<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
________________
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number 1-3950
A. Full title of the plan and the address of the plan:
Associates Savings and
Profit-Sharing Plan
250 Carpenter Freeway, Irving, Texas 75062-2729
B. Name of issuer of the securities held pursuant to the plan and address
of its principal executive office:
Ford Motor Company
The American Road, Dearborn, Michigan 48121-1899
Associates First Capital Corporation
250 East Carpenter Freeway, Irving, Texas 75062-2729
<PAGE>
Required Information
Page(s)
Report of Independent Accountants
Financial Statements and Schedules
Statement of Net Assets Available for Benefits
December 31, 1996 and 1995
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1996
Notes to Financial Statements
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1996
Item 27d - Schedule of Reportable Transactions for the
year ended December 31, 1996
Exhibits
Exhibit 23 - Consent of Coopers & Lybrand L.L.P., filed
with this Report.
Signature
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Qualified Plan Committee has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ASSOCIATES SAVINGS AND PROFIT-SHARING PLAN
June 26, 1997 By /s/ KEVIN P. HEGARTY
Qualified Plan Committee Member
The financial statements and schedules for the Associates Savings and
Profit-Sharing Plan, included in this Annual Report on Form 11-K, have been
prepared in accordance with the financial reporting requirements of the
Employee Retirement Income Security Act of 1974, as amended (ERISA).
<PAGE>
Report of Independent Accountants
To the Board of Directors
of Associates First Capital Corporation and
the Board of Directors of Ford Motor Company:
We have audited the accompanying financial statement of net assets available
for benefits of the Associates Savings and Profit-Sharing Plan as of December
31, 1996 and 1995 and the related statement of changes in net assets available
for benefits for the year ended December 31, 1996. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as
of December 31, 1996 and 1995, and the changes in net assets available for
benefits for the year ended December 31, 1996 in conformity with generally
accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of December 31, 1996, and reportable
transactions for the year ended December 31, 1996 are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, as amended. The
supplemental schedules have been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
Dallas, Texas
May 29, 1997
<PAGE>
ASSOCIATES SAVINGS AND PROFIT-SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1996 and 1995
1996 1995
Investments - NOTE 3
Money market mutual fund (at fair
market value) $ 69,191,976 $ 60,548,497
Mutual funds (at fair market value) 164,923,863 127,240,021
Common stock (at fair market value) 18,241,707 7,659,902
Loans to participants 20,278,690 15,645,920
272,636,236 211,094,340
Employer contributions receivable 15,771,396 13,252,739
Net assets available for benefits $288,407,632 $224,347,079
The accompanying notes are an integral
part of the financial statements.
<PAGE>
ASSOCIATES SAVINGS AND PROFIT-SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 1996
1996
Additions:
Assets directly transferred to the
Plan - NOTE 4 $ 14,579,845
Contributions:
Employer 22,850,509
Participants 27,317,548
Dividend and interest income 23,858,205
Net depreciation in fair value of
investments (613,106)
Other (4,586)
Total additions 87,988,415
Deductions:
Benefits paid to participants 23,927,862
Increase in assets available for
benefits 64,060,553
Net assets available for benefits:
Beginning of year 224,347,079
End of year $288,407,632
The accompanying notes are an integral
part of the financial statements.
<PAGE>
ASSOCIATES SAVINGS AND PROFIT-SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
General
The Associates Savings and Profit-Sharing Plan (the "Plan") is a defined
contribution plan intended to provide assistance in accumulating personal
savings for retirement. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") applicable to
defined contribution pension plans. The Plan is designed to be qualified
under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as
amended. The Plan received a favorable determination letter dated February
23, 1996 from the Internal Revenue Service approving the Plan as a qualified
plan with a related tax-exempt trust. A detailed description of the Plan is
contained in the Plan document.
Certain qualified plans have been merged into the Plan from time to time
pursuant to transactions in which other entities have been acquired by
Associates First Capital Corporation ("First Capital") or its subsidiaries.
The Plan is administered by a committee (the "Committee") appointed by the
board of directors of First Capital. First Capital is a majority indirect-
owned subsidiary of Ford Motor Company ("Ford"). Plan participants may
invest, through the Plan, in Ford and First Capital common stock.
Fidelity Management Trust Company (the "Trustee") holds the Plan's assets.
