FORD MOTOR CO
10-Q, 1997-08-07
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        June 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 June 30, 1997, the Registrant had outstanding  1,123,519,937  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
                                                         ----------



                                                        Second Quarter                            First Half
                                                   -------------------------              --------------------------
                                                     1997              1996                  1997              1996
                                                   -------          --------              --------           ------- 
<S>                                                <C>              <C>                   <C>                <C>
                                                          (unaudited)                             (unaudited)
Worldwide vehicle unit sales of
 cars and trucks (in thousands)
- - United States                                      1,110             1,067                 2,089             2,007
- - Outside United States                                769               743                 1,471             1,441
                                                     -----             -----                 -----             -----
   Total                                             1,879             1,810                 3,560             3,448
                                                     =====             =====                 =====             =====

Sales and revenues (in millions)
- - Automotive                                       $32,805           $31,762               $61,730           $60,059
- - Financial Services                                 7,460             7,211                14,737            14,139
                                                   -------           -------               -------           -------
   Total                                           $40,265           $38,973               $76,467           $74,198
                                                   =======           =======               =======           =======
                                                   
Net income (in millions)
- - Automotive                                       $ 1,735           $ 1,108               $ 2,739           $ 1,250
- - Financial Services                                   795               795                 1,260             1,306
                                                   -------           -------               -------           -------
   Total                                           $ 2,530           $ 1,903               $ 3,999           $ 2,556
                                                   =======           =======               =======           =======
                                                   
Capital expenditures (in millions)
- - Automotive                                       $ 1,872           $ 1,779               $ 3,485           $ 3,568
- - Financial Services                                   140                87                   266               200
                                                   -------           -------               -------           -------
   Total                                           $ 2,012           $ 1,866               $ 3,751           $ 3,768
                                                   =======           =======               =======           =======               
 
Automotive capital expenditures as a
 percentage of sales                                   5.7%              5.6%                  5.6%              5.9%

Stockholders' equity at June 30
- - Total (in millions)                              $29,113           $25,840               $29,113           $25,840
- - After-tax return on Common and
   Class B stockholders' equity                       36.5%             30.9%                 29.5%             21.0%

Automotive cash and marketable
 securities at June 30 (in millions)               $18,184           $15,240               $18,184           $15,240

Automotive debt at June 30
 (in millions)                                     $ 8,319           $ 6,828               $ 8,319           $ 6,828

After-tax return on sales
- - U.S. Automotive                                      5.5%              3.5%                  5.1%              2.0%
- - Total Automotive                                     5.3               3.5                   4.5               2.1

Shares of Common and Class B Stock
 (in millions)
- - Average number outstanding                         1,193             1,178                 1,191             1,173
- - Number outstanding at June 30                      1,194             1,182                 1,194             1,182

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

Income assuming full dilution
- - Automotive                                       $  1.41           $  0.91               $  2.22           $  1.02
- - Financial Services                                  0.65              0.65                  1.03              1.08
                                                   -------           -------               -------           -------
   Total                                           $  2.06           $  1.56               $  3.25           $  2.10
                                                   =======           =======               =======           =======               

Cash dividends                                     $  0.42           $  0.35               $ 0.805           $  0.70

</TABLE>
                                                              -2-
<PAGE>      
<TABLE>
<CAPTION>

                                            Ford Motor Company and Subsidiaries

                                                    VEHICLE UNIT SALES
                                                    ------------------
                                       For the Periods Ended June 30, 1997 and 1996
                                                      (in thousands)



                                                   Second Quarter                           First Half
                                               ----------------------                -----------------------
                                                1997            1996                  1997             1996
                                               ------          ------                ------           ------
                                                    (unaudited)                             (unaudited)

<S>                                            <C>              <C>                   <C>              <C>
North America
United States
 Cars                                            439              463                   806              841
 Trucks                                          671              604                 1,283            1,166
                                               -----            -----                 -----            -----
  Total United States                          1,110            1,067                 2,089            2,007

Canada                                            86               72                   155              122
Mexico                                            19               14                    37               26
                                               -----            -----                 -----            -----

  Total North America                          1,215            1,153                 2,281            2,155

Europe
Britain                                          138              158                   236              276
Germany                                          108              128                   223              246
Italy                                             71               43                   135               99
France                                            40               54                    76              105
Spain                                             38               39                    84               87
Other countries                                   85               85                   182              169
                                               -----            -----                 -----            -----

  Total Europe                                   480              507                   936              982

Other international
Brazil                                            77               46                   130               93
Australia                                         36               35                    66               67
Argentina                                         20               15                    37               31
Taiwan                                            17               21                    42               52
Japan                                             11               12                    21               28
Other countries                                   23               21                    47               40
                                               -----            -----                 -----            -----

  Total other international                      184              150                   343              311
                                               -----            -----                 -----            -----

Total worldwide vehicle unit sales             1,879            1,810                 3,560            3,448
                                               =====            =====                 =====            =====                       

</TABLE>


Vehicle  unit sales 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

                                                        -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 June 30, 1997 and 1996
                                                           (in millions)

                                                                   Second Quarter                    First Half
                                                              -----------------------         -----------------------
                                                                1997            1996             1997           1996
                                                              -------        --------         --------       --------
                                                                    (unaudited)                      (unaudited)
<S>                                                           <C>            <C>              <C>             <C>       
AUTOMOTIVE
Sales                                                         $32,805        $31,762          $61,730         $60,059

