FORD MOTOR CREDIT CO
8-K, 1996-02-06
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 6, 1996


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

          Delaware                  1-6368              38-1612444      
- -------------------------   -----------------------  -------------------
(State or other juris-      (Commission File Number   (IRS Employer
 diction of incorporation          Number)           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 2.  ACQUISITION OR DISPOSITION OF ASSETS

     A reorganization of Ford Motor Company's ("Ford") Financial Services
Group is being undertaken to align more closely under a single subsidiary
legal ownership of the Financial Services affiliates with management
responsibility of such affiliates.

     As a part of such reorganization, Ford Holdings, Inc. ("FHI") formed
Ford FSG, Inc. ("FFSGI"), as a wholly-owned Delaware corporation.  FFSGI is
the company intended to have legal ownership of the Financial Services
affiliates.  The common stock of FHI is owned 45% by Ford Motor Credit
Company ("Ford Credit") and 55% by Ford.

     After the formation of FFSGI, FHI contributed its interest in Associates
First Capital Corporation to FFSGI in exchange for 100% of the common stock
of FFSGI and the assumption by FFSGI of certain debt of FHI.  Thereafter,
Ford contributed to FFSGI all of its interest in Ford Credit Europe plc
("FCE"), a public limited company incorporated under the laws of England.  In
exchange for Ford's contribution of its interest in FCE to FFSGI, Ford
received a class of common stock in FFSGI that has controlling voting power
of FFSGI but otherwise is equal to all other common stock of FFSGI as to the
payment of dividends, etc.  The percentages of economic interests of FFSGI
held by Ford and FHI are based on the relative values of the entities
contributed to FFSGI by Ford and FHI.  It is anticipated that other Financial
Services affiliates will be transferred to FFSGI in the future.

     Also as a part of the reorganization, it is expected that all or
substantially all of Ford Credit's common stock interest in FHI will be
redeemed by FHI.  The unaudited pro forma financial data of Ford Credit for the
year ended December 31, 1995, which are filed as Exhibit 20.1 to this Current
Report on Form 8-K and incorporated herein by reference, retroactively reflect
FHI's redemption of substantially all of Ford Credit's common stock interest in
FHI as if such purchase occurred at January 1, 1995 with respect to the
unaudited pro forma income statement data and at December 31, 1995 with respect
to the unaudited pro forma balance sheet data.  The unaudited pro forma
financial data do not purport to represent what Ford Credit's financial
position or results of operations would have been had the transaction in fact
occurred on those dates, nor are they necessarily indicative of future
operating results or financial position.

     The fair value of Ford Credit's common stock interest in FHI is
estimated to be approximately $3 billion.  It is expected that FHI will redeem  
substantially all of Ford Credit's common stock interest in FHI by transferring
to Ford Credit all of FHI's interest ($556 million) in The American Road
Insurance Company, a wholly-owned subsidiary,  paying cash ($1,084 million),
and issuing a promissory note ($1,260 million) in favor of Ford Credit.  The
note will bear interest at the 3-month LIBOR plus 1/8%.
<PAGE>   3


ITEM 5. OTHER EVENTS

     FORD MOTOR CREDIT COMPANY 1995 RESULTS OF OPERATIONS

     Ford Credit's consolidated net income in 1995 was $1,395 million, up $82
million or 6% from 1994.  Net income from financing operations in 1995 was
$1,140 million, up $60 million or 6% from 1994.  The increase in financing
profits was more than accounted for by higher financing volumes, lower 1995
taxes, higher gains from sales of receivables, and improved operating cost
performance.  Lower net interest margins, higher credit losses, and the non-
recurrence of a one-time gain from the sale of Ford Credit's investment in
Manheim Auctions were a partial offset.

     Total gross finance receivables and net investment in operating leases
at December 31, 1995 were $92.4 billion, up $9.6 billion or 12% from a year
earlier.  The higher financing volume reflects primarily an increase in
operating leases and retail installment sale receivables.  Depreciation
expense in 1995 was $5,041 million, up $1,131 million or 29% from 1994.  The
increase reflected the higher levels of operating leases and was more than
offset by higher revenue earned on the lease contracts.

     For 1995, Ford Credit financed 36.9% of all new cars and trucks sold by
Ford Motor Company dealers in the U.S. compared with 36.6% in 1994.  The
increase primarily resulted from higher levels of operating lease financing.
Ford Credit provided retail customers with financing for 2,499,000 new and
used vehicles in the United States.  Ford Credit provided wholesale financing
for 79.7% of Ford Motor Company U.S. factory sales in 1995 compared with
81.5% in 1994.

     The decline in net interest margins reflects an increase in net U.S.
portfolio borrowing rates from 5.4% in 1994 to 6.5% in 1995, partially offset
by higher portfolio yields on finance receivables and net investment in
operating leases.  Credit losses increased in 1995, reversing a general trend
of improvement that began in 1989.  Credit losses as a percent of average
finance receivables including net investment in operating leases were 0.44%
in 1995 ($394 million) compared with 0.30% in 1994 ($229 million).  The
increased credit losses reflected higher losses per repossessed unit and an
increase in repossession rates.

     For 1995, equity in net income of affiliated companies (primarily FHI)
was $255 million compared with $233 million in 1994.  The increase reflected
higher FHI net income available to common shareholders.  At December 31,
1995, Ford Credit owned about 45% of Ford Holdings common stock.

                             - - - - - - - - - - -

     Consolidated Financial Statements of Ford Motor Credit Company and
Subsidiaries for the year ended December 31, 1995 together with
the Report of Independent Accountants of Coopers & Lybrand L.L.P.,
independent certified public accountants, filed as Exhibit 99.1 to this
Current Report on Form 8-K, are incorporated by reference herein.
<PAGE>   4


    The news release dated January 31, 1996 of Ford Motor Company and
subsidiaries for the year ended December 31, 1995 is filed as Exhibit 99.2 to
this Current Report on Form 8-K and is incorporated by reference herein.

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


                                    EXHIBITS


Designation       Description                             Method of Filing
- -----------       -----------                             ----------------

Exhibit 20.1      Pro Forma Financial Information         Filed with this
                  of Ford Motor Credit Company.           Report.

Exhibit 23        Consent of Coopers & Lybrand L.L.P.     Filed with this
                                                          Report.

Exhibit 27        Financial Data Schedule                 Filed with this
                                                          Report.

Exhibit 99.1      1995 Audit of Consolidated Financial    Filed with this
                  Statements of Ford Motor Credit         Report.
                  Company and Subsidiaries together
                  with the Report of Independent
                  Accountants of Coopers & Lybrand
                  L.L.P., independent certified
                  public accountants.

Exhibit 99.2      News release dated January 31, 1996     Filed with this
                  of Ford Motor Company and Subsidiaries  Report.
                  for the year ended December 31, 1995
                  with attachments.


                                   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 6, 1996                                  By: /s/R. P. Conrad
                                                         ----------------------
                                                             R. P. Conrad
                                                             Assistant Secretary
<PAGE>   5



                                EXHIBIT INDEX


Designation                   Description               
- -----------                   -----------               

Exhibit 20.1      Pro Forma Financial Information
                  of Ford Motor Credit Company.

Exhibit 23        Consent of Coopers & Lybrand L.L.P.


Exhibit 27        Financial Data Schedule

Exhibit 99.1      1995 Audit of Consolidated Financial
                  Statements of Ford Motor Credit
                  Company and Subsidiaries together
                  with the Report of Independent
                  Accountants of Coopers & Lybrand
                  L.L.P., independent certified
                  public accountants.

Exhibit 99.2      News release dated January 31, 1996
                  of Ford Motor Company and Subsidiaries
                  for the year ended December 31, 1995
                  with attachments.




<PAGE>   1
                                                                   EXHIBIT 20.1

                SELECTED PRO FORMA FINANCIAL DATA OF FORD CREDIT
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                        For the year ended
Consolidated Statement of Income Information                                            December 31, 1995
                                                                                        -----------------
                                                                                           (in millions)
<S>                                                                                       <C>
         Total revenue                                                                       $ 13,784.0
         Depreciation on operating leases                                                       5,040.9
         Interest expense                                                                       4,893.2
         Operating expenses including minority
            interest in net income                                                              1,555.7
         Provision for credit losses                                                              437.9
         Equity in net income of affiliated companies                                               3.2
         Provision for income taxes                                                               600.5
         Net income                                                                             1,259.0

Consolidated Balance Sheet Information (at December 31, 1995)

         Cash and cash equivalents                                                           $  1,570.6
         Finance receivables net                                                               61,073.6
         Net investment in operating leases                                                    24,810.8
         Equity in net assets of affiliated companies                                              88.0
         Other assets                                                                           6,430.3
         Total assets                                                                          93,973.3
         Debt                                                                                  78,083.0
         Other liabilities                                                                      8,336.6
         Stockholder's equity                                                                   7,553.7
</TABLE>

<PAGE>   2


                                  FORD CREDIT

             PRO FORMA CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

                      FOR THE YEAR ENDED DECEMBER 31, 1995


<TABLE>
<CAPTION>
                                                                           PRO FORMA                FORD
                                             FORD           TARIC         ADJUSTMENTS               CREDIT
                                            CREDIT        (SEE NOTE 1)    (SEE NOTE 1)             PRO FORMA
                                         -------------  --------------  ---------------          ------------
                                                                         (in millions)
<S>                                        <C>              <C>            <C>                    <C>
Revenue
- -------
 Financing revenue                           $12,516.4        $     -         $     -              $12,516.4
 Insurance premiums                                  -          310.4               -                  310.4
 Investment and other income                     593.7          284.9            78.6  (2a)            957.2
                                             ---------        -------         -------              ---------

       Total revenue                          13,110.1          595.3            78.6               13,784.0

Expenses
- --------
 Depreciation on operating
   leases                                      5,040.9              -               -                5,040.9
 Interest expense                              4,957.2              -           (64.0) (2b)          4,893.2
 Operating expense                               984.2          548.1               -                1,532.3
 Provision for credit losses                     437.9              -               -                  437.9
                                             ---------        -------         -------              ---------

       Total expenses                         11,420.2          548.1           (64.0)              11,904.3

Equity in net income of
 affiliated companies                            255.4              -          (252.2) (2c)              3.2
                                             ---------        -------         -------              ---------

Income before income taxes                     1,945.3           47.2          (109.6)               1,882.9

Provision for income taxes                       535.9           10.4            54.2  (2d)            600.5
                                             ---------        -------         -------              ---------

Income before minority interests               1,409.4           36.8          (163.8)               1,282.4

Minority interest in net income
 of subsidiaries                                  14.2            9.2               -                   23.4
                                             ---------        -------         -------              ---------

       Net income                            $ 1,395.2        $  27.6         $(163.8)             $ 1,259.0
                                             =========        =======         =======              =========
</TABLE>
<PAGE>   3





                                  FORD CREDIT

                PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)

                               DECEMBER 31, 1995


<TABLE>
<CAPTION>
                                                                           PRO FORMA                FORD
                                             FORD           TARIC         ADJUSTMENTS              CREDIT
                                            CREDIT        (SEE NOTE 1)    (SEE NOTE 1)            PRO FORMA
                                         -------------  --------------   ---------------         ------------
                                                                          (in millions)
<S>                                      <C>                <C>            <C>                    <C>
Assets
- ------
 Cash and cash equivalents                   $ 1,355.9       $  214.7       $ 1,084.1  (3a)        $ 1,570.6
                                                                             (1,084.1) (3b)
 Finance receivables, net                     61,043.8           29.8               -               61,073.6
 Net investment, operating
   leases                                     24,810.8              -               -               24,810.8
 Equity in net assets of
   affiliated companies                        1,728.0              -        (1,640.0) (3a)             88.0
 Other assets                                  5,628.2          802.1         1,260.0  (3a)          6,430.3
                                                                             (1,260.0) (3d)
                                                                                555.9  (3a)
                                                                               (555.9) (3c)                 
                                             ---------       --------       ---------              ---------

       Total assets                          $94,566.7       $1,046.6       $(1,640.0)             $93,973.3
                                             =========       ========       ==========             =========