Participants direct the investments for their accounts. First Capital may,
but is not required to, pay all Trustee fees and the majority of
administrative expenses. During 1996, all Trustee fees and the majority of
administrative expenses were paid by First Capital.
Eligibility and Contributions
Full-time employees of First Capital over the age of 25 become participants
in the Plan on their date of employment. Full-time employees under the age
of 25 become participants in the Plan as of the earlier of completion of one
year of service or attainment of age 25. Part-time employees become
participants in the Plan after completing 1,000 hours of service during their
first 12-consecutive-month period of employment or during any calendar year.
Participants may elect to contribute a portion of their annual compensation
on a pre-tax or post-tax basis (or a combination of both) up to a maximum of
12% of their covered compensation (subject to limitations for highly
compensated employees). First Capital matches participants' contributions up
to 6% of their covered compensation at the rate of 50%. In addition, First
Capital may make profit-sharing contributions to the Plan as the board of
directors of First Capital determines. For the years ended December 31, 1996
and 1995, discretionary profit-sharing contributions were $15,771,396 and
$13,252,739, respectively.
<PAGE>
Forfeitures
Actual forfeitures, which occur when a participant who is not fully vested
terminates employment, are used to (1) restore amounts previously forfeited
by participants but required to be reinstated upon resumption of employment,
subject to certain limitations and conditions, (2) pay First Capital's
matching contributions and discretionary profit-sharing contributions, and (3)
pay Plan expenses not paid by First Capital. Total forfeitures for 1996 and
1995 were $3,014,043 and $2,720,220, respectively.
Investment Participation
Participant contributions are invested in accordance with the participant's
election in one or more of several investment programs.
The investment program options are the same for all contributions made to the
Plan. Participants may change the composition of their share of net assets
and their allocation percentage in each program at any time during the
calendar year. The estimated number of participants with a share of net
assets at December 31, 1996 and 1995 by investment program is as follows:
December 31
1996 1995
Fidelity Retirement Money Market Portfolio 10,961 10,152
Fidelity Intermediate Bond Fund 1,712 1,792
Fidelity Growth and Income Portfolio 1,297 -
Fidelity Puritan Fund 4,023 3,529
Fidelity U.S. Equity Index Portfolio 745 -
Fidelity Blue Chip Growth Fund 1,113 -
Fidelity Emerging Growth Fund 1,318 -
Fidelity Magellan Fund 5,347 5,250
Fidelity Asset Manager Fund 1,766 1,644
Templeton Foreign Fund 593 -
Ford Stock Fund 1,587 1,292
Associates Stock Fund 1,417 -
At December 31, 1996, 16,493 participants held assets in the Plan.
Earnings for each investment program are allocated based on participants'
daily balances within that investment program.
Investment Programs
Fidelity Retirement Money Market Portfolio - Retirement Money Market Portfolio
is a money market fund. It seeks as high a level of current income as is
consistent with the preservation of principal and liquidity. It invests in
high-quality, short-term money market securities of U.S. and foreign issuers.
While the Portfolio seeks to maintain a $1.00 share price, there is no
assurance that it will be able to do so. An investment in the Portfolio is
not insured or guaranteed by the U.S. government. The Portfolio's yield may
fluctuate. Retirement Money Market Portfolio is a relatively conservative,
low-risk investment.
Fidelity Intermediate Bond Fund - Intermediate Bond Fund is an income fund.
It seeks a high level of current income by investing primarily in investment-
grade fixed income obligations rated Baa or better by Moody's or BBB or better
by Standard & Poor's, including corporate bonds, mortgage securities, bank
obligations and U.S. government and agency securities. The Fund's dollar-
weighted average maturity ranges between three and ten years. The Fund's
share price and return may fluctuate.
Fidelity Growth and Income Portfolio - Growth and Income Portfolio is a growth
and income fund. The goal of this Fund is to provide high total return from
a combination of current income and capital growth. This Fund invests
primarily in U.S. and foreign stocks, focusing on those that pay current
dividends and show potential earnings growth. This Fund may also invest in
bonds.
Fidelity Puritan Fund - Puritan Fund is a growth and income fund. It seeks
to maximize income, consistent with preservation of capital, by investing in
a broadly diversified portfolio of domestic and foreign common stocks,
preferred stocks and bonds, including lower-quality, high-yield debt
securities. Dividend amounts will vary. The Fund's share price and return
may fluctuate.
