UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
________________
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-3950
A. Full title of the plan and the address of the plan:
Associates First Capital Corporation Retirement Savings and
Profit Sharing Plan
250 Carpenter Freeway, Irving, Texas 75062-2729
B. Name of issuer of the securities held pursuant to the plan and address
of its principal executive office:
Ford Motor Company
The American Road, Dearborn, Michigan 48121
<PAGE>
Required Information
Page(s)
Report of Independent Accountants 1
Financial Statements and Schedules
Statements of Net Assets Available for Benefits,
as of December 31, 1993 and 1992 2
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1993 3
Notes to Financial Statements 4-11
Item 27a - Schedule of Assets Held for Investment Purposes
at December 31, 1993 12
Item 27d - Schedule of Reportable Transactions for the
year ended December 31, 1993 13
Exhibits
Exhibit A - Consent of Coopers & Lybrand, filed with this
report.
Signature
Pursuant to the requirements of Section 15(d), of the Securities Exchange
Act of 1934, the Associates First Capital Corporation Retirement Savings and
Profit Sharing Plan Committee has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ASSOCIATES FIRST CAPITAL CORPORATION
RETIREMENT SAVINGS AND PROFIT SHARING
PLAN
June 28, 1994 By /s/ ROY A. GUTHRIE
Plan Committee Member
The financial statements and schedules for the Associates First Capital
Corporation Retirement Savings and Profit Sharing Plan, included in this Form
11-K, have been prepared in accordance with the financial reporting require-
ments of the Employee Retirement Income Security Act of 1974 (ERISA).
<PAGE>
Report of Independent Accountants
To the Board of Directors
of Ford Motor Company:
We have audited the accompanying financial statements of net assets available
for benefits of Associates First Capital Corporation Retirement Savings and
Profit Sharing Plan as of December 31, 1993 and 1992 and the related statement
of changes in net assets available for benefits for the year ended December
31, 1993. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as
of December 31, 1993 and 1992, and the changes in net assets available for
benefits for the year ended December 31, 1993 in conformity with generally
accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes at December 31, 1993, and reportable transactions
for the year ended December 31, 1993 are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, as amended. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements taken as
a whole.
Dallas, Texas
June 15, 1994
<PAGE>
ASSOCIATES FIRST CAPITAL CORPORATION
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1993 and 1992
1993 1992
ASSETS
Investments - NOTE 4
Uninvested cash $ 124 $ 76,149
Money market mutual fund (at fair
market value) 41,184,513 35,638,786
Mutual funds (at fair market value) 88,208,812 44,967,241
Common stock (at fair market value) 552,305 6,681,582
Loans to participants 10,940,111 7,582,318
140,885,865 94,946,076
Employer contributions receivable 9,593,569 8,066,805
Net assets available for benefits $150,479,434 $103,012,881
The accompanying notes are an integral
part of the financial statements.
<PAGE>
ASSOCIATES FIRST CAPITAL CORPORATION
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 1993
1993
Additions
Assets transferred from merged plans $ 12,548,666
Contributions
Employer 14,407,996
Participants 16,254,675
Dividend and interest income 9,854,061
Net appreciation of investments 5,907,930
Other 7,688
58,981,016
Deductions
Distributions to participants 11,514,463
Net increase 47,466,553
Net assets available for benefits
Beginning of year 103,012,881
End of year $150,479,434
The accompanying notes are an integral
part of the financial statements.
<PAGE>
ASSOCIATES FIRST CAPITAL CORPORATION
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
General
The Associates First Capital Corporation Retirement Savings and Profit Sharing
Plan (the "Plan") is a defined contribution plan intended to provide
assistance in accumulating personal savings for retirement. The Plan is
designed to qualify under Section 401(a) and 401(k) of the Internal Revenue
Code. The Plan has not yet been submitted to the Internal Revenue Service for
approval as a qualified tax-exempt plan; however, management of the plan
sponsor, Associates First Capital Corporation ("First Capital"), believes such
approval will be obtained. Consequently, the Plan provisions are subject to
issuance of a favorable determination letter by the Internal Revenue Service.
A detailed description of the Plan is contained in the Plan document.
