SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----- FORM 10-Q (Mark One) /x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 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 numbers 1-6368 FORD MOTOR CREDIT COMPANY - ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 38-1612444 - -------------------- ----------------------------------- (State of Incorporation) (I.R.S. employer identification no.) The American Road, Dearborn, Michigan 48121 - --------------------------------------- --------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (313) 322-3000 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 APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 250,000 shares of common stock as of July 31, 1995. The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form in reduced disclosure format. PAGE 1 OF 22. EXHIBIT INDEX APPEARS AT PAGE 18. <PAGE 2> FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES PART 1. FINANCIAL INFORMATION Item 1. Financial Statements - The interim financial data presented herein are unaudited, but in the opinion of management reflect all adjustments necessary for a fair presentation of such information. Results for interim periods should not be considered indicative of results for a full year. Reference should be made to the financial statements contained in the registrant's Annual Report on Form 10-K for the year ended December 31, 1994 (the "10-K Report"). Information relating to earnings a share is not presented because the registrant, Ford Motor Credit Company ("Ford Credit"), is a wholly owned subsidiary of Ford Motor Company ("Ford"). FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES Condensed Consolidated Statement of Income and of Earnings Retained for Use in the Business For the Periods Ended June 30, 1995 and 1994 (in millions) Second Quarter First Half 1995 1994 1995 1994 --------- ---------- ---------- ---------- (Unaudited) (Unaudited) Financing Revenue Operating leases $ 1,717.2 $ 1,261.3 $ 3,379.1 $ 2,371.5 Retail 892.8 794.5 1,721.9 1,589.6 Wholesale 401.0 248.9 742.8 435.3 Diversified 36.9 27.4 69.9 52.7 Other 84.7 66.6 165.2 124.0 ---------- ---------- ---------- ---------- Total financing revenue 3,132.6 2,398.7 6,078.9 4,573.1 Investment and other income 121.6 194.7 234.2 277.5 ---------- ---------- ---------- ---------- Total revenue 3,254.2 2,593.4 6,313.1 4,850.6 Expenses Depreciation on operating leases 1,255.9 934.9 2,440.4 1,744.4 Interest expense 1,245.1 845.4 2,401.7 1,605.6 Operating expenses 200.1 230.4 470.3 443.4 Provision for credit losses 79.2 61.2 156.5 132.3 ---------- ---------- ---------- ---------- Total expenses 2,780.3 2,071.9 5,468.9 3,925.7 ---------- ---------- ---------- ---------- Equity in net income of affiliated companies 48.4 51.2 107.0 104.8 Income before income taxes 522.3 572.7 951.2 1,029.7 Provision for income taxes 177.4 201.2 315.3 357.1 ---------- ---------- ---------- ---------- Income before minority interest 344.9 371.5 635.9 672.6 Minority interest in net income of subsidiaries 3.7 2.9 6.8 5.2 ---------- ---------- ---------- ---------- Net income 341.2 368.6 629.1 667.4 Earnings retained for use in the business Beginning of period 6,137.1 5,198.7 5,849.2 4,899.9 Dividends 0 0 0 0 ---------- ---------- ---------- ---------- End of period $ 6,478.3 $ 5,567.3 $ 6,478.3 $ 5,567.3 ========== ========== ========== ========== <FN> Certain amounts for Second Quarter and First Half 1994 have been reclassified to conform with presentations adopted in subsequent periods. The accompanying notes are part of the financial statements. /TABLE <PAGE 3> FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES Condensed Consolidated Balance Sheet (in millions) June 30, December 31, June 30, 1995 1994 1994 ----------- ----------- ----------- ASSETS (Unaudited) (Unaudited) Cash and cash equivalents $ 630.8 $ 292.0 $ 1,094.6 Investments in securities 1,737.1 1,596.3 1,258.9 Finance receivables, net (Note 1) 61,193.2 56,946.5 55,260.8 Accounts and notes receivable from affiliated companies 399.5 250.3 381.4 Equity in net assets of affiliated companies 1,553.1 1,346.5 1,253.7 Net investment, operating leases 22,637.5 19,993.9 16,567.9 Other assets 2,510.4 2,799.0 2,160.4 ----------- ----------- ----------- Total assets $ 90,661.6 $ 83,224.5 $ 77,977.7 =========== =========== =========== LIABILITIES AND STOCKHOLDER'S EQUITY Liabilities Accounts payable Trade, customer deposits, and dealer reserves $ 1,466.1 $ 1,326.5 $ 1,160.8 Affiliated companies 527.1 496.0 764.1 ----------- ----------- ----------- Total accounts payable 1,993.2 1,822.5 1,924.9 Debt (Note 2) 76,215.0 70,440.4 65,656.7 Deferred income taxes 2,799.3 2,405.9 2,210.6 Other liabilities and deferred income 1,685.5 1,495.6 