FORD MOTOR CREDIT CO
8-K, 1999-02-02
PERSONAL CREDIT INSTITUTIONS
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549



  
                                    FORM 8-K

                                 CURRENT REPORT


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


Date of Report (Date of earliest event reported) February 2, 1999
                                                 ----------------


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

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

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


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

<PAGE>
<PAGE 2>
ITEM 5. Other Events.

     The 1998 Audit of Consolidated Financial Statements of Ford Motor Credit
Company and Subsidiaries together with the Report of Independent Accountants of
PricewaterhouseCoopers LLP, independent certified public accountants is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference herein.

    The news release dated January 21, 1999 of Ford Motor Company and
subsidiaries for the year ended December 31, 1998 is filed as Exhibit 99.2 to
this Current Report on Form 8-K and is incorporated by reference herein.

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

                              EXHIBITS

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

Exhibit 23             Consent of Pricewater-        Filed with this Report.
                       waterhouseCoopers LLP.

Exhibit 27             Financial Data Schedule.      Filed with this Report.

Exhibit 99.1           1998 Audit of Consolidated    Filed with this Report.
                       Financial Statements of 
                       Ford Motor Credit Company 
                       and Subsidiaries together 
                       with the Report of 
                       Independent Accountants of
                       PricewaterhouseCoopers
                       LLP, independent certified
                       public accountants.

Exhibit 99.2           News release dated            Filed with this Report.
                       January 21, 1999 of
                       Ford Motor Company and
                       Subsidiaries for the year
                       ended December 31, 1998
                       with attachments.

Exhibit 99.3           News release dated            Filed with this Report.
                       January 28, 1999 of
                       Ford Motor Company
                       announcing its plans
                       to acquire the passenger
                       car business of AB Volvo.

                               SIGNATURE

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


                                              FORD MOTOR CREDIT COMPANY
                                                     (Registrant)

                                                 
Date:  February 2, 1999                          By:/s/R. P. Conrad
                                                 -----------------
                                                    R. P. Conrad
                                                    Assistant Secretary

<PAGE>
<PAGE 3>


                                EXHIBIT INDEX

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

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

Exhibit 23             Consent of Pricewater-        
                       waterhouseCoopers LLP.

Exhibit 27             Financial Data Schedule.      

Exhibit 99.1           1998 Audit of Consolidated   
                       Financial Statements of 
                       Ford Motor Credit Company 
                       and Subsidiaries together 
                       with the Report of 
                       Independent Accountants of
                       PricewaterhouseCoopers
                       LLP, independent certified
                       public accountants.

Exhibit 99.2           News release dated            
                       January 21, 1999 of
                       Ford Motor Company and
                       Subsidiaries for the year
                       ended December 31, 1998
                       with attachments.

Exhibit 99.3           News release dated            
                       January 28, 1999 of
                       Ford Motor Company
                       announcing its plans
                       to acquire the passenger
                       car business of AB Volvo.



                                           EXHIBIT 23



        CONSENT OF PRICEWATERHOUSECOOPERS LLP


Re:  Ford Motor Credit Company Registration Statement
     Nos. 333-50611, 333-45015, 333-41059, 33-62973 and 33-24928 
     on Form S-3


We consent to the incorporation by reference in the above Ford
Motor Credit Company Registration Statements of our report dated
January 20, 1999 on our audits of the consolidated financial
statements of Ford Motor Credit Company and Subsidiaries at
December 31, 1998 and 1997 and for each of the three years in the
period ended December 31, 1998 included in Ford Motor Credit
Company's Current Report on Form 8-K dated January 29, 1999.

PRICEWATERHOUSECOOPERS LLP


/s/ PricewaterhouseCoopers LLP

Detroit, Michigan
February 2, 1999


<TABLE> <S> <C>

<PAGE>
                                                            
<ARTICLE> 5
<LEGEND>
Ford Credit's condensed consolidated balance sheet is unclassified. Thereof, the
following  pages listed below are not applicable to Ford Credit:  Current assets
and current  liabilities.  Information  relating  to  earnings  per share is not
presented  because Ford Credit is an indirect  wholly owned  subsidiary  of Ford
Motor Company.

</LEGEND>
       
<S>                                                    <C>
<PERIOD-TYPE>                                          12-MOS
<FISCAL-YEAR-END>                                                        DEC-31-1998
<PERIOD-END>                                                             DEC-31-1998
<CASH>                                                                           781
<SECURITIES>                                                                     726
<RECEIVABLES>                                                                 95,942
<ALLOWANCES>                                                                       0
<INVENTORY>                                                                        0
<CURRENT-ASSETS>                                                                   0
<PP&E>                                                                             0
<DEPRECIATION>                                                                     0
<TOTAL-ASSETS>                                                               137,248
<CURRENT-LIABILITIES>                                                              0
<BONDS>                                                                      114,967
                                                              0
                                                                        0
<COMMON>                                                                          25
<OTHER-SE>                                                                    10,619
<TOTAL-LIABILITY-AND-EQUITY>                                                 126,257
<SALES>                                                                            0
<TOTAL-REVENUES>                                                               19,302
<CGS>                                                                              0
<TOTAL-COSTS>                                                                 17,490
<OTHER-EXPENSES>                                                               9,401
<LOSS-PROVISION>                                                               1,179
<INTEREST-EXPENSE>                                                             6,910
<INCOME-PRETAX>                                                                1,812
<INCOME-TAX>                                                                     680
<INCOME-CONTINUING>                                                            1,084
<DISCONTINUED>                                                                     0
<EXTRAORDINARY>                                                                    0
<CHANGES>                                                                          0
<NET-INCOME>                                                                   1,084
<EPS-PRIMARY>                                                                      0
<EPS-DILUTED>                                                                      0
        





</TABLE>

                                               EXHIBIT 99.1

                     REPORT OF INDEPENDENT ACCOUNTANTS


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

         In our opinion,  the accompanying  consolidated  balance sheets and the
related consolidated  statements of income,  stockholder's equity and cash flows
present fairly, in all material  respects,  the financial position of Ford Motor
Credit  Company  and its  subsidiaries  at December  31, 1998 and 1997,  and the
results  of their  operations  and their cash  flows for the three  years  ended
December 31, 1998 in conformity with generally accepted  accounting  principles.
These financial  statements are the responsibility of the Company's  management;
our responsibility is to express an opinion on these financial  statements based
on our audits.  We conducted our audits of these  statements in accordance  with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.

PRICEWATERHOUSECOOPERS LLP


/s/ PricewaterhouseCoopers LLP


Detroit, Michigan
January 20, 1999


<PAGE>

<TABLE>
<CAPTION>

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                                  (in millions)


                                                                     For the Years Ended December 31
                                                                 --------------------------------------
                                                                     1998          1997           1996
                                                                     ----          ----           ----
<S>                                                              <C>            <C>           <C>
Financing revenue
 Operating leases                                                $ 9,661.4      $ 8,895.2     $ 8,223.6
 Retail                                                            6,209.6        5,226.9       5,000.7
 Wholesale                                                         1,620.4        1,588.4       1,645.8
 Other                                                               398.9          391.4         477.5
                                                                 ---------      ---------     --------- 
    Total financing revenue                                       17,890.3       16,101.9      15,347.6
Depreciation on operating leases                                  (7,327.4)      (6,188.2)     (5,537.6)
Interest expense                                                  (6,910.4)      (6,268.2)     (6,259.7)
                                                                 ---------      ---------     --------- 
    Net financing margin                                           3,652.5        3,645.5       3,550.3
Other revenue
 Insurance premiums earned                                           292.9          298.3         225.7
 Investment and other income                                       1,119.3          944.9       1,132.2
                                                                 ---------      ---------     ---------
   Total financing margin and revenue                              5,064.7        4,888.7       4,908.2
Expenses
 Operating expenses                                                1,777.0        1,477.4       1,467.4
 Provision for credit losses                                       1,179.5        1,338.2         993.3
 Other insurance expenses                                            296.0          267.1         207.3
                                                                 ---------      ---------     ---------
   Total expenses                                                  3,252.5        3,082.7       2,668.0
                                                                 ---------      ---------     ---------
   Income before income taxes                                      1,812.2        1,806.0       2,240.2
Provision for income taxes                                           680.2          726.8         731.6
                                                                 ---------      ---------     ---------
   Income before minority interests                                1,132.0        1,079.2       1,508.6
Minority interests in net income of subsidiaries                      47.8           48.4          68.0
                                                                 ---------      ---------     ---------                          

   Net income                                                    $ 1,084.2      $ 1,030.8     $ 1,440.6
                                                                 =========      =========     =========
</TABLE>

The accompanying notes are an integral part of the financial statements.




<PAGE>

<TABLE>
<CAPTION>

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  (in millions)

                                                                                     December 31
                                                                              ---------------------------
                                                                                 1998             1997
                                                                              ---------        ---------- 
<S>                                                                           <C>              <C>
Assets
 Cash and cash equivalents                                                    $   780.8        $    689.5   
 Investments in securities                                                        725.8             887.9
 Finance receivables, net                                                      95,941.6          81,312.6
 Net investment, operating leases                                              34,566.5          34,746.0
 Retained interest in securitized assets                                        1,256.3             998.6
 Accounts receivable from affiliated companies                                  1,099.8             734.2
 Other assets                                                                   2,877.0           2,604.5
                                                                             ----------        ----------
   Total assets                                                              $137,247.8        $121,973.3
                                                                             ==========        ==========

Liabilities and Stockholder's Equity
 Liabilities
  Accounts payable
   Trade, customer deposits, and dealer reserves                             $  3,009.6        $  2,835.0
   Affiliated companies                                                         1,108.1           2,815.7
                                                                             ----------        ----------
    Total accounts payable                                                      4,117.7           5,650.7
  Debt                                                                        114,967.3         100,725.0
  Deferred income taxes                                                         3,157.7           2,732.2
  Other liabilities and deferred income                                         4,014.4           2,803.2
                                                                             ----------        ----------
   Total liabilities                                                          126,257.1         111,911.1

 Minority interests in net assets of subsidiaries                                 346.0             477.7

 Stockholder's Equity                                                                         
  Capital stock, par value $100 a share, 250,000 shares                                       
    authorized, issued and outstanding                                             25.0              25.0
  Paid-in surplus (contributions by stockholder)                                4,343.4           3,891.6
  Note receivable from affiliated company                                      (1,517.0)         (1,517.0)
  Accumulated other comprehensive income/(loss)                                  (118.1)           (142.5)
  Retained earnings                                                             7,911.4           7,327.4
                                                                             ----------        ----------
   Total stockholder's equity                                                  10,644.7           9,584.5
                                                                             ----------        ----------
   Total liabilities and stockholder's equity                                $137,247.8        $121,973.3
                                                                             ==========        ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.


<PAGE>


<TABLE>
<CAPTION>



                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
                                  (in millions)

                                                                                         Accumulated Other
                                                                                     Comprehensive Income/(Loss)
                                                                                     ---------------------------
                                                             Note                                  Unrealized
                                                          Receivable                               Gain/(Loss)
                                                Paid         from                      Foreign         on
                                     Capital     in       Affiliated      Retained     Currency    Investments
                                      Stock    Surplus      Company       Earnings    Translation  in Securities   Total
                                     -------  ---------   ----------      ---------   -----------  ------------- ---------
<S>                                  <C>      <C>          <C>            <C>          <C>          <C>          <C>
Balance at January 1, 1996           $ 25.0   $ 1,904.5    $      -       $ 6,724.5    $ (14.2)     $ 30.9       $ 8,670.7       

Comprehensive income                                                                                               
  Net income                              -           -           -         1,440.6          -           -         1,440.6
  Foreign currency translation            -           -           -               -       13.3           -            13.3
  Unrealized gain                                                                                  
     (net of tax of $13.3)                -           -           -               -          -        26.0            26.0
                                     ------   ---------   ---------       ---------    -------      ------       ---------
    Total comprehensive income,                
      net of tax                          -           -           -         1,440.6       13.3        26.0         1,479.9
Paid-in surplus                           -     1,843.1           -               -          -           -         1,843.1
Note receivable
  Addition                                -           -    (2,949.0)              -          -           -        (2,949.0)
  Payments                                -           -     1,432.0               -          -           -         1,432.0
Dividends
  Cash                                    -           -           -          (949.0)         -           -          (949.0)
  Other                                   -           -           -          (324.0)         -           -          (324.0)
                                     ------   ---------   ---------       ---------    -------      ------       ---------
Year Ended December 31, 1996         $ 25.0   $ 3,747.6   $(1,517.0)      $ 6,892.1    $  (0.9)     $ 56.9       $ 9,203.7       


Comprehensive income                                                                                             
 Net income                               -           -           -         1,030.8          -           -         1,030.8
 Foreign currency translation             -           -           -               -     (188.5)          -          (188.5)
 Unrealized loss                                          
    (net of tax of $6.8)                  -           -           -               -          -       (10.0)          (10.0)
                                     ------   ---------   ---------       ---------    -------      ------       ---------
   Total comprehensive income,
     net of tax                           -           -           -         1,030.8     (188.5)      (10.0)          832.3       

Paid-in surplus                           -       144.0           -               -          -           -           144.0
Cash dividends                            -           -           -          (595.5)         -           -          (595.5)
                                     ------   ---------   ---------       ---------    -------      ------       ---------
Year ended December 31, 1997         $ 25.0   $ 3,891.6   $(1,517.0)      $ 7,327.4    $(189.4)     $ 46.9       $ 9,584.5

Comprehensive income
  Net income                              -           -           -         1,084.2          -           -         1,084.2       

  Foreign currency translation            -           -           -               -       29.3           -            29.3
  Unrealized gain
     (net of tax of $12.3)                -           -           -               -          -        20.5            20.5
  Less: Reclassification adjustment
     for gains realized in net                              
     income (net of tax of $15.3)         -           -           -               -          -       (25.4)          (25.4)
                                     ------   ---------   ---------       ---------    -------      ------       ---------
  Total comprehensive income,
     net of tax                           -           -           -         1,084.2       29.3        (4.9)        1,108.6
Paid-in surplus                           -       451.8           -               -          -           -           451.8
Cash dividends                            -           -           -          (500.2)         -           -          (500.2)
                                     ------   ---------   ---------       ---------    -------      ------       ---------
Year ended December 31, 1998         $ 25.0   $ 4,343.4   $(1,517.0)      $ 7,911.4    $(160.1)     $ 42.0       $10,644.7
                                     ======   =========   =========       =========    =======      ======       =========
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
<CAPTION>
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (in millions)

