FORD MOTOR CO
10-Q, 1997-11-05
MOTOR VEHICLES & PASSENGER CAR BODIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q






(Mark One)

 X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
- ----  EXCHANGE ACT OF 1934
      For the quarterly period ended        September 30, 1997        OR
                                     --------------------------------

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
- ---   EXCHANGE 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)


           Incorporated in Delaware                             38-0549190
       ---------------------------------                -----------------------
        (State or other jurisdiction of                     (I.R.S. Employer
         incorporation or organization)                   Identification Number)


        The American Road, Dearborn, Michigan                       48121
        -----------------------------------------------------------------------
        (Address of principal executive offices)                  (Zip Code)

        Registrant's telephone number, including area code:    313-322-3000
                                                             -----------------


Indicate by checkmark whether 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 was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x . No     .
                                      ---      ---

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date: As of September 30, 1997, the Registrant had outstanding 1,129,141,882
shares of Common Stock and 70,852,076 shares of Class B Stock.





                                  Page 1 of 23

               Exhibit index located on sequential page number 19

<PAGE>


<TABLE>
<CAPTION>
                                                Ford Motor Company and Subsidiaries

                                                            HIGHLIGHTS
                                                            ----------



                                                         Third Quarter                             Nine Months
                                                   ----------------------------            ----------------------------
                                                      1997              1996                 1997              1996
                                                   -----------        ---------            ----------        ----------
                                                           (unaudited)                            (unaudited)
<S>                                                 <C>               <C>                  <C>                <C>
Worldwide vehicle unit sales of
 cars and trucks (in thousands)
- - United States                                         940               884                 3,029             2,891
- - Outside United States                                 656               568                 2,123             2,009
                                                      -----             -----                 -----             -----
   Total                                              1,596             1,452                 5,152             4,900
                                                      =====             =====                 =====             =====

Sales and revenues (in millions)
- - Automotive                                       $ 28,196           $26,459              $ 89,926          $ 86,518
- - Financial Services                                  7,900             7,501                22,637            21,640
                                                   --------           -------              --------           -------
   Total                                           $ 36,096           $33,960              $112,563          $108,158
                                                   ========           =======              ========          ========

Net income (in millions)
- - Automotive                                       $    634           $    15              $  3,373          $  1,265
- - Financial Services                                    491               671                 1,751             1,977
                                                   --------           -------              --------          --------
   Total                                           $  1,125           $   686              $  5,124          $  3,242
                                                   ========           =======              ========          ========
                                                                                           

Capital expenditures (in millions)
- - Automotive                                       $  2,268           $ 2,228              $  5,753          $  5,796
- - Financial Services                                    147               149                   413               349
                                                   --------           -------              --------          --------
   Total                                           $  2,415           $ 2,377              $  6,166          $  6,145
                                                   ========           =======              ========          ========

Automotive capital expenditures as a
 percentage of sales                                    8.0%              8.4%                  6.4%              6.7%

Stockholders' equity at September 30
- - Total (in millions)                              $ 29,677           $26,152              $ 29,677          $ 26,152
- - After-tax return on Common and
   Class B stockholders' equity                        15.4%             10.5%                 24.6%             17.4%

Automotive net cash at September 30
 (in millions)
- - Cash and marketable securities                   $ 19,320           $12,960              $ 19,320          $ 12,960
- - Debt                                                8,207             7,296                 8,207             7,296
                                                   --------           -------              --------          --------
   Automotive net cash                             $ 11,113           $ 5,664              $ 11,113          $  5,664
                                                   ========           =======              ========          ========

After-tax return on sales
- - U.S. Automotive                                       2.6%              3.7%                  4.3%              2.5%
- - Total Automotive                                      2.3%              0.1%                  3.8%              1.5%

Shares of Common and Class B Stock
 (in millions)
- - Average number outstanding                          1,198             1,183                 1,193             1,177
- - Number outstanding at Sept. 30                      1,200             1,185                 1,200             1,185

Common Stock price (per share)
- - High                                             $46-1/8            $34-1/4              $ 46-1/8          $ 37-1/4
- - Low                                               38-3/16            30                    30                27-1/4

AMOUNTS PER SHARE OF COMMON AND
 CLASS B STOCK AFTER PREFERRED
 STOCK DIVIDENDS

Income assuming full dilution
- - Automotive                                       $   0.51           $  0.00              $   2.72          $   1.02
- - Financial Services                                   0.39              0.56                  1.43              1.64
                                                   --------           -------              --------          --------
   Total                                           $   0.90           $  0.56              $   4.15          $   2.66
                                                   ========           =======              ========          ========

Cash dividends                                     $  0.420           $ 0.385              $  1.225          $  1.085

</TABLE>

                                                            -2-
<PAGE>

<TABLE>
<CAPTION>

                                                Ford Motor Company and Subsidiaries

                                                        VEHICLE UNIT SALES
                                                        ------------------

                                         For the Periods Ended September 30, 1997 and 1996
                                                          (in thousands)
 
 
 
                                                     Third Quarter                            Nine Months
                                               -------------------------              -------------------------
                                                1997              1996                  1997             1996
                                               --------         --------              --------         --------
                                                    (unaudited)                             (unaudited)
<S>                                            <C>              <C>                  <C>               <C>                   
North America
United States
 Cars                                            399              387                 1,205            1,228
 Trucks                                          541              497                 1,824            1,663
                                               -----            -----                 -----            -----
  Total United States                            940              884                 3,029            2,891

Canada                                            73               52                   228              174
Mexico                                            20               13                    57               39
                                               -----            -----                 -----            -----

  Total North America                          1,033              949                 3,314            3,104

Europe
Britain                                          106              100                   342              376
Germany                                          100               84                   323              330
Italy                                             43               30                   178              129
France                                            36               42                   112              147
Spain                                             28               27                   112              114
Other countries                                   45               67                   227              236
                                               -----            -----                 -----            -----

  Total Europe                                   358              350                 1,294            1,332

Other international
Brazil                                            65               44*                  165*             114*
Argentina                                         45               17*                  108*              71*
Australia                                         35               40                   101              107
Taiwan                                            20               20                    62               72
Japan                                              9               13                    30               41
Other countries                                   31               19                    78               59
                                               -----            -----                 -----            -----

  Total other international                      205              153                   544              464
                                               -----            -----                 -----            -----

Total worldwide vehicle unit sales             1,596            1,452                 5,152            4,900
                                               =====            =====                 =====            =====



</TABLE>

Vehicle unit sales generally are reported worldwide on a "where sold" basis and
include sales of all Ford-badged units, as well as units manufactured by Ford
and sold to other manufacturers

*Adjusted to reflect change in reporting practice

                                                                 -3-
<PAGE>
<TABLE>
<CAPTION>

                                                   Part I. Financial Information
                                                   -----------------------------

Item 1.  Financial Statements
- -----------------------------
                                                Ford Motor Company and Subsidiaries
                                                 CONSOLIDATED STATEMENT OF INCOME
                                                 --------------------------------
                                         For the Periods Ended September 30, 1997 and 1996
                                                           (in millions)

                                                                    Third Quarter                    Nine Months
                                                              --------------------------      --------------------------
                                                                1997            1996             1997            1996
                                                              ----------     -----------      -----------     ----------
                                                                     (unaudited)                     (unaudited)
<S>                                                           <C>            <C>              <C>             <C>
AUTOMOTIVE
Sales                                                         $28,196        $26,459          $89,926         $86,518

