<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, 1997
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, 1997 and 1996
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1997
Notes to Financial Statements
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1997
Item 27d - Schedule of Reportable Transactions for the
year ended December 31, 1997
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 29, 1998 By /s/ John W. Lee
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:
We have audited the accompanying financial statements of net assets available
for benefits of the Associates Savings and Profit-Sharing Plan as of December
31, 1997 and 1996 and the related statement of changes in net assets available
for benefits for the year ended December 31, 1997. 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, 1997 and 1996, and the changes in net assets available for
benefits for the year ended December 31, 1997 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, 1997, and reportable
transactions for the year ended December 31, 1997 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.
/s/ Coopers & Lybrand L.L.P.
Dallas, Texas
June 26, 1998<PAGE>
ASSOCIATES SAVINGS AND PROFIT-SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
ASSETS
<S> <C> <C>
Investments - NOTE 3
Money market mutual fund (at fair
market value) $ 76,393,238 $ 69,191,976
Mutual funds (at fair market value) 227,186,919 164,923,863
Common stock (at fair market value) 37,430,185 18,241,707
Loans to participants 23,353,464 20,278,690
------------ -----------
364,363,806 272,636,236
Employer contributions receivable 19,674,080 15,771,396
------------ ------------
Net assets available for benefits $384,037,886 $288,407,632
============ ============
</TABLE>
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, 1997
<TABLE>
<CAPTION>
1997
<S> <C>
Additions
Contributions:
Employer 27,127,564
Participants 33,240,405
Dividend and interest income 22,151,141
Net appreciation in fair value of
investments 37,294,904
Other (1,827)
Total additions 119,812,187
Deductions
Benefits paid to participants 24,181,933
Increase in assets available for
benefits 95,630,254
Net assets available for benefits:
Beginning of year 288,407,632
End of year $384,037,886
</TABLE>
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. As
described in NOTE 4, on April 7, 1998, Ford completed a spin-off of its
interest in First Capital through a tax-free distribution of Ford's First
Capital shares to Ford common and class B stockholders. Effective with the
distribution, First Capital became a fully independent company.
Fidelity Management Trust Company (the "Trustee") holds the Plan's assets
in trust. 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 1997, 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, 1997 and 1996, discretionary
profit-sharing contributions were $19,674,080 and $15,771,396,
respectively.
Forfeitures
-----------
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 1997 and 1996 were $4,153,373 and $3,014,043, 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, 1997 and 1996 by investment program is as
follows:
<TABLE>
<CAPTION>
December 31
1997 1996
---- ----
<S> <C> <C>
Fidelity Retirement Money Market Portfolio 12,090 10,961
Fidelity Intermediate Bond Fund 2,666 1,712
Fidelity Growth and Income Portfolio 1,708 1,297
Fidelity Puritan Fund 4,114 4,023
Fidelity U.S. Equity Index Portfolio 1,676 745
Fidelity Blue Chip Growth Fund 2,291 1,113
Fidelity Emerging Growth Fund 2,045 1,318
Fidelity Magellan Fund 5,908 5,347
Fidelity Asset Manager Fund 1,688 1,766
Templeton Foreign Fund 1,264 593
Ford Stock Fund 1,806 1,587
Associates Stock Fund 2,891 1,417
</TABLE>
At December 31, 1997, 17,712 participants held assets in the Plan.
Earnings for each investment program are allocated based on participants'
daily balances within that investment program.<PAGE>
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. 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 First
Capital. Because the Fund invests primarily in the First Capital'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
accordance with the terms of the Plan 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
($5,000 after December 31, 1997), 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 or its designee 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, 1997 and 1996, the Plan had
loans receivable from participants amounting to $23,353,464 and
$20,278,690, 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, 1997 and 1996 are as follows
(shares in thousands):
<TABLE>
<CAPTION>
December 31
1997 1996
Number of Value Per Number of Value Per
Shares Share Shares Share
--------- --------- -------- --------
<S> <C> <C> <C> <C>
Fidelity Retirement Money
Market Portfolio 76,393 $ 1.00 69,192 $ 1.00
Fidelity Intermediate Bond
Fund 1,306 10.17 1,250 10.08
Fidelity Growth and Income
Portfolio 575 38.10 325 30.73
Fidelity Puritan Fund 2,550 19.38 2,411 17.24
Fidelity U.S. Equity Index
Portfolio 404 34.98 242 26.95
Fidelity Blue Chip Growth Fund 331 39.46 184 32.69
Fidelity Emerging Growth Fund 530 23.75 312 25.19
Fidelity Magellan Fund 850 95.27 793 80.65
Fidelity Asset Manager Fund 847 18.35 804 16.47
Templeton Foreign Fund 611 9.95 312 10.36
Ford Stock Fund 267 48.69 280 31.88
Associates Stock Fund 339 71.13 202 44.13
</TABLE>
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.
