<PAGE>
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, 1994
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
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Required Information
Page(s)
Report of Independent Accountants 1
Financial Statements and Schedules
Statements of Net Assets Available for Benefits,
as of December 31, 1994 and 1993 2
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1994 3
Notes to Financial Statements 4-11
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1994 12
Item 27d - Schedule of Reportable Transactions for the
year ended December 31, 1994 13
Exhibits
Exhibit A - Consent of Coopers & Lybrand L.L.P., 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 16, 1995 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
Annual Report on Form 11-K, have been prepared in accordance with the
financial reporting requirements of the Employee Retirement Income Security
Act of 1974 (ERISA).
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Report of Independent Accountants
To the Board of Directors
of Associates First Capital Corporation and
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, 1994 and 1993 and the related statement
of changes in net assets available for benefits for the year ended December
31, 1994. 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, 1994 and 1993, and the changes in net assets available for
benefits for the year ended December 31, 1994 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 as of December 31, 1994, and reportable
transactions for the year ended December 31, 1994 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 audit 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 16, 1995
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ASSOCIATES FIRST CAPITAL CORPORATION
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1994 and 1993
1994 1993
ASSETS
Investments - NOTE 4
Uninvested cash $ - $ 124
Money market mutual fund (at fair
market value) 53,967,191 41,184,513
Mutual funds (at fair market value) 93,407,721 88,208,812
Common stock (at fair market value) 3,148,293 552,305
Loans to participants 12,551,384 10,940,111
163,074,589 140,885,865
Employer contributions receivable 11,029,747 9,593,569
Net assets available for benefits $174,104,336 $150,479,434
The accompanying notes are an integral
part of the financial statements.
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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, 1994
1994
Additions
Assets directly transferred to the Plan $ 4,126,858
Contributions:
Employer 16,674,277
Participants 18,464,567
Dividend and interest income 7,829,377
Net depreciation in fair value of
investments (6,934,858)
Other 29,062
40,189,283
Deductions
Benefits paid to participants 16,564,381
Net increase 23,624,902
Net assets available for benefits
Beginning of year 150,479,434
End of year $174,104,336
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 was submitted to the Internal Revenue Service in March, 1995
seeking approval as a qualified tax-exempt plan. Consequently, the Plan
provisions are subject to issuance of a favorable determination letter by the
Internal Revenue Service. Management of the plan sponsor, Associates First
Capital Corporation ("First Capital"), believes such approval will be
obtained. 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.
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 1994, 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, 1994 and 1993, discretionary contributions were $11,029,747 and
$9,593,569, respectively. Earnings for each investment program are allocated
based on participants' daily balances within that investment program.
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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, 1994 and 1993 by investment program is as follows:
December 31
1994 1993
Fidelity Puritan Fund 3,259 3,043
Fidelity Magellan Fund 4,336 4,049
Fidelity Intermediate Bond Fund 1,884 2,025
Fidelity Retirement Money Market Portfolio 10,822 8,956
Fidelity Asset Manager Fund 1,601 1,233
Ford Stock Fund 737 170
At December 31, 1994, 13,681 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.
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.
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
meet the Plan's retirement requirements; 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 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. At December 31, 1994 and 1993, the Plan had loans receivable from
participants amounting to $12,551,384 and $10,940,111, 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.
<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, 1994 and 1993 are as follows
(shares in thousands):
December 31
1994 1993
Number of Value Per Number of Value Per
Shares Share Shares Share
Fidelity Puritan Fund 1,813 $14.81 1,530 $15.75
Fidelity Magellan Fund 668 66.80 594 70.85
Fidelity Intermediate Bond
Fund 1,140 9.83 1,112 10.78
Fidelity Retirement Money
Market Portfolio 53,967 1.00 41,185 1.00
Fidelity Asset Manager 777 13.83 651 15.40
Ford Stock Fund 286 11.00 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 the original loan principal balance less
principal repayments.
Dividend and interest income are 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.