Costs and expenses (Note 2)
Costs of sales                                                 25,681         24,926           80,023          79,941
Selling, administrative and other expenses                      1,669          1,514            4,909           4,619
                                                              -------        -------          -------         -------
  Total costs and expenses                                     27,350         26,440           84,932          84,560

Operating income                                                  846             19            4,994           1,958

Interest income                                                   253            188              802             589
Interest expense                                                  192            155              592             537
                                                              -------        -------          -------         -------
  Net interest income                                              61             33              210              52
Equity in net income/(loss) of affiliated companies                 0            (68)             (65)            (43)
Net expense from transactions with
 Financial Services                                               (15)           (25)             (68)            (62)
                                                              -------        -------          -------         -------

Income/(loss) before income taxes - Automotive                    892            (41)           5,071           1,905

FINANCIAL SERVICES
Revenues                                                        7,900          7,501           22,637          21,640

Costs and expenses
Interest expense                                                2,430          2,458            7,208           7,318
Depreciation                                                    2,011          1,768            5,550           5,134
Operating and other expenses                                    1,727          1,559            4,801           4,522
Provision for credit and insurance losses                         835            708            2,474           1,894
Budget Rent a Car write-down and sale of
 USL Capital                                                        -           (235)               -             437
                                                              -------        -------          --------        -------
  Total costs and expenses                                      7,003          6,258           20,033          19,305
Net revenue from transactions with Automotive                      15             25               68              62
Gain on sale of Common Stock
 of a subsidiary (Note 3)                                           -              -              269             650
                                                              -------        -------          -------         -------

Income before income taxes - Financial Services                   912          1,268            2,941           3,047
                                                              -------        -------          -------         -------

TOTAL COMPANY
Income before income taxes                                      1,804          1,227            8,012           4,952
Provision for income taxes                                        595            474            2,675           1,581
                                                              -------        -------          -------         -------
Income before minority interests                                1,209            753            5,337           3,371
Minority interests in net income of subsidiaries                   84             67              213             129
                                                              -------        -------          -------         -------
Net income                                                    $ 1,125        $   686          $ 5,124         $ 3,242
                                                              =======        =======          =======         =======
Income attributable to Common and Class B Stock
 after preferred stock dividends                              $ 1,112        $   670          $ 5,083         $ 3,191

Average number of shares of Common and Class B
 Stock outstanding                                              1,198          1,183            1,193           1,177

AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK

Income                                                        $  0.93        $  0.57          $  4.26         $  2.71

Income assuming full dilution                                 $  0.90        $  0.56          $  4.15         $  2.66

Cash dividends                                                $ 0.420        $ 0.385          $ 1.225         $ 1.085


The accompanying notes are part of the financial statements.


</TABLE>

                                                                 -4-
<PAGE>

<TABLE>
<CAPTION>

                                                Ford Motor Company and Subsidiaries

                                                    CONSOLIDATED BALANCE SHEET
                                                    --------------------------
                                                           (in millions)

                                                                                          September 30,     December 31,
                                                                                              1997              1996
                                                                                         ----------------   -------------
                                                                                           (unaudited)
<S>                                                                                      <C>                <C> 
ASSETS
Automotive
Cash and cash equivalents                                                                 $  5,027           $  3,578
Marketable securities                                                                       14,293             11,836
                                                                                          --------           --------
   Total cash and marketable securities                                                     19,320             15,414

Receivables                                                                                  3,220              3,133
Inventories (Note 5)                                                                         6,320              6,656
Deferred income taxes                                                                        3,262              3,296
Other current assets                                                                         4,085              3,193
Net current receivable from Financial Services                                                 443                  0
                                                                                          --------           --------
   Total current assets                                                                     36,650             31,692

Equity in net assets of affiliated companies                                                 2,056              2,483
Net property                                                                                34,282             33,527
Deferred income taxes                                                                        4,154              4,429
Other assets                                                                                 8,298              7,527
                                                                                          --------           --------
   Total Automotive assets                                                                  85,440             79,658

Financial Services
Cash and cash equivalents                                                                    2,117              3,689
Investments in securities                                                                    2,155              2,307
Net receivables and lease investments                                                      169,914            161,906
Other assets                                                                                14,597             14,834
Net receivable from Automotive                                                                   0                473
                                                                                          --------           --------
   Total Financial Services assets                                                         188,783            183,209
                                                                                          --------           --------

   Total assets                                                                           $274,223           $262,867
                                                                                          ========           ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive
Trade payables                                                                            $ 11,942           $ 11,735
Other payables                                                                               2,395              2,206
Accrued liabilities                                                                         18,352             16,587
Income taxes payable                                                                         1,718                508
Debt payable within one year                                                                 1,587              1,661
Net current payable to Financial Services                                                        0                473
                                                                                          --------           --------
   Total current liabilities                                                                35,994             33,170

Long-term debt                                                                               6,620              6,495
Other liabilities                                                                           28,126             26,793
Deferred income taxes                                                                        1,175              1,225
                                                                                          --------           --------
   Total Automotive liabilities                                                             71,915             67,683

Financial Services
Payables                                                                                     4,130              4,695
Debt                                                                                       155,407            150,205
Deferred income taxes                                                                        4,006              4,338
Other liabilities and deferred income                                                        7,966              8,504
Net payable to Automotive                                                                      443                  0
                                                                                          --------           --------
   Total Financial Services liabilities                                                    171,952            167,742

Company-obligated mandatorily redeemable preferred securities of a subsidiary
 trust holding solely junior subordinated debentures of the Company (Note 6)                   679                680

Stockholders' equity
Capital stock
 Preferred Stock, par value $1.00 per share (aggregate liquidation preference
  of $642 million and $694 million)                                                              *                  *
 Common Stock, par value $1.00 per share (1,131 and 1,118 million shares issued)             1,131              1,118
 Class B Stock, par value $1.00 per share (71 million shares issued)                            71                 71
Capital in excess of par value of stock                                                      5,484              5,268
Foreign currency translation adjustments and other                                            (963)               (29)
Earnings retained for use in business                                                       23,954             20,334
                                                                                          --------           --------
   Total stockholders' equity                                                               29,677             26,762
                                                                                          --------           --------

   Total liabilities and stockholders' equity                                             $274,223           $262,867
                                                                                          ========           ========
- - - - -
*Less than $1 million

The accompanying notes are part of the financial statements.

