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FORD OTOMOTİV SANAYİ A.Ş.

Interim / Quarterly Report Jul 30, 2025

5914_rns_2025-07-30_d4828398-75b3-4625-9ca8-951befb54003.pdf

Interim / Quarterly Report

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FORD OTOMOTİV SANAYİ A.Ş. 1 January- 30 June 2025 INTERIM REPORT

TOTTMV

8

FORD OTOSAN

Ford

COMPANY INFORMATION

Board of Directors and Committees

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 Member Johan Egbert Schep David Joseph Cuthbert Johnston Member Mehmet Apak 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 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.

Shareholder Structure

Ford Otosan's shareholder structure as of June 30th, 2025 is as follows:

Company Name Value of Share (TL) Number of Share Share Capital (%)
Koc Holding A.S. 1,356,313,044.70 135,631,304,470 38.65
Vehbi Koç Foundation 28,805,013.70 2,880,501,370 0.82
Koç Holding Retirement and Support Fund
Foundation
32,592,023.10 3,259,202,310 0.93
Temel Ticaret A.Ş. (1) 23,558,850.00 2,355,885,000 0.67
Koç Group Companies 1,441,268,931.50 144,126,893,150 41.07
Ford Deutschland Engineering GmbH(2) 1,439,970,367.60 143,997,036,760 41.04
Publicly Held 627,860,700.90 62,786,070,090 17.89
Total Nominal Capital (TL) 3,509,100,000.00 350,910,000,000 100

(1) At the Extraordinary Geneal Assember 29, 2022, Tenel Ticaret ve Yatrım A.Ş. aproved the partial demerger and tansfered all of its shares in No 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.

EVALUTION OF THE AUTOMOTIVE MARKET AND COMPANY OPERATIONS

1. Domestic Automotive Industry and Ford Otosan

In the first half of 2025, the total automotive market rebounded from a 7% decline in Q1 to register a 5% YoY increase, reaching 625k (598k) units. This recovery was primarily driven by i) aggressive sales campaigns driven by intense price competition, ii) ongoing macro-political uncertainties, iii) anticipated increases in the SCT.

Throughout the report, figures presented in parentheses refer to the same period of the previous year.

Except for the truck segment, growth was observed across all segments; PC sales increased by 5.4%, LCV sales rose by 6.1%, and MCV sales grew by 2.4%, while truck sales declined by 12.2%.

1H 25 11/24 - 1 YoY% 20-25 2Q'24
PC 488,003 462,955 5% 264,210 229,566 15%
LCV 63.211 59,575 6% 36.307 28,417 28%
MCV 56,763 55.451 2% 31,176 24,479 27%
Truck (>16 t) 15,385 17,515 -12% I 8,607 8,510 1%
Other HCV (6-16t) 2,106 2,520 -16% 1,110 1,166 -5%
Total (3) 625,468 598,016 5% 341,410 292,138 17%

Turkish automotive industry sales were as follows in 1H'25:

While PC industry share increased 78% (77%), meanwhile, the share of light commercial vehicles remained flat at around 19%.

The share of PCs in the total industry (4)
11H'25 1H'24 2024 2023 2022 2022 2021 2020 2019
78% 77% 17% - 17% - 17% 76% 72% 73% 11% 79%

During this period, the share of imported vehicles remained flat at 68% in the passenger car segment, increased to 78% in the light commercial vehicle segment, and stood at 70% overall.

Imported Vehicles Share (4) PC LCV Total
1H 25 71% 80% 73%
1H'24 70% 68% 69%
2024 70% 73% 71%

In the first half of 2025, Ford Otosan's domestic sales increased by 2%, reaching 50,109 units. With a market share of 8.0% (8.2%), Ford Otosan ranked third in the overall market. Our market share stood at 22.4% (18.1%) in the LCV segment, 34.4% (34.1%) in the MCV, and 23.2% (24.3%) in the truck segment.

In the PC segment, while maintaining our profitability-focused strategy, our market share was 2.6% (3.3%) due to changes in SCT exemption criteria (5) and increasing price competition.