Liabilities and Minority Interests
- ----------------------------------
 Debt                                        $79,167.1       $      -       $(1,084.1) (3b)        $78,083.0
 Other liabilities                             7,128.7          490.7               -                7,619.4
                                             ---------       --------       ---------              ---------

       Total liabilities                      86,295.8          490.7        (1,084.1)              85,702.4

 Minority interests in net assets
   of subsidiaries                               717.2              -               -                  717.2

Stockholder's Equity
- --------------------
 Capital stock                                    25.0            3.0            (3.0)                  25.0
                                                                                (35.9)
 Paid-in surplus                                 917.3           65.0         1,260.0  (3a)            946.4
                                                                             (1,260.0) (3d)
 Unrealized gain on investments
   in securities available for
   sale, net of taxes                             30.9            0.9           (31.5)                   0.3
 Foreign currency translation
   adjustments                                   (63.3)          (3.3)            4.8                  (61.8)
 Earnings retained for use in
   the business                                6,643.8          490.3          (490.3)               6,643.8
                                             ---------       --------       ---------              ---------

       Total stockholder's equity              7,553.7          555.9          (555.9) (3c)          7,553.7
                                             ---------       --------       ---------              ---------

       Total liabilities and
          stockholder's equity               $94,566.7       $1,046.6       $(1,640.0)             $93,973.3
                                             =========       ========       ==========             =========
</TABLE>
<PAGE>   4





              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


1.   The unaudited selected pro forma financial data and financial statements
     of Ford Credit for the year ended December 31, 1995 retroactively reflect
     Ford Holdings, Inc.'s (FHI) redemption of substantially all of Ford
     Credit's common stock interest in FHI as if such redemption occurred at
     January 1, 1995 with respect to the unaudited pro forma income statement
     and at December 31, 1995 with respect to the unaudited pro forma balance
     sheet.

     The fair value of Ford Credit's common stock interest in FHI is estimated
     to be approximately $3 billion.  It is expected that FHI will redeem 
     substantially all of Ford Credit's common stock interest in FHI by 
     transferring certain consideration to Ford Credit.  The pro forma 
     financial statements reflect the transfer of all of FHI's interest in The 
     American Road Insurance Company ("TARIC") at historic cost ($556 million),
     a promissory note ($1,260 million) issued in favor of Ford Credit, and 
     cash ($1,084 million). TARIC is a wholly owned subsidiary of FHI.  The 
     note will bear interest at the three-month LIBOR plus 1/8%.

     The pro forma financial statements reflect TARIC on a fully consolidated
     basis at historic cost.  The cash received in the transaction is assumed
     to have been used to pay down short-term debt.  The note received
     represents the value received in excess of the book value of Ford Credit's
     investment in FHI.  This note receivable has been reclassified to equity
     so the transaction will have no effect on equity at December 31, 1995.
     While there is no material effect on the pro forma balance sheet, pro
     forma net income decreases $136.2 million.  The unaudited pro forma
     financial statements do not purport to represent what Ford Credit's
     financial position or results of operations would have been had the
     transaction in fact occurred on those dates, nor are they necessarily
     indicative of future operating results or financial position.


  Pro Forma Income Statement Adjustments

2a.  Record interest income on the note issued by FHI in favor of Ford Credit.
     The note earns interest at the three-month LIBOR plus 1/8% ($1,260.0
     million X 6.238% or $78.6 million).

2b.  Record reduction in interest expense resulting from the use of cash
     proceeds to pay down short-term debt.  The debt liquidated is assumed to
     be commercial paper which bears interest at 5.9% per annum ($1,084.1
     million X 5.9% or $64 million).

2c.  Eliminate Ford Credit's equity interest in the 1995 net income of FHI
     ($252.2 million).

2d.  Record federal and state income tax provision associated with entries 2a
     and 2b.  The tax rate assumes a combined rate of 38% (35% federal; 3%
     state).

 
<PAGE>   5

              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


  Pro Forma Balance Sheet  Adjustments

3a.  Record FHI redemption of Ford Credit's common stock interest in FHI as
     follows:

<TABLE>
<CAPTION>
                                                                                               Debit/(Credit) 
                                                                                              ----------------
                                                                                                (in millions)
     <S>                                                                                      <C>
     Cash                                                                                     $      1,084.1
     Investment in TARIC (at historic cost)                                                            555.9
     Note for excess of fair value of FHI investment over cost                                       1,260.0
     Reduce investment in FHI                                                                       (1,640.0)
     Increase equity for excess of fair value over book value of
         FHI investment                                                                             (1,260.0)
</TABLE>

3b.  Record use of cash ($1,084.1 million) to pay down short-term commercial
     paper.

3c.  Eliminate Ford Credit's investment in TARIC at December 31, 1995 ($555.9
     million).

3d.  Reclassify note receivable ($1,260.0 million) for excess of fair value
     over book as a reduction of equity.

<PAGE>   1





                                                                      EXHIBIT 23


                      CONSENT OF COOPERS & LYBRAND L.L.P.

Re:  Ford Motor Credit Company Registration Statement
     No. 33-30875 on Form S-8 and Registration Statement Nos.  33-24928,
     33-55237, 33-55945, 33-64263 and 33-64237 on Form S-3.

We consent to the incorporation by reference in the above Ford Motor Credit
Company Registration Statements of our report dated January 26, 1996 on our
audits of the consolidated financial statements of Ford Motor Credit Company
and Subsidiaries at December 31, 1995 and 1994 and for each of the three years
in the period ended December 31, 1995 included in Ford Motor Credit Company's
Current Report on Form 8-K dated February 6, 1996.

COOPERS & LYBRAND L.L.P.

/s/ Coopers & Lybrand L.L.P.


Detroit, Michigan
February 6, 1996

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                            1356
<SECURITIES>                                      1914
<RECEIVABLES>                                    61044
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   94567
<CURRENT-LIABILITIES>                                0
<BONDS>                                          79167
                                0
                                          0
<COMMON>                                            25
<OTHER-SE>                                        7529
<TOTAL-LIABILITY-AND-EQUITY>                     94567
<SALES>                                              0
<TOTAL-REVENUES>                                 13110
<CGS>                                                0
<TOTAL-COSTS>                                    11420
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   438
<INTEREST-EXPENSE>                                4957
<INCOME-PRETAX>                                   1945
<INCOME-TAX>                                       536
<INCOME-CONTINUING>                               1395
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1395
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>

<PAGE>   1
                                                                 EXHIBIT 99.1






                           FORD MOTOR CREDIT COMPANY

                                AND SUBSIDIARIES

                1995 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 sheets of Ford Motor Credit Company
and Subsidiaries at December 31, 1995 and 1994, 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, 1995.  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, 1995 and 1994, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1995 in conformity with generally accepted
accounting principles.





Detroit, Michigan
January 26, 1996





                                       1 
<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
                                                                  ---------------------------------------------
                                                                      1995             1994             1993   
                                                                  -----------      -----------      -----------
<S>                                                             <C>              <C>              <C>         
Financing revenue
   Operating leases                                                $ 7,018.4         $ 5,343.2         $3,602.6
   Retail                                                            3,605.6           3,231.5          3,305.2
   Wholesale                                                         1,407.7             964.8            679.6
   Diversified                                                         152.2             119.8            143.9
   Other                                                               332.5             267.6            221.1
                                                                   ---------         ---------         --------

           Total financing revenue                                  12,516.4           9,926.9          7,952.4

Investment and other income                                            593.7             462.4            386.0
                                                                   ---------         ---------         --------

           Total revenue                                            13,110.1          10,389.3          8,338.4

Expenses                                                               
   Depreciation on operating leases                                  5,040.9           3,910.0          2,675.7
   Interest expense                                                  4,957.2           3,540.8          2,919.3
   Operating expenses                                                  984.2             925.4            796.5
   Provision for credit losses                                         437.9             246.5            270.2
                                                                   ---------         ---------         --------

           Total expenses                                           11,420.2           8,622.7          6,661.7
                                                                   ---------         ---------         --------

Equity in net income of affiliated companies                           255.4             232.5            198.3
                                                                   ---------         ---------         --------

Income before income taxes                                           1,945.3           1,999.1          1,875.0

Provision for income taxes                                             535.9             675.7            673.3
                                                                   ---------         ---------         --------

Income before minority interest                                      1,409.4           1,323.4          1,201.7

Minority interest in net income of subsidiaries                         14.2              10.7              7.9
                                                                   ---------         ---------         --------

Net income                                                           1,395.2           1,312.7          1,193.8

Earnings retained for use in the business
  Beginning of year                                                  5,848.6           4,899.9          3,956.1
  Cash dividends                                                      (600.0)           (364.0)          (250.0)
                                                                   ---------         ---------         --------

           End of year                                             $ 6,643.8         $ 5,848.6         $4,899.9
                                                                   =========         =========         ========
</TABLE>

The accompanying notes are part of the financial statements.





                                       2 
<PAGE>   4

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                 (in millions)

<TABLE>
<CAPTION>
                                                                                           DECEMBER 31       
                                                                                -----------------------------
                                    ASSETS                                            1995            1994   
                                                                                -------------   -------------
<S>                                                                             <C>              <C>
Cash and cash equivalents                                                          $ 1,355.9        $   292.0

Investments in securities                                                            1,914.1          1,596.3

Finance receivables, net                                                            61,043.8         56,946.5

Net investment, operating leases                                                    24,810.8         19,993.9

Notes and accounts receivable from affiliated
     companies                                                                         420.7            250.3

Equity in net assets of affiliated companies                                         1,728.0          1,346.5

Other assets                                                                         3,293.4          2,799.0
                                                                                   ---------        ---------

             Total assets                                                          $94,566.7        $83,224.5
                                                                                   =========        =========


                     LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES
   Accounts payable
     Trade, customer deposits, and
        dealer reserves                                                            $ 1,579.4        $ 1,326.5
     Affiliated companies                                                              608.7            496.0
                                                                                   ---------        ---------

             Total accounts payable                                                  2,188.1          1,822.5

   Debt                                                                             79,167.1         70,440.4

   Deferred income taxes                                                             3,027.0          2,405.9

   Other liabilities and deferred income                                             1,913.6          1,495.6
                                                                                   ---------        ---------

             Total liabilities                                                      86,295.8         76,164.4

Minority interest in net assets of subsidiaries                                        717.2            397.5

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/(loss) on investments in
        securities available for sale, net of taxes                                     30.9            (70.0)
   Foreign currency translation adjustments                                            (63.3)           (58.3)
   Earnings retained for use in the business                                         6,643.8          5,848.6
                                                                                   ---------        ---------

             Total stockholder's equity                                              7,553.7          6,662.6
                                                                                   ---------        ---------

             Total liabilities and stockholder's equity                            $94,566.7        $83,224.5
                                                                                   =========        =========
</TABLE>



         The accompanying notes are part of the financial statements.