</TABLE>


                                                            -5-
<PAGE>
<TABLE>
<CAPTION>

                                                Ford Motor Company and Subsidiaries

                                          CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                          ----------------------------------------------

                                         For the Periods Ended September 30, 1997 and 1996
                                                           (in millions)


                                                                           Nine Months 1997               Nine Months 1996
                                                                      ----------------------------   ---------------------------
                                                                                       Financial                     Financial
                                                                       Automotive      Services       Automotive      Services
                                                                      -------------   ------------   -------------   -----------
                                                                              (unaudited)                   (unaudited)
<S>                                                                   <C>             <C>             <C>            <C>   

Cash and cash equivalents at January 1                                 $ 3,578        $  3,689        $ 5,750        $  2,690

Cash flows from operating activities before securities trading          11,835           9,449          8,462          10,839
Net (purchases)/sales of trading securities                             (2,075)            136         (2,844)         (1,230)
                                                                       -------        --------        -------        --------
   Net cash flows from operating activities                              9,760           9,585          5,618           9,609

Cash flows from investing activities
 Capital expenditures                                                   (5,753)           (413)        (5,796)           (349)
 Purchase of leased assets                                                (332)              -           (130)              -
 Acquisitions of receivables and lease investments                           -         (86,947)             -         (82,293)
 Collections of receivables and lease investments                            -          67,246              -          62,469
 Net acquisitions of daily rental vehicles                                   -          (1,231)             -          (1,995)
 Net proceeds from USL Capital asset sales                                   -               -              -           1,157
 Purchases of securities                                                     0          (2,329)            (6)         (8,362)
 Sales and maturities of securities                                          0           2,835              7          10,266
 Proceeds from sales of receivables and lease investments                    -           1,578              -           1,011
 Net investing activity with Financial Services                            (23)              -           (254)              -
 Other                                                                      72            (150)          (523)           (204)
                                                                       -------        --------        -------        --------
   Net cash used in investing activities                                (6,036)        (19,411)        (6,702)        (18,300)

Cash flows from financing activities
 Cash dividends                                                         (1,503)            (25)        (1,328)              -
 Issuance of Common Stock                                                  229               -            124               -
 Issuance of Common Stock of a subsidiary (Note 3)                           -             453              -           1,897
 Changes in short-term debt                                               (568)          1,376            395           1,465
 Proceeds from issuance of other debt                                    1,225          17,823            300          18,650
 Principal payments on other debt                                         (655)        (12,250)          (671)        (10,407)
 Net financing activity with Automotive                                      -              23              -             254
 Other                                                                      (8)             (5)           (43)           (266)
                                                                       -------        --------        -------        --------
   Net cash (used in)/provided by financing activities                  (1,280)          7,395         (1,223)         11,593

Effect of exchange rate changes on cash                                    (79)            (57)           (73)           (206)
Net transactions with Automotive/Financial Services                       (916)            916             91             (91)
                                                                       -------        --------        -------        --------

   Net (decrease)/increase in cash and cash equivalents                  1,449          (1,572)        (2,289)          2,605
                                                                       -------        --------        -------        --------

Cash and cash equivalents at September 30                              $ 5,027        $  2,117        $ 3,461        $  5,295
                                                                       =======        ========        =======        ========

</TABLE>

The accompanying notes are part of the financial statements.

                                                       -6-
<PAGE>




                      Ford Motor Company and Subsidiaries

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                                 (unaudited)


1.   Financial Statements - The financial data presented herein are unaudited,
     but in the opinion of management reflect those adjustments necessary for a
     fair presentation of such information. Results for interim periods should
     not be considered indicative of results for a full year. Reference should
     be made to the financial statements contained in the registrant's Annual
     Report on Form 10-K (the "10-K Report") for the year ended December 31,
     1996. For purposes hereof, "Ford" or the "Company" means Ford Motor Company
     and its majority owned subsidiaries unless the context requires otherwise.
     Certain amounts for prior periods have been reclassified to conform with
     1997 presentations.

2.   Selected Automotive costs and expenses are summarized as follows (in
     millions):

<TABLE>
<CAPTION>
                                             Third Quarter                        Nine Months
                                          ---------------------              ---------------------
                                            1997        1996                   1997         1996
                                          ---------    --------              ---------    --------
<S>                                       <C>          <C>                   <C>          <C>
       Depreciation                        $701         $687                 $2,051       $1,966
       Amortization                         824          828                  2,330        2,278
</TABLE>


3.   Sale of Common Stock of a Subsidiary - During April 1997, The Hertz
     Corporation ("Hertz") completed an initial public offering ("IPO") of its
     common stock representing a 19.1% economic interest in Hertz. The Company
     recognized in second quarter earnings a non-operating gain of $269 million
     resulting from the IPO; the gain was not subject to income taxes. During
     May 1996, The Associates completed an IPO of its common stock representing
     a 19.3% economic interest in The Associates; this resulted in a
     non-operating gain of $650 million.

4.   Significant Items - The Company recorded a pre-tax charge in second quarter
     totaling $272 million ($169 million after taxes) reflecting actions that
     will be completed during 1997 and 1998. These include primarily the
     discontinuation of passenger car production at the Lorain Assembly Plant
     resulting in a write-down of surplus assets. The charge also included
     employee termination costs related to the elimination of a shift at the
     Halewood (England) Plant, and a loss on the sale of the Heavy Truck
     business.

5.   Automotive inventories are summarized as follows (in millions):
<TABLE>
<CAPTION>
                                                                     September 30,       December 31,
                                                                         1997                1996
                                                                     -------------       -------------
<S>                                                                  <C>                 <C> 
     Raw materials, work in process and supplies                         $3,340              $3,374
     Finished products                                                    2,980               3,282
                                                                         ------              ------
        Total inventories                                                $6,320              $6,656
                                                                         ======              ======

     U.S. inventories                                                    $2,336              $2,280

</TABLE>

6. Company-Obligated Mandatorily Redeemable Preferred Securities of a Subsidiary
   Trust - The sole asset of Ford Motor Company Capital Trust I (the "Trust"),
   which is the obligor on the Preferred Securities of such Trust, is $632
   million principal amount of 9% Junior Subordinated Debentures due 2025 of
   Ford Motor Company.


                                             -7-

<PAGE>



[Coopers & Lybrand L.L.P. letterhead]



                        REPORT OF INDEPENDENT ACCOUNTANTS




To the Board of Directors and Stockholders
Ford Motor Company


We have reviewed the consolidated balance sheet of Ford Motor Company and
Subsidiaries at September 30, 1997 and the related consolidated statement of
income and condensed consolidated statement of cash flows for the periods set
forth in the Ford Motor Company Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997. These financial statements are the responsibility of
the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet at December 31, 1996 and the related
consolidated statements of income, stockholders' equity and cash flows for the
year then ended (not presented herein); and in our report dated January 27,
1997, we expressed an unqualified opinion on those consolidated financial
statements.



/s/ COOPERS & LYBRAND L.L.P.

COOPERS & LYBRAND L.L.P.

Detroit, Michigan
October 13, 1997

                                        -8-
<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
- --------------------------------------------------------------------------------

OVERVIEW

The company's worldwide net income was a record $1,125 million in third quarter
1997, or $0.90 per share of Common and Class B Stock (fully diluted), compared
with $686 million, or $0.56 per share (fully diluted) in third quarter 1996. The
company's worldwide sales and revenues were $36.1 billion, up $2.1 billion from
a year ago. Vehicle unit sales of cars and trucks were 1,596,000, up 144,000
units. Stockholders' equity was $29.7 billion at September 30, 1997, up $2.9
billion compared with December 31, 1996.


