ASSOCIATES FIRST CAPITAL CORP
10-Q, 1997-05-13
PERSONAL CREDIT INSTITUTIONS
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<PAGE>
                           FORM 10-Q
 
               SECURITIES AND EXCHANGE COMMISSION
 
                  WASHINGTON, D.C.  20549-1004
 
 (Mark One)
 
 [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
 
 For the quarterly period ended   March 31, 1997                             
 
                               OR
 
 [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
 
 
 For the transition period from                       to                     
 
 
 Commission file number   2-44197                                            
 
 
                      ASSOCIATES FIRST CAPITAL CORPORATION                   
          (Exact name of registrant as specified in its charter)
 
 
            Delaware                                       06-0876639        
 (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                       Identification No.)
 
 
               250 East Carpenter Freeway, Irving, Texas 75062-2729          
 (Address of principal executive offices)
                           (Zip Code)
 
                                  972-652-4000                               
 (Registrant's telephone number, including area code)
 
 
                                 Not applicable                              
 (Former name, former address and former fiscal year,
                  if changed since last report)
 
 
 
 Indicate by check mark whether the registrant (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
 1934 during the preceding 12 months (or for such shorter period that the
 registrant was required to file such reports) and (2) has been subject to
 such filing requirements for the past 90 days.  Yes..X..   No.....
 
 As of March 31, 1997, the registrant had 1,550,000,000 shares of Common Stock
 authorized, 90,773,299 shares of Class A Common Stock issued, of which
 90,703,299 shares were outstanding, and 255,881,180 shares of Class B Common
 Stock issued and outstanding.
 
 
  <PAGE>
                 PART I - FINANCIAL INFORMATION
 
 ITEM I.  FINANCIAL STATEMENTS.
 
 
              ASSOCIATES FIRST CAPITAL CORPORATION
               CONSOLIDATED STATEMENT OF EARNINGS
                         (In Millions)
 
 
                                                      Three Months Ended
                                                           March 31     
                                                      1997          1996
 
 REVENUE
   Finance charges                                  $1,761.7      $1,505.0
 
   Insurance premiums                                   99.1          93.1
 
   Investment and other income                          65.9          46.9
 
                                                     1,926.7       1,645.0
 
 EXPENSES
   Interest expense                                    637.4         580.5
 
   Operating expenses                                  531.2         461.2
 
   Provision for losses on finance receivables         344.5         252.3
 
   Insurance benefits paid or provided                  36.1          34.2
 
                                                     1,549.2       1,328.2
 
 EARNINGS BEFORE PROVISION FOR INCOME TAXES            377.5         316.8
 
 PROVISION FOR INCOME TAXES                            139.7         124.5
 
 NET EARNINGS                                       $  237.8      $  192.3
 
 EARNINGS PER SHARE*                                $   0.69      $   0.55
 
           
 *Based on 346.7 million weighted average shares outstanding and in whole
 dollars.
 
 
                                
 
        See notes to consolidated financial statements.
 
  <PAGE>
              ASSOCIATES FIRST CAPITAL CORPORATION
                   CONSOLIDATED BALANCE SHEET
                         (In Millions)
 
                                                    March 31     December 31
                                                      1997          1996    
 
                             ASSETS
 
 CASH AND CASH EQUIVALENTS                          $   344.4     $   446.9
 INVESTMENTS IN DEBT AND EQUITY SECURITIES
  - NOTE 3                                            1,148.1       1,051.1
 FINANCE RECEIVABLES, net of unearned finance
  income, allowance for credit losses and
  insurance policy and claims reserves - NOTE 4      45,300.4      44,236.9
 OTHER ASSETS - NOTE 6                                2,417.9       2,533.5
 
     Total assets                                   $49,210.8     $48,268.4
 
 
              LIABILITIES AND STOCKHOLDERS' EQUITY
 
 NOTES PAYABLE, unsecured short-term
   Commercial Paper                                 $17,897.7     $15,907.9
   Bank Loans                                           342.8       1,167.3
 ACCOUNTS PAYABLE AND ACCRUALS                        1,735.4       1,726.2
 LONG-TERM DEBT
   Senior Notes                                      23,250.7      23,604.0
   Subordinated and Capital Notes                       425.5         425.5
                                                     23,676.2      24,029.5
 
