<PAGE> 1
Pursuant To Rule 424(b)(5)
Registration No. 33-64263
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 18, 1996
$1,000,000,000
FORD MOTOR CREDIT COMPANY
6.550% NOTES DUE SEPTEMBER 10, 2002
------------------------
The Notes are offered for sale in the United States, Europe and Asia. See
"Underwriting".
Interest on the Notes is payable semiannually on March 10 and September 10
of each year, commencing March 10, 1998. The Notes will mature on September 10,
2002 and may not be redeemed by Ford Motor Credit Company ("Ford Credit") prior
to maturity unless certain events occur involving United States taxation. See
"Description of Notes -- Redemption".
The Notes will be represented by one or more Global Notes registered in the
name of the Depository's nominee. Beneficial interests in the Global Notes will
be shown on, and transfers thereof will be effected only through, records
maintained by the Depository and its participants, including the U.S.
Depositaries for Cedel and Euroclear. Except as described herein, Notes in
definitive form will not be issued. The Notes will trade in the Depository's
Same-Day Funds Settlement System until maturity, and secondary market trading
activity for the Notes will, therefore, settle in immediately available funds.
All payments of principal and interest will be made by Ford Credit in
immediately available funds. See "Description of Notes -- Global Clearance and
Settlement Procedures".
Application has been made to the Luxembourg Stock Exchange, to The Stock
Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") and to the Stock
Exchange of Singapore Limited (the "Singapore Stock Exchange" and together the
"Exchanges") for permission to deal in, and for listing of, the Notes on such
Exchanges. Dealings in the Notes on the Hong Kong Stock Exchange are expected to
commence on September 16, 1997.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) FORD CREDIT(1)(3)
----------------- ------------ -----------------
<S> <C> <C> <C>
Per Note............................................. 99.807% .350% 99.457%
Total................................................ $998,070,000 $3,500,000 $994,570,000
</TABLE>
- -------------------------
(1) Plus accrued interest, if any, from September 10, 1997 to date of delivery.
(2) Ford Credit has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, and to
pay to the Representatives up to $50,000 as reimbursement for all or a
portion of their expenses.
(3) Before deducting expenses payable by Ford Credit estimated to be $200,000.
------------------------
The Notes are offered severally by the Underwriters as specified herein,
subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part. It is expected that delivery of the Global Notes
will be made through the facilities of the Depository, Cedel and Euroclear on or
about September 10, 1997.
GOLDMAN, SACHS & CO. LEHMAN BROTHERS
ABN AMRO HOARE GOVETT BEAR, STEARNS INTERNATIONAL LIMITED
CHASE SECURITIES INC. CREDIT SUISSE FIRST BOSTON
MERRILL LYNCH & CO. J.P. MORGAN SECURITIES LTD.
MORGAN STANLEY DEAN WITTER SALOMON BROTHERS INC
BARCLAYS DE ZOETE WEDD LIMITED CITIC INDUSTRIAL BANK
DAIWA EUROPE LIMITED DEUTSCHE MORGAN GRENFELL
FIRST CHICAGO CAPITAL MARKETS, INC. FUJI INTERNATIONAL FINANCE PLC
HSBC MARKETS IBJ INTERNATIONAL PLC
NOMURA SECURITIES PARIBAS
SUMITOMO FINANCE INTERNATIONAL PLC TOKYO-MITSUBISHI INTERNATIONAL PLC
UBS SECURITIES
------------------------
The date of this Prospectus Supplement is September 3, 1997.
<PAGE> 2
THE HONG KONG STOCK EXCHANGE AND THE LUXEMBOURG STOCK EXCHANGE TAKE NO
RESPONSIBILITY FOR THE CONTENTS OF THIS DOCUMENT, MAKE NO REPRESENTATION AS TO
ITS ACCURACY OR COMPLETENESS AND EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR
ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE
CONTENTS OF THIS DOCUMENT AND THE PROSPECTUS.
THE SINGAPORE STOCK EXCHANGE ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS
OF ANY OF THE STATEMENTS OR OPINIONS MADE OR REPORTS CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS. ADMISSION TO THE OFFICIAL
LIST IS NOT TO BE TAKEN AS AN INDICATION OF THE MERITS OF THE ISSUER OR OF THE
NOTES.
THIS PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS INCLUDE PARTICULARS
GIVEN IN COMPLIANCE WITH THE RULES GOVERNING THE LISTING OF SECURITIES ON THE
HONG KONG STOCK EXCHANGE, THE SECURITIES (STOCK EXCHANGE LISTING) RULES 1989
(CAP. 333 SUB.LEG.C) OF HONG KONG AND REQUIREMENTS OF THE SINGAPORE STOCK
EXCHANGE FOR THE PURPOSE OF GIVING INFORMATION WITH REGARD TO FORD CREDIT. FORD
CREDIT ACCEPTS FULL RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION CONTAINED
IN THIS PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS AND CONFIRMS, HAVING
MADE ALL REASONABLE ENQUIRIES, THAT TO THE BEST OF ITS KNOWLEDGE AND BELIEF
THERE ARE NO OTHER FACTS THE OMISSION OF WHICH WOULD MAKE ANY STATEMENT HEREIN
MISLEADING IN ANY MATERIAL RESPECT.
OFFERS AND SALES OF THE NOTES ARE SUBJECT TO RESTRICTIONS IN RELATION TO
THE UNITED KINGDOM, HONG KONG AND SINGAPORE, DETAILS OF WHICH ARE SET OUT IN
"UNDERWRITING" BELOW. THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT AND
ACCOMPANYING PROSPECTUS AND THE OFFERING OF THE NOTES IN CERTAIN OTHER
JURISDICTIONS MAY ALSO BE RESTRICTED BY LAW.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH NOTES, AND
THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE OFFERING. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY, TO THE EXTENT
PERMITTED BY, AND IN ACCORDANCE WITH, APPLICABLE LAWS, OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE EXCHANGES OR OTHERWISE, SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus Supplement or the
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus Supplement and the
Prospectus do not constitute an offer to sell or the solicitation of an offer to
buy any securities other than the securities described in this Prospectus
Supplement or an offer to sell or the solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this Prospectus Supplement or the Prospectus nor any
sale made hereunder or thereunder shall, under any circumstances, create any
implication that the information contained herein or therein is correct as of
any time subsequent to the date of such information.
In this Prospectus Supplement and accompanying Prospectus, unless otherwise
specified or the context otherwise requires, references to "dollars", "$" and
"U.S.$" are to United States dollars.
S-2
<PAGE> 3
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Incorporation of Certain Documents By Reference............. S-3
Directors and Principal Executive Officers of Ford Credit... S-5
Use of Proceeds............................................. S-5
Capitalization of Ford Motor Credit Company and
Subsidiaries.............................................. S-6
Description of Notes........................................ S-7
Certain United States Tax Documentation Requirements........ S-11
United States Taxation of Non-United States Persons......... S-13
Information Concerning Ford Credit.......................... S-14
Ford Motor Credit Company and Consolidated Subsidiaries --
Selected Financial Data................................... S-15
Information Concerning Ford................................. S-17
Selected Financial Data and Other Data of Ford.............. S-18
Financial Review of Ford.................................... S-19
Industry Data and Market Share of Ford...................... S-23
Ratio of Earnings to Fixed Charges.......................... S-24
Underwriting................................................ S-25
General Information......................................... S-27
PROSPECTUS
Available Information....................................... 2
Incorporation of Certain Documents by Reference............. 2
Information Concerning Ford Credit.......................... 3
Information Concerning Ford................................. 3
Use of Proceeds............................................. 4
Description of Debt Securities.............................. 4
Plan of Distribution........................................ 9
Legal Opinions.............................................. 10
Experts..................................................... 10
</TABLE>
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Ford Credit's Annual Report on Form 10-K for the year ended December 31,
1996 (the "1996 10-K Report"), Ford Credit's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997 (the "First Quarter 10-Q Report") and June 30,
1997 (the "Second Quarter 10-Q Report"), and Ford Credit's Current Reports on
Form 8-K dated January 29, 1997, February 12, 1997, February 19, 1997, February
26, 1997, April 18, 1997, June 9, 1997 and July 16, 1997 are incorporated in
this Prospectus Supplement by reference. All documents filed by Ford Credit
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date of this Prospectus Supplement and prior to the termination
of the offering of the Notes shall be deemed to be incorporated by reference
into this Prospectus Supplement and to be a part hereof from the date of filing
such documents. Such reports include, and such documents may include,
information concerning Ford, as well as Ford Credit.
The financial statements which are incorporated in this Prospectus
Supplement and accompanying Prospectus by reference to the 1996 10-K Report have
been audited by Coopers & Lybrand L.L.P. ("Coopers & Lybrand"), 400 Renaissance
Center, Detroit, Michigan 48243, independent certified public accountants, to
the extent indicated in their report therein, and have been so incorporated in
reliance upon the report of that firm, given on their authority as experts in
accounting and auditing.
S-3
<PAGE> 4
Coopers & Lybrand have given and not withdrawn their written consent to the
issue of this Prospectus Supplement and the accompanying Prospectus with the
incorporation by reference herein of their report dated January 27, 1997 in the
1996 10-K Report on the audited financial statements of Ford Credit for the
financial year ended December 31, 1996 and their reports dated April 15, 1997
and July 14, 1997 in the First Quarter 10-Q Report and the Second Quarter 10-Q
Report on the unaudited financial statements of Ford Credit for the periods
ended March 31, 1997 and 1996 and June 30, 1997 and 1996 (which reports were not
prepared for inclusion herein), and the references to their name in the form and
context in which they are respectively included.
This Prospectus Supplement and accompanying Prospectus, together with the
documents incorporated by reference herein, will be available free of charge at
the office of Banque Internationale a Luxembourg S.A., 69, route d'Esch L-1470,
Luxembourg.
S-4
<PAGE> 5
DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF FORD CREDIT
M.E. Bannister,
Vice President
J.D. Bringard,
Vice President-General Counsel
J.P. Burkhard,
Vice President-Treasurer
J.G. Clissold,
Director and
Executive Vice President
K.J. Coates,
Director and
Executive Vice President
J.M. Devine,
Director
D.C. Flanigan,
Director and
Executive Vice President
E.B. Ford II,
Director, President
and Chief Operating Officer
R.A. Kniebes,
Vice President
M.S. Macdonald,
Director
J.T. Noone,
Vice President
M.R. O'Rear,
Vice President
W.D. Roberts,
Vice President
D.E. Ross,
Vice President
A.J. Salmon,
Vice President
G.C. Smith,
Director and
Executive Vice President
J.B. Smith III,
Vice President
R.C. VanLeeuwen,
Vice President
J.M. Walsh,
Vice President
G.E. Watts,
Vice President
K. Whipple,
Director and
Chairman of the Board
All of the above-named persons are full-time employees of Ford Motor Company
("Ford") or Ford Credit.
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be added to the general
funds of Ford Credit and will be available for the purchase of receivables, for
loans and for the payment of maturing debt. Such proceeds initially may be used
to reduce short-term borrowings or may be invested temporarily in short-term
securities. Net proceeds to be paid to Ford Credit will be U.S.$994,570,000.
S-5
<PAGE> 6
CAPITALIZATION OF FORD MOTOR CREDIT COMPANY
AND SUBSIDIARIES
The capitalization of Ford Credit and its subsidiaries at June 30, 1997 and
the additional long-term indebtedness represented by (i) estimated additional
long-term indebtedness placed from July 1, 1997 through July 31, 1997 and (ii)
the Notes offered hereby, are as follows (in millions of U.S. dollars):
<TABLE>
<CAPTION>
OUTSTANDING ADDITIONAL
JUNE 30, LONG-TERM
1997 INDEBTEDNESS
----------- ------------
<S> <C> <C>
SENIOR INDEBTEDNESS, UNSECURED
Short-term
Commercial paper.................................. $ 38,477.4
Other short-term debt............................. 4,970.5
----------
Total short-term debt........................ 43,447.9
Long-term debt payable within one year................. 10,952.3
Long-term notes and debentures......................... 45,925.4
Estimated additional long-term indebtedness placed from July
1, 1997 through July 31, 1997............................. -- $ 318.3
Notes offered hereby........................................ 1,000
----------
Total debt................................... 100,325.6
----------
STOCKHOLDER'S EQUITY
Capital stock, par value $100 a share (250,000 shares
authorized, issued, and outstanding).................. 25.0
Paid-in surplus (contributions by stockholder)......... 3,719.5
Note receivable from affiliated company................ (1,517.0)
Unrealized gain on marketable equity securities, net of
taxes................................................. 65.6
Foreign currency translation adjustments............... (117.5)
Earnings retained for use in the business.............. 7,432.5
----------
Total stockholder's equity................... 9,608.1
----------
TOTAL CAPITALIZATION........................................ $109,933.7
==========
</TABLE>
Except as set forth herein, there has been no material change in the
capitalization of Ford Credit since June 30, 1997 to the date of this Prospectus
Supplement.