RESULTS OF OPERATIONS

The company's net income for worldwide Automotive operations in third quarter
1997 and 1996 and first nine months 1997 and 1996 was as follows (in millions):

<TABLE>
<CAPTION>

                                              Third Quarter          Nine Months
                                            ----------------      ----------------
                                             1997      1996        1997       1996
                                            ------    ------      ------    ------ 
<S>                                         <C>       <C>         <C>       <C>
         U.S. Automotive                    $ 485     $ 634       $2,513    $1,379

         Automotive Outside U.S.
         - Europe                            (147)     (472)         115      (203)
         - South America                      133      (226)         111      (355)
         - Other                              163        79          634       444
                                            -----     -----       ------    ------
          Total Automotive Outside U.S.       149      (619)         860      (114)
                                            -----     -----       ------    ------

           Total Automotive                 $ 634     $  15       $3,373    $1,265
                                            =====     =====       ======    ======
</TABLE>

The company's net income for worldwide Financial Services operations in third
quarter 1997 and 1996 and first nine months 1997 and 1996 was as follows
(in millions):
<TABLE>
<CAPTION>

                                                Third Quarter           Nine Months
                                              -----------------    ------------------- 
                                                1997      1996      1997         1996
                                              -------    ------    ------       ------
<S>                                           <C>        <C>       <C>          <C>
        Ford Credit                            $ 258     $ 341     $  813       $1,056
         The Associates                          271       230        754          623
         USL Capital                               -       117          -          198
         Hertz                                    93        74        167          123
         One-Time Actions   
         - Gain on sale of Common Stock
           of The Associates and Hertz             -         -        269          650
         - Budget Rent a Car write-down
           and sale of USL Capital                 -        76          -         (342)
         Minority Interests, Eliminations,
          and Other                             (131)     (167)      (252)        (331)
                                               -----     -----     ------       ------
           Total Financial Services            $ 491     $ 671     $1,751       $1,977
                                               =====     =====     ======       ======

         Memo:  Ford's share of earnings in
         ----------------------------------
          The Associates                        $219      $186     $  608       $  555
          Hertz                                   75        74        140          123
</TABLE>

THIRD QUARTER 1997 COMPARED WITH THIRD QUARTER 1996

Automotive Operations
- ---------------------

Ford's worldwide Automotive operations earned $634 million in third quarter 1997
on sales of $28.2 billion, compared with $15 million in third quarter 1996 on
sales of $26.5 billion. Overall, the increase was more than explained by
improved results in South America and Europe.

Earnings for Automotive operations in the U.S. were down $149 million in third
quarter 1997 compared with a year ago. The decrease reflected primarily a lower
1996 effective tax rate and higher marketing costs, offset partially by improved
volumes and vehicle mix. The U.S. Automotive after-tax return on sales was 2.6%
in third quarter 1997, down 1.1 points from a year ago.

                                        -9-
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
- ------------------------------------------------------------------------

The seasonally-adjusted annual selling rate for the U.S. car and truck industry
was 15.8 million units in third quarter 1997, up from 15.4 million units in
third quarter 1996. The company expects car and truck industry sales for
full-year 1997 to be about equal to 1996. Ford's combined U.S. car and truck
share was 24.6% in third quarter 1997, up 1/10 of a point from a year ago.

Lower losses for Automotive operations in Europe reflected primarily lower
operating costs (at constant volume and mix). The European automotive industry
continues to be extremely competitive as a result of excess industry capacity;
this trend is expected to continue in fourth quarter 1997 and beyond.

The seasonally-adjusted annual selling rate for the European car and truck
industry was 15.7 million units in third quarter 1997, up from 14.6 million
units in third quarter 1996. The company expects car and truck industry sales
for full-year 1997 to be slightly above 1996. Ford's combined European car and
truck market share was 11.4% in third quarter 1997, down 6/10 of a point from a
year ago. The lower European market share resulted primarily from aggressive
marketing efforts by competitors in Germany.

Automotive operations in South America earned a profit in third quarter 1997,
compared with a loss a year ago. The improvement reflected primarily lower costs
(at constant volume and mix), higher volumes, and a favorable tax rate.

Financial Services Operations
- -----------------------------

Financial Services operations earned $491 million in third quarter 1997, down
$180 million compared with a year ago. Excluding a $76-million gain on sale of
USL Capital assets in third quarter 1996, earnings were down $104 million. The
net reduction reflects a decline in earnings at Ford Credit and the absence of
earnings from USL Capital.

Ford Credit's earnings were down $83 million from a year ago, reflecting
primarily lower net margins, higher credit losses and loss reserve requirements,
and higher operating costs. Higher levels of earning assets were a partial
offset. Net financing margins have deteriorated from a year ago, reflecting
higher depreciation costs on leased vehicles and higher borrowing costs (6.49%
net borrowing rate in 1997 compared with 6.41% in 1996). Higher depreciation
costs on leased vehicles (reflecting lower-than-anticipated residuals) are
expected to continue to depress Ford Credit's earnings in fourth quarter 1997.
Credit losses as a percent of average net finance receivables (including net
investment in operating leases) were 0.85% in third quarter 1997, compared with
0.82% in third quarter a year ago; the increase reflected higher losses per
repossession offset partially by a decrease in repossession rates.

Earnings at the Associates in third quarter 1997 were an all-time record for any
quarter. Compared with third quarter 1996, the improved earnings reflected
primarily higher levels of earning assets and improved net interest margins,
offset partially by higher credit losses. Credit losses as a percent of average
net finance receivables were 2.45% in third quarter 1997, compared with 2.14% in
third quarter 1996, reflecting primarily losses in unsecured portfolios.
Unsecured losses have been driven by increases in consumer bankruptcy filings.
The Associates believes the higher levels of credit losses may continue.

Earnings at Hertz in third quarter 1997 also were an all-time record for any
quarter. Compared with third quarter 1996, improved earnings reflected continued
strong performance in the U.S. car rental market both in terms of increased
transaction volume and more favorable pricing.

                                        -10-
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
- ------------------------------------------------------------------------

FIRST NINE MONTHS 1997 COMPARED WITH FIRST NINE MONTHS 1996

Ford earned a record $5,124 million, or $4.15 per share of Common and Class B
Stock (fully diluted), in first nine months 1997, compared with $3,242 million,
or $2.66 per share (fully diluted), in first nine months 1996. One-time actions
at Financial Services operations in first nine months 1997 and 1996 are included
in the table above. Results for Automotive operations for first nine months 1997
included a $169 million charge for manufacturing restructuring actions.
Automotive results for first nine months 1996 included a $100 million charge for
employee separation programs.

The company's worldwide sales and revenues in first nine months 1997 were $112.6
billion, up $4.4 billion from a year ago. Vehicle unit sales of cars and trucks
were 5,152,000, up 252,000 units.

Automotive Operations
- ---------------------

Ford's worldwide Automotive operations earned $3,373 million in first nine
months 1997 on sales of $89.9 billion, compared with $1,265 million in first
nine months 1996 on sales of $86.5 billion. The increase was explained primarily
by improved earnings in all major regions.

Earnings on Automotive operations in the U.S. were up $1,134 million in first
nine months 1997 compared with a year ago. The increase reflected primarily
higher margins from on-going cost and quality improvements, and vehicle mix
improvements. The U.S. Automotive after-tax return on sales was 4.3% in first
nine months 1997, up 1.8 points from a year ago.

The seasonally-adjusted annual selling rate for the U.S. car and truck industry
was 15.5 million units in first nine months 1997, compared with 15.6 million
units in first nine months 1996. Ford's combined U.S. car and truck market share
was 25.1%, up 1/10 of a point compared with a year ago, and down 1/10 of a point
from full year 1996.

Earnings on Automotive operations in Europe in first nine months 1997 were up
$318 million from a year ago, reflecting primarily lower operating costs (at
constant volume and mix), offset partially by lower volumes.

The seasonally-adjusted annual selling rate for the European car and truck
industry was 14.8 million units in first nine months 1997, up from 14.3 million
units in first nine months 1996. Ford's combined European car and truck market
share was 11.5% in first nine months 1997, down half of a point from a year ago,
and down 3/10 of a point from full year 1996.

Automotive operations in South America earned a profit in first nine months
1997, compared with a loss a year ago. The improvement reflected primarily
improved volume and mix, lower material costs (at constant volume and mix), and
a favorable tax rate.