 STOCKHOLDERS' EQUITY
   Class A Common Stock, $0.01 par value,
    1,150,000,000 shares authorized,
    90,773,299 shares issued                              0.9           0.9
   Class B Common Stock, $0.01 par value,
    400,000,000 shares authorized,
    255,881,180 shares issued and outstanding             2.6           2.6
   Paid-in Capital                                    4,007.6       4,007.5
   Retained Earnings                                  1,407.4       1,204.3
   Foreign Currency Translation Adjustments             154.4         222.8
   Unrealized Loss on Available-for-Sale
    Securities - NOTE 3                                 (11.0)         (0.6)
                                                      5,561.9       5,437.5
   Less 70,000 shares of Class A Common Stock
    in Treasury, at cost                                 (3.2)             
     Total stockholders' equity                       5,558.7       5,437.5
 
     Total liabilities and stockholders' equity     $49,210.8     $48,268.4
 
 
 
 
 
        See notes to consolidated financial statements.
  <PAGE>
              ASSOCIATES FIRST CAPITAL CORPORATION
              CONSOLIDATED STATEMENT OF CASH FLOWS
                         (In Millions)
 
                                                      Three Months Ended
                                                           March 31     
                                                      1997          1996
 
 CASH FLOWS FROM OPERATING ACTIVITIES
   Net earnings                                    $    237.8    $    192.3
   Adjustments to net earnings for noncash items:
     Provision for losses on finance receivables        344.5         252.3
     Increase in accounts payable and accruals           53.6         169.0
     Depreciation and amortization                       69.8          53.6
     Increase in insurance policy and claims
      reserves                                           11.8          11.3
     Deferred income taxes                              (13.7)          6.0
 
     Net cash provided from operating activities        703.8         684.5
 
 CASH FLOWS FROM INVESTING ACTIVITIES
   Finance receivables originated or purchased      (10,891.5)    (10,011.9)
   Finance receivables liquidated                     9,279.8       8,466.7
   (Increase) decrease in real estate loans held
    for sale                                             (7.6)          3.1
   Decrease (increase) in other assets                   34.0         (19.2)
   Purchases of available-for-sale securities          (131.8)       (270.8)
   Sales and maturities of available-for-sale
    securities                                           18.6         198.4
 
     Net cash used for investing activities          (1,698.5)     (1,633.7)
 
 CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of long-term debt                           566.6       1,133.2
   Retirement of long-term debt                        (801.0)     (1,302.6)
   Increase in notes payable                          1,167.1       1,225.2
   Cash dividends to Ford                                            (140.0)
   Cash dividends paid on common stock                  (34.7)              
   Purchase of Class A Common Stock in
    treasury                                             (3.2)             
 
     Net cash provided from financing activities        894.8         915.8
 
 EFFECT OF FOREIGN CURRENCY TRANSLATION
  ADJUSTMENTS ON CASH                                    (2.6)        (40.7)
 
 DECREASE IN CASH AND CASH EQUIVALENTS                 (102.5)        (74.1)
 
 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD       446.9         532.2
 
 CASH AND CASH EQUIVALENTS AT END OF PERIOD        $    344.4    $    458.1
 
 CASH PAID FOR:
   Interest                                        $    594.4    $    509.5
 
   Income taxes                                    $    118.2    $     10.2
 
 
 
 
        See notes to consolidated financial statements.
  <PAGE>
              ASSOCIATES FIRST CAPITAL CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 1 - THE COMPANY
 
     Associates First Capital Corporation ("First Capital" or the "Company"),
 a Delaware corporation, is a majority-owned subsidiary of Ford FSG, Inc. and
 a majority indirect-owned subsidiary of Ford Motor Company ("Ford"). 
 Associates Corporation of North America ("Associates") is the principal 
 U.S.-based operating subsidiary of First Capital.  AIC Corporation ("AIC") 
 is the principal foreign-based operating subsidiary of First Capital.
 