1,421.1 ----------- ----------- ----------- Total liabilities 82,693.0 76,164.4 71,213.3 Minority interest in net assets of subsidiaries 575.1 397.5 400.4 Stockholder's Equity Capital stock, par value $100 a share, 250,000 shares authorized, issued and outstanding 25.0 25.0 25.0 Paid-in surplus (contributions by stockholder) 917.3 917.3 917.3 Unrealized (loss)/gain on marketable securities, net of taxes 29.7 (70.0) (34.9) Foreign-currency translation adjustments (56.8) (58.3) (110.7) Earnings retained for use in the business 6,478.3 5,848.6 5,567.3 ----------- ----------- ----------- Total stockholder's equity 7,393.5 6,662.6 6,364.0 ----------- ----------- ----------- Total liabilities and stockholder's equity $ 90,661.6 $ 83,224.5 $ 77,977.7 =========== =========== =========== <FN> Certain amounts for June 1994 have been reclassified to conform with presentations adopted in subsequent periods. The accompanying notes are part of the financial statements. <PAGE 4> FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES Consolidated Statement of Cash Flows For the Periods Ended June 30, 1995 and 1994 (in millions) First Half 1995 1994 ---------- ---------- (Unaudited) Cash flows from operating activities Net income $ 629.1 $ 667.4 Adjustments to reconcile net income to net cash provided by operating activities Provision for credit losses 156.5 132.3 Depreciation and amortization 2,564.5 1,772.7 Gain on sales of finance receivables 0 (19.3) Gain on sale of investment 0 (58 3) Equity in net income of affiliates (107.0) (104.8) Deferred income taxes 393.7 81.6 Changes in the following items Other assets 78.5 196.6 Other liabilities 397.6 697.0 Other 110.1 25.1 ---------- ---------- Net cash provided by operating activities 4,223.0 3,390.3 ---------- ---------- Cash flows from investing activities Purchase of finance receivables (15,493.3) (13,866.3) Collection of finance receivables 13,022.8 11,263.8 Net change in wholesale receivables (1,849.9) (3,008.6) Proceeds from sales of finance receivables 0 1,013.3 Purchase of operating lease vehicles (8,683.7) (6,987.8) Proceeds from sale of operating leases 634.5 0 Liquidation of operating leases vehicles 2,974.1 1,245.5 Other (136.4) 151.6 ---------- ---------- Net cash used in investing activities (9,531.9) (10,188.5) ---------- ---------- Cash flows from financing activities Proceeds from issuance of long-term debt 6,056.0 6,573.9 Principal payments on long-term debt (2,808.3) (4,345.2) Change in short-term debt, net 2,300.7 4,579.3 Other 98.2 93.1 ---------- ---------- Net cash provided by financing activities 5,646.6 6,901.1 ---------- ---------- Effect of exchange rate changes on cash and cash equivalents 1.1 (0.6) ---------- ---------- Net change in cash and cash equivalents 338.8 102.3 Cash and cash equivalents, beginning of period 292.0 992.3 ---------- ---------- Cash and cash equivalents, end of period $ 630.8 $ 1,094.6 ========== ========== Supplementary cash flow information Interest paid $ 2,250.3 $ 1,560.8 Taxes paid 73.9 223.0 <FN> Certain amounts for First Half 1994 have been reclassified to conform with presentations adopted in subsequent periods. The accompanying notes are part of the financial statements. <PAGE 5> FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES Notes To Financial Statements Note 1. Finance Receivables (in millions) June 30, December 31, June 30, 1995 1994 1994 ----------- ----------- ----------- (Unaudited) (Unaudited) Retail $ 43,116.5 $ 40,566.6 $ 39,799.7 Wholesale 17,123.1 15,252.9 14,684.9 Diversified 2,807.0 2,738.2 2,595.5 Other 4,574.5 4,263.8 4,036.6 ----------- ----------- ----------- Total finance receivables 67,621.1 62,821.5 61,116.7 Add loan origination costs 177.2 155.6 141.3 Less Unearned income (5,964.2) (5,371.0) (5,259.8) Allowance for credit losses (640.9) (659.6) (737.4) ----------- ----------- ----------- Finance receivables, net $ 61,193.2 $ 56,946.5 $ 55,260.8 =========== =========== =========== <PAGE 6> FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES Notes To Financial Statements (continued) Note 2. Debt (in millions) June 30, December 31, June 30, 1995 1994 1994 ----------- ----------- ----------- (Unaudited) (Unaudited) PAYABLE WITHIN ONE YEAR: Commercial paper $ 35,379.8 $ 33,228.9 $ 29,021.5 Other short-term debt* 1,299.5 1,136.0 1,032.0 ----------- ----------- ----------- Total short-term debt 36,679.3 34,364.9 30,053.5 Senior and subordinated notes and debentures payable within one year 5,435.6 4,712.7 6,292.1 ----------- ----------- ----------- Total payable within one year 42,114.9 39,077.6 36,345.6 ----------- ----------- ----------- June 30, 1995 ---------------------------- Weighted Average Interest Rates*** Maturities ----------------- ---------- PAYABLE AFTER ONE YEAR: Unsecured senior notes Notes ** 7.14% 1996-2048 34,096.0 31,411.2 29,364.7 Unamortized premium/ (discount) 4.1 (48.4) (53.6) ----------- ----------- ----------- Total unsecured senior notes 34,100.1 31,362.8 29,311.1 ----------- ----------- ----------- Total payable after one year 34,100.1 31,362.8 29,311.1 ----------- ----------- ----------- Total debt $ 76,215.0 $ 70,440.4 $ 65,656.7 =========== =========== =========== <FN> * Includes $2.3 million with affiliated companies at June 30, 1994. ** Includes $1,059 million with affiliated companies at June 30, 1995. *** Rates were variable on about 27.3% of the debt payable after one year including the effects of interest rate swap agreements. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORD CREDIT SECOND QUARTER 1995 RESULTS OF OPERATIONS Ford Credit's consolidated net income for the second quarter of 1995 was $341 million, down $27 million or 7% compared with $368 million in the second quarter of 1994. Income from financing operations was $293 million, down $24 million or 8% from the same period a year ago. Equity in net income of affiliated companies, primarily Ford Holdings, Inc., was $48 million compared with $51 million in the same period a year ago. <PAGE 7> Compared with results from a year ago, the decrease in financing profits in the second quarter of 1995 primarily reflected lower net interest margins, non-recurrence of 1994's one-time gain from the sale of Ford Credit's minority interest in Manheim Auto Auctions Inc., higher credit losses, and lower gains from sale of receivables. Higher financing volumes were a partial offset. The lower net interest margins reflected an increase in U.S. portfolio borrowing rates from 5.1% to 6.7% offset partially by higher portfolio yields on finance receivables and operating leases. Interest margins were adversely affected because interest rates earned on finance receivables, including operating leases net of depreciation, were limited by competitive pressure in automotive financing. Credit loss performance remains strong but losses have increased in the second quarter of 1995 compared with a year earlier. The increase reflected higher losses per repossessed unit and an increase in repossession rates. The higher level of earning assets reflected increases in operating leases, wholesale financing, and retail installment sale receivables. Total gross finance receivables and net investment in operating leases at June 30, 1995 were $90.3 billion, up $12.7 billion or 16% from a year earlier. The increase primarily reflected higher levels of operating leases, wholesale receivables, and retail installment sale receivables. Depreciation expense on operating leases in the second quarter of 1995 was $1,256 million, up $321 million or 34% compared with the second quarter of 1994. The increase reflected the higher levels of operating leases and was more than offset by higher revenue earned from the increased volume of lease contracts. During the second quarter of 1995, Ford Credit financed 36.1% of all new cars and trucks sold by Ford Motor Company dealers in the United States, compared with 35.8% in the second quarter of 1994. The increase primarily reflected higher levels of operating lease and daily rental car financing. Ford Credit provided retail financing for 663,000 new and used vehicles in the United States, up 6% from a year ago. Ford Credit also provided wholesale financing for 80.6% of Ford Motor Company factory sales to U.S. car and truck dealers during the quarter, compared with 81.5% in the same period a year ago. FORD CREDIT FIRST HALF 1995 RESULTS OF OPERATIONS. For the first half of 1995, Ford Credit's consolidated net income was $629 million, down $38 million or 6% from $667 million in the first half of 1994. Income from financing operations was $522 million, down $40 million or 7% from the same period a year ago. Equity in net income of affiliated companies was $107 million compared with $105 million in 1994. The factors affecting financing profits during the first half of 1995 were the same as those affecting second quarter results discussed above. Depreciation expense in the first half of 1995 was $2,440 million, up $696 million or 40% compared with the first half of 1994. The increase reflected the higher levels of operating leases and was more than offset by higher revenue earned from the increased volume of lease contracts. During the first half of 1995, Ford Credit provided retail financing for 36.3% of all new cars and trucks sold by Ford Motor Company dealers in the United States, compared with 37.1% in the same period a year ago. The decrease primarily resulted from lower levels of retail installment sale financing, offset partially by higher levels of