                                                                            For the Years Ended December 31
                                                                       ---------------------------------------
                                                                          1998          1997            1996
                                                                          ----          ----            ----
<S>                                                                    <C>           <C>            <C>
Cash flows from operating activities
 Net income                                                            $ 1,084.2     $ 1,030.8      $  1,440.6
 Adjustments to reconcile net income to net cash provided by
  operating activities
   Provision for credit losses                                           1,179.5       1,338.2           993.3
   Depreciation and amortization                                         7,366.3       6,398.9         5,870.4
   Gain on sales of finance receivables                                   (192.7)        (64.5)          (55.9)
   Increase/(decrease) in deferred income taxes                            356.4         (92.8)        1,105.6
   (Increase)/decrease in other assets                                  (1,353.6)        451.6        (1,465.4)  
   (Decrease)/increase in other liabilities                                (52.8)        155.0         1,467.8
   Other                                                                   260.2         302.6          (272.1)
                                                                       ---------     ---------       ---------
    Net cash provided by operating activities                            8,647.5       9,519.8         9,084.3
                                                                       ---------     ---------       ---------
Cash flows from investing activities
  Purchase of finance receivables (other than wholesale)               (48,886.3)    (38,396.0)      (38,895.3)
  Collection of finance receivables (other than wholesale)              28,033.7      32,207.8        33,477.7
  Purchase of operating lease vehicles                                 (19,156.7)    (22,917.6)      (21,264.0)
  Liquidation of operating lease vehicles                               12,798.1      12,164.0        10,340.5
  Net change in wholesale receivables                                     (797.6)     (1,759.1)       (2,127.6)
  Proceeds from sales of receivables                                     7,907.8       3,850.4         4,668.7
  Purchase of investment securities                                     (1,911.7)     (2,732.3)       (4,730.1)
  Proceeds from sale/maturity of investment securities                   2,073.8       3,169.9         5,767.4
  Other                                                                    (37.7)       (148.9)          110.4
                                                                       ---------     ---------       ---------                   

   Net cash used in investing activities                               (19,976.6)    (14,561.8)      (12,652.3)
                                                                       ---------     ---------       ---------
Cash flows from financing activities
  Proceeds from issuance of long-term debt                              18,186.7      11,826.6        13,433.5
  Principal payments on long-term debt                                 (12,922.1)    (10,340.8)       (8,322.4)                
  Change in short-term debt, net                                         6,541.2       2,212.2           816.9   
  Cash dividends paid                                                     (500.2)       (595.5)         (949.0)
  Other                                                                     35.6         (57.5)         (169.0)                  

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

   Net cash provided by financing activities                            11,341.2       3,045.0         4,810.0                   

Effect of exchange rate changes on cash and cash equivalents                79.2         (29.5)           (4.1)             
                                                                       ---------     ---------       ---------
   Net change in cash and cash equivalents                                  91.3      (2,026.5)        1,237.9
Cash and cash equivalents, beginning of year                               689.5       2,716.0         1,478.1  
                                                                       ---------     ---------       ---------
Cash and cash equivalents, end of year                                 $   780.8     $   689.5       $ 2,716.0
                                                                       =========     =========       =========

Supplementary cash flow information
  Interest paid                                                        $ 6,526.6     $ 6,117.3       $ 5,207.7
  Taxes paid/(received)                                                    325.9         520.2          (291.9)
</TABLE>

The accompanying notes are an integral part of the financial statements.





<PAGE>


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1. ACCOUNTING POLICIES

Principles of Consolidation

         The  consolidated  financial  statements  include the  accounts of Ford
Motor Credit Company and its majority  owned  domestic and foreign  subsidiaries
and joint ventures ("Ford Credit").  Affiliates that are 20-50 percent owned are
included in the  consolidated  financial  statements  on an equity  basis.  Ford
Credit is an indirect  wholly owned  subsidiary of Ford Motor Company  ("Ford").
Use of estimates as determined by management is required in the  preparation  of
consolidated   financial   statements  in  conformity  with  generally  accepted
accounting  principles.  Actual  results  could differ from these  estimates and
assumptions.  Certain  amounts in prior years'  financial  statements  have been
reclassified to conform with current year presentation.

Nature of Operations

         Ford  Credit  operates  in many  locations  around the world,  the most
significant of which are the United States and Europe.  Ford Credit's reportable
operating segments include Ford Credit North America, Ford Credit International,
and  Personal  Financial  Services.  Ford Credit North  America  consists of the
United  States and  Canada.  Ford  Credit  International  consists  of all other
countries.  Personal Financial Services consists of insurance operations and new
business ventures.

         Ford Credit's financing  operations  primarily consist of: the purchase
from franchised Ford vehicle  dealers of retail  installment  sale contracts and
retail leases;  wholesale financing and capital loans to franchised Ford vehicle
dealers and other franchises  associated with such dealers; and loans to vehicle
leasing companies.  Ford Credit conducts insurance operations through its wholly
owned subsidiary, The American Road Insurance Company ("TARIC").

Revenue Recognition

         Revenue  from  finance  receivables  is  recognized  using the interest
(actuarial) method. Certain loan origination costs are deferred and amortized to
financing  revenue over the life of the related loans using the interest method.
Rental revenue on operating  leases is recognized on a straight-line  basis over
the term of the lease.  Initial  direct costs related to leases are deferred and
amortized  over the term of the  lease.  The  accrual  of  interest  on loans is
discontinued at the time a loan is determined to be impaired. Subsequent amounts
of interest  collected  are  recognized  in income only if full  recovery of the
remaining   principal  is  expected.   Other  amounts  collected  are  generally
recognized first as a reduction of principal.  Any remaining amounts are treated
as a loss recovery.

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

         Insurance  premiums are earned over the policy periods on bases related
to amounts at risk.  Premiums  from  extended  service plan  contracts and other
contractual liability coverage's are earned over the life of the policy based on
historical loss experience. Physical damage insurance premiums covering vehicles
financed at wholesale by Ford Credit and its finance subsidiaries are recognized
as income on a monthly basis as billed. Other physical damage,  credit life, and
credit  disability  premiums  are earned over the life of the related  policies,
primarily  on the  sum-of-the-digits  basis.  Certain  costs  of  acquiring  new
business are deferred and  amortized  over the terms of the related  policies on
the same basis on which premiums are earned. Direct and ceded insurance premiums
are earned over the life of the policy based on historical  loss  experience for
contractual liability policies,  and on the  sum-of-the-digits  basis for credit
life and disability policies. Ceded insurance agreements do not relieve TARIC of
its primary obligation to policyholders.

<PAGE>


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 1. ACCOUNTING POLICIES - Continued

Sale of Receivables and Operating Leases

         Statement  of  Financial  Accounting  Standards  No. 125 ("SFAS  125"),
"Accounting for Transfer and Servicing of Financial Assets and Extinguishment of
Liabilities",  was adopted prospectively  effective January 1, 1997, and did not
have any material effect on the consolidated financial statements.

         Ford Credit  periodically  sells finance  receivables  through  special
purpose subsidiaries,  retains the servicing rights and certain other beneficial
interests,  and receives a servicing fee which is  recognized as collected  over
the remaining term of the related sold finance  receivables.  Estimated gains or
losses  from the sale of finance  receivables  are  recognized  in the period in
which the sale occurs.  In determining  the gain or loss on each qualifying sale
of finance receivables,  the investment in the sold receivable pool is allocated
between the portion sold and the portion  retained  based on their relative fair
values at the date of sale (see Note 7). The retained interest includes interest
only  (IO)  strips,   subordinated   certificates,   restricted   cash  held  by
securitization   trusts,  and  allowance  for  credit  losses.  These  financial
instruments are recorded at market.

         Ford Credit  also  periodically  sells  vehicles  subject to  operating
leases to special purpose  subsidiaries under sale-leaseback  arrangements.  The
leaseback  arrangements  are structured as operating  leases.  Pursuant to these
transactions,  the vehicles sold are removed from the balance sheet and any gain
on sale is deferred and amortized over the period of the leaseback  arrangement.
Ford Credit continues to service the leases and is paid a servicing fee which is
recognized  as received.  Ford Credit also retains  certain  residual  value and
credit risk which is considered in the calculation of the gain on sale.

Depreciation

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

Residual Values

         The Company has  significant  investments in the residual values of its
leasing  portfolios.  Residual  values  represent  estimates of the value of the
assets at the end of the contract  terms and are initially  calculated  based on
appraisals  and  estimates.  Residual  values are reviewed on a regular basis to
determine that recorded amounts are appropriate. Estimated reserves for residual
values are based on assumptions as to used car prices at lease  termination  and
the number of vehicles that will be returned to the Company.  These  assumptions
and the related reserve may change based on changing market conditions.



<PAGE>



                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 1. ACCOUNTING POLICIES - Continued

Allowance for Credit Losses

         An allowance for  estimated  credit  losses is  established  during the
period in which  receivables  or vehicles  leased are  acquired  and is based on
historical  experience  and  other  factors  that  affect  collectibility.   The
allowance  for  estimated   credit  losses  includes  a  provision  for  certain
non-homogenous, impaired loans. Impaired loans are measured based on the present
value of expected future cash flows discounted at the loan's effective  interest
rate. Finance receivables and lease investments are charged to the allowance for
credit  losses  when an  account  is deemed  to be  uncollectible,  taking  into
consideration  the financial  condition of the borrower or lessee,  the value of
the  collateral,  recourse to guarantors and other factors.  Collateral held for
resale  included in other assets is carried at its  estimated  fair value at the
date of  repossession  net of estimated  disposal  costs.  Recoveries on finance
receivables and lease  investments  previously  charged off as uncollectible are
credited to the allowance for credit losses.

Insurance Liabilities

         A liability for reported insurance claims and an estimate of unreported
insurance  claims  which  is  based  on past  experience  is  included  in other
liabilities and deferred income.

Derivative Financial Instruments

         Ford Credit  operates in many  countries  worldwide,  and is exposed to
market  risks,  including  the effects of changes in interest  rates and foreign
currency exchange rates. Ford Credit issues debt and other payables with various
maturities, interest rate structures and in various currencies to ensure funding
over business and economic cycles and to minimize  overall  borrowing costs. The
maturity  and  interest  rate  structures  frequently  differ from the  invested
assets.  Exposure to fluctuations in interest rates is created by differences in
maturities of liabilities  versus  maturities of assets.  Financial  exposure is
monitored and managed in accordance with Ford Credit's  established policies and
procedures.

         Ford  Credit  has  entered  into  agreements  to  manage  exposures  to
fluctuations in interest rates and foreign  exchange.  These agreements are used
to hedge  interest  rate  exposure  and to hedge  debt  denominated  in  foreign
currencies. All such instruments are classified as "held for purposes other than
trading";  company  policy  specifically  prohibits the use of  derivatives  for
speculative purposes.

         Interest  rate  swap  agreements  are used to  manage  the  effects  of
interest rate fluctuations by changing the interest rate characteristics of Ford
Credit's debt to match the interest rate  characteristics of related assets. All
interest  rate swap  agreements  are  designated to hedge either a specific debt
issue or pool of debt. The  differential  paid or received on interest rate swap
agreements  is  recognized  on an accrual  basis as an  adjustment  to  interest
expense.  Gains and losses on  terminated  interest rate swaps are amortized and
reflected in interest expense over the remaining term of the underlying debt.

         Foreign currency agreements, including swaps and forward contracts, are
used to manage  foreign  exchange  exposure.  All  currency  swaps  and  forward
contracts are designated to hedge specific  foreign  currency  denominated  debt
instruments or intercompany  loans. The  differential  paid or received on these
contracts  is  recognized  on an  accrual  basis as an  adjustment  to  interest
expense.  Unrealized  gains or losses are recognized  concurrently  with foreign
currency translation gains and losses on the underlying debt.


<PAGE>
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 1. ACCOUNTING POLICIES - Continued

Foreign Currency Translation

         Revenues,  costs and expenses of foreign subsidiaries are translated to
U.S. dollars at average-period exchange rates. Assets and liabilities of foreign
subsidiaries are translated to U.S. dollars at year-end  exchange rates with the
effects of these translation  adjustments being reported as a separate component
of accumulated other comprehensive income in stockholder's equity. The change in
this account results from translation adjustments recorded during the year.

Cash Equivalents

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

NOTE 2.  ADDITIONS TO PAID-IN SURPLUS

         Additions to paid-in surplus represent  contributions  from Ford due to
the reorganization of the Financial Services sector.

NOTE 3.  INVESTMENTS IN SECURITIES

         Investments  in  securities  consist  of  debt,  municipal,  corporate,
mortgage-backed and other securities. Available-for-sale securities are recorded
at fair  value  with  unrealized  gains and  losses  excluded  from  income  and
reported, net of tax, as a separate component of accumulated other comprehensive
income in  stockholder's  equity.  Held-to-maturity  securities  are recorded at
amortized cost.  Equity  securities which do not have readily  determinable fair
values are  recorded  at cost.  The basis of cost used in  determining  realized
gains and losses is specific identification.

         The fair value of  substantially  all securities was estimated based on
quoted  market  prices.  For  securities  for which there were no quoted  market
prices, the estimate of fair value was based on similar types of securities that
are traded in the market.