 NOTE 2 - BASIS OF PRESENTATION
 
     On May 8, 1996 prior to an initial public offering of the common stock of
 First Capital, Ford contributed to First Capital, for stock, certain foreign
 finance operations that were managed by First Capital although owned by other
 Ford subsidiaries (the "Associates International Group").  The entities
 comprising Associates International Group had operations in Japan, the United
 Kingdom, Canada, Puerto Rico, Bermuda, Netherlands and Mexico.  The effect of
 this contribution was retroactively included, on a fully consolidated basis,
 in the supplemental combined financial statements of First Capital as part of
 its initial public offering.  These supplemental combined financial
 statements became the historical consolidated financial statements of First
 Capital.  The contribution was accounted for in a manner similar to the
 pooling of interests method of accounting in accordance with generally
 accepted accounting principles.
 
     In the opinion of the management of First Capital, all adjustments
 necessary to present fairly the results of operations and financial position
 have been made and are of a normal recurring nature.  The results of
 operations for any interim period are not necessarily indicative of the
 results of operations for a full year.  Certain prior period financial
 statement amounts have been reclassified to conform to the current period
 presentation.
 
 NOTE 3 - INVESTMENTS IN DEBT AND EQUITY SECURITIES
 
    DEBT SECURITIES
 
     The Company invests in debt securities, principally bonds and notes held
 by the Company's insurance subsidiaries, with the intention of holding them
 to maturity.  However, if market conditions change, the Company may sell
 these securities prior to maturity.  Accordingly, the Company classifies its
 investments in debt securities as available-for-sale securities and adjusts
 its recorded value to market.  The estimated market value at March 31, 1997
 and December 31, 1996 was $1.1 billion and $1.0 billion, respectively.
 Amortized cost at March 31, 1997 and December 31, 1996 was $1.2 billion and
 $1.0 billion, respectively.  Realized gains or losses on sales are included
 in investment and other income.  Unrealized gains or losses are reported as a
 component of stockholders' equity, net of tax.
 
    EQUITY SECURITIES
 
     Equity security investments are recorded at market value.  The Company
 classifies its investments in equity securities as trading securities and
 includes in earnings unrealized gains or losses on such securities.  The
 estimated market value at March 31, 1997 and December 31, 1996 was $10.3
 million.  Historical cost at March 31, 1997 and December 31, 1996 was $7.8
 million.
  <PAGE>
NOTE 4 - FINANCE RECEIVABLES
 
     At March 31, 1997 and December 31, 1996, finance receivables consisted of
 the following (in millions):
                                                    March 31     December 31
                                                      1997          1996    
 
   Consumer Finance
     Home equity lending                            $16,965.5     $16,691.4
     Personal lending and retail sales finance        7,677.1       7,425.1
     Credit card                                      6,691.3       6,023.8
     Manufactured housing (1)                         1,066.9       1,262.7
                                                     32,400.8      31,403.0
   Commercial Finance
     Truck and truck trailer                          8,687.3       8,598.3
     Equipment                                        4,679.7       4,571.8
     Auto fleet leasing and other                     1,933.3       1,939.8
                                                     15,300.3      15,109.9
 
       Finance receivables, net of unearned
        finance income ("net finance receivables")   47,701.1      46,512.9
 
   Allowance for losses on finance receivables       (1,675.9)     (1,563.1)
   Insurance policy and claims reserves                (724.8)       (712.9)
       Finance receivables, net of unearned
        finance income, allowance for credit
        losses and insurance policy and claims
        reserves                                    $45,300.4     $44,236.9
           
 (1)    During the first quarter of 1997 and the year ended December 31, 1996,
         the Company securitized and sold approximately $400 million and $1.3
         billion of manufactured housing finance receivables, respectively.
 
     From time to time, subsidiaries of the Company have sold manufactured
 housing and recreational vehicles receivables through securitizations and
 have retained collection and administrative responsibilities as servicer for
 the trust holding the receivables.  Receivables sold with servicing retained
 were $2.6 billion at March 31, 1997.
 
     In March 1997, First Capital acquired a portfolio of credit card
 receivables from The Bank of New York.  J. Carter Bacot, a director of the
 Company, is chairman and chief executive officer of The Bank of New York. 
 The Bank of New York and the Company are not otherwise affiliated.  The fair
 market value of such assets acquired totaled approximately $800 million.  The
 transaction was accounted for as a purchase.
 
     In September 1996, First Capital acquired Teletech Financial Corporation.
 The assets of Teletech Financial principally consist of equipment
 telecommunications receivables.  The fair market value of total assets
 acquired and liabilities assumed was $116.8 million and $82.6 million,
 respectively.  The transaction was accounted for as a purchase.
 