operating lease financing. Ford Credit provided U.S. retail financing for 1,235,000 new and used vehicles compared with 1,210,000 vehicles in the first half of 1994. Ford Credit also provided wholesale financing for 79.2% of Ford Motor Company factory sales to U.S. car and truck dealers during the first half of 1995, compared with 80.1% in the same period last year. <PAGE 8> FORD CREDIT LIQUIDITY AND CAPITAL RESOURCES Ford Credit's outstanding debt at June 30, 1995 and at the end of each of the last five years was as follows: <C June 30, December 31 --------------------------------------------------------- 1995 1994 1993 1992 1991 1990 ---- ---- ---- ---- ---- ---- (in millions) Commercial paper & STBA's(a) $35,452 $33,300 $24,506 $21,210 $18,232 $23,371 Other short-term debt (b) 1,227 1,065 1,001 1,785 1,642 1,411 Long-term debt (including current portion) (c) 39,536 36,075 33,292 26,961 28,455 26,209 ======= ======= ======= ======= ======= ======= Total debt $76,215 $70,440 $58,799 $49,956 $48,329 $50,991 1995 1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- ---- Memo: Total support facilities $27.4 $22.3 $16.9 $13.9 $13.8 $12.7 (billions -- as of July 1, 1995 and January 1, 1995-1991, respectively) - - - - - - (a) Short-term borrowing agreements with bank trust departments (b) Includes $2.3 million, $150 million and $800 million with affiliated companies at June 30, 1995, December 31, 1993 and December 31, 1992, respectively (c) Includes $1,059 million with an affiliated company at June 30, 1995 Support facilities represent additional sources of funds, if required. At June 30, 1995, Ford Credit had approximately $21.1 billion of contractually committed facilities for use in the United States (which included $5.9 billion of Ford bank lines that may be used by Ford Credit at Ford's option). At June 30, 1995, all of these U.S. facilities were unused. Outside of the United States, an additional $1.3 billion of contractually committed facilities supported borrowing operations in Canada, Australia, New Zealand, and Puerto Rico, substantially all of which were unused. Effective July 1, 1995, the majority of these facilities available to Ford Credit and its subsidiaries at June 30 were terminated and replaced by new contractually committed global credit agreements from various banks. Support facilities available to Ford Credit at July 1, 1995 totaled $27.4 billion (which includes $7.6 billion of Ford bank lines that may be used by Ford Credit at Ford's option). These facilities have various maturity dates through June 2000. The entire $27.4 billion may be used, at Ford Credit's option, by its subsidiaries in Canada, Australia, New Zealand, Japan, and Puerto Rico. Any such borrowing by will be guaranteed by Ford Credit. <PAGE 9> PART II. OTHER INFORMATION Item 1. Legal Proceedings None to Report. Item 2. Changes in Securities Not required. Item 3. Defaults Upon Senior Securities Not required. Item 4. Submission of Matters to a Vote of Security Holders Not required. Item 5. Other information INFORMATION CONCERNING FORD Following is a condensed consolidated statement of income (unaudited) of Ford for the periods ended June, 1995 and 1994 (in millions except amounts per share): Second Quarter First Half ------------- ----------------- 1995 1994 1995 1994 ---- ---- ---- ---- Sales and revenues $36,389 $33,772 $71,172 $64,174 Total costs and expenses 33,766 30,906 66,031 59,561 Operating income 2,623 2,866 5,141 4,613 Automotive net interest income/(expense) 42 0 83 (48) Automotive equity in net income of affiliated companies 19 42 39 109 Income before income taxes 2,684 2,908 5,263 4,674 Provision for income taxes 1,053 1,161 2,041 1,986 Minority interests in net income of subsidiaries 59 36 100 73 Net income $ 1,572 $ 1,711 $ 3,122 $ 2,615 Amounts Per Share of Common Stock and Class B Stock after Preferred Stock Dividends Income per share $ 1.45 $ 1.63 $ 2.89 $ 2.47 Income per share assuming full dilution $ 1.30 $ 1.44 $ 2.59 $ 2.20 Cash Dividends per share $ 0.31 $ 0.225 $ 0.57 $ 0.425 <PAGE 10> FIRST HALF 1995 RESULTS OF OPERATIONS - FORD Overview Ford earned $1,572 million, or $1.45 per share of Common and Class B Stock, in the second quarter of 1995. This compares with $1,711 million, or $1.63 per share, in the second quarter of 1994. Fully diluted earnings per share were $1.30 in the second quarter of 1995, compared with $1.44 a year ago. Ford's worldwide sales and revenues were $36.4 billion, up $2.6 billion from a year ago. Vehicle unit sales of cars and trucks were 1,811,000, down 39,000 units, or 2%. Stockholders' equity was $25.2 billion at June 30, 1995. On June 6, 1994, a 2-for-1 stock split in the form of a 100% stock dividend on Ford's outstanding Common and Class B Stock