         The amortized cost and fair value of investments in  available-for-sale
securities and held-to-maturity  securities at December 31, 1998, by contractual
maturity, were as follows:

<TABLE>
<CAPTION>
                                                                            Available-for-Sale           Held-to-Maturity
                                                                          -----------------------     ----------------------
                                                                           Amortized     Fair         Amortized      Fair
                                                                             Cost        Value          Cost         Value
                                                                          -----------  ----------     ----------   ----------
                                                                                            (in millions)
<S>                                                                       <C>           <C>           <C>          <C>    
Due in one year or less                                                   $     22.7    $    22.9     $      1.5   $      1.5
Due after one year through five years                                          162.1        163.7            2.6          2.7
Due after five years through ten years                                          97.6         99.3            2.8          2.9
Due after ten years                                                            138.2        140.7            0.4          0.6
Mortgage-backed securities                                                     198.3        200.7              -            -
Equity securities                                                               34.9         91.2              -            -
                                                                          ----------    ---------     ----------   ----------
 Total                                                                    $    653.8    $   718.5     $      7.3   $      7.7
                                                                          ==========    =========     ==========   ==========
</TABLE>



         Proceeds from sales of available-for-sale  securities were $2.1 billion
and $3.2 billion in 1998 and 1997, respectively. Gross realized gains and losses
for 1998 were $48.1 million and $3.4 million, respectively. Gross realized gains
and losses for 1997 were $95.1  million and $7.4  million,  respectively.  Gross
realized gains and losses for 1996 were not material.


<PAGE>


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 3. INVESTMENTS IN SECURITIES - Continued

Investments in securities at December 31, 1998 were as follows:
<TABLE>
<CAPTION>

                                                                                    Gross           Gross
                                                                  Amortized      Unrealized      Unrealized         Fair
                                                                    Cost            Gains          Losses           Value
                                                                 -----------     -----------     ------------    -----------
Available-for-sale securities                                                           (in millions)
<S>                                                              <C>             <C>             <C>             <C>           
Corporate debt securities                                        $     187.8     $       2.9     $       (1.6)   $     189.1
Mortgage-backed securities                                             198.3             2.8             (0.4)         200.7
Debt securities issued by U.S. government and agencies                 146.6             3.0             (0.2)         149.4
Equity securities                                                       35.0            57.7             (1.4)          91.3
Debt securities issued by foreign governments                           23.2             0.2                -           23.4
Municipal securities                                                    62.9             1.7                -           64.6
                                                                 -----------     -----------     ------------    -----------
 Total available-for-sale securities                                   653.8            68.3             (3.6)         718.5
                                                                 -----------     -----------     ------------    -----------
Held-to-maturity securities
Corporate debt securities                                                1.5               -                -            1.5
Debt securities issued by U.S. government and agencies                   5.8             0.4                -            6.2
                                                                 -----------     -----------     ------------    -----------
 Total held-to-maturity securities                                       7.3             0.4                -            7.7
                                                                 -----------     -----------     ------------    -----------
   Total investments in securities                               $     661.1     $      68.7     $       (3.6)   $     726.2
                                                                 ===========     ===========     ============    ===========


Investments in securities at December 31, 1997 were as follows:
                                                                                    Gross           Gross
                                                                  Amortized      Unrealized      Unrealized         Fair
                                                                    Cost            Gains          Losses           Value
                                                                 ------------    ------------    ------------    ------------
Available-for-sale securities                                                           (in millions)
Corporate debt securities                                        $      265.2    $        6.0    $       (0.1)   $      271.1
Mortgage-backed securities                                              238.4             1.9            (0.6)          239.7
Debt securities issued by U.S. government and agencies                  194.1             2.0            (0.1)          196.0
Equity securities                                                        53.0            65.1            (2.1)          116.0
Debt securities issued by foreign governments                            21.4             0.1               -            21.5
Municipal securities                                                     13.0             0.1            (0.1)           13.0
 Total available-for-sale securities                             ------------    ------------    ------------    ------------    

                                                                        785.1            75.2            (3.0)          857.3
                                                                 ------------    ------------    ------------    ------------
Held-to-maturity securities
Corporate debt securities                                                15.3               -               -            15.3
Debt securities issued by U.S. government and agencies                    6.4             0.3               -             6.7
Other debt securities                                                     3.2               -               -             3.2
                                                                 ------------    ------------    ------------    ------------
       Total held-to-maturity securities                                 24.9             0.3               -            25.2
                                                                 ------------    ------------    ------------    ------------    

 Total investments in securities with readily
  determinable fair values                                              810.0            75.5            (3.0)          882.5
Other non-marketable equity securities                                    5.7               -               -             5.7
                                                                  -----------    ------------    ------------    ------------
 Total investments in securities                                  $     815.7    $       75.5    $       (3.0)   $      888.2
                                                                  ===========    ============    ============    ============

</TABLE>

<PAGE>


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 4. FINANCE RECEIVABLES

         Net finance receivables at December 31 were as follows:
<TABLE>
<CAPTION>

                                                                            1998              1997
                                                                            ----              ----
                                                                                 (in millions)
<S>                                                                   <C>               <C>
Retail                                                                $   67,732.7      $   55,601.0
Wholesale                                                                 22,650.1          21,605.5
Other                                                                      6,838.8           5,275.9
                                                                      ------------      ------------
   Total finance receivables, net of unearned income                      97,221.6          82,482.4
Less: Allowance for credit losses                                         (1,280.0)         (1,169.8)
                                                                      ------------      ------------
   Finance receivables, net                                           $   95,941.6      $   81,312.6
                                                                      ============      ============
</TABLE>

         At December 31, 1998, finance  receivables include $1.5 billion owed by
three customers with the largest receivable balances.

         The contractual maturities of total finance receivables net of unearned
income outstanding at December 31, 1998 were as follows:
<TABLE>
<CAPTION>


                                          Due in Year Ending December 31                    Due
                                   ---------------------------------------------           After
                                       1999              2000             2001              2001              Total
                                       ----              ----             ----              ----              -----
                                                                      (in millions)
<S>                                <C>               <C>              <C>               <C>               <C>
Retail                             $ 31,293.8        $ 19,802.6       $ 10,465.5        $  6,170.8        $ 67,732.7
Wholesale                            22,645.9               2.1              0.7               1.4          22,650.1
Other                                 4,844.1             125.7            118.0           1,751.0           6,838.8
                                   ----------        ----------       ----------        ----------        ----------
 Total                             $ 58,783.8        $ 19,930.4       $ 10,584.2        $  7,923.2        $ 97,221.6
                                   ==========        ==========       ==========        ==========        ==========
</TABLE>

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

         The aggregate  receivable balances related to accounts past due 60 days
or more at December 31 were as follows:
<TABLE>
<CAPTION>

                                                                           1998             1997
                                                                           ----             ----
                                                                              (in millions)
<S>                                                                     <C>              <C>
Retail                                                                  $   473.5        $   496.8
Wholesale                                                                    73.2             35.4
Other                                                                        31.6             58.6
                                                                        ---------        ---------
 Total                                                                  $   578.3        $   590.8
                                                                        =========        =========
</TABLE>


<PAGE>


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 4. FINANCE RECEIVABLES - Continued

         Included  in retail and other  receivables  are  investments  in direct
financing leases related to the leasing of motor vehicles.
<TABLE>
<CAPTION>

                                                                                        1998              1997
                                                                                        ----              ----
                                                                                             (in millions)
<S>                                                                                 <C>               <C>
Net investment in direct financing leases
   Minimum lease rentals                                                            $ 3,359.2         $ 2,743.9
   Estimated residual values                                                          3,720.2           2,527.0
    Less: Allowance for credit losses                                                   (79.8)            (42.5)
                                                                                    ---------         ---------
     Net investment in direct financing leases                                      $ 6,999.6         $ 5,228.4
                                                                                    =========         =========
</TABLE>

         Minimum direct financing lease rentals,  net of interest payments,  for
each of the five succeeding years are as follows (in millions): 1999 - $1,505.7;
2000 - $1,019.0; 2001 - $598.9; 2002 - $202.6; 2003 - $32.9; thereafter - $0.1.


NOTE 5.  NET INVESTMENT, OPERATING LEASES

         Operating leases at December 31 were as follows:
<TABLE>
<CAPTION>

                                                                                        1998              1997
                                                                                        ----              ----
                                                                                             (in millions)
<S>                                                                                 <C>               <C>
Investment in operating leases
 Vehicles, at cost                                                                  $42,663.3         $41,925.5
 Lease initial direct costs                                                              62.7              64.9
  Less: Accumulated depreciation                                                     (7,891.3)         (6,942.8)
        Allowance for credit losses                                                    (268.2)           (301.6)
                                                                                    ---------         ---------
   Net investment in operating leases                                               $34,566.5         $34,746.0
                                                                                    =========         =========
</TABLE>

     Future minimum rentals on operating leases are as follows (in millions): 
1999 - $7,018.2; 2000 - $3,652.1; 2001 - $1,577.3; 2002 - $176.9; 2003 - $7.3.

NOTE 6.  ALLOWANCE FOR CREDIT LOSSES

         Following is an analysis of the allowance for credit losses  related to
finance receivables and operating leases for the years ended December 31:
<TABLE>
<CAPTION>
                                                                                1998            1997            1996
                                                                                ----            ----            ----
                                                                                            (in millions)
<S>                                                                          <C>            <C>             <C> 
Balance, beginning of year                                                   $ 1,471.4      $  1,217.6      $  1,054.9
 Additions                                                                     1,179.5         1,338.2           993.3
 Deductions             
   Losses                                                                      1,242.7         1,239.1         1,020.7
   Recoveries                                                                   (203.3)         (232.0)         (190.7)
                                                                             ---------      ----------      ---------- 
   Net losses                                                                  1,039.4         1,007.1           830.0
 Other changes, principally amounts related to finance
  receivables and operating leases sold                                           63.3            77.3             0.6
                                                                             ---------      ----------      ----------

   Net deductions                                                              1,102.7         1,084.4           830.6
                                                                             ---------      ----------      ----------
Balance, end of year                                                         $ 1,548.2      $  1,471.4      $  1,217.6
                                                                             =========      ==========      ==========
</TABLE>
<PAGE>

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 7.  RETAINED INTEREST IN SECURITIZED ASSETS

         Ford Credit has sold retail and wholesale  receivables  through special
purpose  subsidiaries.  Ford  Credit's  servicing  portfolio  relating  to these
finance  receivable  sales  amounted to $13.5 billion,  $10.0 billion,  and $8.9
billion  at  December  31,  1998,  1997,  and 1996,  respectively.  Ford  Credit
periodically  sells  vehicles  subject to  operating  leases to special  purpose
subsidiaries  under   sale-leaseback   arrangements.   Ford  Credit's  servicing
portfolio related to these sales amounted to $394.9 million, $947.5 million, and
$1,388.7  million at  December  31,  1998,  1997,  and 1996,  respectively.  The
interest only strips,  subordinated  certificates,  and restricted  cash held by
securitization  trusts are subject to limited recourse  provision.  Reserves for
estimated  losses  related to these assets are  provided  based  principally  on
historical loss experience.  The following summarizes the components of retained
interest in securitized assets for the years ended December 31:
<TABLE>
<CAPTION>


                                                                                                1998            1997
                                                                                                ----            ----
                                                                                                    (in millions)
<S>                                                                                          <C>             <C>
Interest only strips                                                                         $    404.8      $    293.3
Subordinated certificates                                                                         841.5           686.9
Restricted cash held by securitization trusts                                                     109.5           103.5
 Less: Allowance for credit losses                                                                (99.5)          (85.1)
                                                                                             ----------      ----------
  Total retained interest in securitized assets                                              $  1,256.3      $    998.6
                                                                                             ==========      ==========
</TABLE>


NOTE 8.  OTHER ASSETS

         Other assets at December 31 were as follows:
<TABLE>
<CAPTION>

                                                                                                1998             1997
                                                                                                ----             ----
                                                                                                    (in millions)
<S>                                                                                          <C>             <C>
Investment in used vehicles held for resale, at estimated fair value                         $    764.1      $  1,042.3
Deferred charges and other assets                                                               1,168.9           987.0
Collateral held for resale                                                                        356.4           419.4
Prepaid reinsurance premiums                                                                      383.1               -
Property and equipment, net of accumulated depreciation of $139.6
 in 1998 and $105.1 in 1997                                                                       204.5           155.8
                                                                                             ----------      ----------
  Total other assets                                                                         $  2,877.0      $  2,604.5
                                                                                             ==========      ==========
</TABLE>


<PAGE>

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 9. DEBT

         Debt at December 31 was as follows:
<TABLE>
<CAPTION>


                                                               Weighted-Average (A)
                                                                  Interest Rates                   Book Value
                                                              ---------------------      -----------------------------
                                                                  1998        1997           1998              1997
                                                                  ----        ----           ----              ----
Payable Within One Year                                                                           (in millions)
<S>                                                              <C>         <C>         <C>               <C>
 Commercial paper (B)                                                                    $   46,188.2      $  40,856.8
 Other short-term debt  (C)                                                                   7,445.0          5,351.0
                                                                                         ------------      -----------           

  Total short-term debt                                           5.69%       5.83%          53,633.2         46,207.8
 Long-term indebtedness payable within one                                   
  year (D) (E)                                                    5.74%       6.64%           9,689.2          9,572.6
                                                                                         ------------      -----------
  Total payable within one year                                   5.69%       5.97%          63,322.4         55,780.4

Payable After One Year
  Secured indebtedness                                           20.14%      18.63%               5.2             13.5
  Unsecured senior indebtedness
    Notes (F)                                                     6.25%       6.64%          49,893.8         43,584.1
    Debentures                                                    3.97%       4.50%           1,661.1          1,247.6
    Unamortized discount                                                                        (25.5)            (3.0)
                                                                                         ------------      -----------
      Total secured and unsecured senior
         indebtedness                                                                        51,534.6         44,842.2
  Unsecured long-term subordinated notes                          8.50%       8.29%             110.3            102.4
                                                                                         ------------      ----------- 
   Total payable after one year (E)                                                          51,644.9         44,944.6
                                                                                         ------------      -----------
   Total debt                                                     5.91%       6.25%      $  114,967.3      $ 100,725.0
                                                                                         ============      ===========
</TABLE>

(A)  Excludes  the effect of  interest  rate swap  agreements. 
(B)  The  average remaining maturities of commercial paper was 30 days at
     December  31, 1998 and 24 days at December 31,  1997.  
(C)  Includes  $988.6 million and $830.5 million with affiliated companies
     at December 31, 1998 and 1997,respectively.   
(D)  Includes  $394.9  million  and  $1,716.0  million  with  affiliated
     companies at December 31, 1998 and 1997, respectively.  
(E)  Secured and unsecured  senior notes and  debentures  mature at various  
     dates  through 2078.  Maturities are as follows (in millions): 
     1999 - $9,689.2; 2000 - $11,246.9; 2001 - $10,970.3; 2002 - $8,790.8; 
     2003 - $9,552.0;  thereafter - $11,084.9.
(F)  Includes $2,483.0 million and $1,830.6 million with affiliated companies at
     December 31, 1998 and 1997, respectively.