Financial Services Operations
- -----------------------------

Earnings for Financial Services operations were $1,751 million in first nine
months 1997, down $226 million compared with a year ago. Results in first nine
months 1997 and first nine months 1996 included the one-time actions shown in
the table above; excluding these items, earnings were down $187 million.

Lower consolidated net income at Ford Credit in first nine months 1997, compared
with first nine months 1996, resulted primarily from higher credit losses and
loss reserve requirements, lower net margins (resulting from the same factors as
described in the discussion of third quarter results of operations), and higher
taxes. Higher levels of earning assets were a partial offset.

                                        -11-
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
- ------------------------------------------------------------------------

Higher earnings at The Associates and at Hertz in first nine months 1997,
compared with first nine months 1996, reflected primarily the same factors as
those described in the discussion of third quarter results of operations.


LIQUIDITY AND CAPITAL RESOURCES

Automotive Operations
- ---------------------

Automotive cash and marketable securities were $19.3 billion at September 30,
1997, up $3.9 billion from December 31, 1996. The company paid $1,503 million in
cash dividends on its Common Stock, Class B Stock and Preferred Stock during
first nine months 1997.

Automotive capital expenditures were $5.8 billion in first nine months 1997,
down $43 million from the same period a year ago. For full year 1997, Ford's
capital spending is expected to be about the same as it was in 1996; however, as
a percentage of sales, spending is expected to be lower.

Automotive debt at September 30, 1997 totaled $8.2 billion, which was 22% of
total capitalization (stockholders' equity and Automotive debt), compared with
23% of total capitalization at year-end 1996.

At September 30, 1997, Ford had long-term contractually committed global credit
agreements under which $8.3 billion is available from various banks at least
through June 30, 2002. The entire $8.3 billion may be used, at Ford's option, by
any affiliate of Ford; however, any borrowing by an affiliate will be guaranteed
by Ford. Ford also has the ability to transfer on a nonguaranteed basis $8
billion of such credit lines in varying portions to Ford Credit and Ford Credit
Europe. In addition, at September 30, 1997, $465 million of contractually
committed credit facilities were available to various Automotive affiliates
outside the U.S. Approximately $71 million of these facilities were in use at
September 30, 1997.

Financial Services Operations
- -----------------------------

Financial Services cash and investments in securities totaled $4.3 billion at
September 30, 1997, down $1.7 billion from December 31, 1996.

Net receivables and lease investments were $169.9 billion at September 30, 1997,
up $8 billion from December 31, 1996.

Total debt was $155.4 billion at September 30, 1997, up $5.2 billion from
December 31, 1996.

Outstanding commercial paper at September 30, 1997 totaled $35.2 billion at Ford
Credit, $19.5 billion at The Associates, and $1.4 billion at Hertz, with an
average remaining maturity of 31 days, 24 days, and 27 days, respectively.

                                         -12-
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
- ------------------------------------------------------------------------

At September 30, 1997, Financial Services had a total of $42 billion of
contractually committed support facilities (excluding the $8 billion available
under Ford's global credit agreements). Of these facilities, $23.8 billion are
contractually committed global credit agreements under which $19.2 billion and
$4.6 billion are available to Ford Credit and Ford Credit Europe, respectively,
from various banks; 61% and 77%, respectively, of such facilities are available
through June 30, 2002. The entire $19.2 billion may be used, at Ford Credit's
option, by any subsidiary of Ford Credit, and the entire $4.6 billion may be
used, at Ford Credit Europe's option, by any subsidiary of Ford Credit Europe.
Any borrowings by such subsidiaries will be guaranteed by Ford Credit or Ford
Credit Europe, as the case may be. At September 30, 1997, $100 million of the
Ford Credit global facilities were in use and $363 million of the Ford Credit
Europe global facilities were in use. Other than the global credit agreements,
the remaining portion of the Financial Services support facilities at September
30, 1997 consisted of $16.1 billion of contractually committed support
facilities available to various affiliates in the U.S, and $2.1 billion of
contractually committed support facilities available to various affiliates
outside the U.S.; at September 30, 1997, approximately $1.3 billion of these
facilities were in use. Furthermore, banks provide $1.6 billion of liquidity
facilities to support the asset-backed commercial paper program of a Ford Credit
sponsored special purpose entity.

Debt Rating Revision
- --------------------

On October 8, 1997, Standard & Poor's Rating Group ("S&P") announced that it had
lowered certain debt ratings of Ford and certain of its subsidiaries as a result
of Ford's announced plan to spin off The Associates (discussed below). Among
others, Ford's, Ford Credit's and Ford Credit Europe's senior long-term debt
ratings were lowered from A+ to A, and Hertz' senior long-term debt and
commercial paper ratings were lowered from A- and A-1 to BBB+ and A-2,
respectively. The debt ratings of The Associates and its subsidiaries were
affirmed by S&P.

Also on October 8, 1997, Moody's Investor Service confirmed all of the debt
ratings of Ford and its subsidiaries, including the senior long-term debt
ratings of A1 for Ford, Ford Credit, and Ford Credit Europe and A3 for Hertz,
and the commercial paper rating of Prime-1 for Ford Credit, Ford Credit Europe
and Hertz.


DISTRIBUTION OF INTEREST IN ASSOCIATES FIRST CAPITAL CORPORATION

On October 8, 1997, Ford announced its plan to "spin off" or distribute its
80.7% interest in The Associates to Ford Common and Class B stockholders. The
spin-off is subject to the receipt of a ruling from the U.S. Internal Revenue
Service that the transaction will be tax-free to Ford and its stockholders. The
ruling process is expected to take several months. Upon receipt of a favorable
ruling, Ford plans to distribute its 279.5 million shares of The Associates to
Ford stockholders in proportion to their ownership of Common and Class B stock.

In 1996 and in first nine months 1997, The Associates contributed 16.8% and
11.9%, respectively, to Ford's consolidated earnings. Generally, the earnings of
The Associates have been retained by The Associates to fund its growth.


ACCOUNTING CHANGES

Brazil has been considered a highly inflationary economy since the
implementation of Statement of Financial Accounting Standards No. 52, "Foreign
Currency Translation". The instability of the local currency in a
hyperinflationary economy precludes its use as the functional currency for the
measurement of business operations. Ford has used the U.S. dollar as the
functional currency for its Brazilian operations during this hyperinflationary
period.

                                        -13-
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
- ------------------------------------------------------------------------

Beginning January 1, 1998, Brazil will no longer be considered a highly
inflationary economy. The U.S. dollar will continue to be the designated
functional currency for Ford's Brazilian operations in 1998 based on the primary
economic environment in which the operations are conducted. Therefore, the
change to a non-highly inflationary designation will have no effect on Ford's
consolidated financial statements in 1998.

The designated functional currency for Ford Brazil will be reviewed
periodically.


OTHER FINANCIAL INFORMATION

Coopers & Lybrand L.L.P., Ford's independent public accountants, performed a
limited review of the financial data presented on pages 4 through 7 inclusive.
The review was performed in accordance with standards for such reviews
established by the American Institute of Certified Public Accountants. The
review did not constitute an audit; accordingly, Coopers & Lybrand L.L.P. did
not express an opinion on the aforementioned data. The financial data include
any material adjustments or disclosures proposed by Coopers & Lybrand L.L.P. as
a result of their review.