S-6
<PAGE> 7
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of Debt Securities set forth in
the Prospectus. The Notes are part of the Debt Securities registered by Ford
Credit in January 1996 to be issued on terms to be determined at the time of
sale. In addition to the Notes offered hereby, Debt Securities in the aggregate
principal amount of $3,250,000,000 previously have been sold.
GENERAL
The Notes will be limited to $1,000,000,000 aggregate principal amount. The
Notes will be unsecured obligations of Ford Credit and will mature and be
redeemed at par on September 10, 2002. The Notes will rank prior to all
subordinated indebtedness of Ford Motor Credit Company (parent company only) and
pari passu with all other unsecured and unsubordinated indebtedness of Ford
Motor Credit Company (parent company only).
The Notes will bear interest from September 10, 1997 at the rate per annum
set forth on the cover page of this Prospectus Supplement, payable on September
10 and March 10 of each year, commencing March 10, 1998, to the person in whose
name the Note was registered at the close of business on the 15th day preceding
the respective Interest Payment Date, subject to certain exceptions. The Notes
are not subject to redemption prior to maturity unless certain events occur
involving United States taxation. In such event, the Notes will be redeemed at a
redemption price of 100% of their principal amount plus accrued and unpaid
interest to the date of redemption. See "Description of Notes -- Redemption". If
any day on which a payment is due with respect to a Note is not a Business Day,
then the holder thereof shall not be entitled to payment of the amount due until
the next following Business Day nor to any additional principal, interest or
other payment as a result of such delay except as otherwise provided under
"Payment of Additional Amounts." "Business Day" shall mean any day which is not
a Saturday or Sunday or a day on which banks in New York City and Philadelphia
and any other place of payment are authorized or obligated by law or regulation
to close.
BOOK-ENTRY, DELIVERY AND FORM
The Notes will be issued in the form of one or more fully registered Global
Notes (the "Global Notes") which will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York (the "Depository") and registered
in the name of Cede & Co., the Depository's nominee. Beneficial interests in the
Global Notes will be represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct and indirect
participants in the Depository. Investors may elect to hold interests in the
Global Notes through either the Depository (in the United States) or Cedel Bank,
societe anonyme ("Cedel") or Morgan Guaranty Trust Company of New York, Brussels
Office, as operator of the Euroclear System ("Euroclear") (in Europe) if they
are participants of such systems, or indirectly through organizations which are
participants in such systems. Cedel and Euroclear will hold interests on behalf
of their participants through customers' securities accounts in Cedel's and
Euroclear's names on the books of their respective depositaries, which in turn
will hold such interests in customers' securities accounts in the depositaries'
names on the books of the Depository. Citibank, N.A. will act as depositary for
Cedel and The Chase Manhattan Bank, N.A. will act as depositary for Euroclear
(in such capacities, the "U.S. Depositaries"). Beneficial interests in the
Global Notes will be held in denominations of $1,000 and integral multiples
thereof. Except as set forth below, the Global Notes may be transferred, in
whole and not in part, only to another nominee of the Depository or to a
successor of the Depository or its nominee.
Cedel advises that it is incorporated under the laws of Luxembourg as a
professional depositary. Cedel holds securities for its participating
organizations ("Cedel Participants") and
S-7
<PAGE> 8
facilitates the clearance and settlement of securities transactions between
Cedel Participants through electronic book-entry changes in accounts of Cedel
Participants, thereby eliminating the need for physical movement of
certificates. Cedel provides to Cedel Participants, among other things, services
for safekeeping, administration, clearance and settlement of internationally
traded securities and securities lending and borrowing. Cedel interfaces with
domestic markets in several countries. As a professional depositary, Cedel is
subject to regulation by the Luxembourg Monetary Institute. Cedel Participants
are recognized financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations and may include the Underwriters. Indirect
access to Cedel is also available to others, such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
Cedel Participant either directly or indirectly.
Distributions with respect to the Notes held beneficially through Cedel
will be credited to cash accounts of Cedel Participants in accordance with its
rules and procedures, to the extent received by the U.S. Depositary for Cedel.
Euroclear advises that it was created in 1968 to hold securities for
participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Euroclear includes various other services, including
securities lending and borrowing and interfaces with domestic markets in several
countries. Euroclear is operated by the Brussels, Belgium office of Morgan
Guaranty Trust Company of New York (the "Euroclear Operator"), under contract
with Euro-clear Clearance Systems S.C., a Belgian cooperative corporation (the
"Cooperative"). All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not the Cooperative. The Cooperative establishes
policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants
include banks (including central banks), securities brokers and dealers and
other professional financial intermediaries and may include the Underwriters.
Indirect access to Euroclear is also available to other firms that clear through
or maintain a custodial relationship with a Euroclear Participant, either
directly or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants, and has no record of or relationship with persons
holding through Euroclear Participants.
Distributions with respect to Notes held beneficially through Euroclear
will be credited to the cash accounts of Euroclear Participants in accordance
with the Terms and Conditions, to the extent received by the U.S. Depositary for
Euroclear. In the event definitive Notes are issued, Ford Credit will appoint a
paying agent and transfer agent in Luxembourg, Hong Kong and Singapore.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
Initial settlement for the Notes will be made in immediately available
funds. Secondary market trading between DTC Participants will occur in the
ordinary way in accordance with Depository rules
S-8
<PAGE> 9
and will be settled in immediately available funds using the Depository's
Same-Day Funds Settlement System. Secondary market trading between Cedel
Participants and/or Euroclear Participants will occur in the ordinary way in
accordance with the applicable rules and operating procedures of Cedel and
Euroclear and will be settled using the procedures applicable to conventional
eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through the Depository on the one hand, and directly or indirectly through Cedel
or Euroclear Participants, on the other, will be effected in the Depository in
accordance with the Depository rules on behalf of the relevant European
international clearing system by its U.S. Depositary; however, such cross-market
transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in accordance
with its rules and procedures and within its established deadlines (European
time). The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to its U.S.
Depositary to take action to effect final settlement on its behalf by delivering
or receiving Notes in the Depository, and making or receiving payment in
accordance with normal procedures for same-day funds settlement applicable to
the Depository. Cedel Participants and Euroclear Participants may not deliver
instructions directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of Notes received in Cedel or
Euroclear as a result of a transaction with a DTC Participant will be made
during subsequent securities settlement processing and dated the business day
following the Depository settlement date. Such credits or any transactions in
such Notes settled during such processing will be reported to the relevant
Euroclear or Cedel Participants on such business day. Cash received in Cedel or
Euroclear as a result of sales of Notes by or through a Cedel Participant or a
Euroclear Participant to a DTC Participant will be received with value on the
Depository settlement date but will be available in the relevant Cedel or
Euroclear cash account only as of the business day following settlement in the
Depository.
Although the Depository, Cedel and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of Notes among participants of the
Depository, Cedel and Euroclear, they are under no obligation to perform or
continue to perform such procedures and such procedures may be discontinued at
any time.
PAYMENT OF ADDITIONAL AMOUNTS
Ford Credit will, subject to the exceptions and limitations set forth
below, pay as additional interest on the Notes, such additional amounts as are
necessary in order that the net payment by Ford Credit or a paying agent of the
principal of and interest on the Notes to a holder who is a non-United States
person (as defined below), after deduction for any present or future tax,
assessment or governmental charge of the United States or a political
subdivision or taxing authority thereof or therein, imposed by withholding with
respect to the payment, will not be less than the amount provided in the Notes
to be then due and payable; provided, however, that the foregoing obligation to
pay additional amounts shall not apply:
(1) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the holder, or a fiduciary, settlor,
beneficiary, member or shareholder of the holder if the holder is an
estate, trust, partnership or corporation, or a person holding a power over
an estate or trust administered by a fiduciary holder, being considered as:
(a) being or having been present or engaged in trade or business in
the United States or having or having had a permanent establishment in
the United States;
(b) having a current or former relationship with the United States,
including a relationship as a citizen or resident thereof;
(c) being or having been a foreign or domestic personal holding
company, a passive foreign investment company or a controlled foreign
corporation with respect to the United
S-9
<PAGE> 10
States or a corporation that has accumulated earnings to avoid United
States federal income tax; or
(d) being or having been a "10-percent shareholder" of Ford Credit
as defined in section 871(h)(3) of the United States Internal Revenue
Code or any successor provision;
(2) to any holder that is not the sole beneficial owner of the Note,
or a portion thereof, or that is a fiduciary or partnership, but only to
the extent that a beneficiary or settlor with respect to the fiduciary, a
beneficial owner or member of the partnership would not have been entitled
to the payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or distributive
share of the payment;
(3) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the holder or any other person
to comply with certification, identification or information reporting
requirements concerning the nationality, residence, identity or connection
with the United States of the holder or beneficial owner of such Note, if
compliance is required by statute, by regulation of the United States
Treasury Department or by an applicable income tax treaty to which the
United States is a party as a precondition to exemption from such tax,
assessment or other governmental charge;
(4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by Ford Credit or a paying agent from the
payment;
(5) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or administrative
or judicial interpretation that becomes effective more than 15 days after
the payment becomes due or is duly provided for, whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer, wealth
or personal property tax or a similar tax, assessment or governmental
charge;
(7) to any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of or interest
on any Note, if such payment can be made without such withholding by any
other paying agent; or
(8) in the case of any combination of items (1), (2), (3), (4), (5),
(6) and (7).
The Notes are subject in all cases to any tax, fiscal or other law or regulation
or administrative or judicial interpretation applicable thereto. Except as
specifically provided under this heading "Payment of Additional Amounts" and
under the heading "Description of Notes -- Redemption", Ford Credit shall not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.
As used under this heading "Payment of Additional Amounts" and under the
headings "Description of Notes -- Redemption", "Certain United States Tax
Documentation Requirements" and "United States Taxation of Non-United States
Persons" the term "United States" means the United States of America (including
the States and the District of Columbia) and its territories, its possessions
and other areas subject to its jurisdiction, "United States person" means any
individual who is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any estate or trust the income of which is subject to United
States federal income taxation regardless of its source and "non-United States
person" means a person who is not a United States person.
REDEMPTION
If (a) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority
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<PAGE> 11
thereof or therein), or any change in, or amendments to, official position
regarding the application or interpretation of such laws, regulations or
rulings, which change or amendment is announced or becomes effective on or after
the date of this Prospectus Supplement, Ford Credit becomes or will become
obligated to pay additional amounts as described herein under the heading
"Payment of Additional Amounts" or (b) any act is taken by a taxing authority of
the United States on or after the date of this Prospectus Supplement, whether or
not such act is taken with respect to Ford Credit or any affiliate, that results
in a substantial probability that Ford Credit will or may be required to pay
such additional amounts, then Ford Credit may, at its option, redeem, as a
whole, but not in part, the Notes on not less than 30 nor more than 60 days'
prior notice, at a redemption price equal to 100% of their principal amount,
together with interest accrued thereon to the date fixed for redemption;
provided that Ford Credit determines, in its business judgment, that the
obligation to pay such additional amounts cannot be avoided by the use of
reasonable measures available to it, not including substitution of the obligor
under the Notes. No redemption pursuant to (b) above may be made unless Ford
Credit shall have received an opinion of independent counsel to the effect that
an act taken by a taxing authority of the United States results in a substantial
probability that it will or may be required to pay the additional amounts
described herein under the heading "Payment of Additional Amounts" and Ford
Credit shall have delivered to the Trustee a certificate, signed by a duly
authorized officer, stating that based on such opinion Ford Credit is entitled
to redeem the Notes pursuant to their terms.
NOTICES
Notices to holders of the Notes will be published in Authorized Newspapers
in The City of New York, in London, and, so long as the Notes are listed on the
Luxembourg Stock Exchange, in Luxembourg, on the Hong Kong Stock Exchange, in
Hong Kong, and on the Singapore Stock Exchange, in Singapore. It is expected
that publication will be made in The City of New York in The Wall Street
Journal, in London in the Financial Times, in Luxembourg in the Luxemburger
Wort, in Hong Kong in the South China Morning Post, and in Singapore in the
Business Times. Any such notice shall be deemed to have been given on the date
of such publication or, if published more than once, on the date of the first
such publication.
APPLICABLE LAW AND SERVICE OF PROCESS
The Notes and the Indenture will be governed by and construed in accordance
with the laws of the State of New York. Ford Credit has designated CT
Corporation System in New York City as the authorized agent to receive service
of process in the State of New York.
CERTAIN UNITED STATES TAX DOCUMENTATION REQUIREMENTS
A beneficial owner of a Note will generally be subject to the 30% United
States federal withholding tax that generally applies to payments of interest on
a registered form debt obligation issued by a United States person, unless one
of the following steps is taken to obtain an exemption from or reduction of the
tax:
Exemption for Non-United States persons (IRS Form W-8). A beneficial owner
of a Note that is a non-United States person (other than certain persons that
are related to Ford Credit through stock ownership as described in clauses
(x)(a) and (b) of Paragraph (i) under "United States Taxation of Non-United
States Persons -- Income and Withholding Tax") can obtain an exemption from the
withholding tax by providing a properly completed IRS Form W-8 (Certificate of
Foreign Status). Copies of IRS Form W-8 may be obtained from the Luxembourg
listing agent.