<PAGE>




                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 9. DEBT - Continued

<TABLE>
<CAPTION>
                                                                                       1998             1997
                                                                                       ----             ----
Payable After One Year (A)                                                                 (in millions)
<S>                                                                                   <C>             <C>    

 Fixed interest rates                                                                 $ 33,724.6      $ 30,602.9
 Variable interest rates (generally based on
  LIBOR or other short-term rates)                                                      17,920.3        14,341.7
                                                                                      ----------      ----------
  Total payable after one year                                                        $ 51,644.9      $ 44,944.6
                                                                                      ==========      ==========
</TABLE>

(A) Excludes the effect of interest rate swap agreements.

         Ford Credit and certain of its subsidiaries  have entered into interest
rate swap agreements to manage  exposures to fluctuations in interest rates. The
agreements  decreased the overall  weighted-average  interest rate on total debt
from  5.91%  to  5.75%  as of  December  31,  1998  and  decreased  the  overall
weighted-average  interest rate on total debt from 6.25% to 6.17% as of December
31, 1997.  In addition,  the  agreements  decreased  the Ford  Credit's  overall
weighted-average effective interest rates for full year 1998 from 6.46% to 6.42%
and increased full year 1997 from 6.50% to 6.54%.  The agreements  decreased the
long-term  obligations payable after one year subject to variable interest rates
as of December 31, 1998 and 1997 to $0 and $9,741.6 million,  respectively.  The
effect of these  agreements  is to reduce the effect of interest rate changes on
profitability.  Approximately 34% of Ford Credit's interest rate swaps mature in
1999 and approximately 93% mature by 2003.

         Certain of these  obligations are denominated in currencies  other than
the  currency of the country of the issuer.  Foreign  currency  swap and forward
agreements  are used to hedge  exposure  to changes in  exchange  rates of these
obligations.

NOTE 10.  SUPPORT FACILITIES

         Support facilities  represent additional sources of funds, if required.
At  December  31,  1998,  Ford  Credit  had   approximately   $19.2  billion  of
contractually  committed facilities.  In addition, $7.7 billion of Ford lines of
credit  may be used by Ford  Credit at Ford's  option.  The lines  have  various
maturity  dates through June 30, 2003 and may be used, at Ford Credit's  option,
by  any  of  its  direct  or  indirect  majority-owned  subsidiaries.  Any  such
borrowings will be guaranteed by Ford Credit. Banks also provide $1.5 billion of
contractually  committed  liquidity  facilities to support Ford  Credit's  asset
backed commercial paper program.

         Additionally,  at December  31,  1998,  there were  approximately  $4.7
billion of contractually committed facilities available for FCE Bank plc's ("FCE
Bank") use. In  addition,  $615  million of Ford credit lines may be used by FCE
Bank at Ford's  option.  The lines have various  maturity dates through June 30,
2003 and may be used,  at FCE Bank's  option,  by any of its direct or  indirect
majority-owned subsidiaries. Any such borrowings will be guaranteed by FCE Bank.



<PAGE>


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 11.  INCOME TAXES

         The provision for income taxes was estimated as follows:
<TABLE>
<CAPTION>

                                                                                       1998          1997         1996
                                                                                       ----          ----         ----
                                                                                                 (in millions)
<S>                                                                                <C>            <C>           <C>    

Currently payable/(refundable)
 U.S. federal                                                                       $     15.9    $    572.1    $   (501.7)
 Foreign                                                                                 264.3         231.9         138.1
 State and local                                                                             -          15.3         (10.4)
                                                                                    ----------    ----------    ----------
  Total currently payable/(refundable)                                                   280.2         819.3        (374.0)

Deferred tax (benefit)/liability
 U.S. federal                                                                            390.5        (136.3)      1,050.3
 Foreign                                                                                 (37.8)         32.8          56.2
 State and local                                                                          47.3          11.0          (0.9) 
                                                                                    ----------    ----------    ----------       
  Total deferred                                                                         400.0         (92.5)      1,105.6
                                                                                    ----------    ----------    ----------
  Total provision                                                                   $    680.2    $    726.8    $    731.6
                                                                                    ==========    ==========    ==========

         A  reconciliation  of the provision for income taxes as a percentage of
income  before  income  taxes,  excluding  equity in net  income  of  affiliated
companies  and  minority  interest  in net income of a joint  venture,  with the
United States statutory tax rate for the last three years is shown below:
                                                                                       1998           1997          1996
                                                                                       ----           ----          ----
U.S. statutory tax rate                                                                35.0%          35.0%         35.0%
Effect of (in percentage points)
  Taxes attributable to foreign source income                                           0.6            3.7           1.5
  State and local income taxes                                                          1.7            1.7           1.5
  Investment income not subject to tax or subject to tax at reduced rates              (0.2)          (0.2)         (0.9)
  Rate adjustments on deferred taxes                                                      -           (0.7)         (1.9)
  Other                                                                                 0.5            0.8          (1.4)  
                                                                                       ----           ----          ---- 
    Effective tax rate                                                                 37.6%          40.3%         33.8% 
                                                                                       ====           ====          ====
</TABLE>

<PAGE>

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 11.  INCOME TAXES - Continued

         Deferred  income taxes  reflect the  estimated  tax effect of temporary
differences  between the bases of assets and liabilities for financial reporting
purposes  and  those  amounts  as  measured  by tax  laws and  regulations.  The
components of deferred  income tax assets and liabilities as of December 31 were
as follows:

<TABLE>
<CAPTION>
                                                                                                1998           1997
                                                                                                ----           ----
                                                                                                   (in millions)
<S>                                                                                           <C>            <C>    

Deferred Tax Liabilities
 Leasing transactions                                                                         $ 4,627.9      $ 3,560.3
 Finance receivables                                                                              526.5          225.5
 Purchased tax benefits                                                                           301.5          293.0
 Sales of receivables                                                                             118.9           87.6
 Other                                                                                            173.8          272.3
                                                                                             ----------     ----------
  Total deferred tax liabilities                                                                5,748.6        4,438.7

Deferred Tax Assets
 Provision for credit losses                                                                      955.6          749.9
 Net operating losses and foreign tax credits                                                     833.4          234.5
 Alternative minimum tax                                                                          298.0          289.9
 Employee benefit plans                                                                           131.0          120.6
 Other                                                                                            372.9          311.6
                                                                                             ----------     ----------
  Total deferred tax assets                                                                     2,590.9        1,706.5
                                                                                             ----------     ----------
   Net deferred tax liabilities                                                              $  3,157.7     $  2,732.2
                                                                                             ==========     ==========
</TABLE>

<PAGE>


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 12.  Postretirement Health Care and Life Insurance Benefits

         Ford Credit and certain of its  subsidiaries  provide  selected  health
care and life  insurance  benefits for retired  employees  under  unfunded plans
sponsored  by Ford and  certain of its  subsidiaries.  Ford  Credit's  U.S.  and
Canadian  employees may become  eligible for those benefits if they retire while
working for Ford Credit; however, benefits and eligibility rules may be modified
from time to time. The estimated cost for postretirement health care benefits is
accrued on an actuarially determined basis.

         Increasing  the assumed  health care cost trend rate by one  percentage
point  is  estimated  to  increase  the  aggregate  service  and  interest  cost
components of net  postretirement  benefit expense for 1998 by  approximately $5
million and the accumulated  postretirement  benefit  obligation at December 31,
1998 by  approximately  $50 million.  A decrease of one  percentage  point would
reduce  service and interest cost by approximately $4 million and decrease the 
December 31, 1998 postretirement benefit obligation by approximately $39 
million.

          Net postretirement  benefit expense was as follows for the years ended
December 31:
<TABLE>
<CAPTION>

                                                                            1998            1997            1996
                                                                         ------------    ------------    ------------
Costs Recognized in Income                                                              (in millions)
<S>                                                                      <C>             <C>             <C>

  Service cost                                                           $        9.7    $        7.8    $        8.3
  Interest cost                                                                  16.4            14.6            14.4
  Curtailments                                                                    1.5               -               -
  Amortization of prior service cost                                             (0.2)           (0.2)           (0.3)
  Amortization of losses/(gains)                                                  0.1               -            (1.4)
                                                                         ------------    ------------    ------------
    Net postretirement benefit expense                                   $       27.5    $       22.2    $       21.0
                                                                         ============    ============    ============
Discount rate for expense                                                         7.0%            7.5%            7.3%
Initial health care cost trend rate                                               6.6%            6.6%            9.5%
Ultimate health care cost trend rate                                              5.0%            5.0%            5.5%
Number of years to ultimate trend rate                                           10              10              10

          The year-end status of these plans was as follows at December 31:

                                                                              1998             1997
                                                                         -------------    -------------
Change in Benefit Obligation                                                     (in millions)
   Benefit obligation at January 1                                       $       239.4    $       210.7
      Service cost                                                                 9.7              7.8
      Interest cost                                                               16.4             14.6
      Sale of Ford New Holland Credit Company                                        -             (5.3)
      Curtailments                                                                 1.5                -
      Benefits paid                                                               (6.3)            (5.7)
      Actuarial loss                                                              40.0             17.3
                                                                         -------------    -------------    
   Benefit obligation at December 31                                     $       300.7    $       239.4
                                                                         =============    =============
Funded Status of the Plan
   Benefit obligation                                                    $      (300.7)   $      (239.4)
   Unamortized prior service cost                                                 (1.0)            (1.2)
   Unamortized net losses/(gains)                                                 25.4            (14.6)
                                                                         -------------    -------------
       Net amount recognized                                             $      (276.3)   $      (255.2)
                                                                         =============    =============
Amounts Recognized in the Balance Sheet consist of:
   Accrued liabilities                                                   $      (276.3)   $      (255.2)
                                                                         =============    =============
Assumptions as of December 31
   Discount rate                                                                   6.5%             7.0%
   Initial health care cost trend rate                                             7.0%             6.6%
   Ultimate health care cost trend rate                                            5.0%             5.0%
   Number of years to ultimate trend rate                                          9               10

</TABLE>

<PAGE>


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 13.  TRANSACTIONS WITH AFFILIATED COMPANIES

         An  agreement  with Ford  provides  for payments by Ford to Ford Credit
that would  maintain Ford Credit's  consolidated  income before income taxes and
net income at specified  minimum  levels.  No payments were  required  under the
agreement during 1998, 1997, or 1996.

         Ford Credit and its subsidiaries,  from time to time, purchase accounts
receivable of certain  divisions and  subsidiaries  of Ford.  The amount of such
receivables  outstanding was $3,887.4  million at December 31, 1998 and $3,664.4
million at December 31, 1997.  Agreements  with Ford and other  affiliates  also
provide for payments to Ford Credit for interest  supplements  and other support
costs on certain  financing and leasing  transactions.  Amounts  included in the
income statement for these and other  transactions with Ford were as follows (in
millions):  1998 - $2,395.2;  1997 - $1,778.5;  1996 - $1,432.7. Ford Credit and
its subsidiaries  purchase from Ford and affiliates  certain vehicles which were
previously acquired by Ford principally from its fleet and rental car customers.
The fair values of these  vehicles  held for resale and included in other assets
at December 31 were as follows (in  millions):  1998 - $862.8;  1997 - $1,089.5.
Ford Credit  also has  entered  into a  sale-leaseback  agreement  with Ford for
vehicles leased to employees of Ford and its subsidiaries. The net investment in
these  vehicles  included in operating  leases at December 31 was as follows (in
millions): 1998 - $796.9; 1997 - $731.2.

         Ford Credit and Ford revised their  intercompany tax sharing  agreement
in 1997 effective for years ended after December 31, 1994.  Ford Credit recorded
a deferred tax asset for amounts due from Ford under the revised agreement. Ford
compensates  Ford Credit for the  temporary  use of these  funds.  The  interest
income earned and included in income was as follows (in millions): 1998 - $49.9;
1997 - $41.6; 1996 - $0.

         Ford Credit holds a promissory note from Ford Holdings, Inc. for $1,517
million which is classified against stockholder's equity.  Interest income 
earned on the promissory note was as follows (in millions): 1998 - $88.5; 
1997 - $91.6; 1996 - $93.5.

         Ford Credit and its subsidiaries  receive technical and  administrative
advice  and  services  from  Ford  and its  subsidiaries,  occupy  office  space
furnished by Ford and its  subsidiaries  and utilize data processing  facilities
maintained by Ford.  Payments to Ford and its  subsidiaries  for such advice and
services are charged to operating expenses and were as follows (in millions):
1998 - $130.6; 1997 - $120.7; 1996 - $113.9.

         Retirement  benefits  are  provided  under  defined  benefit  plans for
employees of Ford Credit and its  subsidiaries  in the United States by the Ford
General Retirement Plan and for employees of the foreign subsidiaries in Europe,
Australia,  and  Canada  by  the  respective  Ford  retirement  plans.  Employee
retirement  plan costs allocated to Ford Credit and its  subsidiaries  from Ford
and charged to operating  expenses were as follows (in millions):  1998 - $16.9;
1997 - $13.6; 1996 - $16.6.

         Earned premiums reinsured to a Ford-owned affiliate were as follows (in
millions):  1998 - $53.0; 1997 - $1.5; 1996 - $0.  Loss and loss adjustment 
expense recoveries from the same  affiliate  were as follows (in  millions):  
1998 - $29.4;  1997 - $0.6; 1996 - $0.