became effective. Automotive Operations Net income from Ford's worldwide Automotive operations was $1,100 million in the second quarter of 1995 on sales of $29.9 billion, compared with $1,202 million in the second quarter of 1994 on sales of $28.4 billion. In the U.S., Ford's Automotive operations earned $663 million in the second quarter of 1995 on sales of $19.4 billion, compared with $888 million a year ago on sales of $19.1 billion. The decline in earnings was more than explained by lower unit volume, reflecting lower industry volume and unfavorable dealer inventory changes that more than offset improved market share. Changes in exchange rates (primarily the German Mark and Japanese Yen) also reduced earnings compared with a year ago. U.S. Automotive after-tax return on sales was 3.4% in the second quarter of 1995, down 1.2 points from a year ago. The decline also reflected primarily the effects of lower unit volume and unfavorable exchange rate changes. In the second quarter of 1995, the seasonally-adjusted annual selling rate for the U.S. car and truck industry was 14.7 million units, compared with 15.3 million units in the second quarter of 1994. Ford's car market share was 21.3% in the second quarter of 1995, down 2/10 of a point from a year ago. Ford's truck share was 32.8%, up 2.8 points from a year ago. Ford's combined car and truck share was 26.2%, up 1.2 points from a year ago. The improvement in share reflected primarily strong sales of the Explorer, Windstar, F-Series trucks and Contour/Mystique. Outside the U.S., Automotive operations earned $437 million in the second quarter of 1995 on sales of $10.5 billion, compared with $314 million a year ago on sales of $9.3 billion. The improvement reflected primarily improved margins in Europe and higher unit volume in the Asia-Pacific region. In Europe, Automotive operations earned $319 million, compared with $167 million a year ago. In the second quarter of 1995, the seasonally-adjusted annual selling rate for the European car and truck industry was 13.7 million units, up 480,000 units from year ago levels. Ford's car share was 11.9% in the second quarter of 1995, up 4/10 of a point from a year ago. Ford's truck share was 14.5%, down 5/10 of a point from a year ago, reflecting primarily lower fleet sales. Ford's combined car and truck share was 12.2%, up 3/10 of a point from a year ago. It is expected that after-tax returns for the remainder of 1995 will be lower than the year ago period. Production volume in the second half of 1995 is expected to be down compared with a year ago as a result of the uncertain outlook for U.S. industry sales. This factor, combined with the timing and cost of major new product introductions in 1995 and early 1996 and the continued unfavorable effect of exchange rate changes, are expected to dampen results in the upcoming quarters. <PAGE 11> Ford and Volkswagen AG have agreed on a separation process leading toward dissolution of their Autolatina joint venture in Brazil and Argentina by year- end 1995. Historically, earnings in Brazil and Argentina have represented a significant portion of Ford's Automotive earnings outside the U.S. and Europe. It is believed the effect, if any, of the dissolution of Autolatina on Ford's future earnings is not likely to be material. Business conditions in these markets, however, have been and are expected to continue to be volatile and subject to rapid change, which can affect future earnings. Financial Services Operations Ford's Financial Services operations earned $472 million in the second quarter of 1995, compared with $509 million in the second quarter of 1994. The decrease resulted primarily from the nonrecurrence of a gain on sale in 1994 of Ford Credit's interest in Manheim Auctions ($31 million). For a discussion of Ford Credit's operations in the second quarter of 1995, see Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Ford Credit Second Quarter 1995 Results of Operations." In addition, the international operations managed by Ford Credit, but not included in its consolidated results, earned $66 million in the second quarter of 1995, compared with $50 million a year ago. Associates First Capital Corporation ("The Associates") earned a record $141 million in the U.S. in the second quarter of 1995, compared with $121 million a year ago. The increase reflected higher levels of earning assets and improved net interest margins. The international operations managed by The Associates, but not included in its consolidated results, earned $27 million in the second quarter of 1995, compared with $21 million a year ago. USL Capital Corporation ("USL Capital") earned a record $30 million in the second quarter of 1995, compared with $27 million a year ago. The increase