Exemption for Non-United States persons with effectively connected income
(IRS Form 4224). A beneficial owner of a Note that is a non-United States
person, including a non-United States corporation or bank with a United States
branch, that conducts a trade or business in the United States with which
interest income on a Note is effectively connected, can obtain an exemption from
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<PAGE> 12
the withholding tax by providing a properly completed IRS Form 4224 (Exemption
from Withholding of Tax on Income Effectively Connected with the Conduct of a
Trade or Business in the United States).
Exemption or reduced rate for Non-United States persons entitled to the
benefits of a treaty (IRS Form 1001). A beneficial owner of a Note that is a
non-United States person entitled to the benefits of an income tax treaty to
which the United States is a party can obtain an exemption from or reduction of
the withholding tax (depending on the terms of the treaty) by providing a
properly completed IRS Form 1001 (Ownership, Exemption or Reduced Rate
Certificate).
Exemption for United States Persons (IRS Form W-9). A beneficial owner of a
Note that is a United States person can obtain a complete exemption from the
withholding tax by providing a properly completed IRS Form W-9 (Request for
Taxpayer Identification Number and Certification).
United States federal income tax reporting procedure. A beneficial owner of
a Note, or, in the case of IRS Forms 1001 and 4224, its agent, is required to
submit the appropriate IRS Form under applicable procedures to the person
through which the owner directly holds the Note. For example, if the beneficial
owner is listed directly on the books of Euroclear or Cedel as the holder of the
Note, the IRS Form must be provided to Euroclear or Cedel, as the case may be.
Each other person through which a Note is held must submit, on behalf of the
beneficial owner, the IRS Form (or in certain cases a copy thereof) under
applicable procedures to the person through which it holds the Note, until the
IRS Form is received by the United States person who would otherwise be required
to withhold United States federal income tax from interest on the Note. For
example, in the case of Notes held through Euroclear or Cedel, the IRS Form (or
a copy thereof) must be received by the U.S. Depositary of such clearing agency.
Applicable procedures include additional certification requirements, described
in clause (x)(c)(B) of Paragraph (i) under "United States Taxation of Non-United
States Persons -- Income and Withholding Tax", if a beneficial owner of the Note
provides an IRS Form W-8 to a securities clearing organization, bank or other
financial institution that holds the Note on its behalf.
EACH HOLDER OF A NOTE SHOULD BE AWARE THAT IF IT DOES NOT PROPERLY PROVIDE
THE REQUIRED IRS FORM, OR IF THE IRS FORM (OR, IF PERMISSIBLE, A COPY OF SUCH
FORM) IS NOT PROPERLY TRANSMITTED TO AND RECEIVED BY THE UNITED STATES PERSON
OTHERWISE REQUIRED TO WITHHOLD UNITED STATES FEDERAL INCOME TAX, INTEREST ON THE
NOTE MAY BE SUBJECT TO UNITED STATES WITHHOLDING TAX AT A 30% RATE AND THE
HOLDER (INCLUDING THE BENEFICIAL OWNER) WILL NOT BE ENTITLED TO ANY ADDITIONAL
AMOUNTS FROM FORD CREDIT DESCRIBED UNDER THE HEADING "DESCRIPTION OF NOTES --
PAYMENT OF ADDITIONAL AMOUNTS" WITH RESPECT TO SUCH TAX. SUCH TAX, HOWEVER, MAY
IN CERTAIN CIRCUMSTANCES BE ALLOWED AS A REFUND OR AS A CREDIT AGAINST SUCH
HOLDER'S UNITED STATES FEDERAL INCOME TAX. THE METHODS LISTED ABOVE FOR
OBTAINING AN EXEMPTION FROM OR REDUCTION OF THE WITHHOLDING TAX MAY CHANGE
PURSUANT TO PROPOSED UNITED STATES TREASURY REGULATIONS. INVESTORS SHOULD
CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE PROPOSED UNITED
STATES TREASURY REGULATIONS TO THEIR PARTICULAR SITUATIONS. THE FOREGOING DOES
NOT DEAL WITH ALL ASPECTS OF FEDERAL INCOME TAX WITHHOLDING THAT MAY BE RELEVANT
TO FOREIGN HOLDERS OF THE NOTES. INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX
ADVISORS FOR SPECIFIC ADVICE CONCERNING THE OWNERSHIP AND DISPOSITION OF NOTES.
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<PAGE> 13
UNITED STATES TAXATION OF NON-UNITED STATES PERSONS
INCOME AND WITHHOLDING TAX
In the opinion of Sullivan & Cromwell, special tax counsel to the Company,
and Shearman & Sterling, counsel for the Underwriters, under United States
federal tax law as of the date of this Prospectus Supplement, and subject to the
discussion of backup withholding below:
(i) payments of principal and interest on a Note that is beneficially
owned by a non-United States person will not be subject to United States
federal withholding tax; provided, that in the case of interest, (x) (a)
the beneficial owner does not actually or constructively own 10% or more of
the total combined voting power of all classes of stock of Ford Credit
entitled to vote, (b) the beneficial owner is not a controlled foreign
corporation that is related to Ford Credit through stock ownership, and (c)
either (A) the beneficial owner of the Note certifies to the person
otherwise required to withhold United States federal income tax from such
interest, under penalties of perjury, that it is not a United States person
and provides its name and address or (B) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "financial
institution") and holds the Note certifies to the person otherwise required
to withhold United States federal income tax from such interest, under
penalties of perjury, that such statement has been received from the
beneficial owner by it or by a financial institution between it and the
beneficial owner and furnishes the payor with a copy thereof; (y) the
beneficial owner is entitled to the benefits of an income tax treaty under
which the interest is exempt from United States federal withholding tax and
the beneficial owner of the Note or such owner's agent provides an IRS Form
1001 claiming the exemption; or (z) the beneficial owner conducts a trade
or business in the United States to which the interest is effectively
connected and the beneficial owner of the Note or such owner's agent
provides an IRS Form 4224; provided that in each such case, the relevant
certification or IRS Form is delivered pursuant to applicable procedures
and is properly transmitted to the person otherwise required to withhold
United States federal income tax, and none of the persons receiving the
relevant certification or IRS Form has actual knowledge that the
certification or any statement on the IRS Form is false;
(ii) a non-United States person will not be subject to United States
federal withholding tax on any gain realized on the sale, exchange or
redemption of a Note unless the gain is effectively connected with the
beneficial owner's trade or business in the United States or, in the case
of an individual, the holder is present in the United States for 183 days
or more in the taxable year in which the sale, exchange or redemption
occurs and certain other conditions are met; and
(iii) a Note owned by an individual who at the time of death is not a
citizen or resident of the United States will not be subject to United
States federal estate tax as a result of such individual's death if the
individual does not actually or constructively own 10% or more of the total
combined voting power of all classes of stock of Ford Credit entitled to
vote and the income on the Note would not have been effectively connected
with a U.S. trade or business of the individual.
Interest on a Note that is effectively connected with the conduct of a
trade or business in the United States by a holder of a Note who is a non-United
States person, although exempt from United States withholding tax, may be
subject to United States income tax as if such interest was earned by a United
States person.
BACKUP WITHHOLDING AND INFORMATION REPORTING
In general, information reporting requirements will apply to payments of
principal and interest made on a Note and the proceeds of the sale of a Note
within the United States to non-corporate holders of the Notes, and "backup
withholding" at a rate of 31% will apply to such payments if the
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<PAGE> 14
holder fails to provide an accurate taxpayer identification number in the manner
required or to report all interest and dividends required to be shown on its
federal income tax returns.
Information reporting on IRS Form 1099 and backup withholding will not
apply to payments made by Ford Credit or a paying agent to a non-United States
person on a Note if, in the case of interest, the IRS Form described in clause
(y) or (z) in Paragraph (i) under "Income and Withholding Tax" has been provided
under applicable procedures, or, in the case of interest or principal, the
certification described in clause (x)(c) in Paragraph (i) under "Income and
Withholding Tax" and a certification that the beneficial owner satisfies certain
other conditions have been supplied under applicable procedures, provided that
the payor does not have actual knowledge that the certifications are incorrect.
Payments of the proceeds from the sale of a Note made to or through a
foreign office of a broker will not be subject to information reporting or
backup withholding, except that if the broker is a United States person, a
controlled foreign corporation for United States tax purposes or a foreign
person 50% or more of whose gross income is effectively connected with a United
States trade or business for a specified three-year period, information
reporting may apply to such payments. Payments of the proceeds from the sale of
a Note to or through the United States office of a broker are subject to
information reporting and backup withholding unless the holder or beneficial
owner certifies that it is a non-United States person and that it satisfies
certain other conditions or otherwise establishes an exemption from information
reporting and backup withholding.
Backup withholding is not a separate tax, but is allowed as a refund or
credit against the holder's United States federal income tax, provided the
necessary information is furnished to the Internal Revenue Service.
Interest on a Note that is beneficially owned by a non-United States person
will be reported annually on IRS Form 1042S, which must be filed with the
Internal Revenue Service and furnished to such beneficial owner.
------------------------------
INFORMATION CONCERNING FORD CREDIT
Ford Credit was incorporated in Delaware in 1959 and is an indirect
wholly-owned subsidiary of Ford. As used herein "Ford Credit" refers to Ford
Motor Credit Company and its subsidiaries unless the context otherwise requires.
Ford Credit and its subsidiaries provide wholesale financing and capital
loans to Ford Motor Company retail dealerships and associated non-Ford
dealerships throughout the world, most of which are privately owned and
financed, and purchase retail installment sale contracts and retail leases from
them. Ford Credit also makes loans to vehicle leasing companies, the majority of
which are affiliated with such dealerships. In addition, subsidiaries of Ford
Credit provide these financing services in the United States, Europe, Canada and
Australia to non-Ford dealerships. A substantial majority of all new vehicles
financed by Ford Credit are manufactured by Ford and its affiliates. Ford Credit
also provides retail financing for used vehicles built by Ford and other
manufacturers. In addition to vehicle financing, Ford Credit makes loans to
affiliates of Ford and finances certain receivables of Ford and its
subsidiaries.
Ford Credit's insurance operations are conducted by The American Road
Insurance Company ("American Road") and its subsidiaries in the United States
and Canada and consist of extended service plan contracts for new and used
vehicles manufactured by affiliated and nonaffiliated companies, primarily
originating from Ford dealers, physical damage insurance covering vehicles and
equipment financed at wholesale by Ford Credit, and the reinsurance of credit
life and credit disability insurance for retail purchasers of vehicles and
equipment.
The mailing address of Ford Credit's executive offices is The American
Road, Dearborn, Michigan 48121, United States of America. The telephone number
of such offices is (313) 322-3000.
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<PAGE> 15
FORD MOTOR CREDIT COMPANY AND CONSOLIDATED SUBSIDIARIES
SELECTED FINANCIAL DATA
(DOLLAR AMOUNTS IN MILLIONS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
OR AT JUNE 30 YEARS ENDED OR AT DECEMBER 31
-------------------------- -----------------------------------------
1997 1996 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Total revenue........... $ 8,606.9 $ 8,087.5 $ 16,614.7 $ 14,997.2 $11,847.6
Interest expense........ 3,236.4 3,128.9 6,224.2 5,998.3 4,209.3
Provision for credit
losses............... 652.1 400.4 993.3 480.4 293.9
Income before income
taxes................ 962.1 1,134.7 2,240.2 2,327.8 2,335.5
Net income.............. 554.9 715.0 1,440.6 1,579.4 1,487.2
Cash dividends.......... (14.5) (324.5) (949.0) (816.3) (388.5)
Memo:
Net credit losses
amount............... $ 451.9 $ 322.7 $ 830.0 $ 485.9 $ 223.1
As percentage of average
net finance
receivables
outstanding
(annualized)*........ 0.80% 0.61% 0.78% 0.51% 0.27%
BALANCE SHEET DATA
Net investment,
operating leases..... $ 34,579.1 $ 28,402.1 $ 30,645.2 $ 25,680.2 $20,765.8
========== ========== ========== ========== =========
Finance receivables,
net.................. $ 78,914.5 $ 81,454.8 $ 80,848.0 $ 76,376.7 $69,262.8
========== ========== ========== ========== =========
Capital
Short-term debt...... $ 43,447.9 $ 42,873.6 $ 43,017.0 $ 42,200.1 $39,485.3
Long-term debt
(including current
portion)........... 56,877.7 53,052.5 55,007.3 49,980.2 41,502.8
Stockholder's
equity............. 9,608.1 8,985.6 9,203.7 8,670.7 7,735.9
---------- ---------- ---------- ---------- ---------
Total capital...... $109,933.7 $104,911.7 $107,230.0 $100,851.0 $88,724.0
========== ========== ========== ========== =========
</TABLE>
- ---------------
* Includes net investment in operating leases.