     In August 1996, Associates acquired $1.2 billion of net finance
 receivables, principally home equity and personal lending receivables and
 other assets and liabilities, from Fleet Financial Group.  The fair market
 value of total assets acquired and liabilities assumed was $1.3 billion and
 $1.0 million, respectively.
 
     In July 1996, Associates acquired $837.6 million of certain assets of USL
 Capital, an affiliate and Ford subsidiary.  Such assets acquired consisted
 principally of vehicle fleet leasing receivables.  The transaction was
 accounted for at historical cost.  The excess of purchase price over the
 historical value of assets acquired was $31.4 million which was recorded as
 an adjustment to stockholders' equity.
 
     In May 1996, First Capital acquired Fleetwood Credit Corp., which was
 engaged in the financing of recreational vehicles.  The fair market value of
 total assets acquired and liabilities assumed was $473.5 million and $342.1
 million, respectively.
 
     During the first quarter of 1997, First Capital signed an agreement with
 Texaco Refining and Marketing, Inc. and its affiliate, Star Enterprise, to
 purchase proprietary credit card receivables and stock in the approximate
 amount of $700 million.  This transaction was completed in May 1997.  Also
 during the first quarter of 1997, the Company signed an agreement with J.C.
 Penney, Inc. to purchase approximately $740 million in bankcard credit card
 receivables.  This transaction was completed in April 1997.
 
 NOTE 5 - ALLOWANCE FOR LOSSES ON FINANCE RECEIVABLES
 
     Changes in the allowance for losses on finance receivables during the
 periods indicated were as follows (in millions):
 
                                        Three Months Ended      Year Ended
                                             March 31           December 31
                                        1997          1996          1996   
 
   Balance at beginning of period     $1,563.1      $1,268.6     $ 1,268.6
     Provision for losses                344.5         252.3       1,086.5
     Recoveries on receivables
      charged off                         53.0          36.2         147.2
     Losses sustained                   (328.2)       (212.1)     (1,032.5)
     Reserves of acquired businesses
      and other                           43.5          23.8          93.3 
   Balance at end of period           $1,675.9      $1,368.8     $ 1,563.1
 
 NOTE 6 - OTHER ASSETS
 
     The components of other assets at March 31, 1997 and December 31, 1996
 were as follows (in millions):
                                        March 31        December 31
                                          1997             1996    
 
   Goodwill                             $1,221.1         $1,282.5
   Property and equipment                  265.4            261.3
   Collateral held for resale              177.9            169.1
   Other                                   753.5            820.6
     Total other assets                 $2,417.9         $2,533.5
 
 NOTE 7 - DEBT RESTRICTIONS
 
     Associates, the Company's principal operating subsidiary, is subject to
 various limitations under the provisions of its outstanding debt and credit
 facilities.  The most significant of these limitations are summarized as
 follows:
 
    LIMITATION ON PAYMENT OF DIVIDENDS
 
     A restriction contained in one issue of Associates debt securities, which
 matures on March 15, 1999, generally limits payments of cash dividends on
 Associates Common Stock in any year to not more than 50% of Associates
 consolidated net earnings for such year, subject to certain exceptions, plus
 increases in contributed capital and extraordinary gains.  Any such amounts
 available for the payment of dividends in such fiscal year and not so paid,
 may be paid in any one or more of the five subsequent fiscal years.  In
 accordance with this provision, $382.4 million was available for dividends at
 March 31, 1997.
 
  <PAGE>
   LIMITATION ON MINIMUM TANGIBLE NET WORTH
 
     A restriction contained in certain revolving credit agreements requires
 Associates to maintain a minimum tangible net worth, as defined, of $2.0
 billion.  At March 31, 1997, Associates tangible net worth was approximately
 $4.9 billion.
 
 NOTE 8 - RATIO OF EARNINGS TO FIXED CHARGES
 
     The ratio of earnings to fixed charges of First Capital for the three
 months ended March 31, 1997 and 1996 was 1.59 and 1.54, respectively.  For
 purposes of such computation, the term "earnings" represents earnings before
 provision for income taxes, plus fixed charges.  The term "fixed charges"
 represents interest expense and a portion of rentals representative of an
 implicit interest factor for such rentals.
 
 ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS
 
 Results of Operations
 
     Net earnings for the three-month period ended March 31, 1997 were $237.8
 million, a 24% increase over the same period in the previous year.  The
 increase in earnings was principally due to growth in net finance
 receivables, an improvement in the ratio of net interest margin to average
 net receivables and an increase in operating expense efficiency, all of which
 more than offset an increase in the provision for losses on finance
 receivables.
 
     Finance charge revenue, on a dollar basis, increased for the three months
 ended March 31, 1997, compared to the same period in the prior year,
 principally as a result of growth in average net finance receivables
 outstanding.  Finance charge revenue as a percentage of average net finance
 receivables (the "Finance Charge Ratio") was 14.82% for the first quarter of
 1997 compared to 14.91% for the same period in 1996.  The decrease in the
 Finance Charge Ratio is principally due to decreases in finance charge rates,
 primarily in the Company's foreign operations, on outstanding loans which
 vary with market rates, partially offset by changes in the product mix.
 
     Interest expense increased for the first quarter of 1997 compared to
 1996, primarily due to an increase in average debt outstanding related to the
 aforementioned growth in average net finance receivables.  Debt is the
 primary source of funding to support the Company's growth in net finance
 receivables.  The increase due to growth was partially offset by a decline in
 the Company's average short- and long-term borrowing rates, principally due
 to changes in market conditions.  As a result, the Company's total average
 borrowing rate for the first quarter of 1997 was 6.08% compared to 6.45% for
 the same period in the prior year.
 
     As a result of the aforementioned changes in finance charge revenue and
 interest expense, the Company's net interest margin increased to $1,124.3
 million for the first quarter of 1997 compared to $924.5 million for the
 prior-year period.  The Company's net interest margin expressed as a ratio to
 average net finance receivables also improved to 9.46% compared to 9.30% for
 the same period in the prior year.  The 1996 net margin ratio has been
 restated to exclude certain one-time charges related to the Company's initial
 public offering.  The principal cause of the increase in the Company's net
 interest margin ratio was the decline in the Company's total average
 borrowing rate.
 
     First quarter operating expenses were greater in 1997 than in 1996
 reflecting growth in the size of the Company.  However, operating expense
 efficiency, measured as the ratio of total operating expenses divided by
 total revenue net of interest expense and insurance benefits paid or
 provided, improved to 42.4% for the first three months of 1997 from 44.8% for
 the same period in the prior year.

     The Company's provision for losses increased from $252.3 million during
 the first quarter of 1996 to $344.5 million for the same period in 1997,
 principally due to increased net credit losses.  Total net credit losses as a
 percentage of average net receivables (the "Loss Ratio") were 2.31% for the
 first quarter of 1997 compared to 1.74% for the same period in 1996.  The
 Loss Ratio increased in most of the Company's portfolios, primarily driven by
 increased losses resulting from consumer bankruptcies.
 
     The provision for income taxes expressed in dollars increased for the
 three-month period ended March 31, 1997 compared to the first quarter of
 1996, principally as a result of an increase in pretax earnings.  The
 effective tax rates for the three-month periods ended March 31, 1997 and
 March 31, 1996 were 37.0% and 39.3%, respectively.  The change in the
 effective tax rate from the first quarter of 1996 compared to the first
 quarter of 1997 was principally due to an increase in the amount of estimated
 foreign tax credits available to the Company related to estimated taxes paid
 or accrued by the Company on its Japan-based earnings.
 
 Financial Condition
 
     Net finance receivables managed by the Company grew $1.7 billion (13.8%
 annualized) during the first quarter of 1997 compared to $1.4 billion (13.8%
 annualized) for the same period in 1996.  Managed net finance receivables at
 March 31, 1997 includes approximately $2.6 billion of securitized
 manufactured housing and recreational vehicle receivables.  The Company had
 growth in substantially all of its product lines during the first quarter of
 1997.  Of the total growth, approximately 71% was from major acquisitions,
 principally the acquisition of a credit card portfolio.
 