                                      3
<PAGE>   5

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                 (in millions)

<TABLE>
<CAPTION>
                                                                             FOR THE YEARS ENDED DECEMBER 31 
                                                                     ------------------------------------------------
                                                                          1995             1994              1993    
                                                                     -------------    -------------   ---------------
<S>                                                                  <C>              <C>              <C>
Cash flows from operating activities
   Net income                                                          $   1,395.2       $  1,312.7       $  1,193.8
   Adjustments to reconcile net income to
        net cash provided by operating
        activities
     Provision for credit losses                                             437.9            246.5            270.2
     Depreciation and amortization                                         5,087.7          3,969.4          2,745.8
     Gain on sales of finance receivables                                    (69.2)           (11.4)           (92.5)
     Equity in net income of affiliates                                     (255.4)          (232.5)          (198.3)
     Deferred income taxes                                                   613.9            349.3            565.3
     Changes in the following items
        Other assets                                                        (582.3)          (186.6)          (327.0)
        Other liabilities                                                    594.9            625.4            229.1
     Other                                                                   211.8            (23.4)            27.4
                                                                       -----------       ----------       ----------

           Net cash provided by
               operating activities                                        7,434.5          6,049.4          4,413.8
                                                                       -----------       ----------       ----------

Cash flows from investing activities
   Purchase of finance receivables
     (other than wholesale)                                              (29,694.3)       (29,666.3)       (27,191.3)
   Collection of finance receivables
     (other than wholesale)                                               23,608.1         24,797.4         21,341.6
   Net change in wholesale receivables                                    (2,254.9)        (4,550.4)        (1,641.6)
   Proceeds from sales of finance receivables
     and operating leases                                                  4,360.3          3,105.1          2,521.3
   Purchase of operating lease vehicles                                  (17,136.6)       (14,842.5)        (9,908.0)
   Liquidation of operating lease vehicles                                 6,704.5          3,448.9          2,317.8
   Other                                                                    (347.7)          (484.6)            53.9
                                                                       -----------       ----------       ----------

           Net cash used in
               investing activities                                      (14,760.6)       (18,192.4)       (12,506.3)
                                                                       -----------       ----------       ----------

Cash flows from financing activities
   Proceeds from issuance of long-term debt                               11,805.7         10,721.1         12,934.9
   Principal payments on long-term debt                                   (5,185.7)        (8,035.7)        (6,326.2)
   Change in short-term debt, net                                          2,028.5          8,898.0          2,568.4
   Cash dividends paid                                                      (600.0)          (364.0)          (250.0)
   Other                                                                     338.8            225.4           (132.8)
                                                                       -----------       ----------       ----------

           Net cash provided by
               financing activities                                        8,387.3         11,444.8          8,794.3

Effect of exchange rate changes on
     cash and cash equivalents                                                 2.7             (2.1)            (4.5)
                                                                       -----------       ----------       ----------

           Net change in cash and cash equivalents                         1,063.9           (700.3)           697.3

Cash and cash equivalents, beginning of year                                 292.0            992.3            295.0
                                                                       -----------       ----------       ----------

Cash and cash equivalents, end of year                                 $   1,355.9       $    292.0       $    992.3
                                                                       ===========       ==========       ==========

Supplementary cash flow information
   Interest paid                                                       $   4,676.0       $  3,494.2       $  2,871.6
   Taxes paid                                                                 66.0            341.2            101.2
</TABLE>


The accompanying notes are part of the financial statements.





                                       4
<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.  Use of estimates as determined by management
is required in the preparation of consolidated financial statements in
conformity with generally accepted accounting principles.  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").

Nature of 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 franchises associated with such
dealers; loans to vehicle leasing companies; and diversified financing.  In
addition, wholly owned subsidiaries of Ford Credit provide these financing
services in the United States and Canada to other vehicle dealers.  Insurance
operations conducted through Ford Credit's equity investment in Ford Holdings
consist 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.  See also Note 3 for information regarding Ford Credit's
ownership changes of Ford Holdings.

Ford Credit, through certain of its subsidiaries and joint ventures, operates
in several foreign countries, the most significant of which are Canada,
Australia, and Mexico.





                                   Continued

                                       5 
<PAGE>   7

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 1.  ACCOUNTING POLICIES (continued)

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 on a straight-line basis over the
term of the lease.  The recognition of revenue on loans is discontinued at the
time a loan is determined to be impaired.  Any amounts collected are recognized
first as a reduction of principal.  Subsequent amounts collected are treated as
a recovery.

Agreements with Ford and other affiliates provide for interest supplements and
other support payments to Ford Credit on certain financing and leasing
transactions.  These payments are recognized as income over the period that the
related finance receivables and leases are outstanding.

Sale of Receivables

Ford Credit periodically sells finance receivables through special purpose
subsidiaries, retains the servicing rights, and is paid a servicing fee.  The
estimated fair value of the excess servicing fee is recorded as an asset at the
date of sale and is accounted for as an adjustment to the sales price of the
sold receivables.

Estimated gains or losses from the sale of finance receivables are recognized
in the period in which the sale occurs.  In determining the gain or loss on
each qualifying sale of finance receivables, the investment in the sold
receivable pool is allocated between the portion sold and the portion retained
based on their relative fair values at the date of sale (see Note 7).

Normal servicing fees are earned as collected over the remaining term of the
related sold finance receivables.  The excess servicing asset is amortized over
the term of the sold receivables using the interest method.

Depreciation

Depreciation expense on operating leases is provided on a straight-line basis
over the term of the lease in an amount necessary to reduce the leased vehicle
to its estimated residual value at the end of the lease term.  Gains or losses
upon disposal and adjustments to reflect impairment of the vehicle's residual
value are also included in depreciation expense.





                                   Continued

                                       6 
<PAGE>   8

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 1.  ACCOUNTING POLICIES (continued)

Allowance for Credit Losses

An allowance for estimated credit losses is established for impaired loans
based on the provisions of Statement of Financial Accounting Standards No. 114
("SFAS 114").  Additional amounts are provided as required based on historical
experience and other factors that affect collectibility.  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 its estimated fair value at the date of repossession net
of estimated disposal costs.  Any difference between the estimated fair value
of the 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.

Derivative Financial Instruments

Ford Credit has entered into agreements to manage exposures to fluctuations in
interest rates and foreign exchange.  These agreements are used to hedge
exposure created by the difference in maturities of funding sources versus the
average maturities of finance receivables and operating leases and to hedge
debt denominated in foreign currencies.  All such instruments are classified as
"held for purposes other than trading"; company policy specifically prohibits
the use of derivatives for speculative purposes.

Interest rate swap agreements are used to manage the effects of interest rate
fluctuations.  The differential paid or received on interest rate swap
agreements is recognized on an accrual basis as an adjustment to interest
expense.  Gains and losses on terminated interest rate swaps are amortized and
reflected in interest expense over the remaining term of the original
agreement.

Foreign currency swap agreements are used to manage foreign exchange exposure.
The differential paid or received on currency swaps is recognized on an accrual
basis as an adjustment to interest expense.  Gains and losses on the foreign
currency swap agreements are recognized during the period of the related
transactions.





                                   Continued

                                       7 
<PAGE>   9

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 1.  ACCOUNTING POLICIES (continued)

Foreign Currency Translation

Revenues, costs and expenses of foreign subsidiaries are translated to U.S.
dollars at average-period exchange rates.  Assets and liabilities of foreign
subsidiaries are translated to U.S. dollars 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 years financial statements have been reclassified to
conform with current year presentation.

Impairment of Long-Lived Assets and Certain Identifiable Intangibles

Statement of Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of," was issued in March 1995.  The standard is required to be adopted
effective January 1, 1996.  The effect of adopting SFAS 121 is not expected to
be material.





                                   Continued

                                       8 
<PAGE>   10

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 2.  MARKETABLE AND OTHER SECURITIES

Available-for-sale securities are recorded at fair value with unrealized gains
and losses excluded from income and reported, net of tax, in a separate         
component of stockholder's equity.  At December 31, 1995 and 1994, the amount
reported in stockholder's equity includes Ford Credit's equity interest in Ford
Holdings' investment portfolio.  Held-to-maturity securities are recorded at
amortized cost.  Equity securities which do not have readily determinable fair
values are recorded at cost.  The basis of cost used in determining realized
gains and losses is specific identification.

The fair value of substantially all securities was estimated based on quoted
market prices for those securities.  For securities for which there were no
quoted market prices, the estimate of fair value was based on similar types of
securities that are traded in the market.  Investments in securities at
December 31, 1995 were as follows:

<TABLE>
<CAPTION>
                                                                 GROSS            ESTIMATED         MEMO:
                                                AMORTIZED      UNREALIZED           FAIR            BOOK
                                                  COST           GAINS              VALUE           VALUE   
                                              ------------    ----------       -------------    ------------
                                                                       (in millions)
<S>                                           <C>             <C>              <C>              <C>
Available-for-sale securities
- -----------------------------

Debt securities issued by the
   U.S. government and agencies               $        9.1    $         0.1    $         9.2    $        9.2

Held-to-maturity securities
- ---------------------------

Municipal securities                               1,041.6             57.6          1,099.2         1,041.6
Corporate debt securities                             47.9              1.8             49.7            47.9
                                              ------------    -------------    -------------    ------------

       Total held-to-maturity
          securities                               1,089.5             59.4          1,148.9         1,089.5
                                              ------------    -------------    -------------    ------------

       Total investments in
          securities with readily
          determinable fair values                 1,098.6             59.5          1,158.1         1,098.7

Other non-marketable equity
   securities                                        815.4                -            815.4           815.4
                                              ------------    -------------    -------------    ------------

       Total investments in
          securities                          $    1,914.0    $        59.5    $     1,973.5    $    1,914.1
                                              ============    =============    =============    ============
</TABLE>





                                   Continued

                                       9 
<PAGE>   11

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 2. MARKETABLE AND OTHER SECURITIES (continued)

Investments in securities at December 31, 1994 were as follows:

<TABLE>
<CAPTION>
                                                                  GROSS          ESTIMATED          MEMO:
                                                AMORTIZED       UNREALIZED          FAIR            BOOK
                                                  COST           LOSSES            VALUE            VALUE  
                                              ------------    -------------    -------------    ------------
                                                                          (in millions)
<S>                                           <C>             <C>              <C>              <C>
Available-for-sale securities
- -----------------------------

Debt securities issued by the
   U.S. government and agencies               $        4.8    $           -    $         4.8    $        4.8

Held-to-maturity securities
- ---------------------------

Municipal securities                                 687.5              5.7            681.8           687.5
Corporate debt securities                             52.1              0.4             51.7            52.1
Redeemable preferred stock                            40.0              0.1             39.9            40.0
                                              ------------    -------------    -------------    ------------

       Total held-to-maturity
          securities                                 779.6              6.2            773.4           779.6
                                              ------------    -------------    -------------    ------------

       Total investments in
          securities with readily
          determinable fair values                   784.4              6.2            778.2           784.4

Other non-marketable equity
   securities                                        811.9                -            811.9           811.9
                                              ------------    -------------    -------------    ------------

       Total investments
          in securities                       $    1,596.3    $         6.2    $     1,590.1    $    1,596.3
                                              ============    =============    =============    ============
</TABLE>





                                   Continued

                                      10 
<PAGE>   12

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 2. MARKETABLE AND OTHER SECURITIES (continued)

The amortized cost and fair value of investments in available-for-sale
securities and held-to-maturity securities at December 31, 1995, by contractual
maturity, were as follows:

<TABLE>
<CAPTION>
                                        AVAILABLE-FOR-SALE                        HELD-TO-MATURITY            
                       ---------------------------------------------  -----------------------------------------
                                         ESTIMATED        MEMO:                      ESTIMATED        MEMO:
                           AMORTIZED        FAIR          BOOK         AMORTIZED       FAIR           BOOK
                            COST           VALUE          VALUE          COST         VALUE           VALUE   
                       -------------  -------------  -------------  -------------  -------------  ------------
                                                           (in millions)
<S>                    <C>            <C>            <C>            <C>            <C>            <C>
Due in one
   year or less        $           -  $           -  $           -  $        39.9  $        39.9  $       39.9

Due after one
   year through
   five years                    7.4            7.5            7.5          164.9          164.9         164.9

Due after five
   years through
   ten years                     1.7            1.7            1.7          884.7          944.1         884.7
                       -------------  -------------  -------------  -------------  -------------  ------------

                       $         9.1  $         9.2  $         9.2  $     1,089.5  $     1,148.9  $    1,089.5
                       =============  =============  =============  =============  =============  =============
</TABLE>

Proceeds from sales of available-for-sale securities were $76.4 million and
$74.2 million in 1995 and 1994, respectively.  Gross realized gains and losses
for the years 1995 and 1994 were not material.





                                   Continued

                                      11 
<PAGE>   13

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 3.  EQUITY INVESTMENT IN FORD HOLDINGS

Ford Holdings is a holding company owned by Ford Credit and Ford, the primary
activities of which consist of consumer and commercial financing operations,
insurance underwriting, and equipment leasing.  These activities are conducted
through Ford Holdings' wholly owned subsidiaries, The American Road Insurance
Company ("TARIC") and USL Capital Corporation ("USL Capital"), and through the 
subsidiaries of Ford FSG, Inc. ("FFSGI"), a holding company owned by Ford and 
Ford Holdings, the primary subsidiaries of which are Associates First Capital 
Corporation and Ford Credit Europe.