Costs and expenses (Note 2)
Costs of sales                                                 28,659         28,505           54,342          55,015
Selling, administrative and other expenses                      1,702          1,633            3,240           3,105
                                                              -------        -------          -------         -------
  Total costs and expenses                                     30,361         30,138           57,582          58,120

Operating income                                                2,444          1,624            4,148           1,939

Interest income                                                   300            217              549             401
Interest expense                                                  206            210              400             382
                                                              -------        -------          -------         -------
  Net interest income                                              94              7              149              19
Equity in net income/(loss) of affiliated companies                79             77              (65)             25
Net expense from transactions with
 Financial Services                                               (34)           (17)             (53)            (37)
                                                              -------        -------          -------         -------

Income before income taxes - Automotive                         2,583          1,691            4,179           1,946

FINANCIAL SERVICES
Revenues                                                        7,460          7,211           14,737          14,139

Costs and expenses
Interest expense                                                2,422          2,439            4,778           4,860
Depreciation                                                    1,774          1,675            3,539           3,366
Operating and other expenses                                    1,574          1,507            3,074           2,935
Provision for credit and insurance losses                         794            610            1,639           1,186
Write-down of investment in
 Budget Rent a Car Corporation                                      -            700                -             700
                                                              -------        -------          -------         -------
  Total costs and expenses                                      6,564          6,931           13,030          13,047
Net revenue from transactions with Automotive                      34             17               53              37
Gain on sale of Common Stock
 of a subsidiary (Note 3)                                         269            650              269             650
                                                              -------        -------          -------         -------

Income before income taxes - Financial Services                 1,199            947            2,029           1,779
                                                              -------        -------          -------         -------

TOTAL COMPANY
Income before income taxes                                      3,782          2,638            6,208           3,725
Provision for income taxes                                      1,182            694            2,080           1,107
                                                              -------        -------          -------         -------
Income before minority interests                                2,600          1,944            4,128           2,618
Minority interests in net income of subsidiaries                   70             41              129              62
                                                              -------        -------          -------         -------
Net income                                                    $ 2,530        $ 1,903          $ 3,999         $ 2,556
                                                              =======        =======          =======         =======              
Income attributable to Common and Class B Stock
 after preferred stock dividends                              $ 2,516        $ 1,887          $ 3,971         $ 2,521

Average number of shares of Common and Class B
 Stock outstanding                                              1,193          1,178            1,191           1,173

AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK

Income                                                        $  2.11        $  1.60          $  3.33         $  2.15

Income assuming full dilution                                 $  2.06        $  1.56          $  3.25         $  2.10

Cash dividends                                                $  0.42        $  0.35          $ 0.805         $  0.70


The accompanying notes are part of the financial statements.

</TABLE>
                                                                 -4-
<PAGE>
<TABLE>
<CAPTION>


                                            Ford Motor Company and Subsidiaries

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

                                                                                          June 30,         December 31,
                                                                                            1997               1996
                                                                                         ----------        ------------            
<S>                                                                                      <C>               <C>
ASSETS                                                                                   (unaudited)
Automotive
Cash and cash equivalents                                                                 $  3,206          $  3,578
Marketable securities                                                                       14,978            11,836
                                                                                          --------          --------
   Total cash and marketable securities                                                     18,184            15,414

Receivables                                                                                  3,364             3,133
Inventories (Note 5)                                                                         6,136             6,656
Deferred income taxes                                                                        3,182             3,296
Other current assets                                                                         3,610             3,193
Net current receivable from Financial Services                                                 190                 0
                                                                                          --------          --------
   Total current assets                                                                     34,666            31,692

Equity in net assets of affiliated companies                                                 2,283             2,483
Net property                                                                                33,491            33,527
Deferred income taxes                                                                        4,267             4,429
Other assets                                                                                 8,621             7,527
                                                                                          --------          --------
   Total Automotive assets                                                                  83,328            79,658

Financial Services
Cash and cash equivalents                                                                    1,859             3,689
Investments in securities                                                                    2,719             2,307
Net receivables and lease investments                                                      168,319           161,906
Other assets                                                                                15,191            14,834
Net receivable from Automotive                                                                   0               473
                                                                                          --------          --------
   Total Financial Services assets                                                         188,088           183,209
                                                                                          --------          --------

   Total assets                                                                           $271,416          $262,867
                                                                                          ========          ========                
LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive
Trade payables                                                                            $ 11,521          $ 11,735
Other payables                                                                               2,435             2,206
Accrued liabilities                                                                         17,387            16,587
Income taxes payable                                                                         1,213               508
Debt payable within one year                                                                 1,624             1,661
Net current payable to Financial Services                                                        0               473
                                                                                          --------          --------
   Total current liabilities                                                                34,180            33,170

Long-term debt                                                                               6,695             6,495
Other liabilities                                                                           27,960            26,793
Deferred income taxes                                                                        1,162             1,225
                                                                                          --------          --------
   Total Automotive liabilities                                                             69,997            67,683

Financial Services
Payables                                                                                     4,258             4,695
Debt                                                                                       155,531           150,205
Deferred income taxes                                                                        3,912             4,338
Other liabilities and deferred income                                                        7,736             8,504
Net payable to Automotive                                                                      190                 0
                                                                                         ---------          --------
   Total Financial Services liabilities                                                    171,627           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 $655 million and $694 million)                                       *                 *
 Common Stock, par value $1.00 per share (1,125 and 1,118 million shares issued)             1,125             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                                                      5,339             5,268
Foreign currency translation adjustments and other                                            (768)              (29)
Earnings retained for use in business                                                       23,346            20,334
                                                                                          --------          --------
   Total stockholders' equity                                                               29,113            26,762
                                                                                          --------          --------

