FORD MOTOR CREDIT CO
8-K, 1994-02-11
PERSONAL CREDIT INSTITUTIONS
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<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549
                              --------------------
                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

Date of Report
 (Date of earliest event reported)  February 11, 1994

                           FORD MOTOR CREDIT COMPANY
             ------------------------------------------------------ 
             (Exact name of registrant as specified in its charter)


INCORPORATED IN DELAWARE           1-6368                 38-1612444 
- ------------------------   -----------------------      -------------
(State of other juris-     (Commission File Number)      (IRS Employer
diction of incorporation)                               Identification
                                                             No.)


  THE AMERICAN ROAD, DEARBORN, MICHIGAN                     48121   
- ----------------------------------------                  ----------
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code   313-322-3000
<PAGE>   2
ITEM 5.  OTHER EVENTS

     Consolidated Financial Statements of Ford Motor Credit
Company ("Ford Credit") and Subsidiaries for the year ended
December 31, 1993 together with the Report of Independent
Accountants of Coopers & Lybrand, independent certified public
accountants, and the Ford Credit news release announcing 1993
financial results, filed as Exhibits 20.1 and 20.2, respectively,
to this Current Report on Form 8-K, are incorporated by reference
herein.

     Ford Motor Company news release announcing 1993 financial
results, filed as Exhibit 20.3 to this Current Report on Form
8-K, is incorporated by reference herein.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.

                                    EXHIBITS

<TABLE>
<CAPTION>


DESIGNATION             DESCRIPTION              METHOD OF FILING
- -----------             -----------              ----------------
<S>             <C>                                 <C>
Exhibit 20.1    1993 Audit of Consolidated          Filed with
                Financial Statements of Ford        this Report
                Credit and Subsidiaries together
                with the Report of Independent
                Accountants of Coopers & Lybrand,
                independent certified public
                accountants.

Exhibit 20.2    Ford Credit news release dated      Filed with
                February 9, 1994.                   this Report



Exhibit 20.3    Ford Motor Company news release     Filed with
                dated February 9, 1994.             this Report

Exhibit 23      Consent of Coopers & Lybrand.       Filed with
                                                    this Report
</TABLE>
<PAGE>   3
                                   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
on the date indicated.

                                                   FORD MOTOR CREDIT COMPANY
                                                          (Registrant)

Date:  February 11, 1994                           By: /s/ R. P.Conrad     
                                                   -------------------   
                                                    R. P. Conrad
                                                    Assistant Secretary


<PAGE>   4

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>

DESIGNATION           DESCRIPTION                                
- -----------     --------------------------                       
<S>             <C>

Exhibit 20.1    1993 Audit of Consolidated
                Financial Statements of Ford
                Credit and Subsidiaries together
                with the Report of Independent
                Accountants of Coopers & Lybrand,
                independent certified public
                accountants.

Exhibit 20.2    Ford Credit news release dated
                February 9, 1994.

Exhibit 20.3    Ford Motor Company news release
                dated February 9, 1994.

Exhibit 23      Consent of Coopers & Lybrand.
</TABLE>


<PAGE>   1

                                                                    Exhibit 20.1
                           FORD MOTOR CREDIT COMPANY

                                AND SUBSIDIARIES

                1993 AUDIT OF CONSOLIDATED FINANCIAL STATEMENTS


<PAGE>   2
                       REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholder of
Ford Motor Credit Company:

We have audited the consolidated balance sheet of Ford Motor Credit Company and
Subsidiaries at December 31, 1993 and 1992, and the related consolidated
statements of income and of earnings retained for use in the business and cash
flows for each of the three years in the period ended December 31, 1993.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Ford Motor Credit
Company and Subsidiaries at December 31, 1993 and 1992, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1993 in conformity with generally accepted
accounting principles.

As discussed in Notes 2, 3 and 10 to the consolidated financial statements, the
Company changed its methods of accounting for postretirement health care
benefits and income taxes in 1992.




Detroit, Michigan
February 1, 1994





                                       2
<PAGE>   3
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF INCOME AND OF EARNINGS
                        RETAINED FOR USE IN THE BUSINESS

                                 (in millions)
<TABLE>
<CAPTION>
                                                                FOR THE YEARS ENDED DECEMBER  31
                                                                ---------------------------------------------
                                                                    1993             1992             1991   
                                                                -----------      -----------      -----------
<S>                                                             <C>              <C>              <C>
Financing revenue
   Retail                                                       $     3,676.3    $     3,633.2    $     3,772.6
   Rental revenue on operating leases                                 3,218.9          2,062.9          1,266.4
   Wholesale                                                            679.6            712.4          1,101.9
   Diversified                                                          156.5            204.2            270.7
   Other                                                                221.1            221.2            289.4
                                                                      ---------        ---------        ---------

              Total financing revenue                                 7,952.4          6,833.9          6,701.0

Investment and other income                                             386.0            239.4            301.3
                                                                -------------    -------------    -------------

              Total revenue                                           8,338.4          7,073.3          7,002.3

Expenses
   Interest expense                                                   2,919.3          3,076.5          3,791.8
   Depreciation on operating leases (Note 5)                          2,675.7          1,652.6          1,030.5
   Operating expenses                                                   796.5            758.2            718.0
   Provision for credit losses (Note 6)                                 270.2            418.0            577.9
                                                                -------------    -------------    -------------
              Total expenses                                          6,661.7          5,905.3          6,118.2
                                                                -------------    -------------    -------------

Equity in net income of affiliated companies
       (Notes 1 and 2)                                                  198.3            155.2            191.0
                                                                -------------    -------------    -------------
Income before income taxes and cumulative
   effects of changes in accounting principles                        1,875.0          1,323.2          1,075.1

Provision for income taxes (Note 3)                                     673.3            424.9            324.0
                                                                -------------    -------------    -------------
Income before minority interest and cumulative
   effects of changes in accounting principles                        1,201.7           898.3            751.1

Minority interest in net income of subsidiaries                           7.9             6.1              2.3
                                                                ------------     ------------     ------------
Income before cumulative effects of
   changes in accounting principles                                   1,193.8           892.2            748.8

Cumulative effects of changes in
   accounting principles (Notes 2, 3 and 10)                                -            146.5               -
                                                                 ------------      ------------    ------------

Net income                                                            1,193.8          1,038.7            748.8

Earnings retained for use in the business
   Beginning of year                                                  3,956.1          3,717.4          3,934.6
   Dividends
       Cash                                                            (250.0)          (600.0)          (650.0)
       Stock of Ford Holdings, Inc. (Note 2)                                -           (200.0)          (316.0)
                                                                 ------------      ------------     ------------  

              End of year                                       $     4,899.9     $    3,956.1     $    3,717.4
                                                                -------------     ------------     ------------
                                                                -------------     ------------     ------------
</TABLE>
The accompanying notes are part of the financial statements.





                                       3
<PAGE>   4
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                 (in millions)


<TABLE>
<CAPTION>
                                                                                           DECEMBER 31       
                                                                                -----------------------------
                                    ASSETS                                            1993            1992   
                                                                                -------------   -------------
<S>                                                                             <C>              <C>
Cash and cash equivalents (Note 1)                                              $      992.3     $      295.0

Investments in securities (Notes 12 and 14)                                          1,441.3          1,363.6

Finance receivables, net (Notes 4 and 6)                                            51,162.7         46,611.1

Notes and accounts receivable from affiliated
     companies                                                                         384.4            420.5

Equity in net assets of affiliated companies
     (Notes 1 and 2)                                                                 1,201.9          1,004.8

Net investment, operating leases (Notes 5 and 6)                                    12,600.9          7,747.2

Other assets (Note 7)                                                                1,816.8          1,525.1
                                                                                ------------     ------------
             Total assets                                                       $   69,600.3     $   58,967.3
                                                                                ------------     ------------
                                                                                ------------     ------------


                     LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES
   Accounts payable
     Trade and other                                                            $      953.2     $      685.3
     Affiliated companies                                                              261.9            339.5
                                                                                ------------     ------------
             Total accounts payable                                                  1,215.1          1,024.8

   Debt (Note 8)                                                                    58,870.2         49,909.4

   Deferred income taxes (Note 3)                                                    2,129.9          1,563.2

   Other liabilities and deferred income (Note 10)                                   1,313.4          1,260.4
                                                                                ------------     ------------
             Total liabilities                                                      63,528.6         53,757.8

Minority interest in net assets of subsidiaries                                        297.0            326.6

STOCKHOLDER'S EQUITY
   Capital stock, par value $100 a share, 250,000
        shares authorized, issued and outstanding                                       25.0             25.0
   Paid-in surplus (contributions by stockholder)                                      917.3            917.3
   Unrealized gain on marketable equity
        securities, net of taxes (Note 1)                                               17.8             18.6
   Foreign currency translation adjustments (Note 1)                                   (85.3)           (34.1)
   Earnings retained for use in the business                                         4,899.9          3,956.1
                                                                                ------------     ------------
             Total stockholder's equity                                              5,774.7          4,882.9
                                                                                ------------     ------------
             Total liabilities and stockholder's equity                         $   69,600.3     $   58,967.3
                                                                                ------------     ------------
                                                                                ------------     ------------
</TABLE>
The accompanying notes are part of the financial statements.

                                      4
<PAGE>   5
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                 (in millions)


<TABLE>
<CAPTION>
                                                                               FOR THE YEARS ENDED DECEMBER 31 
                                                                     ------------------------------------------------
                                                                          1993             1992              1991    
                                                                     -------------    -------------   ---------------
<S>                                                                  <C>              <C>              <C>
Cash flows from operating activities
   Net income                                                        $  1,193.8       $     1,038.7    $       748.8
   Adjustments to reconcile net income to
        net cash provided by operating
        activities
     Cumulative effects of changes in accounting
        principles                                                            -              (146.5)               -
     Provision for credit losses                                          270.2               418.0            577.9
     Depreciation and amortization                                      2,745.8             1,732.7          1,109.0
     Gain on sales of finance receivables                                 (92.5)               (0.1)           (85.9)
     Equity in net income of affiliates                                  (198.3)             (155.2)          (191.0)
     Deferred income taxes                                                565.3               328.2            145.7
     Changes in the following items
        Other assets                                                     (327.0)             (169.3)          (301.7)
        Other liabilities                                                 238.9                20.3            104.7
     Other                                                                 17.6               (67.9)            62.8
                                                                  -------------       -------------    -------------
           Net cash provided by
               operating activities                                     4,413.8             2,998.9          2,170.3
                                                                  -------------       -------------    -------------
Cash flows from investing activities
   Purchase of finance receivables                                   (113,424.9)          (88,295.2)       (84,528.5)
   Collection of finance receivables                                  105,933.6            83,956.9         85,117.7
   Proceeds from sales of finance receivables                           2,521.3             3,349.6          4,695.1
   Purchase of operating lease vehicles                                (9,908.0)           (6,464.0)        (3,584.9)
   Liquidation of operating lease vehicles                              2,317.8             1,324.7            692.1
   Other                                                                   53.9               (97.2)           (92.6)
                                                                  -------------       -------------     ------------- 
           Net cash (used in) provided by
               investing activities                                   (12,506.3)           (6,225.2)         2,298.9
                                                                     -------------    -------------    -------------
Cash flows from financing activities
   Proceeds from issuance of long-term debt                            12,934.9             6,517.0          7,439.4
   Principal payments on long-term debt                                (6,326.2)           (7,348.1)        (5,174.9)
   Change in short-term debt, net                                       2,568.4             3,232.9         (4,923.3)
   Cash dividends paid                                                   (250.0)             (600.0)          (650.0)
   Other                                                                 (132.8)             (143.3)           412.7
                                                                  -------------       -------------    -------------
           Net cash provided by (used in)
               financing activities                                     8,794.3             1,658.5         (2,896.1)