Fidelity U.S. Equity Index Portfolio - U.S. Equity Index Portfolio is a growth
and income fund. The goal of this Fund is to duplicate the composition and
total return of the Standard & Poor's Composite Index of 500 Stocks. This
Fund invests primarily in the 500 companies that compose the S&P 500.
Fidelity Blue Chip Growth Fund - Blue Chip Growth is a growth fund. The goal
of this Fund is to increase the value of investments over the long term
through capital growth. This Fund invests primarily in common stocks of well-
known and established companies that are generally considered industry
leaders. This Fund may also invest in companies the Fund's manager believes
are positioned to become "blue chips" of the future.
Fidelity Emerging Growth Fund - Emerging Growth is a growth fund. The goal
of this Fund is to increase the value of investments over the long term
through capital growth. This Fund invests primarily in stocks of small and
medium-sized developing companies that the Fund's manager believes have the
potential to grow rapidly in earnings or revenues. Such stocks may be subject
to abrupt or erratic price changes. A redemption fee of .75% is charged if
a shareholder sells his/her shares within 90 days after purchase.
Fidelity Magellan Fund - Magellan Fund is a growth fund. It seeks long-term
capital appreciation by investing in the stocks of both well-known and lesser-
known companies with above-average growth potential and a correspondingly
higher level of risk. Securities may be of foreign, domestic and
multinational companies. The Fund's share price and return may fluctuate.
Fidelity Asset Manager Fund - Asset Manager Fund is an asset allocation fund.
It seeks high total return with reduced risk over the long term by allocating
its assets among domestic and foreign equities (including emerging markets
which involve greater risks), bonds and short-term instruments. In order to
achieve its investment objective, the Fund may gradually shift its assets
among and across these groups, within defined ranges, based on the current
outlook of the various markets. Dividend amounts may vary. The Fund will
allocate its assets within the following investment parameters: 10-60% in
stocks, 20-60% in bonds and 0-70% in short-term instruments. Over the long
term, the Fund's allocation will generally fluctuate around a neutral mix of
40% stocks, 40% bonds and 20% short-term instruments. The Fund's share price
and return may fluctuate.
Templeton Foreign Fund - Templeton Foreign is an international growth fund.
The goal of this Fund is to increase the value of investments over the long
term through capital growth. This Fund invests primarily in common stocks,
and it may purchase securities in any foreign country, developed or
developing. Foreign investments involve greater risks and may offer greater
potential returns than U.S. investments. Share price and return will vary.
These risks include political and economic uncertainties of foreign countries,
as well as the risk of currency fluctuations.
Ford Stock Fund - The Ford Stock Fund invests primarily in Ford common stock
with a small percentage of the Fund held in money market investments for
liquidity purposes. The value of the Ford Stock Fund is affected by general
economic conditions as well as factors specifically related to Ford Motor
Company. Because the Fund invests primarily in Ford common stock, it does not
offer the diversification or portfolio management that mutual funds provide
and, as a result, its value may fluctuate more than mutual funds.
Associates Stock Fund - The Associates Stock Fund invests primarily in shares
of First Capital's Class A common stock, $.01 par value, with a small
percentage of the Fund held in short-term investments for liquidity purposes.
The value of The Associates Stock Fund is affected by general economic
conditions as well as factors specifically related to the Company. Because
the Fund invests primarily in the Company's Class A common stock, it does not
offer the diversification or portfolio management that mutual funds provide
and, as a result, its value may fluctuate more than mutual funds.
Vesting
Participants are fully vested at all times in their before-tax and post-tax
elective contributions and in earnings on those contributions. Balances
transferred from certain predecessor plans and rollovers from other qualified
plans are typically also fully vested. Participants become vested in First
Capital's matching contributions made on their behalf, and in earnings
thereon, at a rate of 20% for each year of service. Participants become 100%
vested in First Capital's discretionary profit-sharing contributions after
five years of service. However, certain participants with a last hire date
prior to January 1, 1992, may vest in First Capital's discretionary profit-
sharing contributions at a rate of 20% for each year of service.