   Total liabilities and stockholders' equity                                             $271,416          $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 June 30, 1997 and 1996
                                                          (in millions)


                                                                           First Half 1997               First Half 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           7,675           5,559          8,497           6,236
Net (purchases)/sales of trading securities                             (3,142)           (309)        (2,085)           (242)
                                                                       -------        --------        -------        --------
   Net cash flows from operating activities                              4,533           5,250          6,412           5,994

Cash flows from investing activities
 Capital expenditures                                                   (3,485)           (266)        (3,568)           (200)
 Acquisitions of receivables and lease investments                           -         (58,064)             -         (57,024)
 Collections of receivables and lease investments                            -          43,026              -          39,628
 Net acquisitions of daily rental vehicles                                   -          (1,329)             -          (1,946)
 Purchases of securities                                                     0          (1,783)            (6)         (4,757)
 Sales and maturities of securities                                          0           2,167              7           4,327
 Proceeds from sales of receivables and lease investments                    -           1,547              -           2,764
 Net investing activity with Financial Services                              7               -              9               -
 Other                                                                      35             (95)          (557)             96
                                                                       -------        --------        -------        --------
   Net cash used in investing activities                                (3,443)        (14,797)        (4,115)        (17,112)

Cash flows from financing activities
 Cash dividends                                                           (987)              -           (857)              -
 Issuance of Common Stock                                                   77               -            116               -
 Issuance of Common Stock of a subsidiary (Note 3)                           -             453              -           1,897
 Changes in short-term debt                                               (380)          2,406            176           4,890
 Proceeds from issuance of other debt                                    1,150          12,313              0          11,239
 Principal payments on other debt                                         (606)         (8,042)          (651)         (7,051)
 Net financing activity with Automotive                                      -              (7)             -              (9)
 Other                                                                       0             (10)           (13)             29
                                                                       -------        --------        -------        --------
   Net cash (used in)/provided by financing activities                    (746)          7,113         (1,229)         10,995

Effect of exchange rate changes on cash                                    (53)            (59)           (64)           (168)
Net transactions with Automotive/Financial Services                       (663)            663           (255)            255
                                                                       -------        --------        -------        --------

   Net (decrease)/increase in cash and cash equivalents                   (372)         (1,830)           749             (36)
                                                                       -------        --------        -------        --------

Cash and cash equivalents at June 30                                   $ 3,206        $  1,859        $ 6,499        $  2,654
                                                                       =======        ========        =======        ========
                                                                     


The accompanying notes are part of the financial statements.
</TABLE>
                                                              -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, including additional elimination of intercompany sales.


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


                             Second Quarter                  First Half
                          --------------------          --------------------
                            1997        1996              1997        1996
                          --------    --------          --------    --------
       Depreciation        $667        $643              $1,350      $1,279
       Amortization         719         686               1,506       1,450


3.   Sale of The Hertz  Corporation  ("Hertz") Common Stock - During April 1997,
     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.


4.   Restructurings  and Dispositions - 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):


                                               June 30,          December 31,
                                                 1997                1996
                                              ----------         ------------
     Raw materials, work in process      
      and supplies                              $2,986              $3,374
     Finished products                           3,150               3,282
                                                ------              ------
        Total inventories                       $6,136              $6,656
                                                ======              ======
                                                
     U.S. inventories                           $1,976              $2,280


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 June 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 June
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
July 14, 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 $2,530 million in second quarter 1997, or
$2.06 per  share of Common  and Class B Stock  (fully  diluted),  compared  with
$1,903  million,  or $1.56 per share (fully diluted) in second quarter 1996. The
company's  worldwide sales and revenues were $40.3 billion, up $1.3 billion from
a year ago.  Vehicle  unit sales of cars and trucks  were  1,879,000,  up 69,000
units.  Stockholders' equity was $29.1 billion at June 30, 1997, up $2.4 billion
compared with December 31, 1996.  Results in second  quarter and first half 1997
and 1996 included several one-time actions (see below).

Although  second quarter  results were a record for the company,  there are some
cautions  for second half 1997.  There is some risk that U.S.  industry  volumes
will soften,  particularly if interest rates rise. In addition,  the industry is
experiencing immense competitive pressure in North America and Europe, including
escalating marketing incentives and the prospect of many new competitive product
entries scheduled for the remainder of the year.


ONE-TIME ACTIONS

Net income in second quarter 1997 and 1996 and first half 1997 and 1996 included
several one-time actions, as follows (in millions):
<TABLE>
<CAPTION>
                                                     Second Quarter                 First Half
                                                   -------------------         ---------------------
                                                    1997         1996           1997           1996
                                                   ------       ------         ------         ------
<S>                                                <C>          <C>            <C>            <C>
Automotive
- - Restructuring actions                            $(169)       $ (21)         $(169)         $ (49)

Financial Services
- - Sale of The Hertz Corporation common stock         269            -            269              -
- - Sale of The Associates' common stock                 -          650              -            650
- - Sale of USL Capital's assets                         -           19              -             19
- - Net write-down for Budget Rent a
   Car Corporation                                     -         (437)             -           (437)
                                                   -----        -----          -----          -----
 Total Financial Services                            269          232            269            232
                                                   -----        -----          -----          -----

  Total Company                                    $ 100        $ 211          $ 100          $ 183
                                                   =====        =====          =====          ===== 
                      
  Per share                                        $0.08        $0.17          $0.08          $0.15

</TABLE>
See Note 3 and Note 4 (page 7) of the Notes to Financial  Statements for further
information on second quarter 1997 one-time actions.


