Filed Pursuant to Rule 424(b)(2)

Registration Statement Nos. 333-167489 and 333-167489-07

Prospectus Supplement to Prospectus dated November 13, 2012

$838,150,000

Ford Credit Auto Owner Trust 2012-D

Issuing Entity or Trust

Ford Credit Auto Receivables Two LLC	Ford Motor Credit Company LLC
Depositor	Sponsor and Servicer

Before you purchase any notes, be sure you understand the structure and the risks.  You should review carefully the risk factors beginning on page S-12 of this prospectus supplement and on page 7 of the prospectus.

The notes will be obligations of the issuing entity only and will not be obligations of or interests in the sponsor, the depositor or any of their affiliates.

This prospectus supplement may be used to offer and sell the notes only if accompanied by the prospectus.

The trust will issue:

	Principal Amount	Interest Rate	Final Scheduled Payment Date
Class A-1 notes(1)	$   234,900,000	0.22000%	December 15, 2013
Class A-2 notes	342,700,000	0.40%	September 15, 2015
Class A-3 notes	326,200,000	0.51%	April 15, 2017
Class A-4 notes	95,610,000	0.67%	March 15, 2018
Class B notes	31,560,000	1.01%	May 15, 2018
Class C notes	21,040,000	1.23%	August 15, 2018
Class D notes	21,040,000	1.97%	May 15, 2019
Total	$1,073,050,000

(1)The Class A-1 notes are not being offered by this prospectus supplement or the prospectus.

·The notes will be backed by a pool of car, light truck and utility vehicle receivables purchased by Ford Credit from dealers.

·The trust will pay interest and principal on the notes on the 15th day of each month (or if not a business day, the next business day).  The first payment date will be December 17, 2012.  The trust will pay each class of notes in full on its final scheduled payment date (or, if not a business day, the next business day) if not paid in full prior to such date.

·The trust will pay principal sequentially to each class of notes in order of seniority (starting with the Class A-1 notes) until each class is paid in full.

·The credit enhancement for the notes will be a reserve account, subordination, overcollateralization and excess spread.

The pricing terms of the offered notes are:

	Price to Public	Underwriting Discount	Proceeds to the Depositor(1)
Class A-2 notes	99.99617%	0.170%	99.82617%
Class A-3 notes	99.99229%	0.220%	99.77229%
Class A-4 notes	99.98976%	0.270%	99.71976%
Class B notes	99.96560%	0.300%	99.66560%
Class C notes	99.98090%	0.330%	99.65090%
Class D notes	99.96170%	0.350%	99.61170%
Total	$838,079,000.51	$1,796,129.00	$836,282,871.51

(1)Before deducting expenses estimated to be $1,100,000 and any selling concessions rebated to the depositor by any underwriter due to sales to affiliates.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus supplement or the prospectus is accurate or complete.  Any representation to the contrary is a criminal offense.

BofA Merrill Lynch
	Credit Suisse
			Deutsche Bank Securities
CIBC		COMMERZBANK

The date of this prospectus supplement is November 14, 2012

TABLE OF CONTENTS

Reading this Prospectus Supplement and the Prospectus	S-3
Forward-Looking Statements	S-3
Transaction Structure Diagram	S-4
Transaction Parties and Documents Diagram	S-5
Summary	S-6
Risk Factors	S-12
Transaction Parties	S-16
Depositor	S-16
Issuing Entity	S-16
Owner Trustee	S-16
Indenture Trustee	S-17
Sponsor	S-17
Material Changes to Origination, Purchasing and Underwriting Policies and Procedures	S-18
Repurchases of Receivables — Prior Securitized Pools	S-19
Static Pool Information — Prior Securitized Pools	S-19
Servicer	S-19
Material Changes to Servicing Policies and Procedures	S-21
Ratings of the Servicer	S-21
Administrator	S-22
Receivables	S-22
Criteria for Selecting the Receivables	S-22
Review of Receivables	S-22
Composition of the Receivables	S-23
Transfers of the Receivables	S-26
Representations About the Receivables	S-26
Obligation to Repurchase Ineligible Receivables Upon Breach	S-26

Maturity and Prepayment Considerations	S-27
General	S-27
Weighted Average Life of the Notes	S-27
Description of the Notes	S-33
Available Funds	S-33
Payments of Interest	S-33
Payments of Principal	S-34
Priority of Payments	S-35
Events of Default and Acceleration	S-38
Post-Acceleration Priority of Payments	S-38
Residual Interest; Issuance of Additional Securities	S-39
Optional Redemption or “Clean Up Call” Option	S-39
Credit Enhancement	S-39
Reserve Account	S-39
Subordination	S-40
Overcollateralization	S-40
Excess Spread	S-42
Transaction Fees and Expenses	S-43
Monthly Investor Reports	S-43
Annual Compliance Reports	S-44
Depositor Review of Receivables	S-45
Affiliations and Certain Relationships and Related Transactions	S-46
Tax Considerations	S-46
ERISA Considerations	S-47
Underwriting	S-47
Legal Opinions	S-48
Index of Defined Terms in the Prospectus Supplement	S-49
Annex A: Static Pool Information — Prior Securitized Pools	A-1

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READING THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS

This prospectus supplement and the prospectus provide information about Ford Credit Auto Owner Trust 2012-D and the terms of the notes to be issued by the trust.  You should only rely on information provided or referenced in this prospectus supplement and the prospectus.  Ford Credit has not authorized anyone to provide you with different information.

This prospectus supplement begins with the following brief introductory sections:

·Transaction Structure Diagram — illustrates the structure of this securitization transaction, including the credit enhancement available for the notes,

·Transaction Parties and Documents Diagram — illustrates the role that each transaction party and transaction document plays in this securitization transaction,

·Summary — describes the main terms of the notes, the cash flows in this securitization transaction and the credit enhancement available for the notes, and

·Risk Factors — describes the most significant risks of investing in the notes.

The other sections of this prospectus supplement contain more detailed descriptions of the notes and the structure of this securitization transaction.  Cross-references refer you to more detailed descriptions of a particular topic or related information elsewhere in this prospectus supplement or the prospectus.  The Table of Contents on the preceding page contains references to key topics.

An index of defined terms is at the end of this prospectus supplement and at the end of the prospectus.

FORWARD-LOOKING STATEMENTS

Any projections, expectations and estimates contained in this prospectus supplement are not purely historical in nature but are forward-looking statements based upon information and certain assumptions Ford Credit and the depositor consider reasonable, subject to uncertainties as to circumstances and events that have not as yet taken place and are subject to material variation.  Neither Ford Credit nor the depositor has any obligation to update or otherwise revise any forward-looking statements including changes in economic conditions, portfolio or asset pool performance or other circumstances or developments that may arise after the date of this prospectus supplement.

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TRANSACTION STRUCTURE DIAGRAM

The following diagram provides a simplified overview of the structure of this securitization transaction and the credit enhancement available for the notes.  You should read this prospectus supplement and the prospectus in their entirety for a more detailed description of this securitization transaction.

(1)	The reserve account will be funded on the closing date at 0.50% of the initial pool balance.
(2)	Overcollateralization is the amount by which the pool balance or the adjusted pool balance exceeds the principal amount of the notes. The “adjusted pool balance” is the pool balance reduced by the yield supplement overcollateralization amount. Initially, the Class A, Class B and Class C notes will be approximately fully collateralized on an adjusted pool balance basis and together with the Class D notes will be undercollateralized by approximately 2.00% on an adjusted pool balance basis.
(3)	The targeted overcollateralization amount will adjust each period and is calculated as described under “Credit Enhancement — Overcollateralization” in this prospectus supplement.
(4)	The yield supplement overcollateralization amount is a component of the targeted overcollateralization amount and is calculated as described under “Credit Enhancement — Overcollateralization” in this prospectus supplement.
(5)	Excess spread is available, as a component of available funds, to make required principal payment on the notes and, as a result, provides a source of funds to absorb losses on the receivables and to increase overcollateralization until the targeted overcollateralization amount is reached.
(6)	All notes other than the Class D notes benefit from subordination of more junior classes to more senior classes. The subordination varies depending on whether interest or principal is being paid and whether an event of default that results in acceleration has occurred. For a more detailed description of subordination within this securitization transaction, you should read “Description of the Notes — Priority of Payments,” “— Post-Acceleration Priority of Payments” and “Credit Enhancement — Subordination” in this prospectus supplement.
(7)	All available funds remaining after payments in respect of the senior fees and expenses of the trust, the interest on the notes, any required priority principal payment and any required deposits in the reserve account, including the portion of such remaining available funds that constitutes excess spread, will be used, first, to pay principal of the Class A-1 notes until paid in full and, thereafter, to pay principal on the remaining notes until the targeted overcollateralization amount is reached.
(8)	The residual interest will be held initially by the depositor and represents the right to all funds not needed to make required payments on the notes, pay fees and expenses of the trust or make deposits in the reserve account.

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TRANSACTION PARTIES AND DOCUMENTS DIAGRAM

The following diagram shows the role of each transaction party and the obligations that are governed by each transaction document in this securitization transaction.  Forms of the documents identified in this diagram are included as exhibits to the registration statement filed with the SEC that includes the prospectus.

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SUMMARY

This summary describes the main terms of the issuance of and payments on the notes, the assets of the trust, the cash flows in this securitization transaction and the credit enhancement available for the notes.  It does not contain all of the information that you should consider in making your investment decision.  To understand fully the terms of the notes and the transaction structure, you should read this prospectus supplement, especially “Risk Factors” beginning on page S-12, and the prospectus in their entirety.

Transaction Overview

The depositor will use the proceeds from the sale of the notes to purchase from Ford Credit a pool of retail installment sale contracts, or “receivables,” that were purchased by Ford Credit from motor vehicle dealers.  The trust will issue the notes to the depositor in exchange for the receivables on the closing date.  The depositor will sell the offered notes to the underwriters who will sell them to investors.

Transaction Parties

Sponsor, Servicer and Administrator

Ford Motor Credit Company LLC, or “Ford Credit”

Depositor

Ford Credit Auto Receivables Two LLC

Issuing Entity or Trust

Ford Credit Auto Owner Trust 2012-D

Owner Trustee

U.S. Bank Trust National Association

Indenture Trustee

The Bank of New York Mellon.

For more information about the transaction parties, you should read “Transaction Parties” in this prospectus supplement.

Closing Date

The trust expects to issue the notes on or about November 21, 2012, the “closing date.”

Cutoff Date

The trust will be entitled to collections on the receivables applied on or after November 1, 2012, the “cutoff date.”

Notes

The trust will issue the following classes of notes:

	Principal Amount		Interest Rate
Class A-1 notes(1)	$	234,900,000	0.22000%
Class A-2 notes	$	342,700,000	0.40%
Class A-3 notes	$	326,200,000	0.51%
Class A-4 notes	$	95,610,000	0.67%
Class B notes	$	31,560,000	1.01%
Class C notes	$	21,040,000	1.23%
Class D notes	$	21,040,000	1.97%

(1)The Class A-1 notes are not being offered by this prospectus supplement or the prospectus.

The Class A-1, Class A-2, Class A-3 and Class A-4 notes are collectively referred to as the “Class A notes.”  The Class A-2, Class A-3, Class A-4, Class B, Class C and Class D notes are being offered by this prospectus supplement and the prospectus and are collectively referred to as the “offered notes” and, together with the Class A-1 notes, the “notes.”

The depositor will initially retain the residual interest in the trust.

Payment Dates

The trust will pay interest and principal on the notes on “payment dates” which will be the 15th day of each month (or, if not a business day, the next business day).  The first payment date will be December 17, 2012.

The notes, except the Class A-1 notes, will accrue interest on a “30/360” basis from the 15th day of the preceding month to the 15th day of the current month (or from the closing date to December 15, 2012, for the first period).

The Class A-1 notes will accrue interest on an “actual/360” basis from the preceding payment date (or from the closing date, for the first period) to the following payment date.

The final scheduled payment date for each class of notes is listed below.  It is expected that each

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class of notes will be paid in full earlier than its final scheduled payment date.

	Final Scheduled Payment Date
Class A-1 notes	December 15, 2013
Class A-2 notes	September 15, 2015
Class A-3 notes	April 15, 2017
Class A-4 notes	March 15, 2018
Class B notes	May 15, 2018
Class C notes	August 15, 2018
Class D notes	May 15, 2019

For a more detailed description of the payment of interest and principal on each payment date, you should read “Description of the Notes — Payments of Interest” and “— Payments of Principal” in this prospectus supplement.

Optional Redemption or “Clean Up Call” Option

The servicer will have a “clean up call” option to purchase all of the receivables on any payment date that the pool balance is 5% or less of the initial pool balance.  The servicer may exercise its clean up call option only if the purchase price for the receivables will be sufficient to pay in full the notes and all fees and expenses of the trust.  Upon the servicer’s exercise of its clean up call option, the notes will be redeemed and paid in full.

For more information about optional redemption, you should read “Description of the Notes  — Optional Redemption or ‘Clean Up Call’ Option” in this prospectus supplement.

Form and Minimum Denomination

The notes will be issued in book-entry form.  The offered notes will be available in minimum denominations of $100,000 and in multiples of $1,000.

Trust Assets

The trust assets will include:

·the receivables and collections on the receivables applied on or after the cutoff date,

·security interests in the financed vehicles,

·proceeds from claims on any insurance policies covering the financed vehicles or the obligors,

·rights to funds in the reserve account and the collection account, and

·rights under the transaction documents for the repurchase of ineligible receivables and purchase of servicer impaired receivables and servicer modified receivables.

Receivables

The receivables that will be sold to the trust are retail installment sale contracts secured by new and used cars, light trucks and utility vehicles.  As of the cutoff date, the aggregate principal balance of the receivables was $1,096,048,240.42, the “initial pool balance.”

Summary characteristics of the receivables as of the cutoff date:

Number of receivables	51,209
Average principal balance	$21,403.43
Weighted average(1) APR	4.38%
Weighted average(1) FICO® score(2)	723
Weighted average(1) remaining term	56.4 months
Weighted average(1) original term	62.8 months
Original term over 60 months(3)	42.59%
Remaining term over 60 months(3)	36.43%
Percentage new vehicle(3)	87.31%
Percentage car(3)(4)	24.33%
Percentage light truck(3)(4)	49.44%
Percentage utility(3)(4)	24.55%

(1)Weighted averages are weighted by the principal balance of each receivable on the cutoff date.

(2)This weighted average excludes receivables that have obligors who did not have FICO® scores because they (a) are not individuals and use financed vehicles for commercial purposes, or (b) are individuals with minimal or no recent credit history.

(3)As a percentage of initial pool balance.

(4)Car includes sedans, hatchbacks and coupes.  Light truck includes vans, minivans and light pick-up trucks.  Utility includes wagons, SUVs and cross-overs.  Non-Ford, Lincoln and Mercury vehicles are not categorized by Ford Credit and are excluded from these categories.

For more information about the characteristics of the receivables, you should read “Receivables — Composition of the Receivables” in this prospectus supplement.

Servicer

Ford Credit will be the servicer of the receivables.

The trust will pay the servicer a servicing fee on each payment date equal to 1/12 of 1% of the pool balance at the beginning of the preceding month.

For more information about the servicer, you should read “Transaction Parties — Servicer” in this prospectus supplement.

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Priority of Payments

On each payment date, the trust will use available funds for the preceding month to make payments in the order of priority listed below.  Available funds will include all amounts collected on the receivables.  This priority will apply unless the notes are accelerated after an event of default.

(1)Trustee Fees and Expenses — to the indenture trustee and the owner trustee, all fees, expenses and indemnities due, and to or at the direction of the trust, any expenses of the trust, up to a maximum amount of $150,000 per year,

(2)Servicing Fee — to the servicer, the servicing fee,

(3)Class A Note Interest — to the Class A noteholders, interest due on the Class A notes, pro rata based on the principal amount of the Class A notes,

(4)First Priority Principal Payment — to the Class A noteholders, sequentially by class, the amount equal to the excess, if any, of (a) the principal amount of the Class A notes, over (b) the adjusted pool balance,

(5)Class B Note Interest — to the Class B noteholders, interest due on the Class B notes,

(6)Second Priority Principal Payment — to the Class A and Class B noteholders, sequentially by class, the amount equal to the excess of (a) the principal amount of the Class A and Class B notes, over (b) the adjusted pool balance, which amount will be reduced by any first priority principal payment on that payment date,

(7)Class C Note Interest — to the Class C noteholders, interest due on the Class C notes.

(8)Third Priority Principal Payment — to the Class A, Class B and Class C noteholders, sequentially by class, the amount equal to the excess of (a) the principal amount of the Class A, Class B and Class C notes, over (b) the adjusted pool balance, which amount will be reduced by any first and second priority principal payments on that payment date,

(9)Class D Note Interest — to the Class D noteholders, interest due on the Class D notes,

(10)Reserve Account — to the reserve account, the amount, if any, required to replenish the reserve account to its original balance, unless such payment date is on or after the final scheduled payment date for the Class D notes,

(11)Regular Principal Payment — to the noteholders, sequentially by class, the amount equal to the greater of (a) the principal amount of the Class A-1 notes and (b) the excess of the principal amount of the notes over an amount equal to the pool balance minus the targeted overcollateralization amount, which amount will be reduced by any first, second and third priority principal payments on that payment date,

(12)Additional Fees and Expenses — to the indenture trustee, the owner trustee and the trust, all amounts due to the extent not paid in item (1) above, and

(13)Residual Interest — to the holder of the residual interest in the trust, all remaining available funds.

The trust will not pay principal on any class of notes until the principal amounts of all more senior classes of notes are paid in full.

For a more detailed description of the priority of payments on each payment date, you should read “Description of the Notes — Priority of Payments” in this prospectus supplement.  For a more detailed description of the targeted overcollateralization amount and how it is used to determine the principal payable on the notes, you should read “Credit Enhancement — Overcollateralization” in this prospectus supplement.

Credit Enhancement

Credit enhancement provides protection for the notes against losses on the receivables and potential shortfalls in the amount of cash available to the trust to make required payments.  If the credit enhancement is not sufficient to cover all amounts payable on the notes, notes having a later final scheduled payment date will bear a greater risk of loss than notes having an earlier final scheduled payment date.

The following credit enhancement will be available to the trust.

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Reserve Account

On the closing date, the depositor will deposit $5,480,241.20 in the reserve account, which is 0.50% of the initial pool balance.

If collections on the receivables and certain other amounts are insufficient to cover the fees and expenses of the trust, including interest payments and any priority principal payments on the notes, the indenture trustee will withdraw funds from the reserve account to cover the shortfall and treat such amount as available funds.  The indenture trustee also will withdraw funds from the reserve account to the extent needed to pay any class of notes in full on its final scheduled payment date or to pay the notes following an event of default and acceleration of the notes.

If amounts are withdrawn from the reserve account, they will be replenished to the extent of available funds on subsequent payment dates occurring prior to the final scheduled payment date for the Class D notes after all higher priority payments are made.

For more information about the reserve account, you should read “Credit Enhancement — Reserve Account” in this prospectus supplement.

Subordination

The trust will pay interest to all classes of the Class A notes and then will pay interest sequentially to the remaining classes of notes in order of seniority.  The trust will not pay interest on the Class B, Class C or Class D notes until all interest due on the Class A notes is paid in full.

The trust will pay principal sequentially to each class of notes in order of seniority (beginning with the Class A-1 notes).  The trust will not pay principal on any class of notes until the principal amounts of all more senior classes of notes are paid in full.

In addition, if a priority principal payment is required on any payment date, the trust will pay principal to the most senior class of notes outstanding prior to the payment of interest on the affected subordinated notes on that payment date.

For a more detailed description of the priority of payments, including changes to the priority after an event of default and acceleration of the notes, you should read “Description of the Notes — Priority of Payments,” “— Post-Acceleration Priority of Payments” and “Credit Enhancement — Subordination” in this prospectus supplement.

Overcollateralization

Overcollateralization is the amount by which the pool balance exceeds the principal amount of the notes.  Overcollateralization means there will be additional receivables generating collections that will be available to cover losses on the receivables and shortfalls in interest collections due to any low-APR receivables.  The initial amount of overcollateralization for the notes will be $22,998,240.42 or 2.10% of the initial pool balance.

Overcollateralization may also be expressed as a percentage of the “adjusted pool balance,” which is the pool balance less the yield supplement overcollateralization amount.  The adjusted pool balance as of the closing date will be approximately equal to the aggregate initial principal amount of the Class A, Class B and Class C notes.  On an adjusted pool balance basis, the initial amount of overcollateralization for the notes is actually negative, resulting in undercollateralization of approximately 2.00% of the adjusted pool balance, which is approximately the initial principal amount of the Class D notes.

This securitization transaction is structured to use all available funds remaining after payments in respect of the senior fees and expenses of the trust, the interest on the notes, any required priority principal payments and any required deposits in the reserve account, including the portion of such remaining available funds that constitutes excess spread, to make principal payments on the notes until the targeted overcollateralization amount is reached.  After reaching the targeted overcollateralization amount, the regular principal payment will be used to maintain the overcollateralization at the targeted level.  The targeted overcollateralization amount will adjust each month and generally will equal the sum of (a) the yield supplement overcollateralization amount for that month, plus (b) the excess, if any, of 1.50% of the current pool balance over 0.50% of the initial pool balance (the amount required to be on deposit in the reserve account).  When the pool balance has decreased to the point where 1.50% of the current pool balance is equal to or less than 0.50% of the initial pool balance, the targeted overcollateralization amount for each payment date will be the yield supplement overcollateralization amount for that payment date.  At that point, on an adjusted pool balance basis, the overcollateralization becomes zero.

For a more detailed description of the targeted overcollateralization amount, you should read

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“Credit Enhancement — Overcollateralization” in this prospectus supplement.

Yield Supplement Overcollateralization Amount

A substantial number of the receivables have an annual percentage rate or “APR” less than the highest interest rate paid on the notes.  To compensate for the low APRs on these receivables, the notes are structured with a type of overcollateralization known as yield supplement overcollateralization.  The “yield supplement overcollateralization amount” for each payment date approximates the present value of the amount by which future payments on receivables with APRs below a specified rate are less than future payments would be on such receivables if their APRs were equal to the specified rate.  The specified rate is set by the depositor at a level that will result in an amount of excess spread sufficient to obtain the required ratings on the notes and will at least equal the highest interest rate on the notes plus the servicing fee.  The yield supplement overcollateralization amount is included in the targeted overcollateralization amount for each payment date.

For a more detailed description of the calculation of the yield supplement overcollateralization amount and its effect on the payment of principal, you should read “Credit Enhancement — Overcollateralization” in this prospectus supplement.

Excess Spread

For any payment date, excess spread is equal to the excess of (a) the sum of the interest collections and principal collections equal to the decline in the yield supplement overcollateralization amount from the preceding payment date (or the closing date, as applicable), over (b) the sum of the senior fees and expenses of the trust, the interest on the notes and any required deposits in the reserve account.  Any excess spread will be applied on each payment date, as a component of available funds, to make principal payments on the Class A-1 notes until paid in full and then to make principal payments on the most senior class of notes to the extent necessary to reach the targeted overcollateralization amount.

In general, excess spread provides a source of funds to absorb losses on the receivables.  To the extent the amount of excess spread exceeds the amount of any losses, it is available to pay principal on the notes.  This causes the principal of the notes to be paid more rapidly than the principal

of the receivables, which increases the overcollateralization as described under “Description of the Notes — Payments of Principal” in this prospectus supplement.

For a more detailed description of the use of excess spread as credit enhancement for your notes, you should read “Credit Enhancement — Overcollateralization” and “— Excess Spread” in this prospectus supplement.

Repurchases of Receivables

Ford Credit will make representations about the origination, characteristics and transfer of the receivables.  If a representation is later discovered to have been untrue and has a material adverse effect on any receivable then it was not eligible to be sold to the depositor or the trust.  Ford Credit must repurchase the ineligible receivable unless it cures the breach.  Similarly, if Ford Credit as servicer materially impairs any receivable, it must purchase the impaired receivable unless it cures the impairment.  In addition, Ford Credit as servicer will purchase a receivable from the trust if it makes certain modifications including if it grants payment extensions resulting in the final payment date of the receivable being later than the final scheduled payment date of the most junior class of notes issued by the related trust.  The servicer also will purchase a receivable if it modifies the amount financed or the APR of the receivable or rewrites or reschedules the contract to increase the number of originally scheduled payment due dates of the receivable.

For a more detailed description of the representations made about the receivables and the repurchase obligation if these representations are breached, you should read “Transfers of the Receivables” in this prospectus supplement.  For a more detailed description of servicer impaired and servicer modified receivables and the purchase obligation for these receivables, you should read “Servicing the Receivables and the Securitization Transaction — Servicer Modifications and Obligation to Purchase Certain Receivables” in the prospectus.

Controlling Class

Holders of the Controlling Class will control certain decisions regarding the trust, including whether to declare or waive events of default and servicer termination events, or accelerate the notes, cause a sale of the receivables or direct the indenture trustee to exercise other remedies following an event of default.  Holders of notes that are not part of the Controlling Class will not have these rights.

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The “Controlling Class” will be the outstanding classes of the Class A notes, voting as a single class, as long as any Class A notes are outstanding.  After the Class A notes are paid in full, the most senior class of notes outstanding will be the Controlling Class.

Ratings

The depositor expects that the notes will receive credit ratings from two nationally recognized statistical rating organizations, or “rating agencies.”

The ratings of the notes will reflect the likelihood of the timely payment of interest on, and the ultimate payment of principal of, the notes according to their terms.  Each rating agency rating the notes will monitor the ratings using its normal surveillance procedures.  Any rating agency may change or withdraw an assigned rating at any time.  Any rating action taken by one rating agency may not necessarily be taken by the other rating agency.  No transaction party will be responsible for monitoring any changes to the ratings on the notes.

Tax Status

If you purchase a note, you agree by your purchase that you will treat your note as debt for U.S. federal, state and local income and franchise tax purposes.

Katten Muchin Rosenman LLP will deliver its opinion that, for U.S. federal income tax purposes:

·the notes will be treated as debt, and

·the trust will not be classified as an association or publicly traded partnership taxable as a corporation.

For more information about the application of U.S. federal, state and local tax laws, you should read “Tax Considerations” in this prospectus supplement and in the prospectus.

ERISA Considerations

The notes generally will be eligible for purchase by employee benefit plans.

For more information about the treatment of the notes under ERISA, you should read “ERISA Considerations” in this prospectus supplement and in the prospectus.

Contact Information for the Depositor

Ford Credit Auto Receivables Two LLC
c/o Ford Motor Credit Company LLC
c/o Ford Motor Company
World Headquarters, Suite 801-C1
One American Road
Dearborn, Michigan 48126
Attention: Ford Credit SPE Management Office
Telephone number: (313) 594-3495
Fax number: (313) 390-4133

Contact Information for the Servicer

Ford Motor Credit Company LLC
c/o Ford Motor Company
World Headquarters, Suite 801-C1
One American Road
Dearborn, Michigan 48126
Attention: Securitization Operations Supervisor
Telephone number: (313) 206-5899
Fax number: (313) 390-4133
Website: www.fordcredit.com

CUSIP Numbers

	CUSIP
Class A-2 notes	34530A AB1
Class A-3 notes	34530A AC9
Class A-4 notes	34530A AD7
Class B notes	34530A AE5
Class C notes	34530A AF2
Class D notes	34530A AG0

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RISK FACTORS

In addition to the risk factors starting on page 7 of the prospectus, you should consider the following risk factors in deciding whether to purchase any of the notes.

The Class B, Class C and Class D notes will be subject to greater risk because of subordination	The Class B notes will bear greater risk than the Class A notes because no interest will be paid on the Class B notes until all interest on the Class A notes is paid in full, and no principal will be paid on the Class B notes until the principal amount of the Class A notes is paid in full.  The Class C and Class D notes bear even greater risk because of similar subordination to all more senior classes of notes.
An event of default and acceleration of the notes may result in earlier than expected payment of your notes or losses on your notes	An event of default may result in an acceleration of payments on your notes.  You will suffer losses if collections on the receivables and the proceeds of any sale of receivables are insufficient to pay the amounts owed on your notes.  If your notes are paid earlier than expected, you may not be able to reinvest the principal at a rate of return that is equal to or greater than the rate of return on your notes.  If the notes are accelerated after an event of default, the trust will not pay interest or principal on any notes that are not part of the Controlling Class until all interest and principal on the notes of the Controlling Class are paid in full.
	For a more detailed description of events of default and acceleration of the notes, you should read “Description of the Notes — Events of Default and Acceleration” in this prospectus supplement and “Description of the Notes — Events of Default and Remedies” in the prospectus.  For a more detailed description of the change in the priority of payments following certain events of default and acceleration of the notes, you should read “Description of the Notes — Priority of Payments” and “— Post-Acceleration Priority of Payments” in this prospectus supplement.
Overcollateralization may not increase as expected	The overcollateralization is expected to increase to the targeted overcollateralization amount as excess spread is used to pay principal of the notes in an amount greater than the decrease in the pool balance from the amortization of the receivables.  There can be no assurance that the targeted overcollateralization amount will be reached or maintained, or that the receivables will generate sufficient collections to pay your notes in full.
	For a more detailed description of overcollateralization as a form of credit enhancement for your notes, you should read “Credit Enhancement — Overcollateralization” in this prospectus supplement.
The Class D notes will be undercollateralized on the closing date	The initial principal balance of the Class D notes will be approximately 2.00% of the adjusted pool balance on the cutoff date.  On the closing date, the aggregate principal balance of the Class A, Class B and Class C notes will be approximately 100% of the adjusted pool balance.  Thus, because the Class D notes are subordinate to the other classes of notes, on an adjusted pool balance basis there will be no receivables supporting the Class D notes on the closing date.  Although overcollateralization is expected to increase to the targeted

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	overcollateralization amount, there can be no assurance as to when or whether such targeted level of overcollateralization will be achieved or maintained.
Excessive prepayments and defaults on the higher APR receivables may adversely impact your notes	Some of the receivables will have APRs that are less than the interest rate on your notes plus various fees.  Payments on receivables with higher APRs help compensate for the reduced payments made on receivables with lower APRs.  Excessive prepayments and defaults on the higher APR receivables may adversely impact your notes by reducing the amounts available to make interest and principal payments on your notes.
Geographic concentration may result in more risk to you	As of the cutoff date, the billing addresses of the obligors of the receivables were concentrated in Texas (16.34%), California (8.20%) and Florida (6.35%).  No other state constituted more than 5% of the initial pool balance.  Economic conditions or other factors affecting these states in particular could adversely impact the delinquency, credit loss or repossession experience of the trust and could result in delays in payments or losses on your notes.
Financial market disruptions and a lack of liquidity in the secondary market could adversely affect the market value of your notes and/or limit your ability to resell your notes	Over the past several years, major disruptions in the global financial markets caused a significant reduction in liquidity in the secondary market for asset-backed securities.  While some conditions in the financial markets and the secondary markets have improved, volatility remains due to several factors, including the uncertainty surrounding the level and sustainability of the sovereign debt of several European countries and the possible breakup of the eurozone, and there can be no assurance that future events will not occur that could have an adverse effect on the liquidity of the secondary market.  If the lack of liquidity in the secondary market reoccurs, it could adversely affect the market value of your notes and/or limit your ability to resell your notes.
	For more information about how illiquidity may impact your ability to resell your notes, you should read “Risk Factors — The absence of a secondary market for your notes could limit your ability to resell them” in the prospectus.
The continuing economic downturn may adversely affect the performance of the receivables, which could result in losses on your notes	Over the past several years, the United States has been experiencing a severe economic downturn that at certain times adversely affected the performance of the receivables in Ford Credit’s portfolio at certain times.  During this downturn, high unemployment and a lack of availability of credit led to increased delinquency and default rates by obligors and decreased consumer demand for cars, trucks and utility vehicles.  In addition, during certain periods of the economic downturn there were reduced used vehicle prices, which increased the amount of losses on defaulted receivables.  While certain economic factors, such as the availability of credit, consumer demand and used vehicle prices have improved, other factors, such as unemployment, have not yet improved materially.  If the economic downturn worsens or continues for a prolonged period of time, delinquencies and losses on the receivables could increase, which could result in losses on your notes.

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	For more information about the delinquency, repossession and credit loss experience for Ford Credit’s portfolio of U.S. retail installment sales contracts, you should read “Transaction Parties — Servicer — Delinquency, Repossession and Credit Loss Experience” in this prospectus supplement.
A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes, could adversely affect the market value of your notes and/or limit your ability to resell your notes	The ratings on the notes are not recommendations to purchase, hold or sell the notes and do not address market value or investor suitability.  The ratings reflect each rating agency’s assessment of the future performance of the receivables, the credit enhancement on the notes and the likelihood of repayment of the notes.  There can be no assurance that the notes will perform as expected or that the ratings will not be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the receivables, errors in analysis or otherwise.  None of the depositor, the sponsor or any of their affiliates will have any obligation to replace or supplement any credit enhancement or to take any other action to maintain any ratings on the notes.  If the ratings on your notes are reduced, withdrawn or qualified, it could adversely affect the market value of your notes and/or limit your ability to resell your notes.
	The sponsor has hired two rating agencies that are nationally recognized statistical rating organizations, or “NRSROs,” and will pay them a fee to assign ratings on the notes.  The sponsor has not hired any other NRSRO to assign ratings on the notes and is not aware that any other NRSRO has assigned ratings on the notes.  However, under SEC rules, information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each NRSRO in order to make it possible for such non-hired NRSROs to assign unsolicited ratings on the notes.  An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the sponsor, the depositor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus supplement.  NRSROs, including the hired rating agencies, have different methodologies, criteria, models and requirements.  If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.  In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.
	You should make your own evaluation of the future performance of the notes and the receivables, the credit enhancement on the notes and the likelihood of repayment of the notes, and not rely solely on the ratings on the notes.

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Federal financial regulatory reform could have an adverse impact on Ford Credit, the depositor or the trust	The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the “Dodd-Frank Act,” is extensive legislation that impacts financial institutions and other non-bank financial companies, such as Ford Credit.  The Dodd-Frank Act created the Bureau of Consumer Financial Protection, a new agency responsible for administering and enforcing the laws and regulations for consumer financial products and services.  In addition, it will increase regulation of the securitization and derivatives markets.  Many of the new requirements will be the subject of implementing regulations which have yet to be released.  Until implementing regulations are issued, there can be no assurance that the new requirements will not have an adverse impact on the servicing of the receivables, on Ford Credit’s securitization programs or on the regulation and supervision of Ford Credit, the depositor or the trust.
	For a discussion of the alternative liquidation framework established by the Dodd-Frank Act for certain non-bank financial companies, you should read “Risk Factors — Federal financial regulatory reform could have an adverse impact on Ford Credit, the depositor or  the trust” and “Some Important Legal Considerations — The Dodd-Frank Act” in the prospectus.
Retention of any of the notes by the depositor or an affiliate of the depositor could adversely affect the market value of your notes and/or limit your ability to resell your notes	Some or all of one or more classes of the notes may be retained by the depositor or conveyed to an affiliate of the depositor.  As a result, the market for such a retained class of notes may be less liquid than would otherwise be the case and, if any retained notes are subsequently sold in the secondary market, it could reduce demand for notes of that class already in the market, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.

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TRANSACTION PARTIES

The following information identifies certain transaction parties for this securitization transaction.  For a description of the other transaction parties, and a description of the rights and responsibilities of all transaction parties, you should read “Sponsor and Servicer,” “Depositor,” “Issuing Entity,” “Indenture Trustee” and “Owner Trustee” in the prospectus.

Depositor

The depositor is Ford Credit Auto Receivables Two LLC.  Ford Credit is the sole member of the depositor.

Issuing Entity

The issuing entity for this securitization transaction is Ford Credit Auto Owner Trust 2012-D.  The trust’s fiscal year is the calendar year.

On the closing date, the depositor will sell the receivables to the trust and make an initial deposit in the reserve account in exchange for the notes and the residual interest in the trust.  The following table shows the capitalization of the trust on the closing date after issuance of the notes.

	Principal Amount
Class A-1 notes	$	234,900,000.00
Class A-2 notes	342,700,000.00
Class A-3 notes	326,200,000.00
Class A-4 notes	95,610,000.00
Class B notes	31,560,000.00
Class C notes	21,040,000.00
Class D notes	21,040,000.00
Residual Interest — Initial Overcollateralization	22,998,240.42
Subtotal — Initial Pool Balance	$	1,096,048,240.42
Reserve Account	5,480,241.20
Total	$	1,101,528,481.62

Owner Trustee

U.S. Bank Trust National Association, or “U.S. Bank Trust,” a national banking association, will act as the “owner trustee” under the trust agreement.  U.S. Bank Trust is a national banking association and a wholly-owned subsidiary of U.S. Bank National Association, or “U.S. Bank,” the fifth largest commercial bank in the United States.  U.S. Bancorp, with total assets exceeding $341 billion as of June 30, 2012, is the parent company of U.S. Bank.  As of June 30, 2012, U.S. Bancorp served approximately 17 million customers and operated over 3,000 branch offices in 25 states. A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, governments and institutions.

U.S. Bank Trust has provided owner trustee services since 2000.  As of June 30, 2012, U.S. Bank Trust was acting as owner trustee with respect to over 600 issuances of securities.  This portfolio includes mortgage-backed and asset-backed securities.  U.S. Bank Trust has acted as owner trustee of auto-backed securities since 2000.  As of June 30, 2012, U.S. Bank Trust was acting as owner trustee on 84 issuances of auto-backed securities.

For a description of the duties and responsibilities of the owner trustee, you should read “Owner Trustee” in the prospectus.

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Indenture Trustee

The Bank of New York Mellon, a New York banking corporation, will act as the “indenture trustee” under the indenture.  Its principal corporate trust office is located at 101 Barclay Street, New York, New York 10286.  The Bank of New York Mellon has been, and currently is, serving as indenture trustee and trustee for numerous securitization transactions and programs involving pools of auto receivables.  The Bank of New York Mellon is one of the largest corporate trust providers of trust services on securitization transactions.

For a description of the duties and responsibilities of the indenture trustee, you should read “Indenture Trustee” in the prospectus.

Sponsor

Ford Credit is the sponsor of this securitization transaction and is responsible for structuring the transaction.  The receivables were purchased by Ford Credit from motor vehicle dealers in the ordinary course of Ford Credit’s business.

Ford Credit’s origination and purchasing policies focus on supporting the sale of new Ford vehicles. The number of contracts purchased by Ford Credit is correlated to Ford vehicle sales and is influenced by market conditions and competitive pressures.  A substantial percentage of the contracts purchased by Ford Credit are originated under Ford-sponsored vehicle marketing incentive programs.  As a result, changes in origination volumes and the types of contracts purchased are caused primarily by changes in sales of Ford vehicles and changes in Ford-sponsored marketing programs.  The relative cost and availability of funding sources also impact Ford Credit’s willingness to purchase certain retail installment sale contracts and Ford Credit may limit purchases of certain types of contracts for risk management purposes.

The following table contains information about the retail installment sale contracts purchased by Ford Credit from motor vehicle dealers during each of the periods indicated.