SECOND QUARTER 1997 RESULTS OF OPERATIONS
Ford Credit's consolidated net income in the second quarter of 1997 was
$279 million, down $97 million or 26% from 1996. Ford Credit's 1997 financial
results include a majority ownership (78%) of Ford Credit Europe plc ("Ford
Credit Europe") and results for 1996 have been restated to reflect this
ownership change. Compared with results from a year ago, the decrease primarily
reflects higher credit losses and loss reserve requirements, higher taxes, and
lower net margins. Higher levels of earning assets were a partial offset.
Credit losses as a percent of average net finance receivables including net
investment in operating leases increased to 0.76% in 1997 compared with 0.60% in
1996 reflecting an increase in repossession rates and higher losses per
repossession. The increased repossession ratio reflects an increased mix of used
vehicle financing and expanded purchase policies to generate financing volume.
The increase in loss per repossession reflects a weaker used vehicle market
resulting in Ford Credit realizing lower prices for repossessed units sold at
auction.
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<PAGE> 16
The deterioration in net financing margins reflects higher depreciation on
operating leases which resulted from higher residual losses on off-lease
vehicles and higher residual reserves. Improved yields and lower borrowing costs
(6.50% net borrowing rate in 1997 compared with 6.68% in 1996) were a partial
offset. Higher depreciation costs on leased vehicles are expected to continue to
depress Ford Credit's earnings in second half 1997.
Total net finance receivables and net investment in operating leases at
June 30, 1997 were $113.5 billion, up $3.6 billion or 3% from a year earlier.
During the second quarter of 1997, Ford Credit financed 37% of all new cars
and trucks sold by Ford Motor Company dealers in the U.S., compared with 41% in
the same period of 1996. In Europe, Ford Credit financed 29% of all new vehicles
sold by Ford Motor Company in the second quarter of 1997 compared with 28% in
the second quarter of 1996. Ford Credit provided retail customers with financing
for 676,000 new and used vehicles in the United States and 192,000 in Europe. In
the second quarter of 1997, Ford Credit provided wholesale financing for 79% of
Ford Motor Company U.S. factory sales and 95% of Ford Motor Company Europe
factory sales compared with 81% for the U.S. and 91% for Europe in second
quarter 1996.
FIRST HALF 1997 RESULTS OF OPERATIONS
For the first half of 1997, Ford Credit's consolidated net income was $555
million, down $160 million or 22% from the first half of 1996. The factors
affecting financing profits during the first half of 1997 were the same as those
affecting second quarter results discussed above.
During the first half of 1997, Ford Credit provided retail financing for
38% of all new cars and trucks sold by Ford Motor Company dealers in the United
States, compared with 40% in the same period a year ago. In Europe, Ford Credit
financed 27% of all new vehicles sold by Ford Motor Company in the first half of
1997, equal to the first half of last year. Ford Credit provided retail
financing for 1,308,000 new and used vehicles in the United States and 358,000
in Europe. In the first half of 1997, Ford Credit provided wholesale financing
for 78% of Ford Motor Company U.S. factory sales and 95% of Ford Motor Company
Europe factory sales compared with 79% for the U.S. and 90% for Europe in the
first half of 1996.
NEW ACCOUNTING STANDARD
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards Nos. 130 ("SFAS 130") and 131 ("SFAS 131"),
"Reporting Comprehensive Income" and "Disclosures about Segments of an
Enterprise and Related Information", respectively, both effective for fiscal
years beginning after December 15, 1997. Ford Credit will adopt these accounting
standards on January 1, 1998. The effect of the adoption of these accounting
standards on Ford Credit's consolidated financial statements is not expected to
be material.
LIQUIDITY AND CAPITAL RESOURCES
Ford Credit relies heavily on its ability to raise substantial amounts of
funds. These funds are obtained primarily by sales of commercial paper, the
issuance of term debt and, in the case of Ford Credit Europe, certificates of
deposit. Funds also are provided by retained earnings and sales of receivables.
The level of funds can be affected by certain transactions with Ford, such as
capital contributions, interest supplements and other support costs from Ford
for vehicles financed and leased by Ford Credit under Ford-sponsored special
financing and leasing programs, and dividend payments, and the timing of
payments for the financing of dealers' wholesale inventories and for income
taxes. Ford Credit's ability to obtain funds is affected by its debt ratings,
which are closely related to the outlook for, and financial condition of, Ford,
and the nature and availability of support facilities. For additional
information regarding liquidity and capital resources, see Item 1 -- Business --
"Business of Ford Credit -- Borrowings and Other Sources of Funds" in Ford
Credit's Annual Report on Form 10-K for the year ended December 31, 1996 (the
"1996 10-K Report") and see the
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<PAGE> 17
First Quarter 10-Q Report and the Second Quarter 10-Q Report. For additional
information regarding Ford Credit's association with Ford, see Item 1 --
Business -- "Certain Transactions with Ford and Affiliates" in the 1996 10-K
Report.
INFORMATION CONCERNING FORD
Ford was incorporated in Delaware in 1919 and acquired the business of a
Michigan company, also known as Ford Motor Company, incorporated in 1903 to
produce automobiles designed and engineered by Henry Ford. Ford is the world's
largest producer of trucks and the second largest producer of cars and trucks
combined. Ford also is one of the largest providers of financial services
worldwide.
Ford's two principal business segments are Automotive and Financial
Services. The activities of the Automotive segment consist of the design,
manufacture, assembly and sale of cars and trucks and related parts and
accessories. Substantially all of Ford's automotive products are marketed
through retail dealerships, most of which are privately owned and financed.
The primary activities of the Financial Services segment consist of
financing operations, vehicle and equipment leasing and rental operations, and
insurance operations. These activities primarily are conducted through the
following subsidiaries: Ford Credit, Associates First Capital Corporation ("The
Associates") and The Hertz Corporation ("Hertz").
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<PAGE> 18
SELECTED FINANCIAL DATA AND OTHER DATA OF FORD
The following table sets forth selected financial data and other data
concerning Ford:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
OR AT JUNE 30 YEARS ENDED OR AT DECEMBER 31
------------------- -----------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
(IN MILLIONS EXCEPT PER SHARE AND UNIT SALES AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME INFORMATION
Automotive
Sales...................................... $ 61,730 $ 60,059 $118,023 $110,496 $107,137 $ 91,568 $ 84,407
Operating income/(loss).................... 4,148 1,939 2,516 3,281 5,826 1,432 (1,775)
Income/(loss) before cumulative effects of
changes in accounting principles......... 2,739 1,250 1,655 2,056 3,913 1,008 (1,534)
Financial Services
Revenues................................... 14,737 14,139 28,968 26,641 21,302 16,953 15,725
Income before income taxes and cumulative
effects of changes in accounting
principles............................... 2,029 1,779 4,222 3,539 2,792 2,712 1,825
Income before cumulative effects of changes
in accounting principles................. 1,260 1,306 2,791 2,083 1,395 1,521 1,032
Total Ford
Income/(loss) before cumulative effects of
changes in accounting principles......... 3,999 2,556 4,446 4,139 5,308 2,529 (502)
Cumulative effects of changes in accounting
principles............................... -- -- -- -- -- -- (6,883)
Net income/(loss).......................... 3,999 2,556 4,446 4,139 5,308 2,529 (7,385)
Amounts Per Share of Common Stock and Class B
Stock After Preferred Stock Dividends*
Income/(loss) before cumulative effects of
changes in accounting principles......... 3.33 2.15 3.72 3.58 4.97 2.27 (0.73)
Cumulative effects of changes in accounting
principles............................... -- -- -- -- -- -- (7.08)
-------- -------- -------- -------- -------- --------- --------
Income/(loss) assuming no dilution......... 3.33 2.15 3.72 3.58 4.97 2.27 (7.81)
Income/(loss) assuming full dilution....... 3.25 2.10 3.64 3.33 4.44 2.10 (7.81)
Cash dividends............................. 0.805 0.70 1.47 1.23 0.91 0.80 0.80
CONSOLIDATED BALANCE SHEET INFORMATION
Automotive
Total assets............................... 83,328 77,866 79,658 72,772 68,639 61,737 57,170
Debt payable within one year............... 1,624 1,913 1,661 1,832 155 932 1,249
Long-term debt -- noncurrent portion....... 6,695 4,915 6,495 5,475 7,103 7,084 7,068
Financial Services
Total assets............................... 188,088 182,700 183,209 170,511 150,983 137,201 123,375
Debt....................................... 155,531 151,866 150,205 141,317 123,713 103,960 90,188
Deposit accounts**......................... -- -- -- -- -- 10,549 14,030
Total Ford
Total assets............................... 271,416 260,566 262,867 243,283 219,622 198,938 180,545
Debt (incl. deposit accounts).............. 163,850 158,694 158,361 148,624 130,971 122,525 112,535
Stockholders' equity***.................... 29,113 25,840 26,762 24,547 21,659 15,574 14,753
Cash dividends............................. 987 857 1,800 1,559 1,205 1,086 977
OTHER DATA
Total Ford
Capital expenditures....................... 3,751 3,768 8,651 8,997 8,546 6,814 5,790
Depreciation and amortization of special
tools.................................... 6,395 6,095 12,791 11,719 9,336 7,468 6,755
Worldwide vehicle unit sales of cars,
trucks and tractors (in thousands)....... 3,560 3,448 6,653 6,606 6,853 6,184 5,940
</TABLE>
- ------------
* Share data have been restated to reflect the 2-for-1 stock split that became
effective June 6, 1994.
** Deposit accounts relate to First Nationwide Financial Corporation (for
1992-1993).
*** The cumulative effects of changes in accounting principles reduced equity by
$6,883 million in 1992.
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<PAGE> 19
FINANCIAL REVIEW OF FORD
OVERVIEW
Ford's worldwide net income was $2,530 million in second quarter 1997, or
$2.06 per share of Common and Class B Stock (fully diluted), compared with
$1,903 million, or $1.56 per share (fully diluted) in second quarter 1996.
Ford's worldwide sales and revenues were $40.3 billion, up $1.3 billion from a
year ago. Vehicle unit sales of cars and trucks were 1,879,000, up 69,000 units.
Stockholders' equity was $29.1 billion at June 30, 1997, up $2.4 billion
compared with December 31, 1996. Results in second quarter and first half 1997
and 1996 included several one-time actions (see below).
Although second quarter results were a record for Ford, there are some
cautions for second half 1997. There is some risk that U.S. industry volumes
will soften, particularly if interest rates rise. In addition, the industry is
experiencing immense competitive pressure in North America and Europe, including
escalating marketing incentives and the prospect of many new competitive product
entries scheduled for the remainder of the year.
ONE-TIME ACTIONS
Net income in second quarter 1997 and 1996 and first half 1997 and 1996
included several one-time actions, as follows (in millions):
<TABLE>
<CAPTION>
SECOND QUARTER FIRST HALF
--------------- ---------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Automotive
- -- Restructuring actions.................................. $(169) $ (21) $(169) $ (49)
Financial Services
- -- Sale of Hertz common stock............................. 269 -- 269 --
- -- Sale of The Associates' common stock................... -- 650 -- 650
- -- Sale of USL Capital's assets........................... -- 19 -- 19
- -- Net write-down for Budget Rent a Car Corporation....... -- (437) -- (437)
----- ----- ----- -----
Total Financial Services................................ 269 232 269 232
----- ----- ----- -----
Total Ford........................................... $ 100 $ 211 $ 100 $ 183
===== ===== ===== =====
Per share............................................ $0.08 $0.17 $0.08 $0.15
</TABLE>
RESULTS OF OPERATIONS
Ford's net income for worldwide Automotive operations in second quarter
1997 and 1996 and first half 1997 and 1996 was as follows (in millions):
<TABLE>
<CAPTION>
SECOND QUARTER FIRST HALF
---------------- ----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
U.S. Automotive.......................................... $1,192 $ 697 $2,028 $ 745
Automotive Outside U.S.
- -- Europe................................................ 157 196 262 269
- -- South America......................................... 25 (69) (22) (129)
- -- Other................................................. 361 284 471 365
------ ------ ------ ------
Total Automotive Outside U.S........................... 543 411 711 505
------ ------ ------ ------
Total Automotive.................................... $1,735 $1,108 $2,739 $1,250
====== ====== ====== ======
</TABLE>
S-19
<PAGE> 20
Ford's net income for worldwide Financial Services operations in second
quarter 1997 and 1996 and first half 1997 and 1996 was as follows (in millions):
<TABLE>
<CAPTION>
SECOND QUARTER FIRST HALF
-------------- ----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Ford Credit................................................. $279 $376 $ 555 $ 715
The Associates.............................................. 245 200 483 392
USL Capital................................................. -- 41 -- 81
Hertz....................................................... 54 40 74 48
One-Time Actions............................................ 269 232 269 232
Minority Interests, Eliminations, and Other................. (52) (94) (121) (162)
---- ---- ------ ------
Total Financial Services............................... $795 $795 $1,260 $1,306
==== ==== ====== ======
Memo: Ford's share of earnings in
The Associates............................................ $197 $177 $ 389 $ 369
Hertz..................................................... 45 40 65 48
</TABLE>
SECOND QUARTER 1997 RESULTS OF OPERATIONS
Automotive Operations
Ford's worldwide Automotive operations earned $1,735 million in second
quarter 1997 on sales of $32.8 billion, compared with $1,108 million in second
quarter 1996 on sales of $31.8 billion. The increase in earnings was explained
primarily by improved results in the U.S.