                                   -14-
<PAGE>


                           Part II. Other Information
                           --------------------------

Item 1.  Legal Proceedings
- --------------------------

Environmental Matters
- ---------------------

Bridgend Plant. Britain's Environment Agency recently began prosecuting Ford's
British subsidiary, Ford Motor Company Limited ("Ford Britain"), for an alleged
discharge into the River Ewenny in September 1995 of pollutive matter from Ford
Britain's plant in Bridgend. Fines in excess of the equivalent of $100,000 could
be imposed and Ford Britain may be required to pay for the cost of restocking
the river with fish.

Other Matters
- -------------

Lemelson Patent Case. (Previously discussed in the second paragraph on page 19
of Ford's Annual Report on Form 10-K for the year ended December 31, 1996 (the
"10-K Report") and the third paragraph on page 14 of Ford's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997 (the "Second Quarter 10-Q
Report").) In August 1997, the Court of Appeals for the Federal Circuit in
Washington, D.C. denied Ford's request to hear an appeal at this time of the
District Court's decision to dismiss Ford's defense that Lemelson engaged in
undue delay in prosecuting the patent applications. Lemelson has requested that
the case be scheduled for an immediate trial, but Ford has moved to have the
case sent back to the magistrate judge for consideration of Ford's eleven
pending motions for summary judgment. A hearing to resolve these issues is
expected to be scheduled soon. In October 1997, Mr. Lemelson died; Ford
anticipates that the partnership which owns Mr. Lemelson's patents will be
substituted as a party to the lawsuit.

Paint Class Actions. (Previously discussed in the third paragraph on page 19 of
the 10-K Report and the fourth paragraph on page 14 of the Second Quarter 10-Q
Report.) The federal court in Louisiana granted in part and denied in part
Ford's most recent motion to dismiss one of the purported nationwide class
actions (Landry) relating to alleged defects in paint processes. The court
permitted certain plaintiffs to amend their complaint, and Ford will be filing
another motion to dismiss some of the claims in the amended complaint.
Plaintiffs in that case also have moved for class certification; Ford will
oppose that motion.

Bronco II Class Actions. (Previously discussed in the fourth paragraph on page
19 of the 10-K Report.) Two of the purported Bronco II class actions
consolidated before the Louisiana federal court have been dismissed. The first
(Kloster) was voluntarily dismissed by the plaintiffs in August 1997; the second
(Washington) was dismissed by the court in September 1997. Ford has motions for
summary judgment pending in the five remaining federal cases. With respect to
the case pending in Alabama state court (Rice), the court recently denied Ford's
motion to vacate the conditional class certification order and certified a class
of Alabama-only owners of Bronco II vehicles. Ford will seek Alabama Supreme
Court review of this ruling. The Alabama court also denied Ford's motion for
summary judgment. Because the court believed such motion involved a controlling
question of law on which there was substantial grounds for difference of
opinion, it asked the Alabama Supreme Court to review the ruling. Class action
proceedings at the trial level were stayed pending this review. The other
purported class action remains pending in Texas state court. Also continuing is
the purported class action in West Virginia relating to alleged concealment of
Bronco II documents (previously discussed in the second paragraph on page 13 of
Ford's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 (the
"First Quarter 10-Q Report")).


<PAGE>

Item 1.  Legal Proceedings (Continued)
- --------------------------------------

Ignition Switch Class Actions. (Previously discussed in the first paragraph on
page 20 of the 10-K Report and the fifth paragraph on page 14 of the Second
Quarter 10-Q Report.) In August 1997, the federal court in New Jersey denied the
plaintiffs' motion for class certification in all fourteen cases relating to
allegedly defective ignition switches. The court held that whether an ignition
switch is defective depends on facts particular to each vehicle and other
claimant-specific issues. The court also held that the National Highway Traffic
Safety Administration ("NHTSA") is the appropriate forum for addressing whether
a defect exists. Also, in September 1997, the court dismissed all of plaintiffs'
non-incident claims except the breach of contact, voiding of sale, and strict
liability claims of the Louisiana plaintiffs. Plaintiffs have filed a motion to
remand the cases to the courts from which they originated. Plaintiffs also have
moved to overturn the court's denial of class certification on the basis that
the court lacked subject matter jurisdiction once the federal law claims were
dismissed. Ford will move for summary judgment in each of the individual
actions. The court's denial of class certification in these actions moots the
petition of State Farm Insurance Company to intervene and assert subrogation
rights relating to payments made to members of one of the purported classes.

TFI Module Class Actions. (Previously discussed in the third paragraph on page
20 of the 10-K Report.) The California court certified a class of plaintiffs
consisting of California residents who are owners (original or current) or
lessees of 1983 through 1995 model year vehicles equipped with
distributor-mounted thick film ignition (TFI) modules. The court's ruling is
conditional, and evidence developed during discovery may later indicate that
class certification is inappropriate. Ford will appeal the decision and, if
necessary, move the court to decertify the class before the trial date has been
set. In related developments, Ford has urged NHTSA to review allegations by
plaintiffs and NHTSA's former chief investigator that Ford improperly withheld
information and documents during prior NHTSA investigations into this matter. In
September 1997, NHTSA issued a Special Order requiring Ford to respond to those
allegations under oath, and Ford has done so.

Airbag Class Actions. (Previously discussed in the last paragraph on page 13 of
the First Quarter 10-Q Report and the last paragraph on page 14 of the Second
Quarter 10-Q Report.) The purported airbag class actions in Louisiana and Texas
were removed to federal court and consolidated for pretrial proceedings in the
Eastern District of Louisiana pursuant to the multidistrict litigation rules.
The other class action remains pending in Alabama state court. In a related
development, NHTSA is expected to issue a rule that will increase the
availability of airbag deactivation. Ford understands that the rule is being
reviewed by the federal Office of Management and Budget. An important unresolved
issue is whether vehicle owners can self-certify that they meet certain criteria
to have "on-off" switches installed in their vehicles. Presently, each vehicle
owner must ask NHTSA for an exemption to have such switches installed.

Ford Citibank Visa Class Actions. (Previously discussed on page 15 of the Second
Quarter 10-Q Report.) Three additional purported nationwide class actions were
filed in state courts in Alabama, New York and Oregon on behalf of cardholders
challenging the termination of the Ford Citibank Visa credit card rebate
program. These cases, along with the previously pending cases in Illinois and
Washington, were removed to federal courts. Ford has requested the Judicial
Panel on Multidistrict Litigation to consolidate and transfer the cases to a
single federal court in Washington for pretrial proceedings. In the Alabama
action, the court has conditionally certified a class consisting of Alabama
residents.

Flat Glass Class Actions. Since July 1997, eight purported nationwide class
actions have been brought on behalf of purchasers of flat glass alleging that
Ford and other manufacturers fixed prices and allocated markets in violation of
federal antitrust laws. The cases are pending in federal courts in California,
Illinois, Minnesota and Pennsylvania. The other defendants include Pilkington
plc; Libbey-Owens Ford Co., Inc.; AFG Industries; PPG Industries, Inc.; Asahi
Glass Co., Ltd.; and Guardian Industries Corp. There are sixteen similar cases
pending in various courts in which Ford is not named as a defendant. Motions are
pending to consolidate all of the federal cases in a single federal court for
pretrial proceedings under the multidistrict litigation rules. Plaintiffs in the
actions involving Ford are seeking economic and treble damages.