Additionally, participants become 100% vested in First Capital's matching and
discretionary profit-sharing contributions made on their behalf, and in
earnings thereon, when they meet the Plan's retirement requirements; become
disabled and eligible for long-term disability benefits; die; or cease
participation due to termination of the Plan.
Benefits
A participant's total account balance is paid to the participant in either
installments or a lump sum upon retirement or disability or in a lump sum upon
termination of employment. If the participant's vested balance is greater
than $3,500, the participant may elect to defer the distribution until the age
of 65. Upon a participant's death while actively employed, the total account
balance is paid to the participant's beneficiary in a lump sum. In lieu of
receiving lump-sum payments, participants may directly rollover their vested
account balances to other qualified plans or individual retirement accounts.
Rollovers
Participants receiving a lump-sum distribution from another qualified plan
may, within the time provided under the Internal Revenue Code, make a rollover
contribution to the Plan if approved by the Committee. In addition, if the
Committee approves, the Plan may accept a direct rollover of an eligible
rollover distribution from another qualified retirement plan. Rollover
contributions do not qualify for matching contributions by First Capital.
Withdrawals
Pursuant to Plan provisions, participants may make withdrawals from their
accounts prior to termination of employment, retirement, disability or death.
Withdrawals are limited to the following: Amounts are taken first from post-
tax contributions and a pro rata portion of the earnings attributable to post-
tax contributions and finally, if the participant is at least age 59-1/2, from
pre-tax contributions and earnings.
Participants may make a withdrawal from pre-tax contributions (but not from
the related earnings) prior to age 59-1/2 in the event of financial hardship
(i.e., excess medical expenses, tuition payments, purchase of a primary
residence, or imminent eviction or foreclosure). Proof of the financial
hardship must be submitted to the Committee for approval.
Loans to Participants
The Committee or its designee may authorize a loan or loans from the Plan to
participants. Participant loans are limited to 50% of a participant's vested
interest up to the maximum specified by a plan formula; however, the minimum
loan request is $500. At December 31, 1996 and 1995, the Plan had loans
receivable from participants amounting to $20,278,690 and $15,645,920,
respectively. These loans bear interest at prime plus 1%, payable in semi-
monthly or weekly installments up to 60 months (except for loans used to
purchase primary residences), and are collateralized by the participants'
vested interest in the Plan. Loans for primary residence mortgages may be
paid back over 25 years. Repayment of loan amounts, including interest, are
payroll deducted and allocated to participant accounts consistent with
investment elections.
Participant Accounts
Each participant's account is credited with the participant's contributions
and allocations of First Capital's matching and profit sharing contributions,
as applicable, and Plan earnings. Plan administrative expenses are paid
primarily by First Capital. Allocations are based on the participant's
compensation, as defined in the Plan, or account balances, as applicable. The
benefit to which a participant is entitled is the benefit that can be provided
from the participant's vested account.
Asset Values and Number of Shares
The number of shares and the asset value per share by investment within the
investment program of the Plan at December 31, 1996 and 1995 are as follows
(shares in thousands):
December 31
1996 1995
Number of Value Per Number of Value Per
Shares Share Shares Share
Fidelity Retirement Money
Market Portfolio 69,192 $ 1.00 60,548 $ 1.00
Fidelity Intermediate Bond
Fund 1,250 10.08 1,207 10.41
Fidelity Growth and Income
Portfolio 325 30.73 - -
Fidelity Puritan Fund 2,411 17.24 2,020 17.01
Fidelity U.S. Equity Index
Portfolio 242 26.95 - -
Fidelity Blue Chip Growth Fund 184 32.69 - -
Fidelity Emerging Growth Fund 312 25.19 - -
Fidelity Magellan Fund 793 80.65 796 85.98
Fidelity Asset Manager Fund 804 16.47 750 15.85
Templeton Foreign Fund 312 10.36 - -
Ford Stock Fund 280 31.88 638 12.00
Associates Stock Fund 202 44.13 - -
Plan Termination
Although it has not expressed any intention to do so, First Capital has the
right to terminate the Plan. Upon termination, First Capital and the
Committee will direct the Trustee to distribute the assets of the Plan to
participants in accordance with the terms of the Plan. In the event of
termination of the Plan, all participants will become fully vested in their
accounts.
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of
accounting.