NOTE 3 - BENEFITS PAYABLE
Amounts reported in the accompanying financial statements are different from
the amounts reported in the Plan's 1994 and 1993 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
1994 1993 December 31, 1994
Financial Statements $ - $ - $16,564
Form 5500 - 1,040 15,524
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NOTE 4 - FINANCIAL INFORMATION BY FUND
<TABLE>
<CAPTION>
1994
P/F M/F IB/F RMM/P FS/F AM/F PL
(a) (b) (c) (d) (e) (f) (g) Total
(In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available
for benefits at
December 31, 1993 $25,198 $44,301 $12,509 $46,296 $ 629 $10,606 $10,940 $150,479
Transferred Assets - - - 3,817 - - 310 4,127
Contributions
Employer 2,223 4,302 901 7,806 340 1,102 - 16,674
Participants 2,696 5,538 1,007 7,284 396 1,544 - 18,465
Dividend and
interest income 2,233 2,004 879 2,201 13 499 - 7,829
Net depreciation in
fair value of
investments (1,723) (2,750) (1,051) - (154) (1,257) - (6,935)
Benefits paid to
participants (2,123) (4,017) (1,050) (7,076) (66) (1,306) (926) (16,564)
Other 1 1 - 23 - 2 2 29
Transfers among
investment programs (181) (1,703) (1,362) 770 2,248 228 - -
Loans made, net of
principal payments (256) (748) (142) (938) (45) (96) 2,225 -
Current year net
increase (decrease) 2,870 2,627 (818) 13,887 2,732 716 1,611 23,625
Net assets available
for benefits at
December 31, 1994 $28,068 $46,928 $11,691 $60,183 $3,361 $11,322 $12,551 $174,104
Investments $26,850 $44,606 $11,202 $53,967 $3,148 $10,750 $12,551 $163,074
Employer contributions
receivable 1,218 2,322 489 6,216 213 572 - 11,030
Net assets available
for benefits at
December 31, 1994 $28,068 $46,928 $11,691 $60,183 $3,361 $11,322 $12,551 $174,104
<FN>
(a) Fidelity Puritan Fund
(b) Fidelity Magellan Fund
(c) Fidelity Intermediate Bond Fund
(d) Fidelity Retirement Money Market Portfolio
(e) Ford Stock Fund
(f) Fidelity Asset Manager Fund
(g) Participant Loans
</TABLE>
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NOTE 5 - TRANSFERRED ASSETS
As a result of the September 20, 1994 acquisition of the consumer credit card
receivables of Amoco Oil Company and the December 1994 acquisition of the
commercial fleet receivables of Amoco Oil Company by First Capital, acquired
employees were offered the option of transferring their accounts in the Amoco
Employee Savings Plan, including their outstanding loan balances, to the Plan.
These transfers were not as a result of a plan merger, but met the elective
transfer requirements of Internal Revenue Code Regulation 1.411(d)-4.
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ASSOCIATES FIRST CAPITAL CORPORATION
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
(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> <C>
Fidelity Puritan
Fund Mutual Fund N/A N/A $ 27,490 $ 26,850
Fidelity Magellan
Fund Mutual Fund N/A N/A 44,706 44,606
Fidelity Intermediate
Bond Fund Mutual Fund N/A N/A 11,785 11,202
Fidelity Retirement Money Market
Money Market Portfolio Mutual Fund N/A Various 53,967 53,967
Fidelity Asset Manager
Fund Mutual Fund N/A N/A 11,353 10,750
Ford Stock Fund Common Stock N/A N/A 3,240 3,148
Associates First Capital
Corporation
Retirement Savings and Loans to
Profit Sharing Plan Participants Various 7% to 9.5% - 12,551
Total $152,541 $163,074
</TABLE>
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ASSOCIATES FIRST CAPITAL CORPORATION
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(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> <C>
Fidelity Puritan Mutual Fund
Fund Purchased $11,863 in a $11,863 $11,863 $11,863
series of 252 transactions.
Sold $7,387 in a series $ 7,387 7,260 7,387 $127
of 242 transactions.
Fidelity Magellan Mutual Fund
Fund Purchased $19,201 in a 19,201 19,201 19,201
series of 252 transactions.
Sold $13,940 in a series 13,940 13,881 13,940 59
of 246 transactions.
Fidelity Intermediate
Bond Fund Mutual Fund
Purchased $3,974 in a 3,974 3,974 3,974
series of 248 transactions.
Sold $3,712 in a series 3,712 3,643 3,712 69
of 236 transactions.
Fidelity Retirement
Money Market
Portfolio Money Market Mutual Fund
Purchased $34,014 in a 34,014 34,014 34,014
series of 255 transactions.
Sold $21,231 in a series 21,231 21,231 21,231 -
of 250 transactions.
Fidelity Asset
Manager Fund Mutual Fund
Purchased $6,631 in a 6,631 6,631 6,631
series of 245 transactions.
Sold $4,650 in a series 4,650 4,646 4,650 4
of 218 transactions.
<FN>
__________
(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.
</TABLE>
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EXHIBIT A
CONSENT OF INDEPENDENT ACCOUNTANTS
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 16, 1995 to the Board of
Directors of Associates First Capital Corporation and the Board of Directors
of Ford Motor Company which is included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
June 16, 1995