RESULTS OF OPERATIONS

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

                                    Second Quarter              First Half
                                   -----------------         ----------------   
                                    1997       1996           1997      1996
                                   ------     ------         ------    ------
 U.S. Automotive                   $1,192     $  697         $2,028    $  745

 Automotive Outside U.S.
 - Europe                             157        196            262       269
 - South America                       25        (69)           (22)     (129)
 - Other                              361        284            471       365
                                   ------     ------         ------    ------
  Total Automotive Outside U.S.       543        411            711       505
                                   ------     ------         ------    ------

   Total Automotive                $1,735     $1,108         $2,739    $1,250
                                   ======     ======         ======    ======  

                                      -9-
<PAGE>

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

The company's net income for worldwide  Financial Services  operations in second
quarter 1997 and 1996 and first half 1997 and 1996 was as follows (in millions):

                                          Second Quarter       First Half
                                         ---------------    ----------------
                                          1997      1996      1997      1996
                                         -----     -----    ------    ------
     Ford Credit                          $279      $376    $  555    $  715
     The Associates                        245       200       483       392
     USL Capital                             -        41         -        81
     Hertz                                  54        40        74        48
     One-Time Actions                      269       232       269       232
     Minority Interests, Eliminations,
      and Other                            (52)      (94)     (121)     (162)
                                          ----      ----    ------    ------
       Total Financial Services           $795      $795    $1,260    $1,306
                                          ====      ====    ======    ======   


     Memo:  Ford's share of earnings in
     ----------------------------------
      The Associates                      $197      $177      $389      $369
      Hertz                                 45        40        65        48


SECOND QUARTER 1997 COMPARED WITH SECOND QUARTER 1996

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

Ford's worldwide  Automotive  operations earned $1,735 million in second quarter
1997 on sales of $32.8  billion,  compared with $1,108 million in second quarter
1996 on sales of $31.8 billion. The increase in earnings was explained primarily
by improved results in the U.S.

Earnings for  Automotive  operations  in the U.S. were up $495 million in second
quarter  1997  compared  with a  year  ago.  The  increase  reflected  primarily
continuing cost and quality  improvements,  and improving product mix. A partial
offset was higher restructuring costs. U.S. Automotive after-tax return on sales
was 5.5% in second quarter 1997, up 2 points from a year ago.

The U.S. economy slowed somewhat in second quarter 1997,  compared with a strong
first quarter.  Interest rates and inflation  remained at relatively low levels.
The seasonally-adjusted  annual selling rate for the U.S. car and truck industry
was 14.8 million units in second quarter, down from 15.6 million units in second
quarter 1996. The company expects car and truck industry sales in full-year 1997
to be slightly  lower than 1996.  Ford's  combined  U.S. car and truck share was
25.6%, up 8/10 of a point from a year ago,  reflecting  strong acceptance of new
products, and up 4/10 of a point from full year 1996.

Lower earnings for Automotive  operations in Europe  reflected  lower volume and
higher marketing and  restructuring  costs,  offset partially by lower operating
costs. The European automotive industry continues to be extremely competitive as
a result of excess  industry  capacity;  this trend is  expected  to continue in
second half 1997 and beyond.

The  seasonally-adjusted  annual  selling  rate for the  European  car and truck
industry was 14.6 million  units in second  quarter  1997,  up from 14.3 million
units in second  quarter  1996.  Ford's  combined  European car and truck market
share was 11.6% in second  quarter  1997,  down 4/10 of a point from a year ago,
reflecting  the highly  competitive  market,  and down 2/10 of a point from full
year 1996. The company expects car and truck industry sales in full-year 1997 to
be about equal to 1996.

Automotive  operations in South America  earned a profit in second quarter 1997,
compared  with a loss a year ago. The  improvement  reflected  primarily  higher
industry  volumes and market  share,  lower  material  costs and  favorable  tax
adjustments,  offset  partially  by price  reductions  in response to the highly
competitive  market.  For full year 1997,  Ford still expects to incur a loss in
South America.

                                      -10-
<PAGE>


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

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

Earnings for Financial Services  operations in second quarter 1997 were equal to
a year ago.  Excluding  one-time  actions  shown above,  earnings  were down $37
million.  The reduction  reflects a decline in earnings at Ford Credit,  and the
absence of earnings from USL Capital,  substantially  all of the assets of which
were sold last year.

Ford  Credit's  earnings  were  down $97  million  from a year  ago,  reflecting
primarily higher credit losses and loss reserve  requirements,  higher taxes and
lower net  financing  margins.  Higher  levels of earning  assets were a partial
offset. Credit losses as a percent of average net finance receivables (including
net investment in operating leases) were 0.76% in second quarter 1997,  compared
with 0.60% in second quarter a year ago,  reflecting an increase in repossession
rates  and  higher  losses  per   repossession.   Net  financing   margins  have
deteriorated  from a year ago.  Higher  depreciation  costs on  leased  vehicles
(reflecting  lower-than-anticipated residuals) were offset partially by improved
yields and borrowing  costs (6.5% net borrowing rate in 1997 compared with 6.68%
in 1996).  Higher depreciation costs on leased vehicles are expected to continue
to depress Ford Credit's earnings in second half 1997.