Certain qualified plans and their participants have been merged with the Plan
from time to time pursuant to transactions in which other entities have been
acquired by First Capital. In addition to the mergers, during 1993, two
investment programs were added to the Plan, the Fidelity Asset Manager Fund
and the Ford Stock Fund. Also during the year, the Plan was amended to allow
participants to change the allocation percentage in each program at any time
during the year; the number of times a participant can change their allocation
percentage is only limited by the rules of each fund.
The Plan is administered by a committee (the "Committee") appointed by the
board of directors of First Capital. First Capital is an indirect subsidiary
of Ford Motor Company ("Ford"). Plan participants may invest, through the
Plan, in Ford common stock.
Fidelity Management Trust Company (the "trustee") holds the Plan's investment
assets. Participants direct the investments for their accounts. First
Capital may, but is not required to, pay all trustee fees and administrative
expenses. During 1993, all trustee fees and administrative expenses were paid
by First Capital.
Eligibility and Contributions
Full-time employees of First Capital over the age of 25, employed on or after
December 1, 1989, are eligible to contribute to the Plan on their date of
employment. Full-time employees, hired under the age of 25, are eligible to
contribute to the Plan at the earlier of completion of one year of service or
attainment of age 25. Part-time employees, hired on or after December 1,
1989, become participants in the Plan after completing 1,000 hours of service
during a twelve-consecutive-month period. Participation in the Plan is
voluntary. Participants may elect to contribute a portion of their annual
compensation on a pre-tax or post-tax basis (or a combination of both) up to
a maximum of 12% of their covered compensation. First Capital matches
participants' contributions up to 6% of their covered compensation at the rate
of 50%. In addition, First Capital can make profit sharing contributions to
the Plan as the board of directors determines. For the years ended December
31, 1993 and 1992, discretionary contributions were $9,593,569 and $8,066,805,
respectively. Earnings for each investment program are allocated based on
participants' daily balances within that investment program.
<PAGE>
Forfeitures
Actual forfeitures, which become available from the nonvested balances of
terminated participants, are used to (1) restore amounts previously forfeited
by participants but required to be reinstated upon resumption of employment,
subject to certain limitations and conditions, (2) pay First Capital's
matching contributions and profit sharing contributions, and (3) pay plan
expenses not paid by First Capital.
Investment Participation
Participant contributions are invested in accordance with the participant's
election in one or more of several investment programs.
The investment program options are the same for all contributions made to the
Plan. Participants may change the composition of their share of net assets
and their allocation percentage in each program at any time during the
calendar year. The estimated number of participants with a share of net
assets at December 31, 1993 and 1992 by investment program is as follows:
December 31
1993 1992
Fidelity Puritan Fund 3,043 2,328
Fidelity Magellan Fund 4,049 2,982
Fidelity Intermediate Bond Fund 2,025 2,115
Fidelity Retirement Money Market Portfolio 8,956 8,253
Fidelity Asset Manager Fund 1,233 -
Paramount Common Stock - 2,120
Ford Stock Fund 170 -
At December 31, 1993, 11,427 participants held assets in the Plan.
Investment Programs
Fidelity Puritan Fund - Puritan Fund is a growth and income fund. It seeks
current income consistent with preservation of capital by investing in a
broadly diversified portfolio of common stocks, preferred stocks and bonds,
including lower-quality, high-yield debt securities. Dividend amounts will
vary. The Fund's share price and return will fluctuate.
Fidelity Magellan Fund - Magellan Fund is a growth fund. It seeks long-term
capital appreciation by investing in the stocks of both well-known and lesser-
known companies with potentially above-average growth potential and a
correspondingly higher level of risk. Securities may be of foreign and
domestic companies. The Fund's share price and return will fluctuate.
Fidelity Intermediate Bond Fund - Intermediate Bond Fund is an income fund.
It seeks a high level of current income by investing primarily in investment-
grade fixed income obligations rated Baa or better by Moody's or BBB or better
by Standard & Poor's, including corporate bonds, mortgage securities, bank
obligations and U.S. government and agency securities. The Fund's dollar-
weighted average portfolio maturity ranges between three and ten years. The
Fund's share price and return will fluctuate.