(3) Covers all passenger and commercial vehicles and midibuses. / Source: Automotive Distributors' and Mobility Association (ADMA), Heavy Commercial Vehicles Association (TAID) and TURKSTAT

(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.

2. Production and Capacity

In the January-June period, our total production volume increased by 12% YoY, reaching 351,861 units (313,619). Our overall capacity utilization rate stood at 75% (84%). At our Gölcük and Yeniköy Plants, the utilization rate was 72% (81%; 82%), while it was 40% at our Eskişehir Plant and 85% at our Craiova Plant.

1H'25 1H'24 YoY % 2Q'25 2Q'24 YoY %
Gölcük 74,202 83,625 -11% 37,243 34,752 7%
2 Ton CV (Ford Transit) 74,202 83,625 -11% 37,243 34,752 7%
Yeniköy 145,350 100,757 44% 78,452 45,100 74%
1 Ton CV (Ford Custom & VW 1 Ton CV) 145,350 100,757 44% 78,452 45,100 74%
Eskişehir 5,299 6,668 -21% 3,052 2,746 11%
Ford Trucks 5,299 6,668 -21% 3,052 2,746 11%
Craiova 127,010 122,569 4% 67,099 59,664 12%
Ford Puma 79,495 82,204 -3% 44,453 38,289 16%
Ford Courier 47,515 40,565 18% 22,646 21,375 6%
l otal 351,861 - 513,619 12% 185,846 142,262 5%

Our production volumes by model were as follows.

3. Export, Domestic and Wholesale Review

Passenger car sales in the European market remained flat, totaling 6.6 (0) million units.

During the same period, the European van market (1)-one of our largest export destinations-experienced a 13% decline, driven by continuing economic uncertainty and declining business investment.

Exports

In the first half of 2025, Ford Otosan's export sales volume increased by 18% YoY, totaling 306,468 units (259,824 units). Export revenue amounted to TL 299.7 bn (TL 252.8 bn), marking a 19% increase driven by higher sales volumes and the stronger EUR appreciation compared to the same period last year (1H'25 YTD €/TL Change: 27%; 1H'24 YTD €/TL Change: 8%).

During this period, Ford maintained its leadership in the European commercial vehicle market, achieving a record market share of 17.7% (14.3%) in 1H'25, driven by strong sales growth supported by its renewed product lineup.

(6) Source: ACEA - European Automobile Manufacturers' Association Throughout the report, figures presented in parentheses refer to the same period of the previous year. In this period, Ford Otosan played a significant role in sustaining Ford's market leadership, accounting for 80% of Ford's commercial vehicle production in Europe. Additionally, by producing 41% of Ford's passenger cars sold in Europe, Ford Otosan reinforced its position as a key player in Ford's European operations.

Domestic Sales

Our domestic wholesale sales amounted to 50,890 units (49,559). During this period, our domestic wholesale volume increased by 3%, while our domestic sales revenue declined by 10% to TL 65.7 bn (73.2), due to intensified price competition and the impact of the sales mix.

Total Sales

Total sales volume increased by 16% YoY, reaching 357,358 (309,388) units. Total sales revenue rose by 12% YoY to TL 365.4 bn (326.0). The share of international sales revenue in total sales revenue increased to 82% (78%).

4. Investments

A total of TL 9.7 bn (TL 17.9 bn) was invested during the period, including capitalized product development expenditures.

R&D Activities 5.

A total of TL 5.2 bn (TL 5.6 bn) 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 2,354.

6. Employees

As of June 30, 2025, the Company employed a total of 26,047 personnel, comprising 5,092 monthly-salaried and 20,955 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.

Throughout the report, figures presented in parentheses refer to the same period of the previous year.

Profitability 7.

In 1H'25, Ford Otosan's profitability improved due to FX impact on short-term EUR receivables (1H'25 YTD €/TL Change: 27%; 1H'24 YTD €/TL Change: 8%).