Origination Characteristics

	Nine Months Ended September 30,						Year Ended December 31,
	2012			2011			2011			2010			2009			2008			2007
Number of receivables originated		537,757			489,953			658,372			575,266			519,452			754,633			845,660
Aggregate original principal balance (in millions)		$14,004			$12,688			$17,083			$14,671			$12,420			$17,138			$21,760
Weighted average(1) original term in months		62.2			61.2			61.2			60.7			60.3			61.8			60.8
Weighted average(1) FICO® score at origination(2)		729			730			730			721			719			710			706
Subvened receivables(3)		38	%		50	%		47	%		59	%		64	%		55	%		85	%

(1)Weighted averages are weighted by the original principal balance of each receivable.

(2)This weighted average excludes receivables that have obligors who do not have FICO® scores because they (a) are not individuals and use financed vehicles for commercial purposes, or (b) are individuals with minimal or no recent credit history. For a description of FICO® scores, you should read “Sponsor and Servicer — Origination, Purchasing and Underwriting” in the prospectus.

(3)As a percent of the original principal balance of contracts purchased during the period.

Ford marketing programs offer either cash rebates or subvened financing through which Ford uses its marketing funds to provide low-APR financing for customers.  Ford’s marketing programs typically offer customers a choice between cash rebates and subvened financing, and the customer’s choice changes the proportion of subvened receivables purchased by Ford Credit. The relative attractiveness to customers of a cash rebate or subvened financing depends on a number of factors including the amount of the cash rebate, the amount of the subvention and the availability in the market of low rate financing for the customer.  The combination of these factors can lead to increases in subvened financing, such as in 2007 when the Ford-sponsored marketing programs emphasized 0% financing and subvened receivables represented 85% of the principal balance of receivables purchased by Ford Credit.  The combination of these factors can also lead to a decrease in subvened financing, such as in the fourth quarter of 2011 and

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the first quarter of 2012, when the availability in the market of low rate financing caused more high quality customers to select the Ford cash rebate over subvened financing and the principal balance of subvened receivables as a percentage of all contracts purchased decreased to approximately 37% and 34%, respectively.  Many of those customers chose to finance with Ford Credit in order to receive cash rebates that were only available with Ford Credit financing.

As a result of Ford Credit’s expanded eligibility for 72-month financing combined with Ford-sponsored marketing programs and strong market demand for 72-month financing, 72-month contracts represent approximately 35% to 45% of the principal balance of contracts purchased during the periods covered in the table above.

During the periods covered in the table above, contracts to finance the purchase of used vehicles represented approximately 11% to 19% of the principal balance of contracts purchased each year.  Used vehicle contracts increased to approximately 25% of the principal balance of contracts purchased in late 2008 and early 2009 due to the sharp decline in Ford’s new vehicle sales and a decrease in competition from other finance sources for used vehicle contracts.  Since the second quarter of 2009, as Ford’s new vehicle sales increased, the percentage decreased to approximately 11% to 13%.

Material Changes to Origination, Purchasing and Underwriting Policies and Procedures

In the second quarter of 2007, Ford Credit launched a new advisory tool that provides the credit analyst with an analysis of each offered contract, including an analysis of application and credit bureau information and an automated approval recommendation index based on factors not included in Ford Credit’s scoring model to assist the analyst in making better credit decisions.

As part of its normal cycle plan, Ford Credit launched new origination scoring models for both commercial and consumer credit applications in the second quarter and third quarter of 2008, respectively, and a business entity’s commercial credit risk score, if available, was added as a new variable in the origination scoring models for commercial credit applications.  In April 2009, Ford Credit adjusted its consumer and commercial origination models to more accurately reflect portfolio performance and macroeconomic conditions.  In April 2010, a new scoring model for commercial lines of credit was launched to improve the performance and accuracy of the model.  As part of its normal cycle plan, Ford Credit launched new origination scoring models for consumer credit applicants in July 2010, for commercial credit applicants in November 2011 and for commercial line of credit applicants in May 2012.

In April 2011, Ford Credit began using FICO® scores known as “FICO® 8” after determining that the new FICO® scores improved the performance of its origination scoring models.  Although the FICO® score of individual obligors may be different using FICO® 8, Ford Credit believes that the average FICO® score of the contracts it purchases will not change materially as a result of its use of FICO® 8.

Ford Credit launched an enhanced electronic decisioning process in March 2007 that increased the percentage of credit applications approved or rejected through the process.  In the third quarter of 2008, Ford Credit adopted a more conservative electronic decisioning strategy that reduced the percentage of applications approved through the electronic process.  Since 2009, the percentage of applications approved through the electronic process has generally increased due to improved credit quality of applicants and regular updates to the electronic decisioning strategy.

In 2007, Ford Credit completed a series of transformations and consolidations of its U.S. sales and originations operations into six business centers that manage all originations.  These transformation and consolidation actions were implemented to provide cost efficiencies, ensure consistency and control in origination processes, increase dealer and customer satisfaction and make it easier to implement new technologies.

In July 2009, Ford Credit completed a restructuring of its operations to meet changing business conditions, including the decline in its retail installment sale contract portfolio.  The restructuring included the consolidation of its origination operations into four of its existing business centers in order to achieve cost effectiveness consistent with its smaller portfolio of retail installment sale contracts.

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In October 2009, Ford Credit completed the consolidation of its underwriting for commercial customers and support for commercial line of credit customers into two of its business centers to improve process consistency and leverage the skills of personnel with commercial expertise.  In March 2012, to improve efficiencies and align its commercial originations processes, Ford Credit moved all of its commercial contract purchasing functions into the two business center locations responsible for underwriting commercial customers.

For more information about Ford Credit’s origination and underwriting policies and procedures, you should read “Sponsor and Servicer — Origination, Purchasing and Underwriting” in the prospectus.

Repurchases of Receivables — Prior Securitized Pools

The transaction documents for prior securitizations of retail installment sale contracts sponsored by Ford Credit contain covenants requiring the repurchase of an underlying receivable for the breach of a representation or warranty.  In the past year, none of Ford Credit, the depositor, the indenture trustee or the owner trustee received a demand to repurchase any receivable underlying any such prior securitization transactions, and there was no activity with respect to any demand made prior to such period.  Ford Credit, as securitizer, discloses all fulfilled and unfulfilled repurchase requests for receivables that were the subject of a demand to repurchase on SEC Form ABS-15G.  Ford Credit filed its most recent Form ABS-15G with the SEC on January 13, 2012.  Ford Credit’s CIK number is 0000038009.

For more information on obtaining a copy of the report, you should read “Where You Can Find More Information” in the prospectus.

Static Pool Information — Prior Securitized Pools

Static pool information about prior pools of retail installment sale contracts that were securitized by Ford Credit is in Annex A to this prospectus supplement.  The information in Annex A consists of cumulative losses, prepayments and delinquency data for the prior securitized pools and summary information about the original characteristics of the prior pools.  Information about pools that were securitized before January 1, 2006 will not be deemed to be part of the prospectus, this prospectus supplement or the registration statement that includes the prospectus.  No assurance can be made that the loss, prepayment or delinquency experience of a particular pool of retail installment sale contracts will be similar to the information shown in Annex A for prior securitized pools of retail installment sale contracts.

Servicer

Ford Credit will be the servicer of the receivables for this securitization transaction.  Ford Credit will be responsible for all servicing functions, except that the indenture trustee will be responsible for making payments to the noteholders based on information and calculations provided by the servicer.

The following table shows Ford Credit’s delinquency, repossession and credit loss experience for its portfolio of retail installment sale contracts.  The table includes contracts sold in securitizations and other transactions that Ford Credit continues to service.  Delinquency, repossession or credit loss experience may be influenced by a variety of economic, social, geographic and other factors beyond the control of Ford Credit.  No assurance can be made that the delinquency, repossession or credit loss experience of a particular pool of retail installment sale contracts will be similar to the historical experience shown below or that any trends shown in the table will continue for any period.

From midyear 2008 through 2009, repossessions increased due to the effects of unfavorable macroeconomic conditions, including high unemployment which contributed to an increase in both personal bankruptcy filings and customers who voluntarily surrendered their vehicles to Ford Credit.  Aggregate net losses increased in 2008 due to higher loss severity offset partially by fewer contracts charged off.  Starting in 2009, aggregate net losses decreased reflecting lower loss severity and fewer contracts charged off.  Net losses as a percentage of average portfolio outstanding increased in 2008 and 2009, reflecting a combination of lower average receivables balances and higher repossessions.  Starting in 2010, net losses as a percentage of average portfolio outstanding decreased, primarily due to fewer

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contracts charged off and lower loss severity resulting from improved auction values.  Average net loss on contracts charged off increased in 2008, primarily due to lower auction values in the used vehicle market and an increase in the amount financed on contracts due to the number of trucks and full-size SUVs in the portfolio and changes in portfolio composition, including a higher number of 72-month contracts.  Average net loss on contracts charged off began to decrease in 2009 as auction values in the used vehicle market improved, although auction values remain variable and can be seasonal.

Delinquencies, repossessions and credit losses are shown as a percentage of Ford Credit’s portfolio of retail installment sale contracts.  Over the periods shown, the portfolio size increases as new contracts are originated and decreases as existing receivables are paid down or liquidated.  The delinquency, repossession and credit loss percentages for a particular pool of contracts originated in any period would differ from the portfolio experience shown in the following table.

Delinquency, Repossession and Credit Loss Experience

	Nine Months Ended September 30,					Year Ended December 31,
		2012		2011			2011		2010		2009		2008			2007
Average number of contracts outstanding(1)		2,024,493		2,206,479			2,182,013		2,445,670		2,823,588			3,240,749		3,688,642
Average portfolio outstanding (in millions)(2)		$31,584		$31,954			$31,897		$34,673		$40,575			$48,842		$55,238
Delinquencies
Average number of delinquencies(3)
31 - 60 days		47,264		49,551			50,354		54,095		66,788			69,537		74,783
61 - 90 days		3,130		3,488			3,456		3,563		6,518			7,413		6,976
Over 90 days		291		372			358		508		1,291			1,305		1,091
Average number of delinquencies as a percentage of average number of contracts outstanding
31 - 60 days		2.33	%	2.25	%		2.31	%	2.21	%	2.37	%		2.15	%	2.03	%
61 - 90 days		0.15	%	0.16	%		0.16	%	0.15	%	0.23	%		0.23	%	0.19	%
Over 90 days		0.01	%	0.02	%		0.02	%	0.02	%	0.05	%		0.04	%	0.03	%
Repossessions and Credit Losses
Repossessions as a percentage of average number of contracts outstanding(4)		1.55	%	2.05	%		2.05	%	2.54	%	3.12	%		2.39	%	1.95	%
Aggregate net losses (in millions)(5)		$60		$99			$143		$255		$620			$709		$435
Net losses as a percentage of average portfolio outstanding(4)		0.25	%	0.41	%		0.45	%	0.74	%	1.53	%		1.45	%	0.79	%
Net losses as a percentage of gross liquidations(6)		0.44	%	0.73	%		0.80	%	1.36	%	2.98	%		2.96	%	1.56	%
Number of contracts charged off		32,329		45,761			61,026		83,785		118,189			109,385		111,732
Number of contracts charged off as a percentage of average number of contracts outstanding(4)		2.13	%	2.77	%		2.80	%	3.43	%	4.19	%		3.38	%	3.03	%
Average net loss on contracts charged off		$1,854		$2,164			$2,351		$3,047		$5,249			$6,483		$3,892

(1)Average of the number of contracts outstanding at the beginning and end of each month in the period.

(2)Average of the aggregate principal balance of contracts outstanding at the beginning and end of each month in the period.

(3)Average of the number of contracts delinquent at the beginning and end of each month in the period.  The period of delinquency is the number of days that more than $49.99 of a scheduled monthly payment is past due, excluding accounts with bankrupt obligors.

(4)For the non-annual periods, the percentages are annualized.

(5)Net losses are equal to the aggregate balance (principal plus accrued finance and other charges) of all contracts that the servicer determined to be uncollectible in the period less any amounts received in the period on contracts charged off in the

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period or any prior periods.  Beginning in 2012, net losses excluded all external costs associated with repossession of the vehicle prior to charge off and included all external costs associated with the disposition of the vehicle after charge off.  Prior to 2012, net losses excluded all external costs associated with repossession and disposition of the vehicle prior to charge off and included all external costs associated with continued collection efforts or repossession and disposition of the vehicle after charge off.  An estimated loss is recorded at the time a vehicle is repossessed and this estimated loss is adjusted to reflect the actual loss after the vehicle is sold.  Realized losses for a securitized pool of contracts for any period are equal to the aggregate principal balance of all contracts that the servicer determined to be uncollectible in the period less any amounts received during the period on contracts charged off in the period or any prior periods.  In addition, realized losses for a securitized pool of contracts include all external costs associated with the repossession, transportation, reconditioning and disposition of the vehicles in that pool because the servicer is entitled to be reimbursed for these costs.  Therefore, realized losses for a securitized pool of contracts may be higher or lower than net losses for those contracts.

(6)Gross liquidations are cash payments and charge offs that reduce the outstanding balance of a contract.

Material Changes to Servicing Policies and Procedures

In the fourth quarter of 2008, Ford Credit consolidated its account services and vehicle liquidations operations into two business centers.  This consolidation was done to eliminate variability and achieve greater efficiencies in these operations given lower portfolio levels.

In July 2009, Ford Credit completed a restructuring of its operations to meet changing business conditions, including the decline in its retail installment sale contract portfolio.  As a part of the restructuring plan, Ford Credit converted two of its business centers to loss prevention specialty centers, leveraging the skills of its seasoned loss prevention teams to address increased delinquencies and manage portfolio losses.  In March 2011, Ford Credit completed a consolidation of one of its loss prevention specialty centers into an existing business center as the loss performance improved on its portfolios.

As part of its normal cycle plan, in the first quarter of 2008 Ford Credit launched a new behavior scoring model used to predict the probability that an account will default and adjusted this model in March 2009 to improve its performance.  Ford Credit launched a new behavior scoring model again in the third quarter of 2011.  In December 2009, Ford Credit launched a new behavior scoring model for its commercial portfolio.  Consistent with its servicing practices, Ford Credit modified its collection efforts and increased its collection activities in response to the macroeconomic conditions that led to the increase in delinquencies in 2008 and 2009.  As delinquencies decreased since 2009, Ford Credit returned to a more typical level of collection activity.

Ford Credit excluded receivables with obligor zip codes in the counties declared major disaster areas as of the cutoff date by the Federal Emergency Management Agency, or “FEMA,” in response to the effects of Hurricane Sandy in October 2012.  If FEMA declares any additional counties to be major disaster areas as a result of Hurricane Sandy, Ford Credit may offer extensions to obligors located in those counties.  Ford Credit will repurchase the receivables of the obligors that accept the offered extension in those areas declared to be major disaster areas by FEMA prior to the closing date.

For more information about Ford Credit’s servicing policies and procedures, you should read “Sponsor and Servicer — Servicing and Collections” in the prospectus.

Ratings of the Servicer

As of the date of this prospectus supplement, Ford Credit’s senior unsecured debt ratings are:

	DBRS	Fitch	Moody’s	S&P
Short-term debt ratings	R-3	F3	P-3	NR
Long-term debt ratings	BBB(low)	BBB-	Baa3	BB+
Outlook	Stable	Stable	Stable	Positive

Although the rating agencies have raised or indicated a more favorable outlook on Ford Credit’s debt ratings recently, the rating agencies had previously lowered Ford Credit’s debt ratings and may change the ratings or downgrade Ford Credit at any time.

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Based on its present ratings, Ford Credit, as servicer, will be required to deposit collections on the receivables to the trust’s collection account within two business days of applying collections to the obligor’s account.

For more information about the deposit of collections, you should read “Servicing the Receivables and the Securitization Transaction — Deposit of Collections” in the prospectus.

Administrator

Ford Credit will be the administrator of the trust under an administration agreement.  The administrator will provide notices on behalf of the trust and perform all administrative obligations of the trust under the transaction documents.

For a description of the duties and responsibilities of the administrator, you should read “Issuing Entity” in the prospectus.

RECEIVABLES

On the closing date, Ford Credit will sell the receivables to the depositor and the depositor will sell the receivables to the trust effective as of the cutoff date.  The trust will pledge the receivables to the indenture trustee to secure the notes.

Criteria for Selecting the Receivables

The receivables were randomly selected by Ford Credit from its U.S. portfolio of retail installment sale contracts that meet the selection criteria.  The selection criteria include that, as of the cutoff date, each receivable:

·is a simple interest receivable with level monthly payments,

·has an original term of not greater than 72 months,

·is secured by a car, light truck or utility vehicle,

·is currently not more than 30 days delinquent (Ford Credit considers a receivable delinquent if more than $49.99 of a scheduled payment is overdue), although it may have been more than 30 days delinquent in the past,

·has not been granted a payment extension or rewritten, and

·is not subject to a bankruptcy proceeding.

Ford Credit has changed its selection criteria for the securitization transactions included in Annex A over time to accommodate new financing products, increased vehicle pricing and changes in securitization market practices.  In June of 2005, Ford Credit changed its selection criteria to include receivables where no first payment has been applied (but the first payment is due within 30 days of the cutoff date), and with a current principal balance of not greater than $100,000, instead of $50,000.  Ford Credit’s portfolio of retail installment sale contracts available for this securitization program changes over time as a result of changes in Ford Credit’s origination, purchasing and underwriting policies, Ford marketing programs and Ford Credit’s sales of receivables in securitization and other funding transactions and programs, some of which may use different selection criteria than this program.

Review of Receivables

The depositor performed a review of the receivables designed and effected to provide reasonable assurance that the disclosures about the receivables in this prospectus supplement and the prospectus are accurate in all material respects.

For more information about this review, you should read “Depositor Review of Receivables” in this prospectus supplement.

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Composition of the Receivables

The following tables show the characteristics or distributions of certain characteristics of the pool of receivables on the cutoff date.  The percentages in the following tables may not sum to 100.00% due to rounding.

Number of Receivables	51,209
Initial Pool Balance	$	1,096,048,240.42
Principal Balance:
Average	$	21,403.43
Highest	$	95,000.00
Lowest	$	250.73
Original Amount Financed:
Average	$	27,168.65
Highest	$	95,000.00
Lowest	$	1,500.01
Annual Percentage Rate (APR):
Weighted average(1)	4.38		%
Highest	25.55		%
Lowest	0.00		%
Original Term:
Weighted average(1)	62.8 months
Original term greater than 60 months (by principal balance)	42.59		%
Longest	72 months
Shortest	6 months
Remaining Term:
Weighted average(1)	56.4 months
Remaining term greater than 60 months (by principal balance)	36.43		%
Longest	72 months
Shortest	1 months
Scheduled Weighted Average Life(2)	2.47 years
Weighted Average Months After Origination (Seasoning)(1)	6.4 months
Financed Vehicle — New:
Aggregate principal balance	$	956,968,533.37
Percentage of initial pool balance	87.31		%
Financed Vehicle — Used:
Aggregate principal balance	$	139,079,707.05
Percentage of initial pool balance	12.69		%
Financed Vehicle — Car(3):
Aggregate principal balance	$	266,658,507.37
Percentage of initial pool balance	24.33		%
Financed Vehicle — Light Truck(3):
Aggregate principal balance	$	541,939,830.13
Percentage of initial pool balance	49.44		%
Financed Vehicle — Utility(3):
Aggregate principal balance	$	269,107,481.69
Percentage of initial pool balance	24.55		%
Credit Score:
Weighted average(1) FICO® score(4) at origination	723
Weighted average(1) FICO® score(4) at origination for receivables with original terms greater than 60 months	696

(1)      Weighted averages are weighted by the principal balance of each receivable on the cutoff date.

(2)      The weighted average life of the receivables is calculated by (a) multiplying the scheduled principal payments by the number of months from the cutoff date, (b) adding the results, (c) dividing the sum by 12 and (d) dividing the result by the initial pool balance, and based on the assumption that payments are due on the first day of the month, all receivables pay as scheduled, starting one month from the cutoff date, with no delays, defaults or prepayments.

(3)      Car includes sedans, hatchbacks and coupes.  Light truck includes vans, minivans and light pick-up trucks.  Utility includes wagons, SUVs and cross-overs.  Non-Ford, Lincoln and Mercury vehicles representing 1.67% of the initial pool balance, are not categorized by Ford Credit and are excluded from these categories.

(4)      This weighted average excludes receivables representing 15.02% of the initial pool balance that have obligors who did not have FICO® scores because they (a) are not individuals and use financed vehicles for commercial purposes, or (b) are individuals with minimal or no recent credit history.  For a description of FICO® scores, you should read “Sponsor and Servicer – Origination, Purchasing and Underwriting” in the prospectus.  There can be no assurance that FICO® scores will be an accurate predictor of the likelihood of repayment of the related receivable or that any obligor’s credit score would not be lower if obtained as of the cutoff date.

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Distribution by Make, Model and Vehicle Type of the Receivables(1)

Make	Model	Vehicle Type	Number of Receivables	Aggregate Principal Balance		Percentage of Initial Pool Balance
Ford	F-150	Light Truck	13,583	$	317,106,343.86	28.93	%
Ford	Fusion	Car	6,070	115,589,040.89		10.55
Ford	Escape	Utility	5,005	96,533,797.36		8.81
Ford	F-250	Light Truck	3,109	95,601,699.03		8.72
Ford	F-350	Light Truck	2,218	70,072,094.57		6.39
Ford	Edge	Utility	3,061	63,042,003.62		5.75
Ford	Focus	Car	3,859	58,476,835.90		5.34
Ford	Explorer	Utility	1,613	35,056,135.69		3.20
Ford	Mustang	Car	1,511	33,088,956.98		3.02
Ford	Expedition	Utility	1,069	28,879,462.47		2.63
Ford	Taurus	Car	1,103	23,147,961.66		2.11
Ford	Flex	Utility	771	21,141,307.56		1.93
Ford	Fiesta	Car	968	15,803,495.60		1.44
Other			7,269	122,509,105.23		11.18
Total			51,209	$	1,096,048,240.42	100.00	%

(1)The table shows models representing greater than 1.00% of initial pool balance.

Geographic Distribution of the Receivables on the Cutoff Date(1)(2)

State	Number of Receivables	Aggregate Principal Balance		Percentage of Initial Pool Balance
Texas	7,038	$	179,121,932.18	16.34	%
California	4,315	89,912,229.23		8.20
Florida	3,421	69,577,258.59		6.35
Michigan	2,308	43,874,444.22		4.00
Illinois	2,269	43,453,603.39		3.96
Ohio	2,123	41,101,000.91		3.75
Pennsylvania	2,131	39,130,327.99		3.57
North Carolina	1,766	37,762,171.44		3.45
Georgia	1,649	35,570,841.22		3.25
­Other	24,189	516,544,431.25		47.13
Total	51,209	$	1,096,048,240.42	100.00	%

(1)The table shows the states with concentrations greater than 3.00% of the initial pool balance based on the billing addresses of the obligors.

(2)FEMA has declared certain counties in the states of Connecticut, New Jersey and New York as major disaster areas in response to the effects of Hurricane Sandy in October 2012.  Receivables with obligor zip codes in these counties (as declared by FEMA as of the cutoff date) have been excluded from the pool of receivables.

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Distribution by FICO® Score of the Receivables(1)

FICO® Score(2) Range	Number of Receivables	Aggregate Principal Balance		Percentage of Initial Pool Balance
Greater than 749	19,500	$	380,415,590.75	34.71	%
700 – 749	7,826	169,278,927.03		15.44
650 – 699	7,668	174,183,561.53		15.89
600 – 649	5,454	126,151,278.40		11.51
250 – 599	3,621	81,348,276.10		7.42
Commercial(3)	6,372	153,082,682.13		13.97
No FICO® score(4)	768	11,587,924.48		1.06
Total	51,209	$	1,096,048,240.42	100.00	%

(1)The table shows the distribution of the receivables by FICO® score of obligors on their origination dates.

(2)For a description of FICO® scores, you should read “Sponsor and Servicer – Origination, Purchasing and Underwriting” in the prospectus.  There can be no assurance that FICO® scores will be an accurate predictor of the likelihood of repayment of the related receivable or that any obligor’s credit score would not be lower if obtained as of the cutoff date.

(3)Represents receivables with obligors that are not individuals and that use financed vehicles for commercial purposes.  For a description of commercial accounts, you should read “Sponsor and Servicer – Commercial Accounts” in the prospectus.

(4)Represents receivables with obligors who are individuals with minimal or no recent credit history.

Distribution by APR of the Receivables

APR Range	Number of Receivables	Aggregate Principal Balance		Percentage of Initial Pool Balance
0.00 – 0.99%	8,927	$	194,214,905.86	17.72	%
1.00 – 1.99	6,853	159,135,974.17		14.52
2.00 – 2.99	2,317	39,282,290.72		3.58
3.00 – 3.99	6,967	141,030,033.29		12.87
4.00 – 4.99	6,420	135,026,439.49		12.32
5.00 – 5.99	6,793	152,612,568.11		13.92
6.00 – 6.99	5,036	111,119,933.05		10.14
7.00 – 7.99	1,981	42,792,950.49		3.90
8.00 – 8.99	1,887	41,729,909.38		3.81
9.00 – 9.99	1,441	30,120,132.19		2.75
10.00 – 10.99	856	18,166,666.91		1.66
11.00 – 11.99	608	12,055,130.58		1.10
12.00 – 12.99	413	7,902,046.23		0.72
13.00 – 13.99	217	3,531,752.20		0.32
14.00 – 14.99	180	2,748,128.86		0.25
15.00 – 15.99	106	1,661,911.05		0.15
16.00 – 16.99	72	1,009,403.61		0.09
17.00 – 17.99	55	915,981.92		0.08
18.00 – 18.99	38	531,886.29		0.05
19.00 – 19.99	22	246,747.81		0.02
20.00 – 24.99	19	211,802.13		0.02
25.00 – 29.99	1	1,646.08		0.00
Total	51,209	$	1,096,048,240.42	100.00	%

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TRANSFERS OF THE RECEIVABLES

Representations About the Receivables

Ford Credit will make representations about the receivables to the depositor.  Generally, these representations relate to legal standards for origination and transfer of the receivables, terms of the contracts, and the security interest in the receivables.  Ford Credit also will represent that the receivables satisfy the selection criteria, including those described under “Receivables — Criteria for Selecting the Receivables” in this prospectus supplement and that the data relating to the characteristics of the receivables described under “Receivables — Composition of the Receivables” in this prospectus supplement are true and correct in all material respects.

In addition, Ford Credit will represent that:

·it did not use selection procedures believed to be adverse to the noteholders in selecting the receivables from Ford Credit’s portfolio of receivables that meet the selection criteria,

·the receivables are enforceable payment obligations of the obligors and no obligor has asserted any right of rescission, setoff or defenses against the receivable,

·immediately before the sale of the receivables to the depositor, Ford Credit had good title to each receivable, free and clear of any liens not permitted by the transaction documents,

·it has a first priority perfected security interest or has commenced procedures that will result in the perfection of a first priority security interest in the related financed vehicles in favor of Ford Credit, and

·the receivables were originated and have been serviced in compliance with applicable laws in all material respects.

The depositor will make similar representations to the trust.  The depositor also will represent that the trust will own the receivables free and clear of any liens not permitted by the transaction documents and have a perfected security interest in the receivables following the transfer of the receivables by the depositor to the trust.

Obligation to Repurchase Ineligible Receivables Upon Breach

If any of the representations made by Ford Credit about a receivable was untrue when made, the receivable was not eligible to be sold to the depositor or the trust.  If Ford Credit has actual knowledge, or receives notice from the indenture trustee, that any representation made by Ford Credit was untrue when made and the breach has a material adverse effect on the receivable, Ford Credit will be allowed to cure the breach.  If Ford Credit fails to cure the breach in all material respects by the end of the second month following the month it learns of the breach, it must repurchase the receivable on or before the payment date following the end of the cure period.  Ford Credit must deposit in the collection account an amount equal to the remaining principal balance of the receivable plus 30 days of interest at the applicable APR.

The depositor will be subject to the same repurchase requirement if any of its representations about a receivable was untrue when made and the breach has a material adverse effect on the receivable.

Ford Credit and the depositor will be deemed to have actual knowledge of a breach if a designated employee of Ford or Ford Credit who is responsible for the securitization transaction, or a “responsible person,”  learns of the breach.  Ford Credit and the depositor will designate to the indenture trustee its responsible persons for this purpose.  A noteholder may obtain a list of responsible persons by request to the indenture trustee or the depositor.

These repurchase obligations for ineligible receivables will be the sole remedy of the trust, the indenture trustee and the noteholders for any losses resulting from a breach of the representations of

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Ford Credit or the depositor.  None of the indenture trustee, the owner trustee, the servicer or the depositor will have any duty to investigate whether any receivable may be an ineligible receivable.

MATURITY AND PREPAYMENT CONSIDERATIONS

General

The final scheduled payment date for each class of notes is listed on the cover of this prospectus supplement.  Ford Credit determined these dates (a) for the Class A-1 notes, by selecting the latest payment date falling within the 397-day period following the date of pricing of such notes, (b) for the Class A-2, Class A-3, Class A-4, Class B and Class C notes, by selecting the payment date that is three months or, for the Class A-4 notes, six months after the date calculated assuming all receivables pay as scheduled with no delays, defaults or prepayments and (c) for the Class D notes, by selecting the payment date that is six months after the last scheduled maturity date of the latest maturing receivable.  Ford Credit expects that the final payment of each class of notes will occur before its final scheduled payment date.  The final payment of any class of notes could occur significantly earlier (or could occur later) than such class’s final scheduled payment date because the rate of payment of principal of each class of notes depends primarily on the rate of payment (including prepayment) by the obligors on the receivables.

Higher than anticipated rates of prepayment and defaults on the receivables will cause principal to be paid to the noteholders faster than expected.  Noteholders will bear the risk of not being able to reinvest any principal repaid to you faster than expected at a rate of return that is equal to or greater than the rate of return on the notes.  In the case of notes purchased at a discount, noteholders should consider the risk that a slower than anticipated rate of prepayments on the receivables could result in an actual rate of return that is less than the anticipated rate of return.

In addition, higher rates of prepayments and defaults on high APR receivables will reduce the amount of interest collected on the receivables and result in lower excess spread on subsequent payment dates.

Weighted Average Life of the Notes

Prepayments on the receivables can be measured relative to a prepayment standard or model.  This securitization transaction uses the Absolute Prepayment Model commonly referred to as “ABS,” which uses an assumed rate of prepayment each month relative to the original number of receivables in a pool.  ABS assumes that all receivables are the same size and maturity and amortize at the same rate and that in each month each receivable will be paid as scheduled or be prepaid in full.  For example, in a pool of receivables originally containing 10,000 receivables, a 1% ABS rate means that 100 receivables prepay in full each month.  ABS is not a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of assets.  Ford Credit intends to establish the interest rates for the notes based on their weighted average lives determined by assuming the receivables will prepay at a 1.4% ABS rate.

The ABS tables below were prepared by (a) classifying the pool of receivables that will be sold to the trust into sub-pools based on APR, original term, and age, (b) determining a level monthly payment for each of the sub-pools that fully amortizes the pool by the end of its remaining term to maturity, assuming that each monthly payment is made on the last day of each month and each month has 30 days and (c) making the following assumptions:

·each sub-pool prepays at the specified constant monthly ABS rate, and otherwise pays as scheduled with no delays, defaults or repurchases,

·payments on the notes are made on the 15th of each month, and

·the servicer exercises its clean up call option on the first payment date that the option is available.

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The sub-pools used in this analysis are shown in the table below.

Pool	Aggregate Principal Balance		Weighted Average APR	Weighted Average Original Term (In Months)	Weighted Average Remaining Term (In Months)
1	$	26,885,534.84	3.076%	34	33
2	11,870,653.79		7.247	34	33
3	8,702,606.76		2.933	35	29
4	4,131,501.15		7.663	35	28
5	8,431,226.84		2.150	36	20
6	3,094,032.21		7.441	35	21
7	26,800,290.39		3.175	48	46
8	15,615,252.19		7.871	48	46
9	9,920,118.99		3.633	48	42
10	6,299,928.44		7.805	48	42
11	9,161,800.13		3.001	48	34
12	6,137,041.05		7.559	48	33
13	210,862,330.98		2.039	60	58
14	78,996,355.43		7.313	60	58
15	71,114,411.36		2.367	60	54
16	25,440,712.24		7.600	60	54
17	82,347,145.47		1.746	60	41
18	23,604,628.14		7.546	60	41
19	140,310,965.27		3.204	72	70
20	133,947,655.21		7.775	72	70
21	45,734,328.05		3.270	72	66
22	51,650,005.95		7.886	72	66
23	60,925,160.18		2.603	72	47
24	34,064,555.36		7.746	72	52
Total	$	1,096,048,240.42

The results shown in the ABS tables should approximate the results that would be obtained if the analysis had been based on similar assumptions using the actual pool of receivables that will be sold to the trust, rather than on sub-pools.  The actual characteristics and performance of the receivables will differ from the assumptions used in constructing the ABS tables.  The ABS tables only give a general sense of how each class of notes may amortize at different assumed ABS rates with other assumptions held constant.  It is unlikely that the receivables will prepay at a constant ABS rate until maturity or that all of the receivables will prepay at the same ABS rate.  The diverse terms of the receivables could produce slower or faster prepayment rates for any payment date, including for payment dates early in the transaction, which would result in principal payments occuring earlier or later than indicated in the ABS tables.  Any difference between those assumptions and the actual characteristics and performance of the receivables, or actual prepayment experience, will affect the weighted average life and period during which principal is paid on each class of notes.

For a discussion of certain factors which may affect the rate of principal payments on the notes, you should read “Risk Factors — The timing of principal payments on your notes is uncertain” in the prospectus.

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Percent of Initial Note Principal Amount at Various ABS Rates(1)

	Class A-1						Class A-2
Payment Date	0.00%	0.50%	1.00%	1.40%	1.70%	2.00%	0.00%	0.50%	1.00%	1.40%	1.70%	2.00%
Closing Date	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
December 15, 2012	90.84	88.46	85.89	83.66	81.84	79.86	100.00	100.00	100.00	100.00	100.00	100.00
January 15, 2013	81.69	77.04	72.00	67.61	64.04	60.16	100.00	100.00	100.00	100.00	100.00	100.00
February 15, 2013	72.55	65.69	58.28	51.83	46.59	40.89	100.00	100.00	100.00	100.00	100.00	100.00
March 15, 2013	63.39	54.43	44.75	36.32	29.47	22.03	100.00	100.00	100.00	100.00	100.00	100.00
April 15, 2013	54.22	43.25	31.40	21.08	12.70	3.59	100.00	100.00	100.00	100.00	100.00	100.00
May 15, 2013	45.05	32.15	18.23	6.11	0.00	0.00	100.00	100.00	100.00	100.00	97.44	90.11
June 15, 2013	35.86	21.14	5.24	0.00	0.00	0.00	100.00	100.00	100.00	94.11	86.41	78.05
July 15, 2013	26.67	10.21	0.00	0.00	0.00	0.00	100.00	100.00	95.43	84.90	76.35	67.06
August 15, 2013	17.47	0.00	0.00	0.00	0.00	0.00	100.00	100.00	87.88	76.28	66.87	56.65
September 15, 2013	8.26	0.00	0.00	0.00	0.00	0.00	100.00	94.94	80.43	67.82	57.59	46.50
October 15, 2013	0.00	0.00	0.00	0.00	0.00	0.00	100.00	88.69	73.07	59.51	48.52	36.60
November 15, 2013	0.00	0.00	0.00	0.00	0.00	0.00	97.90	82.46	65.81	51.36	39.65	26.95
December 15, 2013	0.00	0.00	0.00	0.00	0.00	0.00	92.62	76.27	58.65	43.36	30.98	17.55
January 15, 2014	0.00	0.00	0.00	0.00	0.00	0.00	87.30	70.11	51.59	35.52	22.51	8.42
February 15, 2014	0.00	0.00	0.00	0.00	0.00	0.00	81.96	63.98	44.62	27.84	14.25	0.00
March 15, 2014	0.00	0.00	0.00	0.00	0.00	0.00	76.59	57.88	37.75	20.31	6.20	0.00
April 15, 2014	0.00	0.00	0.00	0.00	0.00	0.00	71.19	51.82	30.99	12.94	0.00	0.00
May 15, 2014	0.00	0.00	0.00	0.00	0.00	0.00	65.77	45.80	24.32	5.74	0.00	0.00
June 15, 2014	0.00	0.00	0.00	0.00	0.00	0.00	60.31	39.80	17.76	0.00	0.00	0.00
July 15, 2014	0.00	0.00	0.00	0.00	0.00	0.00	54.83	33.84	11.30	0.00	0.00	0.00
August 15, 2014	0.00	0.00	0.00	0.00	0.00	0.00	49.44	28.02	5.03	0.00	0.00	0.00
September 15, 2014	0.00	0.00	0.00	0.00	0.00	0.00	44.07	22.28	0.00	0.00	0.00	0.00
October 15, 2014	0.00	0.00	0.00	0.00	0.00	0.00	38.68	16.57	0.00	0.00	0.00	0.00
November 15, 2014	0.00	0.00	0.00	0.00	0.00	0.00	33.25	10.89	0.00	0.00	0.00	0.00
December 15, 2014	0.00	0.00	0.00	0.00	0.00	0.00	27.80	5.25	0.00	0.00	0.00	0.00
January 15, 2015	0.00	0.00	0.00	0.00	0.00	0.00	22.32	0.00	0.00	0.00	0.00	0.00
February 15, 2015	0.00	0.00	0.00	0.00	0.00	0.00	16.81	0.00	0.00	0.00	0.00	0.00
March 15, 2015	0.00	0.00	0.00	0.00	0.00	0.00	11.27	0.00	0.00	0.00	0.00	0.00
April 15, 2015	0.00	0.00	0.00	0.00	0.00	0.00	5.75	0.00	0.00	0.00	0.00	0.00
May 15, 2015	0.00	0.00	0.00	0.00	0.00	0.00	0.30	0.00	0.00	0.00	0.00	0.00
June 15, 2015	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
July 15, 2015	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
August 15, 2015	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
September 15, 2015	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
October 15, 2015	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
November 15, 2015	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
December 15, 2015	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
January 15, 2016	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
February 15, 2016	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
March 15, 2016	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
April 15, 2016	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
May 15, 2016	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
June 15, 2016	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
July 15, 2016	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
August 15, 2016	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
September 15, 2016	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
October 15, 2016	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
November 15, 2016	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
December 15, 2016	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
January 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
February 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
March 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
April 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
May 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
June 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
July 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
August 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
September 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
October 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
November 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
December 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Weighted Average Life to Call (years)(2)	0.48	0.39	0.33	0.29	0.26	0.24	1.77	1.47	1.22	1.05	0.94	0.84
Weighted Average Life to Maturity (years)(2)	0.48	0.39	0.33	0.29	0.26	0.24	1.77	1.47	1.22	1.05	0.94	0.84

(1)The numbers in this table, other than the weighted average life to maturity, were calculated based on the assumption that the servicer will exercise its clean up call option on the first payment date that the option is available.