<PAGE>




                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 14.  LITIGATION AND CLAIMS

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

         Litigation is subject to many uncertainties,  the outcome of individual
litigated  matters  is not  predictable  with  assurance  and  it is  reasonably
possible that some of the foregoing matters could be decided unfavorably to Ford
Credit or the subsidiary involved.  Although the amount of liability at December
31,  1998 with  respect to these  matters  cannot be  ascertained,  Ford  Credit
believes  that  any  resulting   liability  should  not  materially  affect  the
consolidated  financial position or results of operations of Ford Credit and its
subsidiaries.




<PAGE>


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 15.  FINANCIAL INSTRUMENTS

Book and Estimated Fair Value of Financial Instruments

         The estimated fair value of financial  instruments  held by Ford Credit
and its  subsidiaries  at  December  31, and the  valuation  techniques  used to
estimate the fair value, were as follows:
<TABLE> 
<CAPTION>


                                                                     1998                             1997
                                                          ---------------------------      ----------------------------
                                                                           Estimated                         Estimated
                                                             Book             Fair            Book              Fair
                                                             Value            Value           Value             Value
                                                          -----------     -----------      -----------      -----------
Assets                                                                           (in millions)
<S>                                                       <C>             <C>              <C>              <C> 

 Cash and cash equivalents                                $     780.8     $     780.8      $     689.5      $     689.5 
 Investments in securities                                      725.8           726.2            887.9            888.2
 Finance receivables, net                                    88,838.6        88,712.5         75,971.9         75,475.1
 Retained interest in securitized assets                      1,256.3         1,256.3            998.6            998.6

Liabilities
 Debt payable within one year                             $  63,322.4     $  63,386.3      $  55,780.4      $  55,780.4
 Debt payable after one year                                 51,644.9        53,095.7         44,944.6         45,828.2

Derivative Contracts:
 Foreign exchange instruments
  Contracts with unrealized gains                         $     161.1     $     433.8      $      64.8      $     115.9
  Contracts with unrealized losses                             (506.7)         (363.2)          (814.3)          (898.4)
 Interest rate instruments
  Contracts with unrealized gains                               104.3           935.1             80.6            546.9 
  Contracts with unrealized losses                             (107.7)         (243.3)           (70.9)          (159.9)     
</TABLE>

         Cash and Cash  Equivalents.  The book  value  approximates  fair  value
because of the short maturity of these instruments.

         Investments in  Securities.  The estimated fair value of investments in
marketable equity and debt securities are estimated based on market prices. Book
value of investments in non-marketable equity securities approximate fair value.

         Finance  Receivables,  Net. The fair value of substantially all finance
receivables  is  estimated by  discounting  future cash flows using an estimated
discount rate which  reflects the current  credit,  interest rate and prepayment
risks  associated with similar types of instruments.  For receivables with short
maturities, the book values approximate fair values. Certain leases are excluded
from the fair market valuation of finance receivables.

         Retained  Interest in  Securitized  Assets.  The fair value of interest
only strips are  recorded at the present  value of actual and  estimated  future
cash flows discounted at rates  commensurate  with this type of instrument.  The
fair value of  subordinated  certificates  are estimated based on market prices.
Book value of restricted cash and allowance for credit losses  approximates fair
value.

         Debt Payable  Within One Year.  For maturities of 3 months or less, the
book value  approximates  fair value  because of the short  maturities  of these
instruments.  For  maturities  greater than 3 months to one year,  fair value is
estimated  based on quoted  market prices or current rates for similar debt with
the same maturities.

         Debt  Payable  After One Year.  The fair  value is  estimated  based on
quoted market  prices or current rates for similar debt with the same  remaining
maturities.


<PAGE>


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 15.  FINANCIAL INSTRUMENTS - Continued

Financial Instruments with Off-Balance-Sheet Risk

         The following sections describe the various off-balance-sheet financial
instruments that Ford Credit and its  subsidiaries  held as of December 31, 1998
and 1997.  Also included is a brief  discussion  of the estimated  fair value of
those  contracts  and certain  risks  associated  with holding  those  contracts
through maturity.

         Foreign   Exchange   Instruments.   Ford  Credit  and  certain  of  its
subsidiaries  have entered into foreign currency swap and forward  agreements to
manage exposure to foreign exchange rate fluctuations.  At December 31, 1998 and
1997, the total notional amount of Ford Credit's  foreign  exchange  instruments
outstanding was $14.5 billion and $12.5 billion, respectively.  These agreements
hedge  principal and interest  payments on debt issues that are  denominated  in
foreign  currencies.  The fair value of these foreign  exchange  agreements  was
estimated using current market interest and foreign exchange rates.

         Interest Rate Instruments.  Ford Credit and certain of its subsidiaries
have entered into interest  rate  instrument  agreements  to manage  exposure to
fluctuations in interest rates. The underlying  notional amount of interest rate
instruments was $97.3 billion at December 31, 1998 and $86.6 billion at December
31, 1997, respectively.

         The  differential  paid or received on interest rate swap agreements is
recognized on an accrual basis as an  adjustment to interest  expense.  The book
value of an interest rate swap agreement represents the differential  receivable
or payable with a swap counterparty since the last settlement date.

         The fair value of an interest  rate swap is the  estimated  amount Ford
Credit  would  receive  or pay to  terminate  the  agreement.  The fair value is
calculated  using  current  market rates for similar  instruments  with the same
remaining  maturities.  Unrealized  gains and losses  are netted for  individual
counterparties where legally permissible.

Counterparty Credit Risk

         Ford Credit manages its foreign currency and interest rate counterparty
credit risks by limiting  exposure and by monitoring the financial  condition of
counterparties.  The  amount  of  exposure  Ford  Credit  may  have to a  single
counterparty on a worldwide basis is limited by company policy.  In the unlikely
event that a  counterparty  fails to meet the terms of a foreign  currency or an
interest rate instrument, risk is limited to the fair value of the instrument.

Concentrations

         The business of Ford Credit is substantially  dependent upon Ford Motor
Company.  Any protracted reduction or suspension of Ford's production or sale of
vehicles,  resulting  from a decline in demand,  a work  stoppage,  governmental
action,  adverse  publicity,  or other event,  could have a substantial  adverse
effect on Ford Credit.

         The majority of Ford Credit's  finance  receivables are  geographically
diversified   through  the  United  States.   Foreign  finance  receivables  are
concentrated in Europe,  Canada, and Australia.  Ford Credit controls its credit
risk  through  credit  standards,  limits  on  exposure  and by  monitoring  the
financial  condition  of  other  parties.  TARIC  has  credit  risk  related  to
receivables from reinsurers which are collateralized by trust funds,  letters of
credit, or custodial accounts.

<PAGE>

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued
NOTE 16.  STOCK OPTIONS

         Ford Credit  employees  participate  in the stock option plans of Ford.
Ford Credit has stock options  outstanding  under Ford's 1985 Stock Option Plan,
the 1990 Long-Term Incentive Plan, and the 1998 Long-Term Incentive Plan. Grants
may be made under the 1998 Plan  through  April  2008.  Options  granted in 1997
under the 1990 Plan and options  granted under the 1998 Plan become  exercisable
33% after one year from the date of grant, 66% after two years and in full after
three years. In general, options granted under the 1985 Plan and options granted
prior to 1997 under the 1990 Plan become exercisable 25% after one year from the
date of grant, 50% after two years, 75% after three years and in full after four
years. Options under all Plans expire after 10 years.

         Information  concerning  stock options for Ford Credit's  employees for
the years ended December 31 was as follows (shares in thousands):
<TABLE>
<CAPTION>


                                                        1998                        1997                         1996
                                              -------------------------    ------------------------    -------------------------
                                                             Weighted-                   Weighted-                     Weighted-
                                                             Average                     Average                       Average
                                                             Exercise                    Exercise                      Exercise
Shares Subject to Option                      Shares         Price         Shares        Price          Shares         Price
                                              -------        -------       -------       -------        -------        -------
<S>                                             <C>          <C>             <C>         <C>              <C>          <C>

Outstanding at beginning of period              2,419        $ 28.44         2,446       $ 26.93          2,267        $ 25.22
New grants (based on fair value of                                                                                    
  common stock at dates of grant)                 912          41.28           430         32.05            423          32.69
Associates adjustment *                         1,057                            -                            -
Transferred into Ford Credit                      331          21.26             -                            -
Exercised **                                   (1,005)         45.13          (404)        23.19           (190)         20.32
Transferred out of Ford Credit                   (492)         20.47             -                            -
Surrendered upon exercise of stock
  appreciation rights                               -                          (53)        22.44            (40)         23.03
Terminated and expired                            (22)         37.82             -                          (14)         31.14
                                              -------                      -------                      -------                  

Outstanding at end of period                    3,200          26.39         2,419         28.44          2,446          26.93
Outstanding but not exercisable                (1,721)                      (1,078)                      (1,021)       
                                              -------                      -------                      -------
  Exercisable at end of period                  1,479          19.58         1,341         25.85          1,425          23.61
                                              =======                      =======                      =======
</TABLE>

* Outstanding  stock options and related  exercise prices were adjusted to
preserve the intrinsic  value of options as a result of The Associates  spin-off
in l998. 

** Exercised at option  prices  ranging from $20.06 to $61.13 during 1998, 
$15.00 to $32.69 during 1997 and $13.42 to $29.06 during 1996.


<PAGE>


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 16.  STOCK OPTIONS - Continued

         The  estimated  fair  value as of date of grant of  options  granted in
1998,  1997 and 1996,  using the  Black-Scholes  option-pricing  model,  was as
follows:
<TABLE> 
<CAPTION>
                                                                                       1998         1997        1996
                                                                                       ----         ----        ----
<S>                                                                                   <C>           <C>         <C>
Estimated fair value per share of options granted during the year                     $9.25         $5.76       $6.93

Assumptions:
  Annualized dividend yield                                                            4.1%          4.8%        4.3%
  Common stock price volatility                                                       28.1%         22.1%       25.2%
  Risk-free rate of return                                                             5.7%          6.7%        6.2%
  Expected option term (in years)                                                      5             5           5

</TABLE>


         Ford  Credit measures compensation cost using the intrinsic value
method.  Accordingly, no compensation cost for stock options has been 
recognized.  If compensation cost had been determined based on the estimated  
fair value of options  granted since 1995, the pro forma effects on Ford 
Credit's net income would not have been material.

<PAGE>

                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 17. SEGMENT INFORMATION

         Ford Credit adopted Statement of Financial  Accounting Standard No. 131
("SFAS  131"),   "Disclosures  about  Segments  of  an  Enterprise  and  Related
Information,"  effective with year end 1998. SFAS 131 establishes  standards for
reporting  information about operating  segments in annual financial  statements
and requires  that  enterprises  report  selected  information  about  operating
segments in interim financial reports. It also establishes standards for related
disclosures about products and services, geographic areas, and major customers.

         Ford Credit's  reportable  operating segments include Ford Credit North
America, Ford Credit International, and Personal Financial Services. Ford Credit
North  America   consists  of  the  United   States  and  Canada.   Ford  Credit
International  consists  of all other  countries.  Personal  Financial  Services
consists of insurance operations and new business ventures.

         Financial  results  for Ford  Credit's  operating  segments  have  been
prepared using a management  approach which included certain  securitized assets
not included in Ford Credit's  balance sheet.  This is consistent with the basis
and  manner  in  which  Ford  Credit  management  internally  reviews  financial
information  for  the  purposes  of  assisting  in  making  internal   operating
decisions. Results were as follows (in millions):
<TABLE> 
<CAPTION>



                                    Ford
                                    Credit        Ford           Personal                        Ford Credit
                                    North         Credit         Financial   Eliminations/       Financial
1998                                America       International  Services    Reclassifications   Statements
- ----                             ------------   ---------------  --------    -----------------  ------------
<S>                              <C>            <C>              <C>         <C>               <C>

 Revenue                         $   16,220.5   $   3,542.4      $  427.1    $    (887.5)       $   19,302.5       


 Income
 Income before income taxes           1,128.0         545.3          77.0           61.9             1,812.2
 Net income                             729.4         315.3          49.9          (10.4)            1,084.2

 Other disclosures
  Depreciation on operating      
    leases                            6,922.4         537.4             -         (132.4)            7,327.4
  Interest expense                    6,042.1       1,646.7             -         (778.4)            6,910.4
  Provision for income taxes            398.6         230.0          27.1           24.5               680.2
  Finance receivables
   (including net investment
    operating leases)*              117,424.6      28,361.6             -      (15,278.1)          130,508.1       

 Total assets                       115,469.3      29,818.2       1,364.5       (9,404.2)          137,247.8


</TABLE>

* Ford Credit managed receivables exclude allowance for credit losses




<PAGE>


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 17. SEGMENT INFORMATION - Continued
<TABLE>
<CAPTION>

                                    Ford
                                    Credit        Ford             Personal                            Ford Credit
                                    North         Credit           Financial       Eliminations/       Financial
1997                                America       International    Services        Reclassifications   Statements
- ----                               ------------   ---------------  --------        -----------------  ------------
<S>                                <C>            <C>              <C>             <C>              <C>

Revenue                            $   15,304.7   $  3,238.9       $    476.5      $  (1,675.0)     $  17,345.1

Income
Income before income taxes              1,143.0        520.0            152.0             (9.0)         1,806.0
Net income                                697.5        285.1             95.1            (46.9)         1,030.8

Other disclosures
 Depreciation on operating                                       
   leases                               6,213.8        534.2                -           (559.8)         6,188.2
 Interest expense                       5,650.8      1,398.6                -           (781.2)         6,268.2
 Provision for income taxes               445.5        234.9             56.9            (10.5)           726.8
 Finance receivables
   (including net investment
    operating leases)*                107,859.7     25,165.5                -        (16,966.6)       116,058.6
Total assets                          105,508.4     26,649.3          1,021.3        (11,205.7)       121,973.3

1996
- ----
Revenue                            $   14,417.1   $  2,919.0      $     295.2      $    (925.8)     $  16,705.5

Income
Income before income taxes              1,601.4        488.0             35.6            115.2          2,240.2
Net income                              1,038.4        290.9             23.7             87.6          1,440.6