Gross profit was recorded at TL30.8 bn (TL33.3 bn), reflecting a 7% YoY decline. As a result, the gross margin contracted to 8.4% (10.2%) in 1H'25. This margin compression was mainly driven by i) competitive pricing environment, which led to an increase in sales campaigns, ii) higher share of export revenues within the total revenue mix iii) increase in COGS due to higher proportion of EVs in production, attributed to inflationary environment and increase in imported vehicle cost related with FX movement.

Opex rose marginally to TL15.2 bn (TL14.9 bn), while net other income surged to TL4.6 bn (TL0.13 bn) primarily driven by a 91% increase in net foreign exchange income from operating activities. Consequently, operating profit increased by 10%, reaching TL20.2 bn (TL18.5 bn).

In this period, adjusted EBITDA® and adjusted EBITDA excluding other income ® were TL 30.6 bn and TL 26.0 bn, respectively, experiencing increases of 18% and 1%. Adjusted EBITDA® per vehicle amounted to EUR 1,839, while PBT per vehicle was EUR 976.

Profit Before Tax decreased by 23% YoY to TL 16.2 bn (TL 21.0 bn), including a monetary gain of TL 9.2 bn (TL14.3 bn).

Margins: Gross 8,4% (-1.8 pps YoY); Operating 5.5% (-0.1 pps YoY); Adjusted EBITDA (7 8.4% (+0.4 pps YoY); adjusted EBITDA excluding other income® 7.1% (-0.8 pps YoY); and Net 3.6% (-3.0 pps YoY)

8. Financing

During the January-June period, the Company repaid EUR 433 mn in foreign currency loans and TL 2.0 bn in Turkish lira loans, while obtaining EUR 542 mm in foreign currency loans and TL 1.4 bn in Turkish lira loans. As a result, the total loan and debt securities balance increased from TL 128 bn at the end of 2024 to TL 139 bn as of the end of June. In contrast, our cash balance at the end of the period stood at TL 57.0 bn (TL 25.8 bn).

Throughout the report, figures presented in parentheses refer to the same period of the previous year.

(7) Starting from 1H25, the Company will refer to its reported EBITDA". This change in terminology does not involve any reviously reported quartery or half- year ERTDA figures. The Company includes FX impact on short-tern Euro-denominated received within the collection period under its costplus agreement with Ford Motor Company (other increating activities) and straight-line expenses related to embedded leaseints its calculation of adjusted EBITDA as part of its core operations.

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.

9. Main Financial Indicators

Summary Balance Sheet

Million TL 30.06.2025 31.12.2024
Current Assets 212,167 179,641 18%
Property, Plant and Equipment - Net 118,761 113,503 5%
Total Assets 417,178 381,256 9%
Current Liabilities 167,114 143,977 16%
Total Liabilities 276,719 246,820 12%
Shareholders' Equity 140,459 134,436 4%

Summary Income Statement

Million TL 1H'25 1H'24 YOY % 2Q'25 2Q'24 YoY %
Total Revenues 365,360 326,014 12% 194,793 144,203 35%
Export (8) 299,697 252,832 19% 161,955 109,964 47%
Domestic 65,663 73,182 -10% 32,838 34,239 -4%
Gross Profit 30,805 33,275 -7% 16,064 13,927 15%
Operating Profit 20,229 18,460 10% 11,992 5,446 120%
Adj. EBITDA (9) 30,587 25,960 18% 17,355 9,428 84%
Adj. EBITDA (4) (excl. other items) 25,955 25,831 0% 14,016 10,622 32%
Profit Before Tax 16,229 20,982 -23% 6,473 6,504 0%
Net Income 12,988 21,206 -39% 6,111 8,070 -24%
Other Financial Data
Depreciation & Amortization 7,667 5,982 28% 3,951 2,896 36%
Straight line expenses related
to embedded lease (0) 2,691 1,518 77% 1,412 1,086 30%
Net Financial Income / Expense -20,057 -13,195 52% -13,277 -7,163 85%
Capital Expenditures (11) 9,738 17,893 -46% 5,272 8,034 -34%

(8) Export revenues include exports from Ford Otosan and Ford Romania SRL.