Investments
Investments in common stock are accounted for as of the trade date and are
valued at quoted market prices. Investments in mutual funds are valued at
fair value as determined by each fund manager based on the fair value of the
underlying fund securities.
Loans to participants are carried at the original loan principal balance less
principal repayments.
Dividend and interest income are recognized as earned.
The Plan presents, in the statement of changes in net assets available for
benefits, the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Contributions
Contributions to the Plan from employees and matching contributions from First
Capital and participating subsidiaries are recorded in the period that payroll
deductions are made from Plan participants' earnings. Discretionary profit-
sharing contributions to the Plan from First Capital and participating
subsidiaries are recorded for the Plan year with respect to which such profit-
sharing contributions are made.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of net assets available for benefits at the
date of the financial statements and the reported amounts of changes in net
assets available for benefits during the reporting period. Actual results
could differ from those estimates.
<PAGE>
<TABLE>
<CAPTION>
NOTE 3 - FINANCIAL INFORMATION BY FUND 1996
<S> <C> <C> <C> <C> <C> <C>
P/F M/F IB/F RMM/P FS/F AM/F
(a)<F1> (b)<F2> (c)<F3> (d)<F4> (e)<F5> (f )<F6>
Net Assets available
for benefits at
December 31, 1995 $ 35,840,411 $ 71,887,996 $ 13,071,425 $ 67,276,413 $ 8,104,017 $ 12,520,897
------------ ------------ ------------ ------------ ----------- ------------
Assets transferred
directly to the Plan 2,031,805 3,038,797 611,522 4,855,849 243 327,005
Contributions
Employer 2,902,596 5,628,900 842,333 8,004,283 896,178 1,143,465
Participants 3,776,593 7,696,139 1,034,259 9,356,379 1,495,384 1,600,956
Dividend and Interest
Income 5,282,349 11,970,370 945,606 3,797,885 70,916 1,151,200
Net appreciation/
(depreciation) in
fair value of investment 510,386 (4,210,156) (403,681) - 936,188 510,511
Benefits paid to
participants (3,318,174) (5,821,224) (1,012,474) (9,614,198) (1,113,845) (1,079,425)
Other (Admin Fee) - - - - - -
Transfer among
investment programs (3,133,795) (21,885,889) (1,867,500) (5,263,492) (419,071) (2,078,177)
Loans made, net of
principal payments (800,302) (1,613,720) (181,530) (2,038,689) (493,719) (273,317)
----------- ------------ ----------- ----------- --------- ------------
Increase in assets available
for benefits 7,251,458 (5,196,783) (31,465) 9,098,017 1,372,274 1,302,218
Net assets available for
benefits at
December 31, 1996 $ 43,091,869 $ 66,691,213 $ 13,039,960 $ 76,374,430 $ 9,476,291 $ 13,823,115
============ ============ ============ ============ =========== ============
Investments
Money market
mutual fund - - - $ 69,191,976 - -
Mutual funds $ 41,559,964 $ 63,925,195 $ 12,595,744 - - $ 13,241,090
Common Stock - - - - $ 9,054,034 -
Loan to participants - - - - - -
Employer contributions
receivable 1,531,905 2,766,018 444,216 7,182,454 422,257 582,025
------------ ------------ ------------ ----------- ----------- ------------
Net assets available for
benefits at
December 31, 1996 $ 43,091,869 $ 66,691,213 $ 13,039,960 $ 76,374,430 $ 9,476,291 $ 13,823,115
============= ============ ============ ============ =========== ============
<FN>
<F1> (a) Fidelity Puritan Fund
<F2> (b) Fidelity Magellan Fund
<F3> (c) Fidelity Intermediate Bond Fund
<F4> (d) Fidelity Retirement Money Market Portfolio
<F5> (e) Ford Stock Fund
<F6> (f) Fidelity Asset Manager Fund
/TABLE
<PAGE>
<TABLE>
<CAPTION>
NOTE 3 - FINANCIAL INFORMATION BY FUND (Cont.) 1996