Earnings for Automotive operations in the U.S. were up $495 million in
second quarter 1997 compared with a year ago. The increase reflected primarily
continuing cost and quality improvements, and improving product mix. A partial
offset was higher restructuring costs. U.S. Automotive after-tax return on sales
was 5.5% in second quarter 1997, up 2 points from a year ago.
The U.S. economy slowed somewhat in second quarter 1997, compared with a
strong first quarter. Interest rates and inflation remained at relatively low
levels. The seasonally-adjusted annual selling rate for the U.S. car and truck
industry was 14.8 million units in second quarter, down from 15.6 million units
in second quarter 1996. Ford expects car and truck industry sales in full-year
1997 to be slightly lower than 1996. Ford's combined U.S. car and truck share
was 25.6%, up 8/10 of a point from a year ago, reflecting strong acceptance of
new products, and up 4/10 of a point from full year 1996.
Lower earnings for Automotive operations in Europe reflected lower volume
and higher marketing and restructuring costs, offset partially by lower
operating costs. The European automotive industry continues to be extremely
competitive as a result of excess industry capacity; this trend is expected to
continue in second half 1997 and beyond.
The seasonally-adjusted annual selling rate for the European car and truck
industry was 14.6 million units in second quarter 1997, up from 14.3 million
units in second quarter 1996. Ford's combined European car and truck market
share was 11.6% in second quarter 1997, down 4/10 of a point from a year ago,
reflecting the highly competitive market, and down 2/10 of a point from full
year 1996. Ford expects car and truck industry sales in full-year 1997 to be
about equal to 1996.
Automotive operations in South America earned a profit in second quarter
1997, compared with a loss a year ago. The improvement reflected primarily
higher industry volumes and market share, lower material costs and favorable tax
adjustments, offset partially by price reductions in response to the highly
competitive market. For full year 1997, Ford still expects to incur a loss in
South America.
S-20
<PAGE> 21
Financial Services Operations
Earnings for Financial Services operations in second quarter 1997 were
equal to a year ago. Excluding one-time actions shown above, earnings were down
$37 million. The reduction reflects a decline in earnings at Ford Credit, and
the absence of earnings from USL Capital, substantially all of the assets of
which were sold last year.
For a discussion of Ford Credit's results of operations in second quarter
1997, see "Ford Motor Credit Company and Consolidated Subsidiaries -- Second
Quarter 1997 Results of Operations."
Record earnings at The Associates in second quarter 1997 reflected
primarily higher levels of earning assets, lower operating costs, and improved
net interest margins, offset partially by higher credit losses. Credit losses as
a percent of average net receivables were 2.45% in second quarter 1997, compared
with 1.95% in second quarter 1996. The Associates believes the higher levels of
credit losses may continue.
Record earnings at Hertz reflected strong rental demand and price
improvement in the domestic car rental market.
FIRST HALF 1997 RESULTS OF OPERATIONS
Ford earned $3,999 million, or $3.25 per share of Common and Class B Stock
(fully diluted), in first half 1997, compared with $2,556 million, or $2.10 per
share (fully diluted) in first half 1996. Results for first half 1997 and first
half 1996 included several one-time actions (see above). Ford's worldwide sales
and revenues were $76.5 billion, up $2.3 billion from a year ago. Vehicle unit
sales of cars and trucks were 3,560,000, up 112,000 units.
Automotive Operations
Ford's worldwide Automotive operations earned $2,739 million in first half
1997 on sales of $61.7 billion, compared with $1,250 million in first half 1996
on sales of $60.1 billion. The increase was explained primarily by improved
earnings in the U.S.
Earnings on Automotive operations in the U.S. were up $1,283 million in
first half 1997 compared with a year ago. The increase reflected primarily
higher margins from on-going cost and quality improvements, vehicle mix
improvements and higher volumes. A partial offset was higher restructuring
costs. U.S. Automotive after-tax return on sales was 5.1% in first half 1997, up
3.1 points from a year ago.
The seasonally-adjusted annual selling rate for the U.S. car and truck
industry was 15.3 million units in first half 1997, compared with 15.6 million
units in first half 1996. Ford's combined U.S. car and truck market share was
25.3%, equal to a year ago, and up 1/10 of a point from full year 1996.
Earnings on Automotive operations in Europe in first half 1997 were down $7
million from a year ago, reflecting primarily lower volumes and one-time
restructuring costs, offset largely by lower operating costs.
The seasonally-adjusted annual selling rate for the European car and truck
industry was 14.4 million units in first half 1997, up from 14.2 million units
in first half 1996. Ford's combined European car and truck market share was
11.5% in first half 1997, down 6/10 of a point from a year ago, reflecting the
highly competitive market, and down 3/10 of a point from full year 1996.
Lower losses in first half 1997 incurred by Automotive operations in South
America, compared to a year ago, reflected primarily higher volume and lower
material costs, offset partially by price reductions in response to the highly
competitive market.
S-21
<PAGE> 22
Financial Services Operations
Earnings for Financial Services operations were down $46 million in first
half 1997, compared with a year ago. Results in first half 1997 and first half
1996 included the one-time actions shown above; excluding these one-time
actions, earnings were down $83 million.
For a discussion of Ford Credit's results of operations in first half 1997,
see "Ford Motor Credit Company and Consolidated Subsidiaries -- First Half 1997
Results of Operations."
Higher earnings at The Associates and at Hertz in first half 1997, compared
with first half 1996, reflected primarily the same factors as those described in
the discussion of second quarter results of operations.
LIQUIDITY AND CAPITAL RESOURCES
Automotive Operations
Automotive cash and marketable securities were $18.2 billion at June 30,
1997, up $2.8 billion from December 31, 1996. The amount of cash and marketable
securities is expected to decline during third quarter 1997, reflecting normal
seasonal patterns. The company paid $987 million in cash dividends on its Common
Stock, Class B Stock and Preferred Stock during first half 1997.
Automotive capital expenditures were $3.5 billion in first half 1997, down
$83 million from the same period a year ago. For full year 1997, Ford's capital
spending is expected to be about the same as it was in 1996; however, as a
percentage of sales, spending is expected to be lower.
Automotive debt at June 30, 1997 totaled $8.3 billion, which was 22% of
total capitalization (stockholders' equity and Automotive debt), essentially
unchanged from year-end 1996.
At July 1, 1997, Ford had long-term contractually committed global credit
agreements under which $8.4 billion is available from various banks at least
through June 30, 2002. The entire $8.4 billion may be used, at Ford's option, by
any affiliate of Ford; however, any borrowing by an affiliate will be guaranteed
by Ford. Ford also has the ability to transfer on a nonguaranteed basis $8.1
billion of such credit lines in varying portions to Ford Credit and Ford Credit
Europe. In addition, at July 1, 1997, $510 million of contractually committed
credit facilities were available to various Automotive affiliates outside the
U.S. Approximately $60 million of these facilities were in use at July 1, 1997.
Financial Services Operations
Financial Services cash and investments in securities totaled $4.6 billion
at June 30, 1997, down $1.4 billion from December 31, 1996.
Net receivables and lease investments were $168.3 billion at June 30, 1997,
up $6.4 billion from December 31, 1996.
Total debt was $155.5 billion at June 30, 1997, up $5.3 billion from
December 31, 1996.
Outstanding commercial paper at June 30, 1997 totaled $38.5 billion at Ford
Credit, $19.3 billion at The Associates, and $2 billion at Hertz, with an
average remaining maturity of 35 days, 23 days, and 24 days, respectively.
At July 1, 1997, Financial Services had a total of $42.5 billion of
contractually committed support facilities (excluding the $8.1 billion available
under Ford's global credit agreements). Of these facilities, $24 billion are
contractually committed global credit agreements under which $19.3 billion and
$4.7 billion are available to Ford Credit and Ford Credit Europe, respectively,
from various banks; 61% and 77%, respectively, of such facilities are available
through June 30, 2002. The entire $19.3 billion may be used, at Ford Credit's
option, by any subsidiary of Ford Credit, and the entire $4.7 billion may be
used, at Ford Credit Europe's option, by any subsidiary of Ford Credit Europe.
S-22
<PAGE> 23
Any borrowings by such subsidiaries will be guaranteed by Ford Credit or Ford
Credit Europe, as the case may be. At July 1, 1997, $73 million of the Ford
Credit global facilities were in use and $627 million of the Ford Credit Europe
global facilities were in use. Other than the global credit agreements, the
remaining portion of the Financial Services support facilities at July 1, 1997
consisted of $16.4 billion of contractually committed support facilities
available to various affiliates in the U.S, and $2.1 billion of contractually
committed support facilities available to various affiliates outside the U.S.;
at July 1, 1997, approximately $1.3 billion of these facilities were in use.
Furthermore, banks provide $1.6 billion of liquidity facilities to support the
asset-backed commercial paper program of a Ford Credit sponsored special purpose
entity.
ACCOUNTING CHANGES
SFAS 130, "Reporting Comprehensive Income", was issued by the Financial
Accounting Standards Board in June 1997. This Statement requires that all items
that are required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. Ford will adopt SFAS 130
beginning January 1, 1998. The effect of adopting this standard is not expected
to be material.
SFAS 131, "Disclosures about Segments of an Enterprise and Related
Information", was issued by the Financial Accounting Standards Board in June
1997. This Statement establishes standards for reporting information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial reports
issued to stockholders. It also establishes standards for related disclosures
about products and services, geographic areas, and major customers. Ford will
adopt SFAS 131 beginning January 1, 1998. The effect of adopting this standard
is not expected to be material.
INDUSTRY DATA AND MARKET SHARE OF FORD
The following table shows the U.S. industry retail deliveries of cars and
trucks for the periods indicated:
<TABLE>
<CAPTION>
U.S. INDUSTRY RETAIL DELIVERIES
(MILLIONS OF UNITS)
----------------------------------------------------------------
SIX MONTHS
ENDED
JUNE 30* YEARS ENDED DECEMBER 31
-------------- --------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Cars..................................... 8.3 8.7 8.6 8.6 9.0 8.5 8.2
Trucks................................... 7.0 6.9 6.9 6.5 6.4 5.7 4.9
</TABLE>
- ------------
* Seasonally adjusted annual rates.
The following table shows Ford's U.S. car and truck market shares for the
periods indicated:
<TABLE>
<CAPTION>
FORD U.S. CAR AND TRUCK MARKET SHARES
----------------------------------------------------------------
SIX MONTHS
ENDED
JUNE 30 YEARS ENDED DECEMBER 31
-------------- --------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Cars................................... 19.9% 20.5% 20.6% 20.9% 21.8% 22.3% 21.8%
Trucks................................. 31.8 31.3 31.1 31.9 30.1 30.5 29.7
</TABLE>
For additional information regarding Ford, see the 1996 10-K Report, the
First Quarter 10-Q Report and the Second Quarter 10-Q Report.
S-23
<PAGE> 24
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of "earnings" to "fixed charges" for Ford Credit and Ford were as
follows for each of the periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS YEARS ENDED DECEMBER 31
ENDED --------------------------------------------
JUNE 30, 1997 1996 1995 1994 1993 1992
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ford Motor Credit Company................. 1.3 1.3 1.3 1.5 1.5 1.3
Ford Motor Company........................ 2.2 1.6 1.6 2.0 1.5 *
</TABLE>
- ------------
* Earnings were inadequate to cover fixed charges by $237 million.
For purposes of the Ford Credit ratio, "earnings" consist of income before
income taxes and cumulative effects of changes in accounting principles and
fixed charges. Income before income taxes and cumulative effects of changes in
accounting principles of Ford Credit includes the equity in net income of all
unconsolidated affiliates and minority interest in net income of subsidiaries.
"Fixed charges" consist of interest on borrowed funds, (there are no cumulative
dividend requirements on subsidiary preferred stock) amortization of debt
discount, premium, and issuance expense and one-third of all rental expense (the
proportion deemed representative of the interest factor).
For purposes of the Ford ratio, "earnings" include the income/(loss) before
income taxes and cumulative effects of changes in accounting principles of Ford
and its majority-owned subsidiaries and trusts, whether or not consolidated, its
proportionate share of any fifty-percent-owned companies, and any income
received from less-than-fifty-percent-owned companies and fixed charges. "Fixed
charges" consist of interest on borrowed funds, preferred stock dividend
requirements of majority-owned subsidiaries and trusts, amortization of debt
discount, premium, and issuance expense, and one-third of all rental expense
(the proportion deemed representative of the interest factor).