Other disclosures
 Depreciation on operating                                       
   leases                               5,412.1        319.1                -           (193.6)         5,537.6
 Interest expense                       5,298.3      1,376.8                -           (415.4)         6,259.7
 Provision for income taxes               583.9        192.3             11.9            (56.5)           731.6
 Finance receivables
   (including net investment
    operating leases) *                98,495.9     25,495.4                -        (12,498.1)       111,493.2
Total assets                           98,865.7     26,403.4            751.0         (4,323.7)       121,696.4

</TABLE>

* Ford Credit managed receivables exclude allowance for credit losses


<PAGE>


                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 17. SEGMENT INFORMATION - Continued

         Total  revenue,   income  before  income  taxes,  net  income,  finance
receivables,  and assets  identifiable  with United  States,  Europe,  and other
foreign operations were as follows:
<TABLE> 
<CAPTION>


                                                                           1998             1997             1996
                                                                           ----             ----             ----
Revenue                                                                                (in millions)
<S>                                                                    <C>               <C>              <C>

 United States operations                                              $   14,396.8      $  13,912.5      $   13,214.9
 European operations                                                        2,314.4          1,916.8           2,137.2
 Other foreign operations                                                   2,591.3          1,515.8           1,353.4
                                                                       ------------      -----------      ------------
  Total revenue                                                        $   19,302.5      $  17,345.1      $   16,705.5
                                                                       ============      ===========      ============
Income before income taxes
 United States operations                                              $    1,292.4      $   1,245.8      $    1,717.6
 European operations                                                          431.7            383.5             358.1
 Other foreign operations                                                      88.1            176.7             164.5
                                                                       ------------      -----------      ------------
  Total income before income taxes                                     $    1,812.2      $   1,806.0      $    2,240.2
                                                                       ============      ===========      ============
Net income
 United States operations                                              $      791.8      $     736.4      $    1,124.7
 European operations                                                          246.1            207.5             221.3
 Other foreign operations                                                      46.3             86.9              94.6
                                                                       ------------      -----------      ------------
  Total net income                                                     $    1,084.2      $   1,030.8      $    1,440.6
                                                                       ============      ===========      ============

Finance receivables at December 31 (including net investment
operating leases)
 United States operations                                              $   94,945.4      $  87,721.2      $   82,225.0
 European operations                                                       21,588.7         17,148.1          18,100.0
 Other foreign operations                                                  13,974.0         11,189.3          11,168.2
                                                                       ------------      -----------      ------------
  Total finance receivables                                            $  130,508.1      $ 116,058.6      $  111,493.2
                                                                       ============      ===========      ============
Assets at December 31
 United States operations                                              $   99,991.8      $  92,457.2      $   93,234.5
 European operations                                                       22,473.0         17,867.7          18,743.9
 Other foreign operations                                                  14,783.0         11,648.4           9,718.0
                                                                       ------------      -----------      ------------
  Total assets                                                         $  137,247.8      $ 121,973.3      $  121,696.4
                                                                       ============      ===========      ============
</TABLE>

<PAGE>
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 18. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

         Selected financial data by calendar quarter were as follows:
<TABLE>
<CAPTION>

                                              First          Second          Third          Fourth           Full
                                              Quarter        Quarter         Quarter        Quarter          Year
                                             ---------      ---------       ---------      ---------      ----------
                                                                         (in millions)
<S>                                          <C>            <C>             <C>            <C>            <C>
1998
- ----
Total financing revenue                      $ 4,208.7      $ 4,494.2       $ 4,337.1      $ 4,850.3      $ 17,890.3
Depreciation on operating leases               1,682.0        1,841.2         1,791.7        2,012.5         7,327.4
Interest expense                               1,610.5        1,691.0         1,662.0        1,946.9         6,910.4
Total financing margin and revenue             1,266.0        1,318.9         1,221.3        1,258.5         5,064.7
Provision for credit losses                      321.5          270.5           290.2          297.3         1,179.5
 Net income                                      277.8          299.8           272.4          234.2         1,084.2

1997
- ----
Total financing revenue                      $ 3,929.8      $ 3,955.6       $ 4,149.0      $ 4,067.5      $ 16,101.9
Depreciation on operating leases               1,445.5        1,467.8         1,624.1        1,650.8         6,188.2
Interest expense                               1,559.0        1,565.8         1,551.8        1,591.6         6,268.2
Total financing margin and revenue             1,238.5        1,219.7         1,234.4        1,196.1         4,888.7
Provision for credit losses                      355.7          296.4           370.1          316.0         1,338.2
 Net income                                      275.9          279.0           257.7          218.2         1,030.8

</TABLE>

<PAGE>


<TABLE>
<CAPTION>


                                  Exhibit 12-A
                   FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
                CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                  (in millions)



                                                                             For the Years Ended December 31
                                                          ----------------------------------------------------------------------
                                                              1998          1997           1996          1995           1994
                                                              ----          ----           ----          ----           ----
<S>                                                       <C>            <C>            <C>           <C>            <C>        

Fixed Charges
Interest expense                                          $   6,910.4    $   6,268.2    $   6,235.7   $   5,987.8    $   4,226.3
Rents                                                            26.4           26.2           22.2          19.5           16.9
                                                          -----------    -----------    -----------   -----------    -----------
 Total fixed charges                                          6,936.8        6,294.4        6,257.9       6,007.3        4,243.2

Earnings
Income before income taxes                                    1,812.2        1,806.0        2,240.2       2,327.8        2,335.5
Less equity in net income from affiliated companies               2.3            1.0           55.3         255.4          232.5
Less minority interests in net income of subsidiaries            47.8           48.4           68.0          65.5           59.3
                                                          -----------    -----------    -----------   -----------    -----------
Earnings before fixed charges                             $   8,698.9    $   8,051.0    $   8,374.8   $   8,014.2    $   6,286.9
                                                          ===========    ===========    ===========   ===========    ===========
Ratio of earnings to fixed charges                                1.3            1.3            1.3           1.3            1.5 

                                                          ===========    ===========    ===========   ===========    ===========

</TABLE>

For  purposes of the Ford Credit  ratio,  earnings  consist of income  taxes and
fixed charges.  Income before income taxes of Ford Credit includes the equity in
net income of all unconsolidated affiliates and minority interests in net income
of   subsidiaries.   Fixed  charges  consist  of  interest  on  borrowed  funds,
amortization of debt discount,  premium,  and issuance expense, and one-third of
all  rental  expense  (the  proportion  deemed  representative  of the  interest
factor.)






                                                      EXHIBIT 99.2
Global News, The American Road, P.O. Box 1899, Dearborn, MI  48121-1899
Telephone: 313-322-9600; Fax:  313-845-0570
E-Mail: [email protected]; Internet: http://media.ford.com

Contact:  Media Inquiries          Securities Analysts     Shareholder Inquiries
          Jim Cain                 Mike Holland            (800) 555-5259 or
          313-322-3428             313-323-8221            (313) 845-8540


FORD EARNS $6.6 BILLION BEFORE CHARGES IN 1998, UP 10 PERCENT
Momentum Continues with 11th Consecutive Quarter of Improved Operating Earnings

DEARBORN, January 21, 1999 -- Ford Motor Company [NYSE: F] earned $5,939 million
in 1998, or $4.72 per diluted common and Class B share, excluding earnings from
The Associates [NYSE: AFS] and the gain that resulted from Ford's spin-off of
that company. Excluding these and other one-time factors, Ford's operating
earnings were $6,570 million, up $582 million, or 10 percent on a comparable
basis; earnings per share were $5.30 per share, up $0.44 per share.

"The transformation of Ford continued to gain momentum in 1998," said Jacques
Nasser, president and chief executive officer. "Our quality is the best it has
ever been, we improved our operating efficiency and our products continue to be
well received by customers. As a result, we were able to achieve our eleventh
consecutive quarter of improved operating earnings.

"We delivered a total return to investors of 89 percent, which placed the
performance of Ford stock in the top quartile of S&P 500 companies for the
second year in a row," Nasser added. "Maintaining this level of performance for
shareholders over time is one of our financial milestones. To continue to
deliver, we know we must increase our consumer focus, strengthen our brands,
provide the best total value to consumers, develop leaders at all levels of the
company and be responsible in corporate citizenship."

Ford's 1998 operating earnings of $6,570 million exclude previously announced
one-time charges for employee separation programs and asset write-downs totaling
$631 million ($0.51 per share), earnings from The Associates of $177 million
($0.14 per share), the one-time gain resulting from The Associates spin-off of
$15,955 million ($12.90 per share) and a one-time earnings per share reduction
($0.07) for the premium paid to repurchase Ford's Series B preferred stock.

<PAGE>
                                        -2-

Ford's reported 1997 earnings were $6,920 million ($5.62 per share). Comparable
1997 operating results were $5,988 million ($4.86 per share). This excludes
Ford's share of earnings of The Associates, which were $832 million ($0.68 per
share), and a net gain of $100 million ($0.08 per share) for one-time actions.

FOURTH QUARTER 1998

Ford reported earnings of $1,043 million ($0.84 per share) in the fourth quarter
of 1998. Excluding one-time charges, Ford earned $1,674 million ($1.35 per
share) -- Ford's eleventh consecutive quarter of year-over-year operating
improvement. Net income for the fourth quarter of 1997, excluding The
Associates, was $1,572 million ($1.27 per share).

AUTOMOTIVE OPERATIONS

Reported full-year 1998 earnings from automotive operations were $4,752 million.
Excluding one-time charges, earnings were $5,377 million, up $494 million.
Ford's reported automotive after-tax return on sales (ROS) was 4 percent in
1998. Excluding one-time charges, ROS was 4.6 percent, up 0.6 points.

For the full-year, total costs were down $2.2 billion at constant volume and
mix. This exceeded Ford's full-year milestone, which was to lower total costs by
$1 billion.

Reported net income from automotive operations in the fourth quarter of 1998 was
$820 million. Excluding one-time charges, earnings were $1,445 million, up
$104 million. Reported ROS was 2.6 percent in the fourth quarter of 1998.
Excluding one-time charges, ROS was 4.5 percent, up 0.3 points.

North America: Reported full-year 1998 automotive earnings in North America were
$4,612 million. Excluding one-time charges of $363 million, earnings were
$4,975 million, up $416 million. Reported full-year ROS was 5.3 percent. Ford's
full-year 1998 milestone was to earn a 5 percent ROS in North America. Excluding
charges, ROS was 5.8 percent, up 0.6 points.

The earnings improvement for the full year was driven by improved quality, lower
costs and favorable product mix, offset partially by higher marketing costs and
the fourth quarter charges.

<PAGE>
                                        -3-

Reported fourth quarter 1998 automotive earnings in North America were
$1,047 million. Excluding one-time charges, earnings were $1,410 million, up
$57 million. Reported ROS in North America was 4.5 percent. Excluding charges,
ROS was 6.0 percent, up 0.1 points.

"In 1998, Ford posted its best retail sales in the United States in 20 years,
and all-time U.S. sales records at Ford Division and Jaguar," Nasser said. "Our
outlook for 1999 is for another strong U.S. market. We expect industry volumes
will range between 15 million and 15.5 million units, the sixth year in a row of
industry volumes greater than 15 million units."

Europe: Reported full-year earnings for Europe in 1998 were $193 million.
Excluding charges of $137 million, earnings were $330 million, up $13 million.
Ford's 1998 full-year milestone was to be profitable. Ford's 1999 full-year
milestone for Europe is to grow earnings.

Ford reported a loss of $74 million in the fourth quarter of 1998. Excluding
charges, Ford earned $63 million, down $95 million from a year ago. The decline
in fourth quarter earnings reflects lower volumes, lower export sales and launch
costs for the Ford Focus, offset partially by cost reductions.

"We are determined to improve our results in Europe by continuing to lower our
costs, improve our quality and grow the business with new vehicles such as the
Ford Focus," said Nasser. "The Focus, which is now in production, has received
numerous accolades for its styling, packaging, value and driving dynamics, and
was named European Car of the Year."

South America: Reported full-year 1998 results in South America were a loss of
$226 million. Excluding charges of $81 million, full-year automotive results
were a loss of $145 million, down $185 million. Ford disclosed in the third
quarter that it did not expect to achieve its milestone of breaking even in
South America in 1998 as a result of significantly lower volumes. In Brazil,
Ford's largest market in the region, industry volumes in 1998 were down about
20 percent from 1997.

In the fourth quarter of 1998, Ford reported a loss of $151 million in South
America. Excluding charges, Ford lost $70 million, up $1 million from the prior
year.

<PAGE>
                                        -4-

"Economic and market conditions in Brazil continue to be difficult," Nasser
said. "For 1999, we have established a milestone of improving our operating
results in South America, but we are not expecting to be profitable there."

Visteon: The earnings of Visteon Automotive Systems, Ford's automotive
components enterprise, are included in the company's automotive results. In
1998, Visteon reported earnings of $712 million, up $194 million, or 37 percent,
from 1997. In the fourth quarter of 1998, Visteon earned $132 million, compared
with $48 million a year ago. Visteon's milestone for 1999 is to grow its
earnings and obtain $2 billion in new business.

FORD CREDIT

Reported earnings in 1998 were $1,084 million, up $53 million or 5 percent,
which was below the 1998 milestone of achieving 10 percent earnings growth.
Excluding charges of $6 million, earnings were $1,090 million, up $59 million.
The increase in full-year earnings reflects improved credit loss performance,
lower taxes and higher financing volumes, offset partially by higher
depreciation expense on leased vehicles.

In the fourth quarter of 1998, Ford Credit reported earnings of $234 million,
up 7 percent. Excluding charges, earnings were $240 million, up $22 million
or 10 percent.

"We believe Ford Credit can improve on the earnings momentum it showed in the
fourth quarter and achieve its 1999 full-year milestone of 10 percent earnings
growth," Nasser said.

HERTZ

The Hertz Corporation [NYSE: HRZ] reported its fifth consecutive year of record
earnings and seventh consecutive year of increased earnings. Net income was
$277 million in 1998, up 37 percent, compared with earnings of $202 million in
1997.  Ford's share of Hertz' 1998 earnings was $224 million.

In the fourth quarter of 1998, Hertz earned a record $48 million, up 37 percent
compared with earnings of $35 million in the same period a year ago. Ford's
share of Hertz' fourth quarter 1998 earnings was $39 million. The Hertz
1999 full-year milestone is for the company to deliver record earnings.