<S> <C> <C> <C> <C> <C>
T/F AFS/F GI/F BC/F EG/F
(g)<F7> (h)<F8> (i)<F9> (j )<F10> (k)<F11>
Net Assets available
for benefits at
December 31, 1995 $ - $ - $ - $ - $ -
------------ ------------ -----------
Assets transferred
directly to the Plan - - 800,577 - -
Contributions
Employer 255,955 836,003 736,337 539,091 675,153
Participants 183,410 605,396 484,260 345,932 503,499
Dividend and Interest
Income 97,435 25,756 201,666 110,005 113,024
Net appreciation/
(depreciation) in
fair value of investment 102,599 542,766 550,659 277,213 79,340
Benefits paid to
participants (10,048) (14,269) (237,049) (18,669) (16,330)
Other (Admin Fee) - - - - (4,586)
Transfer among
investment programs 2,803,284 7,857,520 8,076,670 5,176,778 7,024,535
Loans made, net of
principal payments 23,250 24,085 (11,354) 20,199 15,793
---------- ---------- ---------- --------- ---------
Increase in assets available
for benefits 3,455,885 9,877,257 10,601,766 6,450,549 8,390,428
----------- --------- ---------- --------- ----------
Net assets available for
benefits at
December 31, 1996 $ 3,455,885 $ 9,877,257 $ 10,601,766 $ 6,450,549 $ 8,390,428
============ ============ ============ ============ ===========
Investments
Money market
mutual fund - - - - -
Mutual funds $ 3,241,464 - $ 9,986,495 $ 5,999,791 $ 7,847,164
Common Stock - $ 9,187,673 - - -
Loan to participants - - - - -
Employer contributions
receivable 214,421 689,584 615,271 450,758 543,264
----------- ----------- ----------- ----------- -----------
Net assets available for
benefits at
December 31, 1996 $ 3,455,885 $ 9,877,257 $10,601,766 $ 6,450,549 $ 8,390,428
============= ============ ============ =========== ===========
<FN>
<F7> (g) Templeton Foreign Fund
<F8> (h) Associates Stock Fund
<F9> (i) Fidelity Growth & Income Portfolio
<F10> (j) Fidelity Blue Chip Growth Fund
<F11> (k) Fidelity Emerging Growth Fund
<F12> (L) Fidelity U. S. Equity Index Portfolio
/TABLE
<PAGE>
<TABLE>
<CAPTION>
NOTE 3 - FINANCIAL INFORMATION BY FUND (Cont.) 1996
<S> <C> <C> <C>
USE/F PL
(l )<F12> (m)<F13> Total
Net Assets available
for benefits at
December 31, 1995 $ - $ 15,645,290 $ 224,347,079
------------ ------------ -------------
Assets transferred
directly to the Plan 2,025,170 888,877 14,579,845
Contributions
Employer 390,215 22,850,509
Participants 235,341 - 27,317,548
Dividend and Interest
Income 91,993 - 23,858,205
Net appreciation/
(depreciation) in
fair value of investment 491,069 - (613,106)
Benefits paid to
participants (63,626) (1,608,531) (23,927,862)
Other (Admin Fee) - - (4,586)
Transfer among
investment programs 3,708,090 1,047 -
Loans made, net of
principal payments (22,073) 5,351,377 -
--------- --------- -------------
Increase in assets available
for benefits 6,856,179 4,632,770 64,060,553
--------- --------- -------------
Net assets available for
benefits at
December 31, 1996 $ 6,856,179 $ 20,278,690 $ 288,407,632
============ =========== ==============
Investments
Money market
mutual fund - - $ 69,191,976
Mutual funds $ 6,526,956 - 164,923,863
Common Stock - - 18,241,707
Loan to participants - $ 20,278,690 20,278,690
Employer contributions
receivable 329,223 - 15,771,396
----------- ------------ -------------
Net assets available for
benefits at
December 31, 1996 $ 6,856,179 $ 20,278,690 $ 288,407,632
=========== =========== ==============
<FN>
<F13> (m) Participant Loans
</TABLE>
<PAGE>
NOTE 4 - MERGED PLANS
As a result of the July 1, 1996 acquisition of USL Capital Fleet Services by
First Capital, the assets and liabilities of the USL Capital Corporation
Retirement Plan for Employees of USL Capital Fleet Services were merged with
the Plan effective September 3, 1996.
