France (-8%), Italy (-2%), and Germany (-4%). On the other hand, the UK passenger car market grew by 6.4%, supported by an increase in fleet registrations and incentive programs aimed at boosting electric vehicle (EV) purchases.
As a result, the combined European + UK PC market contracted by 0.6% YoY to 3.3 million units (6).
During the same period, the UK van market (1)-one of our largest export destinationsexperienced a 10.6% decline, driven by reduced demand amid continued economic uncertainty and declining business investment.
In the first quarter, Ford Otosan's export sales volume declined by 4% YoY, totaling 140,039 units (145,817 units). Export revenue amounted to TL 129.9 billion (TL 134.8 billion), reflecting a 4% decrease due to the slowdown in demand across European markets.
During this period, Ford maintained its leadership in the European commercial vehicle market, achieving a record market share of 19.3% in 1Q 25, driven by strong sales growth supported by its renewed product lineup.
In this period, Ford Otosan played a significant role in sustaining Ford's market leadership, accounting for 78% of Ford's commercial vehicle production in Europe. Additionally, by producing 40% of Ford's passenger cars sold in Europe, Ford Otosan reinforced its position as a key player in Ford's European operations.
Domestic wholesale volumes amounted to 25,241 units (24,407), representing a 3% YoY increase. However, domestic revenue declined by 16% to TL 31.0 billion (TL 36.7 billion), mainly due to the effects of inflation accounting and sales mix, stemming from the gap between exchange rate increases and inflation.
Total sales volume declined by 3% YoY to 165,280 units (170,224). Total sales revenue decreased by 6% to TL 160.9 billion (TL 171.5). The share of export revenue in total revenue increased to 81% (79%).
A total of TL 4.2 billion (TL 9.3 billion) was invested during the period, including capitalized product development expenditures.
(7) Source: SMMT - The Sciety of Motor Manufacturers & Tradet data is published on a quarterly basis, and (Q25 data will be released on April 30, 2025. The relevant information can be accessed through our analyst and monthly investor presentations. Throughout the report, figures presented in parentheses refer to the same period of the previous year.
A total of TL 2.5 billion (TL 2.8 billion) was spent on R&D activities related to various product development projects prior to capitalization. R&D projects are being conducted in alignment with product program requirements. The number of employees working in R&D stands at 2,392.
As of March 31, 2025, the Company employed a total of 25,693 personnel, comprising 5,116 monthly-salaried and 20,577 hourly-waged employees (December 31, 2024: 5,139 monthlysalaried and 20,579 hourly-waged employees, totaling 25,718).
Ford Otosan continues to hold the position as the largest employer in the Turkish automotive industry. The Company's workers are covered under the Group Collective Labor Agreement signed on January 18, 2024, between the Turkish Metalworkers' Union and the Metal Industrialists' Union of Turkey (MESS), which is effective for the period from September 1, 2023, to August 31, 2025.
In 1H24, Ford Otosan experienced a dilution in profitability due to
i) Competitive pricing environment, which led to an increase in sales campaigns,
ii)YoY decrease in export volumes due to ramp-up processes of newly launched Puma New Gen-E and E-Courier and slowdown of demand in Europe.
In 1Q 25, Gross Profit declined by 24% YoY to TL 13.9 billion (TL 18.3 billion), with the gross profit margin decreasing to 8.6% (10.6%). The key factors contributing to this result include: i) a competitive pricing environment, ii) an increasing share of international sales revenue within total revenues, and ii) cost increases driven by inflation accounting effects. The composition of COGS is i) 85.4% raw material, ii) 6.5% trade goods sold, iii) 5.3% labor and overhead, iv) 2.2% amortization, v) 0.6% other.
Opex slightly increased mainly due to the rise in sales and marketing expense, amounting TL7.4 bn (TL7.2 bn). Operating profit decreased by 37%, totalling TL7.8 bn (TL12.3 bn).
Throughout the report, figures presented in parentheses refer to the same period of the previous year.
In this period EBITDA and EBITDA excluding other income were TL 12.5 billion and TL 11.3 billion, respectively, experiencing declines of 20% and 22%. EBITDA per vehicle amounted to EUR 1,856, while PBT per vehicle was EUR 1,368.
Profit Before Tax decreased by 33% year-over-year to TRY 9.2 billion, including a monetary gain of TL 5.4 billion (TL6.1 billion). This decline was also driven by a 12% increase in Net Financial Expenses.
Margins: Gross 8,6% (-2.8 pps YoY); Operating 4.8% (-2.3 pps YoY); EBITDA 7.8% (-1.3 pps YoY); EBITDA excluding other income 7.0% (-1.4 pps YoY); and Net 4.0% (-3.2 pps YoY)
During the January–March period, the Company repaid EUR 172 million in foreign currency loans and TL 1.5 billion in Turkish lira loans, while obtaining EUR 100 million in foreign currency loans and TL 1.4 billion in Turkish lira loans. As a result, the total loan and debt securities balance increased from TL 120 billion at the end of 2024 to TL 123 billion as of the end of March. In contrast, our cash balance at the end of the period stood at TL 49.4 billion (TL 35.9 billion).