Effect of exchange rate changes on
     cash and cash equivalents                                             (4.5)               (9.9)            (0.5)
                                                                  -------------       -------------    ------------- 
           Net change in cash and cash equivalents                        697.3            (1,577.7)         1,572.6

Cash and cash equivalents, beginning of year                              295.0             1,872.7            300.1
                                                                  -------------       -------------    -------------

Cash and cash equivalents, end of year                            $       992.3       $       295.0    $     1,872.7
                                                                  -------------       -------------    -------------
                                                                  -------------       -------------    -------------
Supplementary cash flow information
   Interest paid                                                  $     2,871.6        $    3,198.2     $    3,760.2
   Taxes paid                                                             101.2                 4.0            121.1
</TABLE>

The accompanying notes are part of the financial statements.


                                      5
<PAGE>   6
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                         NOTES TO FINANCIAL STATEMENTS


NOTE 1.  ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Ford Motor Credit
Company ("Ford Credit") and its majority-owned domestic and foreign
subsidiaries and joint ventures.  Affiliates that are 20-50 percent owned,
principally Ford Holdings, Inc. ("Ford Holdings"), are included in the
consolidated financial statements on an equity basis.  Ford Credit is a wholly
owned subsidiary of Ford Motor Company ("Ford").

Net unrealized gains on marketable equity securities reported in a separate
component of stockholder's equity relate to Ford Credit's equity interest in
Ford Holdings' insurance investment portfolio.

Revenue Recognition

Revenue from finance receivables is recognized using the interest (actuarial)
method.  Certain loan origination costs are deferred and amortized to financing
revenue over the life of the related loans using the interest method.  Rental
revenue on operating leases  is recognized as scheduled payments become due.

Allowance for Credit Losses

Allowances for estimated credit losses are established as required based on
historical experience.  Other factors that affect collectibility also are
evaluated and additional amounts may be provided.  Finance receivables and
lease investments are charged to the allowance for credit losses when an
account is deemed to be uncollectible taking into consideration the financial
condition of the borrower or lessee, the value of the collateral, recourse to
guarantors and other factors.  Collateral held for resale included in other
assets is carried at the lower of the recorded investment in the receivable or
its estimated fair value at the date of repossession.  Any difference between
the recorded investment in the receivable or lease and the actual sales price
of the underlying collateral is charged to the allowance for credit losses.
Recoveries on finance receivables and lease investments previously charged off
as uncollectible are credited to the allowance for credit losses.





                                      6
<PAGE>   7
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 1.  ACCOUNTING POLICIES (continued)

Foreign Currency Translation

Assets and liabilities of foreign subsidiaries are translated at year-end
exchange rates with the effects of these translation adjustments being reported
in a separate component of stockholder's equity.  The change in this account
results from translation adjustments recorded during the year.

Cash Equivalents

Ford Credit considers investments purchased with a maturity of three months or
less to be cash equivalents.

Financial Statement Reclassifications

Certain amounts in prior year financial statements have been reclassified to
conform with presentations adopted in 1993.

NOTE 2.  EQUITY INVESTMENT IN FORD HOLDINGS

Ford Holdings' primary activities consist of consumer and commercial financing
operations, insurance underwriting, and equipment leasing through its wholly
owned subsidiaries, Associates First Capital Corporation, The American Road
Insurance Company, and USL Capital Corporation (formerly United States Leasing
International, Inc.).

In 1992 and 1991, Ford Credit transferred $200 million and $316 million,
respectively, of Ford Holdings' common stock to Ford as dividends.

At December 31, 1993 and 1992, Ford Credit owned 45% of the common stock
representing 33.8% of the voting power of Ford Holdings.  Ford owns the
remaining common stock representing 41.2% of the voting power.  The balance of
the voting power is represented by preferred stock owned by persons other than
Ford or Ford Credit.  At December 31, 1991, Ford Credit owned 54 percent of
Ford Holdings' common stock.





                                      7
<PAGE>   8
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 2.  EQUITY INVESTMENT IN FORD HOLDINGS (continued)

Condensed financial information of Ford Holdings as of December 31 was as
follows:

<TABLE>
<CAPTION>
                                                                  1993              1992             1991    
                                                              ------------     -------------    -------------
                                                                               (in millions)
   <S>                                                        <C>              <C>              <C>
   INCOME STATEMENT
       Revenue                                                $    5,291.8     $     4,816.8    $     4,814.5
       Income before income taxes and
          cumulative effects of changes
          in accounting principles                                   830.6             588.0            591.9
       Cumulative effects of changes in
          accounting principles                                          -              25.8*               -
       Net income                                                    511.4             382.9            384.4
       Preferred stock dividend requirements                          74.9              50.8             47.1
       Income available for common stockholders                      436.5             332.1            337.3

   BALANCE SHEET
       Assets
          Cash and investments in securities                  $    5,100.7     $     3,659.6
          Finance receivables, net                                24,376.6          20,749.8
          Accounts receivable (including affiliated
              companies) and other assets                          9,121.5           8,321.3
                                                              ------------     -------------

              Total assets                                    $   38,598.8     $    32,730.7
                                                              ------------     -------------
                                                              ------------     -------------

       Liabilities
          Accounts payable (including affiliated
              companies) and other liabilities                $    4,738.3     $     3,466.5
          Debt payable within one year                            13,802.1          12,255.6
          Long-term debt                                          15,767.7          13,511.1
                                                              ------------     -------------

              Total liabilities                                   34,308.1          29,233.2

       Stockholders' equity                                        4,290.7           3,497.5
                                                              ------------     -------------
          
              Total liabilities and stockholders'
                equity                                        $   38,598.8     $    32,730.7
                                                              ------------     -------------
                                                              ------------     -------------
</TABLE>

Ford Credit's equity in the net assets of Ford Holdings at December 31, 1993
and 1992 was $ 1,199 million and $1,002.6 million, respectively.

*Ford Credit's equity in Ford Holdings' cumulative effects of changes in
accounting principles related to postretirement benefits and income taxes in
the amount of $11.6 million is included in Ford Credit's 1992 cumulative
effects of changes in accounting principles.





                                      8
<PAGE>   9
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 3.  INCOME TAXES

Ford Credit and certain of its domestic subsidiaries join Ford in filing
consolidated United States federal and state income tax returns.  Pursuant to
an arrangement with Ford, United States income tax liabilities or credits are
allocated to Ford Credit in accordance with the contribution of Ford Credit and
its subsidiaries to Ford's consolidated tax position.

The provision for income taxes consisted of the following:

<TABLE>
<CAPTION>
                                                                              1993         1992        1991
                                                                              ----         ----        ----
                                                                                     (in millions)
   <S>                                                                       <C>        <C>         <C>
   Currently payable/(refundable)
       U. S. Federal                                                         $   30.8   $    21.5   $   130.1
       Foreign                                                                   33.0        38.4        32.9
       State and local                                                           39.7        30.3        (2.9)
                                                                             --------   ---------   --------- 
              Total currently payable                                           103.5        90.2       160.1

   Deferred tax liability/(benefit)
       U. S. Federal                                                            518.0       309.0        96.4
       Foreign                                                                   (6.5)        0.2         8.0
       State and local                                                           58.3        25.5        59.5
                                                                             --------   ---------   ---------

              Total deferred                                                    569.8       334.7       163.9
                                                                             --------   ---------   ---------

              Total provision for income taxes                               $  673.3   $   424.9*     $324.0
                                                                             --------   ---------      ------
                                                                             --------   ---------      ------
</TABLE>

   *  Excludes the tax provision related to cumulative effects of changes in
      accounting principles.

Ford Credit adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("SFAS No. 109"), as of January 1, 1992.  The
cumulative effect of this change in accounting principle increased 1992 net
income by $216.6 million.  Financial statements for prior years were not
restated to apply the provisions of SFAS No. 109.





                                      9
<PAGE>   10
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 3.  INCOME TAXES (continued)

Under SFAS No. 109, deferred income taxes reflect the estimated tax effect of
temporary differences between assets and liabilities for financial reporting
purposes and those  amounts as measured by tax laws and regulations.  The
components of deferred income tax assets and liabilities as of December 31 were
as follows:

<TABLE>
<CAPTION>
                                                          1993                             1992             
                                             -----------------------------     -----------------------------
                                                DEFERRED         DEFERRED         DEFERRED          DEFERRED
                                                 TAX              TAX              TAX               TAX
                                                 ASSETS       LIABILITIES          ASSETS        LIABILITIES 
                                             ------------     ------------     ------------     -------------
                                                     (in millions)                     (in millions)
   <S>                                       <C>              <C>              <C>              <C>
   Leasing transactions                      $          -     $    2,403.7     $          -     $     2,037.0
   Provision for credit losses                      434.0                -            403.6                 -
   Purchased tax benefits                               -            303.2                -             300.5
   Employee benefit plans                            88.8                -             84.6                 -
   Loan origination costs                               -             56.8                -              41.4
   Alternative minimum tax                           53.7                -            247.3                 -
   Retail contract earnings method                   50.1                -             48.8                 -
   Interest supplements                              40.4                -             35.7                 -
   Other                                             47.7             80.9             43.1              47.4
                                             ------------     ------------     ------------     -------------
       Total deferred income taxes           $      714.7     $    2,844.6     $      863.1     $     2,426.3
                                             ------------     ------------     ------------     -------------
                                             ------------     ------------     ------------     -------------
</TABLE>

Deferred income taxes for 1991 were derived using the guidelines in Accounting
Principles Board Opinion No. 11, "Accounting for Income Taxes" ("APB No. 11").
Under APB No. 11, deferred income taxes result from timing differences in the
recognition of revenues and expenses between financial statements and tax
returns.  The principal sources of these differences and the related effect of
each on Ford Credit's provision for income taxes were as follows:

<TABLE>
<CAPTION>
                                                                                            1991  
                                                                                        ----------
                                                                                      (in millions)
   <S>                                                                                  <C>
   Leasing transactions                                                                 $   330.7
   Interest supplements                                                                      67.3
   Purchased tax benefits                                                                    34.0
   Loan origination costs                                                                     1.2
   Alternative minimum tax                                                                 (197.9)
   Provision for credit losses                                                              (28.8)
   Retail contract earnings method                                                          (18.2)
   Sales of receivables                                                                     (17.3)
   Interest rate swap agreements                                                             (5.2)
   State taxes                                                                               (0.1)
   Other                                                                                     (1.8)
                                                                                        ---------
              Total                                                                     $   163.9
                                                                                        ---------
                                                                                        ---------
</TABLE>





                                      10
<PAGE>   11
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 3.  INCOME TAXES (continued)

A reconciliation of the provision for income taxes as a percentage of income
before income taxes, excluding equity in net income of affiliated companies,
with the United States statutory tax rate for the last three years is shown
below:

<TABLE>
<CAPTION>
                                                                              1993         1992       1991
                                                                              ----         ----       ----
   <S>                                                                        <C>         <C>         <C>
   U. S. statutory tax rate                                                   35.0%       34.0%       34.0%
   Effect of (in percentage points)
       State and local income taxes                                            3.8         3.2         4.2
       Rate adjustments on U.S. and foreign
          deferred taxes                                                       1.7           -           -
       Investment income not subject to tax or
          subject to tax at reduced rates                                     (1.0)       (2.0)       (3.5)
       Other                                                                   0.8         1.4         1.9
                                                                             -----       -----       -----
              Effective tax rate                                              40.3%       36.6%*      36.6%
                                                                             -----       -----       -----
                                                                             -----       -----       -----
</TABLE>


   *Excludes cumulative effects of changes in accounting principles.





                                      11
<PAGE>   12
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 4.  FINANCE RECEIVABLES

Finance receivables at December 31 were as follows:
<TABLE>
<CAPTION>
                                                                                     1993           1992   
                                                                                 -----------    -----------
                                                                                       (in millions)
   <S>                                                                         <C>             <C>
   Retail                                                                      $   38,609.3    $   35,600.7
   Wholesale                                                                       11,698.5        10,056.9
   Diversified                                                                      3,084.0         3,550.2
   Other                                                                            3,626.5         3,279.0
                                                                              -------------    ------------ 
                Total finance receivables                                          57,018.3        52,486.8
       Add:     Loan origination costs, net                                           125.4           101.8
       Less:    Unearned income                                                    (5,263.3)       (5,212.5)
                Allowance for credit losses                                          (717.7)         (765.0)
                                                                               -------------   ------------ 
                Finance receivables, net                                       $   51,162.7    $   46,611.1
                                                                               ------------    ------------
                                                                               ------------    ------------
</TABLE>

Included in finance receivables is a total of $1.5 billion owed by three
customers with the largest receivable balances.  During 1993, Ford Credit
issued irrevocable standby letters of credit in the amount of $223.5 million on
behalf of one of these customers.  A major portion of these amounts are
guaranteed by Ford.

At December 31, 1993, other finance receivables primarily consisted of capital
and other dealer loans.

The majority of retail receivables, a portion of diversified receivables and
certain other finance receivables include finance charges that represent income
to be earned in future periods.  The remaining finance receivables only include
principal.

The maturities of finance receivables outstanding at December 31, 1993 were as
follows:

<TABLE>
<CAPTION>
                                                   DUE IN YEAR                        
                                             ENDING DECEMBER 31                       DUE
                                   ------------------------------------------        AFTER             
                                       1994           1995           1996            1996         TOTAL    
                                   -------------   ------------  ------------    ------------  ------------
                                                               (in millions)
   <S>                             <C>            <C>            <C>             <C>           <C>
   Retail                          $    14,418.3  $    10,507.0  $    7,834.0    $   5,850.0   $    38,609.3
   Wholesale                            11,698.5              -             -              -        11,698.5
   Diversified                             258.4          208.1         115.3        2,502.2         3,084.0
   Other                                 2,238.8          136.5          79.2        1,172.0         3,626.5
                                   -------------  -------------   -----------    -----------   -------------
                 Total             $    28,614.0  $    10,851.6  $    8,028.5    $   9,524.2   $    57,018.3
                                   -------------  -------------  ------------    -----------   -------------
                                   -------------  -------------  ------------    -----------   -------------
</TABLE>

It is Ford Credit's experience that a substantial portion of finance
receivables are repaid before contractual maturity dates.  The above table,
therefore, is not to be regarded as a forecast of future cash collections.





                                      12
<PAGE>   13
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 4.  FINANCE RECEIVABLES (continued)

Installments, including interest, past-due 60 days or more and the aggregate
receivable balances related to such past-due installments were as follows:

<TABLE>
<CAPTION>
                                         DECEMBER 31, 1993                 DECEMBER 31, 1992   
                                      -----------------------           -----------------------
                                      INSTALLMENTS       BALANCES       INSTALLMENTS       BALANCES
                                      ------------       --------       ------------       --------
                                                              (in millions)
   <S>                                     <C>              <C>              <C>              <C>
   Retail                                  $   10.2         $   97.7         $   11.5         $   97.1
   Diversified                                 12.9             56.1             10.5             94.3
   Other                                      112.3            207.6             89.2            194.5
                                           --------         --------         --------         --------
                 Total                     $  135.4         $  361.4         $  111.2         $  385.9
                                           --------         --------         --------         --------
                                           --------         --------         --------         --------
</TABLE>

Installments past-due less than 60 days included in finance receivables at
December 31, 1993 and 1992 were $314.6 million and $244.9 million,
respectively.

The average yield on net earning finance receivables and operating leases was
as follows:  1993 - 13.4%; 1992 - 13.2%; 1991 - 13.0%.

Included in retail and diversified receivables are investments in direct
financing and leveraged leases related to the leasing of motor vehicles and
various types of transportation and other equipment:

<TABLE>
<CAPTION>
                                                                                      1993           1992   
                                                                                 -----------    ------------
                                                                                       (in millions)
   <S>                                                                           <C>            <C>
   Investment in direct financing leases
       Minimum lease rentals                                                     $   1,752.6    $    1,713.3
       Estimated residual values                                                     1,383.8         1,051.3
       Lease origination costs                                                           2.9             1.4
          Less:    Unearned income                                                    (471.4)         (451.3)
                   Allowance for credit losses                                         (47.0)          (51.3)
                                                                                 -----------    ------------ 

                   Net investment in direct
                     financing leases                                            $   2,620.9    $    2,263.4
                                                                                 -----------    ------------
                                                                                 -----------    ------------
</TABLE>

Minimum direct financing lease rentals (including executory costs of $50.5
million) for each of the five succeeding years are as follows (in millions):
1994 - $842.3; 1995 - $533.3; 1996 - $261.8; 1997 - $94.0; 1998 - $16.4;
thereafter - $55.3.





                                      13
<PAGE>   14
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 4.  FINANCE RECEIVABLES (continued)


<TABLE>
<CAPTION>
                                                                                       1993           1992  
                                                                                 -------------  ------------
                                                                                        (in millions)
   <S>                                                                           <C>            <C>
   Investment in leveraged leases
       Rentals receivable (net of principal
              and interest on nonrecourse debt)                                  $    1,417.4   $    1,448.1
       Estimated residual values                                                        479.7          481.4
       Lease origination costs                                                            3.2            4.6
          Less:    Unearned income                                                     (388.9)        (414.0)
                   Allowance for credit losses                                          (18.9)         (18.5)
                                                                                 ------------   ------------ 
                   Investment in leveraged leases                                     1,492.5        1,501.6
          Less deferred income taxes arising
                   from leveraged leases                                             (1,398.2)      (1,297.9)
                                                                                 ------------   ------------ 

                   Net investment in leveraged leases                            $        94.3  $      203.7
                                                                                 -------------  ------------
                                                                                 -------------  ------------
</TABLE>


NOTE 5.  NET INVESTMENT, OPERATING LEASES

Operating leases at December 31 were as follows:

<TABLE>
<CAPTION>
                                                                                       1993          1992   
                                                                                 -------------  ------------
                                                                                        (in millions)
   <S>                                                                           <C>            <C>
   Investment in operating leases
       Vehicles and other equipment, at cost                                     $   15,752.7   $    9,814.5
       Lease origination costs                                                           20.3            5.5
          Less:    Accumulated depreciation                                          (2,974.3)      (1,922.3)
                   Allowance for credit losses                                         (197.8)        (150.5)
                                                                                 ------------   ------------ 
                   Net investment in operating leases                            $   12,600.9   $    7,747.2
                                                                                 ------------   ------------
                                                                                 ------------   ------------
</TABLE>

Future minimum rentals on operating leases are as follows (in millions):  
1994 - $3,346.2; 1995 - $1,632.6; 1996 - $226.4; 1997 - $7.1.

Depreciation expense on operating leases is provided for on a straight-line
basis over the term of the lease and includes gains or losses upon disposal or
impairment of the vehicle.





                                      14
<PAGE>   15
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 6.  ALLOWANCE FOR CREDIT LOSSES

Following is an analysis of the allowance for credit losses relating to finance
receivables and operating leases for the past three years:
<TABLE>
<CAPTION>
                                                                            1993         1992         1991  
                                                                       -----------   ----------  -----------
                                                                                    (in millions)
   <S>                                                                 <C>           <C>         <C>
   Balance, beginning of year                                          $     915.5   $    825.4  $     894.9

       Additions                                                             270.2        418.0        577.9

       Deductions
          Losses                                                             391.8        476.5        673.9
          Recoveries                                                        (163.4)      (133.9)      (145.0)
                                                                       -----------   ----------  ----------- 
                 Net losses                                                  228.4        342.6        528.9

       Other changes, including reclassifications
              and amounts related to finance
              receivables sold                                                41.8        (14.7)       118.5
                                                                       -----------   ----------  -----------

                 Net deductions                                              270.2        327.9        647.4
                                                                       -----------   ----------  -----------

   Balance, end of year                                                $     915.5   $    915.5  $     825.4
                                                                       -----------   ----------  -----------
                                                                       -----------   ----------  -----------
</TABLE>


NOTE 7. OTHER ASSETS

Other assets consist of:
<TABLE>
<CAPTION>
                                                                                             DECEMBER 31    
                                                                                   ----------------------------
                                                                                       1993            1992  
                                                                                   ------------    ------------
                                                                                        (in millions)
   <S>                                                                             <C>             <C>
   Investment in used vehicles held for
       resale (Note 12)                                                            $    1,085.8    $      870.9
   Deferred charges and other assets                                                      359.6           266.8
   Collateral held for resale                                                             299.9           315.8
   Property and equipment, at cost less
       accumulated depreciation of $48.2
       in 1993 and $41.7 in 1992                                                           71.5            71.6
                                                                                   ------------    ------------

              Total                                                                $    1,816.8    $    1,525.1
                                                                                   ------------    ------------
                                                                                   ------------    ------------
</TABLE>