(2)The weighted average life of a note is calculated by (a) multiplying the amount of each principal payment on a note by the number of years from the date of the issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the initial principal amount of the note.

The ABS Tables were prepared based on the assumptions described above, including the assumptions regarding the characteristics and performance of the receivables that will differ from the actual characteristics and performance of the receivables.  You should be sure you understand these assumptions when reading the ABS Tables.

S-29

Percent of Initial Note Principal Amount at Various ABS Rates(1)

	Class A-3						Class A-4
Payment Date	0.00%	0.50%	1.00%	1.40%	1.70%	2.00%	0.00%	0.50%	1.00%	1.40%	1.70%	2.00%
Closing Date	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
December 15, 2012	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
January 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
February 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
March 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
April 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
May 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
June 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
July 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
August 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
September 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
October 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
November 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
December 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
January 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
February 15, 2014	100.00	100.00	100.00	100.00	100.00	99.52	100.00	100.00	100.00	100.00	100.00	100.00
March 15, 2014	100.00	100.00	100.00	100.00	100.00	90.46	100.00	100.00	100.00	100.00	100.00	100.00
April 15, 2014	100.00	100.00	100.00	100.00	98.27	81.68	100.00	100.00	100.00	100.00	100.00	100.00
May 15, 2014	100.00	100.00	100.00	100.00	90.25	73.18	100.00	100.00	100.00	100.00	100.00	100.00
June 15, 2014	100.00	100.00	100.00	98.63	82.44	64.95	100.00	100.00	100.00	100.00	100.00	100.00
July 15, 2014	100.00	100.00	100.00	91.39	74.86	57.01	100.00	100.00	100.00	100.00	100.00	100.00
August 15, 2014	100.00	100.00	100.00	84.41	67.57	49.31	100.00	100.00	100.00	100.00	100.00	100.00
September 15, 2014	100.00	100.00	98.84	77.63	60.52	41.87	100.00	100.00	100.00	100.00	100.00	100.00
October 15, 2014	100.00	100.00	92.50	71.01	53.67	34.71	100.00	100.00	100.00	100.00	100.00	100.00
November 15, 2014	100.00	100.00	86.27	64.56	46.95	27.82	100.00	100.00	100.00	100.00	100.00	100.00
December 15, 2014	100.00	100.00	80.15	58.28	40.46	21.22	100.00	100.00	100.00	100.00	100.00	100.00
January 15, 2015	100.00	99.62	74.13	52.11	34.19	15.24	100.00	100.00	100.00	100.00	100.00	100.00
February 15, 2015	100.00	93.77	68.21	46.08	28.14	9.52	100.00	100.00	100.00	100.00	100.00	100.00
March 15, 2015	100.00	87.94	62.41	40.22	22.32	4.04	100.00	100.00	100.00	100.00	100.00	100.00
April 15, 2015	100.00	82.20	56.75	34.56	16.76	0.00	100.00	100.00	100.00	100.00	100.00	96.05
May 15, 2015	100.00	76.57	51.17	29.13	11.46	0.00	100.00	100.00	100.00	100.00	100.00	79.27
June 15, 2015	94.55	70.98	45.71	23.87	6.39	0.00	100.00	100.00	100.00	100.00	100.00	63.87
July 15, 2015	88.75	65.43	40.35	18.78	1.54	0.00	100.00	100.00	100.00	100.00	100.00	50.10
August 15, 2015	82.93	59.91	35.10	13.87	0.00	0.00	100.00	100.00	100.00	100.00	89.51	36.97
September 15, 2015	77.52	54.75	30.26	9.36	0.00	0.00	100.00	100.00	100.00	100.00	75.22	24.89
October 15, 2015	72.16	49.65	25.56	5.05	0.00	0.00	100.00	100.00	100.00	100.00	62.12	13.41
November 15, 2015	66.78	44.59	20.98	0.90	0.00	0.00	100.00	100.00	100.00	100.00	49.67	2.49
December 15, 2015	61.37	39.57	16.49	0.00	0.00	0.00	100.00	100.00	100.00	89.47	37.87	0.00
January 15, 2016	55.89	34.58	12.11	0.00	0.00	0.00	100.00	100.00	100.00	76.43	26.71	0.00
February 15, 2016	50.34	29.62	7.83	0.00	0.00	0.00	100.00	100.00	100.00	63.96	16.26	0.00
March 15, 2016	44.76	24.70	3.66	0.00	0.00	0.00	100.00	100.00	100.00	52.06	6.67	0.00
April 15, 2016	39.15	19.82	0.00	0.00	0.00	0.00	100.00	100.00	98.61	40.73	0.00	0.00
May 15, 2016	34.35	15.61	0.00	0.00	0.00	0.00	100.00	100.00	86.48	30.55	0.00	0.00
June 15, 2016	29.66	11.54	0.00	0.00	0.00	0.00	100.00	100.00	74.88	20.99	0.00	0.00
July 15, 2016	24.93	7.49	0.00	0.00	0.00	0.00	100.00	100.00	63.58	11.89	0.00	0.00
August 15, 2016	20.19	3.47	0.00	0.00	0.00	0.00	100.00	100.00	52.57	3.26	0.00	0.00
September 15, 2016	15.42	0.00	0.00	0.00	0.00	0.00	100.00	98.24	41.86	0.00	0.00	0.00
October 15, 2016	10.93	0.00	0.00	0.00	0.00	0.00	100.00	85.54	32.00	0.00	0.00	0.00
November 15, 2016	6.84	0.00	0.00	0.00	0.00	0.00	100.00	73.96	22.94	0.00	0.00	0.00
December 15, 2016	2.72	0.00	0.00	0.00	0.00	0.00	100.00	62.47	14.12	0.00	0.00	0.00
January 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	95.17	51.07	5.56	0.00	0.00	0.00
February 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	80.98	39.74	0.00	0.00	0.00	0.00
March 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	66.70	28.50	0.00	0.00	0.00	0.00
April 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	53.16	17.92	0.00	0.00	0.00	0.00
May 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	39.55	7.41	0.00	0.00	0.00	0.00
June 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	27.90	0.00	0.00	0.00	0.00	0.00
July 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	16.19	0.00	0.00	0.00	0.00	0.00
August 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	4.41	0.00	0.00	0.00	0.00	0.00
September 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
October 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
November 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
December 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Weighted Average Life to Call (years)(2)	3.30	2.96	2.57	2.25	2.01	1.79	4.47	4.20	3.81	3.39	3.04	2.71
Weighted Average Life to Maturity (years)(2)	3.30	2.96	2.57	2.25	2.01	1.79	4.47	4.20	3.81	3.39	3.04	2.71

(1)The numbers in this table, other than the weighted average life to maturity, were calculated based on the assumption that the servicer will exercise its clean up call option on the first payment date that the option is available.

(2)The weighted average life of a note is calculated by (a) multiplying the amount of each principal payment on a note by the number of years from the date of the issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the initial principal amount of the note.

The ABS Tables were prepared based on the assumptions described above, including the assumptions regarding the characteristics and performance of the receivables that will differ from the actual characteristics and performance of the receivables.  You should be sure you understand these assumptions when reading the ABS Tables.

S-30

Percent of Initial Note Principal Amount at Various ABS Rates(1)

	Class B						Class C
Payment Date	0.00%	0.50%	1.00%	1.40%	1.70%	2.00%	0.00%	0.50%	1.00%	1.40%	1.70%	2.00%
Closing Date	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
December 15, 2012	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
January 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
February 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
March 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
April 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
May 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
June 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
July 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
August 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
September 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
October 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
November 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
December 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
January 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
February 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
March 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
April 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
May 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
June 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
July 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
August 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
September 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
October 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
November 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
December 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
January 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
February 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
March 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
April 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
May 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
June 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
July 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
August 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
September 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
October 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
November 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00	100.00
December 15, 2015	100.00	100.00	100.00	100.00	100.00	76.19	100.00	100.00	100.00	100.00	100.00	100.00
January 15, 2016	100.00	100.00	100.00	100.00	100.00	46.59	100.00	100.00	100.00	100.00	100.00	100.00
February 15, 2016	100.00	100.00	100.00	100.00	100.00	0.00	100.00	100.00	100.00	100.00	100.00	0.00
March 15, 2016	100.00	100.00	100.00	100.00	100.00	0.00	100.00	100.00	100.00	100.00	100.00	0.00
April 15, 2016	100.00	100.00	100.00	100.00	92.98	0.00	100.00	100.00	100.00	100.00	100.00	0.00
May 15, 2016	100.00	100.00	100.00	100.00	67.21	0.00	100.00	100.00	100.00	100.00	100.00	0.00
June 15, 2016	100.00	100.00	100.00	100.00	43.17	0.00	100.00	100.00	100.00	100.00	100.00	0.00
July 15, 2016	100.00	100.00	100.00	100.00	0.00	0.00	100.00	100.00	100.00	100.00	0.00	0.00
August 15, 2016	100.00	100.00	100.00	100.00	0.00	0.00	100.00	100.00	100.00	100.00	0.00	0.00
September 15, 2016	100.00	100.00	100.00	85.14	0.00	0.00	100.00	100.00	100.00	100.00	0.00	0.00
October 15, 2016	100.00	100.00	100.00	62.88	0.00	0.00	100.00	100.00	100.00	100.00	0.00	0.00
November 15, 2016	100.00	100.00	100.00	41.82	0.00	0.00	100.00	100.00	100.00	100.00	0.00	0.00
December 15, 2016	100.00	100.00	100.00	0.00	0.00	0.00	100.00	100.00	100.00	0.00	0.00	0.00
January 15, 2017	100.00	100.00	100.00	0.00	0.00	0.00	100.00	100.00	100.00	0.00	0.00	0.00
February 15, 2017	100.00	100.00	91.66	0.00	0.00	0.00	100.00	100.00	100.00	0.00	0.00	0.00
March 15, 2017	100.00	100.00	67.25	0.00	0.00	0.00	100.00	100.00	100.00	0.00	0.00	0.00
April 15, 2017	100.00	100.00	44.44	0.00	0.00	0.00	100.00	100.00	100.00	0.00	0.00	0.00
May 15, 2017	100.00	100.00	0.00	0.00	0.00	0.00	100.00	100.00	0.00	0.00	0.00	0.00
June 15, 2017	100.00	95.32	0.00	0.00	0.00	0.00	100.00	100.00	0.00	0.00	0.00	0.00
July 15, 2017	100.00	68.38	0.00	0.00	0.00	0.00	100.00	100.00	0.00	0.00	0.00	0.00
August 15, 2017	100.00	41.65	0.00	0.00	0.00	0.00	100.00	100.00	0.00	0.00	0.00	0.00
September 15, 2017	77.51	0.00	0.00	0.00	0.00	0.00	100.00	0.00	0.00	0.00	0.00	0.00
October 15, 2017	58.71	0.00	0.00	0.00	0.00	0.00	100.00	0.00	0.00	0.00	0.00	0.00
November 15, 2017	39.80	0.00	0.00	0.00	0.00	0.00	100.00	0.00	0.00	0.00	0.00	0.00
December 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Weighted Average Life to Call (years)(2)	4.96	4.74	4.40	3.97	3.57	3.17	5.07	4.82	4.48	4.07	3.65	3.23
Weighted Average Life to Maturity (years)(2)	4.98	4.75	4.42	4.00	3.59	3.18	5.34	5.15	4.79	4.38	3.93	3.45

(1)The numbers in this table, other than the weighted average life to maturity, were calculated based on the assumption that the servicer will exercise its clean up call option on the first payment date that the option is available.

(2)The weighted average life of a note is calculated by (a) multiplying the amount of each principal payment on a note by the number of years from the date of the issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the initial principal amount of the note.

The ABS Tables were prepared based on the assumptions described above, including the assumptions regarding the characteristics and performance of the receivables that will differ from the actual characteristics and performance of the receivables.  You should be sure you understand these assumptions when reading the ABS Tables.

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Percent of Initial Note Principal Amount at Various ABS Rates(1)

	Class D
Payment Date	0.00%	0.50%	1.00%	1.40%	1.70%	2.00%
Closing Date	100.00	100.00	100.00	100.00	100.00	100.00
December 15, 2012	100.00	100.00	100.00	100.00	100.00	100.00
January 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00
February 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00
March 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00
April 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00
May 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00
June 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00
July 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00
August 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00
September 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00
October 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00
November 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00
December 15, 2013	100.00	100.00	100.00	100.00	100.00	100.00
January 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00
February 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00
March 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00
April 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00
May 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00
June 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00
July 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00
August 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00
September 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00
October 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00
November 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00
December 15, 2014	100.00	100.00	100.00	100.00	100.00	100.00
January 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00
February 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00
March 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00
April 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00
May 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00
June 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00
July 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00
August 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00
September 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00
October 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00
November 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00
December 15, 2015	100.00	100.00	100.00	100.00	100.00	100.00
January 15, 2016	100.00	100.00	100.00	100.00	100.00	100.00
February 15, 2016	100.00	100.00	100.00	100.00	100.00	0.00
March 15, 2016	100.00	100.00	100.00	100.00	100.00	0.00
April 15, 2016	100.00	100.00	100.00	100.00	100.00	0.00
May 15, 2016	100.00	100.00	100.00	100.00	100.00	0.00
June 15, 2016	100.00	100.00	100.00	100.00	100.00	0.00
July 15, 2016	100.00	100.00	100.00	100.00	0.00	0.00
August 15, 2016	100.00	100.00	100.00	100.00	0.00	0.00
September 15, 2016	100.00	100.00	100.00	100.00	0.00	0.00
October 15, 2016	100.00	100.00	100.00	100.00	0.00	0.00
November 15, 2016	100.00	100.00	100.00	100.00	0.00	0.00
December 15, 2016	100.00	100.00	100.00	0.00	0.00	0.00
January 15, 2017	100.00	100.00	100.00	0.00	0.00	0.00
February 15, 2017	100.00	100.00	100.00	0.00	0.00	0.00
March 15, 2017	100.00	100.00	100.00	0.00	0.00	0.00
April 15, 2017	100.00	100.00	100.00	0.00	0.00	0.00
May 15, 2017	100.00	100.00	0.00	0.00	0.00	0.00
June 15, 2017	100.00	100.00	0.00	0.00	0.00	0.00
July 15, 2017	100.00	100.00	0.00	0.00	0.00	0.00
August 15, 2017	100.00	100.00	0.00	0.00	0.00	0.00
September 15, 2017	100.00	0.00	0.00	0.00	0.00	0.00
October 15, 2017	100.00	0.00	0.00	0.00	0.00	0.00
November 15, 2017	100.00	0.00	0.00	0.00	0.00	0.00
December 15, 2017	0.00	0.00	0.00	0.00	0.00	0.00
Weighted Average Life to Call (years)(2)	5.07	4.82	4.48	4.07	3.65	3.23
Weighted Average Life to Maturity (years)(2)	5.66	5.58	5.38	4.92	4.34	3.74

(1)The numbers in this table, other than the weighted average life to maturity, were calculated based on the assumption that the servicer will exercise its clean up call option on the first payment date that the option is available.

(2)The weighted average life of a note is calculated by (a) multiplying the amount of each principal payment on a note by the number of years from the date of the issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the initial principal amount of the note.

The ABS Tables were prepared based on the assumptions described above, including the assumptions regarding the characteristics and performance of the receivables that will differ from the actual characteristics and performance of the receivables.  You should be sure you understand these assumptions when reading the ABS Tables.

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DESCRIPTION OF THE NOTES

The trust will issue the notes under an indenture between the trust and the indenture trustee.  The following summary is not a complete description of all the provisions of the notes or the indenture.  For more information about the notes and the indenture, you should read “Description of the Notes” in the prospectus and the form of indenture that is included as an exhibit to the registration statement filed with the SEC that includes the prospectus.

Available Funds

Payments on the notes will be made from “Available Funds,” which for any payment date generally will be equal to collections on the receivables for the preceding month, amounts paid to the trust by the depositor or Ford Credit to repurchase ineligible receivables or by the servicer to purchase servicer impaired receivables or receivables modified by the servicer for the preceding month and amounts withdrawn from the reserve account.  For each month, “collections” generally will consist of (a) all principal and interest collected on the receivables and applied by the servicer during the period, (b) all amounts received under physical damage, credit life and disability insurance on the financed vehicles or obligors, (c) rebates of cancelled service contracts, insurance and similar products, (d) proceeds from the liquidation of financed vehicles, or “liquidation proceeds,” including net auction proceeds from the sale of repossessed vehicles and other amounts received on defaulted accounts and (e) net recoveries on charged off accounts.

The following diagram shows the sources of Available Funds for each payment date.  Available Funds, including amounts withdrawn from the reserve account to cover shortfalls, are the only funds that will be used to make payments to the noteholders on each payment date.

Payments of Interest

Interest will accrue on the notes at the per annum interest rate for each class specified on the cover of this prospectus supplement and will be due and payable to the noteholders on each payment date.  Interest on the Class A-1 notes will accrue on an “actual/360” basis from the preceding payment date to the following payment date (or from the closing date to December 17, 2012, for the first period).  Interest on all other classes of notes will accrue on a “30/360” basis from the 15th day of the preceding month to the 15th day of the current month (or from the closing date to December 15, 2012, for the first period).

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All interest that is due but not paid on any payment date will be due on the next payment date, together with interest on such unpaid amount at the applicable interest rate.  Failure to pay interest that is due on the Controlling Class that continues for five days will be an Event of Default.  Failure to pay interest that is due on any class of notes that is not part of the Controlling Class will not be an Event of Default.

The trust will make interest payments on the notes on each payment date from Available Funds.  Interest payments will not be made on any subordinated class of notes until all interest payments due on all more senior classes of notes are paid in full.

If the amount of Available Funds, including the amount withdrawn from the reserve account, is insufficient to pay all interest due on any class of notes on any payment date, each holder of that class of notes will receive its pro rata share of the amount that is available.  Any priority principal payments on all more senior classes of notes will be made before the payment of interest due on the Class B, Class C or Class D notes.

For a more detailed description of the priority of payments made from Available Funds on each payment date, including priority payments of principal on senior classes of notes, you should read “— Priority of Payments” in this prospectus supplement.

If the notes are accelerated after an Event of Default, interest due on the Class B notes will not be paid until interest and principal on the Class A notes are paid in full.  Thereafter, interest due on any subordinated classes of notes will not be paid until both interest and principal on all more senior classes of notes are paid in full.

For a more detailed description of the payment priorities following an acceleration of the notes, you should read “— Post-Acceleration Priority of Payments” in this prospectus supplement.

Payments of Principal

The trust will make principal payments on the notes on each payment date in the amounts described below.  Principal payments will be made sequentially to each class of notes in order of seniority, starting with the Class A-1 notes.  The trust will not make principal payments on any class of notes until the principal amounts of all more senior classes are paid in full.  The principal amount of each class of notes is expected to be repaid by that class’s final scheduled payment date.  On the final scheduled payment date for each class of notes, no interest will be paid on any subordinated class of notes until both interest and principal on the maturing class of notes are paid in full.  If the principal amount of any class of notes is not repaid in full by its final scheduled payment date, an Event of Default will occur and the principal amount of all classes of notes may be declared immediately due and payable.

The Class A-1 notes benefit from a “turbo” feature that will apply all Available Funds remaining after payment of the senior fees and expenses of the indenture trustee, the owner trustee and the trust, the servicing fee, the interest on the notes and any required deposits in the reserve account, including the portion of such remaining Available Funds that constitutes excess spread, to pay principal of the Class A-1 notes until paid in full.  After the Class A-1 notes have been paid in full, Available Funds remaining after payment of such amounts are applied to pay principal of the other classes of notes until the Targeted Overcollateralization Amount is reached before any funds will be distributed to the holder of the residual interest.

After the Targeted Overcollateralization Amount is reached, principal generally will be paid on the notes on each payment date in an amount equal to the excess of (a) the principal amount of the notes as of the end of the preceding payment date over (b) the excess of the pool balance as of the last day of the preceding month over the Targeted Overcollateralization Amount for the current payment date.  In other words, principal will be paid on the notes on each payment date in an amount equal to the decrease in the pool balance for the preceding month less the decrease in the Targeted Overcollateralization Amount for the current payment date, unless the actual amount of overcollateralization is greater than the Targeted Overcollateralization Amount.  All Available Funds, including collections of interest on the receivables, will be used to make these principal payments.

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Unless a priority principal payment is required, principal will be paid to noteholders on each payment date only after all interest due on the notes is paid in full and any required deposit to the reserve fund is made.  Priority principal payments are required when the Adjusted Pool Balance is less than the principal amount of one or more classes of notes.  Priority principal payments are also required when any class of notes is not paid in full before its final scheduled payment date.  These priority principal payments will be made on all more senior classes of notes before payments of interest on subordinated classes of notes.  The “priority principal payments” for a payment date are:

·a “First Priority Principal Payment” payable to the Class A noteholders, equal to the excess of the principal amount of the Class A notes on the preceding payment date (after giving effect to payments on such date) over the Adjusted Pool Balance, except that on and after the final scheduled payment date for each class of Class A notes, this amount will equal the principal amount of that class of Class A notes until paid in full,

·a “Second Priority Principal Payment” payable to the Class A and Class B noteholders, equal to (1) the excess of the principal amount of the Class A and Class B notes on the preceding payment date (after giving effect to payments on such date) over the Adjusted Pool Balance, minus (2) the amount of any First Priority Principal Payment, except that on and after the final scheduled payment date for the Class B notes, this amount will equal the principal amount of the Class B notes until paid in full, and

·a “Third Priority Principal Payment” payable to the Class A, Class B and Class C noteholders, equal to (1) the excess of the principal amount of the Class A, Class B and Class C notes on the preceding payment date (after giving effect to payments on such date) over the Adjusted Pool Balance, minus (2) the amount of any First Priority Principal Payment and Second Priority Principal Payment, except that on and after the final scheduled payment date for the Class C notes, this amount will equal the principal amount of the Class C notes until paid in full.

The Regular Principal Payment will be paid to the notes after all interest due on the notes is paid in full.  The Regular Principal Payment includes the “turbo” feature described above that pays the Class A-1 notes in full and then pays principal on the other classes of notes to the extent required to reach the Targeted Overcollateralization Amount before any funds are distributed to the holder of the residual interest.  The “Regular Principal Payment” for a payment date is equal to:

·the greater of (a) the principal amount of the Class A-1 notes on the preceding payment date (after giving effect to payments on such date) and (b) the excess of the principal amount of the notes over an amount equal to the pool balance minus the Targeted Overcollateralization Amount, minus

·the sum of any First Priority Principal Payment, Second Priority Principal Payment and Third Priority Principal Payment made on that payment date,

except that on and after the final scheduled payment date for the Class D notes, the Regular Principal Payment will equal the principal amount of the Class D notes until paid in full.

Until the Targeted Overcollateralization Amount is reached, the amount of the Regular Principal Payment will be limited by the remaining Available Funds after all more senior payments are made.

Priority of Payments

On each payment date, the servicer will instruct the indenture trustee to use Available Funds for the preceding month to make payments and deposits in the order of priority listed below and, unless otherwise indicated below, pro rata based on the respective amounts due.  This priority will apply unless the notes are accelerated after an Event of Default:

(1)to the indenture trustee and the owner trustee all amounts due, including indemnities, and to or at the direction of the trust, any expenses of the trust incurred in accordance with the transaction documents, in each case, to the extent not paid by the depositor or administrator, up to a maximum of $150,000 per year,

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(2)to the servicer, all servicing fees due,

(3)to the Class A noteholders, interest due on the Class A notes, pro rata, based on the principal amount of the Class A notes as of the end of the preceding payment date,

(4)to the Class A noteholders, sequentially by class, in each case until paid in full, principal in an amount equal to the First Priority Principal Payment, if any,

(5)to the Class B noteholders, interest due on the Class B notes,

(6)to the Class A and Class B noteholders, sequentially by class, principal in an amount equal to the Second Priority Principal Payment, if any,

(7)to the Class C noteholders, interest due on the Class C notes,

(8)to the Class A, Class B and Class C noteholders, sequentially by class, principal in an amount equal to the Third Priority Principal Payment, if any,

(9)to the Class D noteholders, interest due on the Class D notes,

(10)to the reserve account, the amount, if any, required to replenish the reserve account to its original balance, unless such payment date is on or after the final scheduled payment date for the Class D notes,

(11)to the noteholders, sequentially by class, in each case until paid in full, principal in an amount equal to the Regular Principal Payment,

(12)to the indenture trustee and the owner trustee and to or at the direction of the trust, all amounts due but not paid under item (1), and

(13)to the holder of the residual interest in the trust, all remaining Available Funds.

If Available Funds on any payment date are insufficient to cover all amounts payable under items (1) through (9) (including to pay the Class A, Class B and Class C notes in full on their final scheduled payment dates), the servicer will direct the indenture trustee to withdraw the amount of the shortfall from the reserve account to the extent available and use it to pay items (1) through (9) (including to pay the Class A, Class B and Class C notes in full on their final scheduled payment dates).  Amounts on deposit in the reserve account will also be available to pay the Class D notes in full on their scheduled final payment date under item (11).

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The following diagram shows how payments from Available Funds are made on each payment date.  The priority of payments shown in the diagram will not apply if the notes are accelerated after an Event of Default.

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Events of Default and Acceleration

Each of the following will be an “Event of Default” under the indenture:

·failure to pay interest due on the notes of the Controlling Class within five days after any payment date,

·failure to pay the principal amount of any class of notes in full by its final scheduled payment date,

·breach by the trust of its covenants or representations, not cured within 60 days after being notified of the breach, and

·a bankruptcy or dissolution of the trust.

Upon a bankruptcy or dissolution of the trust, the notes will be accelerated automatically.  Upon any other Event of Default, the indenture trustee or the holders of a majority of the note balance of the Controlling Class may accelerate the notes and declare the notes to be immediately due and payable.

If the notes are accelerated after an Event of Default, the priority of payments will change and the trust will not pay interest on notes that are not part of the Controlling Class until both interest and principal on the Controlling Class are paid in full.

For a more detailed description of Events of Default and the rights of noteholders following an Event of Default, you should read “Description of the Notes — Events of Default and Remedies” in the prospectus.

Post-Acceleration Priority of Payments

If the notes are accelerated after an Event of Default, on each payment date, the servicer will instruct the indenture trustee to use all amounts on deposit in the collection account for the preceding month and all amounts on deposit in the reserve account to make payments in the order of priority listed below and, unless otherwise indicated below, pro rata based on the respective amounts due:

(1)to the indenture trustee and the owner trustee, all amounts due, including indemnities, and to or at the direction of the trust, any expenses incurred in accordance with the transaction documents,

(2)to the servicer, all unpaid servicing fees,

(3)to the Class A noteholders, interest due on the Class A notes, pro rata based on the principal amount of the Class A notes as of the end of the preceding payment date,

(4)to the Class A noteholders, sequentially by class, principal of the Class A notes until paid in full,

(5)to the Class B noteholders, interest due on the Class B notes,

(6)to the Class B noteholders, principal of the Class B notes until paid in full,

(7)to the Class C noteholders, interest due on the Class C notes,

(8)to the Class C noteholders, principal of the Class C notes until paid in full,

(9)to the Class D noteholders, interest due on the Class D notes,

(10)to the Class D noteholders, principal of the Class D notes until paid in full, and

(11)to the holder of the residual interest in the trust, any remaining amounts.

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For a more detailed description of Events of Default and your rights following Events of Default, you should read “Description of the Notes — Events of Default and Remedies” in the prospectus.

Residual Interest; Issuance of Additional Securities

The depositor will hold the residual interest in the trust initially and will be entitled to any amounts not needed on any payment date to make required payments on the notes, pay the fees and expenses of the trust or make deposits to the reserve account.

The depositor may exchange all or a portion of its residual interest for additional notes or certificates issued by the trust if certain conditions are satisfied.  The depositor may register those additional securities and sell them publicly or may sell them in a private placement.  Because any additional securities will be subordinated to the notes and paid only from amounts otherwise payable to the depositor, no approval of the noteholders will be required and no notice of the issuance will be provided to the noteholders.

For more information about the issuance of additional securities and the conditions to an additional issuance, you should read “Description of the Notes — Residual Interest; Issuance of Additional Securities” in the prospectus.

Optional Redemption or “Clean Up Call” Option

The servicer will have a “clean up call” option to purchase the receivables from the trust on any payment date that the pool balance as of the end of the preceding month is 5% or less of the initial pool balance.  The servicer will notify the indenture trustee, the owner trustee and the rating agencies at least ten days before the payment date on which the option is exercised.  The servicer will exercise the option by depositing the purchase price for the receivables in the collection account on the business day preceding the payment date on which the option is exercised, and the trust will transfer the receivables to the servicer.  The indenture trustee will notify the noteholders of the redemption and provide instructions for surrender of the notes for final payment of interest and principal on the notes.  The servicer may exercise its clean up call option only if the purchase price for the receivables plus the collections in the collection account in the final month will be sufficient to pay in full the notes and all fees and expenses of the trust.  The purchase price paid by the servicer for the receivables will be the remaining principal balance of the receivables.  It is expected that the clean up call option will become available to the servicer when the Class B, Class C and Class D notes are still outstanding.

CREDIT ENHANCEMENT

This securitization transaction is structured to provide credit enhancement that increases the likelihood that the trust will make timely payments of interest and principal on the notes and decreases the likelihood that losses on the receivables will impair the trust’s ability to do so.  The amount of credit enhancement will be limited and there can be no assurance it will be sufficient in all circumstances.  The noteholders will have no recourse to the sponsor, the depositor, the servicer, the indenture trustee or the owner trustee as a source of payment.

Reserve Account

The depositor will establish the reserve account with the indenture trustee for the benefit of the noteholders.  On the closing date, the depositor will make a deposit in the reserve account from the net proceeds from the sale of the notes equal to $5,480,241.20, which is 0.50% of the initial pool balance.

If, on any payment date, collections on the receivables and amounts, if any, paid by the sponsor, the depositor or the servicer to purchase any receivables are insufficient to pay specified fees and expenses of the indenture trustee and owner trustee, the servicing fee, interest payments and any priority principal payments on the notes, the servicer will direct the indenture trustee to withdraw amounts in the reserve account to cover the shortfalls.  In addition, if any class of notes would not otherwise be paid in full on its final scheduled payment date, the servicer will direct the indenture trustee to withdraw from the reserve

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account the amount required to pay such notes in full, to the extent available.  It is not expected that any withdrawals from the reserve account will be required.

If a withdrawal from the reserve account is made on any payment date, other than the final scheduled payment date for the Class D notes, the trust will deposit Available Funds into the reserve account on future payment dates after making all more senior payments until the reserve account is replenished to its initial level.

Upon payment of the notes in full, the trust will withdraw any amounts remaining in the reserve account and distribute them to the holder of the residual interest.  Investment earnings on amounts in the reserve account will be paid to the servicer on each payment date, as described under “Servicing the Receivables and the Securitization Transaction — Servicing Fees” in the prospectus and will not be available to the trust.

For more information about how amounts in the reserve account may be invested, you should read “Servicing the Receivables and the Securitization Transaction — Trust Bank Accounts” in the prospectus.

Subordination

This securitization transaction is structured so that the trust will pay interest on all classes of the Class A notes and then will pay interest sequentially on the remaining classes of notes in order of seniority.

The trust will pay principal sequentially, beginning with the Class A-1 notes, and will not pay principal on any class of notes until the principal amounts of all more senior classes of notes are paid in full.  In addition, if a priority principal payment is required on any payment date, the trust will pay principal on the most senior class of notes outstanding prior to the payment of interest on the affected subordinated notes on that payment date.

If the notes are accelerated after an Event of Default, the priority of payments will change and the trust will pay interest and principal sequentially by class, beginning with the Class A notes (paying interest on the Class A notes, pro rata, and principal on the Class A notes sequentially, beginning with the Class A-1 notes), and will not pay interest or principal on the Class B, Class C and Class D notes until all more senior classes of notes are paid in full.  These subordination features provide credit enhancement to more senior classes of notes, with the Class A notes benefiting the most.

Overcollateralization

Overcollateralization is the amount by which the pool balance exceeds the principal amount of the notes.  The initial amount of overcollateralization will be $22,998,240.42, or 2.10% of the initial pool balance.  Overcollateralization may also be expressed as a percentage of the Adjusted Pool Balance, in order to identify the overcollateralization exclusive of the Yield Supplement Overcollateralization Amount.  The Adjusted Pool Balance as of the closing date will be approximately equal to the aggregate initial principal amount of the Class A, Class B and Class C notes.  On an Adjusted Pool Balance basis, the initial amount of overcollateralization for the notes is actually negative, resulting in undercollateralization of approximately 2.00% of the Adjusted Pool Balance, which is approximately the principal amount of the Class D notes.  Overcollateralization expressed as a percentage of initial pool balance will vary among the depositor’s securitization transactions as a result of changes in interest rates on the notes, the APRs of the underlying receivables and the specified rate used to determine the yield supplement overcollateralization amount.  Overcollateralization expressed as a percentage of initial Adjusted Pool Balance, however, is expected to stay the same.

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The following table shows the notes as a percentage of the initial pool balance and as a percentage of the initial Adjusted Pool Balance.  The percentages may not sum due to rounding.

	Percentage of Initial Pool Balance	Percentage of Adjusted Pool Balance
Class A notes	91.18%	95.00%
Class B notes	2.88	3.00
Class C notes	1.92	2.00
Class D notes	1.92	2.00
Total	97.90%	102.00%

This securitization transaction is structured to use all Available Funds remaining after payments in respect of the senior fees and expenses of the trust, the interest on the notes, any Priority Principal Payments and any required deposits in the reserve account, including the portion of such remaining Available Funds that constitutes excess spread, to make principal payments on the notes until the Targeted Overcollateralization Amount is reached.

The “Targeted Overcollateralization Amount” for each payment date will be equal to the sum of:

·the Yield Supplement Overcollateralization Amount, plus

·the excess, if any, of (a) 1.50% of the current pool balance over (b) 0.50% of the initial pool balance (the amount required to be deposited in the reserve account).

Thus, the Targeted Overcollateralization Amount will generally adjust each month based on (a) decreases in the pool balance due to actual payments (including prepayments) of principal made on the receivables and losses on charged off receivables, and (b) the scheduled decrease in the Yield Supplement Overcollateralization Amount for that month.

To increase the amount of overcollateralization on any payment date and reach the Targeted Overcollateralization Amount, the trust must make principal payments on the notes in an amount greater than the decline in the pool balance for the preceding month.  The use of excess spread to make Regular Principal Payments and priority principal payments is expected to increase overcollateralization as a percentage of each class’s principal amount.  The class of notes receiving principal payments will experience the greatest increase in overcollateralization.  When the actual amount of overcollateralization is less than the Targeted Overcollateralization Amount, principal payments will be made to the noteholders from Available Funds until the Targeted Overcollateralization Amount is reached.

When the pool balance has decreased to the point where 1.50% of the current pool balance is equal to or less than 0.50% of the initial pool balance, the Targeted Overcollateralization Amount will be equal to the Yield Supplement Overcollateralization Amount for that payment date.  Therefore, after that point, the principal payable on the notes on each payment date will be equal to the decrease in the pool balance for the preceding month less the scheduled decrease in the Yield Supplement Overcollateralization Amount for the current payment date, unless the actual amount of overcollateralization is greater than the Targeted Overcollateralization Amount.

Because the pool of receivables includes a substantial number of low APR receivables, the pool could generate less collections of interest than the sum of the senior fees and expenses of the trust, the interest payments on the notes and any required deposits in the reserve account if the low APR receivables are not adequately offset by high APR receivables in the pool.  The Yield Supplement Overcollateralization Amount for each payment date approximates the present value of the amount by which future payments on receivables with APRs below a specified rate are less than future payments would be on such receivables if their APRs were equal to the specified rate.  The specified rate is set by the depositor at a level that will result in an amount of excess spread sufficient to obtain the required ratings on the notes, and will at least equal the highest interest rate on the notes plus the servicing fee.  The inclusion of the Yield Supplement Overcollateralization Amount in the Targeted Overcollateralization Amount and thus in the Regular Principal Payment has the effect of supplementing interest collections for low APR receivables with principal collections.

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The “Yield Supplement Overcollateralization Amount” for the closing date and any payment date is equal to the sum of the excess, if any, for each receivable of (a) the present value of all future payments due on the receivable discounted at the APR of the receivable over (b) the present value of all future payments due on the receivable discounted at a specified rate of 5.50%.  For purposes of this calculation, future payments on each receivable are assumed to be equal monthly payments made over the remaining scheduled term regardless of any prepayments prior to the cutoff date and without any delays, defaults or prepayments.  The Yield Supplement Overcollateralization Amount is calculated as of the cutoff date for all future payment dates and will not be recalculated to give effect to delays, defaults or prepayments.  Thus, if a low APR receivable prepays, the related portion of the Yield Supplement Overcollateralization Amount will continue to provide credit enhancement for the notes and yield enhancement for other low APR receivables as a component of the Targeted Overcollateralization Amount.

The Yield Supplement Overcollateralization Amount for the closing date and each payment date will be:

Closing Date	$44,038,184.07	November 2015	$6,774,715.23
December 2012	42,505,194.30	December 2015	6,239,717.78
January 2013	41,003,184.93	January 2016	5,729,937.99
February 2013	39,532,332.75	February 2016	5,245,346.20
March 2013	38,092,446.75	March 2016	4,785,903.32
April 2013	36,683,286.48	April 2016	4,351,326.67
May 2013	35,304,265.45	May 2016	3,941,331.30
June 2013	33,954,544.27	June 2016	3,555,379.19
July 2013	32,633,327.82	July 2016	3,193,012.30
August 2013	31,340,441.77	August 2016	2,853,842.14
September 2013	30,075,701.24	September 2016	2,537,626.46
October 2013	28,838,921.95	October 2016	2,244,070.14
November 2013	27,629,987.46	November 2016	1,972,644.80
December 2013	26,448,613.22	December 2016	1,722,972.66
January 2014	25,294,711.05	January 2017	1,494,563.66
February 2014	24,168,214.10	February 2017	1,287,157.56
March 2014	23,069,115.47	March 2017	1,100,409.67
April 2014	21,997,343.42	April 2017	933,897.40
May 2014	20,952,823.46	May 2017	787,018.39
June 2014	19,935,443.13	June 2017	658,940.23
July 2014	18,945,090.13	July 2017	548,508.21
August 2014	17,981,806.31	August 2017	454,488.16
September 2014	17,045,687.94	September 2017	375,494.75
October 2014	16,136,817.47	October 2017	309,513.44
November 2014	15,255,165.92	November 2017	253,662.50
December 2014	14,400,534.29	December 2017	205,547.24
January 2015	13,572,953.96	January 2018	162,960.72
February 2015	12,772,324.81	February 2018	125,832.54
March 2015	11,998,651.36	March 2018	94,067.24
April 2015	11,251,962.73	April 2018	67,533.65
May 2015	10,532,287.66	May 2018	46,004.33
June 2015	9,839,601.37	June 2018	29,225.48
July 2015	9,173,751.69	July 2018	16,817.71
August 2015	8,534,536.31	August 2018	8,339.76
September 2015	7,921,773.21	September 2018	3,227.58
October 2015	7,335,279.14	October 2018	787.59

Excess Spread

For any payment date, excess spread is equal to the excess of (a) the sum of (i) the interest collections for the prior month and (ii) the principal collections equal to the decline in the Yield Supplement Overcollateralization Amount from the preceding payment date (or closing date, as applicable), over (b) the sum of the senior fees and expenses of the trust, the interest on the notes and

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any required deposits in the reserve account.  Any excess spread will be applied on each payment date, as a component of Available Funds, to make principal payments on the Class A-1 notes until paid in full and then to make principal payments on the most senior class of notes to the extent necessary to reach the targeted overcollateralization amount.