Ford Otosan continues to follow financial risks very closely and maintains prudent policies. The main policies regarding various risks are summarized in the Note 2 of the financial statements.
Throughout the report, figures presented in parentheses refer to the same period of the previous year.
| Million TL | 10'25 | 2024 | YoY % |
|---|---|---|---|
| Current Assets | 189,696 | 169,462 | 12% |
| Property, Plant and Equipment - Net | 108,144 | 107,071 | 1% |
| Total Assets | 378.773 | 359,653 | 5% |
| Current Liabilities | 157,535 | 135,819 | 16% |
| Total Liabilities | 253,927 | 232,835 | 9% |
| Shareholders' Equity | 124,846 | 126,818 | -2% |
| Million TL | 10'25 | 10'24 | YoY % |
|---|---|---|---|
| Total Revenues | 160,901 | 171,508 | -6% |
| Export (8) | 129,936 | 134,772 | -4% |
| Domestic | 30,965 | 36,736 | -16% |
| Gross Profit | 13,906 | 18,252 | -24% |
| Operating Profit | 7,770 | 12,276 | -37% |
| EBITDA (9) | 12,483 | 15,595 | -20% |
| EBITDA (excl. other items) | 11,262 | 14,347 | -22% |
| Profit Before Tax | 9,203 | 13,657 | -33% |
| Net Income | 6,487 | 12,392 | -48% |
| Other Financial Data | |||
| Depreciation & Amortization | 3,506 | 2,911 | 20% |
| Embeded Lease (10) | 1,207 | 408 | 196% |
| Financial Income / (Expense) | -6,396 | -5,690 | 12% |
| Capital Expenditures | 4,212 | 9,301 | -55% |
(8) Export revenues include exports from Ford Otosan and Ford Romania SRL. (9) The EBITDA figure is based on a rolling 4-quarter basis. (10) Includes Turkey and Romania.
| 10'25 | 1Q'24 | YoY % | |
|---|---|---|---|
| Net Cash from Operating Activities | 29,788 | 14,831 | 101% |
| Net Cash Used in Investing Activities | -3,858 | -9,266 | 58% |
| Net Cash from Financing Activities | 1,316 | 9,140 | -86% |
| Monetary Gain/(Loss) on Cash & Equivalents | -2,545 | -3,271 | 22% |
| Beginning Balance of Cash & Equivalents | 24,576 | 24,151 | 2% |
| End of Period Balance of Cash & Equivalents | 49,317 | 35,616 | 38% |
| 10'25 | 2024 | |
|---|---|---|
| Net Debt / EBITDA (11) | 2.03 | 2.38 |
| Return on Equity | 30.6% | 35.6% |
| Debt Ratio | 67.0% | 64.7% |
| Capex / Sales | 2.6% | 5.6% |
| 10'25 | 10'24 | YoY Δ | |
|---|---|---|---|
| Gross Margin | 8.6% | 10.6% | -2.0 pp |
| Operating Margin | 4.8% | 7.2% | -2.3 pp |
| EBITDA Margın | 7.8% | 9.1% | -1.3 pp |
| EBITDA Margin (excluding other items) | 7.0% | 8.4% | -1.4 pp |
| PBT Margin | 5.7% | 8.0% | -2.2 pp |
| Net Margin | 4.0% | 7.2% | -3.2 pp |
(11) Net Debt / EBITDA is capped at 3,5x.
-
parties. The estimated total expenditure to be spent by the parties together under the Agreement is EUR 343 million. This amount covers jointly incurred engineering and development costs, prototype materials, production molds, and other procurement expenses but does not include investment expenditures required for brand-specific design customizations. The Agreement stipulates that engineering costs will be shared equally between the parties, while investment expenditures will ultimately be allocated based on the sales volume ratio of the parties. The first cabins designed under the joint development activities are expected to be ready for production by 2028.The Agreement will remain in effect until December 31, 2029, with both parties having the right to terminate under certain conditions until November 30, 2026.
There has been no revision to the guidance we shared with the public alongside our 2024YE financial results.
For 2025, we anticipate total automotive market sales to range between 950,000 and 1,050,000 units. We expect our domestic retail sales to be in the range of 90,000–100,000 units, international sales between 610,000–660,000 units, and wholesale sales between 700,000–760,000 units. Accordingly, we plan our total production volume to be within the range of 700,000-750,000 units. For new projects, we foresee fixed asset investments amounting to €750-850 million.
| 2024 (Actuals) | 2025 Guidance | |
|---|---|---|
| Total Turkish Automotive Market | 1,219k | 950k - 1,050k |
| Retail Domestic Volume | 114K | 90k-100k |
| Export Volume | 546k | 610k-640k |
| Turkey | 330k | 410k-440k |
| Romania | 216k | 200k-220k |
| Wholesale Volume | 661k | 700k-760k |
| Total Production Volume | 633k | 700k-750k |
| Turkey | 382k | 460k-490k |
| Romania | 251k | 240k-260k |
| Capex (Fixed Assets) | €739 mn | €750-850 mn |
| General Investments | €128 mn | €130-150 mn |
| Product Related Investment | €611 mn | €620-700 mn |
| Revenue Growth | Flat High Single Digit | |
| EBITDA Margin | 7.2% | 7%-8% |
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