                                        -16-
<PAGE>
<TABLE>
<CAPTION>
                                                                                  Supplemental Schedule



                                                    Ford Motor Company

                                           CONDENSED FINANCIAL INFORMATION OF SUBSIDIARY
                                           ---------------------------------------------
                                                           (in millions)


Ford Capital B.V.
- -----------------
                                                            September 30,             December 31,
                                                                1997                      1996
                                                           ---------------           --------------
                                                                          (unaudited)
<S>                                                        <C>                        <C> 

Current assets                                                $2,037                     $1,660
Noncurrent assets                                              2,396                      3,491
                                                              ------                     ------
  Total assets                                                $4,433                     $5,151
                                                              ======                     ======

Current liabilities                                           $1,962                     $1,116
Noncurrent liabilities                                         1,992                      3,544
Minority interests in net
 assets of subsidiaries                                           16                         18
Stockholder's equity                                             463                        473
                                                              ------                     ------
  Total liabilities and
   stockholder's equity                                       $4,433                     $5,151
                                                              ======                     ======

</TABLE>
<TABLE>
<CAPTION>

                                                           Third Quarter                Nine Months
                                                        ---------------------      ---------------------
                                                         1997         1996          1997          1996
                                                        --------    ---------      --------    ---------
                                                            (unaudited)                 (unaudited)

<S>                                                    <C>          <C>            <C>         <C>   
Sales and other revenue                                $505          $508         $1,886       $2,083
                                                       
Operating income                                         12            45             58           56
Income before income taxes                                3            30             24           14
Net income/(loss)                                         0            21             (3)         (22)


</TABLE>


Ford Capital B.V., a wholly owned subsidiary of Ford Motor Company, was
established primarily for the purpose of raising funds through the issuance of
commercial paper and debt securities. Ford Capital B.V. also holds shares of the
capital stock of Ford Nederland B.V., Ford Motor Company (Belgium) N.V., Ford
Motor Company A/S (Denmark), Ford Poland S.A., and Ford Distribution Sp. z.o.o.,
Ltd. Substantially all of the assets of Ford Capital B.V., other than its
ownership interests in subsidiaries, represent receivables from Ford Motor
Company or its consolidated subsidiaries.

                                        -17-
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K
- ------------------------------------------

     (a)   Exhibits
           --------

           Please refer to the Exhibit Index on page 19.

     (b)   Reports on Form 8-K
           -------------------

           The Registrant filed the following Current Reports on Form 8-K
           during the quarter ended September 30, 1997:

           Current Report on Form 8-K dated July 16, 1997 included information
           relating to Ford's second quarter 1997 financial results.












                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                   FORD MOTOR COMPANY
                                       ----------------------------------------
                                                      (Registrant)








Date:   November 5, 1997               By:    /s/  W. J. Cosgrove
        ----------------                  -------------------------------------
                                          W. J. Cosgrove
                                          Corporate Controller
                                         (principal accounting officer)




                                        -18-
<PAGE>

<TABLE>
<CAPTION>
                                  EXHIBIT INDEX
                                  -------------



                                                                                                 Sequential
                                                                                                Page Number
 Designation                                  Description                                     at Which Found
- -------------         ----------------------------------------------------------             ------------------
<S>                   <C>                                                                    <C>  
Exhibit 11            Ford Motor Company and Subsidiaries Computation of Primary                    20-21
                      and Fully Diluted Earnings Per Share in Accordance with
                      Opinion 15 of the Accounting Principles Board.

Exhibit 12            Ford Motor Company and Subsidiaries Calculation of Ratio of                     22
                      Earnings to Combined Fixed Charges and Preferred Stock Dividends.

Exhibit 15            Letter of Coopers & Lybrand L.L.P., Independent Public                          23
                      Accountants, dated November 5, 1997, relating to Financial
                      Information.

</TABLE>
                                                  -19-



<TABLE>
<CAPTION>
                                                                                                  Exhibit 11
                                                                                                 Page 1 of 2

                                        Ford Motor Company and Subsidiaries

                            COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
                            -----------------------------------------------------------
                         IN ACCORDANCE WITH OPINION 15 OF THE ACCOUNTING PRINCIPLES BOARD
                         ----------------------------------------------------------------




                                                                Third Quarter 1997                   Third Quarter 1996
                                                         ---------------------------------    ---------------------------------
                                                                             Income                                Income   
                                                                          Attributable                          Attributable
                                                         Avg. Shares       to Common          Avg. Shares         to Common
                                                          of Common    and Class B Stock       of Common      and Class B Stock    
                                                         and Class B   -------------------    and Class B     -----------------
                                                            Stock                    Per         Stock                     Per
                                                         Outstanding    Total       Share     Outstanding      Total      Share
                                                         -----------   --------    -------    -----------     --------    ------
                                                           (Mils.)      (Mils.)               (Mils.)       (Mils.)
<S>                                                      <C>           <C>         <C>        <C>           <C>          <C>  

 Preliminary Earnings Per Share Calculation                 1,198       $1,112       $0.93     1,183           $670       $0.57

 I. Primary Earnings Per Share
    --------------------------

    . Assuming exercise of options                             58                                 49 
    . Assuming purchase of shares with proceeds of options    (35)                               (34)
    . Assuming issuance of shares contingently issuable         2                                  2
    . Assuming exercise of subsidiary stock options
       and conversion of subsidiary convertible debt                        (1)                                  0
    . Uncommitted ESOP shares                                  (2)                                (7)       
                                                            -----       ------                 -----           ----
        Net Common Stock Equivalents                           23           (1)                   10              0
                                                            -----       ------                 -----           ----   

    Primary Earnings Per Share Calculation                  1,221       $1,111       $0.91 a/  1,193           $670       $0.56 a/
                                                            =====       ======       =====     =====           ====       =====
II. Fully Diluted Earnings Per Share
    --------------------------------

    Primary Earnings Per Share Calculation                  1,221       $1,111       $0.91     1,193           $670       $0.56

    . Assuming conversion of convertible preferred stock        9            3 b/                 16              5 b/
    . Reduction in shares assumed to be purchased
      with option proceeds c/                                   2                                  0
    . Effect of reduction in subsidiary shares assumed
       to be purchased with option proceeds c/                               0                                    0
                                                            -----       ------                 -----           ----

    Fully Diluted Earnings Per Share Calculation            1,232       $1,114       $0.90     1,209           $675       $0.56
                                                            =====       ======       =====     =====           ====       =====


</TABLE>
- - - - - -
a/ The effect of common stock equivalents and/or other dilutive securities was
   not material in this period; therefore, the amount presented on the income
   statement is the Preliminary Earnings Per Share Calculation.
b/ Reflects the elimination of preferred dividends upon conversion.
c/ Incremental effect of dividing assumed option proceeds by the ending price,
   rather than the average price, of Common Stock for each period when the
   ending price exceeds the average price.