In general, having excess spread available to pay principal on the notes provides a source of funds to absorb losses on the receivables.  To the extent the amount of excess spread used to pay principal exceeds the amount of any losses, it causes the principal of the notes to be paid more rapidly than the principal of the receivables, which increases the overcollateralization as described under “Description of the Notes — Payments of Principal” in this prospectus supplement.

TRANSACTION FEES AND EXPENSES

The following table shows the amount or formula for the fees payable to the indenture trustee, the owner trustee and the servicer.  On each payment date the servicer will instruct the indenture trustee to make the payments below to the indenture trustee and the owner trustee to the extent these fees have not been paid by the depositor or the administrator and to the servicer, from Available Funds in the order of priority described under “Description of the Notes — Priority of Payments” in this prospectus supplement.  These fees will not change during the term of this securitization transaction.  The fees to the indenture trustee and owner trustee may be paid monthly, annually or on another schedule as agreed by the administrator and the indenture trustee or owner trustee.

Fee	Monthly Amount
Indenture trustee fee	1/12 of $7,500
Owner trustee fee	1/12 of $3,500
Servicing fee	1/12 of 1.00% of the pool balance

The indenture trustee fee is paid to the indenture trustee for performance of the indenture trustee’s duties under the indenture.  The owner trustee fee is paid to the owner trustee for performance of the owner trustee’s duties under the trust agreement.  The trust will pay and reimburse the indenture trustee and the owner trustee for its fees and reasonable out of pocket expenses incurred under the indenture and the trust agreement, respectively, each to the extent not paid by the depositor or the administrator.  The trust also will pay any indemnities owed to the indenture trustee or owner trustee to the extent not paid by the depositor or the administrator.  For information about indemnities applicable to the indenture trustee and the owner trustee you should read “Indenture Trustee” and “Owner Trustee” in the prospectus.  The servicing fee is paid to the servicer for the servicing of the receivables under the sale and servicing agreement.  The servicer will be responsible for its own expenses under the servicing agreement except that the servicer may net from collections the costs and expenses of the repossession and disposition of financed vehicles and external costs of collection on charged off accounts.

MONTHLY INVESTOR REPORTS

On or about the 10th day of each month, the servicer will prepare and deliver an investor report to the owner trustee, the indenture trustee, the depositor and, if requested, the rating agencies.  Each investor report will contain information about payments to be made on the notes on the payment date, the performance of the receivables during the preceding month and the status of any credit enhancement.  An officer of the servicer will certify the accuracy of the information in each investor report.  The servicer will file the investor reports with the SEC on Form 10-D within 15 days after each payment date.  The servicer will post each investor report on its website located at www.fordcredit.com/institutionalinvestments/index.jhtml.  The investor report will contain the following information for each payment date:

·collections on the receivables for the preceding month allocated by interest and principal,

·fees and expenses payable to the indenture trustee, the owner trustee and the trust,

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·servicing fee payable to the servicer,

·amount of interest and principal payable and paid on each class of notes, in each case expressed as an aggregate amount and per $1,000 of principal amount,

·the Regular Principal Payment and any priority principal payments,

·the principal amount of each class of notes at the beginning of the period and the end of the period and the note factors needed to compute the principal amount of each class of notes, in each case giving effect to all payments to be made on the payment date,

·the balance of the reserve account and the amount of any withdrawals from or deposits to the reserve account to be made on the payment date,

·information on the performance of the receivables for the preceding month, including the pool balance, collections and the aggregate amount paid by Ford Credit or the depositor to repurchase ineligible receivables, servicer impaired receivables or receivables modified by the servicer, any repurchase demand activity, the number of receivables remaining in the pool and the pool factor,

·delinquency, repossession and credit loss information on the receivables for the preceding month,

·the Targeted Overcollateralization Amount and the Yield Supplement Overcollateralization Amount, and

·the amount of Available Funds released to the holder of the residual interest.

If any required payments are past due and unpaid, the investor report will indicate any changes to the amount unpaid.  The servicer will use the investor report to instruct the indenture trustee on payments to be made to the noteholders on each payment date.  The indenture trustee will have no obligation to verify calculations made by the servicer.

ANNUAL COMPLIANCE REPORTS

The servicer will prepare a number of annual reports, statements or certificates for the trust.  No later than 90 days after the end of the calendar year, the servicer will provide to the depositor, the owner trustee, the indenture trustee and the rating agencies the following:

·Compliance Certificate:  a certificate stating that the servicer has fulfilled all of its obligations under the sale and servicing agreement in all material respects throughout the preceding calendar year or, if there has been a failure to fulfill any such obligation in any material respect, specifying the nature and status of each failure,

·Assessment of Compliance:  a report on an assessment of compliance with the minimum servicing criteria regarding general servicing, cash collection and administration, investor remittances and reporting and pool asset administration during the preceding calendar year, including disclosure of any material instance of noncompliance identified by the servicer, and

·Attestation Report:  a report by a registered public accounting firm that attests to, and reports on, the assessment made by the servicer of compliance with the minimum servicing criteria, which must be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.

The servicer will file the compliance certificate, the assessment report and the attestation report with the SEC as exhibits to the trust’s annual report on Form 10-K within 90 days after the end of the calendar year.  A copy of any of these items may be obtained by any noteholder by request to the indenture trustee.

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DEPOSITOR REVIEW OF RECEIVABLES

The depositor performed a review of the receivables designed and effected to provide reasonable assurance that the disclosure about the receivables in this prospectus supplement and the prospectus is accurate in all material respects.  This review consisted of a statistical data review, a contract review, reviews of data and information by securitization funding personnel and reviews of factual information by senior management and legal office personnel of Ford Credit, and is supported by Ford Credit’s business and systems control processes.  The depositor consulted with, and was assisted by, responsible personnel of Ford Credit in performing the review.  The depositor also engaged a third party to assist it in its statistical data review and the contract review using procedures designed and established by the depositor and determined by the depositor to be sufficient for purposes of its review of the receivables.  The depositor takes full responsibility for the review of the receivables, the work performed by Ford Credit and third parties and the findings and conclusions of that review.

A quality assurance review of the receivables selected for this securitization transaction was performed in which Ford Credit securitization funding personnel applied systemic and manual filters to confirm that the receivables meet the selection criteria described in “Receivables — Criteria for Selecting the Receivables” in this prospectus supplement as of the cut-off date.  As part of the pool selection process, the data and information about the receivables that was transferred from Ford Credit’s receivables system and other system sources to Ford Credit’s securitization system was systematically verified back to the source systems and the depositor found no discrepancies.

The pool composition and stratification tables in “Summary — Receivables” and “Composition of the Receivables” in this prospectus supplement were systematically created by Ford Credit’s securitization system or calculated from data in Ford Credit’s securitization system or other source data by Ford Credit’s securitization funding personnel.  The data and information in these tables were reviewed and verified by Ford Credit’s securitization funding personnel as consistent with the data and information from Ford Credit’s securitization system and other source data.  In addition, the data and information in these tables were recalculated and confirmed to be consistent with the data and information from the securitization system and other source data.  The depositor found no discrepancies in the pool composition and stratification tables.

The depositor reviewed a sample of 75 contract files randomly selected from the retail installment sale contracts in the receivables pool and compared certain contract information in the sample contracts relevant to the data and information about the receivables in this prospectus supplement to the same information in Ford Credit’s receivables system.  The depositor found one error out of 1,125 data points reviewed or compared in the sample contracts.  The depositor considers the error to be immaterial and that it does not indicate any systemic errors in the receivables data or other errors that could have a material adverse effect on the data and information about the receivables in this prospectus supplement.

The depositor confirmed with senior management and legal office personnel of Ford Credit that they performed a comprehensive management and legal review of the information about the receivables contained in this prospectus supplement and the prospectus.  The descriptions of the general information about the receivables and how they were originated were reviewed and confirmed as accurate by relevant senior managers and legal office personnel at Ford Credit.  Ford Credit legal office personnel also reviewed and confirmed that the descriptions of the material terms of the receivables accurately reflect the terms of the forms of retail installment sale contracts purchased by Ford Credit, that the descriptions of the legal and regulatory considerations that may materially affect the performance of the receivables accurately reflect current federal and state law and regulations and case law precedents and that the summary of the representations and warranties and the remedies available for breach of these representations and warranties accurately reflect the terms of the securitization transaction documents.

The depositor’s review of the receivables is supported by Ford Credit’s extensive control processes used in the day-to-day operation of its business.  These controls include financial reporting controls required by the Sarbanes-Oxley Act, regular internal audits of key business functions, including receivables contract purchasing, servicing and systems processing, controls to verify compliance with procedures and quality assurance reviews for credit decisions, contract purchases and securitization processes.  In addition, Ford Credit has an integrated network of computer applications to make certain that information about the receivables is accurately entered, captured and maintained in its receivables

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and other systems.  These computer systems are subject to change control processes, automated controls testing and control review programs to determine whether systems controls are operating effectively and accurately.  All of these controls and procedures ensure integrity of data and information and accuracy of securitization disclosures.

After completion of the review described above, the depositor has concluded that it has reasonable assurance that the disclosure about the receivables in this prospectus supplement and the prospectus is accurate in all material respects.

AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Ford Credit is the sponsor of this securitization transaction, the original purchaser of the receivables originated by motor vehicle dealers that are being securitized and the servicer of the receivables.  As the sponsor, Ford Credit has caused the depositor to be formed for purposes of participating in securitization transactions.  Ford Credit is the sole member of the depositor.  Ford Credit has caused the depositor to form the trust that is the issuing entity for this securitization transaction and will be the administrator of the trust.  The depositor initially will be the sole beneficiary of the trust and the holder of the residual interest in the trust.

In the ordinary course of business from time to time, Ford Credit and its affiliates have business relationships and agreements with affiliates of the owner trustee and the indenture trustee, including commercial banking and corporate trust services, committed credit facilities, underwriting agreements, hedging agreements, and investment and financial advisory services, all on arm’s length terms and conditions.

TAX CONSIDERATIONS

Prospective investors should consider the following discussion of certain anticipated material U.S. federal income tax consequences to investors of the purchase, ownership and disposition of the notes only in connection with the discussion under “Tax Considerations” in the prospectus.  This discussion is based upon current provisions of the Internal Revenue Code, existing and proposed Treasury regulations, current administrative rulings, judicial decisions and other applicable authorities, all of which are subject to change, perhaps with retroactive effect.  This discussion does not deal with all aspects of U.S. federal income taxation that may be relevant to the holders of notes in light of their personal investment circumstances nor to noteholders subject to special treatment under the federal income tax laws, such as insurance companies, tax-exempt organizations, financial institutions or broker dealers, taxpayers subject to the alternative minimum tax, holders that will hold the notes as part of a hedge, straddle, appreciated financial position or conversion transaction and holders that will hold the notes as other than capital assets.  Prospective investors are encouraged to consult with their tax advisors as to the U.S. federal, state and local, foreign and any other tax consequences to them of the purchase, ownership and disposition of notes.

In the opinion of Katten Muchin Rosenman LLP, tax counsel to the depositor:

·the notes will be treated as debt for U.S. federal income tax purposes, and

·assuming compliance with the terms of the applicable trust agreement and related documents, the trust will not be an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

Each noteholder, by its acceptance of a note, agrees to treat the notes as debt for U.S. federal, state and local income and franchise tax purposes.

The trust does not anticipate issuing the notes with any original issue discount, as described under “Tax Considerations — Tax Characterization and Treatment of the Notes — Original Issue Discount” in the prospectus.

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If a noteholder sells or otherwise disposes of a note, the holder will recognize gain or loss equal to the difference between the amount realized on the sale or disposition and the holder’s adjusted tax basis in the note, as described under “Tax Considerations — Tax Characterization and Treatment of the Notes — Disposition of Notes” in the prospectus.

ERISA CONSIDERATIONS

Employee benefit plans and other retirement plans and arrangements, or “plans,” that are subject to Title I of ERISA and/or Section 4975 of the Internal Revenue Code generally may purchase the notes.  Although no assurance can be given, the notes are expected to be treated as “debt” and not as “equity interests” for purposes of the plan assets regulation issued by the U.S. Department of Labor because the notes:

·are expected to be treated as debt for U.S. federal income tax purposes, and

·should not be deemed to have any “substantial equity features.”

Any plan subject to Title I of ERISA and/or Section 4975 of the Internal Revenue Code that purchases, holds or disposes of the notes will be deemed to have represented that its purchase, holding and disposition of the notes does not constitute and will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules.  Any plan subject to laws or regulations substantially similar to Title I of ERISA or Section 4975 of the Internal Revenue Code that purchases, holds or disposes of the notes will be deemed to represent that its purchase, holding and disposition of the notes does not constitute and will not result in a violation of such similar laws or regulations.  References to the purchase, holding and disposition of the notes in this section also refer to the purchase, holding and disposition of a beneficial interest in the notes.

For more information about the treatment of the notes under ERISA, see “ERISA Considerations” in the prospectus.

UNDERWRITING

The depositor and the underwriters named below have entered into an underwriting agreement for the notes offered by this prospectus supplement.  Subject to certain conditions, each underwriter has agreed to purchase the principal amount of the offered notes indicated in the following table:

Underwriters	Class A-2 Notes			Class A-3 Notes		Class A-4 Notes
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$		102,810,000	$	97,860,000	$	28,684,000
Credit Suisse Securities (USA) LLC			102,810,000		97,860,000		28,682,000
Deutsche Bank Securities Inc.			102,810,000		97,860,000		28,682,000
CIBC World Markets Corp.			17,135,000		16,310,000		4,781,000
Commerz Markets LLC			17,135,000		16,310,000		4,781,000
Total	$		342,700,000	$	326,200,000	$	95,610,000
Underwriters	Class B Notes			Class C Notes		Class D Notes
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$	10,520,000		$	7,014,000	$	7,014,000
Credit Suisse Securities (USA) LLC		10,520,000			7,013,000		7,013,000
Deutsche Bank Securities Inc.		10,520,000			7,013,000		7,013,000
Total	$	31,560,000		$	21,040,000	$	21,040,000

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Some or all of one or more classes of notes may initially be retained by the depositor or conveyed to an affiliate of the depositor or sold by the underwriters to the depositor or an affiliate of the depositor. Such notes may be sold, subject to the requirements set forth in the indenture, from time to time to purchasers directly by the depositor or through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the depositor or the purchasers of such notes.  If such notes are sold through underwriters or broker-dealers, the depositor will be responsible for underwriting discounts or commissions or agent’s commissions.  Such notes may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, varying prices determined at the time of sale or negotiated prices.

The underwriters will resell the offered notes to the public.  The selling concessions that the underwriters may allow to certain dealers, and the discounts that those dealers may reallow to other dealers, expressed as a percentage of the initial principal amount of each class of notes, are indicated in the following table.  Due to sales to affiliates, one or more of the underwriters may be required to forego a minor portion of the selling concessions they would otherwise be entitled to receive.

	Selling Concessions not to exceed	Reallowances not to exceed
Class A-2 notes	0.102 %	0.068 %
Class A-3 notes	0.132 %	0.088 %
Class A-4 notes	0.162 %	0.108 %
Class B notes	0.180 %	0.120 %
Class C notes	0.198 %	0.132 %
Class D notes	0.210 %	0.140 %

Each class of notes is a new issue of securities with no established trading market. The depositor has been advised by the underwriters that they intend to make a market in the classes of the offered notes purchased by them but they are not obligated to do so and may discontinue market-making at any time without notice. No assurance can be given that a secondary market for the notes will develop or about the liquidity of any trading market for the notes.  If a secondary market for the notes does develop, it might end at any time or it might not be sufficiently liquid to enable noteholders to resell any of the notes.

In the ordinary course of their respective businesses, the underwriters and their respective affiliates have engaged and may engage in various financial advisory, investment banking and commercial banking transactions with the sponsor, the depositor, the servicer and their affiliates.

All classes of notes must be issued and purchased (or retained by the depositor) for any offered notes to be issued and purchased by the underwriters.

Upon request by an investor who has received an electronic prospectus and prospectus supplement from an underwriter within the period during which there is an obligation to deliver a prospectus and prospectus supplement, the underwriter will promptly deliver, without charge, a paper copy of the prospectus and this prospectus supplement.

LEGAL OPINIONS

Katten Muchin Rosenman LLP will review or provide opinions on legal matters relating to the notes and certain U.S. federal income tax and other matters for the trust, the depositor and the servicer.  Bingham McCutchen LLP will review or provide opinions on certain legal matters relating to the notes and other matters for the underwriters.  Bingham McCutchen LLP has from time to time represented Ford Credit and its affiliates in connection with other matters.

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INDEX OF DEFINED TERMS IN THE PROSPECTUS SUPPLEMENT

ABS	S-27	notes	S-6
adjusted pool balance	S-9	NRSROs	S-14
APR	S-10	offered notes	S-6
Available Funds	S-33	owner trustee	S-16
Class A notes	S-6	payment dates	S-6
clean up call	S-7, S-39	priority principal payments	S-35
closing date	S-6	rating agencies	S-11
collections	S-33	receivables	S-6
Controlling Class	S-11	Regular Principal Payment	S-35
cutoff date	S-6	responsible person	S-26
Event of Default	S-38	Second Priority Principal Payment	S-35
FEMA	S-24	Targeted Overcollateralization Amount	S-41
First Priority Principal Payment	S-35	Third Priority Principal Payment	S-35
Ford Credit	S-6	turbo	S-34
indenture trustee	S-17	Yield Supplement Overcollateralization Amount	S-42
initial pool balance	S-7
liquidation proceeds	S-33

S-49

Annex A

STATIC POOL INFORMATION — PRIOR SECURITIZED POOLS

Footnotes:

(1)Weighted averages are weighted by the principal balance of each receivable on the cutoff date for the prior securitized pool.

(2)Percentage of initial pool balance.

(3)The weighted average life of the receivables is calculated by (a) multiplying the scheduled principal payments by the number of months from the cutoff date, (b) adding the results, (c) dividing the sum by 12 and (d) dividing the result by the initial pool balance, and based on the assumption that all payments are due on the first day of the month, all receivables pay as scheduled, starting one month from the cutoff date, with no delays, defaults or prepayments.

(4)Car includes sedans, hatchbacks and coupes.  Light truck includes vans, minivans and light pick-up trucks.  Utility includes wagons, SUVs and cross-overs.  Other includes primarily non-Ford, Lincoln and Mercury vehicles which Ford Credit does not categorize.

(5)Based on the billing addresses of the obligors on the cutoff date for the prior securitized pool.

(6)This weighted average excludes receivables with obligors who do not have FICO® scores because they (a) are not individuals and use financed vehicles for commercial purposes, or (b) are individuals with minimal or no recent credit history.

(7)End-of-Month Pool Balance is the aggregate principal balance of the receivables in the securitization transaction at the end of the month, after giving effect to all payments received from obligors, liquidation proceeds, purchase amounts to be deposited by the servicer, the sponsor or the depositor, and all realized losses.

(8)Cumulative Net Losses are the aggregate principal balance of all receivables that the servicer determined to be uncollectible less any liquidation proceeds (primarily auction proceeds) and other recoveries.  Net Losses include all external costs associated with repossession and disposition of the financed vehicle and with continued collection efforts after charge off.

(9)Prepayments are the aggregate principal balance of all receivables prepaid in full during the month.

(10)The period of delinquency is the number of days that more than $49.99 of a scheduled payment is past due.  The dollar amounts represent the aggregate outstanding principal balances of the delinquent accounts as of the end of the month.

A-1

Ford Credit Auto Owner Trust 2005-A

Original Pool Characteristics

Closing Date	January 13, 2005			Remaining Term
Cutoff Date	January 1, 2005			Weighted average(1)	52.2 months
Number of Receivables	254,927			Remaining term greater than 60 months(2)	18.51	%
Initial Pool Balance	$	4,811,414,708		Longest	71 months
Principal Balance				Shortest	2 months
Average	$	18,874		Scheduled Weighted Average Life(3)	2.31 years
Highest	$	50,000		Percentage New Vehicle(2)	86.14	%
Lowest	$	252		Percentage Car(2)(4)	20.35	%
Original Amount Financed				Percentage of Top 10 Makes/Models(2)	72.09	%
Average	$	22,553		Ford F-150	20.20%
Highest	$	147,220		Ford Explorer	13.66
Lowest	$	1,000		Ford Expedition	9.19
Annual Percentage Rate (APR)				Ford F-250	7.23
Weighted average(1)	5.27		%	Ford F-350	5.00
Highest	28.50		%	Ford Ranger	3.89
Lowest	0.00		%	Ford Taurus	3.73
APR greater than or equal to 20 percent(2)	0.39		%	Ford Focus	3.50
Original Term				Ford Escape	2.93
Weighted average(1)	60.6 months			Ford Mustang	2.76
Original term greater than 60 months(2)	26.82		%	Percentage in Top 5 States(2)(5)	38.22	%
Longest	72 months			Weighted average(1) FICO® score(6) at origination	704
Shortest	3 months

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Jan-05	$	4,630,925,955	$	16,585	$	85,827,565	$	18,483,751	$	23,835	$	–	$	–
2	Feb-05		4,463,916,461		219,515		74,848,896		16,956,888		852,669		–		–
3	Mar-05		4,287,262,210		830,336		76,773,431		18,190,643		1,375,163		290,019		8,612
4	Apr-05		4,132,749,272		1,522,713		65,735,611		18,230,277		1,510,096		639,538		237,362
5	May-05		3,979,765,079		2,415,415		60,446,564		22,123,318		2,167,417		758,271		428,171
6	Jun-05		3,831,587,201		3,416,467		59,739,068		21,931,102		2,268,269		865,305		797,269
7	Jul-05		3,689,776,672		4,515,199		57,732,004		26,632,782		3,108,825		822,968		1,001,413
8	Aug-05		3,538,043,773		5,972,470		61,308,958		27,767,527		4,015,192		1,129,683		1,237,038
9	Sep-05		3,404,229,332		7,752,424		50,005,689		29,068,195		3,298,308		1,467,212		1,602,902
10	Oct-05		3,277,129,986		9,324,185		43,683,792		36,580,271		4,285,778		1,543,507		2,066,994
11	Nov-05		3,157,041,485		10,568,640		40,863,160		32,799,833		4,450,681		2,124,339		2,549,296
12	Dec-05		3,037,314,542		12,446,382		39,711,201		35,148,919		4,248,008		1,814,176		3,289,220
13	Jan-06		2,910,867,807		14,011,785		44,258,751		30,657,298		3,829,142		1,717,774		3,590,742
14	Feb-06		2,795,730,916		15,563,668		39,236,495		27,836,010		2,930,077		1,386,246		3,746,022
15	Mar-06		2,664,106,317		17,029,918		48,108,701		28,732,487		2,389,932		697,625		3,517,694
16	Apr-06		2,551,081,556		18,249,212		43,204,946		27,330,260		2,475,436		794,048		3,076,290
17	May-06		2,426,539,791		19,495,008		47,174,849		30,382,159		3,052,588		761,251		2,981,581
18	Jun-06		2,309,446,997		20,683,851		45,352,291		27,429,050		2,774,506		1,094,616		2,932,726
19	Jul-06		2,198,652,649		21,570,766		42,068,731		32,781,673		3,159,693		1,057,313		3,080,241
20	Aug-06		2,086,901,226		23,004,457		42,513,719		29,282,531		3,215,673		855,862		3,051,431
21	Sep-06		1,982,311,878		24,373,885		40,239,835		30,247,347		3,083,221		809,276		2,901,475
22	Oct-06		1,883,042,315		25,658,608		31,000,078		27,768,102		2,981,691		1,020,401		2,902,030
23	Nov-06		1,791,594,855		26,975,312		28,951,379		26,238,973		2,874,981		935,730		2,969,744
24	Dec-06		1,706,796,028		28,099,543		26,186,367		28,380,530		2,845,557		946,110		3,014,577
25	Jan-07		1,614,153,443		28,910,685		29,283,070		26,064,605		2,808,046		831,567		3,070,800
26	Feb-07		1,531,591,773		30,002,520		24,837,735		22,424,497		2,387,060		922,088		2,890,731
27	Mar-07		1,442,141,620		30,838,632		28,275,978		22,399,738		2,479,320		813,161		3,158,327
28	Apr-07		1,358,444,081		31,427,168		27,899,308		23,352,010		3,051,579		753,209		3,365,684
29	May-07		1,275,094,151		32,149,126		27,596,542		23,900,842		2,603,182		944,958		3,334,177
30	Jun-07		1,196,772,437		32,755,038		26,456,753		23,232,908		2,592,384		846,293		3,505,657
31	Jul-07		1,118,899,376		33,419,969		25,184,578		23,992,621		2,549,740		645,540		3,586,710
32	Aug-07		1,044,413,594		34,311,571		23,819,410		22,166,241		2,352,317		778,622		3,500,156
33	Sep-07		981,487,473		34,849,795		18,847,166		21,580,807		2,769,295		775,770		3,605,546
34	Oct-07		912,922,926		35,638,374		19,707,225		21,453,636		2,603,697		716,305		3,512,351
35	Nov-07		853,723,610		36,452,676		15,253,182		21,922,883		2,439,746		847,723		3,534,357
36	Dec-07		797,998,472		37,351,834		13,221,559		26,512,699		2,855,396		603,407		3,802,780
37	Jan-08		740,790,312		38,083,515		14,396,347		19,797,944		2,639,967		885,330		3,589,955
38	Feb-08		686,856,671		38,791,489		12,887,426		17,398,283		1,552,615		792,474		3,724,258
39	Mar-08		632,274,140		39,404,505		14,168,485		17,546,568		1,707,354		461,687		3,726,179
40	Apr-08		581,986,107		39,754,212		12,948,505		15,030,712		1,968,419		630,293		3,488,012
41	May-08		534,851,745		40,125,572		11,287,892		15,272,244		1,749,060		625,054		3,512,925
42	Jun-08		489,801,731		40,710,138		10,218,017		15,247,909		2,023,379		499,422		3,510,757
43	Jul-08		445,970,901		41,164,216		9,922,976		13,162,868		1,791,201		625,166		3,388,653

Final Payment Date:  August 15, 2008

See page A-1 for footnotes

A-2

Ford Credit Auto Owner Trust 2005-B

Original Pool Characteristics

Closing Date	April 14, 2005			Remaining Term
Cutoff Date	April 1, 2005			Weighted average(1)	51.8 months
Number of Receivables	169,768			Remaining term greater than 60 months(2)	17.52	%
Initial Pool Balance	$	3,199,999,975		Longest	71 months
Principal Balance				Shortest	2 months
Average	$	18,849		Scheduled Weighted Average Life(3)	2.26 years
Highest	$	49,988		Percentage New Vehicle(2)	85.42	%
Lowest	$	254		Percentage Car(2)(4)	20.20	%
Original Amount Financed				Percentage of Top 10 Makes/Models(2)	70.49	%
Average	$	22,508		Ford F-150	20.44%
Highest	$	99,645		Ford Explorer	12.54
Lowest	$	1,000		Ford Expedition	8.88
Annual Percentage Rate (APR)				Ford F-250	7.11
Weighted average(1)	5.54		%	Ford F-350	5.36
Highest	28.00		%	Ford Ranger	3.61
Lowest	0.00		%	Ford Focus	3.36
APR greater than or equal to 20 percent(2)	0.30		%	Ford Taurus	3.09
Original Term				Ford Escape	3.09
Weighted average(1)	60.2 months			Ford Mustang	3.01
Original term greater than 60 months(2)	28.67		%	Percentage in Top 5 States(2)(5)	38.14	%
Longest	72 months			Weighted average(1) FICO® score(6) at orig ination	705
Shortest	5 months

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Apr-05	$	3,076,648,554	$	60,193	$	60,829,814	$	9,232,452	$	23,466	$	–	$	–
2	May-05	2,955,887,794		238,133		55,999,348		13,646,432		854,604		–		12,482
3	Jun-05	2,846,638,468		581,794		47,528,472		12,923,229		1,279,161		149,717		–
4	Jul-05	2,743,512,971		1,036,879		44,273,502		16,194,925		1,423,616		408,714		122,123
5	Aug-05	2,634,645,080		1,695,769		46,126,416		19,020,965		2,084,171		475,491		284,876
6	Sep-05	2,538,697,093		2,630,072		37,520,050		18,994,794		1,860,575		754,243		552,094
7	Oct-05	2,447,814,045		3,636,019		32,234,157		23,753,740		2,626,238		803,950		890,512
8	Nov-05	2,361,882,530		4,469,615		29,948,687		21,709,555		2,701,927		1,162,880		1,090,636
9	Dec-05	2,277,825,315		5,531,049		28,532,948		23,929,986		2,426,331		1,382,120		1,363,858
10	Jan-06	2,188,017,980		6,694,543		31,806,850		21,289,726		2,206,088		1,357,766		1,873,525
11	Feb-06	2,105,998,706		7,652,930		28,484,662		16,739,072		1,719,261		697,583		2,200,753
12	Mar-06	2,012,286,421		8,518,298		34,819,286		18,111,420		1,737,851		541,847		1,746,339
13	Apr-06	1,930,875,852		9,362,661		31,720,922		19,404,760		1,483,590		635,777		1,611,850
14	May-06	1,842,184,812		10,325,685		34,035,892		21,498,194		2,184,890		671,825		1,494,227
15	Jun-06	1,758,481,777		11,278,631		32,180,688		19,993,670		2,053,810		629,103		1,540,802
16	Jul-06	1,679,581,339		12,030,941		29,880,581		24,247,292		2,780,111		559,215		1,656,105
17	Aug-06	1,598,907,619		12,902,693		31,501,578		20,114,063		1,897,649		774,855		1,721,031
18	Sep-06	1,521,885,840		13,903,982		31,036,952		21,386,202		1,964,640		470,706		1,766,233
19	Oct-06	1,449,510,315		14,938,429		23,677,431		21,412,762		2,413,209		604,052		1,832,596
20	Nov-06	1,382,707,995		15,696,783		22,090,132		20,930,330		2,159,645		663,460		1,861,439
21	Dec-06	1,320,325,046		16,789,870		19,809,135		20,414,826		2,108,757		621,917		1,951,308
22	Jan-07	1,253,088,572		17,574,203		21,169,405		19,345,967		2,265,458		730,154		2,094,411
23	Feb-07	1,192,778,457		18,373,925		18,783,351		15,725,216		1,622,638		605,209		2,180,886
24	Mar-07	1,126,958,120		19,041,687		21,453,217		17,525,473		1,544,847		404,091		1,999,791
25	Apr-07	1,064,304,035		19,508,750		21,534,326		17,819,717		2,208,537		545,163		1,983,056
26	May-07	1,003,499,403		20,018,862		20,318,918		18,902,861		1,847,103		731,707		1,995,611
27	Jun-07	946,214,860		20,566,401		19,367,269		17,559,692		1,810,206		596,903		2,188,245
28	Jul-07	888,922,537		21,182,608		18,297,087		17,717,774		1,994,260		758,636		2,158,998
29	Aug-07	832,946,751		21,622,799		18,923,561		16,448,963		2,007,307		605,475		2,158,814
30	Sep-07	785,875,357		22,054,899		14,232,462		17,048,314		2,368,264		582,493		2,203,852
31	Oct-07	734,449,656		22,804,508		14,657,866		16,969,024		2,311,733		765,550		2,222,649
32	Nov-07	689,226,460		23,293,705		12,250,677		17,669,819		1,982,084		905,015		2,391,904
33	Dec-07	646,100,127		24,045,330		11,051,439		19,752,335		2,583,695		651,304		2,580,797
34	Jan-08	602,578,975		24,560,793		11,962,824		15,824,304		2,189,398		881,333		2,510,086
35	Feb-08	561,789,202		25,162,951		10,855,833		14,205,808		1,447,762		944,544		2,474,460
36	Mar-08	521,417,441		25,539,673		11,104,792		13,827,843		1,723,818		621,349		2,678,072
37	Apr-08	483,219,112		25,947,736		10,564,580		11,700,737		1,844,800		367,107		2,655,275
38	May-08	447,394,558		26,409,405		9,017,794		13,499,898		1,604,174		703,084		2,536,290
39	Jun-08	412,755,072		27,000,686		8,379,074		12,017,363		1,955,553		506,840		2,679,705
40	Jul-08	379,368,379		27,551,399		7,818,730		10,968,705		1,763,311		685,145		2,624,119
41	Aug-08	350,512,760		27,911,018		6,195,634		10,763,849		1,431,934		574,703		2,669,337
42	Sep-08	321,226,978		28,369,459		5,977,324		10,588,815		1,478,090		590,182		2,682,802
43	Oct-08	293,519,779		28,895,635		5,224,604		9,830,955		1,542,565		540,061		2,527,947

Final Payment Date:  November 17, 2008

See page A-1 for footnotes

A-3

Ford Credit Auto Owner Trust 2005-C

Original Pool Characteristics

Closing Date	September 28, 2005			Remaining Term
Cutoff Date	September 1, 2005			Weighted average(1)	52.6 months
Number of Receivables	111,210			Remaining term greater than 60 months(2)	18.13	%
Initial Pool Balance	$	2,149,999,792		Longest	72 months
Principal Balance				Shortest	2 months
Average	$	19,333		Scheduled Weighted Average Life(3)	2.34 years
Highest	$	99,061		Percentage New Vehicle(2)	85.08	%
Lowest	$	251		Percentage Car(2)(4)	23.68	%
Original Amount Financed				Percentage of Top 10 Makes/Models(2)	64.65	%
Average	$	22,790		Ford F-150	19.26%
Highest	$	212,847		Ford Explorer	10.00
Lowest	$	1,000		Ford Expedition	6.93
Annual Percentage Rate (APR)				Ford F-250	6.60
Weighted average(1)	5.92		%	Ford F-350	5.50
Highest	28.99		%	Ford Escape	3.70
Lowest	0.00		%	Ford Focus	3.67
APR greater than or equal to 20 percent(2)	0.28		%	Ford Ranger	3.48
Original Term				Ford Five Hundred	2.86
Weighted average(1)	59.9 months			Ford Mustang	2.65
Original term greater than 60 months(2)	23.90		%	Percentage in Top 5 States(2)(5)	38.41	%
Longest	72 months			Weighted average(1) FICO® score(6) at origination	708
Shortest	3 months

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Sep-05	$	2,067,350,035	$	3,047	$	40,541,326	$	8,565,495	$	–	$	–	$	–
2	Oct-05		1,990,543,586		122,511		34,898,117		13,093,379		746,407		–		–
3	Nov-05		1,923,545,491		340,588		27,212,239		12,621,868		1,270,505		285,221		–
4	Dec-05		1,860,302,799		722,841		23,582,790		15,299,978		1,299,099		421,861		214,918
5	Jan-06		1,795,058,962		1,256,953		23,671,630		13,645,690		1,772,361		419,497		366,218
6	Feb-06		1,734,743,076		1,688,493		22,331,795		11,935,965		1,296,372		617,839		440,578
7	Mar-06		1,668,279,986		2,260,998		24,131,957		12,301,130		736,219		338,234		620,389
8	Apr-06		1,610,848,545		2,728,480		21,527,200		12,636,111		1,000,919		152,200		601,148
9	May-06		1,547,626,755		3,163,175		23,528,081		16,202,986		1,285,380		479,391		502,863
10	Jun-06		1,486,710,441		3,688,070		23,368,276		14,144,247		1,469,210		359,195		699,497
11	Jul-06		1,427,141,552		4,316,387		23,492,697		16,852,371		1,578,698		515,370		773,225
12	Aug-06		1,367,370,483		4,869,956		23,694,870		16,070,295		1,379,807		639,161		747,195
13	Sep-06		1,312,610,916		5,533,620		20,945,055		16,160,687		1,842,291		706,983		766,511
14	Oct-06		1,259,147,272		6,528,099		16,805,283		15,810,250		1,900,708		732,912		904,087
15	Nov-06		1,209,681,232		7,201,392		15,912,881		15,037,688		1,616,008		644,782		1,062,240
16	Dec-06		1,162,937,909		7,972,270		14,621,618		15,830,033		2,010,746		560,679		1,070,390
17	Jan-07		1,111,549,066		8,568,690		16,722,143		15,359,264		1,689,346		501,787		1,135,939
18	Feb-07		1,065,028,595		9,173,674		15,026,514		13,226,876		1,359,848		562,065		1,102,583
19	Mar-07		1,013,545,816		9,669,399		17,800,474		13,880,164		1,355,170		528,318		1,145,649
20	Apr-07		963,702,616		10,235,452		18,498,065		14,979,118		1,409,516		602,295		1,175,507
21	May-07		915,473,655		10,697,732		17,352,239		15,736,268		1,697,383		492,244		1,203,074
22	Jun-07		869,514,606		11,160,061		16,702,343		14,794,229		1,802,154		583,265		1,298,405
23	Jul-07		823,616,062		11,673,965		16,008,245		15,727,872		2,053,754		585,774		1,383,607
24	Aug-07		779,324,158		12,274,971		15,330,996		14,185,286		1,608,928		600,769		1,539,524
25	Sep-07		740,483,394		12,848,504		12,916,056		14,695,277		2,061,747		593,620		1,428,074
26	Oct-07		698,311,997		13,462,502		13,241,105		15,599,676		1,651,027		448,284		1,436,071
27	Nov-07		661,507,149		14,080,626		10,684,445		14,892,614		1,839,715		678,595		1,475,807
28	Dec-07		626,625,324		14,709,488		9,414,328		17,755,523		2,429,175		499,815		1,561,757
29	Jan-08		591,048,151		15,209,436		10,347,309		14,820,858		2,135,628		713,893		1,589,206
30	Feb-08		557,581,384		15,736,966		9,016,091		13,041,696		1,776,781		577,146		1,652,328
31	Mar-08		522,429,436		16,186,455		10,873,619		13,155,411		1,527,121		674,913		1,725,109
32	Apr-08		489,790,164		16,725,494		9,647,486		12,403,700		1,729,281		385,055		1,871,059
33	May-08		458,987,305		17,253,336		8,762,665		11,983,644		1,827,896		512,612		1,589,212
34	Jun-08		429,029,641		17,849,599		8,291,836		12,121,883		2,069,507		509,153		1,637,118
35	Jul-08		400,708,044		18,373,437		7,304,244		10,878,066		1,326,850		563,892		1,665,552
36	Aug-08		375,468,327		18,922,783		6,109,010		10,508,815		1,706,047		376,695		1,623,462
37	Sep-08		351,162,482		19,387,137		5,505,095		9,964,773		1,841,781		537,066		1,707,140
38	Oct-08		327,342,046		20,012,093		4,788,546		10,551,558		1,179,248		576,995		1,691,173
39	Nov-08		306,900,484		20,519,556		3,982,693		10,042,961		1,716,302		425,728		1,682,688
40	Dec-08		284,786,536		21,019,050		4,195,360		10,839,562		1,662,914		633,397		1,698,153
41	Jan-09		264,275,399		21,467,484		3,595,979		9,254,721		1,441,566		337,386		1,770,788
42	Feb-09		244,775,918		21,978,999		3,654,291		8,137,251		1,082,926		250,678		1,830,738
43	Mar-09		222,973,990		22,327,842		4,389,752		8,535,995		937,328		200,456		1,587,809
44	Apr-09		203,782,389		22,634,418		3,740,048		6,697,488		1,074,264		355,782		1,530,120