     Total 60+days contractual delinquency was 2.25% of gross finance
 receivables at March 31, 1997, which was higher than the 1.78% at March 31,
 1996 and 2.20% at December 31, 1996.  The increase in contractual delinquency
 was principally due to less favorable trends in economic conditions
 including, among other factors, the increased leverage of consumer borrowers. 
 The aforementioned increases in net credit losses and uncertainty in economic
 conditions led the Company to increase its allowance for losses to 3.51% of
 net finance receivables at March 31, 1997 compared to 3.36% at December 31,
 1996.  The allowance for losses divided by net credit losses (trailing four
 quarters) was 1.70 times losses at March 31, 1997 compared to 2.09 times
 losses and 1.77 times losses at March 31, 1996 and December 31, 1996,
 respectively. Management believes the allowance for losses at March 31, 1997
 is sufficient to provide adequate coverage against losses in its portfolios.
 
     During the three months ended March 31, 1997, stockholders' equity
 increased principally as a result of the aforementioned increase in net
 earnings.  The increase was partially offset by unrealized foreign currency
 translation losses of $68.4 million, principally related to the Company's
 yen- denominated net investment in its Japan operation.  Stockholders' equity
 was also adjusted during the three-month period for unrealized losses on its
 insurance subsidiaries' investments in marketable debt securities of $10.4
 million and purchases of treasury stock of $3.2 million.  The Company also
 paid a cash dividend of $.10 per share, or $34.7 million, during the first
 quarter of 1997, of which $27.9 million was paid to Ford.
 
     As a result of the aforementioned, the Company's return on average
 assets, average equity and average tangible equity for the three-month period
 ended March 31, 1997 was 1.94%, 17.36% and 22.46%, respectively.  This
 compares to a return on average assets, average equity and average tangible
 equity for the three months ended March 31, 1996 of 1.92%, 16.56% and 22.33%,
 respectively.  The 1996 returns have been restated to exclude certain one-time 
 charges related to the Company's initial public offering which was
 consummated in May, 1996.
 
  <PAGE>
LIQUIDITY/CAPITAL RESOURCES
 
     Through its asset and liability management function, the Company
 maintains a disciplined approach to the management of liquidity, capital,
 interest rate risk and foreign exchange risk.  The Company has a formal
 process for managing its liquidity in the U.S. and internationally to ensure
 that funds are available at all times to meet the Company's commitments.
 
     The principal sources of cash for the Company are proceeds from issuance
 of short- and long-term debt and cash provided from the Company's operations. 
 Management believes that the Company has sufficient liquidity, from a
 combination of cash provided from operations and external borrowings, to
 support its operations.
 
     A principal strength of the Company is its ability to access the global
 debt markets in a cost-efficient manner.  Continued access to the public and
 private debt markets is critical to the Company's ability to continue to fund
 its operations.  The Company seeks to maintain a conservative liquidity
 position and actively manage its liability and capital levels, debt
 maturities, diversification of funding sources and asset liquidity to ensure
 that the Company is able to meet its obligations.  The Company's U.S.
 operations are principally funded through domestic borrowings made by
 Associates and, to a lesser extent, borrowings made directly by the Company. 
 The Company's foreign subsidiaries are principally financed through private
 debt borrowings made directly by each foreign entity in its transactional
 currency and, to a lesser extent, fully hedged intercompany borrowings.
 
     At March 31, 1997, the Company had short- and long-term debt outstanding
 of $18.2 billion and $23.7 billion, respectively.  Short-term debt
 principally consists of commercial paper issued by the Company and represents
 the Company's primary source of short-term liquidity.  Long-term debt
 principally consists of unsecured long-term debt issued publicly and
 privately by Associates in the United States and abroad, and to a lesser
 extent, private borrowings made by the Company's foreign subsidiaries. 
 During the three months ended March 31, 1997 and 1996, the Company raised
 debt aggregating $0.5 billion and $1.1 billion, respectively, through public
 and private offerings.
 
     Substantial additional liquidity is available to the Company's domestic
 operations through established credit facilities in support of its net 
 short-term borrowings.  Such credit facilities provide a means of 
 refinancing its maturing short-term obligations as needed.  At 
 March 31, 1997, these short-term bank lines, revolving credit facilities 
 and receivable purchase facilities totaled $13.9 billion, which represented 
 80% of net short-term indebtedness outstanding at March 31, 1997.
 