During 1995, TARIC agreed to sell its annuity business to SunAmerica, Inc. for
$172.5 million.  The sale is expected to be completed in early 1996.  TARIC
recognized a one-time charge to earnings in the fourth quarter related to the
sale.  The charge was not material to Ford Holdings' 1995 financial results.

In addition, Ford Motor Company previously announced that it is reviewing
possible strategic actions with respect to its Financial Services Group which
could include the partial or complete sale of USL Capital.  Any such sale could
include all or a portion of Ford Credit's diversified assets, which total about
$3.3 billion, managed by USL Capital.

At December 31, 1995 and 1994, Ford Credit owned 45% of Ford Holdings' common
stock.  This represented 45% of the voting power in Ford Holdings at December
31, 1995 and 33.8% of the voting power at December 31, 1994.  Ford owns the
remaining common stock in Ford Holdings, representing 55% and 41.2% of the
voting power at December 31, 1995 and December 31, 1994, respectively.  The
increase in voting power in 1995 resulted from a merger between Ford Holdings
and Ford Holdings Capital Corporation, effective December 31, 1995, which
resulted in the cash out of all of the outstanding voting preferred stock of
Ford Holdings.





                                   Continued

                                      12 
<PAGE>   14

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 3.  EQUITY INVESTMENT IN FORD HOLDINGS (continued)

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

<TABLE>
<CAPTION>
                                                                  1995              1994             1993    
                                                              ------------     -------------    -------------
                                                                               (in millions)
   <S>                                                        <C>              <C>              <C>
   INCOME STATEMENT
       Revenue                                                $    7,047.4     $     5,880.5    $     5,291.8
       Income before income taxes                                  1,107.1             940.5            830.6
       Net income                                                    690.0             609.3            511.4
       Preferred stock dividend requirements                         129.8              97.5             74.9
       Income available for common stockholders                      560.2             511.8            436.5

   BALANCE SHEET
       Assets
          Cash and investments in securities                  $    2,508.2     $     5,947.0    $     5,100.7
          Finance receivables, net                                 1,478.3          29,361.7         24,376.6
          Investment in Ford FSG, Inc.                             3,390.0                 -                -
          Accounts receivable (including affiliated
              companies) and other assets                          7,743.0           9,064.5          9,121.5
                                                              ------------     -------------    -------------

              Total assets                                    $   15,119.5     $    44,373.2    $    38,598.8
                                                              ============     =============    =============

       Liabilities
          Accounts payable (including affiliated
              companies) and other liabilities                $    3,756.1     $     5,537.8    $     4,738.3
          Debt payable within one year                             2,248.0          16,054.9         13,802.1
          Long-term debt                                           4,486.8          17,765.1         15,767.7
                                                              ------------     -------------    -------------

              Total liabilities                                   10,490.9          39,357.8         34,308.1

       Stockholders' equity                                        4,628.6           5,015.4          4,290.7
                                                              ------------     -------------    -------------

              Total liabilities and stockholders'
                equity                                        $   15,119.5     $    44,373.2    $    38,598.8
                                                              ============     =============    =============
</TABLE>

Ford Credit's equity in the net assets of Ford Holdings at December 31, 1995
and 1994 was $1,697 million and $1,342 million, respectively.





                                   Continued

                                      13 
<PAGE>   15

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 3.  EQUITY INVESTMENT IN FORD HOLDINGS (continued)

Reorganization

In the Fourth Quarter of 1995, as part of a reorganization of Ford's Financial
Services Group, a merger between Ford Holdings and Ford Holdings Capital
Corporation resulted in the cash out of all of the outstanding voting preferred
stock of Ford Holdings (totaling about $2 billion).  Ford Holdings funded the
cash out of the voting preferred stock primarily with bank loans.  As a result,
the common stock of Ford Holdings, which is owned by Ford and Ford Credit, is
the only class of voting stock outstanding at December 31, 1995.  In the Fourth
Quarter 1995, Ford Holdings also contributed its ownership interest in
Associates First Capital Corporation to FFSGI in exchange for 100% of the
common stock of FFSGI and the assumption by FFSGI of certain  debt of FHI. 
Thereafter, Ford contributed to FFSGI all of its interest in Ford Credit Europe
plc ("FCE"), a public limited company incorporated under the laws of    
England.  In exchange for Ford's contribution of its interest in FCE to FFSGI,
Ford received a class of common stock in FFSGI that has controlling voting
power of FFSGI but otherwise is equal to all other common stock of FFSGI as to
the payment of dividends, etc.

In 1996, it is expected that all or substantially all of Ford Credit's interest
in Ford Holdings will be redeemed for ownership of TARIC, cash, and notes
estimated to be approximately $3 billion.  The actual amounts will be based on
a valuation of Ford Holdings at the redemption date.

Assuming the redemption had taken place on January 1, 1995, unaudited pro forma
net income would have been lower by approximately $136 million in 1995.  The
pro forma effect of this transaction on Ford Credit's balance sheet would not
have been material.  The pro forma results are not necessarily indicative of
future operating results or the results that might have occurred had the
transaction taken place on January 1, 1995.





                                   Continued

                                      14 
<PAGE>   16

                   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>
                                                                                     1995           1994   
                                                                                 -----------    -----------
                                                                                       (in millions)
   <S>                                                                         <C>              <C>
   Retail                                                                      $   43,773.2     $   40,566.6
   Wholesale                                                                       16,506.9         15,252.9
   Diversified                                                                      2,736.8          2,738.2
   Other                                                                            4,630.6          4,263.8
                                                                               ------------     ------------
                Total finance receivables                                          67,647.5         62,821.5
       Add:     Loan origination costs, net                                           220.5            155.6
       Less:    Unearned income                                                    (6,155.1)        (5,371.0)
                Allowance for credit losses                                          (669.1)          (659.6)
                                                                               ------------     ------------ 

                Finance receivables, net                                       $   61,043.8     $   56,946.5
                                                                               ============     ============
</TABLE>

Included in finance receivables is a total of $1.3 billion owed by three
customers with the largest receivable balances.  During 1995 and 1994, Ford
Credit issued irrevocable standby letters of credit in the amount of $267
million and $295 million, respectively, on behalf of one of these customers.  A
major portion of these amounts are guaranteed by Ford.

Ford Credit periodically sells finance receivables under agreements which
contain recourse provisions.  Reserves for estimated losses under the recourse
provisions are provided at the time of the sales based principally on
historical loss experience.  Ford Credit continues to service the sold
receivables for a fee.  Ford Credit's servicing portfolio relating to these
finance receivables sales amounted to $9.2 billion and $8.1 billion at December
31, 1995 and 1994, respectively.

The maturities of finance receivables outstanding at December 31, 1995 were as
follows:

<TABLE>
<CAPTION>
                                                   DUE IN YEAR                            
                                             ENDING DECEMBER 31                     DUE  
                                   ------------------------------------------      AFTER         
                                         1996          1997         1998            1998          TOTAL    
                                   -------------   ------------  ------------   -------------  ------------
                                                               (in millions)
   <S>                             <C>            <C>            <C>            <C>            <C>      
   Retail                          $    16,771.8  $    11,844.2  $   8,639.0    $    6,518.2   $    43,773.2
   Wholesale                            15,968.5          275.9        218.4            44.1        16,506.9
   Diversified                             155.0          142.4        118.3         2,321.1         2,736.8
   Other                                 2,913.2          147.7        146.6         1,423.1         4,630.6
                                   -------------  -------------  -----------    ------------   -------------

                 Total             $    35,808.5  $    12,410.2  $   9,122.3    $   10,306.5   $    67,647.5
                                   =============  =============  ============   ============   =============
</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.





                                   Continued

                                      15 
<PAGE>   17

                   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, 1995                 DECEMBER 31, 1994   
                                      ---------------------------       ---------------------------
                                      INSTALLMENTS       BALANCES       INSTALLMENTS       BALANCES
                                      ------------       --------       ------------       --------
                                                              (in millions)
   <S>                                     <C>              <C>              <C>              <C>
   Retail                                  $   65.4         $  282.7         $   26.7         $  183.0
   Diversified                                    -              0.2              5.4              8.0
   Other                                       10.3             38.4              1.0              6.9
                                           --------         --------         --------         --------

                 Total                     $   75.7         $  321.3         $   33.1         $  197.9
                                           ========         ========         ========         ========
</TABLE>

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>
                                                                                      1995           1994   
                                                                                 -----------    ------------
                                                                                       (in millions)
   <S>                                                                           <C>            <C>
   Investment in direct financing leases
       Minimum lease rentals                                                     $   1,735.5    $    1,843.7
       Estimated residual values                                                     1,315.0         1,420.3
       Lease origination costs                                                          13.1             7.1
          Less:    Unearned income                                                    (456.7)         (467.6)
                   Allowance for credit losses                                         (43.1)          (43.5)
                                                                                 -----------    ------------ 
                   Net investment in direct
                    financing leases                                             $   2,563.8    $    2,760.0
                                                                                 ===========    ============ 
</TABLE>

Minimum direct financing lease rentals (including executory costs of $26.4
million) for each of the five succeeding years are as follows (in millions):
1996 - $704.8; 1997 - $526.5; 1998 - $319.9; 1999 - $174.9; 2000 - $6.7;
thereafter - $29.1.





                                   Continued

                                      16 
<PAGE>   18

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 4.  FINANCE RECEIVABLES (continued)

<TABLE>
<CAPTION>
                                                                                       1995           1994  
                                                                                 -------------  ------------
                                                                                        (in millions)
   <S>                                                                           <C>           <C>
   Investment in leveraged leases
       Rentals receivable (net of principal
              and interest on nonrecourse debt)                                  $    1,540.0   $    1,491.9
       Estimated residual values                                                        564.6          543.1
       Lease origination costs                                                            3.0            3.5
          Less:    Unearned income                                                     (445.9)        (427.7)
                   Allowance for credit losses                                          (19.2)         (22.8)
                                                                                 ------------   ------------ 

                   Investment in leveraged leases                                     1,642.5        1,588.0

          Less deferred income taxes arising
                   from leveraged leases                                             (1,490.1)      (1,427.8)
                                                                                 ------------   ------------ 

                   Net investment in leveraged leases                            $      152.4   $      160.2
                                                                                 ============   ============
</TABLE>


NOTE 5.  NET INVESTMENT, OPERATING LEASES

Operating leases at December 31 were as follows:

<TABLE>
<CAPTION>
                                                                                    1995             1994   
                                                                               ------------     ------------
                                                                                        (in millions)
   <S>                                                                         <C>              <C>
   Investment in operating leases
       Vehicles and other equipment, at cost                                   $   30,448.4     $   24,817.8
       Lease origination costs                                                         44.4             34.9
          Less:    Accumulated depreciation                                        (5,423.8)        (4,602.9)
                   Allowance for credit losses                                       (258.2)          (255.9)
                                                                               ------------     ------------ 

                   Net investment in operating leases                          $   24,810.8     $   19,993.9
                                                                               ============     ============
</TABLE>

Future minimum rentals on operating leases are as follows (in millions):  1996
- - $5,574.3; 1997 - $2,188.3; 1998 - $162.2; 1999 - $1.0.