Final Payment Date:  May 15, 2009

See page A-1 for footnotes

A-4

Ford Credit Auto Owner Trust 2006-A

Original Pool Characteristics

Closing Date	February 22, 2006			Scheduled Weighted Average Life(3)	2.32 years
Cutoff Date	February 1, 2006			Weighted Average Months After Origination (Seasoning)	8.5 months
Number of Receivables	187,903			Percentage New Vehicle(2)	82.19	%
Initial Pool Balance	$	3,164,999,892		Percentage Car(2)(4)	16.64	%
Principal Balance				Percentage Light Truck(2)(4)	45.16	%
Average	$	16,844		Percentage Utility(2)(4)	26.30	%
Highest	$	99,213		Percentage Other(2)(4)	11.90	%
Lowest	$	252		Percentage of Top 10 Makes/Models(2)	64.40	%
Original Amount Financed				Ford F-150	21.74%
Average	$	22,473		Ford Explorer	8.31
Highest	$	120,887		Ford F-250	6.64
Lowest	$	1,016		Ford Expedition	6.08
Annual Percentage Rate (APR)				Ford F-350	5.80
Weighted average(1)	6.65		%	Ford Escape	4.13
Highest	29.99		%	Ford Focus	3.22
Lowest	0.00		%	Ford Ranger	3.04
APR greater than or equal to 20 percent(2)	0.42		%	Ford Five Hundred	2.73
Original Term				Ford Mustang	2.71
Weighted average(1)	60.5 months			Percentage in Top 5 States(2)(5)	39.44	%
Original term greater than 60 months(2)	28.58		%	California	11.87%
Longest	72 months			Texas	10.02
Shortest	4 months			Florida	9.72
Remaining Term				Georgia	4.10
Weighted average(1)	52.0 months			Illinois	3.73
Remaining term greater than 60 months(2)	22.68		%	Weighted average(1) FICO® score(6) at origination	707
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	1 month			for original term greater than 60 months	701

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Feb-06	$	3,035,610,528	$	10,153	$	59,722,354	$	13,986,233	$	–	$	–	$	–
2	Mar-06		2,897,305,654		163,332		62,183,923		14,950,824		760,151		–		19,399
3	Apr-06		2,787,043,508		451,419		47,396,814		17,254,975		820,754		177,684		–
4	May-06		2,669,434,126		926,774		48,829,430		21,582,015		1,378,169		180,122		80,081
5	Jun-06		2,563,284,996		1,617,571		41,833,076		18,878,767		2,027,401		238,802		154,493
6	Jul-06		2,464,617,008		2,291,024		37,989,897		24,912,283		1,873,811		605,751		218,760
7	Aug-06		2,366,393,179		3,167,604		37,917,017		22,073,480		2,211,698		450,505		408,855
8	Sep-06		2,273,707,447		4,093,338		37,013,927		24,184,908		2,256,410		522,799		540,748
9	Oct-06		2,186,322,844		5,044,226		28,559,097		23,687,491		1,874,944		826,756		578,474
10	Nov-06		2,106,231,732		5,934,411		26,718,417		22,829,374		2,438,884		338,680		948,482
11	Dec-06		2,029,762,218		7,218,427		26,093,639		25,093,891		2,695,725		749,212		669,868
12	Jan-07		1,947,875,714		8,204,399		27,713,107		24,034,974		2,509,560		720,584		820,351
13	Feb-07		1,874,421,613		9,171,587		24,327,664		21,881,524		2,196,502		716,921		888,013
14	Mar-07		1,791,416,038		10,067,955		29,962,753		23,021,570		2,278,991		853,928		969,808
15	Apr-07		1,711,992,503		10,980,159		29,587,160		22,331,514		2,572,691		910,625		1,060,698
16	May-07		1,636,570,531		11,786,210		26,938,118		24,697,387		2,592,517		750,183		1,138,582
17	Jun-07		1,563,154,967		12,668,497		27,529,566		25,032,043		3,377,740		835,709		1,297,970
18	Jul-07		1,490,434,823		13,581,524		25,779,287		26,921,199		2,961,472		1,104,137		1,376,457
19	Aug-07		1,419,596,364		14,739,373		24,757,330		24,173,553		2,779,856		846,750		1,609,766
20	Sep-07		1,357,822,168		15,748,810		21,484,006		25,785,149		3,942,010		934,713		1,750,111
21	Oct-07		1,290,081,880		17,021,146		21,695,208		25,872,432		2,748,151		1,161,750		2,028,405
22	Nov-07		1,229,511,832		18,044,346		19,705,313		26,025,033		3,124,828		885,980		2,306,301
23	Dec-07		1,172,987,461		19,288,479		16,224,217		28,665,424		3,718,627		973,950		2,303,124
24	Jan-08		1,114,432,065		20,517,551		17,969,537		25,245,374		2,949,170		837,645		2,336,881
25	Feb-08		1,058,456,660		21,589,714		17,388,305		23,414,417		2,586,312		1,102,532		2,237,543
26	Mar-08		1,001,534,735		22,568,364		17,802,291		23,339,640		2,750,276		941,592		2,402,967
27	Apr-08		947,332,827		23,540,535		17,872,880		21,924,790		2,974,185		864,780		2,234,592
28	May-08		896,479,787		24,610,265		14,787,857		23,471,542		2,623,830		1,010,696		2,245,494
29	Jun-08		847,427,951		25,660,450		13,170,855		23,025,537		3,395,507		920,887		2,338,243
30	Jul-08		798,906,815		26,982,339		12,815,344		21,146,915		3,543,920		1,022,196		2,453,893
31	Aug-08		756,419,172		27,999,067		10,966,063		20,726,108		3,240,853		1,195,568		2,540,951
32	Sep-08		712,379,243		29,174,995		10,966,178		20,481,872		2,997,078		997,627		2,868,404
33	Oct-08		670,237,218		30,544,319		10,126,358		19,455,882		2,603,152		895,281		2,945,451
34	Nov-08		635,976,711		31,303,702		6,661,244		20,009,176		2,936,984		878,546		2,974,312
35	Dec-08		598,139,953		32,623,950		7,455,006		21,863,223		3,482,207		971,293		2,896,634
36	Jan-09		562,022,304		33,692,817		7,565,576		18,835,215		3,142,767		826,885		3,052,489
37	Feb-09		527,424,376		35,115,473		6,957,799		16,326,114		2,148,747		633,106		2,953,892
38	Mar-09		490,011,644		36,088,883		7,582,072		15,900,299		2,412,350		591,978		2,886,510
39	Apr-09		455,907,432		36,926,655		7,176,305		14,613,105		2,036,900		744,072		2,756,131
40	May-09		425,491,139		37,711,367		6,083,637		13,974,318		2,428,055		673,972		2,831,580
41	Jun-09		392,364,438		38,515,442		6,395,568		14,059,385		2,098,945		839,685		2,836,482
42	Jul-09		361,676,611		39,287,846		5,809,888		14,211,956		2,033,448		628,259		2,821,539
43	Aug-09		332,548,007		40,072,397		5,655,645		13,839,905		1,815,246		539,530		2,830,589
44	Sep-09		305,820,116		40,506,354		5,001,636		12,846,131		1,469,087		501,734		2,897,329
45	Oct-09		279,954,790		41,130,322		4,922,578		12,207,532		1,150,551		467,962		2,881,338
46	Nov-09		256,365,237		41,609,515		4,205,631		12,244,967		1,425,806		446,912		2,857,153
47	Dec-09		233,393,042		42,223,427		3,615,037		12,368,167		1,259,383		278,662		2,890,317
48	Jan-10		212,612,620		42,561,359		3,569,528		10,381,301		1,230,526		228,810		2,928,587
49	Feb-10		192,891,654		42,676,913		3,493,668		6,993,637		1,003,382		285,140		2,893,299
50	Mar-10		171,084,261		42,817,099		4,273,509		6,824,596		726,513		377,455		2,782,268
51	Apr-10		152,957,163		42,833,196		3,485,862		5,989,438		669,343		232,547		2,882,638

Final Payment Date:  May 17, 2010

See page A-1 for footnotes

A-5

Ford Credit Auto Owner Trust 2006-B

Original Pool Characteristics

Closing Date	August 29, 2006			Scheduled Weighted Average Life(3)	2.51 years
Cutoff Date	August 1, 2006			Weighted Average Months After Origination (Seasoning)	5.3 months
Number of Receivables	154,834			Percentage New Vehicle(2)	82.77	%
Initial Pool Balance	$	3,149,999,910		Percentage Car(2)(4)	20.15	%
Principal Balance				Percentage Light Truck(2)(4)	43.12	%
Average	$	20,344		Percentage Utility(2)(4)	28.18	%
Highest	$	99,006		Percentage Other(2)(4)	8.54	%
Lowest	$	255		Percentage of Top 10 Makes/Models(2)	68.90	%
Original Amount Financed				Ford F-150	20.52%
Average	$	23,575		Ford Explorer	8.02
Highest	$	130,658		Ford F-250	6.88
Lowest	$	914		Ford Expedition	6.79
Annual Percentage Rate (APR)				Ford Escape	6.31
Weighted average(1)	5.80		%	Ford F-350	6.12
Highest	29.90		%	Ford Focus	3.94
Lowest	0.00		%	Ford Fusion	3.73
APR greater than or equal to 20 percent(2)	0.45		%	Ford Mustang	3.30
Original Term				Ford Five Hundred	3.29
Weighted average(1)	61.7 months			Percentage in Top 5 States(2)(5)	39.73	%
Original term greater than 60 months(2)	35.29		%	California	11.08%
Longest	72 months			Texas	11.04
Shortest	6 months			Florida	9.24
Remaining Term				Georgia	4.20
Weighted average(1)	56.4 months			Illinois	4.17
Remaining term greater than 60 months(2)	31.66		%	Weighted average(1) FICO® score(6) at origination	706
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	1 month			for original term greater than 60 months	691

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Aug-06	$	3,038,975,492	$	3,352	$	50,238,249	$	16,918,692	$	66,253	$	–	$	–
2	Sep-06		2,941,511,036		235,653		41,384,333		22,144,705		1,519,949		72,831		–
3	Oct-06		2,847,578,366		807,996		33,667,238		24,419,023		1,737,293		492,465		53,531
4	Nov-06		2,763,390,987		1,644,421		28,593,516		25,312,393		2,024,481		535,300		219,067
5	Dec-06		2,684,134,557		3,143,076		25,206,193		28,524,871		2,766,667		340,539		151,078
6	Jan-07		2,599,405,503		4,266,221		26,699,144		27,364,600		2,943,150		812,062		250,772
7	Feb-07		2,520,418,973		5,427,608		25,792,528		22,840,719		2,111,838		887,345		549,570
8	Mar-07		2,433,465,480		6,874,406		28,910,565		25,447,349		1,897,947		633,117		548,432
9	Apr-07		2,352,366,966		7,870,793		27,859,388		27,252,170		3,183,527		808,696		830,784
10	May-07		2,270,898,982		9,018,379		28,511,225		30,372,415		2,993,884		1,036,628		942,868
11	Jun-07		2,191,579,389		10,241,657		27,576,371		29,356,013		3,621,755		1,203,884		1,131,619
12	Jul-07		2,111,462,689		11,586,431		27,499,662		33,261,848		3,799,150		1,255,376		1,623,177
13	Aug-07		2,031,105,211		13,400,479		28,398,272		30,582,448		4,417,334		1,149,160		1,714,088
14	Sep-07		1,961,595,329		14,962,038		23,083,201		34,346,030		4,580,250		1,399,146		1,820,307
15	Oct-07		1,883,925,145		17,099,076		24,592,759		33,309,763		4,443,548		1,153,748		1,823,262
16	Nov-07		1,814,320,013		18,978,909		21,503,379		34,594,772		4,511,959		1,374,079		2,097,946
17	Dec-07		1,749,729,372		21,075,444		17,421,191		41,256,926		5,110,858		1,387,103		2,191,026
18	Jan-08		1,680,847,754		22,977,926		20,920,992		35,760,290		4,140,185		1,275,328		2,493,135
19	Feb-08		1,613,917,003		25,091,348		20,323,527		30,807,387		3,617,698		1,090,403		2,541,177
20	Mar-08		1,544,360,634		26,984,125		22,427,910		33,354,028		3,651,840		1,182,891		2,459,477
21	Apr-08		1,478,310,336		28,737,643		21,452,057		29,648,002		4,165,772		1,121,361		2,745,168
22	May-08		1,415,207,472		30,673,200		18,955,702		33,761,664		4,480,714		1,299,116		2,550,692
23	Jun-08		1,355,648,992		32,585,502		15,885,532		34,651,158		5,514,515		1,194,320		2,463,872
24	Jul-08		1,295,260,041		34,727,459		16,490,214		29,442,273		4,495,142		1,882,089		2,522,482
25	Aug-08		1,241,219,182		37,002,447		13,398,681		31,322,861		4,645,302		1,449,185		2,714,118
26	Sep-08		1,185,609,063		39,140,181		13,634,538		29,565,578		4,878,998		1,631,444		2,697,025
27	Oct-08		1,131,660,880		41,287,434		12,533,653		29,798,894		4,112,444		1,399,292		3,223,456
28	Nov-08		1,087,334,584		43,009,655		8,468,243		30,260,033		4,887,159		1,437,670		3,488,927
29	Dec-08		1,037,859,125		45,260,234		9,363,474		35,058,565		5,566,484		1,434,470		3,585,185
30	Jan-09		990,262,068		47,143,644		9,157,675		29,066,357		5,313,461		1,755,429		3,547,144
31	Feb-09		943,611,517		49,122,838		9,344,427		23,815,470		3,498,348		1,575,241		3,826,673
32	Mar-09		892,102,062		51,286,124		10,307,042		26,761,012		3,184,166		1,287,070		3,777,041
33	Apr-09		845,012,275		52,744,917		10,147,883		23,513,465		4,058,056		1,070,394		3,655,565
34	May-09		801,541,108		54,190,105		9,764,806		23,294,626		3,489,043		1,340,180		3,668,733
35	Jun-09		754,269,161		55,532,744		10,202,907		23,650,518		3,654,728		980,290		3,877,109
36	Jul-09		709,298,932		56,795,467		10,010,369		24,127,430		2,986,709		1,318,980		3,749,290
37	Aug-09		668,044,053		58,153,601		8,400,228		24,673,033		3,151,696		1,045,561		3,930,000
38	Sep-09		629,284,196		59,007,519		7,990,445		23,353,193		2,529,414		966,400		3,940,391
39	Oct-09		590,526,135		60,267,320		8,089,805		22,906,830		2,677,227		802,966		3,830,633
40	Nov-09		554,325,088		61,340,403		7,313,328		23,208,567		3,339,238		969,922		3,851,624
41	Dec-09		518,500,074		62,671,998		6,880,334		22,301,326		2,643,320		974,800		3,931,583
42	Jan-10		484,989,285		63,611,747		6,609,232		19,423,435		2,212,520		882,989		4,215,171
43	Feb-10		452,492,938		64,046,805		6,453,930		13,699,533		1,293,041		786,601		4,451,938
44	Mar-10		415,232,490		64,628,272		8,429,901		13,099,384		1,738,587		537,019		4,553,224
45	Apr-10		383,661,507		65,151,915		6,723,257		12,443,516		1,199,202		664,526		4,255,958
46	May-10		355,544,530		65,310,203		6,135,979		12,072,184		1,053,000		458,269		4,379,658
47	Jun-10		325,875,473		65,395,039		6,306,568		12,412,999		1,551,691		498,592		4,371,765
48	Jul-10		298,377,030		65,645,192		6,106,675		12,130,479		1,131,282		629,453		4,349,659
49	Aug-10		272,414,271		65,856,387		5,570,384		12,149,828		1,070,207		488,040		4,395,965
50	Sep-10		247,886,825		66,047,197		4,999,773		10,997,249		1,146,264		486,221		4,444,385
51	Oct-10		225,846,391		66,176,712		3,927,527		9,550,316		989,439		370,185		4,498,394
52	Nov-10		203,351,972		66,466,968		4,167,899		10,252,354		1,008,951		317,737		4,394,283
53	Dec-10		182,180,155		66,730,189		3,441,330		10,420,006		866,302		395,711		4,314,314
54	Jan-11		162,623,376		66,829,533		3,301,168		8,933,155		1,160,956		230,411		4,342,663
55	Feb-11		144,457,363		66,858,413		3,390,808		7,336,537		908,474		276,580		4,338,611

Final Payment Date:  March 15, 2011

See page A-1 for footnotes

A-6

Ford Credit Auto Owner Trust 2006-C

Original Pool Characteristics

Closing Date	November 22, 2006			Scheduled Weighted Average Life(3)	2.55 years
Cutoff Date	November 1, 2006			Weighted Average Months After Origination (Seasoning)	5.1 months
Number of Receivables	153,149			Percentage New Vehicle(2)	86.27	%
Initial Pool Balance	$	3,299,999,280		Percentage Car(2)(4)	20.94	%
Principal Balance				Percentage Light Truck(2)(4)	45.72	%
Average	$	21,548		Percentage Utility(2)(4)	26.47	%
Highest	$	99,170		Percentage Other(2)(4)	6.88	%
Lowest	$	250		Percentage of Top 10 Makes/Models(2)	71.96	%
Original Amount Financed				Ford F-150	21.40%
Average	$	25,149		Ford Explorer	8.67
Highest	$	180,341		Ford F-250	8.62
Lowest	$	1,005		Ford F-350	6.45
Annual Percentage Rate (APR)				Ford Expedition	6.31
Weighted average(1)	4.40		%	Ford Escape	5.20
Highest	29.99		%	Ford Mustang	4.95
Lowest	0.00		%	Ford Fusion	4.31
APR greater than or equal to 20 percent(2)	0.31		%	Ford Focus	3.04
Original Term				Ford Five Hundred	3.01
Weighted average(1)	63.5 months			Percentage in Top 5 States(2)(5)	39.28	%
Original term greater than 60 months(2)	46.19		%	Texas	11.15%
Longest	72 months			California	10.58
Shortest	6 months			Florida	9.31
Remaining Term				Georgia	4.20
Weighted average(1)	58.4 months			Illinois	4.04
Remaining term greater than 60 months(2)	43.25		%	Weighted average(1) FICO® score(6) at origination	708
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	1 month			for original term greater than 60 months	701

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Nov-06	$	3,206,380,649	$	47,913	$	32,731,717	$	16,045,762	$	76,716	$	21,033	$	–
2	Dec-06		3,120,417,478		176,493		27,801,329		21,614,112		1,373,327		24,684		21,033
3	Jan-07		3,027,138,886		706,990		29,710,886		23,658,958		2,267,312		294,900		24,684
4	Feb-07		2,943,048,795		1,565,202		25,685,415		20,605,134		2,167,017		769,580		60,582
5	Mar-07		2,852,651,970		2,615,226		27,018,828		22,787,379		1,711,334		645,972		340,405
6	Apr-07		2,766,264,132		3,818,518		26,201,327		24,690,048		2,179,585		514,063		506,353
7	May-07		2,681,692,646		4,682,730		26,254,426		27,552,891		2,328,493		703,442		471,850
8	Jun-07		2,601,354,373		5,798,102		24,094,912		27,468,239		3,121,465		681,876		675,192
9	Jul-07		2,516,821,005		7,149,527		26,098,401		31,291,959		3,685,978		1,050,670		763,758
10	Aug-07		2,433,625,869		8,475,601		26,228,723		29,469,764		3,747,450		992,005		1,042,991
11	Sep-07		2,361,719,542		10,032,069		21,051,716		33,085,721		4,551,687		1,287,568		1,011,453
12	Oct-07		2,281,115,117		12,199,196		23,289,195		33,132,728		3,763,099		1,222,051		1,130,734
13	Nov-07		2,208,467,412		14,409,759		19,793,615		33,087,201		5,005,113		777,046		1,459,495
14	Dec-07		2,138,905,277		16,330,350		18,539,282		41,507,595		4,896,713		1,321,344		1,278,430
15	Jan-08		2,066,210,654		18,349,202		19,679,838		35,567,485		4,814,959		1,319,637		1,603,522
16	Feb-08		1,995,420,819		20,619,329		19,146,008		30,633,564		3,808,624		1,237,966		1,624,263
17	Mar-08		1,922,117,654		22,426,860		22,581,172		31,939,523		3,774,005		1,025,862		1,844,119
18	Apr-08		1,851,730,807		24,633,753		20,704,300		31,907,374		3,866,860		1,147,157		1,797,647
19	May-08		1,784,408,599		26,498,860		19,058,619		33,982,644		4,529,048		1,156,202		1,883,626
20	Jun-08		1,719,795,157		28,327,933		16,754,360		35,043,074		5,295,300		1,344,683		1,857,346
21	Jul-08		1,654,790,176		30,534,564		16,360,649		30,959,756		4,367,623		1,651,546		2,041,590
22	Aug-08		1,594,700,073		32,628,035		15,084,172		33,095,933		4,189,682		1,541,552		2,104,907
23	Sep-08		1,533,008,895		34,737,621		15,023,641		32,501,411		4,491,577		1,505,499		2,299,612
24	Oct-08		1,473,602,989		37,288,009		12,328,482		32,158,851		4,157,206		1,523,802		2,249,589
25	Nov-08		1,422,849,206		39,565,596		9,248,722		32,160,548		5,214,832		1,522,124		2,221,249
26	Dec-08		1,367,111,694		42,396,763		9,507,160		37,751,370		5,203,432		1,949,723		2,358,592
27	Jan-09		1,313,422,037		44,372,745		10,379,225		31,741,801		5,433,744		1,626,443		2,832,405
28	Feb-09		1,261,115,970		46,892,889		10,013,234		29,729,136		4,008,951		1,489,335		2,788,887
29	Mar-09		1,202,002,989		49,254,802		12,281,215		29,378,411		3,986,224		1,288,898		2,914,656
30	Apr-09		1,146,425,570		51,543,201		12,368,951		26,622,486		4,217,431		1,564,036		2,786,948
31	May-09		1,094,951,079		53,449,947		11,440,556		27,212,834		3,876,445		1,485,105		3,034,881
32	Jun-09		1,040,925,905		55,135,107		11,755,670		28,464,918		3,957,630		1,441,149		3,185,415
33	Jul-09		986,362,249		56,761,838		12,618,268		27,604,722		3,626,003		1,527,390		3,453,390
34	Aug-09		936,685,557		58,190,199		10,908,860		28,447,758		3,645,243		1,245,487		3,601,198
35	Sep-09		889,223,909		59,403,968		10,053,495		27,877,931		3,008,544		1,314,176		3,720,380
36	Oct-09		842,082,300		61,005,277		10,191,576		27,879,313		3,014,157		1,305,691		3,974,755
37	Nov-09		797,729,475		62,282,399		9,925,213		27,462,602		3,926,517		1,154,011		4,195,029
38	Dec-09		753,074,805		63,589,364		9,636,826		26,482,610		3,129,407		1,160,466		4,300,848
39	Jan-10		711,910,572		64,640,752		8,717,324		24,429,480		2,707,154		929,044		4,524,076
40	Feb-10		671,328,180		65,694,960		8,637,702		16,864,868		1,960,861		1,037,875		4,413,684
41	Mar-10		625,530,125		66,365,568		10,483,033		16,095,765		1,380,429		773,796		4,450,042
42	Apr-10		586,002,172		66,744,084		9,202,283		15,668,313		1,536,688		761,149		4,421,047
43	May-10		550,549,441		66,976,605		7,996,892		14,946,211		1,487,318		753,588		4,447,100
44	Jun-10		511,358,724		67,452,870		9,354,797		15,956,734		1,991,960		639,253		4,700,046
45	Jul-10		475,140,187		67,677,087		8,542,973		15,375,658		1,526,322		726,205		4,660,956
46	Aug-10		439,783,613		68,117,897		8,813,409		14,286,011		1,863,164		610,622		4,622,743
47	Sep-10		406,891,485		68,535,798		7,395,510		14,120,207		1,537,101		764,271		4,573,489
48	Oct-10		376,386,663		68,670,490		6,259,916		12,344,360		1,399,139		607,315		4,621,989
49	Nov-10		347,092,106		68,862,550		5,735,722		13,259,097		1,489,354		648,268		4,737,426
50	Dec-10		318,200,573		69,218,256		5,354,192		13,156,342		1,398,654		551,347		4,730,364
51	Jan-11		291,198,174		69,393,130		5,238,853		11,850,314		1,415,690		480,679		4,751,006
52	Feb-11		265,516,245		69,633,693		5,142,315		9,939,521		1,154,778		480,025		4,636,940
53	Mar-11		237,606,743		69,668,205		6,404,095		8,676,483		859,120		466,364		4,492,337
54	Apr-11		214,262,652		69,742,934		4,986,313		8,778,905		942,206		496,181		4,349,676
55	May-11		191,747,961		69,766,904		4,538,506		9,071,296		886,933		323,626		4,353,134
56	Jun-11		170,643,630		69,920,537		3,976,584		7,597,634		858,602		320,935		4,192,243
57	Jul-11		152,521,233		69,998,969		3,279,425		6,771,156		662,274		283,240		4,066,117

Final Payment Date:  August 15, 2011

See page A-1 for footnotes

A-7

Ford Credit Auto Owner Trust 2007-A

Original Pool Characteristics

Closing Date	June 27, 2007			Scheduled Weighted Average Life(3)	2.48 years
Cutoff Date	June 1, 2007			Weighted Average Months After Origination (Seasoning)	6 months
Number of Receivables	102,246			Percentage New Vehicle(2)	86.95	%
Initial Pool Balance	$	2,224,998,964		Percentage Car(2)(4)	18.07	%
Principal Balance				Percentage Light Truck(2)(4)	46.52	%
Average	$	21,761		Percentage Utility(2)(4)	26.65	%
Highest	$	99,573		Percentage Other(2)(4)	8.76	%
Lowest	$	263		Percentage of Top 10 Makes/Models(2)	69.60	%
Original Amount Financed				Ford F-150	22.29%
Average	$	25,884		Ford F-250	8.55
Highest	$	178,058		Ford Explorer	7.32
Lowest	$	799		Ford F-350	6.52
Annual Percentage Rate (APR)				Ford Escape	5.62
Weighted average(1)	4.39		%	Ford Expedition	5.57
Highest	29.90		%	Ford Fusion	4.25
Lowest	0.00		%	Ford Mustang	4.10
APR greater than or equal to 20 percent(2)	0.27		%	Ford Focus	3.09
Original Term				Ford Five Hundred	2.29
Weighted average(1)	62.5 months			Percentage in Top 5 States(2)(5)	40.91	%
Original term greater than 60 months(2)	39.51		%	Texas	11.82%
Longest	72 months			California	10.88
Shortest	12 months			Florida	9.44
Remaining Term				Georgia	4.40
Weighted average(1)	56.5 months			Illinois	4.37
Remaining term greater than 60 months(2)	35.50		%	Weighted average(1) FICO® score(6) at origination	705
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	2 months			for original term greater than 60 months	688

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Jun-07	$	2,163,725,231	$	8,264	$	18,779,943	$	12,807,206	$	10,234	$	–	$	–
2	Jul-07		2,101,470,055		130,121		18,200,360		14,993,834		1,130,849		–		11,952
3	Aug-07		2,041,066,208		487,333		17,789,819		18,004,514		1,741,524		198,733		–
4	Sep-07		1,987,203,304		1,136,765		15,416,313		20,855,007		2,155,732		532,181		109,713
5	Oct-07		1,926,777,827		2,294,941		16,599,195		19,876,520		1,864,063		520,894		188,106
6	Nov-07		1,870,708,807		3,162,973		16,934,418		21,258,738		2,362,637		555,630		259,968
7	Dec-07		1,817,761,586		4,464,678		13,751,438		27,069,063		3,678,180		661,512		322,176
8	Jan-08		1,762,635,335		5,644,505		15,516,300		24,012,410		3,380,777		889,898		569,922
9	Feb-08		1,708,922,116		7,010,713		14,564,251		23,028,249		2,761,667		988,180		574,048
10	Mar-08		1,652,349,888		8,275,012		17,118,099		22,642,268		2,823,053		746,683		893,883
11	Apr-08		1,597,982,475		9,937,439		15,465,975		21,241,840		2,859,032		540,002		918,737
12	May-08		1,545,898,208		11,542,418		14,194,391		25,576,568		2,710,339		769,002		723,642
13	Jun-08		1,496,016,847		13,134,709		11,759,335		24,745,690		3,851,782		780,986		932,793
14	Jul-08		1,445,436,170		15,009,332		12,679,679		24,439,105		2,898,731		1,177,873		928,078
15	Aug-08		1,398,391,153		17,072,802		11,454,089		26,224,797		3,587,842		834,485		1,295,016
16	Sep-08		1,349,204,021		18,803,547		11,770,104		22,866,485		4,186,795		984,633		1,221,542
17	Oct-08		1,300,645,955		21,223,789		10,761,523		24,425,868		3,336,459		1,252,721		1,414,950
18	Nov-08		1,259,882,517		23,244,438		7,882,873		24,673,522		4,240,826		964,203		1,595,783
19	Dec-08		1,215,273,311		25,347,811		8,307,458		29,379,458		4,656,925		1,594,219		1,504,634
20	Jan-09		1,171,410,083		27,392,365		8,653,404		27,807,653		3,651,052		1,340,954		1,909,098
21	Feb-09		1,127,281,670		30,036,773		8,950,146		21,822,370		3,083,197		717,590		1,715,349
22	Mar-09		1,078,263,166		32,303,552		10,486,246		24,202,056		2,681,266		915,366		1,653,757
23	Apr-09		1,033,548,176		33,834,579		10,476,596		20,506,984		3,221,392		1,128,526		1,749,322
24	May-09		991,772,075		35,319,514		9,667,691		22,882,773		3,188,680		1,087,747		1,906,428
25	Jun-09		947,067,954		36,625,399		10,352,525		22,226,383		3,369,116		1,095,319		1,722,026
26	Jul-09		901,547,961		37,989,906		10,584,263		22,661,492		3,254,069		1,147,278		1,934,346
27	Aug-09		860,733,951		39,288,583		8,567,061		25,104,030		3,095,721		958,254		2,202,118
28	Sep-09		820,215,324		40,555,555		9,034,493		23,839,681		2,622,997		872,276		2,269,770
29	Oct-09		779,527,603		41,803,013		9,618,545		23,598,463		2,691,380		920,282		2,455,535
30	Nov-09		741,823,819		43,241,812		8,533,140		24,482,780		3,023,485		962,253		2,541,431
31	Dec-09		703,517,097		44,543,696		8,731,984		23,522,807		2,920,013		938,397		2,688,033
32	Jan-10		667,291,543		45,698,451		8,174,334		22,366,314		2,333,592		952,141		3,015,072
33	Feb-10		633,143,392		46,583,770		7,203,866		14,479,029		1,669,365		739,127		3,091,945
34	Mar-10		593,397,964		47,295,156		10,192,635		14,765,574		1,726,924		726,433		2,979,985
35	Apr-10		558,473,851		48,034,932		9,470,134		13,343,281		1,679,218		840,153		2,911,158
36	May-10		527,056,823		48,432,739		8,593,202		12,593,627		1,450,893		941,477		2,910,634
37	Jun-10		494,151,445		48,862,629		8,344,235		15,101,319		1,464,046		723,865		3,201,206
38	Jul-10		463,250,612		49,165,290		7,788,127		14,491,269		1,508,521		693,470		3,268,770
39	Aug-10		432,453,713		49,404,995		8,305,910		13,689,480		1,327,066		854,309		3,282,554
40	Sep-10		403,811,208		49,773,858		6,919,148		12,732,566		1,559,256		549,715		3,535,419
41	Oct-10		377,004,955		50,073,914		6,387,907		11,555,235		1,456,990		683,454		3,455,952
42	Nov-10		349,787,194		50,549,712		6,472,069		12,920,706		1,632,041		518,666		3,505,538
43	Dec-10		324,141,521		50,780,062		5,694,710		12,213,059		1,422,865		584,216		3,453,829
44	Jan-11		300,419,943		51,063,298		5,118,211		11,931,569		1,267,422		417,465		3,464,687
45	Feb-11		277,493,159		51,230,651		5,056,211		9,913,710		1,300,269		373,075		3,379,530
46	Mar-11		251,902,893		51,288,482		6,507,542		8,474,881		737,498		396,057		3,319,474
47	Apr-11		230,652,124		51,366,194		4,912,523		8,506,585		855,650		228,150		3,337,085
48	May-11		209,739,503		51,463,429		4,907,268		9,123,925		830,370		368,856		3,206,761
49	Jun-11		190,277,032		51,564,310		4,006,420		7,553,388		723,967		266,946		3,256,508
50	Jul-11		172,949,566		51,534,660		3,463,736		6,949,517		628,684		279,707		3,124,671
51	Aug-11		154,761,841		51,649,292		3,942,224		7,133,134		753,583		267,841		3,070,182
52	Sep-11		138,687,335		51,748,131		3,274,793		6,546,354		629,876		230,310		3,028,698
53	Oct-11		123,945,554		51,873,659		2,610,545		6,776,086		552,825		218,363		2,932,028
54	Nov-11		109,969,499		51,949,076		2,594,516		6,366,304		511,249		196,067		2,881,290

Final Payment Date: December 15, 2011

See page A-1 for footnotes

A-8

Ford Credit Auto Owner Trust 2007-B

Original Pool Characteristics

Closing Date	October 17, 2007			Scheduled Weighted Average Life(3)	2.17 years
Cutoff Date	October 1, 2007			Weighted Average Months After Origination (Seasoning)	12.2 months
Number of Receivables	199,541			Percentage New Vehicle(2)	86.89	%
Initial Pool Balance	$	3,369,998,998		Percentage Car(2)(4)	17.94	%
Principal Balance				Percentage Light Truck(2)(4)	43.20	%
Average	$	16,889		Percentage Utility(2)(4)	28.81	%
Highest	$	99,827		Percentage Other(2)(4)	10.06	%
Lowest	$	254		Percentage of Top 10 Makes/Models(2)	66.55	%
Original Amount Financed				Ford F-150	21.68%
Average	$	25,169		Ford Explorer	8.88
Highest	$	166,323		Ford F-250	6.64
Lowest	$	951		Ford Expedition	6.07
Annual Percentage Rate (APR)				Ford F-350	5.37
Weighted average(1)	4.36		%	Ford Escape	4.63
Highest	29.99		%	Ford Mustang	4.04
Lowest	0.00		%	Ford Fusion	3.37
APR greater than or equal to 20 percent(2)	0.21		%	Ford Focus	3.14
Original Term				Mazda Mazda 3	2.73
Weighted average(1)	61.5 months			Percentage in Top 5 States(2)(5)	38.81	%
Original term greater than 60 months(2)	34.82		%	California	10.80%
Longest	72 months			Texas	10.57
Shortest	6 months			Florida	8.19
Remaining Term				New York	4.95
Weighted average(1)	49.3 months			Pennsylvania	4.30
Remaining term greater than 60 months(2)	21.87		%	Weighted average(1) FICO® score(6) at origination	712
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	2 months			for original term greater than 60 months	692