S-24
<PAGE> 25
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
dated February 21, 1997 and the Pricing Agreement dated September 3, 1997
relating to the Notes, Ford Credit has agreed to sell to each of the
underwriters named below (the "Underwriters") and each of the Underwriters, for
whom Goldman, Sachs & Co. are acting as representatives (the "Representatives"),
has severally agreed to purchase the principal amount of Notes set forth
opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
----------- ----------------
<S> <C>
Goldman, Sachs & Co. ..................................... US$387,500,000
Lehman Brothers International (Europe).................... 387,500,000
ABN AMRO Bank N.V. ....................................... 20,000,000
Bear, Stearns International Limited....................... 20,000,000
Chase Securities Inc. .................................... 20,000,000
Credit Suisse First Boston Corporation.................... 20,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated........ 20,000,000
J.P. Morgan Securities Ltd. .............................. 20,000,000
Morgan Stanley & Co. International Limited................ 20,000,000
Salomon Brothers Inc...................................... 20,000,000
Banque Paribas............................................ 5,000,000
Barclays de Zoete Wedd Limited............................ 5,000,000
CITIC Industrial Bank..................................... 5,000,000
Daiwa Europe Limited...................................... 5,000,000
Deutsche Bank AG London................................... 5,000,000
First Chicago Capital Markets, Inc. ...................... 5,000,000
Fuji International Finance PLC............................ 5,000,000
IBJ International plc..................................... 5,000,000
Midland Bank plc.......................................... 5,000,000
Nomura International plc.................................. 5,000,000
Sumitomo Finance International plc........................ 5,000,000
Tokyo-Mitsubishi International plc........................ 5,000,000
UBS Securities LLC........................................ 5,000,000
----------------
Total......................................... US$1,000,000,000
================
</TABLE>
In the event of default by one or more Underwriters, the Underwriting
Agreement provides that in certain circumstances other Underwriters may be
substituted or the commitment of each non-defaulting Underwriter may be
increased up to 10%. However, if the default involves more than one-eleventh of
the aggregate principal amount of the Notes, the Pricing Agreement relating to
the Notes may be terminated by Ford Credit or by 50% or more in interest of
non-defaulting Underwriters, or, if not so terminated, less than all the Notes
may be sold.
The Underwriters have advised Ford Credit that they propose initially to
offer all or part of the Notes directly to retail purchasers at the initial
public offering price set forth on the cover page of this Prospectus Supplement,
and to certain securities dealers at such price less a concession not in excess
of .25% of the principal amount of the Notes. After the Notes are released for
sale to the public, the offering price and other selling terms may from time to
time be varied by the Underwriters.
The Notes are offered for sale in the United States, Europe and Asia.
Each of the Underwriters has agreed that it will not offer, sell or deliver
any of the Notes, directly or indirectly, or distribute this Prospectus
Supplement or the accompanying Prospectus or any other offering material
relating to the Notes, in or from any jurisdiction except under circumstances
that will to the best knowledge and belief of such Underwriter result in
compliance with the applicable laws and regulations thereof and which will not
impose any obligations on Ford Credit except as set forth in the Underwriting
Agreement and the Pricing Agreement.
Each Underwriter has represented and agreed that (i) it has not offered or
sold, and will not offer or sell, in Hong Kong the Notes by means of any
document except to a person whose ordinary
S-25
<PAGE> 26
business is to buy or sell shares or debentures, whether as principal or agent,
or in circumstances which do not constitute an offer to the public within the
meaning of the Companies Ordinance (Cap. 32 of the Laws of Hong Kong), and (ii)
it has not issued, and will not issue, any invitation or advertisement relating
to the Notes in Hong Kong (except if permitted to do so under the securities
laws of Hong Kong) other than with respect to Notes which are intended to be
disposed of to persons outside Hong Kong or only to persons whose business
involves the acquisition, disposal or holding of securities whether as principal
or agent.
Each Underwriter acknowledges that this Prospectus Supplement and
accompanying Prospectus has not been registered with the Registrar of Companies
in Singapore and that the Notes are offered in Singapore pursuant to an
exemption invoked under section 106C of the Companies Act, Chapter 50 of
Singapore (the "Singapore Companies Act"). Accordingly, each Underwriter has
represented and agreed that the Notes may not be offered or sold, nor may this
Prospectus Supplement and accompanying Prospectus or any other offering document
or material relating to the Notes be circulated or distributed, directly or
indirectly, to the public or any member of the public in Singapore other than
(1) to an institutional investor or other body or person specified in section
106C of the Singapore Companies Act, or (2) to a sophisticated investor
specified in section 106D of the Singapore Companies Act, or (3) otherwise
pursuant to, and in accordance with the conditions of section 106E(2) of the
Singapore Companies Act or any other applicable exemption invoked under Division
5A of Part IV of the Singapore Companies Act.
Each of the Underwriters has agreed that it has not offered or sold, and it
will not offer or sell, directly or indirectly, any of the Notes in or to
residents of Japan or to any persons for reoffering or resale, directly or
indirectly, in Japan or to any resident of Japan except pursuant to an exemption
from the registration requirements of the Securities and Exchange Law available
thereunder and in compliance with the other relevant laws of Japan.
Each Underwriter has represented and agreed that (a) it has not offered or
sold, and, prior to the expiration of the period of six months from the closing
date for the issue of the Notes, will not offer or sell any Notes to persons in
the United Kingdom, except to those persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments (as principal
or agent) for the purpose of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in the
United Kingdom within the meaning of the Public Offers of Securities Regulations
1995, (b) it has complied and will comply with all applicable provisions of the
Financial Services Act 1986, with respect to anything done by it in relation to
the Notes in, from or otherwise involving the United Kingdom, and (c) it has
only issued or passed on and will only issue or pass on in the United Kingdom
any document received by it in connection with the issue of the Notes to a
person who is of a kind described in Article 11(3) of the Financial Services Act
1986 (Investment Advertisements) (Exemptions) Order 1996, as amended, or is a
person to whom the document may otherwise lawfully be issued or passed on.
Purchasers of the Notes may be required to pay stamp taxes and other
charges in accordance with the laws and practices of the country of purchase in
addition to the issue price set forth on the cover page hereof.
The Notes are a new issue of securities with no established trading market.
Ford Credit has been advised by the Underwriters that they intend to make a
market in the Notes, but they are not obligated to do so and may discontinue
such market-making at any time without notice. No assurance can be given as to
the liquidity of the trading market for the Notes.
In connection with the offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Notes. Specifically, the Underwriters may over-allot in connection with the
offering, creating a short position. In addition, the Underwriters may bid for,
and purchase, Notes in the open market to cover any short position or to
stabilize the price of the Notes. Any of these activities may stabilize or
maintain the market price of the Notes above independent market levels. The
Underwriters are not required to engage in these activities, and may end any of
these activities at any time.
S-26
<PAGE> 27
All secondary trading in the Notes will settle in immediately available
funds. See "Description of Notes--Global Clearance and Settlement Procedures".
It is expected that delivery of the Notes will be made against payment
therefor on or about September 10, 1997, which is the fifth business day
following the date hereof (such settlement cycle being herein referred to as
"T+5"). Purchasers of Notes should note that the ability to settle secondary
market trades of the Notes effected on the date of pricing and the next
succeeding business day may be affected by the T+5 settlement.
Ford Credit has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
GENERAL INFORMATION
Application has been made to list the Notes on the Luxembourg Stock
Exchange. In connection with the listing application, the Certificate of
Incorporation and the By-Laws of Ford Credit and a legal notice relating to the
issuance of the Notes have been deposited prior to listing with Greffier en Chef
du Tribunal d'Arrondissement de et a Luxembourg, where copies thereof may be
obtained upon request. Copies of the above documents together with this
Prospectus Supplement, the accompanying Prospectus, the Indenture and Ford
Credit's current Annual and Quarterly Reports, as well as all future Annual
Reports and Quarterly Reports, so long as any of the Notes are outstanding, will
be made available for inspection at the main office of Banque Internationale a
Luxembourg S.A. in Luxembourg. Banque Internationale a Luxembourg S.A. will act
as intermediary between the Luxembourg Stock Exchange and Ford Credit and the
holders of the Notes. In addition, copies of the Annual Reports and Quarterly
Reports of Ford Credit may be obtained free of charge at such office.
Application has also been made to list the Notes on the Hong Kong Stock
Exchange and the Singapore Stock Exchange. So long as any of the Notes remain
outstanding, copies of the Indenture, this Prospectus Supplement, the
accompanying Prospectus, and the Certificate of Incorporation and By-Laws of
Ford Credit will be available for inspection at the offices of The Chase
Manhattan Bank, N.A., World Trade Centre, 280 Gloucester Road, Causeway Bay,
Hong Kong and the offices of The Chase Manhattan Bank, N.A., Shell Tower, 50
Raffles Place, Singapore 048623. In addition, copies of all documents
incorporated in this document and the First Supplement by reference and copies
of all future annual reports and quarterly reports of Ford Credit may be
obtained, free of charge, at the offices of The Chase Manhattan Bank, N.A. in
Hong Kong and the offices of The Chase Manhattan Bank, N.A. in Singapore.
Other than as disclosed or contemplated herein or in the documents
incorporated herein by reference, there has been no material adverse change in
the financial position of Ford Credit since December 31, 1996.
Neither Ford Credit nor any of its subsidiaries is involved in litigation,
arbitration, or administrative proceedings relating to claims or amounts that
are material in the context of the issue of the Notes and Ford Credit is not
aware of any such litigation, arbitration, or administrative proceedings pending
or threatened.
Ford Credit accepts responsibility for the information contained in this
Prospectus Supplement and accompanying Prospectus.
Resolutions relating to the issue and sale of the Notes were adopted by the
Board of Directors of Ford Credit on March 14, 1997.
The Notes have been assigned Euroclear and Cedel Common Code No. 8012164,
International Security Identification Number (ISIN) US345397RS4-1 and CUSIP No.
345397RS4.
------------------------
S-27
<PAGE> 28
FORD MOTOR CREDIT COMPANY
DEBT SECURITIES
Ford Credit, in January 1996, registered with the Securities and Exchange
Commission $5,000,000,000 aggregate principal amount of its Debt Securities
consisting of notes and/or debentures denominated in United States dollars or
any other currency or currencies, to be offered from time to time in one or more
series, on terms to be determined at or prior to the time of sale. The
Prospectus Supplement accompanying this Prospectus sets forth, with respect to
the particular series of Debt Securities for which this Prospectus and the
Prospectus Supplement are being delivered, the specific title, the aggregate
principal amount, the authorized denominations, the currencies of issue and
payment, the initial public offering price, the maturity, the interest rate or
rates (which may be either fixed or variable), if any, and/or method of
determination thereof, the time of payment of any interest, any redemption,
extension or early repayment terms, any provision for sinking fund payments, the
net proceeds to Ford Credit, the form of Debt Securities and other specific
terms relating to such series of Debt Securities.
Ford Credit may sell the Debt Securities to or through underwriters, and
also may sell the Debt Securities directly to other purchasers or through
agents. See "Plan of Distribution". In addition, the Debt Securities may be sold
to dealers at the applicable price to the public set forth in the Prospectus
Supplement relating to a particular series of Debt Securities who later resell
to investors. Such dealers may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"). If any agents
of Ford Credit, or any underwriters, are involved in the sale of any Debt
Securities, the names of such agents or underwriters and any applicable
commissions or discounts are set forth in the accompanying Prospectus
Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 18, 1996
<PAGE> 29
AVAILABLE INFORMATION
FORD MOTOR CREDIT COMPANY ("FORD CREDIT") AND FORD MOTOR COMPANY ARE
SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934
AND IN ACCORDANCE THEREWITH FILE REPORTS AND OTHER INFORMATION WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"). AS USED HEREIN OR IN THE
PROSPECTUS SUPPLEMENT, "FORD" REFERS TO FORD MOTOR COMPANY AND ITS SUBSIDIARIES
UNLESS THE CONTEXT OTHERWISE REQUIRES. SUCH REPORTS AND OTHER INFORMATION CAN BE
INSPECTED AND COPIED AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE
COMMISSION AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549 AND AT THE
FOLLOWING REGIONAL OFFICES OF THE COMMISSION: 7 WORLD TRADE CENTER, 13TH FLOOR,
NEW YORK, NEW YORK 10048 AND NORTHWEST ATRIUM CENTER, 500 WEST MADISON STREET,
SUITE 1400, CHICAGO, ILLINOIS 60661. COPIES OF SUCH MATERIAL CAN BE OBTAINED
FROM THE PUBLIC REFERENCE SECTION OF THE COMMISSION AT 450 FIFTH STREET, N.W.,
WASHINGTON, D.C. 20549 AT PRESCRIBED RATES. SUCH REPORTS AND OTHER INFORMATION
CONCERNING FORD CREDIT AND FORD CAN ALSO BE INSPECTED AT THE OFFICES OF THE NEW
YORK STOCK EXCHANGE, INC., 20 BROAD STREET, NEW YORK, NEW YORK 10005, AND THE
AMERICAN STOCK EXCHANGE, INC., 86 TRINITY PLACE, NEW YORK, NEW YORK 10006, ON
WHICH CERTAIN OF FORD CREDIT'S DEBT SECURITIES ARE LISTED.