     Interest rate risk is measured and controlled through the use of two
 different techniques; static gap analysis and financial forecasting, both of
 which incorporate assumptions as to future events.  The Company's gap
 position is defined as the sum of floating rate asset balances and principal
 payments on fixed rate assets, less the sum of floating rate liability
 balances and principal payments on fixed rate liabilities.  The Company
 measures its gap position at various time horizons, ranging from three months
 to five years.  The Company seeks to maintain a positive one-year gap
 position within a range of 15% of total earnings assets, although the one-year 
 gap position is not necessarily illustrative of the gap position at
 shorter or longer time horizons.  The Company's twelve-month gap indicates
 that a greater percentage of assets than liabilities reprice within a one-year 
 time frame.  Generally, the combination of a positive gap position and a
 rising rate environment will result in assets repricing to higher rates more
 quickly than liabilities, thereby producing wider lending spreads over a
 given time frame.  Conversely, the combination of a positive gap and a
 falling rate environment will generally result in narrowing lending spreads
 over a given time frame.  The Company believes that its portfolio has
 repricing characteristics that mitigate the impact of rate movements over
 both the short- and long-term.  In addition to the gap analysis, the Company
 uses financial forecasting to evaluate the impact on earnings under a variety
 of scenarios that may incorporate changes in the absolute level of interest
 rates, the shape of the yield curve, prepayments, interest rate spread
 relationships and changes in the volumes and rates of various asset and
 liability categories.
 
     Additionally, the Company believes it has access to other sources of
 liquidity, which to date it has either accessed only on a limited basis, such
 as securitization of assets, or has not accessed, such as the issuance of
 alternative forms of capital, including preferred stock.
 
     Management believes that the Company has limited exposure to exchange
 rate risk related to its foreign operations.  At March 31, 1997,
 approximately 10% of the Company's revenues and 14% of its consolidated net
 earnings were denominated in foreign currencies, principally the Japanese
 yen.  Prior to 1995, the Japanese yen had generally appreciated against the
 U.S. dollar, which had a positive impact on the translated value of the
 Company's yen-denominated investment in Japan to its consolidated equity and
 translated value of Japanese earnings to the Company's consolidated earnings. 
 From 1995 through March 1997, the value of the Japanese yen has generally
 depreciated against the U.S. dollar, which has had the opposite impact on
 consolidated equity and earnings.
 
     The Company has historically considered currency hedging as a tool to
 manage foreign exchange risk on predictable cash flows between the U.S. and
 its foreign subsidiaries.  However, it has not been the historical practice
 of the Company to hedge its net investment in such subsidiaries, and
 therefore at March 31, 1997 the Company was exposed to unrealized translation
 adjustments that arise from movements in foreign currencies, principally the
 yen.  During the first quarter of 1997, the Company began taking measures to
 hedge a portion of its net investment in its Japanese subsidiary, principally
 through the use of foreign currency exchange contracts.
 
 Year 2000 Compliance
 
     The Company has and will continue to make certain investments in its
 software systems and applications to ensure the Company is year 2000
 compliant.  The financial impact to the Company has not been and is not
 anticipated to be material to its financial position or results of
 operations.
 
 Recent Accounting Pronouncements
 
      In February 1997, The Financial Accounting Standards Board issued
 Statement of Financial Accounting Standards No. 128 "Earnings Per Share"
 ("SFAS 128").  SFAS 128 specifies new requirements for the computation,
 presentation and disclosure of earnings per share information effective for
 financial statements issued for periods ending after December 15, 1997,
 including interim periods.  On adoption, it will require the restatement of
 all prior period earnings per share data.  The Company will adopt SFAS 128 in
 the fourth quarter of 1997.  At such time, all prior period earnings per
 share data will be restated.  The adoption of SFAS 128 is not expected to
 have a significant effect on the Company's previously reported earnings per
  share data.<PAGE>
                  PART II - OTHER INFORMATION
 
 ITEM 1.    LEGAL PROCEEDINGS.
 
        None to report.
 
 ITEM 2.    CHANGES IN SECURITIES.
 
       None to report.
 
 ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.
 
       None to report.
 
 ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
       None to report.
 
 ITEM 5.    OTHER INFORMATION.
 
       None to report.
 