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.
NOTE 3 - FINANCIAL INFORMATION BY FUND
<TABLE>
<CAPTION>
P/F M/F IB/F
(a) (b) (c)
<S> <C> <C> <C>
Net Assets available
for benefits at
December 31, 1996 $ 43,091,869 $ 66,691,213 $ 13,039,960
Contributions
Employer 2,811,094 5,141,276 799,868
Participants 3,367,804 6,052,549 972,175
Dividend and Interest Income 4,244,626 5,609,260 892,008
Net appreciation/(depreciation)
in fair value of investments 5,241,735 11,572,480 113,838
Benefits paid to participants (3,026,753) (4,963,545) (816,392)
Other (Admin Fee) - - -
Transfer among
investment programs (4,130,022) (4,759,228) (1,031,759)
Loans made, net of
principal payments (645,125) (1,383,413) (218,409)
Increase in assets available
for benefits 7,863,359 17,269,379 711,329
Net assets available for
benefits at December 31, 1997 $ 50,955,228 $ 83,960,592 $ 13,751,289
Investments at fair market value
Money market mutual fund $ - $ - $ -
Mutual funds 49,418,619 81,055,375 13,285,572
Common stock - - -
Loans to participants - - -
Employer contributions
receivable 1,536,609 2,905,217 465,717
Net assets available for
benefits at December 31, 1997 $ 50,955,228 $ 83,960,592 $ 13,751,289
(a) Fidelity Puritan Fund
(b) Fidelity Magellan Fund
(c) Fidelity Intermediate Bond Fund
</TABLE>
<TABLE>
<CAPTION>
RMM/P FS/F AM/F T/F
(d) (e) (f ) (g)
<S> <C> <C> <C> <C>
Net Assets available
for benefits at
December 31, 1996 $ 76,374,430 $ 9,476,291 $ 13,823,115 $ 3,455,885
Contributions
Employer 8,469,225 353,549 1,050,024 579,506
Participants 9,949,221 995,321 1,306,803 801,422
Dividend and Interest Income 4,480,186 55,878 1,441,306 679,804
Net appreciation/(depreciation)
in fair value of investments - 4,156,015 1,533,932 (354,562)
NOTE 3 - FINANCIAL INFORMATION BY FUND (continued)
Benefits paid to participants (8,546,608) (756,874) (1,014,151) (299,603)
Other (Admin Fee) - - - -
Transfer among
investment programs (3,556,403) (1,062,405) (1,839,689) 1,559,406
Loans made, net of
principal payments (1,737,479) (155,964) (180,581) (24,328)
Increase in assets available
for benefits 9,058,142 3,585,520 2,297,644 2,941,645
Net assets available for
benefits at December 31, 1997 $ 85,432,572 $ 13,061,811 $ 16,120,759 $ 6,397,530
Investments at fair market value
Money market mutual fund $ 76,393,238 $ - $ - $ -
Mutual funds - - 15,546,089 6,083,147
Common stock - 13,061,811 - -
Loans to participants - - - -
Employer contributions
receivable 9,039,334 - 574,670 314,383
Net assets available for
benefits at December 31, 1997 $ 85,432,572 $ 13,061,811 $ 16,120,759 $ 6,397,530
(d) Fidelity Retirement Money Market Portfolio
(e) Ford Stock Fund
(f ) Fidelity Asset Manager Fund
(g) Templeton Foreign Fund
</TABLE>
<TABLE>
<CAPTION>
AFS/F GI/F BC/F EG/F
(h) (i ) (j ) (k)
<S> <C> <C> <C> <C>
Net Assets available
for benefits at
December 31, 1996 $ 9,877,257 $ 10,601,766 $ 6,450,549 $ 8,390,428
Contributions
Employer 2,281,284 1,912,447 1,375,492 1,257,161
Participants 2,454,101 2,211,980 1,873,601 1,844,020
Dividend and Interest Income 131,136 1,033,814 670,421 2,558,947
Net appreciation/(depreciation)
in fair value of investments 8,260,919 3,324,485 1,622,292 (809,835)
Benefits paid to participants (637,766) (717,625) (548,360) (526,948)
Other (Admin Fee) - - - (1,827)
Transfer among