Record  earnings at the Associates in second  quarter 1997  reflected  primarily
higher  levels of earning  assets,  lower  operating  costs,  and  improved  net
interest margins,  offset partially by higher credit losses.  Credit losses as a
percent of average net receivables  were 2.45% in second quarter 1997,  compared
with 1.95% in second quarter 1996.  The Associates believes the higher levels of
credit losses may continue.

Record earnings at Hertz reflected strong rental demand and price improvement in
the domestic car rental market.


FIRST HALF 1997 COMPARED WITH FIRST HALF 1996

Ford  earned  $3,999  million,  or $3.25 per  share of Common  and Class B Stock
(fully diluted),  in first half 1997, compared with $2,556 million, or $2.10 per
share (fully diluted) in first half 1996.  Results for first half 1997 and first
half 1996 included several one-time actions (see above). The company's worldwide
sales and revenues were $76.5 billion,  up $2.3 billion from a year ago. Vehicle
unit sales of cars and trucks were 3,560,000, up 112,000 units.

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

Ford's worldwide Automotive  operations earned $2,739 million in first half 1997
on sales of $61.7  billion,  compared with $1,250  million in first half 1996 on
sales of $60.1  billion.  The  increase  was  explained  primarily  by  improved
earnings in the U.S.

Earnings on Automotive  operations  in the U.S. were up $1,283  million in first
half 1997  compared  with a year ago. The increase  reflected  primarily  higher
margins from on-going cost and quality  improvements,  vehicle mix  improvements
and  higher  volumes.  A partial  offset was higher  restructuring  costs.  U.S.
Automotive  after-tax return on sales was 5.1% in first half 1997, up 3.1 points
from a year ago.

The seasonally-adjusted  annual selling rate for the U.S. car and truck industry
was 15.3 million  units in first half 1997,  compared with 15.6 million units in
first half 1996.  Ford's  combined  U.S.  car and truck  market share was 25.3%,
equal to a year ago, and up 1/10 of a point from full year 1996.

Earnings  on  Automotive  operations  in Europe in first  half 1997 were down $7
million  from a year  ago,  reflecting  primarily  lower  volumes  and  one-time
restructuring costs, offset largely by lower operating costs.

                                      -11-
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
- ------------------------------------------------------------------------

The  seasonally-adjusted  annual  selling  rate for the  European  car and truck
industry was 14.4 million  units in first half 1997,  up from 14.2 million units
in first half 1996.  Ford's  combined  European  car and truck  market share was
11.5% in first half 1997,  down 6/10 of a point from a year ago,  reflecting the
highly competitive market, and down 3/10 of a point from full year 1996.

Lower  losses in first half 1997  incurred  by  Automotive  operations  in South
America,  compared to a year ago,  reflected  primarily  higher volume and lower
material costs,  offset  partially by price reductions in response to the highly
competitive market.

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

Earnings for Financial  Services  operations were down $46 million in first half
1997,  compared with a year ago.  Results in first half 1997 and first half 1996
included the one-time  actions shown above;  excluding  these one-time  actions,
earnings were down $83 million.

Lower  consolidated net income at Ford Credit in first half 1997,  compared with
first half 1996,  resulted primarily from the same factors as those described in
the discussion of second quarter results of operations.

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


LIQUIDITY AND CAPITAL RESOURCES

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

Automotive  cash and marketable  securities were $18.2 billion at June 30, 1997,
up $2.8  billion  from  December  31,  1996.  The amount of cash and  marketable
securities is expected to decline during third quarter 1997,  reflecting  normal
seasonal patterns. The company paid $987 million in cash dividends on its Common
Stock, Class B Stock and Preferred Stock during first half 1997.

Automotive  capital  expenditures were $3.5 billion in first half 1997, down $83
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 June 30, 1997 totaled $8.3  billion,  which was 22% of total
capitalization (stockholders' equity and Automotive debt), essentially unchanged
from year-end 1996.

At July 1,  1997,  Ford had  long-term  contractually  committed  global  credit
agreements  under which $8.4  billion is available  from various  banks at least
through June 30, 2002. The entire $8.4 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 $8.1
billion of such credit lines in varying  portions to Ford Credit and Ford Credit
Europe.  In addition,  at July 1, 1997, $510 million of contractually  committed
credit facilities were available to various  Automotive  affiliates  outside the
U.S. Approximately $60 million of these facilities were in use at July 1, 1997.

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

Financial  Services cash and  investments in securities  totaled $4.6 billion at
June 30, 1997, down $1.4 billion from December 31, 1996.

Net receivables and lease  investments  were $168.3 billion at June 30, 1997, up
$6.4 billion from December 31, 1996.

                                      -12-
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
- ------------------------------------------------------------------------

Total debt was $155.5  billion at June 30, 1997,  up $5.3 billion from  December
31, 1996.

Outstanding  commercial  paper at June 30, 1997  totaled  $38.5  billion at Ford
Credit,  $19.3  billion at The  Associates,  and $2  billion  at Hertz,  with an
average remaining maturity of 35 days, 23 days, and 24 days, respectively.

At  July  1,  1997,   Financial  Services  had  a  total  of  $42.5  billion  of
contractually committed support facilities (excluding the $8.1 billion available
under Ford's global credit  agreements).  Of these  facilities,  $24 billion are
contractually  committed global credit  agreements under which $19.3 billion and
$4.7 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 $19.3  billion may be used,  at Ford Credit's
option,  by any  subsidiary  of Ford Credit,  and the entire $4.7 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 July 1,  1997,  $73  million of the Ford
Credit global  facilities were in use and $627 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 July 1, 1997
consisted  of  $16.4  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 July 1, 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.