reflected higher levels of earning assets and higher gains on asset sales. The Hertz Corporation ("Hertz") earned $19 million in the second quarter of 1995, compared with $26 million in the second quarter of 1994. The decrease reflected primarily increased depreciation and borrowing costs, partially offset by higher volume in construction equipment rentals and sales. The American Road Insurance Company ("American Road") incurred a loss of $9 million in the second quarter of 1995, compared with a net income of $13 million a year ago. The decrease reflected lower underwriting results in floor plan products and the dissolution of an operating subsidiary. FIRST HALF 1995 RESULTS OF OPERATIONS - FORD Overview Ford earned $3,122 million, or $2.89 per share of Common and Class B Stock, in the first half of 1995. This compares with $2,615 million, or $2.47 per share, in the first half of 1994. Ford's results a year ago included a charge of $440 million related to the disposition of First Nationwide Bank. Fully diluted earnings per share were $2.59 in the first half of 1995, compared with $2.20 a year ago. Ford's worldwide sales and revenues were $71.2 billion, up $7 billion from a year ago. Vehicle unit sales of cars and trucks were 3,581,000, up 11,000 units. <PAGE 12> Automotive Operations Net income from Ford's worldwide Automotive operations was $2,241 million in the first half of 1995 on sales of $58.5 billion, compared with $2,175 million in the first half of 1994 on sales of $54.4 billion. In the U.S., Ford's Automotive operations earned $1,488 million in the first half of 1995 on sales of $38.9 billion, compared with $1,704 million a year ago on sales of $37.1 billion. U.S. Automotive after-tax return on sales was 3.8%, down 8/10 of a point from a year ago. The decline in earnings reflected primarily the same factors as those described in the discussion of second quarter results of operations. In the first half of 1995, the seasonally-adjusted annual selling rate for the U.S. car and truck industry was 14.9 million units, compared with 15.5 million units a year ago. Ford expects U.S. car and truck industry sales to total 15.1 million units for the full year, compared with 15.4 million units in 1994. Ford's car share was 21.6% in the first half of 1995, up 3/10 of a point from a year ago. Ford's truck share was 32.6%, up 2.9 points from a year ago. Ford's combined car and truck share was 26.3%, up 1.4 points from a year ago. Outside the U.S., Automotive operations earned $753 million in the first half of 1995 on sales of $19.6 billion, compared with $471 million a year ago on sales of $17.3 billion. The improvement reflected primarily higher unit volume and improved margins in Europe. Ford's European Automotive operations earned $484 million in the first half of 1995, compared with $220 million a year ago. In the first half of 1995, the seasonally-adjusted annual selling rate for the European car and truck industry was 13.6 million units, compared with 13.2 million units a year ago. Ford expects European car and truck industry sales to total 13.4 million units for the full year, compared with 13.3 million units in 1994. Ford's car share was 12% in the first half of 1995, up 2/10 of a point from a year ago. Ford's truck share was 15.1%, up 4/10 of a point from a year ago. Ford's combined car and truck share was 12.3%, up 2/10 of a point from the first half of 1994. Financial Services Operations Ford's Financial Services operations earned $881 million in the first half of 1995, compared with $440 million in the first half of 1994. The improvement was explained by the nonrecurrence of the $440 million charge to net income in the first quarter of 1994 for disposition of First Nationwide Bank. For a discussion of Ford Credit's results of operations in the first half of 1995, see Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Ford Credit First Half 1995 Results of Operations." In addition, the international operations managed by Ford Credit, but not included in its consolidated results, earned $131 million in the first half of 1995, compared with $113 million a year ago. The Associates earned a record $293 million in the U.S. in the first half of 1995, compared with $249 million a year ago. The increase reflected higher levels of earning assets and improved net interest margins. The international operations managed by The Associates, but not included in its consolidated results, earned $49 million in the first half of 1995, compared with $39 million a year ago. USL Capital earned a record $56 million in the first half of 1995, compared with $48 million a year ago. Hertz earned $19 million in the first half of 1995, compared with $25 million a year ago. American Road incurred a loss of $4 million in the first half of 1995, compared with earnings of $30 million in the same period in 1994. These changes reflected primarily the same factors as those described in the discussion of second quarter results of operations. <PAGE 13> LIQUIDITY AND CAPITAL RESOURCES Automotive Operations Cash, cash equivalents and marketable securities of Ford's Automotive operations were $14 billion at June 30, 1995, up $1.9 billion from December 31, 1994. The amount of cash, cash equivalents and marketable securities is expected to decline during the second half of the year because of lower production volume and higher capital spending. Ford paid $729 million in cash dividends on its Common Stock, Class B Stock and Preferred Stock during the first six months of 1995. Automotive capital expenditures were $4 billion in the first six months of 1995, up $470 million from the same period a year ago. Automotive capital spending is projected to increase further during the second half of the year as a result of increases in both product and nonproduct spending. The higher product spending reflects a record pace of new-model introductions and increased capacity for selected components and vehicles, while the higher nonproduct spending reflects continuing efforts to improve efficiency and quality. Automotive debt at June 30, 1995 totaled $6.9 billion, which was 21% of total capitalization (stockholders' equity and Automotive debt), compared with $7.3 billion, or 25% of total capitalization, at December 31, 1994. At June 30, 1995, Ford (parent company only) had long-term contractually committed credit agreements in the U.S. under which $5.9 billion were available from various banks. These facilities were unused at June 30, 1995. Outside the U.S., Ford had additional long-term contractually committed credit-line agreements of $2.6 billion at June 30, 1995; none of these were in use. Effective July 1, 1995, most of the credit facilities discussed above were replaced with long-term contractually committed global credit agreements under which $8.4 billion is available from various banks at least through June 30, 2000. The entire $8.4 billion may be used, at Ford's option, by any affiliate of Ford; however, any borrowing by an affiliate will be guaranteed by Ford. In addition, Ford has the ability to transfer on a nonguaranteed basis the entire $8.4 billion in varying portions to Ford Credit and Ford Credit Europe. Financial Services Operations Financial Services' cash, cash equivalents and investments in securities totaled $9.2 billion at June 30, 1995, up $1.4 billion from December 31, 1994. Net receivables and lease investments were $143.5 billion at June 30, 1995, up $13.2 billion from December 31, 1994. The increase reflected continued growth in earning assets at Ford Credit and The Associates. Total debt was $136.5 billion at June 30, 1995, up $12.8 billion from December 31, 1994. The increase resulted from higher debt levels required to finance growth in earning assets at Ford Credit and The Associates. <PAGE 14> At June 30, 1995, Financial Services had $34.8 billion of contractually committed support facilities (including the $5.9 billion of the Ford Credit agreements) for use in the U.S.; less than 2% of these facilities, excluding the Ford Credit agreements, were in use. An additional $9 billion of contractually committed support facilities were available outside the U.S. at June 30, 1995; $1.5 billion of these were in use. The majority of these facilities that were available for use by Ford Credit and Ford Credit Europe and their subsidiaries ($21.3 billion, excluding the $5.9 billion of the Ford Credit agreements) have been terminated effective July 1, 1995, and have been replaced by contractually committed global credit agreements under which $19.8 billion and $4.1 billion are available to Ford Credit and Ford Credit Europe, respectively, from various banks; 62% and 75%, respectively, of such facilities are available through June 30, 2000. The entire $19.8 billion may be used, at Ford Credit's option, by any subsidiary of Ford Credit, and the entire $4.1 billion may be used, at Ford Credit Europe's option, by any subsidiary of Ford Credit Europe. Any borrowings by such subsidiaries will be guaranteed by Ford Credit or Ford Credit Europe, as the case may be. ACCOUNTING POLICIES With respect to the accounting issue under consideration by the Emerging Issues Task Force (the "EITF") of the Financial Accounting Standards Board, referred to in the last paragraph on page 34 of the 10-K Report, the consensus reached by the EITF on Issue 95-4, "Revenue Recognition on Equipment Sold and Subsequently Repurchased Subject to an Operating Lease", at its July 21, 1995 meeting reaffirmed Ford's present accounting