<PAGE>
Fidelity Retirement Money Market Portfolio - Retirement Money Market Portfolio
is a money market fund. It seeks as high a level of current income as is
consistent with the preservation of principal and liquidity. It invests in
high-quality, U.S. dollar-denominated money market instruments of U.S. and
foreign issuers. While the Portfolio seeks to maintain a $1.00 share price,
there is no assurance that it will be able to do so. An investment in the
Portfolio is not insured or guaranteed by the U.S. government. The
Portfolio's yield will fluctuate. Retirement Money Market Portfolio is a
conservative, relatively low-risk investment.
Fidelity Asset Manager - Asset Manager is an asset allocation fund. It seeks
high total return with reduced risk over the long term by allocating its
assets among domestic and foreign equities, bonds and short-term instruments.
In order to achieve its investment objective, the Fund gradually shifts its
assets among and across these groups as market or other conditions change.
Dividend amounts will vary. Normally the fund will allocate its assets within
the following investment parameters: 10-60% in equities, 20-60% in bonds and
0-70% in short-term instruments. Over time, the Fund's allocation will
fluctuate around a mix of 40% stocks, 40% bonds, and 20% short-term
instruments. The Fund's share price and return will fluctuate.
Paramount Common Stock - This fund consisted of the common stock of the former
parent company, Paramount Communications Inc. No new entrants were allowed
in the fund, since participation was frozen at the date of sale of First
Capital to Ford Motor Company in October 1989. All shares remaining in the
Plan on February 4, 1993 were sold and the proceeds were invested according
to participants' current investment mixes.
Ford Stock Fund - The Ford Stock Fund invests primarily in Ford common stock
with a small percentage of the Fund held in money market investments for
liquidity purposes. The value of the Ford Stock Fund will be affected
principally by the market value of the Ford Motor Company common stock. Since
the Fund invests mostly in Ford common stock, an investment in the Fund does
not have the advantage of diversification or investment management. The value
of this Fund should be expected to fluctuate more than that of other plan
investment options.
Vesting
Participants are fully vested in their contributions, and earnings on those
contributions, at all times. Balances transferred from certain predecessor
plans and rollovers from other qualified plans are fully vested. Participants
become vested in First Capital's matching contributions made on their behalf,
and earnings thereon, at a rate of 20% for each year of service. Participants
become 100% vested in First Capital's voluntary profit sharing contributions
after 5 years of service. However, certain participants with a last hire date
prior to January 1, 1992, may vest in First Capital's voluntary profit sharing
contributions at 20% for each year of service. Additionally, participants
become 100% vested in First Capital's matching and voluntary profit sharing
contributions made on their behalf, and interest earnings thereon when they
retire under First Capital's pension plan; become disabled and eligible for
long-term disability benefits; die, or cease participation due to termination
of the Plan.
<PAGE>
Benefits
A participant's total account balance is paid to the participant in
installments or in a lump sum upon retirement or disability, or in a lump sum
upon termination of employment. If the participant's vested balance is
greater than or equal to $3,500, the participant can elect to defer the
distribution until the age of 65. Upon the death of the participant, the
total account balance is paid to the participant's beneficiary in a lump sum.
Rollovers
Participants receiving a lump sum distribution from another qualified plan
may, within the time provided under the Internal Revenue Service Code, make
a rollover contribution to the Plan if approved by the Committee. In
addition, if the Committee approves, the Plan may accept a direct rollover of
an eligible rollover distribution from another qualified retirement plan.
Rollover contributions do not qualify for matching by First Capital.
Withdrawals
Pursuant to Plan provisions, participants may make withdrawals from accounts
prior to retirement, disability or death. Withdrawals are limited to the
following: amounts are taken first from post-tax contributions, then earnings
attributable to post-tax contributions and finally, if the participant is age
59-1/2 or more, from pre-tax contributions and earnings.
Participants may withdraw from pre-tax contributions prior to age 59 1/2, but
not the related earnings, in the event of financial hardship (i.e., excess
medical expenses, tuition payments, purchase of a primary residence, or to
prevent eviction or foreclosure). Proof of the financial hardship must be
submitted to the Committee for approval.
Loans to Participants
The Committee or its designee may authorize a loan or loans to participants
of the Plan. Participant loans are limited to 50% of vested interest up to
the maximum specified by a plan formula; however, the minimum loan request is
$500.