investment programs 3,742,653 4,883,192 2,544,114 701,246
Loans made, net of
principal payments (253,349) (151,510) (70,885) (110,028)
Increase in assets available
for benefits 15,978,978 12,496,783 7,466,675 4,912,736
Net assets available for
benefits at December 31, 1997 $ 25,856,235 $ 23,098,549 $ 13,917,224 $ 13,303,164
NOTE 3 - FINANCIAL INFORMATION BY FUND (continued)
Investments at fair market value
Money market mutual fund $ - $ - $ - $ -
Mutual funds - 21,933,658 13,092,867 12,607,172
Common stock 24,368,374 - - -
Loans to participants - - - -
Employer contributions
receivable 1,487,861 1,164,891 824,357 695,992
Net assets available for
benefits at December 31, 1997 $ 25,856,235 $ 23,098,549 $ 13,917,224 $ 13,303,164
(h) Associates Stock Fund
(i ) Fidelity Growth & Income Portfolio
(j ) Fidelity Blue Chip Growth Fund
(k) Fidelity Emerging Growth Fund
</TABLE>
<TABLE>
<CAPTION>
USE/F PL
(l ) (m) Total
<S> <C> <C> <C>
Net Assets available
for benefits at
December 31, 1996 $ 6,856,179 $ 20,278,690 $ 288,407,632
Contributions
Employer 1,096,638 27,127,564
Participants 1,411,408 - 33,240,405
Dividend and Interest Income 353,755 - 22,151,141
Net appreciation/(depreciation)
in fair value of investments 2,633,605 - 37,294,904
Benefits paid to participants (407,820) (1,919,488) (24,181,933)
Other (Admin Fee) - - (1,827)
Transfer among
investment programs 2,946,007 2,888 -
Loans made, net of
principal payments (60,303) 4,991,374 -
Increase in assets available
for benefits 7,973,290 3,074,774 95,630,254
Net assets available for
benefits at December 31, 1997 $ 14,829,469 $ 23,353,464 $ 384,037,886
Investments at fair market value
Money market mutual fund $ - $ - $ 76,393,238
Mutual funds 14,164,420 - 227,186,919
Common stock - - 37,430,185
Loans to participants - 23,353,464 23,353,464
Employer contributions
receivable 665,049 - 19,674,080
Net assets available for
benefits at December 31, 1997 $ 14,829,469 $ 23,353,464 $ 384,037,886
(l) Fidelity U. S. Equity Index Portfolio
(m) Participant Loans
</TABLE>
NOTE 4 - SUBSEQUENT EVENT
On April 7, 1998, Ford completed a spin-off of its 80.7% interest in
First Capital through a tax-free distribution in the form of a dividend of
First Capital shares to Ford common and class B stockholders. The spin-off
dividend was payable to stockholders of record on March 12, 1998.
Effective with the distribution, First Capital became a fully independent
company.
Participants with assets in the Ford Stock Fund under the Plan at the close
of business on March 12, 1998, received an allocation of units of the
Associates Stock Fund under the Plan following the spin-off distribution on
April 7, 1998. Each participant's allocation was based on the
participant's proportionate investment in the Ford Stock Fund at the close
of business on March 12, 1998.
As a result of the spin-off distribution, a total of 89,126 shares of First
Capital's Class A common stock were received by the Trustee on behalf of
Plan participants and allocated to the Associates Stock Fund.
The Ford Stock Fund was frozen to new contributions or investments
effective February 17, 1998, and will be liquidated on December 31, 1999.
Any participant investments remaining in the Ford Stock Fund on December
31, 1999, will be moved automatically to the Fidelity Retirement Money
Market Portfolio.