                                      15
<PAGE>   16
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 8.  DEBT

Debt at December 31 was as follows:

<TABLE>
<CAPTION>
                                                                        
                                                     DECEMBER 31, 1993  
                                                    ------------------- 
                                                    WEIGHTED            
                                                     AVERAGE                            DECEMBER 31       
                                                    INTEREST                      ------------------------
                                                      RATES       MATURITIES         1993             1992   
                                                   ----------     ----------    ------------     ------------
                                                                                        (in millions)
   <S>                                           <C>               <C>          <C>             <C>
   PAYABLE WITHIN ONE YEAR
     Commercial paper                                                           $   24,506.1     $   21,210.5
     Other short-term debt*                                                          1,001.0          1,785.2
                                                                                ------------     ------------

               Total short-term debt                                                25,507.1         22,995.7

     Senior and subordinated
            notes and debentures
            payable within one year                                                  7,882.6          5,476.2
                                                                                ------------     ------------

               Total payable within
                    one year                                                        33,389.7         28,471.9
                                                                                ------------     ------------

   PAYABLE AFTER ONE YEAR
     Unsecured senior notes
        Notes                                    6.77%             1995-2048        25,526.8         21,416.2
        Unamortized (discount)/premium                                                 (46.8)             7.9
                                                                                -------------    ------------

               Total unsecured senior
                   notes                                                            25,480.0         21,424.1

     Unsecured subordinated
            convertible debentures               4.5%              1995-1996             0.5              2.0

     Other                                                                                 -             11.4
                                                                                  ----------        ---------

               Total payable after one year                                         25,480.5         21,437.5
                                                                                ------------     ------------

               Total debt                                                       $   58,870.2     $   49,909.4
                                                                                ------------     ------------
                                                                                ------------     ------------
</TABLE>

     *  Includes $150 million and $800 million with an affiliated company at
        December 31, 1993 and 1992, respectively.





                                      16
<PAGE>   17
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 8. DEBT (continued)

Rates were variable on approximately 11.6 percent of the debt payable after one
year including the effects of interest rate swap agreements.

The average amount of commercial paper outstanding during the past three years
was as follows (in millions):  1993 - $22,683; 1992 - $19,358; 1991 - $19,078.
The weighted average commercial paper interest rates per annum for these years
were as follows: 1993 - 3.2%; 1992 - 4.2%; 1991 - 6.9%.  The average remaining
term of commercial paper was 28 days at December 31, 1993 and 1992.

The aggregate principal amounts of notes with terms of more than one year from
dates of issue, maturing for each of the five succeeding years are as follows
(in millions):  1994 - $7,882.6; 1995 - $4,662.6; 1996 - $6,260.6; 1997 -
$2,065.6; 1998 - $6,561.1;  thereafter - $5,977.4.

Included in debt at December 31, 1993 were obligations payable in foreign
currencies:  $2,348.6 million in Canadian dollars; $840.6 million in Australian
dollars; $517.9 million in Japanese yen; $377.6 million in German deutsche
marks; $220.7 million in Luxembourg francs; $156.4 million in Italian lire;
$147.4 million in European currency units; and $136.6 million in Swiss francs.
Certain of these obligations are denominated in currencies other than the
currency of the country of the issuer.  Foreign currency forward contracts are
purchased and currency swaps are used to hedge exposure to changes in exchange
rates of such obligations.  These obligations are translated in the financial
statements at the rates of exchange established under the related foreign
currency forward contracts and currency swaps and would have been $64.7 million
lower if translated at current exchange rates as of December 31, 1993.

The convertible subordinated debentures are convertible into common stock of
Ford.  Ford Credit has entered into an agreement with Ford to purchase from
Ford the common stock required to effect conversion.





                                      17
<PAGE>   18
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 9.  SUPPORT FACILITIES

Support facilities represent additional sources of funds, if required.  At
January 1, 1994, Ford Credit had approximately $15.7 billion of contractually
committed facilities for use in the United States, 83 percent of which are
available through June 1998.  These facilities included $12.8 billion of
revolving credit agreements with banks (which included $4.8 billion of Ford
bank lines that may be used either by Ford or Ford Credit at Ford's option) and
$2.9 billion of agreements to sell retail receivables.  At January 1, 1994, all
of these U. S.  facilities were unused.

Outside of the United States, an additional $1,185 million of facilities
support borrowing operations in Canada, Australia and Puerto Rico, of which 82
percent are contractually committed and available through June 1998.  Canadian
facilities of $759 million included $210 million of Ford Motor Company of
Canada Limited and Ford Ensite International Inc. lines which are available to
Ford Credit Canada Limited at the option of these two companies.  Australian
facilities of $401 million included $155 million of Ford Motor Company of
Australia Limited lines which are available to Ford Credit Australia Limited at
the option of Ford Motor Company of Australia Limited.  Ford Motor Credit
Company of Puerto Rico, Inc. had $25 million in support facilities at January
1, 1994.  Substantially all of these facilities were unused at January 1, 1994.


NOTE 10.  POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS

Ford Credit and certain of its subsidiaries provide selected health care and
life insurance benefits for retired employees under unfunded plans sponsored by
Ford and certain of its subsidiaries.  Ford Credit's U.S. and Canadian
employees may become eligible for those benefits if they retire while working
for Ford Credit; however, benefits and eligibility rules may be modified from
time to time.  Prior to 1992, the expense recognized for postretirement health
care benefits was based on actual expenditures for the year.  Beginning in
1992, the estimated cost for postretirement health care benefits is accrued on
an actuarially determined basis, in accordance with the requirements of
Statement of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" ("SFAS No. 106").  Implementation
of  SFAS No. 106 has not increased Ford Credit's cash expenditures for
postretirement benefits.  Ford Credit elected to recognize immediately the
prior-year unaccrued accumulated postretirement benefit obligation, resulting
in an adverse effect on income of $81.7 million in the first quarter of 1992.
The charge reflected an unaccrued retiree benefit obligation liability of
$131.6 million, offset partially by projected tax benefits of $49.9 million.





                                      18
<PAGE>   19
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 10.  POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS (continued)

Net postretirement benefit expense included the following (in millions):

<TABLE>
<CAPTION>
                                                                                        1993          1992  
                                                                                   -----------    ----------
<S>                                                                                <C>            <C>
Benefits attributed to employees' service                                          $      7.0     $     12.1
Interest on accumulated benefit obligation                                               13.1           10.0
                                                                                   -----------    ----------
   Net postretirement benefit expense                                             $      20.1     $     22.1
                                                                                  ------------    ----------
                                                                                  ------------    ----------

Retiree benefit payments                                                           $      3.2            4.5
</TABLE>


The status of these plans, reconciled with the amounts recognized in Ford
Credit's balance sheet at December 31, was as follows (in millions):

<TABLE>
<CAPTION>
                                                                                        1993          1992  
                                                                                   -----------    ----------
<S>                                                                                <C>             <C>
Accumulated Postretirement Benefit Obligation:
- --------------------------------------------- 
Retirees                                                                           $    53.0      $    43.4
Active employees eligible to retire                                                     23.4           22.0
Other active employees                                                                 120.2          112.5
                                                                                   ----------     ----------
   Total accumulated obligation                                                    $   196.6      $   177.9
Unamortized amendments                                                                   2.1              -
Unamortized net loss                                                                   (11.4)          (9.7)
                                                                                   ---------      --------- 
   Accrued liability                                                               $   187.3      $   168.2
                                                                                   ----------     ----------
                                                                                   ----------     ----------

Assumptions:
   Discount rate at year-end                                                             7.5 %          8.5%
   Present health care cost trend rate                                                   9.7           10.3
   Ultimate trend rate in ten years                                                      5.5            5.5
   Weighted-average trend rate                                                           6.8            6.9
</TABLE>


Changing the assumed health care cost trend rates by one percentage point would
change the aggregate service and interest cost components of net periodic
postretirement benefit cost for 1993 by $3.5 million and the accumulated
postretirement benefit obligation at December 31, 1993 by $29.3 million.





                                      19
<PAGE>   20
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 11. INDUSTRY SEGMENTS AND FOREIGN OPERATIONS

Ford Credit, its subsidiaries and affiliates operate in two industry segments -
financing and insurance.  Financing operations primarily consist of:  the
purchase from franchised Ford vehicle dealers of retail installment sale
contracts and retail leases; wholesale financing and capital loans to
franchised Ford vehicle dealers and other dealers associated with such dealers;
loans to vehicle leasing companies; and diversified financing.  In addition, a
wholly owned subsidiary of Ford Credit provides these financing services in the
U.S. to other vehicle dealers.  Insurance operations conducted through Ford
Credit's equity investment in Ford Holdings consist of:  the issuance of single
premium deferred annuities; property and casualty insurance relating to
extended service plan contracts for new and used vehicles manufactured by
affiliated and nonaffiliated companies, primarily originating from Ford
dealers; credit life and credit disability insurance for retail purchasers of
vehicles and equipment; and physical damage insurance covering vehicles and
equipment financed at wholesale by Ford Credit and its subsidiaries.

Ford Credit, through certain of its subsidiaries, operates in several foreign
countries, the most significant of which are Canada and Australia.  Total
revenue, income before income taxes and cumulative effects of changes in
accounting principles, and assets identifiable with United States and foreign
operations were as follows:

<TABLE>
<CAPTION>
                                                                       1993           1992            1991   
                                                                 -------------   -------------   ------------
                                                                                 (in millions)
   <S>                                                           <C>             <C>             <C>
   Total revenue
       United States operations                                  $     7,694.8   $     6,339.2   $    6,170.6
       Foreign operations                                                643.6          734.1           831.7
                                                                 -------------   ------------    ------------
                 Total revenue                                   $     8,338.4   $     7,073.3   $    7,002.3
                                                                 -------------   -------------   ------------
                                                                 -------------   -------------   ------------

   Income before income taxes and cumulative
          effects of changes in accounting principles
       United States operations                                  $     1,610.3   $     1,084.4    $     788.3
       Foreign operations                                                 66.4            83.6           95.8
       Equity in net income of affiliated
              companies                                                  198.3           155.2          191.0
                                                                 -------------   ------------    ------------
                 Total income before income taxes
                    and cumulative effects of
                    changes in accounting principles             $     1,875.0   $     1,323.2    $   1,075.1
                                                                 -------------   -------------   ------------
                                                                 -------------   -------------   ------------

   Assets at December 31
       United States operations                                  $    64,027.3   $    53,655.2
       Foreign operations                                              4,371.1         4,307.3
       Equity in net assets of affiliated
          companies                                                    1,201.9         1,004.8
                                                                 -------------   -------------
                 Total assets                                    $    69,600.3   $    58,967.3
                                                                 -------------   -------------
                                                                 -------------   -------------
</TABLE>





                                      20
<PAGE>   21
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 12.  TRANSACTIONS WITH AFFILIATED COMPANIES

An agreement with Ford provides for payments by Ford to Ford Credit that would
maintain Ford Credit's consolidated income before income taxes and net income
at specified minimum levels.  No payments were required under the agreement
during 1993, 1992, or 1991.