<PAGE>
ASSOCIATES SAVINGS AND PROFIT-SHARING PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
(In Thousands)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Identity of Description Maturity Rate of Fair Market
Issuer of Investment Date Interest Cost Value
Fidelity Puritan
Fund Mutual Fund N/A N/A $ 38,723 $ 41,560
Fidelity Magellan
Fund Mutual Fund N/A N/A 59,002 63,925
Fidelity Intermediate
Bond Fund Mutual Fund N/A N/A 12,781 12,596
Fidelity Retirement Money Market
Money Market Portfolio Mutual Fund N/A Various 69,192 69,192
Ford Stock Fund Common Stock N/A N/A 8,667 9,054
Fidelity Asset Manager
Fund Mutual Fund N/A N/A 12,353 13,241
Templeton Foreign Fund Mutual Fund N/A N/A 3,141 3,241
Associates Stock Fund Common Stock N/A N/A 8,714 9,188
Fidelity Growth & Income
Portfolio Mutual Fund N/A N/A 9,465 9,986
Fidelity Blue Chip Growth
Fund Mutual Fund N/A N/A 5,734 6,000
Fidelity Emerging Growth
Fund Mutual Fund N/A N/A 7,782 7,847
Fidelity U.S. Equity
Index Portfolio Mutual Fund N/A N/A 6,083 6,527
Associates Savings
and Profit-Sharing Loans to
Plan Participants Various 7% to 10% - 20,279
Total $241,637 $272,636
</TABLE>
<PAGE>
ASSOCIATES SAVINGS AND PROFIT-SHARING PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Dollar Amounts In Thousands)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Fair
Market
Cost Value
Identity Purchase Selling of of Net
of Issuer Description of Asset Price Price Asset Asset Gain
(a)
Fidelity Puritan Mutual Fund
Fund Purchased $22,863 in a
series of 255 transactions. $22,863 $22,863 $22,863
Sold $16,174 in a series
of 253 transactions. $16,174 15,364 16,174 $ 810
Fidelity Magellan Mutual Fund
Fund Purchased $39,480 in a
series of 255 transactions. 39,480 39,480 39,480
Sold $39,773 in a series
of 254 transactions. 39,773 38,442 39,773 1,331
Fidelity Intermediate
Bond Fund Mutual Fund
Purchased $5,474 in a
series of 253 transactions. 5,474 5,474 5,474
Sold $5,040 in a series
of 243 transactions. 5,040 4,960 5,040 (80)
Fidelity Money Market Mutual
Retirement Money Fund
Market Portfolio Purchased 46,039 in a
series of 258 transactions. 46,039 46,039 46,039
Sold $37,396 in a
series of 254 transactions. 37,396 37,396 37,396
Fidelity Asset Mutual Fund
Manager Fund Purchased $7,577 in a
series of 253 transactions. 7,577 7,577 7,577
Sold $6,733 in a
series of 247 transactions 6,733 6,235 6,733 498
Ford Stock Fund Unitized Stock Fund
Purchased $16,596 in a
series of 253 transactions. 16,596 16,596 16,596
Sold $16,138 in a series
of 245 transactions. 16,138 15,563 16,138 575
Associates Stock Fund Unitized Stock Fund
purchased $10,534 in a
series of 84 transactions. 10,534 10,534 10,534
Sold $1,889 in a series
of 76 transactions. 1,889 1,820 1,889 69
</TABLE>
<PAGE>
ASSOCIATES SAVINGS AND PROFIT-SHARING PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Dollar Amounts In Thousands)
<TABLE>
<S> <C> <C> <C> <C> <C>
Fair
Market
Cost Value
Identity Purchase Selling of of Net
of Issuer Description of Asset Price Price Asset Asset Gain
(a)
Fidelity Growth & Growth & Income Fund
Income Portfolio Purchased $10,499 in a
series of 83 transactions. 10,499 10,499 10,499
Sold $1,063 in a series
of 62 transactions. 1,063 1,033 1,063 30
__________
(a) Represents the fair market value of the asset at the date of purchase
for purchase reportable transactions and the fair market value of the
asset at the date of sale for sell reportable transactions.
</TABLE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
Re: Associates Savings and Profit-Sharing Plan Registration Statement No.
333-9215 and Registration Statement No. 33-50087
We consent to the incorporation by reference in the above Registration
Statements on Form S-8 of our report dated May 29, 1997 to the Board of
Directors of Associates First Capital Corporation and the Board of Directors
of Ford Motor Company which is included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
June 26, 1997