                                   Continued

                                      17 
<PAGE>   19

                   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>
                                                                            1995         1994         1993  
                                                                       -----------   ----------  -----------
                                                                                    (in millions)
   <S>                                                                 <C>           <C>        <C>
   Balance, beginning of year                                          $     915.5   $    915.5  $     915.5
       Additions                                                             437.9        246.5        270.2

       Deductions
          Losses                                                             557.0        377.8        391.8
          Recoveries                                                        (163.1)      (149.1)      (163.4)
                                                                       -----------   ----------  ----------- 

                 Net losses                                                  393.9        228.7        228.4

       Other changes, principally amounts relating
              to finance receivables and
              operating leases sold                                           32.2         17.8         41.8
                                                                       -----------   ----------  -----------

                 Net deductions                                              426.1        246.5        270.2
                                                                       -----------   ----------  -----------

   Balance, end of year                                                $     927.3   $    915.5  $     915.5
                                                                       ===========   ==========  ===========
</TABLE>

Statement of Financial Accounting Standards No. 114, "Accounting by Creditors
for Impairment of a Loan," was issued in May 1993 and amended in October 1994
by Statement of Financial Accounting Standards No. 118, "Accounting by
Creditors for Impairment of a Loan - Income Recognition and Disclosures."  The
Standards apply to loans individually evaluated and do not apply to small
dollar homogeneous loans, such as retail finance receivables, which are
evaluated collectively based on historical experience.  The Standards require
that impaired loans be measured based on the present value of expected future
cash flows discounted at the loan's effective interest rate.  The company
adopted these standards as of January 1, 1995 and the effect was not material.
The amount of impaired loans outstanding at December 31, 1995 and the average
recorded investment in impaired loans during the year was immaterial.
Additionally, the amount included in the allowance for credit losses at
December 31, 1995 pertaining to impaired loans is not material.





                                   Continued

                                      18 
<PAGE>   20

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 7. OTHER ASSETS

Other assets consist of:
<TABLE>
<CAPTION>
                                                                                               
                                                                                          DECEMBER 31    
                                                                                   -------------------------
                                                                                         1995         1994  
                                                                                   ------------ ------------
                                                                                        (in millions)
   <S>                                                                             <C>
   Investment in used vehicles held for
       resale, at estimated fair value                                             $    1,199.3 $    1,269.0
   Retained interest in sold receivables                                                1,062.7        895.2
   Deferred charges and other assets                                                      602.3        254.0
   Collateral held for resale                                                             340.7        297.3
   Property and equipment, net of
       accumulated depreciation of $55.7
       in 1995 and $49.9 in 1994                                                           88.4         83.5
                                                                                   ------------ ------------

              Total                                                                $    3,293.4 $    2,799.0
                                                                                   ============ ============
</TABLE>





                                   Continued

                                      19 
<PAGE>   21

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 8.  DEBT

Debt at December 31 was as follows:
<TABLE>
<CAPTION>
                                                         WEIGHTED AVERAGE(A)
                                                          INTEREST RATES                  BOOK VALUE        
                                                   -------------------------    -----------------------------
                                                        1995          1994           1995             1994   
                                                   -----------    ----------    ------------     ------------
                                                                                        (in millions)
   <S>                                                  <C>           <C>       <C>              <C>
   PAYABLE WITHIN ONE YEAR

     Commercial paper(B)                                                        $   34,978.3     $   33,228.9
                                                                                                             
     Other short-term debt(C)                                                        1,523.1          1,136.0
                                                                                ------------     ------------

               Total short-term debt                    5.87%         5.90%         36,501.4         34,364.9

     Senior notes payable
            within one year                             7.69%         7.79%          6,626.9          4,712.7
                                                                                ------------     ------------

               Total payable within
                    one year                            6.15%         6.13%         43,128.3         39,077.6
                                                                                ------------     ------------

   PAYABLE AFTER ONE YEAR

     Unsecured senior indebtedness
        Notes(D)                                        6.90%         7.02%         36,003.6         31,411.2
                                                                                                             
        Debentures                                      2.04%            -              29.1                -
        Unamortized premium/
            (discount)                                                                   6.1            (48.4)
                                                                                ------------     ------------ 

               Total payable after one year(B)                                      36,038.8         31,362.8
                                                                                ------------     ------------

               Total debt                               6.49%         6.53%     $   79,167.1     $   70,440.4
                                                                                ============     ============
</TABLE>


  (A) Excludes the effect of interest rate swap agreements.
  (B) The average remaining maturities of commercial paper was 29 days at
      December 31, 1995 and 27 days at December 31, 1994.  Unsecured senior
      notes and debentures mature at various dates through 2048.  Maturities
      for the next five years are as follows (in millions):  1996 - $6,626,9;
      1997 - $6,939.2; 1998 - $8,477.7;  1999 - $6,876.6; 2000 - $6,544.4;
      thereafter - $7,194.8.
  (C) Includes $35.9 million and $0 with an affiliated company at December 31,
      1995 and 1994.
  (D) Includes $1,174.4 million and $0 with affiliated companies at December
      31, 1995 and 1994.





                                   Continued

                                      20 
<PAGE>   22


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 8. DEBT (continued)

Debt payable after one year at December 31, 1995 and 1994 included obligations
of $24,620.3 million and $21,158.4 million, respectively, with fixed interest
rates and $11,418.5 million and $10,204.4 million, respectively, with variable
interest rates (generally based on LIBOR or other short-term rates).

Ford Credit and certain of its subsidiaries have entered into interest rate
swap agreements to manage exposures to fluctuations in interest rates.  The
agreements had no material effect on the overall weighted-average interest rate
on total debt as of December 31, 1995 and decreased the overall
weighted-average interest rate on total debt to 6.17% from 6.53% as of December
31, 1994.  The agreements decreased the long-term obligations subject to
variable interest rates as of December 31, 1995 and 1994 to $8,607.7 and
$6,857.4 million, respectively.  In addition, the agreements decreased the
Company's overall weighted-average effective interest rates for full year 1995
from 6.68% to 6.55% and full year 1994 from 5.82% to 5.51%.  The effect of
these agreements is to reduce the effect of interest rate changes on
profitability.  Approximately 27% of Ford Credit's interest rate swaps mature
in 1996 and approximately 89% mature by 2000.





                                   Continued

                                      21 
<PAGE>   23


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 8. DEBT (continued)

Debt at December 31 included obligations payable in foreign currencies and
translated to U.S. dollars as follows:

<TABLE>
<CAPTION>
                                                                                       December 31        
                                                                             ----------------------------
                                                                                 1995             1994    
                                                                             ------------     ------------
                                                                                     (in millions)
<S>                                                                               <C>         <C>
Canadian dollar                                                                  $4,099.8     $    3,451.4
Australian dollar                                                                 1,416.8          1,192.8
Japanese yen                                                                      1,726.4            655.1
German deutsche mark                                                                139.7            257.9
Luxembourg franc                                                                     68.0            125.5
Italian lira                                                                         31.5            123.0
European currency unit                                                              160.2            153.3
Swiss franc                                                                         108.7             95.3
Netherlands guilder                                                                 124.8                -
Indonesia rupiah                                                                     32.3                -
Mexican peso                                                                        116.8                -
</TABLE>

Certain of these obligations are denominated in currencies other than the
currency of the country of the issuer.  Foreign currency swap agreements are
used to hedge exposure to changes in exchange rates of such obligations.  These
obligations are translated to U.S. dollars in the financial statements at the
year-end rates of exchange.

NOTE 9.  SUPPORT FACILITIES

Support facilities represent additional sources of funds, if required.  At
December 31, 1995, Ford Credit had approximately $27.4 billion of contractually
committed facilities for use which included $7.6 billion of Ford bank lines
that may be used by Ford Credit at Ford's option.  These facilities have
various maturity dates through June 2000.  The entire $27.4 billion may be
used, at Ford Credit's option, by its subsidiaries in Canada, Australia,
Mexico, Japan, and Puerto Rico.  Any such borrowing will be guaranteed by Ford
Credit.





                                   Continued

                                      22 
<PAGE>   24

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 10.  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 was estimated as follows:

<TABLE>
<CAPTION>
                                                                              1995         1994       1993  
                                                                          ----------   ----------  ---------
                                                                                     (in millions)
   <S>                                                                    <C>          <C>        <C>
   Currently (refundable)/payable
       U.S. federal                                                       $    (45.0)  $    286.4  $    30.8
       Foreign                                                                  22.3         41.9       33.0
       State and local                                                         (29.7)         1.5       39.7
                                                                          ----------   ----------  ---------

              Total currently (refundable)/payable                             (52.4)       329.8      103.5

   Deferred tax liability/(benefit)
       U.S. federal                                                            490.0        327.9      518.0
       Foreign                                                                   5.5         (6.6)      (6.5)
       State and local                                                          92.8         24.6       58.3
                                                                          ----------   ----------  ---------

              Total deferred                                                   588.3        345.9      569.8
                                                                          ----------   ----------  ---------

              Total provision                                             $    535.9   $    675.7  $   673.3
                                                                          ==========   ==========  =========
</TABLE>

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

<TABLE>
<CAPTION>
                                                                              1995         1994       1993
                                                                              ----         ----       ----
 <S>                                                                         <C>          <C>       <C>
   U.S. statutory tax rate                                                     35.0%        35.0%     35.0%
   Effect of (in percentage points)
       State and local income taxes                                             2.4          2.4       3.6
       U.S. taxes attributable to foreign
          source income                                                        (2.4)         1.9       0.1
       Investment income not subject to tax or
          subject to tax at reduced rates                                      (1.6)        (0.9)     (1.0)
       Rate adjustments on deferred taxes                                         -         (1.7)      1.9
       Other                                                                   (1.4)         1.8       0.7
                                                                              -----        -----     -----

              Effective tax rate                                               32.0%        38.5%     40.3%
                                                                              =====        =====     ===== 
</TABLE>





                                   Continued

                                      23 
<PAGE>   25

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 10.  INCOME TAXES (continued)

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>
                                                                                    1995              1994   
                                                                               ------------     -------------
                                                                                        (in millions)
   <S>                                                                         <C>              <C>
   DEFERRED TAX LIABILITIES
   ------------------------

   Leasing transactions                                                        $    3,392.1     $     2,851.8
   Purchased tax benefits                                                             298.9             296.9
   Loan origination costs                                                              96.7              69.1
   Sales of receivables                                                                81.8              55.9
   Interest supplements                                                                 9.0             (40.5)
   Other                                                                              105.5              57.6
                                                                               ------------     -------------

       Total deferred tax liabilities                                               3,984.0           3,290.8

   DEFERRED TAX ASSETS
   -------------------

   Provision for credit losses                                                        460.8             481.4
   Alternative minimum tax                                                            289.9             227.3
   Employee benefit plans                                                             109.1              98.4
   Retail contract earnings method                                                     49.4              49.4
   Other                                                                               47.8              28.4
                                                                               ------------     -------------

       Total deferred tax assets                                                      957.0             884.9
                                                                               ------------     -------------

          Net deferred tax liabilities                                         $    3,027.0     $     2,405.9
                                                                               ============     =============
</TABLE>


NOTE 11.  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.  The estimated cost for postretirement health care benefits is
accrued on an actuarially determined basis.





                                   Continued

                                      24 
<PAGE>   26

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 11.  POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS (continued)

Net postretirement benefit expense included the following:

<TABLE>
<CAPTION>
                                                                                        1995          1994  
                                                                                   -----------    ----------
                                                                                         (in millions)
<S>                                                                                <C>            <C>
Benefits attributed to employees' service                                          $      7.3     $      9.3
Interest on accumulated benefit obligation                                               13.1           14.7
                                                                                   -----------    ----------
   Net postretirement benefit expense                                              $     20.4     $     24.0
                                                                                   ===========    ==========

Retiree benefit payments                                                           $      3.4     $      3.3
</TABLE>


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

<TABLE>
<CAPTION>
                                                                                        1995          1994  
                                                                                   -----------    ----------
                                                                                         (in millions)
<S>                                                                                <C>            <C>
Accumulated Postretirement Benefit Obligation
- ---------------------------------------------

Retirees                                                                            $    57.0     $     45.8
Active employees eligible to retire                                                      26.7           20.8
Other active employees                                                                  137.8          100.4
                                                                                   ----------     ----------
   Total accumulated obligation                                                         221.5          167.0
Unamortized amendments                                                                    2.0            2.2
Unamortized net gain                                                                      3.9           39.5
                                                                                   ----------     ----------

   Accrued liability                                                               $    227.4     $    208.7
                                                                                   ==========     ==========

Assumptions:
   Discount rate at year-end                                                             7.25%         8.75%
   Present health care cost trend rate                                                    9.5%          9.2%
   Ultimate trend rate in ten years                                                       5.5%          5.5%
   Weighted-average trend rate                                                            6.6%          6.6%
</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 1995 by $4 million and the accumulated
postretirement benefit obligation at December 31, 1995 by $34 million.