Ford Credit and its subsidiaries, from time to time, purchase accounts
receivable of certain divisions and subsidiaries of Ford.  The amount of such
receivables outstanding was $1,076.9 million at December 31, 1993 and $948.0
million at December 31, 1992. Agreements with Ford also provide for payment to
Ford Credit for interest supplements and other support costs on certain
financing and leasing transactions.  Amounts included in total revenue from
these and other transactions with Ford were as follows (in millions):  1993 -
$583.0; 1992 - $622.8; 1991 - $618.9.  Ford Credit and its subsidiaries 
purchase from Ford and affiliates certain vehicles which were previously 
acquired by Ford principally from its fleet and rental car customers.  The cost
of these vehicles held for resale and included in other assets at December 31 
was as follows (in millions):  1993 - $456.5; 1992 - $368.1.  Ford Credit also 
has entered into a sale/leaseback agreement with Ford for vehicles leased to 
employees of Ford and its subsidiaries.  The net investment in these lease 
vehicles included in operating leases at December 31 was as follows (in 
millions):  1993 - $562.3; 1992 - $501.3.

Investments in securities include preferred stock of a nonaffiliate ($324
million) and of an affiliate ($335.9 million) which were acquired from Ford.
Investments in these securities are recorded at cost.  Ford has provided Ford
Credit with certain guarantees related to Ford Credit's initial investment and
return on investment in this preferred stock, and for certain related finance
receivables.  Amounts related to these transactions included in investment and
other income were as follows (in millions):  1993 - $52.7; 1992 - $47.2;  1991
- - $57.2.

Ford Credit and its subsidiaries receive technical and administrative advice
and services from Ford and its subsidiaries, occupy office space furnished by
Ford and its subsidiaries and utilize data processing facilities maintained by
Ford.  Payments to Ford and its subsidiaries for such services are charged to
operating expenses and were as follows (in millions):  1993 - $57.1; 1992 -
$53.6;  1991 - $59.4.





                                      21
<PAGE>   22
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 12.  TRANSACTIONS WITH AFFILIATED COMPANIES (continued)

Retirement benefits are provided under defined benefit plans for employees of
Ford Credit and its subsidiaries in the United States by the Ford General
Retirement Plan and for employees of the foreign subsidiaries in Australia and
Canada by the respective Ford retirement plans.  Employee retirement plan costs
allocated to Ford Credit and its subsidiaries from Ford and charged to
operating expenses were as follows (in millions):  1993 - $5.8; 1992 - $6.1;
1991 - $11.0.

At December 31, 1993 and 1992, Ford Credit had guaranteed $94.6 million and
$81.0 million of debt outstanding of other subsidiaries of Ford.

See other notes for additional information regarding transactions with
affiliated companies.


NOTE 13.  LITIGATION AND CLAIMS

Various legal actions, governmental proceedings and other claims are pending or
may be instituted or asserted in the future against Ford Credit and its
subsidiaries.  Certain of the pending legal actions are, or purport to be,
class actions.  Some of these matters involve or may involve compensatory,
punitive or antitrust or other treble damage claims in very significant amounts
or other relief which, if granted, would require very significant expenditures.

Litigation is subject to many uncertainties, the outcome of individual
litigated matters is not predictable with assurance and it is reasonably
possible that some of the foregoing matters could be decided unfavorably to
Ford Credit or the subsidiary involved.  Although the amount of liability at
December 31, 1993 with respect to these matters cannot be ascertained, Ford
Credit believes that any resulting liability should not materially affect the
consolidated financial position of Ford Credit and its subsidiaries at December
31, 1993.





                                      22
<PAGE>   23
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 14.  FINANCIAL INSTRUMENTS

Book and Estimated Fair Value of Financial Instruments

The estimated fair value of financial instruments held by Ford Credit and its
subsidiaries at December 31, and the valuation techniques used to estimate the
fair value, were as follows:
<TABLE>
<CAPTION>
                                                   1993                                 1992              
                                       -------------------------------      ------------------------------
                                                           ESTIMATED                          ESTIMATED
                                            BOOK             FAIR               BOOK             FAIR
                                            VALUE            VALUE              VALUE            VALUE    
                                       ---------------   ---------------    --------------    --------------
                                                (in millions)                        (in millions)
<S>                                    <C>               <C>                <C>               <C>
Assets
Cash and cash equivalents              $         992.3   $         992.3    $        295.0    $        295.0
Investments in securities                      1,441.3           1,499.8           1,363.6           1,363.6
Finance receivables                           46,133.9          46,605.1          42,109.6          42,380.0

Liabilities
Debt payable after one year            $      25,480.5   $      26,853.5    $     21,437.5    $     22,553.0
</TABLE>

CASH AND CASH EQUIVALENTS.  The book value approximates fair value because of
the short maturity of these instruments.

INVESTMENTS IN SECURITIES.  Investments in securities include common stock of a
nonaffiliate, preferred stock of an affiliate and a nonaffiliate which were
acquired from Ford, and subordinated retained interests in receivable sales.
At December 31, 1993, the formula determined fair value of the common stock
exceeded its book value by $58.5 million.  Preferred stock is recorded at cost,
which approximates fair value, as Ford provides Ford Credit with certain
guarantees related to Ford Credit's initial investment and return on
investment.  Subordinated retained interests in receivable sales are recorded
at the present value of estimated future cash flows discounted at rates
commensurate with this type of instrument, which approximates fair value.

FINANCE RECEIVABLES.  The fair value of most receivables is estimated by
discounting future cash flows using an estimated discount rate which reflects
the credit, interest rate and prepayment risks associated with similar types of
instruments.  For receivables with short maturities, the book values
approximate fair values.  Finance receivables excluded from fair market
valuation include direct financing and leveraged lease investments, and other
miscellaneous accounts receivable.

DEBT.  The fair value is estimated based on quoted market prices or on current
rates for similar debt with the same remaining maturities.





                                      23
<PAGE>   24
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 14.  FINANCIAL INSTRUMENTS (continued)

Financial Instruments With Off-Balance-Sheet Risk

The following sections describe the various off-balance-sheet financial
instruments that Ford Credit held as of December 31, 1993 and 1992.  Also
included is a brief discussion of the fair value of those contracts and certain
risks associated with holding those contracts through maturity.

FOREIGN EXCHANGE INSTRUMENTS.  Ford Credit and certain of its subsidiaries have
entered into foreign exchange agreements to manage exposure to foreign exchange
rate fluctuations.  These exchange agreements hedge principal and interest
payments on debt  that are denominated in foreign currencies.  Agreements
entered into to manage these exposures include foreign currency forward
contracts and currency swaps.

Foreign currency forward contracts and currency swaps involve agreements to
purchase or sell specified amounts of foreign currencies at specified rates on
specific future dates.  The fair value of these foreign exchange agreements was
estimated using current market rates.  The fair value was estimated to be a net
receivable of $54.1 million at December 31, 1993 and $107.2 million at December
31, 1992.

In the unlikely event that a counterparty fails to meet the terms of the
contract, Ford Credit's market risk is limited to the currency rate
differential.  In the case of currency swaps, Ford Credit's market risk also
may include an interest rate differential.  At December 31, 1993 and 1992, the
total notional amount of Ford Credit's foreign currency forward contracts and
currency swaps outstanding was $2.1 billion.

INTEREST RATE INSTRUMENTS.  Ford Credit and certain of its subsidiaries have
entered into arrangements to manage exposure to fluctuations in interest rates.
These arrangements include primarily interest rate swap agreements and, to a
lesser extent, interest rate options.





                                      24
<PAGE>   25
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 14.  FINANCIAL INSTRUMENTS (continued)

Interest rate swap agreements involve the exchange of interest obligations on
fixed and floating interest rate debt without the exchange of the underlying
principal amounts.  The differential paid or received on interest rate swap
agreements is recognized as an adjustment to interest expense over the term of
the underlying debt agreement.

Interest rate option contracts allow the holder of the option to purchase or
sell a financial instrument at a specified price and within a specified period
of time.

The fair value of interest rate instruments is the estimated amount Ford Credit
would receive or pay to terminate the agreement or contract.  The fair value is
calculated using current market rates and the remaining terms of the agreements
or contracts.  At December 31, 1993 and 1992, the fair value of these interest
rate instruments was estimated to be $458.2 million and $273.4 million,
respectively, including unrealized gains of $410.6 million and $221.5 million,
respectively.

In the unlikely event that a counterparty fails to meet the terms of an
interest rate instrument, Ford Credit's exposure is limited to the interest
rate differential.  The underlying notional amount on which Ford Credit has
interest rate swap and option agreements outstanding aggregated $31.1 billion
at December 31, 1993 and $16.9 billion at December 31, 1992.

Concentrations of Credit Risk

Ford Credit controls its credit risk through credit standards, limits on
exposure and by monitoring the financial conditions of other parties.  The
majority of Ford Credit's finance receivables are geographically diversified
throughout the United States.  Foreign finance receivables are concentrated in
Canada and Australia.





                                      25
<PAGE>   26
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 15.  SELECTED QUARTERLY FINANCIAL DATA
(UNAUDITED)

Selected financial data by calendar quarter for the past two years were as
follows:

<TABLE>
<CAPTION>
                                               TOTAL          INTEREST       PROVISION FOR         NET
                                              REVENUE         EXPENSE        CREDIT LOSSES        INCOME
                                              -------         -------        -------------        ------
                                                                      (in millions)
   <S>                                       <C>            <C>                <C>            <C>
   1993
       First Quarter                         $   1,960.1    $     718.2        $    84.4      $     315.1
       Second Quarter                            2,053.6          725.0             68.1            306.2
       Third Quarter                             2,180.2          733.2             87.3            274.3
       Fourth Quarter                            2,144.5          742.9             30.4*           298.2
                                             -----------    -----------        ---------      -----------

                 Full Year                   $   8,338.4    $   2,919.3        $   270.2      $   1,193.8
                                             -----------    -----------        ---------      -----------
                                             -----------    -----------        ---------      -----------

   1992
       First Quarter                         $   1,723.4    $     843.8        $   105.1      $     353.7
       Second Quarter                            1,737.4          790.1             79.7            227.7
       Third Quarter                             1,784.6          734.1            115.1            240.2
       Fourth Quarter                            1,827.9          708.5            118.1            217.1
                                             -----------    -----------        ---------      -----------

                 Full Year                   $   7,073.3    $   3,076.5        $   418.0      $   1,038.7
                                             -----------    -----------        ---------      -----------
                                             -----------    -----------        ---------      -----------
</TABLE>


   ____________
   *   The provision for credit losses for the fourth quarter of 1993 was
       reduced by $78.8 million as a result of continued improvement in credit
       loss experience.