ACCOUNTING CHANGES

Statement of Financial  Accounting  Standards  No. 130 ("SFAS  130"),  Reporting
Comprehensive  Income, was issued by the Financial Accounting Standards Board in
June  1997.  This  Statement  requires  that all items that are  required  to be
recognized under accounting  standards as components of comprehensive  income be
reported in a financial  statement that is displayed with the same prominence as
other financial statements.  Ford will adopt SFAS 130 beginning January 1, 1998.
The effect of adopting this standard is not expected to be material.

Statement of Financial  Accounting  Standards No. 131 ("SFAS 131"),  Disclosures
about  Segments  of an  Enterprise  and Related  Information,  was issued by the
Financial  Accounting  Standards Board in June 1997. This Statement  establishes
standards for reporting information about operating segments in annual financial
statements  and  requires  reporting  of selected  information  about  operating
segments  in  interim  financial   reports  issued  to  stockholders.   It  also
establishes  standards  for related  disclosures  about  products and  services,
geographic  areas,  and major  customers.  Ford will  adopt  SFAS 131  beginning
January 1, 1998.  The effect of adopting  this  standard  is not  expected to be
material.


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 its review.

                                      -13-
<PAGE>

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

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

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

In the sixth  paragraph on page 18 of Ford's  Annual Report on Form 10-K for the
year  ended  December  31,  1996  (the  "10-K  Report"),  Ford  referred  to two
environmental  matters involving  governmental  agencies and potential  monetary
sanctions exceeding  $100,000.  In July 1997, one of those matters was resolved.
However,  there  since  has  arisen  a  new  environmental  investigation  by  a
governmental agency which involves possible sanctions in excess of $100,000.

The Corporation for Clean Air, Inc. ("CCA", a California  non-profit  group) has
filed a lawsuit in California against Ford and numerous other engine and vehicle
manufacturers  and owners of vehicle fleets,  under  California's  Safe Drinking
Water and Toxic  Enforcement Act  ("Proposition  65"). Under  Proposition 65 any
business  that  knowingly  and  intentionally  exposes  any  person  to  certain
carcinogens  and  reproductive  toxins must  provide that person with an advance
clear and reasonable  warning,  unless the business can prove that the exposures
are  insignificant.  CCA's complaint alleges that manufacturers and fleet owners
of diesel powered vehicles are exposing  California's citizens to diesel exhaust
in violation of  Proposition  65.  Maximum  penalties  under  Proposition 65 are
$2,500 per vehicle per day of violation.


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

In the second  paragraph on page 19 of the 10-K Report,  Ford discussed the suit
by an individual patent owner (Lemelson) alleging Ford's infringement of certain
patents  concerning machine vision inspection  technologies.  Ford reported that
the district court judge had dismissed the case based on one of Ford's defenses.
That defense was that the patents were unenforceable because Lemelson engaged in
"undue delay" in taking 35 years and more to prosecute the patent  applications.
In April 1997,  however,  the judge reversed his decision and granted Lemelson's
motion to dismiss the "undue  delay"  defense by Ford.  At Ford's  request,  the
judge  certified the issue for appeal and stayed all further  proceedings  until
the appeal is concluded. In June Ford filed a petition with the Court of Appeals
for the Federal Circuit in Washington,  D.C. requesting an appeal; Ford awaits a
decision on its petition.

With respect to the paint-related class actions discussed in the third paragraph
on page 19 of the 10-K Report, the plaintiffs  voluntarily dismissed in May 1997
one of the nationwide cases (Jones) that had been  consolidated in federal court
in Louisiana.  In addition,  in July 1997 a statewide class action (Stallbaumer)
that had been filed in Kansas, but was subsequently  consolidated with the cases
in Louisiana, was also voluntarily dismissed by the plaintiffs.

In the first  paragraph on page 20 of the 10-K Report,  Ford  discussed  various
class actions relating to an allegedly  defective ignition switch. In June 1997,
State Farm Insurance  Company moved to intervene as a named  plaintiff in one of
the  purported  nationwide  class  actions.  State Farm  argued that it acquired
subrogation  rights because of payments to members of the putative class arising
out of vehicle fires  allegedly  caused by the  purportedly  defective  ignition
switch. Ford will oppose this motion.

With respect to the airbag class actions reported in the third paragraph on page
13 of Ford's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997,
an  additional  class  action was filed in state court in Alabama,  bringing the
total of such  lawsuits to three.  Plaintiffs  in these  lawsuits  seek economic
damages,  claiming that the airbags in their vehicles are defective because they
can injure  children  and small  adults.  The  Alabama  court has  conditionally
certified a nationwide  class of owners of Ford,  Chrysler,  and General  Motors
1993 to 1996 model passenger vehicles and 1993 to 1997 model light trucks, vans,
and sport utility vehicles containing front passenger air bags.