                                   Continued

                                      25 
<PAGE>   27

                   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 1995, 1994, or 1993.

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 $1,288.6 million at December 31, 1995 and $1,218.5
million at December 31, 1994.  Ford has provided Ford Credit with certain
guarantees related to the purchase of these receivables.  Agreements with Ford
and other affiliates also provide for payments to Ford Credit for interest
supplements and other support costs on certain financing and leasing
transactions.  Amounts included in the income statement for these and other
transactions with Ford were as follows (in millions):  1995 - $856.3; 1994 -
$570.2; 1993 - $583.0.  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):  1995 -  $532.9; 1994 - 556.8.  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 vehicles included in operating
leases at December 31 was as follows (in millions):  1995 - $704.6; 1994 -
$592.4.

Investments in securities include preferred stock of a nonaffiliate ($324.0
million) and of an affiliate ($485.9 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 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):  1995 - $69.1; 1994 - $54.5; 1993 -
$52.7.

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 advice and services are
charged to operating expenses and were as follows (in millions):  1995 - $60.6;
1994 - $61.9; 1993 - $57.1.





                                   Continued

                                      26 
<PAGE>   28

                   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):  1995 - $14.5; 1994 - $14.8;
1993 - $5.8.

At December 31, 1995 and 1994, Ford Credit had guaranteed $196.2 million and
$155.2 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, 1995 with respect to these matters cannot be ascertained, Ford
Credit believes that any resulting liability should not materially affect the
consolidated financial position or results of operations of Ford Credit and its
subsidiaries.





                                   Continued

                                      27 
<PAGE>   29

                   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>
                                                   1995                                 1994              
                                       -------------------------------      ------------------------------
                                                             ESTIMATED                           ESTIMATED
                                              BOOK              FAIR              BOOK             FAIR
                                              VALUE            VALUE              VALUE            VALUE    
                                       ---------------   ---------------    --------------    --------------
                                                (in millions)                        (in millions)
<S>                                    <C>               <C>                <C>               <C>
Assets
- ------

Cash and cash equivalents              $       1,355.9   $       1,355.9    $        292.0    $        292.0
Investments in securities                      1,914.1           1,973.5           1,596.3           1,590.1
Finance receivables                           56,886.2          56,341.4          52,015.0          51,470.3
Other assets                                   1,062.7           1,062.7             895.2             895.2

Liabilities
- -----------

Debt payable within one year           $      43,128.3   $      43,128.3    $     39,077.6    $     39,077.6
Debt payable after one year                   36,038.8          37,274.4          31,362.8          30,282.6
Derivative Contracts:
   Foreign exchange
         instruments
      Contracts with unrealized
         gains                                   (25.4)            136.2             (28.3)            187.2
      Contracts with unrealized
         losses                                  (14.0)            (83.6)             (0.5)            (17.7)
   Interest rate instruments
      Contracts with unrealized
         gains                                    29.4             514.4              17.9             409.9
      Contracts with unrealized
         losses                                  (33.0)           (230.9)             27.1            (576.4)
</TABLE>

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

INVESTMENTS IN SECURITIES.  The estimated fair value of investments in
marketable equity and debt securities are estimated based on market prices.
Book value of investments in non-marketable equity securities approximate fair
value (See Note 2.).





                                   Continued

                                      28 
<PAGE>   30

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 14.  FINANCIAL INSTRUMENTS (continued)

FINANCE RECEIVABLES.  The fair value of substantially all receivables is
estimated by discounting future cash flows using an estimated discount rate
which reflects the current 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.

OTHER ASSETS.  Included in other assets is the retained interest in sold
receivables and related amounts.  These amounts are recorded at the present
value of estimated future cash flows discounted at rates commensurate with this
type of instrument, which approximates fair value.

DEBT PAYABLE WITHIN ONE YEAR.  The book value approximates fair value because
of the short maturity of these instruments.

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

Financial Instruments with Off-Balance-Sheet Risk

The following sections describe the various off-balance-sheet financial
instruments that Ford Credit and its subsidiaries held as of December 31, 1995
and 1994.  Also included is a brief discussion of the estimated 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 currency swap agreements to manage exposure to foreign
exchange rate fluctuations.  At December 31, 1995 and 1994, the total notional
amount of Ford Credit's foreign currency swaps outstanding was $2.2 billion and
$1.5 billion, respectively.  These exchange agreements hedge principal and
interest payments on debt that are denominated in foreign currencies.  The book
value of the foreign currency swap agreements represents the amount payable to
the counterparty since the last settlement date. The fair value of these
foreign exchange agreements was estimated using current market rates.

In the unlikely event that a counterparty fails to meet the terms of the
contract, Ford Credit's market risk is the fair value of the agreements.





                                   Continued

                                      29 
<PAGE>   31

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 14.  FINANCIAL INSTRUMENTS (continued)

INTEREST RATE INSTRUMENTS.  Ford Credit and certain of its subsidiaries have
entered into interest rate swap agreements to manage exposure to fluctuations
in interest rates.  The underlying notional amount on which Ford Credit has
interest rate swaps outstanding aggregated $54.6 billion at December 31, 1995
and $46.3 billion at December 31, 1994.

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.  The book value of the interest rate swap
agreements represents the differential receivable or payable with a swap
counterparty since the last settlement date.

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.  Unrealized gains and losses are netted for individual
counterparties.  In the unlikely event that a counterparty fails to meet the
terms of an interest rate instrument, Ford Credit's exposure is the fair value
of the contracts.

Concentrations of Credit Risk

Ford Credit controls its credit risk through credit standards, limits on
exposure and by monitoring the financial condition 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, Australia, and Mexico.





                                   Continued

                                      30 
<PAGE>   32

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 15. SEGMENTS INFORMATION

Total revenue and income before income taxes and assets identifiable with
United States and foreign operations were as follows:

<TABLE>
<CAPTION>
                                                                       1995           1994            1993   
                                                                 -------------   -------------   ------------
                                                                                 (in millions)
   <S>                                                           <C>             <C>             <C>
   Total revenue
       United States operations                                  $    12,056.2   $    9,624.1    $    7,694.8
       Foreign operations                                              1,053.9          765.2           643.6
                                                                 -------------   ------------    ------------
                 Total revenue                                   $    13,110.1   $   10,389.3    $    8,338.4
                                                                 =============   ============    ============

   Income before income taxes
       United States operations                                  $     1,634.0   $   1, 689.1    $    1,610.3
       Foreign operations                                                 55.9           77.5            66.4
       Equity in net income of affiliated
          companies                                                      255.4          232.5           198.3
                                                                 -------------   ------------    ------------
                 Total income before income taxes                $     1,945.3   $    1,999.1    $    1,875.0
                                                                 =============   =============   ============

   Assets at December 31
       United States operations                                  $    85,698.1   $   76,310.5    $   64,081.8
       Foreign operations                                              7,140.6        5,567.5         4,371.1
       Equity in net assets of affiliated
          companies                                                    1,728.0        1,346.5         1,201.9
                                                                 -------------   ------------    ------------
                 Total assets                                    $    94,566.7   $   83,224.5    $   69,654.8
                                                                 =============   ============    ============
</TABLE>





                                   Continued

                                      31 
<PAGE>   33

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 16. SELECTED QUARTERLY FINANCIAL DATA
(UNAUDITED)

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


<TABLE>
<CAPTION>
                          TOTAL           DEPRECIATION ON         INTEREST       PROVISION FOR       NET
                          REVENUE         OPERATING LEASES        EXPENSE        CREDIT LOSSES       INCOME 
                       -------------  ------------------------  -----------   ------------------  -----------
                                                        (in millions)
<S>                    <C>                  <C>                 <C>                <C>            <C>
1995
  First Quarter        $     3,058.9        $    1,184.5        $   1,156.6        $    77.3      $     287.9
  Second Quarter             3,254.2             1,255.9            1,245.1             79.2            341.2
  Third Quarter              3,330.6             1,303.8            1,222.2            132.9            357.4
  Fourth Quarter             3,466.4             1,296.7            1,333.3            148.5            408.7
                       -------------        ------------        -----------        ---------      -----------

       Full Year       $    13,110.1        $    5,040.9        $   4,957.2        $   437.9      $   1,395.2
                       =============        ============        ===========        =========      ===========

1994
  First Quarter        $     2,257.2        $      809.5        $     760.2        $    71.1      $     298.8
  Second Quarter             2,593.4               934.9              845.4             61.2            368.6
  Third Quarter              2,649.9             1,039.3              905.0             39.3            314.8
  Fourth Quarter             2,888.8             1,126.3            1,030.2             74.9            330.5
                       -------------        ------------        -----------        ---------      -----------

       Full Year       $    10,389.3        $    3,910.0        $   3,540.8        $   246.5      $   1,312.7
                       =============        ============        ===========        =========      ===========
</TABLE>





                                       32

<PAGE>   1
                                                          EXHIBIT 99.2



                  [FORD LOGO]



IMMEDIATE RELEASE

Contact:  Media Inquiries:    Broadcast Media:     Stockholder Inquiries:
          Christian Vinyard   Lin Cummins          (313) 845-8540
          (313) 322-9600      (313) 322-9600

                 FORD REPORTS 1995 EARNINGS OF $4.1 BILLION

     DEARBORN, Mich., Jan. 31 -- A strong first half performance in
automotive operations, combined with record results in financial
services, contributed to making 1995 the fourth best year on record
for Ford Motor Company.

     Full-year earnings for Ford were $4.1 billion after tax, or
$3.58 per share ($3.33 fully diluted) of common and Class B stock
in 1995, compared with a record $5.3 billion and $4.97 per share in
1994 ($4.44 fully diluted).

     "We had a good first half in 1995," said Alex Trotman,
chairman and chief executive officer.  "Second half automotive
results were impacted by lower U.S. production volume and an
unprecedented number of major product launches, including the all-
new Ford Taurus, Mercury Sable, Ford F-Series pickup and the new
Ford Fiesta and Ford Galaxy minivan in Europe."

     "Truck sales are hot, but the retail car market is tough,"
Trotman continued. "For the first time in history, our dealers sold
more trucks than cars in the U.S. in 1995."

     Trotman added, "The new Ford Taurus and Mercury Sable and the
Ford Fiesta in Europe are outstanding products, and we're pleased
they're receiving favorable customer responses in highly
competitive car markets."
<PAGE>   2

                                -2-

SUMMARY OF 1995 AND COMPARISON WITH 1994

OVERVIEW
- --------

- -   Total earnings were $4.1 billion, down 22 percent from
    1994's record $5.3 billion.
- -   Earnings per share were $3.58 ($3.33 fully diluted),
    compared with $4.97 per share ($4.44 fully diluted).
- -   Worldwide sales and revenues were $137.1 billion, compared
    with $128.4 billion.

AUTOMOTIVE
- ----------

- -   Net income from worldwide automotive operations was $2
    billion, down from $3.9 billion in 1994.  After-tax return
    on sales was 1.9 percent, compared with 3.7 percent.
- -   Net income from U.S. automotive operations was $1.8
    billion, compared with $3 billion.  After-tax return on
    sales was 2.5 percent, compared with 4.1 percent.
- -   Automotive operations outside the U.S. earned $213
    million, compared with $911 million in 1994.  After-tax
    return on sales in 1995 was 0.7 percent, compared with 2.8
    percent.
- -   Worldwide vehicle unit sales were 6,606,000, compared with
    6,853,000 in 1994.
- -   Combined car and truck share in the U.S. was 25.6 percent,
    compared with 25.2 percent.
- -   Combined car and truck share in Europe was 12.3 percent,
    compared with 12.2 percent.

FINANCIAL SERVICES GROUP
- ------------------------

- -   The Financial Services Group earned $2.1 billion net
    income, compared with $1.4 billion in 1994, which included
    a $440 million charge for the sale of First Nationwide
    Bank.
- -   Ford Credit earned $1.4 billion, compared with $1.3
    billion.
- -   The Associates earned $708 million, compared with $604
    million.
- -   USL Capital earned $135 million, compared with $109
    million.