                                      26

<PAGE>   1





                                                                    EXHIBIT 20.2


FORD CREDIT REPORTS RECORD 1993 EARNINGS

     DEARBORN, Mich., Feb. 9 -- Ford Motor Credit Company today
reported record earnings for the third consecutive year in 1993.
Chairman William E. Odom and President Edsel B. Ford II announced
that net income for the year was $1.194 billion, up $155 million
or 15 percent from 1992.  Excluding a one-time gain resulting
from the adoption of new accounting standards for income taxes
and postretirement benefits in 1992, net income was up $302
million or 34 percent from a year ago.

     Compared with 1992, the earnings improvement reflected
primarily higher levels of earning assets, lower credit losses,
and the effect of gains on sales of receivables, partially offset
by an increase in the U. S. income tax rate.  At Dec. 31, Ford
Credit's total gross finance receivables and net investment in
operating leases were $69.6 billion compared with $60.2 billion a
year earlier.  Credit losses were 0.35 percent of average
receivables compared with 0.60 percent a year ago.

     "Ford Credit's record 1993 earnings are a tribute to our employees who
maintain a strong customer focus," Mr. Odom said.  "We have been able to grow
the business and reduce credit losses. Ford Credit has positioned itself well
to compete in an increasingly competitive environment."

     Ford Credit provided retail financing for 2,210,000 new and
used vehicles sold in the United States, up 18 percent from a
year ago.  The company financed 38 percent of new vehicles sold
by Ford and Lincoln-Mercury dealers in the United States, equal
to 1992.  It also provided wholesale financing for 81 percent of
Ford Motor Company sales to U. S. car and truck dealers, up three
percentage points from a year ago.

     "During the past year we made tremendous strides in
improving the services we provide our customers and it paid off
on the bottom line,"  Mr. Ford noted.  "Both dealer and retail
customer satisfaction ratings improved dramatically last year,
and we also saw a major improvement in how our employees feel
about working for Ford Credit."

     Ford Credit provides vehicle financing for more than 6,000
Ford, Lincoln-Mercury, Ford Truck and affiliated automotive
dealers, and for 5 million retail customers in the United States,
Puerto Rico, Canada and Australia.  The company provides vehicle
financing for non-Ford dealers, including private-label
arrangements with Jaguar and Mazda, through PRIMUS Automotive
Financial Services, Inc., a wholly-owned subsidiary.  In 1993,
Ford Credit launched a new vehicle financing operation in Japan.
Ford Credit also is a joint owner in Ford New Holland Credit
Company, which provides financial services for tractor and
equipment dealers in the United States and Canada.  In addition,
it directs the activities of the international vehicle financing
<PAGE>   2
affiliates of Ford Motor Company in 19 other countries (their
financial results are not included in Ford Credit earnings), and
it manages the insurance businesses of The American Road
Insurance Company.

     Ford Credit is a wholly-owned subsidiary of Ford Motor
Company and part of Ford's Financial Services Group.

<PAGE>   1
                                                                   EXHIBIT 20.3

                        Corporate News   Public Affairs

                                         Ford Motor Company
                                         The American Road
                                         Room 904
                                         Dearborn, MI 48121

                                         Telephone:(313)322-9600
                                         Fax: (313)845-0570



IMMEDIATE RELEASE


Contact:  Kathryn Blackwell
         (313) 322-3436


FORD'S 1993 PROFIT REFLECTED WORLDWIDE IMPROVEMENT


      DEARBORN, Mich., Feb. 9 -- Sharply improved U.S. automotive
operations, another record year in financial services and
successful cost-reduction programs worldwide were key elements of
Ford Motor Company's 1993 earnings of $2.5 billion or $4.55 per
share of common and Class B stock.

      "I'm proud of our employees whose hard work has led to the
strongest turnaround in Ford's history," Alex Trotman, chairman
and chief executive officer, said.  "As economies around the
world have strengthened or stabilized during the year, we've
improved our profitability.  Looking ahead, we're in good shape
for 1994.  We have strong new products and we expect better
economic conditions.  But, there's still more to do and we remain
committed to increasing efficiency throughout the company."

      In 1992, Ford Motor Company lost $7.4 billion, or $15.61 per
share of common and Class B stock, primarily reflecting mandated
accounting changes.  Excluding the one-time effects of accounting
changes, Ford lost $502 million in 1992, or $1.46 per share of
common and Class B stock.
<PAGE>   2
Summary of 1993 Results

A summary of the 1993 results compared with 1992 follows:

- -   Net income from worldwide automotive operations was $940
    million, up $2.5 billion.

- -   Net income from U.S. automotive operations was $1.5 billion,
    up $1.9 billion.

- -   Automotive operations outside the U.S. lost $542 million,
    compared with a loss of $1.1 billion in 1992.

- -   Net income of the Financial Services Group was $1.6
    billion, up $557 million.

- -   Worldwide sales and revenues were $108.5 billion, up $8.4
    billion.

- -   Factory unit sales were 5,964,000, up 200,000 units or three
    percent.

- -   Stockholders' equity was $15.6 billion, up $821 million.

- -   Capital spending was $6.8 billion, up $1 billion.

- -   Automotive cash and marketable securities were $9.8 billion, up
    $717 million.

- -   Automotive debt was $8 billion, down $301 million.


Automotive Operations Improved Over 1992

      Ford's net income from worldwide automotive operations
improved $2.5 billion compared with 1992, excluding the one-time
effects of accounting changes in 1992.  Most of this improvement
can be attributed to U.S. automotive operations, which increased
$1.9 billion.  Higher vehicle production, reflecting industry
sales growth and increased market share, accounted for much of
the improvement, along with higher margins.  Outside the U.S.,
automotive operations improved $587 million.

     "Market share is only one measure of success.  But, we're
glad to note that our 25.5 percent share of the total U.S.
vehicle market is up 0.8 of a point from 1992, continuing our
steady growth in market share since the early '80s," Trotman
said.  "Following the well-received launch of the Mustang in late
1993, we will strengthen our product lineup further with
introductions of brand new products targeted at high-volume
market segments -- the Ford Windstar, Ford Contour and Mercury
Mystique, as well as the Ford Aspire.

     "In Europe, Ford's bright spot in 1993 was the success of
the new Mondeo in the midst of a very weak overall market --
industry sales were down 16 percent," Trotman added.  "Following
the restructuring that was completed in 1993, we continue to move
forward with cost-reduction actions there, as we are doing in all
Ford operations."
<PAGE>   3
During the 1993 calendar year:

- -  Mondeo was named 1994 Car of the Year in Europe, and Motor
   Trend Magazine named the Ford Mustang 1994 Car of the Year in the
   U.S.

- -  Five of the top 10 best-selling vehicles in the U.S. were
   Ford products; Ford F-Series was the best-selling vehicle in the
   U.S., and the Ford Taurus was the best-selling car.

- -  Ford sold a record 1.7 million trucks in the U.S.

- -  In Britain, Ford had car sales leadership, with three of the
   top five best-selling cars -- Escort, Fiesta and Mondeo.

- -  In Taiwan, Ford retained combined car and truck sales
   leadership for the sixth straight year, and in Australia, Ford
   retained car sales leadership for the 12th consecutive year.

The Financial Services Group Continued Record-Setting Pace

     The Financial Services Group posted a profit of $1.6 billion,
setting another earnings record and exceeding last year's
performance by $557 million or 54 percent, excluding the one-time
effects of accounting changes in 1992.  The record improvement
reflected higher levels of earning assets, lower credit losses
and lower operating expenses.

     "Once again, the Financial Services Group has raised the
chinning bar," Trotman said.  "Its performance continues to be
outstanding.  Not only is the Group vital to Ford Motor Company,
but it is increasingly recognized as a leader in the U.S.
financial services industry."

During 1993:

- -  The Financial Services Group achieved a third consecutive
   year of record earnings.

- -  Ford Credit posted its third straight record earnings year.

- -  The Associates recorded its 17th consecutive record earnings
   year.

- -  USL Capital had its fourth straight record earnings year.

U.S. Automotive Fourth-Quarter Earnings-- Second-Highest Ever

      For U.S. automotive operations, the fourth quarter of 1993
was the second-highest ever in the company's history with
earnings of $669 million, up $797 million from a year ago.
Results for the fourth quarter of 1993 include the favorable one-
time effect of a gain on the sale of part of Ford's North
American automotive seating and seat trim business ($73 million).
<PAGE>   4
     Outside the U.S., automotive operations lost $372 million,
compared with a loss of $909 million a year ago.  Fourth-quarter
results in 1993 were affected adversely by restructuring charges
at Jaguar ($109 million) and Ford of Australia ($57 million),
offset partially by the favorable effect of a reduction in German
tax rates ($59 million).  Worldwide automotive operations earned
$297 million, up $1.3 billion from 1992.

     The Financial Services Group earned $422 million -- a record
for any quarter --compared with $197 million a year ago.

     In total, Ford earned $719 million or $1.30 per share of
common and Class B stock, compared with a loss of $840 million or
$1.85 per share a year ago.  Fourth-quarter results in 1992 were
affected adversely by one-time restructuring charges of $334
million at Ford's European automotive operations and $85 million
at Ford's European financial services activities.

Outlook -- Strong Customer Focus

     "Both of our core businesses -- automotive and financial
services -- clearly are poised to take advantage of gradually
improving economic conditions," Trotman said.  "We have new
products on tap for worldwide distribution.  We're pursuing
opportunities in the world's emerging markets, especially in
Asia, and we're achieving efficiencies at all levels of our
operations.  To continue to grow, we -- together with our dealers
and suppliers -- need to remain focused on earning the loyalty of
more and more customers by providing them with high-quality
vehicles and services and a satisfying ownership experience."