<PAGE>
Asset Values and Number of Shares
The number of shares and the asset value per share by investment within the
investment program of the Plan at December 31, 1993 and 1992 are as follows
(shares in thousands):
December 31
1993 1992
Number of Value Per Number of Value Per
Shares Share Shares Share
Fidelity Puritan Fund 1,530 $15.75 787 $14.74
Fidelity Magellan Fund 594 70.85 365 63.01
Fidelity Intermediate Bond
Fund 1,112 10.78 994 10.41
Fidelity Retirement Money
Market Portfolio 41,185 1.00 35,639 1.00
Paramount Common Stock - - 148 45.00
Fidelity Asset Manager 651 15.40 - -
Ford Stock Fund 45 12.31 - -
Plan Termination
Although it has not expressed any intention to do so, First Capital has the
right to terminate the Plan. Upon termination, First Capital and the
Committee will direct the trustee to distribute the assets of the Plan to the
participating employees in accordance with their interest. In the event of
termination of the Plan, all accounts become fully vested to the participants.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investments
Investments in common stock are accounted for as of trade-date and are valued
at quoted market prices. Investments in mutual funds are valued at fair value
as determined by the fund manager based on the fair value of the underlying
fund securities.
Loans to participants are carried at cost, which approximates market value.
Dividend and interest income is recognized as earned.
The Plan presents in the statement of changes in net assets available for
benefits, the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Contributions
Contributions to the Plan from employees and from First Capital and
participating subsidiaries are recorded in the period that payroll deductions
are made from Plan participants.
<PAGE>
NOTE 3 - BENEFITS PAYABLE
Amounts reported in the accompanying financial statements are different than
the amounts reported in the Plan's 1993 and 1992 Form 5500 due to the
Department of Labor's requirement to recognize benefits payable to
participants in the Plan as liabilities on the Form 5500 as follows (in
thousands):
Accrued Benefits
Payable Distributions to
December 31 Participants
1993 1992 December 31, 1993
Financial Statements $ - $ - $11,514
Form 5500 1,040 2,426 10,129
<PAGE>
<TABLE>
<CAPTION>
NOTE 4 - FINANCIAL INFORMATION BY FUND
1993
P/F M/F IB/F RMM/P PCS FS/F AM/F PL UC
(a) (b) (c) (d) (e) (f) (g) (h) (i) Total
(In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available
for benefits at
December 31, 1992 $12,483 $24,646 $10,947 $40,420 $ 6,682 $ - $ 177 $ 7,582 $ 76 $103,013
Merged Plans 1,807 2,012 990 7,113 - - 164 463 - 12,549
Contributions
Employer 1,976 3,813 989 6,665 - 90 875 - - 14,408
Participants 2,457 4,382 1,221 7,292 - 31 872 - - 16,255
Dividend and
interest income 2,890 3,916 996 1,495 - - 557 - - 9,854
Net appreciation
of investments 926 3,533 377 - 267 73 732 - - 5,908
Distributions to
participants (1,240) (2,618) (884) (5,469) (1) - (532) (771) - (11,515)
Other 1 2 1 6 (1) - - 8 (10) 7
Transfers among
investment programs 4,512 5,637 (1,783) (9,652) (6,947) 431 7,868 - (66) -
Loans made, net of
principal payments (614) (1,022) (345) (1,574) - 4 (107) 3,658 - -
Current year net
increase (decrease) 12,715 19,655 1,562 5,876 (6,682) 629 10,429 3,358 (76) 47,466
Net assets available
for benefits at
December 31, 1993 $25,198 $44,301 $12,509 $46,296 $ - $629 $10,606 $10,940 $ - $150,479
Investments $24,098 $42,094 $11,991 $41,185 $ - $552 $10,026 $10,940 $ - $140,886
Employer contributions
receivable 1,100 2,207 518 5,111 - 77 580 - - 9,593
Net assets available
for benefits at
December 31, 1993 $25,198 $44,301 $12,509 $46,296 $ - $629 $10,606 $10,940 $ - $150,479
<FN>
(a) Fidelity Puritan Fund
(b) Fidelity Magellan Fund
(c) Fidelity Intermediate Bond Fund
(d) Fidelity Retirement Money Market Portfolio
(e) Paramount Common Stock
(f) Ford Stock Fund
(g) Fidelity Asset Manager Fund
(h) Participant Loans
(i) Uninvested Cash
</TABLE>
<PAGE>
NOTE 5 - LOANS TO PARTICIPANTS
At December 31, 1993 and 1992, the Plan had loans receivable from participants
amounting to $10,940,111 and $7,582,318, respectively. These loans bear
interest at prime plus 1%, payable in monthly installments up to 60 months,
and are collateralized by the participants' vested interest in the Plan.