BALANCE SHEET
- -------------

- -   Stockholders' equity at year-end was $24.5 billion,
    compared with $21.7 billion.
- -   Automotive cash and marketable securities was $12.4
    billion, compared with $12.1 billion.
- -   Automotive debt was $7.3 billion, equal to a year ago.
- -   Capital spending was $9 billion, compared with $8.5
    billion.
<PAGE>   3

                                   -3-

     "Once again, our world-class Financial Services Group turned
in record results, and we expect further growth in 1996," Trotman
noted.

FORD OUTLOOK FOR 1996

     "We're building the strength of our company year by year,"
Trotman said.  "We look for gradual improvement in profitability
during 1996, providing that our major markets show the moderate
economic growth throughout the year that we expect."

     Trotman added, "Our highest-volume product launches will be
largely behind us in the second half.  And we should begin to see
meaningful results from our concentrated efforts to reduce costs
and improve efficiency throughout our automotive business."

AUTOMOTIVE OPERATIONS

     Ford's full-year net income from worldwide automotive
operations was $2 billion, a decline of $1.9 billion from 1994,
which was the second highest year on record.

     In the U.S., Ford's automotive operations earned $1.8 billion
for the full year, declining $1.2 billion compared with 1994.
Outside the U.S., automotive operations earned $213 million,
including a one-time gain of $230 million from the dissolution of
Autolatina, compared with $911 million in 1994.  Ford's European
automotive operations earned $116 million, compared with $128
million for 1994.

     "Ford is in the middle of an historic transition," Trotman
said.  "We are introducing new models that cover about 35 percent
of our sales volume in North America and Europe.  We knew these
product changeovers would reduce near-term earnings.  But once
fully launched, these new cars and trucks will strengthen an
already successful product line."

     Trotman noted that the ability to carry out an ambitious
launch program in both North America and Europe demonstrates the
strength of Ford as a company.

     "We are able to bring these excellent new products to market
while adding to cash reserves, strengthening our balance sheet, and
maintaining the most attractive dividend yield in the industry," he
said.  "The best time to make major changes is during periods of
strength.  Ford is a strong company and is also well along to
becoming an even stronger global competitor in the coming years."
<PAGE>   4

                              -4-

     Trotman also said that Ford increased its overall market shares in both
North America and Europe in 1995.

     "We're very pleased our market shares are up," he said.
"Customers determine our market share one purchase at a time, and
more and more of them recognize the value that our cars and trucks
represent.  Since the early 1980's, Ford has gained more market
share in the U.S. than any other manufacturer."

FINANCIAL SERVICES

     Ford's Financial Services Group earned a record $2.1 billion
in 1995, up from the $1.4 billion earned in 1994, which included a
one-time charge of $440 million for the sale of First Nationwide
Bank.

     Each of the major businesses in the Group set a full-year
earnings record.

     Ford Credit earned $1.4 billion in 1995, up 6 percent from the
$1.3 billion earned a year earlier.

     The Associates Corporation of North America earned $708
million in 1995, up 17 percent from the $604 million profit in
1994.

     USL Capital earned $135 million in 1995, up $26 million, or 24
percent, from 1994.

OTHER 1995 HIGHLIGHTS

- -   Overall market shares were up in major markets around the
    world.
- -   In the U.S., Ford's total vehicle market share grew to
    25.6 percent, up four-tenths of a point, the biggest gain
    in the industry.  Truck share reached 31.9 percent.
- -   In North America, Ford ended 1995 with three of the top
    four best-selling cars and trucks -- F-Series, Explorer
    and Taurus -- and five of the top ten, including Ranger
    and Escort.
- -   F-Series was the top selling vehicle for the 14th
    consecutive year.  Taurus was the top selling car in the
    U.S. for the fourth consecutive year.
- -   Hertz earned a record $105 million, up 14 percent from
    last year.
- -   In Europe, Ford's 1995 market share grew to 12.3 percent,
    the highest in 11 years. Truck share -- 14.8 percent --
    was a record.  Ford was the only manufacturer with three
    of the top ten best-sellers in Europe in 1995 -- Escort,
    Fiesta and Mondeo.
<PAGE>   5

                                -5-

- -   In Germany, Ford's car market share rose to 11.4 percent,
    up 1.2 percent and the highest since 1984.

FOURTH-QUARTER RESULTS

     Ford earned $660 million or $0.49 per share ($0.48 fully
diluted) of common and Class B stock in the fourth quarter of 1995.
This compares with $1.6 billion or $1.47 per share ($1.31 fully
diluted) in the fourth quarter of 1994.

     U.S. automotive operations earned $168 million, compared with
$745 million in 1994.  Outside the U.S., automotive operations
incurred a loss of $152 million, compared with a profit of $374
million in 1994.  The decline in automotive operations from 1994
stemmed mainly from a decrease in North American volumes, costs
associated with new products launched in North America and Europe,
adverse operating results in Brazil and Mexico, and the effects of
currency exchange rates.

     For the Financial Services Group, fourth-quarter earnings were
a record $644 million, compared with $450 million earned in the
fourth quarter of 1994, partially reflecting a lower tax rate in
1995.  Ford Credit's earnings were $409 million, an increase from
the $331 million profit in the prior period. The Associates'
earnings grew to $181 million from the $159 million earned in the
prior period.  USL's earnings of $48 million were up from the $34
million earned in the prior period.



                            # # #

Jan. 31, 1996
<PAGE>   6


<TABLE>
<CAPTION>
                                              Ford Motor Company and Subsidiaries

                                                         HIGHLIGHTS
                                                         ----------

                                              Fourth Quarter                  Full Year
                                          -----------------------          ----------------------
                                           1995             1994           1995              1994
                                          ------           ------           ---              ---            
<S>                                      <C>              <C>           <C>                <C>
Worldwide vehicle unit sales of
 cars and trucks (in thousands)
- - United States                              955            1,051          3,993              4,218
- - Outside United States                      635              656          2,613              2,635
                                           -----            -----          -----              -----           

    Total                                  1,590            1,707          6,606              6,853
                                           =====            =====          =====              =====

Sales and revenues (in millions)
- - Automotive                             $27,597          $27,766       $110,496           $107,137
- - Financial Services                       6,950            5,877         26,641             21,302
                                         -------          -------       --------            -------          
    Total                                $34,547          $33,643       $137,137           $128,439
                                         =======          =======       ========           ========

Net income (in millions)
- - Automotive                             $    16          $ 1,119         $2,056           $  3,913
- - Financial Services                         644              450          2,083              1,395*
                                         -------          -------         ------           --------           
   Total                                 $   660          $ 1,569         $4,139           $  5,308
                                         =======          =======         ======           ========

Capital expenditures (in millions)
- - Automotive                             $ 2,472          $ 2,404         $8,676           $  8,310
- - Financial Services                          98               65            321                236
                                         -------          -------         ------           --------           
    Total                                $ 2,570          $ 2,469         $8,997           $  8,546
                                         =======          =======         ======           ========

Stockholders' equity at December 31
- - Total (in millions)                    $24,547          $21,659        $24,547           $ 21,659
- - After-tax return on Common and
   Class B stockholders' equity             10.9%            34.5%          18.2%              33.6%

Automotive cash, cash equivalents,
 and marketable securities at
 December 31 (in millions)               $12,406          $12,083        $12,406           $ 12,083

Automotive debt at December 31
 (in millions)                           $ 7,307          $ 7,258         $7,307           $  7,258

Automotive after-tax returns on sales        0.1%             4.1%           1.9%               3.7%
Shares of Common and Class B Stock
 (in millions)
- - Average number outstanding               1,136            1,020          1,071              1,010
- - Number outstanding at December 31        1,159            1,023          1,159              1,023

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

Income                                   $  0.49          $  1.47         $ 3.58           $   4.97
Income/(Loss) assuming full dilution
- - Automotive                             $ (0.06)         $  0.93         $ 1.59           $   3.25
- - Financial Services                        0.54             0.38           1.74               1.19
                                         -------          -------         ------           --------           
   Total                                 $  0.48          $  1.31         $ 3.33           $   4.44
                                         =======          =======         ======           ========

Cash dividends                           $  0.35          $  0.26         $ 1.23           $   0.91

</TABLE>
- - - - - -
*Includes a loss of $440 million related to the disposition of
 Granite Savings Bank (formerly First Nationwide Bank)

Segment results for 1994 have been adjusted to reflect
reclassification of certain tax amounts to conform with
the 1995 presentation.

                           FS-1
<PAGE>   7

                            Ford Motor Company and Subsidiaries

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

                     For the Periods Ended December 31, 1995 and 1994
                                     (in thousands)



<TABLE>
<CAPTION>
                                  Fourth Quarter                Full Year
                               --------------------        ------------------
                               1995            1994        1995          1994
                               -----          -----        -----        -----
<S>                            <C>            <C>          <C>          <C>
NORTH AMERICA
United States
  Cars                           434            530        1,767        2,036
  Trucks                         521            521        2,226        2,182
                               -----          -----        -----        -----
   Total United States           955          1,051        3,993        4,218

Canada                            76             75          254          281
Mexico                            11             27           32           92
                               -----          -----        -----        -----

   Total North America         1,042          1,153        4,279        4,591

EUROPE
Britain                          125            109          496          520
Germany                           84            104          409          386
Italy                             54             39          193          179
France                            41             45          165          180
Spain                             31             41          160          163
Other countries                   74             71          286          281
                               -----          -----        -----        -----

   Total Europe                  409            409        1,709        1,709

OTHER INTERNATIONAL
Brazil                            48             43          201          164
Australia                         32             38          139          125
Taiwan                            16             21          106           97
Japan                             13             13           57           50
Argentina                         14             13           48           54
Other countries                   16             17           67           63
                               -----          -----        -----        -----
   Total other international     139            145          618          553
                               -----          -----        -----        -----

TOTAL WORLDWIDE VEHICLE
 UNIT SALES                    1,590          1,707        6,606        6,853
                               =====          =====        =====        =====

</TABLE>



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

Fourth Quarter and Full Year 1994 unit sales have been restated to reflect the
country where sold and to include sales of all Ford-badged units.  Previously,
factory unit sales were reported in North America on a "where sold" basis and
overseas on a "where produced" basis.  Also, Ford-badged unit sales of certain
unconsolidated subsidiaries (primarily Autolatina -- Brazil and Argentina) were
not previously reported.