Ford Credit has filed with the Commission a Registration Statement under
the Securities Act with respect to the Debt Securities offered hereby. This
Prospectus and the Prospectus Supplement do not contain all the information set
forth in the Registration Statement and the exhibits and schedules thereto,
certain portions of which have been omitted pursuant to the rules and
regulations of the Commission. The information so omitted may be obtained from
the Commission's principal office in Washington, D.C. upon payment of the fees
prescribed by the Commission.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Ford Credit's Annual Report on Form 10-K for the year ended December 31,
1995 (the "1995 10-K Report"), Ford Credit's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1996 (the "First Quarter 10-Q Report") and June 30,
1996 (the "Second Quarter 10-Q Report") and Ford Credit's Current Reports on
Form 8-K dated January 5, 1996, January 24, 1996, February 6, 1996, April 17,
1996 and September 10, 1996 are incorporated in this Prospectus by reference.
All documents filed by Ford Credit pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this Prospectus and
prior to the termination of the offering of the Debt Securities shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the date of filing such documents. Such reports include, and such documents
may include, information concerning Ford, as well as Ford Credit.
FORD CREDIT UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT HAVE BEEN DELIVERED, ON
THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE
DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE
IN THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS. WRITTEN OR TELEPHONIC REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED
TO FORD MOTOR CREDIT COMPANY, THE AMERICAN ROAD, DEARBORN, MICHIGAN 48121,
ATTENTION: PUBLIC AFFAIRS DEPARTMENT (TELEPHONE 313-594-1096).
------------------------
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<PAGE> 30
INFORMATION CONCERNING FORD CREDIT
Ford Credit was incorporated in Delaware in 1959 and is a wholly-owned
indirect subsidiary of Ford. As used herein "Ford Credit" refers to Ford Motor
Credit Company and its subsidiaries unless the context otherwise requires.
Ford Credit provides wholesale financing and capital loans to franchised
Ford Motor Company vehicle dealers and other dealers associated with such
franchisees and purchases retail installment sale contracts and retail leases
from them. Ford Credit also makes loans to vehicle leasing companies, the
majority of which are affiliated with such dealers. In addition, a wholly-owned
subsidiary of Ford Credit provides these financing services in the U.S. and
Canada to other vehicle dealers. More than 84% of all new vehicles financed by
Ford Credit are manufactured by Ford or its affiliates. In addition to vehicle
financing, Ford Credit makes loans to affiliates of Ford and finances certain
receivables of Ford and its subsidiaries. Ford Credit's insurance operations,
conducted through its wholly-owned subsidiary, The American Road Insurance
Company and its subsidiaries, consist primarily of underwriting floor plan
insurance related to substantially all new vehicle inventories of dealers
financed at wholesale by Ford Credit in the United States and Canada, credit
life and disability insurance in connection with retail vehicle financing, and
insurance related to retail contracts sold by automobile dealers to cover
repairs.
The mailing address of Ford Credit's executive offices is The American
Road, Dearborn, Michigan 48121, United States of America. The telephone number
of such offices is (313) 322-3000.
INFORMATION CONCERNING FORD
Ford is the second-largest producer of cars and trucks in the world, and
ranks among the largest providers of financial services in the United States.
Ford's two principal business segments are Automotive and Financial
Services. The activities of the Automotive segment consist of the design,
manufacture, assembly and sale of cars and trucks and related parts and
accessories. The Financial Services segment is comprised of the following
subsidiaries, the activities of which include financing operations, vehicle and
equipment leasing and insurance operations: Ford FSG, Inc. ("FFSGI"), Ford
Holdings, Inc. ("Ford Holdings"), The Hertz Corporation and Granite Management
Corporation. FFSGI is a holding company that owns primarily Ford Credit, a
majority of Ford Credit Europe plc and a majority of Associates First Capital
Corporation. Ford Holdings is a holding company that owns primarily a portion of
FFSGI and all of USL Capital Corporation.
------------------------
THIS PROSPECTUS CONTAINS BRIEF SUMMARIES OF CERTAIN MORE DETAILED
INFORMATION CONTAINED IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE. SUCH
SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THE DETAILED INFORMATION CONTAINED
IN THE INCORPORATED DOCUMENTS.
------------------------
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<PAGE> 31
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net proceeds
from the sale of the Debt Securities will be added to the general funds of Ford
Credit and will be available for the purchase of receivables, for loans and for
use in connection with the retirement of debt. Such proceeds initially may be
used to reduce short-term borrowings (commercial paper, borrowings under bank
lines of credit and borrowings under agreements with bank trust departments) or
may be invested temporarily in short-term securities.
Ford Credit expects to issue additional long-term and short-term debt from
time to time. The nature and amount of Ford Credit's long-term and short-term
debt and the proportionate amount of each can be expected to vary from time to
time, as a result of business requirements, market conditions and other factors.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued in one or more series under an
Indenture dated as of August 1, 1994, as supplemented from time to time (the
"Indenture"), between Ford Credit and First Union National Bank as successor to
First Fidelity Bank, National Association ("First Union"), Trustee. The term
"Trustee", as used herein, shall mean First Union and, if at any time there is
more than one Trustee acting under the Indenture, the term "Trustee" as used
herein with respect to Indenture Securities (as defined below) of any particular
series shall mean the Trustee with respect to the Indenture Securities of such
series. The following statements with respect to the Debt Securities are subject
to the detailed provisions of the Indenture, the form of which is filed as an
exhibit to the Registration Statement. Parenthetical references below are to the
Indenture or the Form of Security contained therein and, whenever any particular
provision of the Indenture or any term used therein is referred to, such
provision or term is incorporated by reference as a part of the statement in
connection with which such reference is made, and the statement in connection
with which such reference is made is qualified in its entirety by such
reference.
The particular terms of each series of Debt Securities, as well as any
modification or addition to the general terms of the Debt Securities as herein
described, which may be applicable to a particular series of Debt Securities,
are described in the Prospectus Supplement relating to such series of Debt
Securities and will be set forth in a filing with the Commission. Accordingly,
for a description of the terms of a particular series of Debt Securities,
reference must be made to the Prospectus Supplement relating to such series and
to the description of Debt Securities set forth in this Prospectus.
GENERAL
The Debt Securities offered hereby will be limited to $5,000,000,000
aggregate principal amount or the equivalent thereof in any currency, although
the Indenture provides that additional debt securities may be issued thereunder
up to the aggregate principal amount, which is not limited by the Indenture,
authorized from time to time by Ford Credit's Board of Directors. So long as a
single Trustee is acting for the benefit of the holders of all the Debt
Securities offered hereby and any such additional debt securities issued under
the Indenture, the Debt Securities and any such additional debt securities are
herein collectively referred to as the "Indenture Securities". The Indenture
also provides that there may be more than one Trustee under the Indenture, each
with respect to one or more different series of Indenture Securities. See also
"Trustee" herein. At any time when two or more Trustees are acting, each with
respect to only certain series, the term "Indenture Securities" as used herein
shall mean the one or more series with respect to which each respective Trustee
is acting and the powers and trust obligations of each such Trustee as described
herein shall extend only to the one or more series of Indenture Securities for
which it is acting as Trustee. The effect of the provisions contemplating that
there might be more than one Trustee acting for different series of Indenture
Securities is that, in that event, those Indenture Securities (whether of one or
more than
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<PAGE> 32
one series) for which each Trustee is acting would be treated as if issued under
a separate indenture.
The Prospectus Supplement which accompanies this Prospectus sets forth a
description of the particular series of Debt Securities being offered thereby,
including (as applicable): (1) the designation or title of such Debt Securities;
(2) the aggregate principal amount of such Debt Securities; (3) the percentage
of their principal amount at which such Debt Securities will be offered; (4) the
date or dates on which the principal of such Debt Securities will be payable;
(5) the rate or rates (which may be either fixed or variable) and/or the method
of determination of such rate or rates at which such Debt Securities shall bear
interest, if any; (6) the date or dates from which any such interest shall
accrue, or the method of determination of such date or dates, and the date or
dates on which any such interest shall be payable; (7) the terms for redemption,
extension or early repayment of such Debt Securities, if any; (8) the
denominations in which such Debt Securities are authorized to be issued; (9) the
currencies or currency units in which such Debt Securities are issued or
payable; (10) the provisions for a sinking fund, if any; (11) any additional
restrictive covenants included for the benefit of the holders of such Debt
Securities; (12) any additional Event of Default with respect to such Debt
Securities; (13) whether such Debt Securities are issuable as a Global Security;
and (14) any other term or provision relating to such Debt Securities which is
not inconsistent with the provisions of the Indenture.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Federal income tax
consequences and special considerations applicable thereto will be described in
the Prospectus Supplement relating to any such series of Debt Securities.
The Debt Securities will be unsecured obligations of Ford Credit and will
rank prior to all subordinated indebtedness of Ford Motor Credit Company (parent
company only) and pari passu with all other unsecured and unsubordinated
indebtedness of Ford Motor Credit Company (parent company only).
Except as otherwise provided in the Prospectus Supplement, principal,
premium, if any, and interest, if any, will be payable at an office or agency to
be maintained by Ford Credit in New York City, except that at the option of Ford
Credit interest may be paid by check mailed to the person entitled thereto.
(Form of Security and Sections 10.01 and 10.02).
Except as otherwise provided in the Prospectus Supplement, the Debt
Securities will be issued only in fully registered form without coupons and may
be presented for registration of transfer or exchange at the corporate trust
office of the Trustee. No service charge will be made for any transfer or
exchange of the Debt Securities, but Ford Credit may require payment of a sum to
cover any tax or other governmental charge payable in connection therewith.
(Section 3.05).
BOOK-ENTRY, DELIVERY AND FORM
Unless otherwise specified in the applicable Prospectus Supplement, each
series of Debt Securities will be issued in the form of one or more fully
registered Global Notes (the "Global Notes") which will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York (the "Depository")
and registered in the name of Cede & Co., the Depository's nominee. Except as
set forth below, the Global Notes may be transferred, in whole and not in part,
only to another nominee of the Depository or to a successor of the Depository or
its nominee.
The Depository has advised as follows: It is a limited-purpose trust
company which holds securities for its participating organizations (the
"Participants") and facilitates the settlement among Participants of securities
transactions in such securities through electronic book-entry changes in its
Participants' accounts. Participants include securities brokers and dealers
(including certain of the underwriters or agents), banks and trust companies,
clearing corporations and certain other organizations. Access to the
Depository's system is also available to others such as banks,
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<PAGE> 33
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("indirect
participants"). Persons who are not Participants may beneficially own securities
held by the Depository only through Participants or indirect participants.
The Depository advises that its established procedures provide that (i)
upon issuance of the Debt Securities by Ford Credit the Depository will credit
the accounts of Participants designated by the underwriters or agents with the
principal amounts of the Debt Securities purchased by the underwriters or
through the agents, and (ii) ownership of interests in the Global Notes will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depository, the Participants and the indirect
participants. The laws of some states require that certain persons take physical
delivery in definitive form of securities which they own. Consequently, the
ability to transfer beneficial interests in the Global Notes is limited to such
extent.
So long as a nominee of the Depository is the registered owner of the
Global Notes, such nominee for all purposes will be considered the sole owner or
holder of such Debt Securities under the Indenture. Except as provided below or
in the Prospectus Supplement, owners of beneficial interests in the Global Notes
will not be entitled to have Debt Securities registered in their names, will not
receive or be entitled to receive physical delivery of Debt Securities in
definitive form, and will not be considered the owners or holders thereof under
the Indenture.
Neither Ford Credit, the Trustee, any Paying Agent nor the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Notes, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
Principal and interest payments on the Debt Securities registered in the
name of the Depository's nominee will be made by the Trustee to the Depository.
Under the terms of the Indenture, Ford Credit and the Trustee will treat the
persons in whose names the Debt Securities are registered as the owners of such
Debt Securities for the purpose of receiving payment of principal and interest
on the Debt Securities and for all other purposes whatsoever. Therefore, neither
Ford Credit, the Trustee nor any Paying Agent has any direct responsibility or
liability for the payment of principal or interest on the Debt Securities to
owners of beneficial interests in the Global Notes. The Depository has advised
Ford Credit and the Trustee that its present practice is to credit the accounts
of the Participants on the appropriate payment date in accordance with their
respective holdings in principal amount of beneficial interests in the Global
Notes as shown on the records of the Depository, unless the Depository has
reason to believe that it will not receive payment on such payment date.
Payments by Participants and indirect participants to owners of beneficial
interests in the Global Notes will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of the Participants or indirect participants.