Loans for primary residence mortgages may be paid back over 25 years.
NOTE 6 - MERGED PLANS
As a result of the December 22, 1992 acquisition of Trans-National Leasing,
Inc. by First Capital, the assets and liabilities of the Profit Sharing Plan
for Employees of Trans-National Leasing, Inc. were merged with the Plan
effective February 1, 1993.
As a result of the April 9, 1993 acquisition of Allied Finance Company by
First Capital, the assets and liabilities of the Profit Sharing Plan for
Employees of Republic Financial Services, Inc. were merged with the Plan
effective June 29, 1993.
<PAGE>
ASSOCIATES FIRST CAPITAL CORPORATION
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
(In Thousands)
<TABLE>
<CAPTION>
Identity of Description Maturity Rate of Fair Market
Issuer of Investment Date Interest Cost Value
<S> <C> <C> <C> <C> <C>
Fidelity Puritan
Fund Mutual Fund N/A N/A $ 22,888 $ 24,098
Fidelity Magellan
Fund Mutual Fund N/A N/A 39,384 42,094
Fidelity Intermediate
Bond Fund Mutual Fund N/A N/A 11,593 11,991
Fidelity Retirement Money Market
Money Market Portfolio Mutual Fund N/A Various 41,185 41,185
Fidelity Asset Manager
Fund Mutual Fund N/A N/A 9,368 10,026
Ford Stock Fund Common Stock N/A N/A 481 552
Associates First Capital
Corporation
Retirement Savings and Loans to
Profit Sharing Plan Participants Various 7% to 7.5% 10,940 10,940
Total $135,839 $140,886
</TABLE>
<PAGE>
ASSOCIATES FIRST CAPITAL CORPORATION
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Dollar Amounts In Thousands)
<TABLE>
<CAPTION>
Fair
Exp. Market
Incur. Cost Value Net
Identity Purchase Selling Lease With of of Gain/
of Issuer Description of Asset Price Price Rental Trans. Asset Asset (Loss)
(a)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity Puritan Mutual Fund
Fund Purchased $16,232 in a $16,232 - - - $16,232 $16,232
series of 251 transactions.
Sold $4,663 in a series $ 4,663 - - 4,326 4,663 $ 337
of 215 transactions.
Fidelity Magellan Mutual Fund
Fund Purchased $23,999 in a 23,999 - - - 23,999 23,999
series of 252 transactions.
Sold $8,450 in a series 8,450 - - 7,902 8,450 548
of 227 transactions.
Fidelity Intermediate
Bond Fund Mutual Fund
Purchased $6,547 in a 6,547 - - - 6,547 6,547
series of 254 transactions.
Sold $5,285 in a series 5,285 - - 5,099 5,285 186
of 229 transactions.
Fidelity Retirement
Money Market
Portfolio Money Market Mutual Fund
Purchased $29,360 in a 29,360 - - - 29,360 29,360 -
series of 254 transactions.
Sold $23,814 in a series 23,814 - - 23,814 23,814 -
of 253 transactions.
Fidelity Asset
Manager Fund Mutual Fund
Purchased $10,793 in a 10,793 - - - 10,793 10,793 -
series of 248 transactions.
Sold $1,499 in a series 1,499 - - 1,425 1,499 74
of 151 transactions.
Paramount Stock Common Stock
Sold $6,949 in a series - 6,949 - - 12,660 6,949 (5,711)
of 8 transactions.
__________
(a) Represents the fair market value of the asset at the date of purchase
for purchase reportable transactions and the fair market value of the
asset at the date of sale for sell reportable transactions.
<PAGE>
EXHIBIT A
CONSENT OF INDEPENDENT ACCOUNTANTS
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Associates First Capital Corporation Retirement
Savings and Profit Sharing Plan Registration
Statement No. 33-50087
We consent to the incorporation by reference in the above Registration
Statement on Form S-8 of our report dated June 15, 1994 to the Board of
Directors of Ford Motor Company which is included in this Annual Report
on Form 11-K.
COOPERS & LYBRAND
Dallas, Texas
June 28, 1994
</TABLE>