practice. <PAGE 15> LEGAL PROCEEDINGS - FORD Product Matters With respect to the lawsuits for damages arising out of automobile accidents where plaintiffs claim that the injuries resulted from (or were aggravated by) alleged defects in the occupant restraint systems in vehicle lines of various model years, referred to in the second paragraph on page 26 of the 10-K Report and on page 12 of Ford Motor Credit Company's quarterly report on Form 10-Q for the quarter ended March 31, 1995 (the "First Quarter 10-Q Report"), the damages specified by the plaintiffs in these actions, including both actual and punitive damages, aggregated approximately $748 million at June 30, 1995. With respect to the lawsuits for damages involving the alleged propensity of Bronco II utility vehicles to roll over, referred to in the third paragraph on page 26 of the 10-K Report and on page 12 of the First Quarter 10-Q Report, the damages specified in these actions, including both actual and punitive damages, aggregated approximately $1.1 billion at June 30, 1995. With respect to the lawsuits for damages involving asbestos, referred to in the fifth paragraph on page 26 of the 10-K Report and on page 12 of the First Quarter 10-Q Report, the damages specified by plaintiffs in these actions, including both actual and punitive damages, aggregated approximately $235 million at June 30, 1995. In most of the actions described in the foregoing paragraphs, no dollar amount of damages is specified or the specific amount referred to is only the jurisdictional minimum. It has been Ford's experience that in cases that allege a specific amount of damages in excess of the jurisdictional minimum, such amounts, on average, bear little relation to the actual amounts of damages paid by Ford in such cases, which generally are, on average, substantially less than the amounts originally claimed. Other Matters With respect to the lawsuit in federal court in Nevada seeking damages and an injunction for alleged infringement of U.S. patents characterized as covering machine vision inspection technologies and other technologies, referred to in the second full paragraph on page 27 of the 10-K Report, the magistrate judge handling the case recommended to the district court judge that he enter judgment for Ford holding that the patents alleged to be infringed pertaining to machine vision inspection technologies are unenforceable. The magistrate judge found that the patent owner engaged in "undue delay" by taking 35 years to prosecute the numerous patent applications for these patents and found that the patent owner claimed the work of others as he saw the technologies develop. After a period of time for the filing of objections to the recommendation and replies to those objections, the case will be submitted to the district judge for review. <PAGE 16> ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits Please refer to the Exhibit Index on page 18. (b) Reports on Form 8-K during the quarter ended June 30, 1995: None 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. FORD MOTOR CREDIT COMPANY (Registrant) /s/ Terrence F. Marrs July 31, 1995 -------------------------- Terrence F. Marrs, Controller (Chief Accounting Officer) <PAGE 17> REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholder of Ford Motor Credit Company: We have reviewed the condensed consolidated balance sheet of Ford Motor Credit Company and Subsidiaries at June 30, 1995 and 1994, and the related condensed consolidated statements of income and of earnings retained for use in the business and cash flows for the periods set forth in this Form 10-Q for the quarter ended June 30, 1995. These financial statements are the responsibility of the company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet at December 31, 1994 and the related consolidated statements of income and of earnings retained for use in the business and cash flows for the year then ended (not presented herein); and in our report dated January 27, 1995, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet at December 31, 1994 is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. /s/ Coopers & Lybrand COOPERS & LYBRAND L.L.P. Detroit, Michigan July 19, 1995 <PAGE 18> FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES EXHIBIT INDEX Sequential Designation Description Method of Filing - ----------- ------------ ----------------- 12-A Calculation of ratio of Filed with this earnings to fixed charges Report. of Ford Credit 12-B Calculation of ratio of Filed with this earnings to fixed charges Report. of Ford. 15 Letter from Coopers & Filed with this Lybrand L.L.P. dated Report. July 19, 1995, regarding unaudited interim financial infor- mation. 27 Financial Data Schedule. Filed with this Report.