                                     # # #

2/9/94
<PAGE>   5
                      Ford Motor Company and Subsidiaries

                                   HIGHLIGHTS


<TABLE>
<CAPTION>
                                                         Fourth Quarter                      Full Year         
                                                   -------------------------         --------------------------
                                                     1993             1992             1993              1992  
                                                   --------         --------         --------         ---------
<S>                                                <C>              <C>              <C>              <C>        
Worldwide factory sales of cars
 and trucks (in thousands)
- - United States                                        942              873             3,826            3.361
- - Outside United States                                512              529             2,138            2,403              
                                                     -----            -----             -----            -----                   
                                                                                                                                
Total                                                1,454            1,402             5,964            5,764 
                                                     -----            -----             -----            -----                   
                                                     -----            -----             -----            -----                   
                                                 

Sales and revenues (in millions)
- - Automotive                                       $23,511          $21,498          $ 91,568         $ 84,407
- - Financial Services                                 4,330            3,908            16,953           15,725
                                                   -------          -------          --------         --------
   Total                                           $27,841          $25,406          $108,521         $100,132
                                                   -------          -------          --------         --------
                                                   -------          -------          --------         --------

Income/(loss) before cumulative effects
 of changes in accounting principles
 (in millions)
- - Automotive                                       $   297          $(1,037)         $    940         $ (1,534)
- - Financial Services                                   422              197             1,589            1,032
                                                   -------          -------          --------         --------
   Total                                           $   719          $  (840)         $  2,529         $   (502)
                                                  ---  ---          -------          --------         -------- 
                                                  ---  ---          -------          --------         -------- 

Net income/(loss) (in millions)
- - Automotive                                       $   297          $(1,037)         $    940         $ (8,628)
- - Financial Services                                   422              197             1,589            1,243              
                                                   -------          -------          --------         --------                     

Total                                              $   719          $  (840)         $  2,529         $ (7,385)
                                                   --- ---          -------          --------         --------                     
                                                   --- ---          -------          --------         --------                     

Capital expenditures (in millions)
- - Automotive                                       $ 1,985          $ 1,747          $  6,714         $  5,697
- - Financial Services                                    32               41               100               93
                                                   -------          -------          --------         --------
   Total                                           $ 2,017          $ 1,788          $  6,814         $  5,790
                                                   -------          -------          --------         --------
                                                   -------          -------          --------         --------

Stockholders' equity at December 31
- - Total (in millions)                              $15,574          $14,753          $ 15,574         $ 14,753
- - After-tax return on Common and
   Class B stockholders' equity                       21.1%               *              18.6%               *

Automotive cash, cash equivalents,
 and marketable securities at
 December 31 (in millions)                         $ 9,752          $ 9,035          $  9,752         $  9,035

Automotive debt at December 31
 (in millions)                                     $ 8,016          $ 8,317          $  8,016         $  8,317

After-tax returns on sales
- - Automotive                                           1.3%               *               1.1%               *
- - Total Company                                        2.6%               *               2.4%               *

Shares of Common and Class B Stock
 (in millions)
- - Average number outstanding                           498              488               493              486
- - Number outstanding at December 31                    499              489               499              489

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

Income/(loss) before cumulative
 effects of changes in accounting
 principles
- - Automotive                                       $  0.45          $ (2.25)         $   1.33         $  (3.58)
- - Financial Services                                  0.85             0.40              3.22             2.12
                                                   -------          -------          --------         --------
   Total                                           $  1.30          $ (1.85)         $   4.55         $  (1.46)
                                                   -- ----          -------          --------         -------- 
                                                   -- ----          -------          --------         -------- 

Income/(loss)
- - Automotive                                       $  0.45          $ (2.25)         $   1.33         $ (18.16)
- - Financial Services                                  0.85             0.40              3.22             2.55
                                                   -------          -------          --------         --------
   Total                                           $  1.30          $ (1.85)         $   4.55         $ (15.61)
                                                   -- ----          -------          --------         -------- 
                                                   -- ----          -------          --------         -------- 

Income/(loss) assuming full dilution               $  1.19          $ (1.85)         $   4.20         $ (15.61)

Cash dividends per share of Common
 and Class B Stock                                 $  0.40          $  0.40          $   1.60         $   1.60

</TABLE>
- - - - - -
*Results in this period were a loss.




                                      FS-1
<PAGE>   6

                      Ford Motor Company and Subsidiaries

                             VEHICLE FACTORY SALES


                For the Periods Ended December 31, 1993 and 1992



<TABLE>
<CAPTION>
                                                         Fourth Quarter                      Full Year         
                                                   --------------------------        --------------------------
                                                      1993             1992             1993             1992  
                                                   ---------        ---------        ---------        ---------
<S>                                                <C>              <C>              <C>              <C>
U.S. AND CANADA
Cars - U.S.                                          458,253          446,772        1,950,238        1,841,248
     - Canada                                         34,668           28,978          126,297          123,551
                                                   ---------        ---------        ---------        ---------
  Total cars                                         492,921          475,750        2,076,535        1,964,799

Trucks - U.S.                                        483,623          426,166        1,875,711        1,520,049
       - Canada                                       42,571           34,938          125,906          109,161
                                                   ---------        ---------        ---------        ---------
  Total trucks                                       526,194          461,104        2,001,617        1,629,210
                                                   ---------        ---------        ---------        ---------

Total U.S. and Canada                              1,019,115          936,854        4,078,152        3,594,009

OUTSIDE U.S. AND CANADA
Germany                                              192,563          201,851          831,216          923,763
Britain                                               98,146           82,302          421,939          473,178
Spain                                                 48,208           70,739          211,413          310,957
Taiwan                                                18,881           23,923          113,861          113,966
Mexico                                                22,429           31,577           90,710          126,334
Australia                                             33,527           32,092          126,753          120,017
Japan                                                 10,725           13,855           52,805           66,654
Other countries                                       10,562            9,177           36,737           35,496
                                                   ---------        ---------        ---------        ---------

  Total overseas                                     435,041          465,516        1,885,434        2,170,365
                                                   ---------        ---------        ---------        ---------

  Total worldwide vehicle
   factory sales                                   1,454,156        1,402,370        5,963,586        5,764,374
                                                   ---------        ---------        ---------        ---------
                                                   ---------        ---------        ---------        ---------

</TABLE>




Includes units manufactured by other companies and sold by Ford.  Factory sales
are shown by source of manufacture, except that Canadian, Mexican and
Australian exports to the United States are included as U.S. vehicle sales, and
U.S. exports to Canada are included as Canadian vehicle sales.


                                      FS-2
<PAGE>   7
                      Ford Motor Company and Subsidiaries

                        CONSOLIDATED STATEMENT OF INCOME

              For the Years Ended December 31, 1993, 1992 and 1991
                                 (in millions)
<TABLE>
<CAPTION>
                                                                      1993             1992             1991  
                                                                    --------         --------         --------

<S>                                                                 <C>              <C>              <C>
AUTOMOTIVE
SALES                                                               $91,568          $84,407          $72,051

COSTS AND EXPENSES
Costs of sales                                                       85,168           81,748           71,827
Selling, administrative, and other expenses                           4,968            4,434            3,993
                                                                    -------          -------          -------
  Total costs and expenses                                           90,136           86,182           75,820

OPERATING INCOME/(LOSS)                                               1,432           (1,775)          (3,769)

Interest income                                                         563              653              677
Interest expense                                                        807              860              903
                                                                    -------          -------          -------
  Net interest expense                                                 (244)            (207)            (226)
Equity in net income/(loss) of affiliated companies                     127               15              (29)
Net (expense)/revenue from transactions with
 Financial Services                                                     (24)              15              (28)
                                                                    -------          -------          ------- 

INCOME/(LOSS) BEFORE INCOME TAXES AND CUMULATIVE EFFECTS OF
 CHANGES IN ACCOUNTING PRINCIPLES - AUTOMOTIVE                        1,291           (1,952)          (4,052)

FINANCIAL SERVICES
REVENUES                                                             16,953           15,725           16,235

COSTS AND EXPENSES
Interest expense                                                      6,482            7,056            8,317
Operating and other expenses                                          3,196            2,945            2,822
Provision for credit and insurance losses                             1,523            1,795            2,159
Depreciation                                                          3,064            2,089            1,500
                                                                    -------          -------          -------
  Total costs and expenses                                           14,265           13,885           14,798
Net revenue/(expense) from transactions with Automotive                  24              (15)              28
                                                                    -------          -------          -------
INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECTS OF
 CHANGES IN ACCOUNTING PRINCIPLES - FINANCIAL SERVICES                2,712            1,825            1,465
                                                                    -------          -------          -------

TOTAL COMPANY
INCOME/(LOSS) BEFORE INCOME TAXES AND CUMULATIVE EFFECTS OF
 CHANGES IN ACCOUNTING PRINCIPLES                                     4,003             (127)          (2,587)

Provision/(credit) for income taxes                                   1,350              295             (395)
                                                                    -------          -------          ------- 

INCOME/(LOSS) BEFORE MINORITY INTERESTS AND CUMULATIVE EFFECTS
 OF CHANGES IN ACCOUNTING PRINCIPLES                                  2,653             (422)          (2,192)

Minority interests in net income of subsidiaries                        124               80               66
                                                                    -------          -------          -------

Income/(loss) before cumulative effects of changes in
 accounting principles                                                2,529             (502)          (2,258)

Cumulative effects of changes in accounting
 principles                                                               -           (6,883)               -
                                                                    -------          -------          -------

NET INCOME/(LOSS)                                                     2,529           (7,385)          (2,258)
Preferred stock dividend requirements                                   288              209               22
                                                                    -------          -------          -------

Income/(loss) attributable to Common and Class B Stock              $ 2,241          $(7,594)         $(2,280)
                                                                    -------          -------          ------- 
                                                                    -------          -------          ------- 

</TABLE>

                                      FS-3
<PAGE>   8
                      Ford Motor Company and Subsidiaries

                        CONSOLIDATED STATEMENT OF INCOME

             For the Years Ended December 31, 1993, 1992, and 1991
                                 (in millions)


<TABLE>
<CAPTION>
                                                                      1993             1992            1991 
                                                                    -------          -------          ------

<S>                                                                 <C>              <C>              <C>
Average number of shares of Common and Class B Stock
 outstanding                                                           493               486             476

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

Income/(loss) before cumulative effects of changes in
 accounting principles                                              $ 4.55           $ (1.46)         $(4.79)

Cumulative effects of changes in accounting principles                   -            (14.15)              -
                                                                    ------           -------          ------

INCOME/(LOSS)                                                       $ 4.55           $(15.61)         $(4.79)
                                                                    ------           -------          ------ 
                                                                    ------           -------          ------ 

INCOME/(LOSS) ASSUMING FULL DILUTION                                $ 4.20           $(15.61)         $(4.79)

CASH DIVIDENDS                                                      $ 1.60           $  1.60          $ 1.95
</TABLE>





                                      FS-4
<PAGE>   9
                      Ford Motor Company and Subsidiaries

                           CONSOLIDATED BALANCE SHEET
                                 (in millions)
<TABLE>
<CAPTION>
                                                                                  December 31,        December 31,
                                                                                      1993                1992    
                                                                                 -------------        ------------
<S>                                                                                <C>                  <C>
ASSETS
AUTOMOTIVE
Cash and cash equivalents                                                          $  5,667             $  3,504
Marketable securities, at cost and accrued interest
 (approximates market)                                                                4,085                5,531
                                                                                   --------             --------
   Total cash, cash equivalents, and marketable securities                            9,752                9,035

Receivables                                                                           2,302                2,204
Inventories                                                                           5,538                5,451
Deferred income taxes                                                                 2,830                2,480
Other current assets                                                                  1,226                1,298
Net current receivable from Financial Services                                          834                1,368
                                                                                   --------             --------
   Total current assets                                                              22,482               21,836