 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
 
       (a)       Exhibits
          
          (12) Computation of Ratio of Earnings to Fixed Charges.
 
          (27) Financial Data Schedule.
 
       (b)       Reports on Form 8-K
 
          During the first quarter ended March 31, 1997, First Capital
           filed a Current Report on Form 8-K dated January 28, 1997
           announcing financial results for the year ended December 31,
           1996.
 
                           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.
 
                           May 13, 1997
 
                           ASSOCIATES FIRST CAPITAL CORPORATION
                                       (registrant)
 
 
 
 
 
                           By/s/   Kevin P. Hegarty                  
                             Senior Vice President, Comptroller and
                              Principal Accounting Officer
  <PAGE>
                              INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
                                                                  
  SEQUENTIALLY
  EXHIBIT                                                           
 NUMBERED
  NUMBER                    EXHIBIT                                    PAGE
 
 -----------------------------------------------------------------------------
  <S>     <C>                                                      <C>
   12      -- Computation of Ratio of Earnings to Fixed Charges
   27      -- Financial Data Schedule
  
  </TABLE>
  ------------
 
  
<PAGE>
                                                             EXHIBIT 12
 
 
 
              ASSOCIATES FIRST CAPITAL CORPORATION
 
       COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                  (Dollar Amounts in Millions)
 
 
 
                                                Three Months Ended
                                                     March 31      
                                               1997            1996
 
 Fixed Charges (a)
 
   Interest expense                          $  637.4         $580.5
 
   Implicit interest in rent                      6.0            4.8
 
     Total fixed charges                     $  643.4         $585.3
 
 Earnings (b)
 
   Earnings before provision for income
    taxes                                    $  377.5         $316.8
 
   Fixed charges                                643.4          585.3
 
     Earnings, as defined                    $1,020.9         $902.1
 
 
 Ratio of Earnings to Fixed Charges              1.59           1.54
 
           
 (a)  For purposes of such computation, the term "fixed charges" represents
       interest expense and a portion of rentals representative of an implicit
       interest factor for such rentals.
 
 (b)  For purposes of such computation, the term "earnings" represents earnings
       before provision for income taxes, plus fixed charges.
 
  <PAGE>

<TABLE> <S> <C>

 
  <PAGE>
<ARTICLE>     5
 <LEGEND>
 0 MEANS NOT APPLICABLE OR NOT SEPARATELY DISCLOSED. This schedule contains
 summary financial information extracted from the Company's unaudited
 consolidated financial statements as of March 31, 1997 and the three months
 then ended and is qualified in its entirety by reference to such consolidated
 financial statements.
 </LEGEND>
 <CIK>        0000007974
 <NAME>       ASSOCIATES FIRST CAPITAL CORPORATION
 <MULTIPLIER> 1,000,000
        
 <S>                             <C>
 <PERIOD-TYPE>                   3-MOS
 <FISCAL-YEAR-END>                            DEC-31-1997
 <PERIOD-END>                                 MAR-31-1997
 <CASH>                                            344
 <SECURITIES>                                    1,148
 <RECEIVABLES>                                  47,701
 <ALLOWANCES>                                    1,676
 <INVENTORY>                                         0
 <CURRENT-ASSETS>                                    0
 <PP&E>                                              0
 <DEPRECIATION>                                      0
 <TOTAL-ASSETS>                                 49,211
 <CURRENT-LIABILITIES>                               0
 <BONDS>                                        41,917
 <COMMON>                                            4
                                0
                                          0
 <OTHER-SE>                                      5,555
 <TOTAL-LIABILITY-AND-EQUITY>                   49,211
 <SALES>                                         1,927
 <TOTAL-REVENUES>                                1,927
 <CGS>                                               0
 <TOTAL-COSTS>                                   1,549
 <OTHER-EXPENSES>                                  567
 <LOSS-PROVISION>                                  344
 <INTEREST-EXPENSE>                                637
 <INCOME-PRETAX>                                   378
 <INCOME-TAX>                                      140
 <INCOME-CONTINUING>                               238
 <DISCONTINUED>                                      0
 <EXTRAORDINARY>                                     0
 <CHANGES>                                           0
 <NET-INCOME>                                      238
 <EPS-PRIMARY>                                    0.69
 <EPS-DILUTED>                                       0
         
 
</TABLE>


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