                                       # # #

<PAGE>
<TABLE>
<CAPTION>
                                        Ford Motor Company and Subsidiaries

                                                    HIGHLIGHTS
                                                    ----------
                                                                 Fourth Quarter                           Full Year
                                                            ----------------------------          ---------------------------
                                                               1998            1997                  1998            1997
                                                            ------------    ------------          ------------   ------------
                                                                   (unaudited)
<S>                                                         <C>             <C>                   <C>            <C>
Worldwide vehicle unit sales of
 cars and trucks (in thousands)
- - North America                                                 1,197           1,118                4,370           4,432
- - Outside North America                                           617             673                2.453           2,515
                                                                -----           -----                -----           -----
    Total                                                       1,814           1,791                6,823           6,947
                                                                =====           =====                =====           =====

Sales and revenues (in millions)
- - Automotive                                                  $32,204         $31,897             $119,083        $122,935
- - Financial Services                                            5,699           8,055               25,333          30,692
                                                              -------         -------             --------        --------
    Total                                                     $37,903         $39,952             $144,416        $153,627
                                                              =======         =======             ========        ========

Net income (in millions)
- - Automotive                                                  $   820         $ 1,341             $  4,752        $  4,714
- - Financial Services (excl. The Associates)                       223             231                1,187           1,374
                                                              ---------       -------             --------        --------
   Subtotal                                                     1,043           1,572                5,939           6,088
- - The Associates                                                    -             224                  177             832
- - Gain on spin-off of The Associates                                -               -               15,955               -
                                                              -------         -------             --------        --------
    Total                                                     $ 1,043         $ 1,796             $ 22,071        $  6,920
                                                              =======         =======             ========        ========

Capital expenditures (in millions)
- - Automotive                                                  $ 2,445         $ 2,389             $  8,113        $  8,142
- - Financial Services                                              106             162                  504             575
                                                              -------         -------             --------        --------
    Total                                                     $ 2,551         $ 2,551             $  8,617        $  8,717
                                                              =======         =======             ========        ========

Automotive capital expenditures as a
 percentage of sales                                              7.6%            7.5%                 6.8%            6.6%

Stockholders' equity at December 31
- - Total (in millions)                                         $23,409         $30,734             $ 23,409        $ 30,734
- - After-tax return on Common and
   Class B stockholders' equity                                  17.8%           24.1%                25.4%           24.4%

Automotive net cash at December 31
 (in millions)
- - Cash and marketable securities                              $23,805         $20,835             $ 23,805        $ 20,835
- - Debt                                                          9,834           8,176                9,834           8,176
                                                              -------         -------             --------        --------
   Automotive net cash                                        $13,971         $12,659             $ 13,971        $ 12,659
                                                              =======         =======             ========        ========

After-tax return on sales
- - North American Automotive                                       4.5%            5.9%                 5.3%            5.1%
- - Total Automotive                                                2.6%            4.2%                 4.0%            3.9%

Shares of Common and Class B Stock
 (in millions)
- - Average number outstanding                                    1,210           1,201                1,211           1,195
- - Number outstanding at December 31                             1,209           1,202                1,209           1,202

Common Stock price (per share)
(adjusted to reflect The Associates
 spin-off)
- - High                                                        $59-7/8         $33-9/16             $61-7/16       $33 9/16
- - Low                                                          38-13/16        27 23/32             28-15/32       20 3/64

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

Income assuming dilution
- - Automotive                                                  $  0.66         $  1.08              $  3.76        $   3.82
- - Financial Services (excl. The Associates)                      0.18            0.19                 0.96            1.12
                                                              -------         -------              -------        --------
   Subtotal                                                      0.84            1.27                 4.72            4.94
- - The Associates                                                    -            0.18                 0.14            0.68
- - Gain on spin-off of The Associates                                -               -                12.90               -
                                                              -------         -------              -------        --------
    Total                                                     $  0.84         $  1.45              $ 17.76        $   5.62
                                                              =======         =======              =======        ========

Cash dividends                                                $  0.46         $  0.42              $  1.72        $  1.645
</TABLE>



                                                                      FS-1
<PAGE>
<TABLE>

<CAPTION>


                                        Ford Motor Company and Subsidiaries

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

                                 For the Periods Ended December 31, 1998 and 1997
                                                  (in thousands)



                                                     Fourth Quarter                             Full Year
                                                 ------------------------              --------------------------
                                                   1998            1997                  1998              1997
                                                 --------        --------              --------          --------
                                                      (unaudited)                            (unaudited)
<S>                                              <C>             <C>                   <C>               <C>
North America
United States
 Cars                                              428             409                 1,563             1,614
 Trucks                                            654             578                 2,425             2,402
                                                 -----           -----                 -----             -----
  Total United States                            1,082             987                 3,988             4,016

Canada                                              87              91                   279               319
Mexico                                              28              40                   103                97
                                                 -----           -----                 -----             -----

  Total North America                            1,197           1,118                 4,370             4,432

Europe
Britain                                            102             124                   498               466
Germany                                            143             137                   444               460
Italy                                               56              70                   205               248
France                                              54              41                   171               153
Spain                                               46              43                   155               155
Other                                               95              91                   377               318
                                                 -----           -----                 -----             -----

  Total Europe                                     496             506                 1,850             1,800

Other international
Brazil                                              34              49                   178               214
Australia                                           35              31                   133               132
Argentina                                           16              35                    97               147
Taiwan                                              12              17                    77                79
Japan                                                5              10                    25                40
Other                                               19              25                    93               103
                                                 -----           -----                 -----             -----

  Total other international                        121             167                   603               715
                                                 -----           -----                 -----             -----

Total worldwide vehicle unit sales               1,814           1,791                 6,823             6,947
                                                 =====           =====                 =====             =====
</TABLE>




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

Prior periods restated to correct reported unit sales.

                                                                      FS-2

<PAGE>
<TABLE>
<CAPTION>


                                        Ford Motor Company and Subsidiaries

                                         CONSOLIDATED STATEMENT OF INCOME
                                         --------------------------------
                                For the Years Ended December 31, 1998, 1997 and 1996
                                      (in millions, except amounts per share)

                                                                            1998           1997          1996
                                                                         ------------   -----------   -----------
<S>                                                                      <C>            <C>           <C>
AUTOMOTIVE
Sales                                                                    $119,083       $122,935      $118,023

Costs and expenses
Costs of sales                                                            104,782        108,907       108,882
Selling, administrative and other expenses                                  7,616          7,082         6,625
                                                                         --------       --------      --------
  Total costs and expenses                                                112,398        115,989       115,507

Operating income                                                            6,685          6,946         2,516

Interest income                                                             1,331          1,116           841
Interest expense                                                              829            788           695
                                                                         --------       --------      --------
  Net interest income                                                         502            328           146
Equity in net loss of affiliated companies                                    (38)           (88)           (6)
Net expense from transactions with
 Financial Services                                                          (191)          (104)          (85)
                                                                         ---------      --------      --------

Income before income taxes - Automotive                                     6,958          7,082         2,571

FINANCIAL SERVICES
Revenues                                                                   25,333         30,692        28,968

Costs and expenses
Interest expense                                                            8,036          9,712         9,704
Depreciation                                                                8,589          7,645         6,875
Operating and other expenses                                                4,618          6,621         6,217
Provision for credit and insurance losses                                   1,798          3,230         2,564
Asset write-downs and dispositions                                              -              -           121
                                                                         --------       --------      --------
  Total costs and expenses                                                 23,041         27,208        25,481
Net revenue from transactions with Automotive                                 191            104            85
Gain on spin-off of The Associates                                         15,955              -             -
Gain on sale of Common Stock of a subsidiary                                    -            269           650
                                                                         --------       --------      --------

Income before income taxes - Financial Services                            18,438          3,857         4,222
                                                                         --------       --------      --------

TOTAL COMPANY
Income before income taxes                                                 25,396         10,939         6,793
Provision for income taxes                                                  3,176          3,741         2,166
                                                                         --------       --------      --------
Income before minority interests                                           22,220          7,198         4,627
Minority interests in net income of subsidiaries                              149            278           181
                                                                         --------       --------      --------
Net income                                                               $ 22,071       $  6,920      $  4,446
                                                                         ========       ========      ========
Income attributable to Common and Class B Stock
 after preferred stock dividends                                         $ 21,964       $  6,866      $  4,381

Average number of shares of Common and Class B
 Stock outstanding                                                          1,211          1,195         1,179

AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK

Basic income                                                             $  18.17       $   5.75      $   3.73

Diluted income                                                           $  17.76       $   5.62      $   3.64

Cash dividends                                                           $   1.72       $  1.645      $   1.47

</TABLE>
                                                                      FS-3

<PAGE>
<TABLE>
<CAPTION>



                                        Ford Motor Company and Subsidiaries

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

                                                                                           December 31,      December 31,
                                                                                               1998              1997
                                                                                          --------------    --------------
<S>                                                                                       <C>               <C>
ASSETS
Automotive
Cash and cash equivalents                                                                   $  3,685          $  6,316
Marketable securities                                                                         20,120            14,519
                                                                                            --------          --------
   Total cash and marketable securities                                                       23,805            20,835

Receivables                                                                                    2,604             3,097
Inventories                                                                                    5,656             5,468
Deferred income taxes                                                                          3,239             3,249
Other current assets                                                                           3,405             3,782
Net current receivable from Financial Services                                                     0               416
                                                                                            --------          --------
   Total current assets                                                                       38,709            36,847

Equity in net assets of affiliated companies                                                   2,401             1,951
Net property                                                                                  37,320            34,594
Deferred income taxes                                                                          3,175             3,712
Other assets                                                                                   7,139             7,975
                                                                                            --------          --------
   Total Automotive assets                                                                    88,744            85,079

Financial Services
Cash and cash equivalents                                                                      1,151             1,618
Investments in securities                                                                        968             2,207
Net receivables and lease investments                                                        132,567           175,417
Other assets                                                                                  13,227            14,776
Net receivable from Automotive                                                                   888                 0
                                                                                            --------          --------
   Total Financial Services assets                                                           148,801           194,018
                                                                                            --------          --------

   Total assets                                                                             $237,545          $279,097
                                                                                            ========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive
Trade payables                                                                              $ 13,368          $ 11,997
Other payables                                                                                 2,755             2,557
Accrued liabilities                                                                           17,432            16,250
Income taxes payable                                                                           1,404             1,358
Debt payable within one year                                                                   1,121             1,129
Net current payable to Financial Services                                                         70                 0
                                                                                            --------          --------
   Total current liabilities                                                                  36,150            33,291

Long-term debt                                                                                 8,713             7,047
Other liabilities                                                                             29,626            28,899
Deferred income taxes                                                                            751             1,210
Net payable to Financial Services                                                                818                 0
                                                                                            --------          --------
   Total Automotive liabilities                                                               76,058            70,447

Financial Services
Payables                                                                                       3,555             4,539
Debt                                                                                         122,324           160,071
Deferred income taxes                                                                          5,488             4,347
Other liabilities and deferred income                                                          6,034             7,865
Net payable to Automotive                                                                          0               416
                                                                                            --------          --------
   Total Financial Services liabilities                                                      137,401           177,238

Company-obligated mandatorily redeemable preferred securities of a subsidiary
 trust holding solely junior subordinated debentures of the Company                              677               678

Stockholders' equity
Capital stock
 Preferred Stock, par value $1.00 per share (aggregate liquidation preference
  of $177 million and $637 million)                                                                *                 *
 Common Stock, par value $1.00 per share (1,151 and 1,132 million shares issued)               1,151             1,132
 Class B Stock, par value $1.00 per share (71 million shares issued)                              71                71
Capital in excess of par value of stock                                                        5,283             5,564
Accumulated other comprehensive income                                                        (1,670)           (1,228)
ESOP loan and treasury stock                                                                  (1,085)              (39)
Earnings retained for use in business                                                         19,659            25,234
                                                                                            --------          --------
   Total stockholders' equity                                                                 23,409            30,734
                                                                                            --------          --------

   Total liabilities and stockholders' equity                                               $237,545          $279,097
                                                                                            ========          ========
- - - - -
*Less than $500,000
</TABLE>

                                                                FS-4





<PAGE>
<TABLE>
<CAPTION>


                                        Ford Motor Company and Subsidiaries

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

                               For the Years Ended December 31, 1998, 1997 and 1996
                                                   (in millions)

                                                      1998                          1997                          1996
                                           ----------------------------  ----------------------------  ----------------------------
                                                            Financial                     Financial                     Financial
                                            Automotive      Services      Automotive      Services      Automotive      Services
                                           --------------  ------------  -------------   ------------  -------------   ------------
<S>                                        <C>             <C>           <C>             <C>           <C>             <C>

Cash and cash equivalents at January 1       $ 6,316        $  1,618       $ 3,578        $   3,689      $ 5,750        $   2,690

Cash flows from operating activities           9,622          13,478        13,984           13,650        6,576           12,681

Cash flows from investing activities
 Capital expenditures                         (8,113)           (504)       (8,142)                       (8,209)            (442)
 Purchase of leased assets                      (110)              -          (332)               -         (195)               -
 Acquisitions of other companies                   0            (344)            0              (40)           0             (166)
 Acquisitions of receivables and lease
  investments                                      -         (78,863)            -         (117,895)           -         (109,087)
 Collections of receivables and lease
  investments                                      -          49,303             -           86,842            -           82,398
 Net acquisitions of daily rental vehicles         -          (1,790)            -             (958)           -           (1,759)
 Net proceeds from USL Capital asset sales         -               -             -                -            -            1,157
 Purchases of securities                        (758)         (2,102)          (43)          (3,067)          (6)          (8,020)
 Sales and maturities of securities              590           2,271            13            3,520            7            9,863
 Proceeds from sales of receivables and
  lease investments                                -           8,413                          5,197            -            2,867
 Net investing activity with
  Financial Services                             642               -           258                -          416                -
 Other                                          (468)           (463)         (285)            (569)        (586)             (45)
                                             -------        --------       -------        ---------      -------        ---------
   Net cash used in investing activities      (8,217)        (24,079)       (8,531)         (27,545)      (8,573)         (23,234)