                                             -20-
<PAGE>
<TABLE>
<CAPTION>
                                                                                                      Exhibit 11
                                                                                                      Page 2 of 2 

                                          Ford Motor Company and Subsidiaries

                            COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
                            -----------------------------------------------------------
                         IN ACCORDANCE WITH OPINION 15 OF THE ACCOUNTING PRINCIPLES BOARD
                         ----------------------------------------------------------------




                                                                Nine Months 1997                          Nine Months 1996
                                                       ---------------------------------         ---------------------------------
                                                                           Income                                     Income   
                                                                        Attributable                               Attributable
                                                       Avg. Shares       to Common               Avg. Shares         to Common
                                                        of Common    and Class B Stock            of Common      and Class B Stock
                                                       and Class B   -------------------           and Class B   -----------------
                                                          Stock                    Per             Stock                     Per
                                                       Outstanding    Total       Share          Outstanding      Total     Share
                                                       -----------   --------    -------         -----------     --------   ------
                                                         (Mils.)      (Mils.)                    (Mils.)         (Mils.)
<S>                                                    <C>           <C>         <C>             <C>             <C>        <C>  

 Preliminary Earnings Per Share Calculation              1,193       $5,083       $4.26          1,177            $3,191    $2.71

 I. Primary Earnings Per Share
    --------------------------

    . Assuming exercise of options                          59                                      57
    . Assuming purchase of shares with proceeds of
      options                                              (40)                                    (41)
    . Assuming issuance of shares contingently issuable      2                                       2
    . Assuming exercise of subsidiary stock options
       and conversion of subsidiary convertible debt                     (2)                                           0
    . Uncommitted ESOP shares                               (3)                                     (6)
                                                         -----       ------                      -----            ------   
        Net Common Stock Equivalents                        18           (2)                        12                 0
                                                         -----       ------                      -----            ------ 

    Primary Earnings Per Share Calculation               1,211       $5,081       $4.20 a/       1,189            $3,191    $2.68 a/
                                                         =====       ======       =====          =====            ======    =====
II. Fully Diluted Earnings Per Share
    --------------------------------

    Primary Earnings Per Share Calculation               1,211       $5,081       $4.20          1,189            $3,191    $2.68

    . Assuming conversion of convertible preferred
      stock                                                 10           10 b/                      20                20 b/
    . Reduction in shares assumed to be purchased
       with option proceeds c/                               7                                       0
    . Effect of reduction in subsidiary shares assumed
       to be purchased with option proceeds c/                            1                                            0
                                                         -----       ------                     ------            ------  

    Fully Diluted Earnings Per Share Calculation         1,228       $5,092       $4.15          1,209            $3,211    $2.66
                                                         =====       ======       =====          =====            ======    ===== 
</TABLE>

- - - - - -
a/ The effect of common stock equivalents and/or other dilutive securities was
   not material in this period; therefore, the amount presented on the income
   statement is the Preliminary Earnings Per Share Calculation.
b/ Reflects the elimination of preferred dividends upon conversion.
c/ Incremental effect of dividing assumed option proceeds by the ending price,
   rather than the average price, of Common Stock for each period when the
   ending price exceeds the average price.

                                                  -21-


<TABLE>
<CAPTION>

                                                                                                                     Exhibit 12



                                                 Ford Motor Company and Subsidiaries

                      CALCULATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
                      ----------------------------------------------------------------------------------------
                                                            (in millions)


                                                       
                                                       Nine                    For the Years Ended December 31
                                                      Months      ------------------------------------------------------------
                                                       1997          1996         1995         1994         1993         1992
                                                     --------     ---------     --------     --------     --------     -------  
<S>                                                  <C>          <C>           <C>          <C>          <C>          <C>    
Earnings
- --------
  Income/(loss) before income taxes
   and cumulative effects of changes
   in accounting principles                          $ 8,012      $ 6,793       $ 6,705      $ 8,789      $ 4,003      $ (127)
  Equity in net (income)/loss of
   affiliates plus dividends from
   affiliates                                             98           36           179         (182)         (98)         26

  Adjusted fixed charges a/                            8,101       10,801        10,556        8,122        7,648       8,113
                                                     -------      -------       -------      -------      -------      ------   

    Earnings                                         $16,211      $17,630       $17,440      $16,729      $11,553      $8,012
                                                     =======      =======       =======      =======      =======      ======

Combined Fixed Charges and
 Preferred Stock Dividends
- --------------------------
  Interest expense b/                                $ 7,850      $10,464       $10,121      $ 7,787      $ 7,351      $7,987
  Interest portion of rental expense c/                  225          300           396          265          266         185
  Preferred stock dividend requirements of
   majority owned subsidiaries and trusts d/              41           55           199          160          115          77
                                                     -------      -------       -------      -------      -------      ------  
    Fixed charges                                      8,116       10,819        10,716        8,212        7,732       8,249
Ford preferred stock dividend
 requirements e/                                          61           95           459          472          442         317
                                                     -------      -------       -------      -------      -------      ------  
  Total combined fixed charges
   and preferred stock dividends                     $ 8,177      $10,914       $11,175      $ 8,684      $ 8,174      $8,566
                                                     =======      =======       =======      =======      =======      ======
Ratios
- ------
  Ratio of earnings to fixed charges                     2.0          1.6          1.6           2.0          1.5         f/

  Ratio of earnings to combined fixed
   charges and preferred stock dividends                 2.0          1.6          1.6           1.9          1.4         g/



</TABLE>
- - - - - -
a/ Fixed charges, as shown below, adjusted to exclude the amount of interest
   capitalized during the period and preferred stock dividend requirements of
   majority owned subsidiaries.
b/ Includes interest, whether expensed or capitalized, and amortization of
   debt expense and discount or premium relating to any indebtedness.
c/ One-third of all rental expense is deemed to be interest.
d/ Preferred stock dividend requirements of Ford Holdings, Inc. (applicable for
   1992 through 1995) increased to an amount representing the pre-tax earnings
   which would be required to cover such dividend requirements based on Ford's
   effective income tax rates for all periods except 1992.  The U.S. statutory
   rate of 34% was used for 1992.  Beginning in Fourth Quarter 1995, includes
   requirements related to Company-obligated mandatorily redeemable preferred
   securities of a subsidiary trust.
e/ Preferred stock dividend requirements of Ford Motor Company, increased to an
   amount representing the pre-tax earnings which would be required to cover
   such dividend requirements based on Ford's effective income tax rates for 
   all periods except 1992.  The U.S. statutory rate of 34% was used for 1992.
f/ Earnings inadequate to cover fixed charges by $237 million.
g/ Earnings inadequate to cover combined fixed charges and preferred stock
   dividends by $554 million.

                                             -22-


                                                                     Exhibit 15



[Coopers & Lybrand L.L.P. letterhead]




Ford Motor Company
The American Road
Dearborn, Michigan




Re:  Ford Motor Company Registration Statement Nos. 2-95018, 2-95020, 33-9722,
     33-14951, 33-19036, 33-36043, 33-36061, 33-39402, 33-50087, 33-50194,
     33-50238, 33-54304, 33-54344, 33-54348, 33-54275, 33-54283, 33-54735,
     33-54737, 33-55847, 33-56785, 33-58255, 33-58785, 33-58861, 33-61107,
     33-62227, 33-64605, 33-64607, 333-20725, 333-27993, 333-28181, 333-02401
     and 333-02735 on Form S-8; 33-32641, 33-40638, 33-43085, and 333-14297 on
     Form S-3


We are aware that our report dated October 13, 1997 accompanying the unaudited
interim financial information of Ford Motor Company for the periods ended
September 30, 1997 and 1996 and included in the Ford Motor Company Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997 will be
incorporated by reference in the Registration Statements. Pursuant to Rule
436(c) under the Securities Act of 1933, this report should not be considered a
part of the Registration Statements prepared or certified by us within the
meaning of Sections 7 and 11 of that Act.







/s/ COOPERS & LYBRAND L.L.P.

COOPERS & LYBRAND L.L.P.

Detroit, Michigan
November 5, 1997

                                        -23-


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