If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by Ford Credit within 90
days, Ford Credit will issue Debt Securities in definitive form in exchange for
the Global Notes. In addition, Ford Credit may at any time determine not to have
a series of Debt Securities represented by Global Notes and, in such event, will
issue Debt Securities of such series in definitive form in exchange for the
Global Notes. In either instance, an owner of a beneficial interest in the
Global Notes will be entitled to have Debt Securities of such series equal in
principal amount to such beneficial interest registered in its name and will be
entitled to physical delivery of such Debt Securities in definitive form. Unless
otherwise specified in the Prospectus Supplement, Debt Securities so issued in
definitive form will be issued in denominations of $1,000 and integral multiples
thereof and will be issued in registered form only, without coupons.
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<PAGE> 34
SUBSIDIARIES
The term "subsidiary of the Company" is defined in the Indenture as a
corporation a majority of the outstanding voting stock of which is owned,
directly or indirectly, by Ford Credit or by one or more subsidiaries of Ford
Credit, or by Ford Credit and one or more subsidiaries of Ford Credit. The term
"Restricted Subsidiary" is defined in the Indenture as a subsidiary of the
Company, incorporated in or conducting the major part of its business in the
United States, any of the activities of which includes insurance underwriting or
which had, at the end of its last quarterly accounting period preceding the date
of computation, assets with a value in excess of $1 million representing
accounts or notes receivable resulting from the financing of new cars, trucks,
tractors and farm and industrial equipment manufactured or sold by Ford or from
the financing of used cars, trucks, tractors and farm and industrial equipment
of the same types, whether manufactured by Ford or others. (Section 1.01).
LIMITATION ON LIENS
If Ford Credit or any Restricted Subsidiary shall pledge or otherwise
subject to any lien (such a pledge or lien is defined in the Indenture as a
"Mortgage") any of its property or assets, Ford Credit will secure or cause such
Restricted Subsidiary to secure the Indenture Securities equally and ratably
with (or prior to) the indebtedness secured by such Mortgage. This restriction
does not apply to Mortgages securing such indebtedness which shall not exceed $5
million in the aggregate at any one time outstanding and does not apply to (a)
certain Mortgages created or incurred to secure financing of the export or
marketing of goods outside the United States, (b) Mortgages on accounts
receivable payable in foreign currencies securing indebtedness incurred and
payable outside the United States, (c) Mortgages in favor of Ford Credit or any
Restricted Subsidiary, (d) Mortgages in favor of governmental bodies to secure
progress, advance or other payments, or deposits with any governmental body
required in connection with the business of Ford Credit or a Restricted
Subsidiary, (e) deposits made in connection with pending litigation, (f)
Mortgages existing at the time of acquisition of the assets secured thereby
(including acquisition through merger or consolidation) and certain purchase
money Mortgages, and (g) any extension, renewal or replacement of any Mortgage
or Mortgages referred to in the foregoing clauses (a) through (f), inclusive.
(Section 10.04).
MERGER AND CONSOLIDATION
The Indenture provides that no consolidation or merger of Ford Credit with
or into any other corporation shall be permitted, and no sale or conveyance of
its property as an entirety, or substantially as an entirety, may be made to
another corporation, if, as a result thereof, any asset of Ford Credit or a
Restricted Subsidiary would become subject to a Mortgage, unless the Indenture
Securities shall be equally and ratably secured with (or prior to) the
indebtedness secured by such Mortgage, or unless such Mortgage could be created
pursuant to Section 10.04 (see "Limitation on Liens" above) without equally and
ratably securing the Indenture Securities. (Section 8.03).
EVENTS OF DEFAULT AND NOTICE THEREOF
Except as may otherwise be provided in an indenture supplemental to the
Indenture, the following events in respect of a particular series of Indenture
Securities are defined in the Indenture as "Events of Default": (a) failure to
pay interest for 30 days after becoming due; (b) failure to pay the principal or
premium, if any, for five business days after becoming due at maturity, on
redemption or otherwise; (c) failure to make a sinking fund payment for five
days after becoming due; (d) failure to perform any other covenants for 90 days
after notice; and (e) certain events of bankruptcy, insolvency or
reorganization. (Section 5.01).
If an Event of Default in respect of a particular series of Indenture
Securities outstanding occurs and is continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of
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<PAGE> 35
the Indenture Securities outstanding of such series may declare the principal
amount (or, if the Indenture Securities of such series are Original Issue
Discount Securities (as defined in the indenture), such portion of the principal
amount as may be specified in the terms of such series) of all of the Indenture
Securities of such series to be due and payable immediately. At any time after
such a declaration of acceleration in respect of a particular series of
Indenture Securities has been made, but before a judgment or decree for the
payment of money due upon acceleration has been obtained by the Trustee, the
holders of a majority in aggregate principal amount of the Indenture Securities
outstanding of such series may, under certain circumstances, waive all defaults
and rescind and annul such declaration and its consequences if all Events of
Default in respect of the Indenture Securities of such series, other than the
non-payment of principal due solely by such declaration of acceleration, have
been cured or waived as provided in the Indenture. (Section 5.02).
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default in respect of a particular series of Indenture
Securities, give the holders of such series notice of all uncured defaults known
to it (the term "default" to include the events specified above without grace
periods); provided that, except in the case of default in the payment of the
principal of, or premium, if any, on, or interest on any of the Indenture
Securities of such series, the Trustee shall be protected in withholding such
notice if it in good faith determines that the withholding of such notice is in
the interests of the holders of such series. (Section 6.01).
Pursuant to the terms of the Indenture, Ford Credit is required to furnish
to the Trustee annually a statement of certain officers of Ford Credit stating
whether or not to the best of their knowledge Ford Credit is in default in
respect of any series of Indenture Securities in the performance and observance
of the terms of the Indenture and, if Ford Credit is in default, specifying such
default and the nature thereof.
The Indenture provides that the holders of a majority in aggregate
principal amount of all Indenture Securities of a particular series then
outstanding will have the right to waive certain defaults in respect of such
series and, subject to certain limitations, to direct the time, method and place
of conducting any proceedings for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee. (Sections 5.12 and
5.13). No provision of the Indenture requires the Trustee to expend or risk its
own funds or otherwise incur any personal financial liability in the performance
of any of its duties thereunder, or in the exercise of any of its rights or
powers, if there are reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to the Trustee.
MODIFICATION OF THE INDENTURE
With certain exceptions, the Indenture, the rights and obligations of Ford
Credit and the rights of the holders of a particular series may be modified by
Ford Credit with the consent of the holders of not less than 66 2/3% in
aggregate principal amount of the Indenture Securities of such series then
outstanding; but no such modification may be made which would (i) extend the
fixed maturity of any Indenture Security of such series, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, without the consent of the holder of each Indenture Security of such
series so affected; or (ii) reduce the above-stated percentage of Indenture
Securities of such series, the consent of the holders of which is required to
modify or alter the Indenture, without the consent of the holders of all
Indenture Securities of such series then outstanding. (Section 9.02).
TRUSTEE
The Trustee may resign or be removed with respect to one or more series of
Indenture Securities and a successor Trustee may be appointed to act with
respect to such one or more series. (Section 6.08). In the event that there
shall be two or more persons acting as Trustee with respect to different series
of Indenture Securities, each such Trustee shall be a trustee of a trust or
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<PAGE> 36
trusts under the Indenture separate and apart from the trust or trusts
administered by any other such Trustee, and any action described herein to be
taken by the "Trustee" may then be taken by each such Trustee with respect to,
and only with respect to, the one or more series of Indenture Securities for
which it is acting as Trustee. (Section 6.09).
CONCERNING FIRST UNION
First Union, Trustee under the Indenture, is a depositary of Ford Credit,
has a committed credit facility available to Ford Credit and its subsidiaries
and has performed other services for Ford Credit in the normal course of its
business.
REPORTS
Ford Credit publishes annual reports, containing certified financial
statements, and quarterly reports, containing interim unaudited financial
statements. Copies of such reports will be available upon request.
PLAN OF DISTRIBUTION
Ford Credit may sell the Debt Securities to or through underwriters, and
also may sell the Debt Securities directly to one or more other purchasers or
through agents.
The Prospectus Supplement sets forth the terms of the offering of the
particular series of Debt Securities to which such Prospectus Supplement
relates, including (i) the name or names of any underwriters or agents with whom
Ford Credit has entered into arrangements with respect to the sale of such
series of Debt Securities, (ii) the initial public offering or purchase price of
such series of Debt Securities, (iii) any underwriting discounts, commissions
and other items constituting underwriters' compensation from Ford Credit and any
other discounts, concessions or commissions allowed or reallowed or paid by any
underwriters to other dealers, (iv) any commissions paid to any agents, (v) the
net proceeds to Ford Credit, and (vi) the securities exchanges, if any, on which
such series of Debt Securities will be listed.
Unless otherwise set forth in the Prospectus Supplement relating to a
particular series of Debt Securities, the obligations of the underwriters to
purchase such series of Debt Securities will be subject to certain conditions
precedent and each of the underwriters with respect to such series of Debt
Securities will be obligated to purchase all of the Debt Securities of such
series allocated to it if any such Debt Securities are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
The Debt Securities may be offered and sold by Ford Credit directly or
through agents designated by Ford Credit from time to time. Unless otherwise
indicated in the Prospectus Supplement, any such agent or agents will be acting
on a best efforts basis for the period of its or their appointment. Any agent
participating in the distribution of the Debt Securities may be deemed to be an
"underwriter", as that term is defined in the Securities Act, of the Debt
Securities so offered and sold. The Debt Securities also may be sold to dealers
at the applicable price to the public set forth in the Prospectus Supplement
relating to a particular series of Debt Securities who later resell to
investors. Such dealers may be deemed to be "underwriters" within the meaning of
the Securities Act.
If so indicated in the Prospectus Supplement relating to a particular
series of Debt Securities, Ford Credit will authorize underwriters or agents to
solicit offers by certain institutions to purchase Debt Securities of such
series from Ford Credit pursuant to delayed delivery contracts providing for
payment and delivery at a future date. Such contracts will be subject only to
those conditions set forth in the Prospectus Supplement and the Prospectus
Supplement will set forth the commission payable for solicitation of such
contracts.
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Underwriters and agents may be entitled, under agreements entered into with
Ford Credit, to indemnification by Ford Credit against certain civil
liabilities, including liabilities under the Securities Act.
LEGAL OPINIONS
The legality of the Debt Securities offered hereby will be passed on for
Ford Credit by J. D. Bringard, Esq., Vice President--General Counsel of Ford
Credit, or other counsel satisfactory to any underwriters or agents, and for any
underwriters or agents by Shearman & Sterling, 599 Lexington Avenue, New York,
N.Y. Mr. Bringard is a full-time employee of Ford Credit and owns and holds
options to purchase shares of Common Stock of Ford. Shearman & Sterling have in
the past provided, and may continue to provide, legal services to Ford and its
subsidiaries, including Ford Credit.
EXPERTS
The financial statements which are incorporated in this Prospectus by
reference to the 1995 10-K Report and Ford Credit's Current Report on Form 8-K
dated February 6, 1996 have been audited by Coopers & Lybrand L.L.P. ("Coopers
and Lybrand"), 400 Renaissance Center, Detroit, Michigan 48243, independent
certified public accountants, to the extent indicated in their report therein,
and have been so incorporated in reliance upon the report of that firm, given on
their authority as experts in accounting and auditing.
With respect to the unaudited interim financial information of Ford Credit
for the periods ended March 31, 1996 and 1995 and June 30, 1996 and 1995,
included in the First Quarter 10-Q Report and the Second Quarter 10-Q Report,
respectively, incorporated by reference in this Prospectus, Coopers & Lybrand
have reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their reports
included in the First Quarter 10-Q Report and the Second Quarter 10-Q Report
state that they did not audit and they do not express an opinion on that interim
financial information. The accountants are not subject to the liability
provisions of Section 11 of the Securities Act for their reports on the
unaudited interim financial information because each such report is not a
"report" or a "part" of the registration statement prepared or certified by the
accountants within the meaning of Sections 7 and 11 of such Act.
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PRINCIPAL OFFICES OF
FORD MOTOR CREDIT COMPANY
The American Road
Dearborn, Michigan 48121
TRUSTEE
First Union National Bank
765 Broad Street
Newark, New Jersey 07102
LUXEMBOURG STOCK EXCHANGE LISTING AGENT
Banque Internationale a Luxembourg S.A.
69, route d'Esch
L-1470 Luxembourg
LEGAL ADVISERS
<TABLE>
<C> <C>
To Ford Motor Company as to Special United States Tax Counsel to
United States Law Ford Motor Credit Company
J.D. BRINGARD SULLIVAN & CROMWELL
Vice President-General Counsel 125 Broad Street
Ford Motor Credit Company New York, New York 10004
The American Road
Dearborn, Michigan 48121
To the Underwriters
as to United States Law
SHEARMAN & STERLING
599 Lexington Avenue
New York, New York 10022
To the issue To the issue
as to Hong Kong Law as to Singapore Law
LOVELL WHITE DURRANT YOONG & PARTNERS
11th Floor, Peregrine Tower 11 Collyer Quay #05-06
Lippo Centre The Arcade
Queensway Singapore 049317
Hong Kong
</TABLE>
AUDITORS TO
FORD MOTOR
CREDIT COMPANY
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