(9) Starting from 1H25, the Company will refer to its reported EBTDA". This change in terminday does not involve any reviously reported quarterly or half- year EBTDA figures. The foreign exchange impact on short-tern Euro-denominated receivables realized within the collection period under its cost-pus agreement with Ford Motor Company (other experses reated to experses reated to enbedded lase (19) into its alculation of adjusted EBITDA as part of its core operations.

(10) In line with FRS 16, Ford Otosan identifies fixed exclusively for the 1 Ton commercial vehicles (Yeriköy Plant) and redassifies them from from from from from from from f fixed assets to "Other Receivables" as the lesses are no longer depeciated or included in the fixed asset register, as they are over by Ford Motor Company. The reclassified lease receivables are any and the projects based on the planned vehicle sales volumes. Instead of recording ford Orosan offsets these receivables against export reflecting the recovery of investment through vehicle sales invoices under its cost-plus model. (11) Includes purchase of property, plant and equipment; purchase of intangible assets and cash advances given and payables.

Summary Cash Flow Statement

Million TL 30.06.2025 30.06.2024 C
Net Cash from Operating Activities 59,566 6,326 842%
Net Cash Used in Investing Activities -9.233 -17,851 -48%
Net Cash from Financing Activities -14,030 17,978 N/M
Monetary Gain/(Loss) on Cash & Equivalents -5,475 -6,325 -13%
Beginning Balance of Cash & Equivalents 26,052 25,594 2%
End of Period Balance of Cash & 56,971 25,752 121%
Equivalents

Financial Ratios

30.06.2025 31.12.2024
Net Debt / Adj. EBITDA (12,13) 1.66 2.38
Return on Equity 27.9% 35.6%
Debt Ratio 66.3% 64.7%
Capex / Sales 2.7% 5.6%

Margins

1H 25 11-24 2Q'25 20'24 (
Gross Margin 8.4% 10.2% -1.8 pp 8.2% 9.7% -1.5 pp
Operating Margin 5.5% 5.7% -0.2 pp 6.2% 3.8% 2.4 pp
Adj. EBITDA Margin (13) 8.4% 8.0% 0.4 pp 8.9% 6.5% 2.4 pp
Adj. EBITDA Margin (exc. other items) (13) 7.1% 7.9% -0.8 pp 7.2% 7.4% -0.2 pp
PBT Margin 4.4% 6.4% -2.0 pp 3.3% 4.5% -1.2 pp
Net Margin 3.6% 6.5% -2.9 pp 3.1% - 5.6% -2.5 pp

(12) Net Debt / EBITDA is capped at 3,5x.

(13) Starting from 1925, the Company will refer to its reported EBTDA". This change in terminday does not involve any reviously reported quarterly or half- year EBITDA figures. The Company intern Euro-denominated realized within the collection period under is cost-dus agreement with Ford Motor Company (other income in activities) and straight-line expenses related to embedded lease into its calculation of adjusted EBITDA as part of its core operations.