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Oct-07	$	3,248,778,394	$	6,087	$	32,890,112	$	20,231,273	$	174,881	$	21,535	$	–
2	Nov-07		3,139,676,846		153,918		27,178,509		23,263,694		1,921,351		57,464		–
3	Dec-07		3,034,073,235		643,845		25,048,789		30,554,608		2,771,262		568,150		–
4	Jan-08		2,926,961,406		1,627,926		25,099,027		27,448,534		2,748,230		788,546		230,921
5	Feb-08		2,820,626,761		3,228,200		26,424,263		24,726,631		2,231,668		816,367		598,944
6	Mar-08		2,711,275,391		4,716,001		28,760,310		25,815,228		2,602,080		827,186		714,450
7	Apr-08		2,605,898,968		6,161,609		29,243,953		25,521,881		2,865,155		699,200		830,875
8	May-08		2,507,168,116		8,012,225		24,146,894		30,322,361		3,384,689		881,442		898,092
9	Jun-08		2,412,719,152		9,593,927		21,317,031		31,481,691		4,959,764		1,234,630		999,601
10	Jul-08		2,318,322,239		12,000,568		20,926,219		30,615,349		3,836,222		1,474,939		1,095,705
11	Aug-08		2,232,882,840		14,110,350		18,322,408		31,581,953		4,620,779		1,305,078		1,403,941
12	Sep-08		2,143,528,477		16,635,580		19,680,201		30,419,245		4,075,106		1,619,984		1,498,929
13	Oct-08		2,058,093,283		19,077,417		17,853,456		31,576,475		4,651,066		1,138,919		1,837,857
14	Nov-08		1,986,953,361		21,189,905		12,248,911		31,875,563		4,932,227		1,173,212		1,957,777
15	Dec-08		1,907,812,570		24,066,531		13,138,523		37,430,396		5,365,984		1,895,588		1,974,386
16	Jan-09		1,832,530,390		26,435,164		12,932,119		33,113,606		5,950,440		1,459,589		2,647,240
17	Feb-09		1,759,998,637		29,215,264		13,019,695		29,034,153		4,043,385		1,876,711		2,367,560
18	Mar-09		1,678,273,926		32,062,589		16,301,994		32,124,976		3,683,938		1,516,649		2,814,710
19	Apr-09		1,603,407,797		34,301,763		15,616,532		28,427,538		4,541,290		1,449,580		2,931,152
20	May-09		1,534,602,894		36,602,517		13,679,884		29,874,568		4,205,709		1,632,674		2,832,431
21	Jun-09		1,460,652,817		38,753,857		16,400,109		29,456,197		4,413,974		1,312,562		2,853,265
22	Jul-09		1,387,913,692		40,555,751		16,235,217		31,889,532		3,788,912		1,341,223		2,866,518
23	Aug-09		1,321,457,196		42,354,769		13,798,146		32,472,534		3,781,954		1,516,167		2,843,656
24	Sep-09		1,256,472,688		44,220,682		13,854,325		31,356,292		3,745,857		1,331,482		2,735,974
25	Oct-09		1,193,994,108		45,675,582		13,867,436		31,501,970		3,394,047		1,522,774		2,845,472
26	Nov-09		1,134,068,007		47,522,912		13,482,750		32,995,588		4,038,006		1,756,063		2,997,166
27	Dec-09		1,075,122,849		49,391,654		12,441,395		32,707,057		3,748,406		1,105,834		3,230,402
28	Jan-10		1,021,117,636		50,725,288		11,504,132		28,701,266		4,107,244		1,106,731		3,315,877
29	Feb-10		967,506,305		51,809,194		11,226,312		20,850,253		2,691,667		1,146,842		3,263,471
30	Mar-10		904,819,778		52,854,453		16,146,486		20,582,249		2,138,845		978,795		3,246,639
31	Apr-10		851,480,214		53,602,140		13,862,955		20,042,603		2,466,630		934,880		3,273,047
32	May-10		803,998,440		54,060,723		12,135,373		19,258,822		2,434,474		948,304		3,288,455
33	Jun-10		753,109,764		54,743,703		13,203,480		20,028,194		2,552,062		1,148,700		3,535,651
34	Jul-10		705,935,880		55,281,142		12,328,537		19,324,433		2,316,748		1,323,976		3,760,136
35	Aug-10		660,298,338		55,961,315		12,493,115		18,206,516		2,072,875		983,057		4,002,973
36	Sep-10		618,341,768		56,724,599		10,689,215		17,348,043		1,781,868		877,237		3,935,243
37	Oct-10		580,219,172		57,167,050		9,615,159		15,695,842		2,037,810		810,232		4,001,213
38	Nov-10		542,616,298		57,568,384		9,325,220		17,349,373		2,118,985		887,003		4,043,114
39	Dec-10		506,604,276		58,015,593		7,990,980		17,946,634		1,679,462		873,329		4,139,389
40	Jan-11		472,352,769		58,438,511		8,143,139		16,711,321		2,374,151		448,450		4,304,772
41	Feb-11		439,997,778		58,831,573		7,125,420		13,796,282		1,842,466		699,393		4,131,314
42	Mar-11		403,132,733		59,029,433		10,433,124		12,527,500		1,410,826		387,105		4,129,967
43	Apr-11		372,322,419		59,200,364		7,577,417		12,745,047		1,258,545		677,408		3,839,096
44	May-11		342,911,637		59,320,660		6,896,292		13,696,725		1,455,712		665,760		3,943,536
45	Jun-11		313,884,270		59,481,046		6,782,742		11,406,270		1,086,609		507,996		3,908,221
46	Jul-11		288,239,413		59,687,353		5,763,430		10,462,984		1,070,163		512,286		3,804,756
47	Aug-11		261,803,713		59,965,657		5,854,228		10,579,296		1,205,492		523,235		3,753,200
48	Sep-11		238,203,638		59,995,094		4,953,865		9,693,225		982,100		430,205		3,644,381
49	Oct-11		216,368,102		60,192,132		4,244,263		10,331,763		862,412		517,186		3,565,528
50	Nov-11		195,598,361		60,265,014		3,950,549		9,355,823		923,651		428,505		3,534,821
51	Dec-11		175,840,376		60,465,834		3,650,525		9,786,801		698,192		289,155		3,455,974
52	Jan-12		156,577,576		60,442,360		3,747,619		7,966,237		727,719		266,818		3,393,910

Final Payment Date: February 15, 2012

See page A-1 for footnotes

A-9

Ford Credit Auto Owner Trust 2008-A

Original Pool Characteristics

Closing Date	January 23, 2008			Scheduled Weighted Average Life(3)	2.18 years
Cutoff Date	January 1, 2008			Weighted Average Months After Origination (Seasoning)	11.9 months
Number of Receivables	140,730			Percentage New Vehicle(2)	86.15	%
Initial Pool Balance	$	2,399,999,233		Percentage Car(2)(4)	17.83	%
Principal Balance				Percentage Light Truck(2)(4)	42.65	%
Average	$	17,054		Percentage Utility(2)(4)	29.03	%
Highest	$	99,625		Percentage Other(2)(4)	10.50	%
Lowest	$	253		Percentage of Top 10 Makes/Models(2)	66.48	%
Original Amount Financed				Ford F-150	21.65%
Average	$	25,368		Ford Explorer	8.34
Highest	$	176,269		Ford F-250	6.40
Lowest	$	1,347		Ford Expedition	5.80
Annual Percentage Rate (APR)				Ford F-350	5.12
Weighted average(1)	4.51		%	Ford Escape	4.51
Highest	29.99		%	Ford Mustang	4.32
Lowest	0.00		%	Ford Edge	3.57
APR greater than or equal to 20 percent(2)	0.23		%	Ford Fusion	3.43
Original Term				Ford Focus	3.34
Weighted average(1)	61.3 months			Percentage in Top 5 States(2)(5)	39.79	%
Original term greater than 60 months(2)	34.83		%	California	12.53%
Longest	72 months			Texas	10.52
Shortest	9 months			Florida	7.99
Remaining Term				New York	4.66
Weighted average(1)	49.4 months			Illinois	4.09
Remaining term greater than 60 months(2)	22.64		%	Weighted average(1) FICO® score(6) at origination	711
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	2 months			for original term greater than 60 months	689

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Jan-08	$	2,319,126,566	$	7,928	$	20,990,186	$	16,942,607	$	117,305	$	–	$	3,712
2	Feb-08		2,240,142,290		97,101		20,379,165		16,407,551		984,832		–		–
3	Mar-08		2,158,686,354		536,671		21,868,956		17,946,484		1,817,168		301,124		–
4	Apr-08		2,080,126,968		1,100,473		21,424,413		17,989,318		1,471,405		563,301		112,555
5	May-08		2,005,243,063		2,168,214		18,620,037		22,575,349		2,150,495		376,740		487,300
6	Jun-08		1,932,218,984		3,410,284		17,267,480		22,657,143		2,962,440		562,982		258,420
7	Jul-08		1,860,761,139		5,003,648		16,195,010		21,565,833		3,142,387		946,018		300,613
8	Aug-08		1,796,620,701		6,271,085		13,660,223		23,917,995		2,797,993		1,007,832		645,386
9	Sep-08		1,729,598,870		8,041,286		13,966,900		23,002,710		3,644,357		1,169,102		729,143
10	Oct-08		1,664,101,274		10,027,727		13,107,548		23,948,162		3,005,992		1,118,448		818,329
11	Nov-08		1,609,684,073		11,810,074		9,117,073		25,644,522		3,194,358		1,200,696		960,675
12	Dec-08		1,548,567,113		14,177,585		10,295,137		29,206,253		4,286,737		1,315,853		1,517,254
13	Jan-09		1,491,069,457		15,772,703		10,236,098		27,456,993		4,082,969		1,233,892		1,855,288
14	Feb-09		1,434,418,803		18,208,534		10,193,509		23,376,176		3,266,916		871,750		1,629,624
15	Mar-09		1,371,083,520		20,511,313		12,440,457		23,880,783		3,247,956		1,135,991		1,619,862
16	Apr-09		1,313,061,296		22,487,669		12,450,165		23,150,668		3,623,150		1,384,565		1,693,082
17	May-09		1,259,525,718		24,193,604		11,054,408		23,188,129		3,838,455		1,292,779		2,066,438
18	Jun-09		1,202,445,581		26,341,819		11,752,681		24,518,433		3,294,434		1,253,387		2,011,373
19	Jul-09		1,146,962,173		27,911,164		12,244,472		25,354,863		2,933,007		1,296,689		2,084,040
20	Aug-09		1,095,134,913		29,259,423		11,240,863		27,412,868		3,242,482		1,184,310		2,289,346
21	Sep-09		1,044,770,997		30,289,560		11,027,977		25,464,375		3,150,655		938,649		2,451,070
22	Oct-09		993,965,181		31,911,123		11,387,458		24,510,212		2,811,427		935,036		2,531,815
23	Nov-09		947,707,044		33,398,945		9,955,450		26,517,406		3,305,331		956,784		2,531,448
24	Dec-09		900,864,068		34,858,780		10,587,538		27,443,439		2,255,783		840,300		2,820,014
25	Jan-10		857,213,825		35,987,533		9,613,374		23,968,083		2,959,961		903,309		2,944,569
26	Feb-10		815,311,104		36,920,260		8,987,163		17,358,179		2,126,723		952,855		2,938,947
27	Mar-10		764,885,402		38,093,320		12,611,719		16,703,891		1,850,264		804,209		2,997,363
28	Apr-10		721,983,286		39,006,212		10,793,666		16,241,523		1,977,119		756,613		2,976,619
29	May-10		684,018,829		39,510,413		9,519,356		15,497,607		1,737,910		587,887		2,832,274
30	Jun-10		642,733,618		40,225,679		10,401,041		17,470,343		1,781,502		814,124		2,893,395
31	Jul-10		604,845,105		40,721,667		9,577,299		15,859,041		2,340,320		823,141		3,114,909
32	Aug-10		567,625,566		41,139,838		10,392,998		16,545,892		1,683,479		899,208		3,173,136
33	Sep-10		532,557,340		41,781,627		9,219,533		15,747,968		1,852,800		775,137		3,297,048
34	Oct-10		500,139,002		42,154,677		8,450,192		13,920,568		1,520,556		721,213		3,312,405
35	Nov-10		468,591,947		42,637,287		7,908,331		15,626,007		2,119,812		821,121		3,326,582
36	Dec-10		438,489,218		43,193,330		7,125,492		14,947,365		1,553,901		728,883		3,331,056
37	Jan-11		409,974,362		43,566,186		6,960,036		14,459,992		1,735,932		527,588		3,402,011
38	Feb-11		383,327,538		43,750,022		6,053,964		12,486,076		1,493,323		561,889		3,309,610
39	Mar-11		353,006,467		44,032,525		8,380,172		10,026,582		1,099,133		538,243		3,306,281
40	Apr-11		327,810,823		44,162,187		6,439,099		10,714,410		1,069,332		469,332		3,176,404
41	May-11		303,084,181		44,263,548		6,199,526		11,406,508		1,538,553		554,959		3,150,060
42	Jun-11		279,054,548		44,472,000		6,164,596		9,993,202		1,391,884		358,567		3,128,539
43	Jul-11		257,161,734		44,627,620		5,296,534		9,363,420		1,242,085		380,985		3,111,894
44	Aug-11		234,921,418		44,768,920		5,428,620		9,677,653		1,092,823		376,956		2,993,554
45	Sep-11		214,956,990		44,945,039		4,390,860		9,073,283		905,346		466,066		2,862,047
46	Oct-11		196,477,542		45,106,761		3,662,463		9,664,011		807,472		438,112		2,824,166
47	Nov-11		178,914,240		45,173,374		3,758,347		8,801,512		881,109		395,907		2,764,640
48	Dec-11		161,866,786		45,343,259		3,465,548		8,671,410		737,792		263,327		2,733,062
49	Jan-12		145,704,905		45,439,709		3,224,980		7,237,250		852,299		180,135		2,716,625
50	Feb-12		130,413,497		45,440,429		3,092,240		5,453,924		572,545		297,684		2,569,818
51	Mar-12		115,590,998		45,491,586		3,112,175		5,732,969		368,147		271,693		2,438,617

Final Payment Date: April 16, 2012

See page A-1 for footnotes

A-10

Ford Credit Auto Owner Trust 2008-B

Original Pool Characteristics

Closing Date	April 22, 2008			Scheduled Weighted Average Life(3)	2.31 years
Cutoff Date	April 1, 2008			Weighted Average Months After Origination (Seasoning)	9.2 months
Number of Receivables	94,331			Percentage New Vehicle(2)	84.61	%
Initial Pool Balance	$	1,739,998,150		Percentage Car(2)(4)	17.94	%
Principal Balance				Percentage Light Truck(2)(4)	43.78	%
Average	$	18,446		Percentage Utility(2)(4)	27.16	%
Highest	$	95,916		Percentage Other(2)(4)	11.12	%
Lowest	$	250		Percentage of Top 10 Makes/Models(2)	68.06	%
Original Amount Financed				Ford F-150	21.45%
Average	$	25,185		Ford F-250	7.09
Highest	$	159,246		Ford Explorer	6.56
Lowest	$	542		Ford F-350	5.71
Annual Percentage Rate (APR)				Ford Expedition	5.67
Weighted average(1)	4.84		%	Ford Escape	4.83
Highest	29.99		%	Ford Focus	4.81
Lowest	0.00		%	Ford Edge	4.46
APR greater than or equal to 20 percent(2)	0.30		%	Ford Mustang	4.23
Original Term				Mazda Mazda 3	3.25
Weighted average(1)	61.3 months			Percentage in Top 5 States(2)(5)	40.36	%
Original term greater than 60 months(2)	35.26		%	Texas	12.76%
Longest	72 months			California	11.35
Shortest	12 months			Florida	7.99
Remaining Term				Illinois	4.20
Weighted average(1)	52.1 months			New York	4.06
Remaining term greater than 60 months(2)	26.03		%	Weighted average(1) FICO® score(6) at origination	707
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	1 month			for original term greater than 60 months	685

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Apr-08	$	1,680,758,046	$	1,008	$	19,616,367	$	10,299,666	$	22,718	$	–	$	–
2	May-08		1,625,363,479		184,917		16,282,132		14,321,995		967,582		–		–
3	Jun-08		1,571,852,847		550,610		14,547,766		14,675,145		1,737,930		156,495		–
4	Jul-08		1,518,880,370		1,365,688		13,855,508		16,172,489		1,894,700		694,888		13,859
5	Aug-08		1,471,709,473		2,142,488		11,382,912		17,011,281		2,131,901		567,799		321,327
6	Sep-08		1,423,390,941		2,941,920		10,797,149		17,309,528		2,634,553		582,879		447,372
7	Oct-08		1,375,848,307		4,507,540		9,768,385		18,355,195		2,054,564		585,809		559,742
8	Nov-08		1,335,987,937		5,951,803		6,657,025		18,723,269		2,827,562		585,572		321,727
9	Dec-08		1,292,372,906		7,322,143		7,321,902		24,608,746		4,046,463		742,411		592,312
10	Jan-09		1,249,611,494		8,478,376		8,651,854		21,765,206		3,289,733		1,014,332		693,272
11	Feb-09		1,207,847,025		10,364,374		7,223,810		18,307,923		2,684,936		1,016,215		851,672
12	Mar-09		1,160,341,497		12,059,472		9,956,916		20,445,946		1,944,822		610,637		1,226,001
13	Apr-09		1,117,052,795		13,497,790		9,518,142		18,841,738		3,000,676		737,130		1,167,355
14	May-09		1,077,932,857		14,676,701		7,720,442		19,575,231		2,757,183		983,036		896,004
15	Jun-09		1,034,970,995		16,167,421		9,211,752		20,811,456		3,679,410		837,184		1,199,608
16	Jul-09		991,616,366		17,659,645		9,835,608		23,108,750		2,940,483		1,129,236		1,107,105
17	Aug-09		951,503,201		19,014,448		8,678,597		22,915,444		3,670,352		1,075,836		1,335,194
18	Sep-09		912,169,252		20,223,009		8,919,854		22,172,006		2,834,970		1,322,590		1,508,301
19	Oct-09		872,956,535		21,772,333		9,061,129		21,613,706		2,631,343		1,081,490		1,781,427
20	Nov-09		836,009,643		23,258,684		8,710,113		23,657,273		3,404,052		889,673		1,987,929
21	Dec-09		799,606,689		24,485,970		7,946,802		23,730,603		2,746,394		1,052,859		1,952,026
22	Jan-10		765,302,495		25,385,380		7,813,967		21,946,891		2,764,020		863,110		2,116,807
23	Feb-10		732,061,890		26,365,023		6,599,913		14,684,671		2,182,177		727,811		2,134,213
24	Mar-10		692,185,706		27,297,936		10,440,948		14,828,689		1,750,365		878,843		2,215,825
25	Apr-10		657,333,513		28,188,917		9,570,137		14,679,405		1,913,937		654,140		2,172,042
26	May-10		625,902,686		28,871,231		8,201,633		13,607,625		1,465,902		549,887		2,257,269
27	Jun-10		592,063,863		29,171,405		9,298,584		15,675,795		2,371,103		448,144		2,325,802
28	Jul-10		560,739,764		29,651,946		8,503,846		15,912,177		2,051,739		822,304		2,225,621
29	Aug-10		528,614,737		30,343,518		9,106,855		14,962,872		1,932,029		776,947		2,504,293
30	Sep-10		498,300,700		30,866,295		8,891,209		13,349,745		1,564,774		870,136		2,514,584
31	Oct-10		471,137,301		31,260,698		6,769,688		12,487,042		1,534,676		872,154		2,456,162
32	Nov-10		444,373,362		31,854,314		6,687,133		14,610,155		2,079,830		645,229		2,688,873
33	Dec-10		418,008,703		32,353,522		6,763,729		14,867,141		1,659,318		581,797		2,722,873
34	Jan-11		393,432,667		32,768,589		6,107,003		13,836,233		1,423,878		716,464		2,856,132
35	Feb-11		370,675,281		33,002,457		5,556,378		11,419,778		1,429,581		610,671		2,991,449
36	Mar-11		344,900,850		33,348,625		7,598,951		10,626,581		1,044,860		385,601		3,065,057
37	Apr-11		323,258,709		33,526,692		6,079,714		9,660,062		1,177,923		586,217		2,867,596
38	May-11		302,200,801		33,667,034		5,595,291		11,384,151		1,010,192		497,375		2,842,925
39	Jun-11		281,444,456		33,913,587		5,393,464		9,613,870		1,204,080		427,236		2,752,159
40	Jul-11		262,691,064		34,110,575		5,049,172		8,918,207		1,050,723		392,740		2,653,885
41	Aug-11		243,217,949		34,325,166		5,090,480		9,798,596		961,734		361,211		2,718,950
42	Sep-11		225,019,060		34,544,056		4,585,707		8,928,145		840,523		400,770		2,746,847
43	Oct-11		208,107,426		34,670,442		4,105,347		9,636,727		839,548		413,583		2,745,256
44	Nov-11		191,814,758		34,684,303		3,985,676		8,391,502		1,020,337		351,763		2,635,183
45	Dec-11		176,053,997		34,981,452		3,468,938		8,591,772		776,210		347,433		2,575,091
46	Jan-12		161,120,136		34,952,752		3,461,136		7,190,117		820,646		240,832		2,521,140
47	Feb-12		146,489,819		35,065,338		3,552,022		5,699,389		582,223		249,653		2,373,122
48	Mar-12		132,367,220		35,050,522		3,562,585		6,141,470		385,715		287,311		2,358,346
49	Apr-12		119,742,275		35,112,210		3,017,428		6,101,118		570,297		152,656		2,339,751
50	May-12		107,915,933		35,064,643		2,747,772		5,550,225		562,867		186,485		2,258,958
51	Jun-12		97,386,895		35,077,206		2,205,081		5,401,723		625,013		199,449		2,253,368
52	Jul-12		86,966,037		35,067,250		2,076,725		5,167,883		594,083		247,274		2,352,893

Final Payment Date: August 15, 2012

See page A-1 for footnotes

A-11

Ford Credit Auto Owner Trust 2008-C

Original Pool Characteristics

Closing Date	May 22, 2008			Scheduled Weighted Average Life(3)	2.32 years
Cutoff Date	May 1, 2008			Weighted Average Months After Origination (Seasoning)	8.7 months
Number of Receivables	338,143			Percentage New Vehicle(2)	84.14	%
Initial Pool Balance	$	6,254,185,031		Percentage Car(2)(4)	18.73	%
Principal Balance				Percentage Light Truck(2)(4)	43.00	%
Average	$	18,496		Percentage Utility(2)(4)	26.83	%
Highest	$	99,897		Percentage Other(2)(4)	11.44	%
Lowest	$	251		Percentage of Top 10 Makes/Models(2)	67.92	%
Original Amount Financed				Ford F-150	21.33%
Average	$	24,921		Ford F-250	6.87
Highest	$	202,640		Ford Explorer	6.45
Lowest	$	669		Ford Expedition	5.58
Annual Percentage Rate (APR)				Ford Focus	5.55
Weighted average(1)	4.93		%	Ford F-350	5.37
Highest	29.99		%	Ford Escape	4.78
Lowest	0.00		%	Ford Edge	4.43
APR greater than or equal to 20 percent(2)	0.34		%	Ford Mustang	4.30
Original Term				Mazda Mazda 3	3.26
Weighted average(1)	61.5 months			Percentage in Top 5 States(2)(5)	39.89	%
Original term greater than 60 months(2)	35.68		%	Texas	12.74%
Longest	72 months			California	10.91
Shortest	6 months			Florida	8.01
Remaining Term				Illinois	4.22
Weighted average(1)	52.8 months			New York	4.01
Remaining term greater than 60 months(2)	26.96		%	Weighted average(1) FICO® score(6) at origination	707
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	2 months			for original term greater than 60 months	686

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	May-08	$	6,038,271,227	$	14,542	$	74,596,681	$	42,891,482	$	160,246	$	26,263	$	–
2	Jun-08		5,839,791,912		545,514		57,860,207		49,900,305		5,237,580		147,651		–
3	Jul-08		5,642,737,137		1,925,802		57,501,333		52,694,387		5,824,907		1,490,671		31,530
4	Aug-08		5,469,313,096		4,525,094		44,717,340		57,571,768		6,049,139		1,741,848		593,539
5	Sep-08		5,292,827,902		7,824,054		41,677,853		60,351,971		7,593,317		1,923,763		1,016,898
6	Oct-08		5,123,292,521		11,971,889		35,241,645		65,757,608		7,520,820		2,244,413		1,320,719
7	Nov-08		4,979,407,994		15,907,993		26,020,111		67,861,589		9,098,079		2,241,619		1,972,622
8	Dec-08		4,819,961,431		20,917,643		28,859,432		86,617,072		11,507,078		3,127,377		2,072,293
9	Jan-09		4,665,780,175		25,832,191		28,717,879		78,264,573		12,774,503		3,476,867		2,657,605
10	Feb-09		4,515,356,944		32,015,353		28,201,289		68,975,292		8,901,208		3,139,939		3,187,494
11	Mar-09		4,346,325,946		37,844,485		33,975,858		72,996,243		9,549,917		3,103,186		3,692,708
12	Apr-09		4,188,725,878		43,422,041		34,188,203		67,309,714		11,614,309		2,676,213		4,317,934
13	May-09		4,042,965,219		48,966,756		29,586,611		71,802,260		10,465,445		3,648,327		3,971,070
14	Jun-09		3,885,639,137		54,331,810		33,749,951		77,178,364		10,531,666		3,348,345		4,743,345
15	Jul-09		3,730,343,014		59,709,174		34,287,188		80,753,887		10,445,195		3,916,508		4,625,582
16	Aug-09		3,585,843,483		64,700,007		31,479,632		81,915,363		11,904,375		3,663,502		5,112,529
17	Sep-09		3,443,664,759		69,268,403		31,604,097		79,660,738		10,457,173		3,306,256		4,805,911
18	Oct-09		3,301,398,498		74,319,705		31,800,548		84,628,710		9,030,091		2,993,008		5,509,717
19	Nov-09		3,167,329,687		79,288,980		30,886,910		86,899,544		12,331,112		3,681,476		6,194,489
20	Dec-09		3,032,119,940		84,811,285		29,614,137		85,512,576		10,677,785		3,966,332		6,368,258
21	Jan-10		2,905,385,717		88,971,637		28,896,231		79,966,803		9,029,586		3,457,686		7,376,151
22	Feb-10		2,783,339,285		92,490,749		26,499,493		56,212,935		7,162,312		3,043,592		7,578,657
23	Mar-10		2,636,689,960		96,724,704		38,569,743		56,822,334		6,085,143		2,451,454		7,623,266
24	Apr-10		2,509,777,585		99,083,161		35,823,914		53,600,762		7,557,832		2,123,736		7,648,780
25	May-10		2,394,924,492		100,767,594		31,289,106		53,776,961		6,882,167		2,553,109		7,417,395
26	Jun-10		2,269,903,520		102,743,839		34,353,523		58,672,431		6,907,431		2,556,277		7,685,274
27	Jul-10		2,151,414,602		105,282,204		32,966,539		57,824,913		6,628,038		2,853,224		7,638,741
28	Aug-10		2,035,195,719		107,164,523		35,339,196		56,233,300		6,810,134		2,569,943		8,108,815
29	Sep-10		1,926,112,980		109,323,618		29,924,735		54,280,031		6,692,882		2,771,991		8,189,643
30	Oct-10		1,822,220,493		111,325,366		28,954,602		47,048,697		5,846,886		2,633,586		8,485,438
31	Nov-10		1,721,300,332		113,220,271		26,570,273		50,769,759		7,138,159		2,639,164		8,616,471
32	Dec-10		1,624,299,367		114,848,195		24,647,266		53,791,665		5,745,506		2,706,050		8,987,694
33	Jan-11		1,533,171,980		116,192,886		24,036,699		52,433,941		6,683,087		2,485,742		9,447,656
34	Feb-11		1,446,470,732		117,524,149		21,964,313		43,163,485		5,188,664		2,587,100		9,399,416
35	Mar-11		1,348,250,259		118,624,721		30,009,489		40,485,533		4,543,149		2,008,840		9,093,455
36	Apr-11		1,266,163,318		119,555,417		23,547,653		36,637,778		4,886,351		2,020,506		8,878,966
37	May-11		1,186,929,205		120,258,367		21,954,017		43,689,654		4,523,986		2,074,843		9,229,182
38	Jun-11		1,107,651,117		121,119,296		22,417,910		35,708,540		4,670,903		1,908,901		9,346,964
39	Jul-11		1,035,910,726		121,827,909		19,673,636		34,336,542		3,941,731		1,808,420		9,591,432
40	Aug-11		960,758,052		122,381,864		20,679,073		36,680,207		4,398,396		1,813,073		9,375,296
41	Sep-11		892,610,737		123,259,446		17,505,728		33,885,416		3,288,749		1,676,700		9,435,219
42	Oct-11		827,874,552		124,013,727		15,911,660		36,230,596		3,102,588		1,414,470		9,312,748
43	Nov-11		767,337,714		124,423,630		14,136,405		33,424,994		3,699,803		1,256,440		9,375,248
44	Dec-11		709,080,818		125,215,414		13,217,396		34,045,434		3,510,569		1,106,437		9,076,290
45	Jan-12		650,920,835		125,513,918		13,631,172		29,127,689		3,036,708		1,346,166		8,980,485
46	Feb-12		596,385,953		125,780,867		12,750,222		23,152,723		1,928,284		1,079,731		9,014,824
47	Mar-12		542,196,126		125,983,801		13,731,440		23,155,829		1,932,565		737,585		8,807,891
48	Apr-12		494,027,949		125,962,512		11,365,613		23,932,957		2,214,010		780,697		8,431,823
49	May-12		448,783,671		125,852,778		9,938,740		24,192,528		2,175,642		830,064		8,195,331
50	Jun-12		407,113,077		125,862,334		8,992,650		22,099,486		2,453,666		626,923		8,167,309
51	Jun-12		407,113,077		125,862,334		8,992,650		22,099,486		2,453,666		626,923		8,167,309
52	Jul-12		366,059,872		125,949,443		8,629,100		21,102,457		2,328,285		776,164		8,247,439
53	Aug-12		326,717,100		125,900,447		8,505,371		18,880,244		2,011,531		744,730		7,595,555
54	Sep-12		293,823,011		126,092,158		6,371,024		17,056,204		2,021,991		624,592		7,528,817

See page A-1 for footnotes

A-12

Ford Credit Auto Owner Trust 2009-A

Original Pool Characteristics

Closing Date	March 25, 2009			Scheduled Weighted Average Life(3)	2.53 years
Cutoff Date	March 1, 2009			Weighted Average Months After Origination (Seasoning)	5 months
Number of Receivables	179,524			Percentage New Vehicle(2)	74.69	%
Initial Pool Balance	$	3,483,283,176		Percentage Car(2)(4)	22.22	%
Principal Balance				Percentage Light Truck(2)(4)	36.39	%
Average	$	19,403		Percentage Utility(2)(4)	32.21	%
Highest	$	99,540		Percentage Other(2)(4)	9.18	%
Lowest	$	254		Percentage of Top 10 Makes/Models(2)	67.49	%
Original Amount Financed				Ford F-150	18.17%
Average	$	22,549		Ford Edge	6.93
Highest	$	161,331		Ford Escape	6.66
Lowest	$	1,099		Ford F-250	5.99
Annual Percentage Rate (APR)				Ford Focus	5.94
Weighted average(1)	7.00		%	Ford Explorer	5.52
Highest	29.99		%	Ford Fusion	5.32
Lowest	0.00		%	Ford Expedition	4.73
APR greater than or equal to 20 percent(2)	0.62		%	Ford Mustang	4.17
Original Term				Ford F-350	4.06
Weighted average(1)	61.4 months			Percentage in Top 5 States(2)(5)	37.97	%
Original term greater than 60 months(2)	40.56		%	California	10.24%
Longest	72 months			Texas	9.70
Shortest	3 months			Florida	7.73
Remaining Term				Michigan	5.68
Weighted average(1)	56.4 months			New York	4.62
Remaining term greater than 60 months(2)	36.91		%	Weighted average(1) FICO® score(6) at origination	706
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	2 months			for original term greater than 60 months	692

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Mar-09	$	3,322,091,387	$	16,546	$	83,451,913	$	21,991,768	$	414,527	$	69,930	$	–
2	Apr-09		3,193,003,219		254,408		61,490,144		22,825,433		2,619,665		42,622		69,930
3	May-09		3,088,632,491		1,075,167		41,088,162		24,955,844		3,313,794		833,341		32,966
4	Jun-09		2,988,737,164		2,241,602		32,685,079		29,968,441		3,956,919		740,920		253,678
5	Jul-09		2,892,901,179		4,116,081		29,463,182		38,038,637		3,621,516		1,023,115		583,918
6	Aug-09		2,807,676,814		5,824,184		23,058,608		41,056,389		5,833,208		1,490,469		783,947
7	Sep-09		2,721,050,011		7,643,166		24,290,246		41,232,435		4,804,362		2,179,081		1,052,192
8	Oct-09		2,635,513,243		10,002,357		23,134,805		44,930,175		4,677,485		1,958,505		1,723,828
9	Nov-09		2,554,970,899		12,844,228		20,073,006		48,918,412		6,337,117		1,686,377		1,988,874
10	Dec-09		2,473,152,717		15,756,666		19,649,445		53,311,255		6,135,094		1,693,838		2,511,855
11	Jan-10		2,395,975,694		18,123,206		20,119,105		48,507,397		5,394,641		2,127,303		2,819,542
12	Feb-10		2,317,622,017		20,023,127		20,105,153		32,193,664		3,543,630		2,043,319		3,022,160
13	Mar-10		2,224,835,637		22,276,007		27,023,117		37,052,469		3,488,652		1,612,665		3,234,832
14	Apr-10		2,146,234,707		23,680,061		22,557,571		35,626,317		4,169,122		1,638,174		3,162,608
15	May-10		2,072,815,567		25,387,974		21,029,813		34,041,275		4,014,351		1,265,448		3,131,682
16	Jun-10		1,990,494,869		27,014,359		25,202,853		40,273,586		4,676,853		1,455,122		3,359,586
17	Jul-10		1,912,611,182		28,466,286		23,269,621		39,911,518		4,350,438		1,753,730		3,250,905
18	Aug-10		1,832,158,533		30,389,617		27,272,603		40,609,280		4,751,728		1,954,025		3,624,956
19	Sep-10		1,756,902,638		32,051,939		22,993,138		39,155,244		4,640,755		1,920,100		3,771,737
20	Oct-10		1,685,441,427		33,253,946		22,843,553		34,258,877		4,879,440		1,734,365		3,815,577
21	Nov-10		1,615,003,243		34,975,049		20,975,992		38,995,847		5,532,728		2,104,847		3,842,266
22	Dec-10		1,545,955,311		36,725,914		19,825,426		42,411,808		4,205,423		1,868,356		4,202,900
23	Jan-11		1,480,580,908		37,839,860		18,981,151		39,568,791		5,203,475		1,858,792		4,288,719
24	Feb-11		1,415,424,181		38,958,618		19,697,215		32,312,038		3,684,816		2,074,854		4,342,960
25	Mar-11		1,340,046,418		40,094,283		25,749,650		30,656,271		2,567,056		1,423,000		4,350,848
26	Apr-11		1,276,205,573		41,141,279		20,772,188		29,704,127		3,969,173		1,360,495		4,050,346
27	May-11		1,212,251,374		41,979,140		21,102,604		36,482,057		3,845,561		1,729,121		3,839,474
28	Jun-11		1,148,480,299		42,704,334		21,095,145		31,745,743		3,933,533		1,632,406		4,040,573
29	Jul-11		1,090,578,322		43,495,978		18,617,887		30,216,095		3,536,429		1,716,482		4,102,701
30	Aug-11		1,027,801,360		44,201,074		21,491,635		31,615,912		3,765,097		1,521,530		4,578,298
31	Sep-11		971,303,850		44,900,104		18,413,506		30,256,475		3,118,764		1,656,375		4,439,182
32	Oct-11		917,818,262		45,664,299		16,795,964		33,751,645		3,136,864		1,404,578		4,960,229
33	Nov-11		867,869,097		46,326,147		15,130,315		31,417,099		3,712,524		1,397,113		4,992,353
34	Dec-11		819,088,966		47,407,789		14,106,166		33,085,184		3,207,125		1,209,209		5,159,146
35	Jan-12		771,602,716		47,883,407		14,088,523		29,197,829		3,195,391		1,012,888		5,320,872
36	Feb-12		727,028,655		48,400,345		13,252,331		23,457,298		2,330,849		1,095,593		5,231,516
37	Mar-12		681,141,781		48,717,623		15,316,483		24,389,867		2,012,210		970,131		5,357,797
38	Apr-12		640,008,789		49,113,798		13,013,671		25,903,861		2,786,916		797,687		5,204,917
39	May-12		599,872,731		49,231,479		12,660,102		26,419,197		2,432,921		1,126,952		5,141,746
40	Jun-12		563,114,791		49,406,912		10,965,884		24,469,716		3,149,374		746,843		5,212,295
41	Jul-12		525,467,914		49,606,239		11,074,794		24,347,888		2,624,387		951,079		5,437,784
42	Aug-12		488,459,251		49,875,946		11,128,434		22,757,048		2,330,254		798,991		5,189,889
43	Sep-12		457,285,594		50,099,725		8,311,207		20,733,562		2,292,338		792,719		5,045,022

See page A-1 for footnotes

A-13

Ford Credit Auto Owner Trust 2009-B

Original Pool Characteristics

Closing Date	June 9, 2009			Scheduled Weighted Average Life(3)	2.54 years
Cutoff Date	May 1, 2009			Weighted Average Months After Origination (Seasoning)	4.9 months
Number of Receivables	114,709			Percentage New Vehicle(2)	79.38	%
Initial Pool Balance	$	2,308,504,669		Percentage Car(2)(4)	26.66	%
Principal Balance				Percentage Light Truck(2)(4)	33.49	%
Average	$	20,125		Percentage Utility(2)(4)	32.62	%
Highest	$	99,933		Percentage Other(2)(4)	7.24	%
Lowest	$	250		Percentage of Top 10 Makes/Models(2)	70.36	%
Original Amount Financed				Ford F-150	18.73%
Average	$	23,340		Ford Escape	8.39
Highest	$	160,055		Ford Fusion	8.20
Lowest	$	1,126		Ford Edge	7.30
Annual Percentage Rate (APR)				Ford Focus	6.24
Weighted average(1)	5.81		%	Ford Mustang	5.19
Highest	29.99		%	Ford F-250	5.13
Lowest	0.00		%	Ford Explorer	4.27
APR greater than or equal to 20 percent(2)	0.43		%	Ford Expedition	3.75
Original Term				Ford F-350	3.14
Weighted average(1)	62.3 months			Percentage in Top 5 States(2)(5)	38.06	%
Original term greater than 60 months(2)	42.95		%	California	10.74%
Longest	72 months			Texas	9.70
Shortest	12 months			Florida	6.85
Remaining Term				Michigan	6.22
Weighted average(1)	57.4 months			Illinois	4.55
Remaining term greater than 60 months(2)	39.36		%	Weighted average(1) FICO® score(6) at origination	709
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	2 months			for original term greater than 60 months	698

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	May-09	$	2,215,107,287	$	19,033	$	47,451,933	$	9,330,901	$	39,398	$	–	$	–
2	Jun-09		2,139,289,398		104,166		29,886,054		14,762,865		994,481		39,398		–
3	Jul-09		2,065,003,145		382,178		30,447,277		17,716,945		2,028,572		378,713		50,346
4	Aug-09		2,000,671,232		1,193,868		22,348,337		21,853,885		2,431,870		680,251		182,372
5	Sep-09		1,942,178,305		2,049,873		16,892,236		22,696,591		2,707,818		829,067		353,188
6	Oct-09		1,887,313,551		2,982,607		14,017,182		24,593,258		2,346,687		952,631		665,460
7	Nov-09		1,834,209,768		4,327,030		13,262,024		26,895,260		2,685,128		836,723		804,656
8	Dec-09		1,780,500,610		5,903,968		12,723,364		27,424,606		2,878,095		756,725		946,802
9	Jan-10		1,728,621,979		7,351,539		13,034,146		27,589,049		2,740,732		792,654		1,039,439
10	Feb-10		1,678,947,368		8,523,548		11,280,683		20,467,903		1,992,584		732,083		1,026,129
11	Mar-10		1,618,410,601		9,904,567		16,309,660		20,269,328		1,807,487		723,568		1,287,258
12	Apr-10		1,564,334,112		11,023,393		15,770,110		19,882,587		2,503,340		481,782		1,150,190
13	May-10		1,514,779,389		11,830,931		13,931,532		21,428,070		2,096,019		968,248		1,196,007
14	Jun-10		1,460,520,590		12,467,343		16,040,681		23,102,455		2,617,767		681,631		1,856,120
15	Jul-10		1,407,811,181		13,212,024		15,637,550		23,379,454		2,395,144		979,634		1,552,172
16	Aug-10		1,354,371,815		14,312,031		17,157,883		23,658,789		2,735,063		1,312,285		1,557,026
17	Sep-10		1,303,116,122		15,345,775		15,933,418		24,275,429		2,278,849		1,255,137		1,975,616
18	Oct-10		1,255,146,634		16,397,552		13,754,661		22,052,586		2,638,187		1,007,939		2,080,912
19	Nov-10		1,206,520,462		17,371,428		13,972,825		24,312,983		2,878,500		1,013,406		2,169,902
20	Dec-10		1,158,287,629		18,561,490		13,691,366		25,085,372		2,419,614		1,129,589		2,209,233
21	Jan-11		1,111,724,510		19,214,605		14,262,288		25,519,241		2,891,256		1,052,456		2,304,162
22	Feb-11		1,067,293,590		19,942,670		12,329,587		21,894,568		2,892,838		1,315,541		2,444,749
23	Mar-11		1,015,376,415		20,549,887		17,947,107		18,289,485		2,476,142		1,114,134		2,551,851
24	Apr-11		970,086,934		21,146,829		15,225,896		18,857,035		2,169,223		857,423		2,547,475
25	May-11		925,591,255		21,742,372		14,243,489		22,267,201		2,220,069		905,077		2,490,423
26	Jun-11		880,882,646		22,233,187		14,915,804		19,412,432		2,358,129		798,044		2,506,099
27	Jul-11		839,293,255		22,660,390		14,229,605		18,467,923		2,159,809		1,148,992		2,463,918
28	Aug-11		795,184,998		23,168,897		15,627,137		19,422,412		2,065,169		945,494		2,666,029
29	Sep-11		755,083,076		23,643,208		13,832,447		19,014,241		2,216,125		795,568		2,569,474
30	Oct-11		717,182,357		24,154,022		12,120,318		21,252,559		2,297,532		844,515		2,696,682
31	Nov-11		680,784,227		24,599,339		11,244,247		20,018,955		2,249,032		1,048,308		2,729,590
32	Dec-11		644,708,510		25,244,211		11,118,749		21,443,320		1,753,391		881,190		2,905,988
33	Jan-12		608,862,730		25,589,927		11,279,251		18,768,895		1,754,484		773,078		3,021,469
34	Feb-12		574,448,180		25,847,997		10,801,820		14,847,498		1,552,417		698,951		3,000,783
35	Mar-12		537,946,463		26,105,443		12,896,695		15,164,580		1,324,556		641,875		2,965,771
36	Apr-12		506,203,467		26,246,848		10,245,903		15,455,886		1,581,106		503,609		2,964,645
37	May-12		475,872,373		26,421,532		9,867,575		16,310,534		1,446,508		558,758		2,925,614
38	Jun-12		447,335,569		26,583,023		9,113,923		15,622,891		1,833,173		551,635		2,831,241
39	Jul-12		418,878,065		26,791,796		8,868,964		16,261,732		1,561,562		711,917		3,063,211
40	Aug-12		390,936,856		27,105,093		8,785,520		14,348,220		1,656,015		524,871		2,928,466
41	Sep-12		367,299,136		27,265,781		6,773,603		13,684,736		1,208,303		641,467		2,841,185