                                      -14-
<PAGE>
Item 1.  Legal Proceedings (Continued)
- --------------------------------------

In July 1997 two new  purported  nationwide  class  actions  were filed in state
courts (and subsequently  removed to Federal courts) in Illinois and Washington
against  Ford and  Citibank  on behalf of all  persons  who are  holders of Ford
Citibank Visa credit cards. The actions allege damages in an amount up to $3,500
for each  cardholder who obtained a Ford Citibank credit card in reliance on the
rebate  program and who is  precluded  from  accumulating  discounts  toward the
purchase or lease of new Ford  vehicles  after  December 1997 as a result of the
termination  of  the  rebate   program.   Plaintiffs   contend  that  defendants
deceptively  breached their contract by  unilaterally  terminating  the program,
that defendants have been unjustly  enriched as a result of the interest charges
and fees collected from cardholders,  and further,  that defendants conspired to
deprive  plaintiffs of the benefits of their credit card  agreement.  Plaintiffs
seek  compensatory  damages,  or  alternatively,  reinstatement  of  the  rebate
program, and punitive damages, costs, expenses and attorneys' fees.


                                      -15-
<PAGE>
Item 4.  Submission of Matters to a Vote of Security-Holders
- ------------------------------------------------------------

On May 8, 1997, the 1997 Annual Meeting of Stockholders of the Company was held.
Following is a brief  description of the matters voted upon at the meeting and a
tabulation of the voting therefor:

Election of  Directors.  The  following  persons were  elected  directors of the
Company based on the number of votes set forth opposite their respective names:

                                               Number of Votes
                                    -----------------------------------
          Nominee                        For                  Not For
   -----------------------          -------------            ----------
   Michael D. Dingman               1,701,038,351            14,454,457
   Edsel B. Ford II                 1,702,531,899            12,960,909
   William C. Ford                  1,701,835,075            13,657,733
   William C. Ford, Jr.             1,702,265,852            13,226,956
   Roberto C. Goizueta              1,701,465,392            14,027,416
   Irvine O. Hockaday, Jr.          1,702,509,753            12,983,055
   Marie-Josee Kravis               1,701,520,716            13,972,092
   Ellen R. Marram                  1,701,999,724            13,493,084
   Homer A. Neal                    1,701,216,106            14,276,702
   Carl E. Reichardt                1,701,864,682            13,628,126
   John L. Thornton                 1,698,858,480            16,634,328
   Alex Trotman                     1,699,569,389            15,923,419

There were no broker non-votes with respect to the election of directors.

Proposal 1  Ratification  of  Selection of  Independent  Public  Accountants.
- ----------------------------------------------------------------------------  
A proposal to ratify the  selection  of Coopers & Lybrand as  independent public
accountants  to audit the books of account  and other  corporate  records of the
Company for 1997 was  adopted,  with  1,697,643,329  votes cast for,  12,011,826
votes cast against, 5,837,653 votes abstained and no broker non-votes.

Proposal 2 Relating to the Establishment of Term Limits for Outside Directors.
- -----------------------------------------------------------------------------
A proposal relating to the establishment of term limits for outside directors
was rejected, with 1,490,883,812 votes cast against, 70,059,001  votes cast for,
12,560,570 votes abstained and 141,989,425 broker non-votes.

Proposal  3  Relating  to  the  Discontinuance  of  Options,  Rights  and  Stock
Appreciation  Rights  for  Management  and the Board of  Directors.
- --------------------------------------------------------------------------------
A proposal  relating to the  discontinuance  of all options,  rights,  and stock
appreciation rights for management and the Board of Directors was rejected, with
1,483,310,593  votes cast against,  74,989,306 votes cast for,  15,203,484 votes
abstained and 141,989,425 broker non-votes.

Proposal 4 Relating to Salary Increases and Stock Option Grants in the Event the
Dividend is Cut.
- --------------------------------------------------------------------------------
A proposal  relating to salary  increases  and stock option grants for executive
officers and  directors in the event of a decrease in the dividend was rejected,
with  1,459,930,880  votes cast against,  99,577,416 votes cast for,  13,995,087
votes abstained and 141,989,425 broker non-votes.

Proposal 5 Relating to a Proposed Review of Executive  Compensation.
- -------------------------------------------------------------------
A  proposal  relating  to  a  review  and  report  on  the  Company's  executive
compensation was rejected,  with 1,409,600,413  votes cast against,  118,080,448
votes cast for, 45,822,522 votes abstained and 141,989,425 broker non-votes.

Proposal 6 Relating to Independent Directors.
- --------------------------------------------
A proposal relating to independent  directors was rejected,  with  1,447,481,344
votes cast against,  108,075,782 votes cast for,  17,946,257 votes abstained and
141,989,425 broker non-votes.

                                      -16-
<PAGE>
<TABLE>
<CAPTION>

                                                                                                        Supplemental Schedule

                                                          Ford Motor Company

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


Ford Capital B.V.
- -----------------
                                                           June 30,                  December 31,
                                                             1997                        1996
                                                          ----------                 ------------
                                                                       (unaudited)
<S>                                                       <C>                        <C>
Current assets                                              $1,338                      $1,660
Noncurrent assets                                            3,110                       3,491
                                                            ------                      ------
  Total assets                                              $4,448                      $5,151
                                                            ======                      ======                                     

Current liabilities                                         $1,579                      $1,116
Noncurrent liabilities                                       2,391                       3,544
Minority interests in net
 assets of subsidiaries                                         16                          18
Stockholder's equity                                           462                         473
                                                            ------                      ------
  Total liabilities and
   stockholder's equity                                     $4,448                      $5,151
                                                            ======                      ======                              

</TABLE>

<TABLE>
<CAPTION>

                                                      Second Quarter                       First Half
                                                 ------------------------          ------------------------
                                                   1997            1996              1997           1996
                                                 --------        --------          --------        --------
                                                        (unaudited)                       (unaudited)
<S>                                               <C>             <C>               <C>             <C>
Sales and other revenue                            $637            $753             $1,381          $1,575
Operating income                                     12              14                 46              11
Income/(loss) before income taxes                     0               1                 21             (16)
Net (loss)                                          (11)            (14)                (3)            (43)


</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 June 30, 1997:

           Current Report on Form 8-K dated April 16, 1997 included  information
           relating to Ford's first 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:   August 7, 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 August 7, 1997, relating to Financial
                    Information.