Cash flows from financing activities
 Cash dividends                               (5,348)              -        (2,020)               -       (1,800)               -
 Issuance of Common Stock                        157               -           310                -          192                -
 Issuance of Common Stock of a subsidiary          -               -             -              453            -            1,897
 Purchase of Ford Treasury Stock                (669)              -           (15)               -            -                -
 Preferred stock - Series B repurchase,                                                                                         -
  Series A redemption                           (420)              -             -                -            -                -
 Changes in short-term debt                      497           7,475          (430)           6,210          151            3,474
 Proceeds from issuance of other debt          2,403          21,776         1,100           22,923        1,688           22,342
 Principal payments on other debt             (1,434)        (16,797)         (668)         (18,215)      (1,031)         (14,428)
 Net financing activity with Automotive            -            (642)            -             (258)           -             (416)
 Spin-off of The Associates cash                   -            (508)            -                -            -                -
 Other                                          (472)            (12)           16             (206)          37             (528)
                                             -------         --------      -------        ---------      -------        ---------
   Net cash (used in)/provided by
    financing activities                      (5,286)         11,292        (1,707)          10,907         (763)          12,341

Effect of exchange rate changes on cash          (54)            146          (119)              28          (85)            (116)
Net transactions with Automotive/
 Financial Services                            1,304          (1,304)         (889)             889          673             (673)
                                             -------        ----------     -------        ---------      -------        ---------
   Net (decrease)/increase in cash and
    cash equivalents                          (2,631)           (467)        2,738           (2,071)      (2,172)             999
                                             -------        --------       -------        ---------      -------        ---------

Cash and cash equivalents at December 31     $ 3,685        $  1,151       $ 6,316        $   1,618      $ 3,578        $   3,689
                                             =======        ========       =======        =========      =======        =========
</TABLE>




  PAGE>
                                                                    EXHIBIT 99.3
On January 28, 1999 Ford Motor Company issued the following statement regarding
its plans to acquire the passenger car business of AB Volvo:

[FORD LOGO] |  NEWS RELEASE
            |


FOR IMMEDIATE RELEASE

Contact:  John W. Spelich                       Mats Edenborg
          Ford Motor Company                    AB Volvo
          313-322-1524                          +46-31-591126  or +46-708-591126

FORD REACHES AGREEMENT TO BUY VOLVO'S
WORLDWIDE PASSENGER VEHICLE BUSINESS


DEARBORN, Mich., January 28, 1999 -- Ford Motor Company [NYSE: F] has reached an
agreement with AB Volvo to buy its worldwide  passenger vehicle business,  Volvo
Cars, for a price of $6.45 billion.

"Our 21st century vision is to become the world's leading  consumer company that
provides  automotive  products and  services,"  said Ford Chairman  William Clay
Ford,  Jr. "The  addition of Volvo is a meaningful  step toward  achieving  this
vision."

"Volvo is a premium  automotive  brand with unique appeal that represents a good
opportunity  to  profitably  extend  our  lineup  and  grow  the  Ford  business
worldwide,"  said Jacques Nasser,  Ford president and chief  executive  officer.
"Volvo is a perfect complement to the Ford family of brands worldwide. Volvo has
a world-class  reputation  for safety,  quality,  durability  and  environmental
responsibility - all of which are attributes that are increasingly  important to
our customers, and fit with our 21st century vision for Ford Motor Company."

<PAGE>
                                      -2-


"The  proposed sale of Volvo Cars to Ford will have very  important  benefits to
the parties  concerned,"  said Leif  Johansson,  president of AB Volvo and chief
executive  officer of the Volvo Group.  "Volvo Cars' future  prospects  will, by
being an  important  part of one of the  world's  largest  and  most  profitable
automotive groups, improve considerably."

Nasser  said  that  Ford is  pleased  to be able to expand  its  technology  and
research capabilities through this transaction, as well as expand its operations
in Sweden.  "Ford has been  operating  in Sweden  since 1924,  and today we sell
passenger and commercial vehicles through a network of 87 dealers there. We have
been serving our Swedish  customers for 75 years," Nasser said. "We are not just
in Sweden, we are part of Sweden.  And, through our new relationship with Volvo,
we plan to be part of the fabric of the country for many years to come."

Ford will take ownership of all of Volvo Cars' facilities  worldwide,  including
three  major  assembly  plants and two  powertrain  plants in Europe and Volvo's
passenger vehicle product  development center in Gothenburg,  Sweden.  Ford will
have the right to use the Volvo brand for  passenger  vehicles  including  cars,
minivans,  sport utility vehicles and light trucks on a perpetual  basis.  Volvo
has  the  right  to  use  the  Volvo  brand  for  commercial  vehicles  and  its
non-automotive-related products.


<PAGE>

                                      -3-



"By adding Volvo as our seventh global  automotive  brand, we expect to generate
increased revenue and profitability while broadening the choices that we at Ford
provide our customers,  and  strengthening  our image," Nasser said. "Volvo Cars
has a strong  demographic  and  regional  appeal  that fits well with other Ford
products.  In addition,  Volvo's fine global  distribution  network will give us
added flexibility to grow our other brands."

This transaction is subject to regulatory and Volvo shareholder approval.

"The agreed price  represents full and fair value to the Volvo  shareholders and
excellent  long-term  value to the Ford  shareholders,"  said  Ford.  "We expect
increased  annual  earnings  through a combination of expanded  product  lineup,
volume  growth,   global  economies  of  scale  in  engineering   resources  and
purchasing, and platform and manufacturing synergies."

Ford Motor  Company is the world's  second  largest  automaker.  Its  automotive
brands  include Aston Martin,  Ford,  Jaguar,  Lincoln,  Mazda and Mercury.  Its
automotive-related services include Ford Credit, Quality Care, Hertz and Visteon
Automotive Systems.


                                      # # #

<PAGE>
                                                                    

SLIDE 1 OF 13

               [FORD LOGO]

                                                       [VOLVO LOGO]

                          FORD REACHES AGREEMENT TO BUY
                              VOLVO'S CAR BUSINESS
<PAGE>

SLIDE 2 OF 13

                         OVERVIEW OF FORD MOTOR COMPANY

- -    WORLD'S MOST PROFITABLE AUTOMAKER WITH STRONG FINANCIAL RESOURCES

- -    WORLD'S LARGEST TRUCK MANUFACTURER AND SECOND LARGEST CAR & TRUCK
     MANUFACTURER

- -    MANUFACTURING, VEHICLE ASSEMBLY, OR SALES OPERATIONS IN MORE THAN 30
     COUNTRIES

- -    WORLDWIDE VEHICLE SALES OF 6.8 MILLION UNITS THROUGH A NETWORK OF 15,800
     DEALERS IN OVER 200 COUNTRIES

- -    DIVERSE, GLOBAL TEAM OF 364,000 EMPLOYEES

- -    ANNUAL SALES OF $144 BILLION -- RANKS FORD 2ND ON FORTUNE 500 LIST OF
     LARGEST COMPANIES


<PAGE>

SLIDE 3 OF 13

                         FORD MOTOR COMPANY INCLUDES SIX
                          GREAT AUTOMOTIVE BRANDS . . .

[MERCURY LOGO]                     [FORD LOGO]                   [LINCOLN LOGO]

               [JAGUAR LOGO]                      [ASTON MARTIN LOGO]

                                  [MAZDA LOGO]

<PAGE>
SLIDE 4 OF 13

                                 AND FOUR GREAT
                            AUTOMOTIVE-RELATED BRANDS


   [VISTEON LOGO]                                         [FORD CREDIT LOGO]

 [QUALITYCARE LOGO]                                         [HERTZ LOGO]

<PAGE>
SLIDE 5 OF 13

                         [FORD LOGO] 21ST CENTURY VISION

                      "WORLD'S LEADING CONSUMER COMPANY FOR
                         AUTOMOTIVE PRODUCTS & SERVICES"

                        SOURCES OF COMPETITIVE ADVANTAGE:

- -    STRONG GLOBAL BRANDS

- -    SUPERIOR CUSTOMER SATISFACTION & LOYALTY

- -    BEST TOTAL VALUE TO CONSUMERS

- -    NIMBLE ORGANIZATION WITH LEADERS AT ALL LEVELS

- -    RESPONSIBLE IN CORPORATE CITIZENSHIP
<PAGE>

SLIDE 6 OF 13

                         WHY IS VOLVO IMPORTANT TO FORD?

- -    PREMIUM BRAND WITH UNIQUE APPEAL

- -    INCREMENTAL GROWTH OPPORTUNITY

- -    ECONOMIES OF SCALE

- -    GIVES FORD LEADING PORTFOLIO OF LUXURY BRANDS


             VOLVO IS A UNIQUE, PREMIUM BRAND THAT PROVIDES FORD AN
            OPPORTUNITY FOR PROFITABLE GROWTH & ECONOMIES OF SCALE,
                         & STRENGTHENS FORD'S PORTFOLIO



<PAGE>
SLIDE 7 OF 13

                              FORD PLANS FOR VOLVO

- -    NURTURE VOLVO'S STRONG BRAND

- -    VALUE VOLVO'S SWEDISH HERITAGE, MANAGEMENT & EMPLOYEES

- -    CONTINUE STRONG R & D FUNCTION IN SWEDEN

- -    EXTEND PRODUCT RANGE & GROW VOLUME

- -    LEVERAGE FORD ECONOMIES OF SCALE & DISTRIBUTION SYSTEM

<PAGE>
SLIDE 8 OF 13

                      FORD & VOLVO COMBINED AUTOMOTIVE DATA
<TABLE>
<CAPTION>
                                                            FORD
                         VOLVO CAR           FORD        WITH VOLVO
                         ---------           ----        ----------
FINANCIAL RESULTS          (1997)           (1998)
- -----------------
<S>                      <C>               <C>           <C>

REVENUE (BILS.)             $13             $144           $ 157
NET INCOME (BILS.)         $0.4             $5.9            $6.3
RETURN ON SALES             3.2%             4.0%            3.9%

OPERATING FACTORS
- -----------------
EMPLOYEES (000)              28              364             392
UNIT VOLUME (000)           386            6,823           7,209
WW MARKET SHARE             0.7%            13.0%           13.7%
</TABLE>

<PAGE>

SLIDE 9 OF 13

                           VOLVO SALES COMPLEMENT FORD

                                      VOLVO
                                   [PIE CHART]


<TABLE>
<CAPTION>
                    NORTH
                    AMERICA        ROW       EUROPE
<S>                   <C>          <C>        <C>
400,000 UNITS         25%          15%        60%
</TABLE>

                                      FORD
                                   [PIE CHART]


<TABLE>
<CAPTION>
                    NORTH
                    AMERICA        ROW       EUROPE
<S>                   <C>           <C>       <C>
6,800,000 UNITS       64%           9%        27%
</TABLE>

<PAGE>

SLIDE 10 OF 13

                  VOLVO BRAND FITS WELL UNDER FORD'S UMBRELLA
                     & GIVES FORD A LEADING LUXURY PORTFOLIO

                               FORD MOTOR COMPANY
                             INGENIOUS . . . CARING

SERVICES VEHICLES

[MERCURY LOGO]

INNOVATIVE
INDIVIDUALISTIC
EXPRESSIVE

[MAZDA LOGO]

STYLISH
SPIRITED
INSIGHTFUL

[FORD LOGO]

GENUINE
PROGRESSIVE
SMART

[LINCOLN LOGO]

AMERICAN
LUXURY

[VOLVO LOGO]
THOUGHTFUL
SUBSTANTIAL
UNDERSTATED

[JAGUAR LOGO]

ELEGANT
SENSUOUS
ORIGINAL W/
REFINED
POWER

[ASTON MARTIN LOGO]

THE MOST
EXCLUSIVE
CLUB

[FORD CREDIT LOGO]

SERVICE
VALUE
TRUST

[RED CARPET LEASE LOGO]

LOYALTY;
FLEXIBILITY

[QUALITYCARE LOGO]

RELIABLE;
CONVENIENT
SERVICE

[HERTZ LOGO]

SUPERIOR GLOBAL SERVICE
SPEED & CONVENIENCE
COMPETITIVE PRICES


<PAGE>
SLIDE 11 OF 13

                       VOLVO BUYERS ARE CLEARLY DIFFERENT
                              FROM JAGUAR & LINCOLN

                                  FEMALE BUYERS

                                   [BAR GRAPH]

<TABLE>
<CAPTION>
VOLVO    JAGUAR    LINCOLN
<S>       <C>       <C>
 51%      31%       26%
</TABLE>


                             AGE GROUP CONCENTRATION

                                   [BAR GRAPH]

<TABLE>
<CAPTION>
               VOLVO     JAGUAR      LINCOLN
<S>            <C>         <C>          <C>
21-33 YRS.     14%         3%           1%
34-53 YRS.     56%        38%          16%
54 & UP YRS.   30%        59%          83%
</TABLE>




SOURCE:  1998 NEW VEHICLE CUSTOMER SURVEY - U.S. CAR DATA


<PAGE>
SLIDE 12 OF 13

                          GROWING OUR LUXURY PORTFOLIO

                                   [BAR GRAPH]

<TABLE>
<S>            <C>
1998           250,000
2000           750,000
POTENTIAL    1 MILLION
</TABLE>


<PAGE>
SLIDE 13 OF 13

                                     SUMMARY

- -    FORD IS A STRONG & WELL RESPECTED GLOBAL COMPANY

- -    VOLVO FITS WELL IN THE FORD FAMILY & GIVES FORD A LEADING LUXURY PORTFOLIO

- -    FORD PLANS TO GROW VOLVO WHILE ENHANCING ITS PREMIUM BRAND POSITION

- -    FORD VALUES VOLVO'S RICH HERITAGE, MANAGEMENT & PEOPLE

               VOLVO ACQUISITION PROVIDES EXCELLENT FIT WITH FORD
                         & OPPORTUNITY FOR GROWTH, WHILE
                MAINTAINING VOLVO'S PREMIUM BRAND & RICH HERITAGE



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