See page A-1 for footnotes

A-14

Ford Credit Auto Owner Trust 2009-C

Original Pool Characteristics

Closing Date	July 14, 2009			Scheduled Weighted Average Life(3)	2.55 years
Cutoff Date	June 1, 2009			Weighted Average Months After Origination (Seasoning)	5.2 months
Number of Receivables	67,817			Percentage New Vehicle(2)	84.83	%
Initial Pool Balance	$	1,231,827,946		Percentage Car(2)(4)	24.79	%
Principal Balance				Percentage Light Truck(2)(4)	33.52	%
Average	$	18,164		Percentage Utility(2)(4)	37.90	%
Highest	$	99,779		Percentage Other(2)(4)	3.80	%
Lowest	$	251		Percentage of Top 10 Makes/Models(2)	73.43	%
Original Amount Financed				Ford F-150	20.92%
Average	$	24,547		Ford Escape	11.32
Highest	$	169,899		Ford Edge	9.01
Lowest	$	500		Ford Fusion	7.64
Annual Percentage Rate (APR)				Ford Mustang	5.20
Weighted average(1)	5.28		%	Ford F-250	4.56
Highest	29.99		%	Ford Focus	4.28
Lowest	0.00		%	Ford Flex	4.00
APR greater than or equal to 20 percent(2)	0.37		%	Ford Explorer	3.60
Original Term				Ford Expedition	2.90
Weighted average(1)	62.6 months			Percentage in Top 5 States(2)(5)	39.32	%
Original term greater than 60 months(2)	44.34		%	Texas	13.80%
Longest	72 months			California	8.58
Shortest	3 months			Michigan	6.44
Remaining Term				Florida	6.11
Weighted average(1)	57.4 months			New York	4.39
Remaining term greater than 60 months(2)	40.28		%	Weighted average(1) FICO® score(6) at origination	716
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	1 month			for original term greater than 60 months	707

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Jun-09	$	1,160,575,828	$	2,721	$	37,716,333	$	4,442,718	$	–	$	7,897	$	–
2	Jul-09		1,111,253,840		61,991		20,469,229		8,371,574		457,743		–		–
3	Aug-09		1,066,250,784		242,682		19,056,210		9,486,948		1,052,655		134,253		–
4	Sep-09		1,024,618,543		538,233		16,099,668		12,080,115		1,053,791		424,387		113,077
5	Oct-09		989,259,025		1,093,428		10,607,453		13,185,744		1,361,962		397,654		262,252
6	Nov-09		957,833,134		1,722,387		7,466,317		13,446,144		1,462,541		510,432		343,351
7	Dec-09		927,053,845		2,464,492		6,758,952		13,588,191		1,100,996		563,130		361,204
8	Jan-10		899,746,226		2,937,308		5,369,412		14,114,557		1,320,927		548,515		531,827
9	Feb-10		871,737,884		3,519,308		6,194,493		9,756,296		1,088,825		466,165		627,780
10	Mar-10		839,472,551		3,957,862		7,803,110		9,159,708		1,065,208		476,355		705,957
11	Apr-10		811,946,688		4,514,184		6,363,865		10,666,658		1,147,346		413,157		627,968
12	May-10		786,633,520		4,976,711		6,366,079		10,603,578		1,292,909		409,588		662,734
13	Jun-10		758,869,296		5,219,712		7,742,545		12,907,418		1,202,664		506,409		925,678
14	Jul-10		733,913,009		5,610,018		6,355,391		12,931,616		1,596,647		569,585		868,849
15	Aug-10		707,222,333		6,067,913		8,494,940		11,694,265		1,250,312		704,222		920,933
16	Sep-10		682,634,870		6,572,533		7,499,342		11,679,404		1,162,440		566,137		926,174
17	Oct-10		659,264,817		7,178,787		6,706,435		10,733,428		1,308,842		379,571		1,116,032
18	Nov-10		636,334,142		7,689,772		6,080,929		12,174,064		1,508,347		506,159		1,028,809
19	Dec-10		613,833,199		8,105,546		5,974,514		12,913,968		1,488,545		702,304		955,417
20	Jan-11		592,006,504		8,585,368		5,825,934		12,848,674		1,483,962		418,200		1,237,021
21	Feb-11		570,530,536		8,921,764		6,100,110		10,549,689		1,355,778		371,082		1,192,875
22	Mar-11		545,337,768		9,441,463		8,098,173		10,127,052		1,130,857		489,736		1,110,521
23	Apr-11		523,275,508		9,759,059		7,507,732		9,281,860		882,437		728,660		1,196,990
24	May-11		501,057,878		10,007,870		7,434,597		11,733,100		949,217		406,372		1,449,028
25	Jun-11		478,619,073		10,268,586		8,184,213		9,547,910		1,360,136		374,683		1,306,345
26	Jul-11		458,419,880		10,495,130		7,160,297		10,376,768		1,196,935		574,064		1,210,232
27	Aug-11		435,910,279		10,719,723		8,567,853		10,604,892		1,293,687		367,780		1,298,137
28	Sep-11		415,185,745		10,960,379		7,346,943		10,287,070		983,129		457,028		1,020,417
29	Oct-11		395,704,969		11,251,269		6,691,405		10,714,539		1,111,645		501,474		1,115,161
30	Nov-11		377,930,176		11,383,290		5,780,985		10,033,477		1,088,233		520,100		1,202,437
31	Dec-11		359,082,478		11,703,920		6,638,890		11,372,860		1,064,679		439,665		1,135,582
32	Jan-12		341,215,874		11,894,747		5,580,545		9,656,176		1,133,685		438,249		1,190,998
33	Feb-12		323,999,491		12,114,894		5,278,643		8,539,892		862,291		434,120		1,149,744
34	Mar-12		305,615,626		12,244,654		6,511,765		7,943,749		811,804		307,365		1,114,919
35	Apr-12		288,729,897		12,448,082		5,838,972		8,489,665		845,940		388,916		1,109,321
36	May-12		271,395,325		12,403,261		6,738,215		9,073,952		824,403		250,219		1,284,128
37	Jun-12		256,768,198		12,398,780		5,241,184		9,373,385		822,504		203,098		1,371,131
38	Jul-12		242,186,451		12,474,185		4,936,499		8,741,088		1,094,798		336,355		1,392,843
39	Aug-12		227,334,879		12,591,878		5,196,964		7,431,496		811,861		328,544		1,368,964
40	Sep-12		215,396,151		12,684,116		3,594,473		6,986,592		725,746		211,817		1,437,049

See page A-1 for footnotes

A-15

Ford Credit Auto Owner Trust 2009-D

Original Pool Characteristics

Closing Date	September 11, 2009			Scheduled Weighted Average Life(3)	2.33 years
Cutoff Date	August 1, 2009			Weighted Average Months After Origination (Seasoning)	8.6 months
Number of Receivables	132,807			Percentage New Vehicle(2)	84.06	%
Initial Pool Balance	$	2,499,998,528		Percentage Car(2)(4)	23.21	%
Principal Balance				Percentage Light Truck(2)(4)	35.38	%
Average	$	18,824		Percentage Utility(2)(4)	33.41	%
Highest	$	99,239		Percentage Other(2)(4)	8.00	%
Lowest	$	252		Percentage of Top 10 Makes/Models(2)	70.72	%
Original Amount Financed				Ford F-150	22.18%
Average	$	23,923		Ford Escape	9.86
Highest	$	177,864		Ford Edge	7.65
Lowest	$	1,000		Ford Focus	6.44
Annual Percentage Rate (APR)				Ford Fusion	5.75
Weighted average(1)	5.11		%	Ford Mustang	4.59
Highest	29.99		%	Ford F-250	4.14
Lowest	0.00		%	Ford Explorer	3.89
APR greater than or equal to 20 percent(2)	0.24		%	Ford Expedition	3.33
Original Term				Ford F-350	2.89
Weighted average(1)	61.4 months			Percentage in Top 5 States(2)(5)	40.74	%
Original term greater than 60 months(2)	39.42		%	Texas	16.63%
Longest	72 months			California	8.14
Shortest	4 months			Florida	5.88
Remaining Term				Michigan	5.63
Weighted average(1)	52.8 months			New York	4.46
Remaining term greater than 60 months(2)	24.57		%	Weighted average(1) FICO® score(6) at origination	720
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	2 months			for original term greater than 60 months	702

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Aug-09	$	2,399,349,661	$	1,816	$	44,034,576	$	10,003,338	$	105,277	$	–	$	–
2	Sep-09		2,312,916,319		107,703		31,464,382		12,520,417		646,512		49,657		–
3	Oct-09		2,229,714,229		422,507		31,325,473		14,789,244		1,331,670		149,681		–
4	Nov-09		2,155,490,264		971,277		23,612,454		18,532,391		2,034,082		593,832		81,607
5	Dec-09		2,084,840,687		1,875,628		18,951,233		20,126,922		1,950,567		749,377		293,871
6	Jan-10		2,021,271,186		2,627,349		16,061,457		20,181,343		1,730,663		921,393		452,779
7	Feb-10		1,957,883,271		3,554,845		15,230,801		15,042,489		1,758,868		513,727		703,118
8	Mar-10		1,882,142,930		4,540,672		20,710,601		15,711,719		1,430,997		747,733		630,799
9	Apr-10		1,815,044,327		5,484,414		19,272,098		14,781,925		2,029,275		708,860		685,411
10	May-10		1,753,808,537		5,906,718		17,399,933		16,475,060		1,577,382		730,552		602,861
11	Jun-10		1,685,552,261		6,646,872		19,683,117		18,200,908		1,814,213		873,286		893,462
12	Jul-10		1,620,741,429		7,512,772		19,002,588		18,424,701		1,744,802		813,113		966,236
13	Aug-10		1,555,153,831		8,390,701		21,198,812		18,996,982		2,311,426		995,541		1,041,724
14	Sep-10		1,491,806,745		9,250,070		19,662,284		18,415,089		2,275,174		873,404		1,102,695
15	Oct-10		1,433,743,167		10,116,364		16,448,139		17,674,067		2,134,878		949,440		1,278,151
16	Nov-10		1,375,210,293		10,909,409		16,837,051		20,000,193		3,004,590		833,015		1,312,918
17	Dec-10		1,318,599,762		11,953,988		14,946,361		21,392,829		2,244,994		1,150,523		1,515,949
18	Jan-11		1,263,973,466		12,836,198		14,441,621		20,564,658		2,907,537		976,578		1,663,434
19	Feb-11		1,210,791,330		13,526,902		14,576,372		18,201,436		1,769,874		967,450		1,766,081
20	Mar-11		1,149,470,253		14,030,573		19,517,305		14,801,331		1,863,113		741,174		1,911,463
21	Apr-11		1,096,339,742		14,465,681		16,636,849		16,189,971		1,626,637		789,446		1,983,134
22	May-11		1,043,050,778		14,923,018		16,760,995		18,510,428		1,992,783		873,195		1,851,661
23	Jun-11		988,579,310		15,446,655		18,187,536		15,258,097		2,036,615		765,739		1,858,964
24	Jul-11		939,903,502		15,802,188		15,947,720		15,054,291		2,087,621		696,519		2,093,354
25	Aug-11		888,081,747		16,081,929		17,739,571		17,058,683		1,577,964		852,612		2,245,284
26	Sep-11		840,631,474		16,388,133		15,407,113		15,039,371		1,494,834		744,295		2,263,891
27	Oct-11		796,243,529		17,011,440		12,999,963		17,812,797		1,609,842		755,925		2,212,290
28	Nov-11		753,369,781		17,477,569		13,100,650		16,696,209		2,019,408		697,395		2,287,641
29	Dec-11		712,363,475		17,978,069		11,526,313		17,471,413		1,756,918		609,694		2,373,452
30	Jan-12		670,208,686		18,253,308		12,746,566		16,666,361		1,890,937		639,658		2,481,611
31	Feb-12		630,334,859		18,543,190		10,933,560		12,507,605		1,400,376		787,191		2,467,874
32	Mar-12		589,583,185		18,753,285		12,852,037		13,214,310		1,041,447		670,870		2,598,425
33	Apr-12		551,591,686		18,993,342		11,457,954		13,968,735		1,394,089		388,053		2,697,710
34	May-12		513,798,280		19,247,629		12,070,433		14,051,875		1,315,485		536,069		2,349,109
35	Jun-12		479,146,195		19,327,770		11,068,876		14,609,911		1,403,034		458,796		2,370,520
36	Jul-12		445,976,286		19,389,998		9,851,229		13,876,422		1,329,128		583,049		2,572,274
37	Aug-12		414,467,553		19,614,206		9,746,904		12,742,171		1,411,017		396,782		2,361,473
38	Sep-12		388,244,942		19,791,760		7,320,589		11,913,842		1,223,788		416,675		2,391,579

See page A-1 for footnotes

A-16

Ford Credit Auto Owner Trust 2009-E

Original Pool Characteristics

Closing Date	November 30, 2009			Scheduled Weighted Average Life(3)	2.36 years
Cutoff Date	November 1, 2009			Weighted Average Months After Origination (Seasoning)	6.5 months
Number of Receivables	91,401			Percentage New Vehicle(2)	84.94	%
Initial Pool Balance	$	1,849,663,230		Percentage Car(2)(4)	25.31	%
Principal Balance				Percentage Light Truck(2)(4)	36.81	%
Average	$	20,237		Percentage Utility(2)(4)	32.36	%
Highest	$	94,966		Percentage Other(2)(4)	5.52	%
Lowest	$	253		Percentage of Top 10 Makes/Models(2)	72.67	%
Original Amount Financed				Ford F-150	22.52%
Average	$	23,917		Ford Escape	10.37
Highest	$	181,294		Ford Focus	7.41
Lowest	$	1,268		Ford Edge	6.87
Annual Percentage Rate (APR)				Ford Fusion	6.53
Weighted average(1)	5.05		%	Ford Mustang	4.89
Highest	29.79		%	Ford F-250	4.70
Lowest	0.00		%	Ford Explorer	3.31
APR greater than or equal to 20 percent(2)	0.29		%	Ford F-350	3.12
Original Term				Ford Expedition	2.95
Weighted average(1)	59.9 months			Percentage in Top 5 States(2)(5)	40.35	%
Original term greater than 60 months(2)	37.17		%	Texas	13.86%
Longest	72 months			California	8.93
Shortest	6 months			Michigan	6.90
Remaining Term				Florida	5.92
Weighted average(1)	53.4 months			New York	4.74
Remaining term greater than 60 months(2)	27.16		%	Weighted average(1) FICO® score(6) at origination	719
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	2 months			for original term greater than 60 months	697

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Nov-09	$	1,784,032,423	$	3,546	$	27,083,172	$	9,095,736	$	49,025	$	–	$	–
2	Dec-09		1,722,893,159		53,468		22,611,126		12,721,511		642,734		17,335		–
3	Jan-10		1,670,006,531		330,270		17,024,358		13,541,061		1,064,656		146,180		–
4	Feb-10		1,620,376,017		623,468		14,023,092		10,088,667		895,934		310,106		130,919
5	Mar-10		1,562,772,152		1,300,566		16,405,867		10,027,351		1,119,178		226,092		188,681
6	Apr-10		1,512,588,430		1,832,095		14,169,325		10,709,108		1,222,170		269,400		259,717
7	May-10		1,467,338,071		2,133,535		12,411,564		10,499,254		1,151,801		257,131		299,873
8	Jun-10		1,416,257,308		2,598,972		14,246,312		12,706,496		1,289,639		382,857		449,342
9	Jul-10		1,367,758,887		3,117,305		13,415,907		13,486,222		1,078,579		514,870		402,905
10	Aug-10		1,318,739,247		3,666,088		14,703,513		14,123,384		1,455,751		477,149		446,309
11	Sep-10		1,272,055,568		4,149,114		12,893,483		13,670,074		1,132,511		595,632		554,373
12	Oct-10		1,225,547,633		4,843,323		13,872,333		13,336,559		1,266,061		522,725		662,527
13	Nov-10		1,180,165,764		5,418,252		12,342,133		15,866,368		1,832,484		658,073		681,997
14	Dec-10		1,135,132,586		6,155,533		12,220,130		16,168,705		2,019,928		820,724		797,817
15	Jan-11		1,091,225,880		6,892,801		11,834,703		15,010,751		1,782,602		811,760		857,595
16	Feb-11		1,048,531,401		7,525,004		11,039,380		13,280,249		1,435,713		706,428		1,079,739
17	Mar-11		998,499,412		8,052,029		16,335,501		12,425,575		1,245,570		700,705		1,055,592
18	Apr-11		956,606,058		8,552,291		12,476,124		11,609,496		1,524,577		679,859		1,045,936
19	May-11		912,514,281		9,019,783		14,239,784		14,632,190		1,472,018		529,860		1,153,718
20	Jun-11		869,598,072		9,343,140		13,624,468		12,976,706		1,557,079		636,610		1,193,985
21	Jul-11		829,919,536		9,704,528		12,099,104		13,111,483		1,588,475		576,249		1,145,254
22	Aug-11		785,960,156		10,242,068		14,637,098		13,370,715		1,413,658		602,924		1,130,765
23	Sep-11		745,806,489		10,621,984		13,090,618		13,221,820		1,302,240		576,483		1,204,028
24	Oct-11		709,014,519		11,067,034		10,886,915		15,165,762		1,324,820		625,814		1,303,500
25	Nov-11		672,295,023		11,351,186		11,473,363		13,009,747		1,813,602		667,083		1,357,224
26	Dec-11		636,580,943		11,723,846		10,758,780		14,606,790		1,263,186		570,548		1,390,476
27	Jan-12		601,179,531		12,022,095		10,419,674		12,909,563		1,431,861		589,192		1,424,707
28	Feb-12		567,022,279		12,242,883		9,846,163		10,853,065		910,506		726,084		1,558,184
29	Mar-12		531,746,607		12,385,776		11,389,159		11,453,145		974,662		573,044		1,702,146
30	Apr-12		499,628,214		12,572,805		9,749,968		12,245,448		1,182,030		563,856		1,620,046
31	May-12		467,317,189		12,691,029		10,206,711		12,177,835		1,351,657		489,282		1,660,238
32	Jun-12		437,229,575		12,769,530		9,310,528		11,739,095		1,193,533		539,729		1,650,578
33	Jul-12		408,491,196		12,917,458		8,137,038		12,320,487		1,081,515		490,938		1,897,825
34	Aug-12		380,162,685		13,141,885		9,002,595		10,495,456		1,566,997		530,497		1,699,944
35	Sep-12		357,533,155		13,312,156		6,485,519		10,522,964		1,075,552		509,732		1,859,021

See page A-1 for footnotes

A-17

Ford Credit Auto Owner Trust 2010-A

Original Pool Characteristics

Closing Date	April 28, 2010			Scheduled Weighted Average Life(3)	2.44 years
Cutoff Date	April 1, 2010			Weighted Average Months After Origination (Seasoning)	5.3 months
Number of Receivables	56,457			Percentage New Vehicle(2)	86.06	%
Initial Pool Balance	$	1,199,999,886		Percentage Car(2)(4)	22.88	%
Principal Balance				Percentage Light Truck(2)(4)	38.28	%
Average	$	21,255		Percentage Utility(2)(4)	35.52	%
Highest	$	99,146		Percentage Other(2)(4)	3.32	%
Lowest	$	256		Percentage of Top 10 Makes/Models(2)	76.33	%
Original Amount Financed				Ford F-150	21.78%
Average	$	25,246		Ford Escape	11.33
Highest	$	158,338		Ford Edge	7.87
Lowest	$	1,500		Ford F-250	6.30
Annual Percentage Rate (APR)				Ford Fusion	6.27
Weighted average(1)	4.73		%	Ford Focus	5.34
Highest	29.99		%	Ford Mustang	5.07
Lowest	0.00		%	Ford Expedition	4.14
APR greater than or equal to 20 percent(2)	0.30		%	Ford Explorer	4.12
Original Term				Ford F-350	4.11
Weighted average(1)	60.4 months			Percentage in Top 5 States(2)(5)	39.31	%
Original term greater than 60 months(2)	38.04		%	Texas	13.37%
Longest	72 months			California	8.35
Shortest	6 months			Michigan	7.25
Remaining Term				Florida	6.03
Weighted average(1)	55.1 months			Ohio	4.31
Remaining term greater than 60 months(2)	32.41		%	Weighted average(1) FICO® score(6) at origination	720
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	1 month			for original term greater than 60 months	698

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Apr-10	$	1,147,064,010	$	452	$	25,597,820	$	3,141,495	$	–	$	–	$	–
2	May-10		1,106,051,713		41,680		16,626,387		4,638,004		50,368		–		–
3	Jun-10		1,063,743,278		224,009		16,807,471		6,323,925		529,378		39,733		–
4	Jul-10		1,027,887,793		335,850		12,581,658		7,115,770		597,970		219,631		–
5	Aug-10		993,366,026		510,415		11,654,685		7,861,914		665,101		252,082		135,396
6	Sep-10		961,707,055		812,353		9,126,999		7,589,588		671,175		171,297		187,678
7	Oct-10		931,311,683		1,307,263		8,362,574		7,466,996		960,784		163,421		132,321
8	Nov-10		901,127,429		1,720,729		8,163,328		8,430,189		1,199,649		384,025		235,572
9	Dec-10		871,599,845		2,086,399		7,786,621		8,324,859		978,817		497,022		374,501
10	Jan-11		842,900,891		2,436,306		8,106,942		8,608,293		1,072,000		334,524		379,368
11	Feb-11		814,604,082		2,837,706		7,903,149		8,196,981		1,002,632		430,306		419,948
12	Mar-11		782,473,923		3,132,233		10,115,433		7,725,761		798,273		386,965		622,378
13	Apr-11		752,307,302		3,419,267		10,448,072		7,600,727		925,378		432,771		618,127
14	May-11		723,072,078		3,672,916		9,483,241		10,120,487		764,132		330,268		838,141
15	Jun-11		693,493,245		3,972,877		9,988,208		8,782,145		996,666		160,589		911,950
16	Jul-11		666,385,899		4,244,680		8,574,001		8,026,681		1,061,903		264,264		836,059
17	Aug-11		637,295,377		4,456,905		9,812,416		9,293,264		809,589		398,999		769,188
18	Sep-11		608,993,303		4,853,764		9,940,434		8,082,151		701,810		178,336		881,809
19	Oct-11		582,253,329		5,278,773		8,840,920		10,235,972		708,238		227,020		776,999
20	Nov-11		556,728,847		5,597,154		8,196,735		9,062,000		826,859		369,560		807,715
21	Dec-11		531,745,897		5,935,518		7,839,771		9,593,632		931,368		177,812		835,512
22	Jan-12		506,741,396		6,098,849		8,001,581		8,917,640		629,209		253,391		908,149
23	Feb-12		482,271,709		6,400,333		7,772,860		7,244,816		899,241		295,075		980,972
24	Mar-12		457,134,805		6,481,513		8,870,388		7,902,163		616,957		355,363		1,045,471
25	Apr-12		434,163,335		6,622,257		7,537,531		8,447,258		1,017,826		199,315		1,097,516
26	May-12		410,807,392		6,754,322		7,823,033		8,435,150		874,109		318,199		993,579
27	Jun-12		388,465,000		6,851,883		7,854,034		8,202,568		629,915		411,163		1,088,880
28	Jul-12		365,688,579		6,972,670		8,340,653		8,908,791		862,515		224,475		1,221,936
29	Aug-12		342,979,587		7,154,848		8,420,617		8,512,623		1,004,038		246,738		1,035,584
30	Sep-12		324,143,362		7,320,429		6,149,808		7,557,779		955,690		338,573		1,006,994

See page A-1 for footnotes

A-18

Ford Credit Auto Owner Trust 2010-B

Original Pool Characteristics

Closing Date	August 4, 2010			Scheduled Weighted Average Life(3)	2.46years
Cutoff Date	July 1, 2010			Weighted Average Months After Origination (Seasoning)	5.0months
Number of Receivables	70,892			Percentage New Vehicle(2)	87.19	%
Initial Pool Balance	$	1,538,327,921		Percentage Car(2)(4)	26.38	%
Principal Balance				Percentage Light Truck(2)(4)	37.82	%
Average	$	21,700		Percentage Utility(2)(4)	33.40	%
Highest	$	97,286		Percentage Other(2)(4)	2.39	%
Lowest	$	252		Percentage of Top 10 Makes/Models(2)	77.70	%
Original Amount Financed				Ford F-150	21.15%
Average	$	25,828		Ford Escape	10.38
Highest	$	120,138		Ford Edge	8.99
Lowest	$	1,344		Ford Fusion	8.66
Annual Percentage Rate (APR)				Ford F-250	5.98
Weighted average(1)	4.44		%	Ford Focus	5.73
Highest	29.49		%	Ford Mustang	5.66
Lowest	0.00		%	Ford F-350	4.12
APR greater than or equal to 20 percent(2)	0.26		%	Ford Explorer	3.66
Original Term				Ford Expedition	3.37
Weighted average(1)	60.7months			Percentage in Top 5 States(2)(5)	39.29	%
Original term greater than 60 months(2)	39.71		%	Texas	13.34%
Longest	72months			California	8.34
Shortest	6months			Michigan	6.98
Remaining Term				Florida	6.18
Weighted average(1)	55.7months			Ohio	4.45
Remaining term greater than 60 months(2)	35.37		%	Weighted average(1) FICO® score(6) at origination	717
Longest	72months			Weighted average(1) FICO® score(6) at origination
Shortest	2months			for original term greater than 60 months	694

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Jul-10	$	1,476,272,953	$	436	$	28,157,929	$	5,298,191	$	–	$	–	$	–
2	Aug-10		1,420,306,271		75,909		23,805,072		7,737,140		526,135		–		–
3	Sep-10		1,369,553,531		314,310		20,252,849		7,710,093		702,683		144,368		–
4	Oct-10		1,324,702,223		815,659		15,482,823		7,894,802		606,811		332,842		85,533
5	Nov-10		1,282,393,162		1,191,389		12,691,013		8,534,404		810,679		335,203		232,597
6	Dec-10		1,241,972,065		1,737,311		11,090,722		10,527,189		851,262		308,377		225,412
7	Jan-11		1,204,834,518		2,138,795		9,672,389		10,894,340		1,334,758		297,934		400,081
8	Feb-11		1,168,041,871		2,466,324		9,925,620		9,545,836		960,912		522,242		458,615
9	Mar-11		1,124,122,930		2,979,317		14,165,283		9,058,049		691,167		528,877		476,441
10	Apr-11		1,085,869,580		3,301,664		12,233,537		8,710,113		1,162,167		388,660		497,215
11	May-11		1,047,415,378		3,728,435		11,600,762		11,341,918		899,323		415,180		620,566
12	Jun-11		1,009,659,791		4,048,264		11,463,044		10,707,132		1,187,221		281,870		661,308
13	Jul-11		973,882,709		4,474,116		11,002,373		10,193,076		1,297,912		502,488		604,555
14	Aug-11		934,302,582		4,954,078		13,601,790		11,983,643		1,135,150		555,695		616,750
15	Sep-11		896,823,859		5,479,391		12,703,190		11,367,771		1,169,294		509,288		590,443
16	Oct-11		861,094,448		6,074,900		11,286,096		13,267,269		1,168,341		319,500		668,434
17	Nov-11		826,384,228		6,495,369		11,066,480		12,293,138		1,443,125		407,182		707,864
18	Dec-11		792,799,796		7,153,876		9,951,044		12,906,221		1,076,717		274,457		832,707
19	Jan-12		758,407,629		7,551,665		11,239,790		13,314,279		1,327,927		496,166		816,203
20	Feb-12		724,602,388		7,965,953		10,810,537		10,153,105		1,018,300		565,975		878,853
21	Mar-12		689,927,306		8,255,986		12,372,201		11,416,248		1,119,367		384,617		974,902
22	Apr-12		657,405,162		8,403,564		11,431,572		11,845,717		1,497,924		414,635		985,910
23	May-12		624,429,341		8,527,519		11,745,704		13,115,649		1,405,134		374,095		1,089,600
24	Jun-12		593,688,349		8,818,282		10,679,342		11,922,228		1,387,446		357,656		1,161,934
25	Jul-12		562,039,296		9,036,679		11,204,568		12,757,442		1,353,450		494,434		1,349,274
26	Aug-12		530,425,283		9,344,578		11,352,774		11,439,929		1,187,050		448,055		1,212,387
27	Sep-12		503,329,472		9,687,088		9,220,584		10,530,067		1,050,559		366,977		1,261,530

See page A-1 for footnotes

A-19

Ford Credit Auto Owner Trust 2011-A

Original Pool Characteristics

Closing Date	January 28, 2011			Scheduled Weighted Average Life(3)	2.48 years
Cutoff Date	January 1, 2011			Weighted Average Months After Origination (Seasoning)	4.7 months
Number of Receivables	55,496			Percentage New Vehicle(2)	86.84	%
Initial Pool Balance	$	1,219,072,241		Percentage Car(2)(4)	24.11	%
Principal Balance				Percentage Light Truck(2)(4)	47.23	%
Average	$	21,967		Percentage Utility(2)(4)	26.50	%
Highest	$	96,053		Percentage Other(2)(4)	2.16	%
Lowest	$	254		Percentage of Top 10 Makes/Models(2)	79.71	%
Original Amount Financed				Ford F-150	29.23%
Average	$	26,006		Ford Fusion	8.12
Highest	$	137,769		Ford Escape	7.82
Lowest	$	1,544		Ford Edge	7.25
Annual Percentage Rate (APR)				Ford F-250	6.72
Weighted average(1)	4.72		%	Ford Focus	5.55
Highest	29.99		%	Ford F-350	4.53
Lowest	0.00		%	Ford Mustang	4.36
APR greater than or equal to 20 percent(2)	0.23		%	Ford Expedition	3.28
Original Term				Ford Explorer	2.85
Weighted average(1)	61.2 months			Percentage in Top 5 States(2)(5)	39.64	%
Original term greater than 60 months(2)	38.74		%	Texas	14.49%
Longest	72 months			California	8.40
Shortest	6 months			Florida	6.73
Remaining Term				Michigan	5.96
Weighted average(1)	56.5 months			Ohio	4.06
Remaining term greater than 60 months(2)	35.54		%	Weighted average(1) FICO® score(6) at origination	718
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	2 months			for original term greater than 60 months	699

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Jan-11	$	1,166,771,502	$	975	$	25,842,247	$	4,788,209	$	111,030	$	–	$	–
2	Feb-11	1,125,789,745		24,223		16,683,132		5,396,877		270,044		–		–
3	Mar-11	1,079,559,144		106,940		20,336,560		5,382,118		529,879		26,003		–
4	Apr-11	1,042,102,802		215,645		15,144,296		6,336,723		445,648		72,631		–
5	May-11	1,007,666,201		371,126		11,850,916		8,284,701		693,056		170,412		54,669
6	Jun-11	975,051,199		656,094		10,778,983		7,462,787		905,887		175,342		90,861
7	Jul-11	944,166,043		859,790		10,277,587		7,117,248		1,122,971		393,777		191,894
8	Aug-11	910,439,371		1,138,300		12,376,660		7,891,860		637,793		401,815		405,998
9	Sep-11	878,765,662		1,513,504		11,181,220		8,395,062		873,097		244,213		482,532
10	Oct-11	848,073,122		1,816,741		10,631,244		9,728,110		1,202,520		464,217		501,630
11	Nov-11	817,651,892		2,295,884		10,563,048		9,120,550		1,010,684		523,118		486,484
12	Dec-11	787,549,252		2,760,055		10,388,579		10,196,014		1,273,643		355,574		475,039
13	Jan-12	757,648,276		3,131,851		10,220,098		10,242,274		885,389		568,643		458,185
14	Feb-12	727,870,150		3,680,292		10,087,670		8,301,763		571,796		327,735		450,418
15	Mar-12	698,149,832		4,019,310		10,736,935		8,637,995		964,732		262,603		410,074
16	Apr-12	669,902,450		4,218,816		10,255,443		8,887,396		905,381		367,609		414,035
17	May-12	642,016,774		4,318,445		10,430,280		9,796,434		1,213,183		392,613		446,876
18	Jun-12	614,902,806		4,520,585		10,358,966		11,033,471		827,480		235,216		522,180
19	Jul-12	587,851,066		4,672,859		9,742,235		11,238,145		931,277		226,149		663,033
20	Aug-12	560,908,472		4,850,654		10,169,321		8,598,244		1,247,709		305,865		524,215
21	Sep-12	537,793,433		5,130,662		8,072,900		9,744,811		966,085		302,969		549,366

See page A-1 for footnotes

A-20

Ford Credit Auto Owner Trust 2011-B

Original Pool Characteristics

Closing Date	July 26, 2011			Scheduled Weighted Average Life(3)	2.51 years
Cutoff Date	July 1, 2011			Weighted Average Months After Origination (Seasoning)	4.0 months
Number of Receivables	66,120			Percentage New Vehicle(2)	88.14	%
Initial Pool Balance	$	1,490,191,440		Percentage Car(2)(4)	23.56	%
Principal Balance				Percentage Light Truck(2)(4)	49.70	%
Average	$	22,538		Percentage Utility(2)(4)	25.14	%
Highest	$	98,442		Percentage Other(2)(4)	1.60	%
Lowest	$	250		Percentage of Top 10 Makes/Models(2)	81.98	%
Original Amount Financed				Ford F-150	29.39%
Average	$	26,620		Ford Escape	9.36
Highest	$	117,154		Ford Fusion	8.28
Lowest	$	1,000		Ford F-250	7.69
Annual Percentage Rate (APR)				Ford Focus	5.91
Weighted average(1)	4.43		%	Ford F-350	5.88
Highest	28.99		%	Ford Edge	5.32
Lowest	0.00		%	Ford Mustang	3.62
APR greater than or equal to 20 percent(2)	0.17		%	Ford Expedition	3.30
Original Term				Ford Explorer	3.23
Weighted average(1)	61.1 months			Percentage in Top 5 States(2)(5)	38.96	%
Original term greater than 60 months(2)	36.80		%	Texas	15.28%
Longest	72 months			California	8.04
Shortest	6 months			Florida	6.74
Remaining Term				Michigan	4.86
Weighted average(1)	57.1 months			Illinois	4.04
Remaining term greater than 60 months(2)	33.44		%	Weighted average(1) FICO® score(6) at origination	727
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	2 months			for original term greater than 60 months	703

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Jul-11	$	1,424,589,485	$	738	$	32,670,445	$	4,941,308	$	–	$	–	$	–
2	Aug-11	1,364,751,973		31,299		28,262,949		7,458,931		372,932		–		–
3	Sep-11	1,312,053,802		151,608		23,614,750		8,749,199		333,462		66,491		–
4	Oct-11	1,263,004,066		406,897		20,855,073		10,287,301		772,505		75,105		46,670
5	Nov-11	1,221,569,911		753,403		14,760,342		9,906,001		742,889		229,893		44,959
6	Dec-11	1,182,045,800		1,054,662		13,450,865		11,733,836		887,745		182,799		186,053
7	Jan-12	1,143,916,500		1,420,252		12,284,900		10,542,338		930,079		256,623		219,506
8	Feb-12	1,105,747,273		1,716,299		12,520,078		8,706,640		672,365		395,457		214,629
9	Mar-12	1,065,389,681		2,043,001		14,840,171		10,047,989		730,064		203,646		386,937
10	Apr-12	1,028,823,966		2,284,239		12,220,567		10,245,308		1,007,620		236,330		357,608
11	May-12	989,975,929		2,518,585		14,777,865		11,969,562		1,225,202		181,162		506,394
12	Jun-12	954,941,040		2,683,619		12,314,163		11,001,421		1,222,384		443,678		424,076
13	Jul-12	918,431,525		2,954,085		12,879,686		12,649,167		1,086,830		329,719		663,478
14	Aug-12	882,564,579		3,303,436		13,079,047		12,164,051		1,269,871		237,693		651,259
15	Sep-12	851,155,658		3,571,645		11,241,430		11,799,348		1,109,372		340,141		675,493