                                   FS-2
<PAGE>   8
                      Ford Motor Company and Subsidiaries

                       CONSOLIDATED STATEMENT OF INCOME
                       --------------------------------
             For the Years Ended December 31, 1995, 1994, and 1993
                    (in millions, except amounts per share)
                                       
<TABLE>
<CAPTION>
                                                       1995           1994           1993
                                                      --------      --------       -------
<S>                                                   <C>           <C>            <C>
AUTOMOTIVE
Sales                                                 $110,496      $107,137       $91,568

COSTS AND EXPENSES
Costs of sales                                         101,171        95,887        85,280
Selling, administrative, and other expenses              6,044         5,424         4,856
                                                      --------      --------       -------
 Total costs and expenses                              107,215       101,311        90,136

OPERATING INCOME                                         3,281         5,826         1,432

Interest income                                            800           665           563
Interest expense                                           622           721           807
                                                      --------      --------       -------
 Net interest income/(expense)                             178           (56)         (244)
Equity in net (loss)/income of affiliated companies       (154)          271           127
Net expense from transactions with Financial Services     (139)          (44)          (24)
                                                      --------      --------       -------

INCOME BEFORE INCOME TAXES - AUTOMOTIVE                  3,166         5,997         1,291

FINANCIAL SERVICES
REVENUES                                                26,641        21,302        16,953

COSTS AND EXPENSES
Interest expense                                         9,424         7,023         6,482
Depreciation                                             6,500         4,910         3,064
Operating and other expenses                             5,499         4,607         3,196
Provision for credit and insurance losses                1,818         1,539         1,523
Loss on disposition of Granite Savings Bank (formerly
 First Nationwide Bank)                                      -           475             -
                                                       -------      --------      --------
  Total costs and expenses                              23,241        18,554        14,265
Net revenue from transactions with Automotive              139            44            24
                                                       -------      --------      --------

INCOME BEFORE INCOME TAXES - FINANCIAL SERVICES          3,539         2,792         2,712
                                                       -------      --------      --------

TOTAL COMPANY
INCOME BEFORE INCOME TAXES                               6,705         8,789         4,003

Provision for income taxes                               2,379         3,329         1,350
                                                       -------      --------      --------

INCOME BEFORE MINORITY INTERESTS                         4,326         5,460         2,653

Minority interests in net income of subsidiaries           187           152           124
                                                      --------      --------      --------

NET INCOME                                            $  4,139      $  5,308      $  2,529
                                                      ========      ========      ========

Income attributable to Common and Class B Stock
 after preferred stock dividends                      $  3,839      $  5,021      $  2,241

Average number of shares of Common and Class B Stock
 outstanding                                             1,071         1,010           986

AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK

INCOME                                                $   3.58      $   4.97      $   2.27
                             
INCOME ASSUMING FULL DILUTION                         $   3.33      $   4.44      $   2.10
                             
CASH DIVIDENDS                                        $   1.23      $   0.91      $   0.80

</TABLE>
                                     FS-3
<PAGE>   9

                             Ford Motor Company and Subsidiaries

                                 CONSOLIDATED BALANCE SHEET
                                 --------------------------
                                       (in millions)
<TABLE>
<CAPTION>
                                                                DECEMBER 31,     DECEMBER 31,
                                                                   1995             1994
                                                              -------------     -------------
<S>                                                            <C>               <C>
ASSETS
AUTOMOTIVE
Cash and cash equivalents                                       $  5,750         $  4,481
Marketable securities                                              6,656            7,602
                                                                --------         --------
   Total cash, cash equivalents, and marketable securities        12,406           12,083

Receivables                                                        3,321            2,548
Inventories                                                        7,162            6,487
Deferred income taxes                                              2,709            3,062
Other current assets                                               1,483            2,006
Net current receivable from Financial Services                       200              677
                                                                --------         --------
   Total current assets                                           27,281           26,863

Equity in net assets of affiliated companies                       2,248            3,554
Net property                                                      31,273           27,048
Deferred income taxes                                              4,802            4,414
Other assets                                                       7,168            6,760
                                                                --------         --------
   Total Automotive assets                                        72,772           68,639

FINANCIAL SERVICES
Cash and cash equivalents                                          2,690            1,739
Investments in securities                                          4,553            6,105
Net receivables and lease investments                            149,694          130,356
Other assets                                                      13,574           12,783
                                                                --------         --------
   Total Financial Services assets                               170,511          150,983
                                                                --------         --------

   TOTAL ASSETS                                                 $243,283         $219,622
                                                                ========         ========

LIABILITIES AND STOCKHOLDERS' EQUITY
AUTOMOTIVE
Trade payables                                                  $ 11,260         $ 10,777
Other payables                                                     1,976            2,280
Accrued liabilities                                               13,392           11,943
Income taxes payable                                                 316              316
Debt payable within one year                                       1,832              155
                                                                --------         --------
   Total current liabilities                                      28,776           25,471

Long-term debt                                                     5,475            7,103
Other liabilities                                                 25,677           24,920
Deferred income taxes                                              1,186            1,216
                                                                --------         --------
   Total Automotive liabilities                                   61,114           58,710

FINANCIAL SERVICES
Payables                                                           5,476            2,361
Debt                                                             141,317          123,713
Deferred income taxes                                              3,831            2,958
Other liabilities and deferred income                              6,116            7,669
Net payable to Automotive                                            200              677
                                                                --------         --------
   Total Financial Services liabilities                          156,940          137,378

Company-obligated mandatorily redeemable preferred
 securities of a subsidiary trust (aggregate principal
 amount of $632 million)                                             682                -
Preferred stockholders' equity in a subsidiary company                 -            1,875

STOCKHOLDERS' EQUITY
Capital stock
 Preferred Stock, par value $1.00 per share (aggregate
  liquidation preference of $1 billion and $3.4 billion)               *                *
 Common Stock, par value $1.00 per share (1,089 and 952
  million shares issued)                                           1,089              952
 Class B Stock, par value $1.00 per share (71 million shares
  issued)                                                             71               71
Capital in excess of par value of stock                            5,105            5,273
Foreign currency translation adjustments and other                   594              189
Earnings retained for use in business                             17,688           15,174
                                                               ---------         --------
   Total stockholders' equity                                     24,547           21,659
                                                               ---------         --------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $243,283         $219,622
                                                               =========         ========
- - - - - -
*Less than $1 million
</TABLE>
                                           FS-4

<PAGE>   10

                     Ford Motor Company and Subsidiaries

                     CONSOLIDATED STATEMENT OF CASH FLOWS
                     ------------------------------------
                                      
            For the Years Ended December 31, 1995, 1994, and 1993
                                (in millions)

<TABLE>
<CAPTION>

                                                       1995                       1994                            1993
                                           ------------------------      ------------------------       -------------------------
                                                          Financial                     Financial                       Financial
                                           Automotive     Services       Automotive     Services        Automotive      Services
                                           ----------     ---------      ----------     ---------       ----------      ---------

<S>                                        <C>            <C>            <C>            <C>             <C>             <C>
CASH AND CASH EQUIVALENTS AT
 JANUARY 1                                  $ 4,481        $  1,739       $ 5,667       $  2,555        $  3,504        $  3,182

Cash flows from operating activities          8,849          12,322         7,542          9,087           6,862           7,145

Cash flows from investing activities
 Capital expenditures                        (8,676)           (321)       (8,310)          (236)         (6,714)           (100)
 Proceeds from sale and leaseback of
  fixed assets                                    0               -             0              -             884               -
 Acquisitions of other companies                  -               -             0           (485)              0            (336)
 Proceeds from sales of subsidiaries              -               -             0            715             173               0
 Acquisitions of receivables and lease                                          
  investments                                     -         (99,967)            -        (90,824)              -         (76,566)
 Collections of receivables and
  lease investments                               -          71,149             -         61,111               -          55,552
 Net acquisitions of daily rental vehicles        -          (1,459)            -           (924)              -               -
 Purchases of securities                        (51)         (6,274)         (412)       (10,688)       (100,493)        (13,741)
 Sales and maturities of securities             325           5,052           511          9,649         101,927          12,426
 Proceeds from sales of receivables               -           4,360             -          3,622               -           4,794
 Loans originated net of principal payments       -              (9)            -           (207)              -          (1,466)
 Net investing activity with Financial
  Services                                      (19)              -           355              -            (117)              -
 Other                                          558            (175)         (331)          (312)            (69)            389
                                            -------        --------       -------       --------        --------        --------
   Net cash used in investing activities     (7,863)        (27,644)       (8,187)       (28,579)         (4,409)        (19,048)

Cash flows from financing activities
 Cash dividends                              (1,559)              -        (1,205)             -          (1,086)              -
 Issuance of Common Stock                       601               -           715              -             394               -
 Changes in short-term debt                     413           5,884          (795)        10,314             (66)          6,065
 Proceeds from issuance of other debt           300          23,854           158         21,885             424          22,128
 Principal payments on other debt              (177)        (11,489)          (75)       (14,088)           (376)        (13,791)
 Net financing activity with Automotive           -              19             -           (355)              -             117
 Changes in customers' deposits, excluding
  interest credited                               -               -             -           (422)              -          (3,861)
 Receipts from annuity contracts                  -             283             -          1,124               -             821
 Net (redemption)/issuance of subsidiary
  company preferred stock                         -          (1,875)            -            417               -             375
 Other                                          121             102            31           (132)           (124)            (76)
                                            -------        --------       -------       --------        --------        --------
   Net cash (used in)/provided by financing
    activities                                 (301)         16,778        (1,171)        18,743            (834)         11,778

Effect of exchange rate changes on cash         107             (28)          397            166              17              25
Net transactions with Automotive/
 Financial Services                             477            (477)          233           (233)            527            (527)
                                            -------        --------       -------       --------        --------        --------

   Net increase/(decrease) in cash and
    cash equivalents                          1,269             951        (1,186)          (816)          2,163            (627)
                                            -------        --------       -------       --------        --------        --------

CASH AND CASH EQUIVALENTS AT DECEMBER 31    $ 5,750        $  2,690       $ 4,481       $  1,739        $  5,667        $  2,555
                                            =======        ========      ========       ========        ========        ========
</TABLE>

                                              FS-5
<PAGE>   11


                             Ford Motor Company and Subsidiaries

                       CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                       ----------------------------------------------

                    For the Years Ended December 31, 1995, 1994, and 1993
                                       (in millions)

<TABLE>
<CAPTION>
                                                       1995      1994        1993
                                                      -------   -------     -----
<S>                                                   <C>       <C>          <C>
CAPITAL STOCK
Common Stock
- ------------
Balance at beginning of year                          $   952   $   464      $454
Issued for Series A Preferred Stock conversion,
 employee benefit plans and other                         137        19        10
Stock split in form of a 100% stock dividend                -       469         -
                                                      -------   -------     -----
  Balance at end of year                                1,089       952       464

Class B Stock
- -------------
Balance at beginning of year                          $    71        35        35
Stock split in form of a 100% stock dividend                -        36         -
                                                      -------   -------     -----
  Balance at end of year                                   71        71        35

Series A Preferred Stock                                    *         *         *

Series B Preferred Stock                                    *         *         *

CAPITAL IN EXCESS OF PAR VALUE OF STOCK
Balance at beginning of year                            5,273     5,082     4,698
Exchange of Series B Preferred Stock                     (632)        -         -
Issued for Series A Preferred Stock conversion,
 employee benefit plans and other                         464       696       384
Stock split in form of a 100% stock dividend                -      (505)        -
                                                      -------   -------     -----

  Balance at end of year                                5,105     5,273     5,082

FOREIGN CURRENCY TRANSLATION ADJUSTMENTS
 AND OTHER
Balance at beginning of year                              189    (1,078)      (62)
Translation adjustments during year                       250       800      (508)
Minimum pension liability adjustment                     (108)      400      (400)
Other                                                     263        67      (108)
                                                      -------   -------   -------
  Balance at end of year                                  594       189    (1,078)

EARNINGS RETAINED FOR USE IN THE BUSINESS
Balance at beginning of year                           15,174    11,071     9,628
Net income                                              4,139     5,308     2,529
Cash dividends                                         (1,559)   (1,205)   (1,086)
Fair value adjustment from exchange
 of Series B Preferred Stock                              (66)        -         -
                                                      -------   -------   -------
  Balance at end of year                               17,688    15,174    11,071
                                                      -------   -------   -------

Total stockholders' equity                            $24,547   $21,659   $15,574
                                                      =======   =======   =======
</TABLE>
<TABLE>
<CAPTION>


                                                                          SERIES A        SERIES B
                                                    COMMON    CLASS B     PREFERRED       PREFERRED
                                                    STOCK      STOCK         STOCK           STOCK
                                                   ------     -------     ---------       ---------
<S>                                                <C>        <C>         <C>             <C>
SHARES OF CAPITAL STOCK
Issued at December 31, 1992                        454        35          0.046           0.023

Additions
  1993                                              10         0              0               0
  1994 - Stock split in form of a
          100% stock dividend                      469        36              -               -
       - Employee benefit plans and other           19         -              -               -
  1995 - Conversion of Series A Preferred
          Stock                                    115         -         (0.035)              -
       - Employee benefit plans and other           22         -              -               -
       - Exchange of Series B Preferred Stock        -         -              -          (0.013)
                                                 -----      ----         ------          ------
    Net additions                                  635        36         (0.035)         (0.013)
                                                 -----      ----         ------          ------
Issued at December 31, 1995                      1,089        71          0.011           0.010
                                                 =====      ====         ======          ======

Authorized at December 31, 1995                  3,000       265             -- In total: 30 --
</TABLE>


- - - - - -
*The balances at the beginning and end of each period were less
 than $1 million
                                     FS-6


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