10. Other Material Developments

  • International rating agency Fitch Ratings has updated its rating report on Ford Otosan in which the long-term credit rating of "BB+" with a stable outlook remains unchanged.
  • The resolution of the general assembly dated 26.03.2025 regarding the election of Güney Bağımsız Denetim ve ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the independent audit firm for the auditing of the financial reports for the 2025 accounting period has been registered on 11.04.2025.
  • The distribution of duties has been made by the Resolution of our Board of Directors, and it has been decided to appoint Mr. Yıldırım Ali Koç as the Chairman of the Board and Mr. James Kieran Vincent Cahill as the Vice Chairman of the Board. The Board of Directors resolved that in accordance with Capital Markets Board's Communique II-17.1. on Corporate Governance; Mr. Umran Savaş İnan and Ms. Katja Windt have been elected to the Audit Committee membership. Mr. Umran Savaş İnan has been elected as the Chairperson, and Mr. Haydar Yenigün, Mr. David Joseph Cuthbert Johnston, Ms. Katja Windt and Ms. Saibe Gül Ertuğ as the members of the Corporate Governance Committee which also fulfills the duties assigned to the Nominating Committee. Mr. Umran Savaş inan has been elected as the chairperson, and Mr. Haydar Yenigün and Mr. David Joseph Cuthbert Johnston as the members of the Early Determination and Management of Risk Committee. Mr. Umran Savaş Inan has been elected as the chairperson, and Mr. Haydar Yenigün and Mr. James Kieran Vincent Cahill as the members of the Remuneration Committee.
  • Regarding the issuance of debt instruments, which is the subject of our material disclosure dated February 18, 2025, it was announced that our domestic debt instrument issue request up to 12 bn TL, to be issued in various series and maturities, either privately placed and/or sold to qualified investors, was approved by the Board in the weekly bulletin of the Capital Markets Board numbered 2025/24.
  • The coupon payment of our Company's bond with the ISIN code of XS2782775345 was completed on 25.04.2025.
  • · The amendment of Article 6 of our Company's Articles of Association, titled "Capital", was registered by the Istanbul Trade Registry on 30.05.2025.
  • At the Ordinary General Assembly Meeting held on March 26, 2025, Mr. Levent Çakıroğlu, who had been elected to the Board of Directors from among the nominees of Group B shareholders, has resigned from his position as a member of the Board of

Directors. The Board of Directors has resolved to appoint Mr. Mehmet Apak to the vacant Board position to serve until the first upcoming General Assembly Meeting and, subject to the approval of the General Assembly, to complete the remainder of his predecessor's term

• • With the authorization granted by the Capital Markets Board (CMB) to carry out corporate rating activities in accordance with the Corporate Governance Principles, Kobirate Uluslararası Kredi Derecelendirme ve Kurumsal Yönetim Hizmetleri A.Ş (Kobirate) published Corporate Governance Compliance Rating Report for Ford Otosan. As of June 23, 2025, our Company's Corporate Governance Rating has been determined as 9.60 (96.0%).

11. Guidance

Total Turkish Automotive Market domestic retail sales guidance was increased as a result of the stronger than expected demand outlook in the domestic market for the full year. CAPEX guidance has been revised due to calendarization of investment spending.

For 2025, we anticipate total automotive market sales to range between 1,050,000 and 1,150,000 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 €600-700 million.

2024 2025 Guidance
Actuals Previous Updated
(Feb 17, 2025)
Total Turkish Automotive Market 1,279k 950k-1,050k 1,050k-1,150k
Retail Domestic Volume 114k 90k-100k 90k-100k
Export Volume 546k 610k-660k 610k-660k
Türkiye 330k 410k-440k 410k-440k
Romania 216k 200k-220k 200k-220k
Wholesale Volume 661k 700k-760k 700k-760k
Total Production Volume 633k 700k-750k 700k-750k
Türkiye 382k 460k-490k 460k-490k
Romania 251k 240k-260k 240k-260k
Capex (Only Fixed Assets Inv.) (14) €739 mn €750-850 mn €600-700 mn
General Investments €128 mn €130-150 mn €130-150 mn
Product Related Investment €611 mn €620-700 mn €470-550 mn
Revenue Growth Flat High Single Digit High Single Digit
Adjusted EBITDA Margin (15) 7.2% 7% - 8% 7% - 8%

FORD OTOMOTİV SANAYİ A.Ş.

(14) Includes purchase of property, plant and equipment; purchase of intangible assets and cash advances given and payables.

(15) Starting from 1H25, the Company will refer to its really the Change in terminding does not involve any reviously reported quarterly or half- year EBITDA figures. The Compact on short-tern Euro-denominated realized within the collection period under is cost-clus acreement with Ford Motor Company (other income in activites) and straight-line expenses related to embedied lease into its calculation of adjusted EBITDA as part of its core operations.

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