<PAGE>
ASSOCIATES SAVINGS AND PROFIT-SHARING PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
(In Thousands)
<TABLE>
<CAPTION>
Identity of Description Maturity Rate of Fair Market
Issuer of Investment Date Interest Cost Value
---------- ------------- -------- -------- ---- -----------
<S> <C> <C> <C> <C> <C>
Fidelity Puritan
Fund* Mutual Fund N/A N/A $ 42,723 $ 49,419
Fidelity Magellan
Fund* Mutual Fund N/A N/A 67,000 81,055
Fidelity Intermediate
Bond Fund* Mutual Fund N/A N/A 13,303 13,286
Fidelity Retirement Money Market
Money Market Portfolio* Mutual Fund N/A Various 76,393 76,393
Ford Stock Fund* Common Stock N/A N/A 12,260 13,062
Fidelity Asset Manager
Fund* Mutual Fund N/A N/A 13,655 15,546
Templeton Foreign Fund* Mutual Fund N/A N/A 6,436 6,083
Associates Stock Fund* Common Stock N/A N/A 14,791 24,369
Fidelity Growth & Income
Portfolio* Mutual Fund N/A N/A 18,592 21,934
Fidelity Blue Chip Growth
Fund* Mutual Fund N/A N/A 11,526 13,093
Fidelity Emerging Growth
Fund* Mutual Fund N/A N/A 13,565 12,607
Fidelity U.S. Equity
Index Portfolio* Mutual Fund N/A N/A 11,477 14,164
Associates Savings
and Profit-Sharing Loans to
Plan* Participants Various 7% to 10% - 23,353
Total $301,721 $364,364
*Denotes party-in interest
/TABLE
<PAGE>
ASSOCIATES SAVINGS AND PROFIT-SHARING PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(Dollar Amounts In Thousands)
<TABLE>
<CAPTION>
Fair
Market
Cost Value
Identity Purchase Selling of of Net
of Issuer Description of Asset Price Price Asset Asset Gain
<F1>
--------- -------------------- -------- ------- ----- ------ ----
<S> <C> <C> <C> <C> <C> <C>
Fidelity Puritan Mutual Fund
Fund
Purchased $15,041 in a
series of 253 transactions. $15,041 $15,041 $15,041
Sold $12,425 in a series
of 253 transactions. $12,425 11,043 12,425 $1,382
Fidelity Magellan Mutual Fund
Fund
Purchased $26,282 in a
series of 253 transactions. 26,282 26,282 26,282
Sold $20,724 in a series
of 253 transactions. 20,724 18,283 20,724 2,441
Fidelity Intermediate Mutual Fund
Bond Fund
Purchased $4,220 in a
series of 254 transactions. 4,220 4,220 4,220
Sold $3,644 in a series
of 244 transactions. 3,644 3,589 3,644 (55)
Fidelity Retirement Money Market Mutual Fund
Money Market Portfolio
Purchased 54,500 in a
series of 256 transactions. 54,500 54,500 54,500
Sold $47,298 in a series
of 253 transactions. 47,298 47,298 47,298
Fidelity Asset Mutual Fund
Manager Fund
Purchased $5,240 in a
series of 251 transactions. 5,240 5,240 5,240
Sold $4,469 in a series
of 243 transactions. 4,469 3,938 4,469 531
Ford Stock Fund Unitized Stock fund
Purchased $10,284 in a
series of 253 transactions. 10,284 10,284 10,284
Sold $10,432 in a series
of 250 transactions. 10,432 9,652 10,432 780
Associates Stock Fund Unitized Stock Fund
Purchased $28,080 in a
series of 253 transactions. 28,080 28,080 28,080
Sold $21,160 in a series
of 252 transactions. 21,160 19,042 21,160 2,118
<PAGE>
Fair
Market
Cost Value
Identity Purchase Selling of of Net
of Issuer Description of Asset Price Price Asset Asset Gain
<F1>
--------- -------------------- -------- ------- ----- ------ ----
Fidelity Growth & Growth & Income Fund
Income Portfolio
Purchased $13,206 in a
series of 253 transactions. 13,206 13,206 13,206
Sold $4,584 in a series
of 248 transactions. 4,584 4,080 4,584 504
- -----------
<FN>
<F1> 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.
</FN>
</TABLE>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Associates First Capital Corporation on Form S-8 (File No. 333-9215 and File
No. 33-50087) of our report dated June 26, 1998, on our audits of the
financial statements and financial statement schedules of Associates Savings
and Profit-Sharing Plan as of December 31, 1997 which report is included (or
incorporated by reference) in this Annual Report on Form 11-K.
/S/ COOPERS & LYBRAND L.L.P.
Dallas, Texas
June 29, 1998