                                                            -19-
</TABLE>

                                                                                
<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
                                 ----------------------------------------------------------------




                                                              Second Quarter 1997                     Second 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                1,193       $2,516       $2.11          1,178       $1,887      $1.60

 I. Primary Earnings Per Share

    . Assuming exercise of options                            63                                      59
    . Assuming purchase of shares with proceeds
      of options                                             (44)                                    (39)
    . 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                                 (4)                                     (8)    
                                                           -----       ------                      -----       ------
        Net Common Stock Equivalents                          17           (2)                        14            0
                                                           -----       ------                      -----       ------

    Primary Earnings Per Share Calculation                 1,210       $2,514       $2.08 a/       1,192       $1,887      $1.58 a/
                                                           =====       ======       =====          =====       ======      =====    

II. Fully Diluted Earnings Per Share

    Primary Earnings Per Share Calculation                 1,210       $2,514       $2.08          1,192       $1,887      $1.58

    . Assuming conversion of convertible preferred
      stock                                                   10            3 b/                      19            6 b/
    . Reduction in shares assumed to be purchased
      with option proceeds c/                                  3                                       0
    . Effect of reduction in subsidiary shares
      assumed to be purchased with option proceeds c/                       0                                       0
                                                           -----       ------                      -----       ------

    Fully Diluted Earnings Per Share Calculation           1,223       $2,517       $2.06          1,211       $1,893      $1.56
                                                           =====       ======       =====          =====       ======      =====



- - - - - -
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.
</TABLE>

                                                                      -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
                                  ----------------------------------------------------------------




                                                                   First Half 1997                       First Half 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                   1,191       $3,971     $3.33          1,173       $2,521     $2.15

 I. Primary Earnings Per Share

    . Assuming exercise of options                               60                                    57
    . Assuming purchase of shares with proceeds of
      options                                                   (43)                                  (40)
    . 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                                    (4)                                   (5)
                                                              -----       ------                    -----       ------
        Net Common Stock Equivalents                             15           (2)                      14            0
                                                              -----       ------                    -----       ------ 

    Primary Earnings Per Share Calculation                    1,206       $3,969     $3.29 a/       1,187       $2,521     $2.12 a/
                                                              =====       ======      ====          =====       ======     =====    

II. Fully Diluted Earnings Per Share

    Primary Earnings Per Share Calculation                    1,206       $3,969     $3.29          1,187       $2,521     $2.12

    . Assuming conversion of convertible preferred
      stock                                                      11            7 b/                    23           15 b/
    . Reduction in shares assumed to be purchased
      with option proceeds c/                                     5                                     0
    . Effect of reduction in subsidiary shares
      assumed to be purchased with option proceeds c/                          0                                     0
                                                              -----       ------                    -----       ------

    Fully Diluted Earnings Per Share Calculation              1,222       $3,976     $3.25          1,210       $2,536     $2.10
                                                              =====       ======     =====          =====       ======     =====   
- - - - - -
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.

</TABLE>

                                                                    -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)


                                                     
                                                      First                     For the Years Ended December 31
                                                       Half       -----------------------------------------------------------
                                                       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                          $ 6,208      $ 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/                            5,379       10,801        10,556        8,122        7,648       8,113
                                                     -------      -------       -------      -------      -------      ------
    Earnings                                         $11,685      $17,630       $17,440      $16,729      $11,553      $8,012
                                                     =======      =======       =======      =======      =======      ======
                                                  
Combined Fixed Charges and
 Preferred Stock Dividends 
  Interest expense b/                                 $5,211      $10,464       $10,121      $ 7,787      $ 7,351      $7,987
  Interest portion of rental expense c/                  150          300           396          265          266         185
  Preferred stock dividend requirements of
   majority owned subsidiaries and trusts d/              27           55           199          160          115          77
                                                      ------      -------       -------      -------      -------      ------
    Fixed charges                                      5,388       10,819        10,716        8,212        7,732       8,249
                                                       
Ford preferred stock dividend
 requirements e/                                          42           95           459          472          442         317
                                                      ------      -------       -------      -------      -------      ------
  Total combined fixed charges
   and preferred stock dividends                      $5,430      $10,914       $11,175      $ 8,684      $ 8,174      $8,566
                                                      ======      =======       =======      =======      =======      ======
                                                    
Ratios
  Ratio of earnings to fixed charges                     2.2          1.6           1.6          2.0          1.5         f/
                                                                                                                          
  Ratio of earnings to combined fixed
   charges and preferred stock dividends                 2.2          1.6           1.6          1.9          1.4         g/




- - - - - -
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.

</TABLE>

                                                                       -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,  33-320725,  33-327993,  33-328181
     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 July 14,  1997  accompanying  the  unaudited
interim  financial  information of Ford Motor Company for the periods ended June
30, 1997 and 1996 and  included in the Ford Motor  Company  Quarterly  Report on
Form 10-Q for the quarter ended June 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
August 7, 1997



                                      -23-


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