Equity in net assets of affiliated companies                                          3,002                2,751
Net property                                                                         23,059               22,160
Deferred income taxes                                                                 5,427                5,015
Other assets                                                                          7,691                5,339
Net noncurrent receivable from Financial Services                                        76                   69
                                                                                   --------             --------
   Total Automotive assets                                                           61,737               57,170

FINANCIAL SERVICES
Cash and cash equivalents                                                             2,555                3,182
Investments in securities                                                             8,219                6,874
Net receivables and lease investments                                               119,535              106,144
Other assets                                                                          6,892                7,175
                                                                                   --------             --------
   Total Financial Services assets                                                  137,201              123,375
                                                                                   --------             --------

   TOTAL ASSETS                                                                    $198,938             $180,545
                                                                                   --------             --------
                                                                                   --------             --------

LIABILITIES AND STOCKHOLDERS' EQUITY
AUTOMOTIVE
Trade payables                                                                     $  8,769             $  7,944
Other payables                                                                        1,976                1,631
Accrued liabilities                                                                  10,815                9,983
Income taxes payable                                                                    160                  318
Debt payable within one year                                                            932                1,249
                                                                                   --------             --------
   Total current liabilities                                                         22,652               21,125

Long-term debt                                                                        7,084                7,068
Other liabilities                                                                    25,911               21,866
Deferred income taxes                                                                 1,089                1,333
                                                                                   --------             --------
   Total Automotive liabilities                                                      56,736               51,392

FINANCIAL SERVICES
Payables                                                                              1,881                1,514
Debt                                                                                103,960               90,188
Deposit accounts                                                                     10,549               14,030
Deferred income taxes                                                                 2,287                1,616
Other liabilities and deferred income                                                 5,583                4,532
Net payable to Automotive                                                               910                1,437
                                                                                   --------             --------
   Total Financial Services liabilities                                             125,170              113,317

Preferred stockholders' equity in a subsidiary company                                1,458                1,083

STOCKHOLDERS' EQUITY
Capital stock
 Preferred Stock, par value $1.00 per share (aggregate
  liquidation preference of $3.4 billion)                                                 *                    *
 Common Stock, par value $1.00 per share (464 and 454 million shares issued)            464                  454
 Class B Stock, par value $1.00 per share (35 million shares issued)                     35                   35
Capital in excess of par value of stock                                               5,082                4,698
Foreign currency translation adjustments and other                                     (678)                 (62)
Minimum pension liability adjustment                                                   (400)                   -
Earnings retained for use in business                                                11,071                9,628
                                                                                   --------             --------
   Total stockholders' equity                                                        15,574               14,753
                                                                                   --------             --------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $198,938             $180,545
                                                                                   --------             --------
- - - - - -                                                                          --------             --------
</TABLE>
*Less than $1 million
Certain amounts for 1992 have been reclassified to conform with presentations
adopted in 1993.

                                      FS-5
<PAGE>   10

Ford Motor Company and Subsidiaries


                      CONSOLIDATED STATEMENT OF CASH FLOWS

             For the Years Ended December 31, 1993, 1992, and 1991
                                 (in millions)


<TABLE>
<CAPTION>
                                                            1993                      1992                     1991         
                                                   ----------------------    ----------------------   ----------------------
                                                                Financial                Financial                 Financial
                                                   Automotive   Services     Automotive   Services    Automotive   Services 
                                                   ----------   ---------    ----------   ---------   ----------   ---------
<S>                                                <C>          <C>          <C>         <C>          <C>          <C>
CASH AND CASH EQUIVALENTS AT JANUARY 1             $  3,504     $  3,182     $  4,958    $  3,175     $  4,599     $  2,168

Cash flows from operating activities                  6,862        7,145        5,753       5,762        3,341        4,780

Cash flows from investing activities
 Capital expenditures                                (6,714)        (100)      (5,697)        (93)      (5,723)        (124)

 Proceeds from sale and leaseback of
  fixed assets                                          884            -          263           -          619            -

 Acquisitions of other companies                          0         (336)           0        (461)           0         (860)

 Proceeds from sales of subsidiaries                    173            0           52           0          273            0

 Acquisitions of receivables and lease
  investments                                             -     (163,858)           -    (134,619)           -     (124,606)

 Collections of receivables and
  lease investments                                       -      142,844            -     123,144            -      117,581

 Purchases of securities                           (100,493)     (13,741)     (50,437)    (12,877)     (56,141)     (11,876)

 Sales of securities                                101,927       12,426       49,629      12,169       52,795       14,450

 Proceeds from sales of receivables                       -        4,794            -       6,465            -        4,533

 Loans originated net of principal payments               -       (1,466)           -        (938)           -         (321)

 Investing activity with Financial Services            (117)           -          709           -          837            -

 Other                                                  (69)         389         (492)        372         (175)         555
                                                   --------     --------     --------    --------     --------     --------

   Net cash used in investing activities             (4,409)     (19,048)      (5,973)     (6,838)      (7,515)        (668)

Cash flows from financing activities
 Cash dividends                                      (1,086)           -         (977)          -         (927)           -

 Sale of Preferred Stock                                  0            -        1,104           -        2,252            -

 Issuance of Common Stock                               394            -          221           -          371            -

 Changes in short-term debt                             (66)       6,065         (426)      2,739          117       (3,931)

 Proceeds from issuance of other debt                   424       22,128        1,865      13,382        4,808       13,889

 Principal payments on other debt                      (376)     (13,791)      (1,598)    (13,122)      (2,477)      (9,981)

 Financing activity with Automotive                       -          117            -        (709)           -         (837)

 Changes in customers' deposits, excluding
  interest credited                                       -       (3,861)           -      (3,418)           -       (1,875)

 Receipts from annuity contracts                          -          821            -         703            -           46

 Issuance of subsidiary company preferred stock           -          375            -         283            -            0

 Other                                                 (124)         (76)          79         (10)           3           12
                                                   --------      -------     --------    --------     --------     --------

   Net cash (used in)/provided by financing
    activities                                         (834)      11,778          268        (152)       4,147       (2,677)

Effect of exchange rate changes on cash                  17           25         (220)        (47)         (35)          (7)

Net transactions with Automotive/
 Financial Services                                     527         (527)      (1,282)      1,282          421         (421)
                                                   --------     --------     --------    --------     --------     -------- 

   Net increase/(decrease) in cash and cash
    equivalents                                       2,163         (627)      (1,454)          7          359        1,007
                                                   --------     --------     --------    --------     --------     --------

CASH AND CASH EQUIVALENTS AT DECEMBER 31           $  5,667*    $  2,555     $  3,504*   $  3,182     $  4,958*    $  3,175
                                                   --------     --------     --------    --------     --------     --------
                                                   --------     --------     --------    --------     --------     --------

   Total cash and cash equivalents                          $8,222                  $6,686                   $8,133
                                                            ------                  ------                   ------
                                                            ------                  ------                   ------


- - - - - -
</TABLE>
*Automotive cash, cash equivalents, and marketable securities on December 31
  were as follows (in millions): 1993 - $9,752 ; 1992 - $9,035; 1991 - $9,753




                                      FS-6
<PAGE>   11

                      Ford Motor Company and Subsidiaries

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
             For the Years Ended December 31, 1993, 1992, and 1991
                                 (in millions)

<TABLE>
<CAPTION>
                                                              1993             1992             1991  
                                                            --------         --------         --------
<S>                                                        <C>              <C>             <C>
CAPITAL STOCK
COMMON STOCK
Balance at beginning of year                                $   454          $   448          $   438
Issued for employee benefit plans and other                      10                6               10
                                                            -------          -------          -------
  Balance at end of year                                        464              454              448

Class B Stock                                                    35               35               35

Series A Preferred Stock
Balance at beginning of year                                      *                *                -
Sale of Series A Preferred Stock                                  0                0                *
                                                            -------          -------          -------
  Balance at end of year                                          *                *                *

Series B Preferred Stock
Balance at beginning of year                                      *                -                -
Sale of Series B Preferred Stock                                  0                *                -
                                                            -------          -------          -------
  Balance at end of year                                          *                *                -

CAPITAL IN EXCESS OF PAR VALUE OF STOCK
Balance at beginning of year                                  4,698            3,379              766
Issued for employee benefit plans and other                     384              215              361
Sale of Series A Preferred Stock                                  0                0            2,252
Sale of Series B Preferred Stock                                  0            1,104                -
                                                            -------          -------          -------
  Balance at end of year                                      5,082            4,698            3,379

FOREIGN CURRENCY TRANSLATION ADJUSTMENTS
 AND OTHER
Balance at beginning of year                                    (62)             838              823
Translation adjustments during year                            (508)            (975)               8
Minimum pension liability adjustment                           (400)               -                -
Other                                                          (108)              75                7
                                                            -------          -------          -------
  Balance at end of year                                     (1,078)             (62)             838

EARNINGS RETAINED FOR USE IN THE BUSINESS
Balance at beginning of year                                  9,628           17,990           21,175
Net income/(loss)                                             2,529           (7,385)          (2,258)
Cash dividends                                               (1,086)            (977)            (927)
                                                            -------          -------          ------- 
  Balance at end of year                                     11,071            9,628           17,990
                                                            -------          -------          -------

Total stockholders' equity                                  $15,574          $14,753          $22,690
                                                            -------          -------          -------
                                                            -------          -------          -------

</TABLE>

<TABLE>
<CAPTION>
                              
                                                                          Series A         Series B
                                        Common           Class B          Preferred        Preferred
SHARES OF CAPITAL STOCK                 Stock             Stock             Stock            Stock  
                                        ------           -------          ---------        ---------
<S>                                   <C>               <C>              <C>             <C>
                              
Issued at December 31, 1990                438               35                 -                -
                              
Additions                     
  1991                                      10                0             0.046                -
  1992                                       6                0                 0            0.023
  1993                                      10                0                 0                0
                                        ------           ------           -------          -------
    Net additions                           26                0             0.046            0.023
                                        ------           ------           -------          -------
Issued at December 31, 1993                464               35             0.046            0.023
                                        ------           ------           -----------      -------
                                        ------           ------           -----------      -------
</TABLE>
- -------------
*Less than 1 million                               

                                      FS-7

<PAGE>   1
Coopers                                           certified public accountants
& Lybrand




                                                                      EXHIBIT 23




                          CONSENT OF COOPERS & LYBRAND





We consent to the incorporation by reference in (a) Ford Motor Credit Company's
registration statement on Form S-8 (No. 33-30875) relating to the Ford Money
Market Account Program and (b) Ford Motor Credit Company's registration
statements on Form S-3 (No. 32-24928, No. 33-51075, and No. 33-50295) of our
report dated February 1, 1994 on our audits of the consolidated financial
statements of Ford Motor Credit Company and Subsidiaries at December 31, 1993
and 1992 and for each of the three years in the period ended December 31, 1993
included in the Ford Motor Credit Company Current Report on Form 8-K dated
February 11, 1994.





COOPERS & LYBRAND

Detroit, Michigan
February 11, 1994


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