See page A-1 for footnotes

A-21

Ford Credit Auto Owner Trust 2012-A

Original Pool Characteristics

Closing Date	January 25, 2012			Scheduled Weighted Average Life(3)	2.57 years
Cutoff Date	January 1, 2012			Weighted Average Months After Origination (Seasoning)	3.6 months
Number of Receivables	73,859			Percentage New Vehicle(2)	87.98	%
Initial Pool Balance	$	1,647,026,559		Percentage Car(2)(4)	20.32	%
Principal Balance				Percentage Light Truck(2)(4)	54.57	%
Average	$	22,300		Percentage Utility(2)(4)	23.16	%
Highest	$	98,959		Percentage Other(2)(4)	1.95	%
Lowest	$	252		Percentage of Top 10 Makes/Models(2)	83.02	%
Original Amount Financed				Ford F-150	32.25%
Average	$	26,848		Ford F-250	9.10
Highest	$	110,000		Ford Escape	8.45
Lowest	$	1,022		Ford Fusion	7.32
Annual Percentage Rate (APR)				Ford F-350	6.80
Weighted average(1)	4.58		%	Ford Focus	5.34
Highest	25.99		%	Ford Edge	5.25
Lowest	0.00		%	Ford Explorer	3.03
APR greater than or equal to 20 percent(2)	0.04		%	Ford Mustang	2.79
Original Term				Ford Expedition	2.69
Weighted average(1)	61.7 months			Percentage in Top 5 States(2)(5)	36.75	%
Original term greater than 60 months(2)	39.14		%	Texas	16.21%
Longest	72 months			California	7.36
Shortest	6 months			Florida	5.72
Remaining Term				Michigan	3.77
Weighted average(1)	58.1 months			Illinois	3.69
Remaining term greater than 60 months(2)	36.41		%	Weighted average(1) FICO® score(6) at origination	727
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	2 months			for original term greater than 60 months	700

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Jan-12	$	1,556,723,906	$	437	$	49,979,193	$	5,752,375	$	93,481	$	–	$	–
2	Feb-12	1,489,317,805		7,287		33,892,430		6,853,656		275,471		–		–
3	Mar-12	1,419,539,245		200,352		36,853,806		8,263,000		468,928		–		–
4	Apr-12	1,358,461,680		312,617		31,371,622		8,805,367		525,823		141,110		–
5	May-12	1,307,741,697		571,822		21,195,861		9,397,870		906,275		63,336		105,263
6	Jun-12	1,263,254,817		901,206		17,196,290		10,242,861		844,965		185,971		91,247
7	Jul-12	1,219,891,218		1,119,241		15,879,193		12,765,448		1,146,677		200,369		207,246
8	Aug-12	1,175,806,738		1,480,471		16,787,919		11,608,891		1,287,363		305,548		245,415
9	Sep-12	1,138,943,696		1,743,145		13,151,917		12,441,864		1,225,385		445,477		238,968

See page A-1 for footnotes

A-22

Ford Credit Auto Owner Trust 2012-B

Original Pool Characteristics

Closing Date	April 25, 2012			Scheduled Weighted Average Life(3)	2.56 years
Cutoff Date	April 1, 2012			Weighted Average Months After Origination (Seasoning)	4.2 months
Number of Receivables	98,738			Percentage New Vehicle(2)	87.43	%
Initial Pool Balance	$	2,078,954,742		Percentage Car(2)(4)	22.04	%
Principal Balance				Percentage Light Truck(2)(4)	52.28	%
Average	$	21,055		Percentage Utility(2)(4)	23.63	%
Highest	$	93,754		Percentage Other(2)(4)	2.05	%
Lowest	$	251		Percentage of Top 10 Makes/Models(2)	82.50	%
Original Amount Financed				Ford F-150	30.88%
Average	$	26,657		Ford F-250	8.64
Highest	$	123,550		Ford Fusion	7.99
Lowest	$	1,000		Ford Escape	7.99
Annual Percentage Rate (APR)				Ford F-350	6.40
Weighted average(1)	4.79		%	Ford Edge	6.01
Highest	25.99		%	Ford Focus	5.99
Lowest	0.00		%	Ford Explorer	3.20
APR greater than or equal to 20 percent(2)	0.03		%	Ford Mustang	2.99
Original Term				Ford Expedition	2.41
Weighted average(1)	62.2 months			Percentage in Top 5 States(2)(5)	38.15	%
Original term greater than 60 months(2)	41.13		%	Texas	16.52%
Longest	72 months			California	8.02
Shortest	6 months			Florida	5.92
Remaining Term				Illinois	3.99
Weighted average(1)	58.0 months			Michigan	3.70
Remaining term greater than 60 months(2)	37.95		%	Weighted average(1) FICO® score(6) at origination	722
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	2 months			for original term greater than 60 months	696

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Apr-12	$	1,968,370,405	$	1,661	$	60,220,172	$	6,907,502	$	–	$	–	$	–
2	May-12	1,876,614,138		45,503		47,196,681		9,072,240		483,669		–		–
3	Jun-12	1,791,625,739		154,404		44,407,667		12,551,151		709,754		120,584		–
4	Jul-12	1,714,394,956		407,897		37,025,092		15,984,682		1,426,448		63,328		58,916
5	Aug-12	1,648,037,998		727,492		28,168,463		14,509,738		1,376,829		339,948		104,930
6	Sep-12	1,594,266,629		1,082,226		21,032,072		16,768,090		1,642,798		509,886		186,617

See page A-1 for footnotes

A-23

Ford Credit Auto Owner Trust 2012-C

Original Pool Characteristics

Closing Date	July 25, 2012			Scheduled Weighted Average Life(3)	2.46 years
Cutoff Date	July 1, 2012			Weighted Average Months After Origination (Seasoning)	6.1 months
Number of Receivables	75,170			Percentage New Vehicle(2)	87.21	%
Initial Pool Balance	$	1,639,734,293		Percentage Car(2)(4)	24.32	%
Principal Balance				Percentage Light Truck(2)(4)	48.50	%
Average	$	21,814		Percentage Utility(2)(4)	25.55	%
Highest	$	98,565		Percentage Other(2)(4)	1.63	%
Lowest	$	252		Percentage of Top 10 Makes/Models(2)	82.44	%
Original Amount Financed				Ford F-150	28.79%
Average	$	26,852		Ford Fusion	9.81
Highest	$	100,366		Ford Escape	9.55
Lowest	$	907		Ford F-250	7.59
Annual Percentage Rate (APR)				Ford F-350	6.11
Weighted average(1)	4.56		%	Ford Edge	5.98
Highest	26.99		%	Ford Focus	5.28
Lowest	0.00		%	Ford Mustang	3.58
APR greater than or equal to 20 percent(2)	0.03		%	Ford Explorer	3.18
Original Term				Ford Expedition	2.57
Weighted average(1)	62.3 months			Percentage in Top 5 States(2)(5)	38.12	%
Original term greater than 60 months(2)	41.45		%	Texas	16.13%
Longest	72 months			California	7.72
Shortest	6 months			Florida	6.06
Remaining Term				Michigan	4.22
Weighted average(1)	56.2 months			Illinois	3.99
Remaining term greater than 60 months(2)	33.54		%	Weighted average(1) FICO® score(6) at origination	722
Longest	72 months			Weighted average(1) FICO® score(6) at origination
Shortest	2 months			for original term greater than 60 months	696

See page A-1 for footnotes

			End-of-Month		Cumulative Net			Delinquencies(10)
Month			Pool Balance(7)		Losses(8)		Prepayments(9)		31-60 Days		61-90 Days		91-120 Days		121+ Days
1	Jul-12	$	1,560,494,097	$	491	$	42,285,016	$	8,768,025	$	105,689	$	–	$	–
2	Aug-12		1,490,895,847		43,716		35,529,469		10,156,006		606,521		–		–
3	Sep-12		1,433,025,109		171,132		28,074,594		9,925,442		637,722		99,339		1,841

See page A-1 for footnotes

A-24

Ford Credit Auto Owner Trusts

Asset Backed Notes

Ford Credit Auto
Receivables Two LLC Depositor Ford Motor
Credit Company LLC Sponsor and Servicer

Before you purchase any notes, be sure you understand the structure and the risks.  You should review carefully the risk factors beginning on page 7 of this prospectus and in the prospectus supplement.

The notes will be obligations of the issuing entity only and will not be obligations of or interests in the sponsor, the depositor or any of their affiliates.

This prospectus may be used to offer and sell the notes only if accompanied by the prospectus supplement for the issuing entity.

The issuing entities:

A new trust will be formed to be the issuing entity for each securitization transaction.

The assets of each trust will consist of:

·a pool of retail installment sale contracts secured by new and used cars, trucks and utility vehicles,

·collections on the receivables represented by those contracts,

·security interests in the financed vehicles,

·proceeds from claims on related insurance policies, and

·any other property identified in the prospectus supplement.

Each trust will issue asset-backed securities consisting of notes in one or more classes.

The notes:

·will be asset-backed securities payable only from the assets of the trust,

·may benefit from one or more forms of credit or payment enhancement, and

·will be debt obligations of the trust.

The amount, price and terms of each offering of notes will be determined at the time of sale and will be described in the prospectus supplement accompanying this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus or the prospectus supplement is accurate or complete.  Any representation to the contrary is a criminal offense.

The date of this prospectus is November 13, 2012

TABLE OF CONTENTS

Reading this Prospectus and a Prospectus Supplement	3
Summary	4
Risk Factors	7
Sponsor and Servicer	13
General	13
General Securitization Experience	14
U.S. Securitization Program for Retail Installment Sale Contracts	14
Origination, Purchasing and Underwriting	14
Commercial Accounts	18
Portfolio Quality	18
U.S Servicing Experience	19
Servicing and Collections	19
Depositor	22
Issuing Entity	23
Owner Trustee	24
Indenture Trustee	25
Receivables	26
Trust Assets	26
Additional Information About the Receivables	27
Static Pool Information — Prior Securitized Pools	27
Types of Receivables	27
Servicing the Receivables and the Securitization Transaction	28
Servicing Duties	28
Servicing Fees	28
Servicer Modifications and Obligation to Purchase Certain Receivables	29
Trust Bank Accounts	29
Deposit of Collections	30
Reporting Obligations of Servicer	30
Custodial Obligations of Ford Credit	30
Delegation of Duties	30
Limitations on Liability	31
Amendments to Sale and Servicing Agreement	31
Resignation and Termination of Servicer	31
Use of Proceeds	32
Maturity and Prepayment Considerations	32

Description of the Notes	33
Fixed and Floating Rate Notes	33
Principal and Interest Payments on the Notes	34
Credit and Payment Enhancement	34
Events of Default and Remedies	35
Notes Owned by Transaction Parties	38
List of Noteholders	38
Satisfaction and Discharge of Indenture	38
Amendments to Indenture	38
Residual Interest; Issuance of Additional Securities	39
Book-Entry Registration	39
Computing the Outstanding Principal Amount of the Notes	40
Some Important Legal Considerations	41
Bankruptcy Considerations Relating to the Sale of the Receivables	41
The Dodd-Frank Act	42
Security Interests in Receivables and Financed Vehicles	43
Legal Considerations Relating to the Contracts and the Financed Vehicles	45
Tax Considerations	46
General	46
Tax Characterization of the Trusts	47
Tax Characterization and Treatment of the Notes	48
State Tax Considerations	49
ERISA Considerations	50
General Investment Considerations	50
Prohibited Transactions	50
Benefit Plans Not Subject to ERISA or the Internal Revenue Code	51
Plan of Distribution	52
Legal Opinions	52
Where You Can Find More Information	53
Incorporation of Certain Documents by Reference	53
Index of Defined Terms	54

2

READING THIS PROSPECTUS
AND A PROSPECTUS SUPPLEMENT

This prospectus provides general information about the notes to be issued by the Ford Credit Auto Owner Trusts, some of which may not apply to notes issued by a particular trust.

You should only rely on information provided or incorporated by reference in this prospectus and the prospectus supplement and any informational and computational material filed as part of the registration statement filed with the Securities and Exchange Commission, or “SEC” for any particular offering of notes.

This prospectus begins with the following brief introductory sections:

·Summary — provides an overview of the terms of the notes.

·Risk Factors — describes some of the risks of investing in the notes.

The other sections of this prospectus contain more detailed descriptions of the notes and the structure of the trust that will issue your notes.  Cross-references refer you to more detailed descriptions of a particular topic or related information elsewhere in this prospectus or the prospectus supplement.  The Table of Contents on the preceding page contains references to key topics.

An index of defined terms is at the end of this prospectus.

3

SUMMARY

This summary provides an overview of the most important terms of the notes.  It does not contain all of the information that may be important to you.  To understand fully the terms of the notes, you should read this prospectus, especially the “Risk Factors” beginning on page 7, and the prospectus supplement completely.

Sponsor, Servicer and Administrator of the Trust

Ford Motor Credit Company LLC, or “Ford Credit,” is a Delaware limited liability company and a wholly-owned subsidiary of Ford Motor Company, or “Ford.”

Depositor

Ford Credit Auto Receivables Two LLC is a Delaware limited liability company and a special purpose company wholly owned by Ford Credit.

Issuing Entity

The depositor will form a separate issuing entity, or “trust,” for each securitization transaction.  Each issuing entity will be a Delaware statutory trust governed by a trust agreement between the depositor and the owner trustee.  Initially, the depositor will be the beneficiary of the trust.

Indenture Trustee and Owner Trustee

The prospectus supplement will identify the owner trustee of the trust and the indenture trustee for the notes.

The Notes

The trust will issue one or more classes of notes under an indenture between the trust and the indenture trustee.

The terms of the notes will be described in the prospectus supplement, including, for each class of notes, its:

·principal amount,

·interest rate or method of determining the interest rate, and

·final scheduled payment date.

The notes of one class may differ from the notes of another class in certain respects, including:

·the timing and priority of payments, and

·whether interest and principal payments may be delayed or further subordinated upon the occurrence of certain events of default and the related consequences.

The priority of payments among the different classes of notes will be described in the prospectus supplement.

The notes will be available only in book-entry form, except in limited circumstances described in this prospectus.

For a more detailed description of the features of the notes you should read “Description of the Notes” in this prospectus and the prospectus supplement.

Trust Assets

The primary asset of the trust will be a pool of retail installment sale contracts secured by new and used cars, trucks and utility vehicles.  These contracts are the “receivables” and the vehicles securing them are “financed vehicles.”  The purchasers of the financed vehicles who are responsible for making payments on the receivables are the “obligors.”

Ford Credit regularly purchases from motor vehicle dealers retail installment sale contracts that meet its credit underwriting standards.  For each securitization transaction, Ford Credit, as the sponsor, will sell a pool of receivables it has selected to the depositor and the depositor will then immediately sell those receivables to the trust.  The prospectus supplement will describe the criteria used to select the receivables.

4

In addition to the receivables, the trust assets will include:

·collections on the receivables applied on or after the cutoff date,

·funds and investments held in bank accounts of the trust,

·security interests in the financed vehicles,

·proceeds from claims on any insurance policies covering the financed vehicles or the obligors, and

·all of the trust’s rights under the transaction documents, including any credit or payment enhancements.

For a more detailed description of the trust assets, you should read “Receivables” in this prospectus and the prospectus supplement.

Credit and Payment Enhancement

The prospectus supplement will describe the features designed to protect noteholders against losses on the receivables and consequent delays or defaults in payments on the notes.  These features are called credit enhancement and may include:

·reserve accounts,

·excess spread,

·overcollateralization,

·yield supplement discount arrangements for low-APR receivables, or

·subordination of other notes issued by the trust.

The prospectus supplement may describe features designed to ensure the timely payment of amounts owed to noteholders.  These features are called payment enhancement and may include:

·interest rate swaps, caps or floors,

·surety bonds,

·letters of credit, or

·liquidity facilities.

For a more detailed description of credit and payment enhancement, you should read “Description of the Notes — Credit and Payment Enhancement” in this prospectus.

Servicing of the Receivables

Ford Credit will act as the “servicer” for the receivables.  The servicer is responsible for collecting payments on the receivables, administering payoffs, defaults and delinquencies, and repossessing and liquidating financed vehicles.  Ford Credit will also act as custodian and maintain custody of the receivables files.  The trust will pay the servicer a monthly servicing fee specified in the prospectus supplement.

For a more detailed description of the servicing of the receivables, you should read “Servicing the Receivables and the Securitization Transaction” in this prospectus.

Optional Redemption or “Clean Up Call” Option

The servicer will have the option to redeem the notes by purchasing all the receivables owned by the trust on any payment date that the pool balance is less than an amount specified in the prospectus supplement.  This option is referred to as the servicer’s “clean up call” option.  The prospectus supplement will describe how the clean up call option works, the purchase price for the receivables and any conditions to its exercise by the servicer.

For a more detailed description of the servicer’s clean up call option, you should read “Description of the Notes — Optional Redemption or ‘Clean Up Call’ Option” in the prospectus supplement.

Tax Status

If you purchase a note, you agree by your purchase that you will treat your note as debt for U.S. federal, state and local income and franchise tax purposes.

5

The trust’s tax counsel identified in the prospectus supplement will deliver its opinion that, for U.S. federal income tax purposes:

·the notes will be treated as debt, and

·the trust will not be classified as an association or publicly traded partnership taxable as a corporation.

For more information about the application of U.S. federal, state and local tax laws, you should read “Tax Considerations” in this prospectus and the prospectus supplement.

6

RISK FACTORS

You should consider the following risk factors in deciding whether to purchase the notes.

The absence of a secondary market for your notes could limit your ability to resell them	The absence of a secondary market for your notes could limit your ability to resell them. This means that if you want to sell any of your notes before they mature, you may be unable to find a buyer or, if you find a buyer, the selling price may be less than it would have been if a secondary market existed. The underwriters may assist in the resale of notes, but they are not required to do so. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your notes.
The assets of the trust are limited and are the only source of payment for your notes	The trust will not have any assets or sources of funds other than the receivables and related property it owns and any external credit or payment enhancement described in the prospectus supplement. Any credit or payment enhancement is limited. Your notes will not be insured or guaranteed by Ford Credit or any of its affiliates or any other person. If these assets or sources of funds are insufficient to pay your notes in full, you will incur losses on your notes.
Performance of the receivables is uncertain	The performance of the receivables depends on a number of factors, including general economic conditions, unemployment levels, the circumstances of individual obligors, Ford Credit’s underwriting standards at origination, Ford Credit’s servicing and collection strategies and changes in Ford’s marketing programs. Consequently, the performance of the receivables cannot be predicted with accuracy.
Market factors may reduce the value of used vehicles, which could result in losses on your notes.	Vehicles that are repossessed are typically sold at vehicle auctions as used vehicles. The pricing of used vehicles is affected by supply and demand for such vehicles, which in turn is affected by consumer tastes, economic factors, fuel costs, the introduction and pricing of new car models and other factors, including the impact of vehicle recalls or the discontinuation of vehicle models or brands. In addition, decisions by Ford with respect to new vehicle production, pricing and incentives may affect used vehicle prices, particularly those for the same or similar models. Any adverse impact on the resale value for repossessed vehicles could result in increased losses on the related receivables and losses on your notes.
The timing of principal payments on your notes is uncertain	Faster than expected rates of prepayments on the receivables will cause the trust to make payments of principal on your notes earlier than expected and will shorten the maturity of your notes. Prepayments on the receivables may occur as a result of:
	·prepayments of receivables by obligors in whole or in part,
	·liquidations due to default,
	·receipts of proceeds from claims on any physical damage, credit life or other insurance policies covering the financed vehicles or the obligors,

7

	·purchases by the servicer of receivables modified by the servicer or impaired by the servicer, and
	·purchases of ineligible receivables by either the depositor or Ford Credit.
	A variety of economic, social and other factors will influence the rate of prepayments on the receivables, including certain Ford-sponsored vehicle marketing incentives that require obligors to finance with Ford Credit but then the obligors pay off their accounts within the first few months of the contract term. No prediction can be made as to the actual prepayment rates that will be experienced on the receivables.
	If you receive principal payments on your notes earlier than expected due to prepayments on the receivables at a time when interest rates are lower than interest rates would otherwise have been had such prepayments not been made or had such prepayments been made at a different time, you may not be able to reinvest the principal in a comparable security with an effective interest rate equivalent to the interest rate on your notes. Similarly, if principal payments on your notes are made later than expected due to slower than expected prepayments or payments on the receivables, you may lose reinvestment opportunities. In addition, if the notes were purchased at a discount and prepayments are slower than expected, your yield may be reduced. You will bear all reinvestment risk resulting from receiving payments of principal on your notes earlier or later than expected.
	In addition your notes will be paid in full prior to maturity if the servicer exercises its clean up call option.
	For more information about the timing of repayment and other sources of prepayments, you should read “Maturity and Prepayment Considerations” in this prospectus and the prospectus supplement.
Interests of other persons in the receivables or the related financed vehicles could reduce funds available to pay your notes	If another person acquires an interest in a receivable or a related financed vehicle that is superior to the trust’s interest, the collections on that receivable or the proceeds from the sale of that financed vehicle may not be available to make payments on your notes. If the trust does not have a perfected security interest in a receivable or a financed vehicle, its ability to repossess and sell the financed vehicle securing a defaulted receivable may be adversely affected. Another person could acquire an interest in a receivable or a financed vehicle that is superior to the trust’s interest if:
	·the trust does not have a perfected security interest in the receivable or the financed vehicle because Ford Credit’s security interest in the receivable or in the financed vehicle was not properly perfected,

8

	·the trust does not have a perfected security interest in the financed vehicle in certain states because the servicer will not amend the certificate of title to identify the trust as the new secured party,
	·the trust’s security interest in the receivable or the financed vehicle is impaired because holders of some types of liens, such as tax liens or mechanic’s liens, may have priority over the trust’s security interest, or a financed vehicle is confiscated by a government agency, or
	·the trust does not have a perfected security interest in the receivable because Ford Credit has not maintained physical possession, in the case of a tangible contract, or “control,” in the case of an electronic contract.
Subordination will cause some classes of notes to bear additional credit risk	The rights of the holders of any class of notes to receive payments of interest and principal may be subordinated to one or more other classes of notes or to the rights of others such as interest rate hedge counterparties. If you hold notes of a subordinated class, you will bear more credit risk than holders of more senior classes of notes and you will incur losses, if any, prior to holders of more senior classes of notes. Failure to pay interest on subordinated notes that are not part of the Controlling Class will not be an Event of Default.
Failure to pay principal on a note will not constitute an Event of Default until its final scheduled payment date	The trust does not have an obligation to pay a specified amount of principal on any note on any date other than its outstanding amount on its final scheduled payment date. Failure to pay principal on a note will not constitute an Event of Default until its final scheduled payment date.
You may suffer losses because you have limited control over actions of the trust and conflicts between classes of notes may occur	The trust will pledge the receivables to the indenture trustee to secure payment of the notes. The Controlling Class will be entitled to declare an event of default relating to a breach of a material covenant and accelerate the notes after an Event of Default, and waive Events of Default (other than failure to pay principal or interest). The Controlling Class may, in certain circumstances, direct the indenture trustee to sell the receivables after an acceleration of the notes even if the proceeds would not be sufficient to pay all of the notes in full. If your notes cannot be repaid in full with the proceeds of a sale of the receivables, you will suffer a loss.
	The Controlling Class may terminate the servicer following a Servicer Termination Event and may waive Servicer Termination Events.
	Holders of notes that are not part of the Controlling Class will have no right to take any of these actions. Only the Controlling Class will have these rights. The Controlling Class may have different interests from the holders of other classes of the notes and will not be required to consider the effect of its actions on the holders of other classes.

9

	For a more detailed description of the actions that the Controlling Class may direct, you should read “Description of the Notes — Events of Default — Remedies Following Acceleration” and “Servicing the Receivables and the Securitization Transaction — Resignation and Termination of the Servicer” in this prospectus.
The servicer’s ability to commingle collections with its own funds could result in reduced or delayed payments on the notes	The servicer will be required to deposit collections on the receivables in the trust’s collection account within two business days of applying such amounts to the obligor’s account or on a monthly basis, depending on its credit ratings. Until it deposits collections, the servicer may use them at its own risk and for its own benefit and may commingle collections on the receivables with its own funds. If the servicer does not pay these amounts to the trust by the next payment date (which could occur if the servicer becomes subject to a bankruptcy proceeding), payments on your notes could be reduced or delayed.
Delays in collecting payments could occur if Ford Credit is not the servicer	If Ford Credit resigns or is terminated as servicer, the processing of payments on the receivables and information relating to collections could be delayed. This could cause payments on your notes to be delayed. Ford Credit may be removed as servicer if it defaults on its servicing obligations or becomes subject to bankruptcy proceedings as described in this prospectus in “Servicing the Receivables and the Securitization Transaction — Resignation and Termination of the Servicer.”
Bankruptcy of Ford Credit could result in delays in payment or losses on your notes	If Ford Credit becomes subject to bankruptcy proceedings, you could experience losses or delays in payments on your notes. A court in a bankruptcy proceeding could conclude that Ford Credit effectively still owns the receivables because the sale of the receivables to the depositor was not a “true sale” or the assets and liabilities of the depositor should be consolidated with those of Ford Credit for bankruptcy purposes. If a court were to reach this conclusion, payments on your notes could be reduced or delayed due to:
	·the “automatic stay” provision of the U.S. federal bankruptcy laws that prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the bankruptcy court and other provisions of the U.S. federal bankruptcy laws that permit substitution of collateral in limited circumstances,
	·tax or government liens on Ford Credit’s property that arose prior to the transfer of the receivables to the trust having a claim on collections that are senior to your notes, or
	·the trust not having a perfected security interest in the financed vehicles or any cash collections held by Ford Credit at the time the bankruptcy proceeding begins.

10

	In addition, the transfer of receivables by the depositor to the trust, although structured as a sale, may be viewed as a financing because the depositor retains the residual interest in the trust. If a court were to conclude that such transfer was not a sale or the depositor was consolidated with Ford Credit in the event of Ford Credit’s bankruptcy, the notes would benefit from a security interest in the receivables but the receivables would be owned by Ford Credit and payments could be delayed, collateral substituted or other remedies imposed by the bankruptcy court that could cause losses or delays in payments on your notes.
	For more information about the effects of a bankruptcy on your notes, you should read “Some Important Legal Considerations — Bankruptcy Considerations Relating to the Sale of the Receivables” in this prospectus.
Federal financial regulatory reform could have an adverse impact on Ford Credit, the depositor or the trust	The Dodd-Frank Act created an alternative liquidation framework under which the FDIC may be appointed as receiver for the resolution of a non-bank financial company if the company is in default or in danger of default and the resolution of the company under other applicable law would have serious adverse effects on financial stability in the United States.
	There can be no assurance that the new liquidation framework would not apply to Ford Credit, the depositor or the trust, although the expectation is that the framework will be invoked only very rarely. Guidance from the FDIC indicates that the new framework will be exercised in a manner consistent with the existing bankruptcy laws, which is the insolvency regime which would otherwise apply to Ford Credit, the depositor and the trust.
	If the FDIC were appointed as receiver for Ford Credit, the depositor or the trust, or if future regulations or subsequent FDIC actions are contrary to the FDIC guidance, you may experience losses or delays in payments on your notes.
	For more information about the new framework, you should read “Some Important Legal Considerations — The Dodd-Frank Act” in this prospectus.
The servicing fee may be insufficient to attract a replacement servicer	If Ford Credit resigns or is terminated as servicer, the servicing fee, which is calculated as a fixed percentage of the pool balance, may be insufficient to attract a replacement servicer or cover the actual servicing costs on the receivables. In particular, as the pool balance declines, the amount of the servicing fee will decline each month as the pool balance declines, but the servicing costs on each account will remain essentially fixed. This risk is greatest toward the end of a securitization transaction when the pool balance has declined significantly. A delay or inability to find a replacement servicer would delay collection activities on the receivables and could delay payments and reports to the noteholders and the indenture trustee, have an adverse impact on amounts collected on defaulted receivables and ultimately lead to losses or delays in payments on your notes.

11

Ford Credit’s failure to repurchase receivables that do not comply with consumer protection laws could result in losses on your notes

If any receivable does not comply with U.S. federal and state consumer protection laws, the servicer may be prevented from or delayed in collecting amounts due on the receivable. Also, some of these laws may provide that the assignee of a consumer contract (such as the trust) is liable to the obligor for any failure of the contract to comply with these laws. Ford Credit must repurchase receivables that do not comply in all material respects with applicable laws. If Ford Credit fails to repurchase such receivables, you may experience losses or delays in payments on your notes.

For a more detailed description of consumer protection laws relating to the receivables, you should read “Some Important Legal Considerations — Legal Considerations Relating to the Contracts and the Financed Vehicles — Consumer Protection Laws” in this prospectus.

12

SPONSOR AND SERVICER

General

Ford Credit was established in 1959 to provide financing for Ford vehicles and support Ford dealers.  Ford Credit is a Delaware limited liability company and is an indirect wholly-owned subsidiary of Ford.

Ford Credit provides a wide variety of automotive financing products to and through automotive dealers throughout the world.  Ford Credit’s primary financing products are:

·Retail financing — purchasing retail installment sale contracts and leases from dealers, and offering financing to commercial customers, primarily vehicle leasing companies and fleet purchasers, to lease or purchase vehicle fleets,

·Wholesale financing — making loans to dealers to finance the purchase of vehicle inventory, also known as floorplan financing, and

·Other financing — making loans to dealers for working capital, improvements to dealership facilities, and to purchase or finance dealership real estate.

Ford Credit also services the finance receivables and leases it originates and purchases, makes loans to Ford affiliates, purchases certain receivables of Ford and its subsidiaries and provides insurance services related to its financing programs.

Ford Credit earns its revenue primarily from:

·payments on retail installment sale contracts and leases that it purchases,

·interest supplements and other support payments from Ford and affiliated companies on special rate financing programs, and

·payments on wholesale and other dealer loan financing programs.

Ford Credit will be the sponsor of the securitization transaction in which the notes will be issued.  Ford Credit will be the servicer of the receivables and the securitization transaction and the administrator for the trust.  Ford Credit will be responsible for structuring each securitization transaction and selecting the transaction parties.  Ford Credit will be responsible for paying the costs of forming the trust, legal fees of certain transaction parties, rating agency fees for rating the notes and other transaction costs.

Ford Credit purchases retail installment sale contracts from motor vehicle dealers in the United States in the ordinary course of its business and selects the pool of receivables for each securitization transaction.  The criteria used by Ford Credit to select the receivables for securitization will be described in the prospectus supplement.

Ford Credit will make representations about the characteristics of the receivables sold to the depositor and sold by the depositor to the trust.  If any representation is later discovered to have been untrue when made and the breach has a material adverse effect on any receivable, Ford Credit must repurchase the receivable unless it cures the breach in all material respects by the end of any applicable grace period.

For more information about the representations and repurchase obligations, see “Transfers of the Receivables” in the prospectus supplement.

13

General Securitization Experience

Ford Credit has been securitizing its assets since 1988.

Ford Credit’s securitization programs are diversified among asset classes and markets.  Ford Credit sponsors securitization programs for retail installment sale contracts, dealer floorplan receivables and operating leases and the related vehicles.  Ford Credit regularly participates in a number of international securitization markets, including the United States, Canada, Europe (including the United Kingdom, Germany, Spain, Italy and France) and Mexico and has participated in the securitization markets in Japan and Australia.

In the United States, Ford Credit sponsors a number of securitization and structured financing programs in which it sells receivables in the public markets and in private transactions.  In addition to selling receivables to trusts making registered public offerings or private placements of asset-backed securities, Ford Credit regularly sells retail installment sale contracts to a large number of multi-seller asset-backed commercial paper conduits and other purchasers and to special purpose entities that sell asset-backed securities to Ford Credit’s single-seller asset-backed commercial paper program.

Ford Credit securitizes its assets because the market for securitization of financial assets provides the company with a lower cost source of funding than other alternatives, diversifies funding among different markets and investors, and provides additional liquidity.  Ford Credit meets a significant portion of its funding requirements through securitizations for these reasons.

For more information about Ford Credit’s securitization programs and its funding strategy, please read Ford Credit’s Annual Report on Form 10-K which is available on Ford Credit’s website at www.fordcredit.com.

U.S. Securitization Program for Retail Installment Sale Contracts

Ford Credit has had an active publicly registered securitization program for retail installment sale contracts since 1989 and has issued asset-backed securities in more than 60 transactions under this program.  The asset-backed securities offered by the prospectus supplement accompanying this prospectus are part of this program.  Ford Credit has never received a demand to repurchase or replace any of the receivables underlying the asset-backed securities offered in this program due to a breach of representations relating to such receivables.  Repurchases of receivables due to Ford Credit’s discovery of a breach of representations have been immaterial in this program.  None of the asset-backed securities offered in this program have experienced any losses or events of default and Ford Credit has never taken any action out of the ordinary in any transaction to prevent such an occurrence.

Origination, Purchasing and Underwriting

Ford Credit purchases completed retail installment sale contracts entered into between retail customers and motor vehicle dealers for the sale and financing of vehicles.  When a customer purchases a vehicle from a dealer, the customer and the dealer agree on the purchase price of the vehicle and the acquisition of any insurance, service contracts and other products.  If the customer elects to finance the vehicle through the dealer, the customer and the dealer decide on the amount to be financed, term, payment terms and finance charge rate, or APR, on the retail installment sale contract.  The amount financed is the negotiated purchase price of the vehicle less any vehicle trade-in and/or down payment and cash payments from marketing programs offered by Ford and Ford Credit, plus taxes, insurance, service contracts, dealer installed accessories, outstanding balances on prior leases or trade-in vehicles and other fees and charges the dealer agrees to pay on behalf of the customer.  The customer also chooses the day of the month on which monthly payments will be due and the first payment date, which generally must be within 45 days of the date the contract is signed.  The dealer will determine if the customer is eligible for and will be using any marketing programs offered by Ford and Ford Credit that

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impact the terms of the retail installment sale contract, such as marketing programs that allow the customer to defer payments for a limited time before beginning to make monthly payments.

Each customer that elects to finance through the dealer completes a credit application.  If the dealer is requesting Ford Credit to purchase the retail installment sale contract, the dealer submits the credit application electronically to Ford Credit through web-based systems together with information about the proposed terms of the retail installment sale contract.  Upon receipt of a credit application, Ford Credit automatically obtains a credit report on the applicant from a national credit bureau, which includes a credit score and other information.  Ford Credit generally selects a credit bureau based upon its assessment of which credit bureau provides the most accurate and complete credit reports in the applicant’s geographic area.  In a limited number of cases, the applicant is a business entity and a credit score is not available as discussed in “—Commercial Accounts,” below, and in an even more limited number of cases, a credit score is not available because an applicant does not have a sufficient credit history.  Ford Credit also automatically obtains other information on the applicant including results of compliance and fraud checks, whether the applicant has other active credit applications submitted to Ford Credit, whether the applicant is a current or former Ford Credit customer, and in certain cases, other available credit information.

The first step Ford Credit takes upon receipt of an application is to classify the applicant based on whether the applicant is an individual or business entity, the applicant’s credit profile and whether the vehicle is new or used.  This classification determines the particular “scorecard” applied by the scoring models.  Ford Credit’s proprietary scoring models assess the creditworthiness of the applicant using the information provided on the applicant’s credit application, the proposed terms of the retail installment sale contract and the applicant’s credit bureau data and other information obtained by Ford Credit.  The scoring models are statistical tools used to differentiate credit applicants based on their probability of fully paying the amounts due under their contracts.  The scoring models assign a proprietary risk score for each applicant that is used in Ford Credit’s evaluation process.  The scorecards update the applicant’s risk score in real time throughout the evaluation and purchasing process if any of the inputs to the score change.  Using the models does not eliminate credit risk.

Ford Credit’s scorecards were developed internally using experience with its consumer portfolio databases of millions of contracts originated over several decades to identify key variables that predict an applicant’s probability of fully paying the amount due under the contract.  Ford Credit regularly reviews its scorecards to confirm the continued business significance and statistical predictability of the variables, including comparing actual and predicted performance of its retail portfolio.  Ford Credit develops new scorecards for its consumer, commercial and commercial line of credit applicants on a regular cycle plan.  Ford Credit may make adjustments to the scorecards between development cycles by uniformly changing the overall scores or modifying the weighting of selected variables to improve the performance of the scoring models.

If an individual applicant has sufficient recent credit history, the credit bureau data used in Ford Credit’s scoring models includes the applicant’s credit risk score, often referred to as a FICO® score, which is generated using statistical models created by Fair Isaac Corporation.  FICO® is a registered trademark of Fair Isaac Corporation.  Ford Credit uses FICO® scores designed specifically for automotive financing.  The FICO® score measures the likelihood that an applicant will become severely delinquent, and it is a significant factor in Ford Credit’s consumer scoring models.  FICO® scores range from 250 to 900.

After all information is obtained and a proprietary risk score has been generated, Ford Credit evaluates the application to determine whether to approve it.  Ford Credit’s decision process is based on a judgmental evaluation of the applicant, the credit application, the proposed terms of the contract, credit bureau information, proprietary risk score and other information.  The evaluation emphasizes the applicant’s ability to pay and creditworthiness focusing on payment, affordability, customer credit and stability as key considerations.  The creditworthiness of any co-applicant or guarantor is evaluated in a similar manner to the applicant and is also considered when determining whether to approve an application.

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To support consistent credit and purchase decisions, Ford Credit has established purchase standards and procedures including purchase quality guidelines and risk factor guidelines to be used by its credit analysts.  Purchase quality guidelines establish targets for the purchase of lower and marginal quality contracts and may be set at different levels for different geographic market areas.  Risk factor guidelines provide a framework of evaluation criteria for certain attributes of an application, including affordability measures such as payment to income and debt to income ratios, loan to value ratios, FICO® score, vehicle age and mileage on used vehicles and contract term.  Ford Credit has established procedures for determination and verification of income, employment and residency status for less creditworthy applicants.  Ford Credit uses performance monitoring software to improve process discipline and consistency of decisions.  Notwithstanding these guidelines, procedures and software, the judgment of the credit analyst is the most important aspect of Ford Credit’s evaluation and decision process.

All credit applications are initially evaluated by Ford Credit’s electronic decisioning process in order to expedite the review of applications, promote consistent decisions and allow Ford Credit to make and communicate decisions to dealers faster and more efficiently.  The electronic decisioning process approves or rejects credit applications using logic that replicates the judgmental evaluation that would be applied by an experienced credit analyst based on various combinations of factors that in Ford Credit’s experience has resulted in credit analyst approval or rejection.  Ford Credit regularly reviews its electronic decisioning strategy and adjusts it in response to market conditions and the performance of its portfolio.  These adjustments may result in an increase or a decrease in the percentage of credit applications approved or rejected electronically.  Ford Credit generally approves 30% to 40% of credit applications through its electronic decisioning process.  Applications not approved or rejected in the electronic decisioning process are automatically assigned to a credit analyst for further evaluation.  Failure to be approved by the electronic decisioning model does not mean that an application does not meet Ford Credit’s purchasing standards.  Many high quality applications are evaluated and approved by a credit analyst although they were not approved by the electronic decisioning process.

Upon receipt of a credit application, the credit analyst judgmentally evaluates the credit application using uniform system processes and system based decision-making tools in the framework of Ford Credit’s purchasing standards.  Each credit application is reviewed separately and the credit analyst makes an individual decision based on the analyst’s assessment of the strengths and weaknesses of the application and may work with the dealer to arrive at acceptable contract terms for applications that cannot be approved as originally submitted.  The credit analyst may condition approval on the addition of a qualified co-obligor or guarantor or on modifications to the financing terms in order to lower the total monthly payment on the contract, such as a higher cash down payment or a less expensive vehicle.  For less creditworthy applicants, or if there is a discrepancy in the information provided by the applicant, Ford Credit may verify the identity, employment and other applicant information before the decision is made.

Each credit analyst is assigned a specific dollar approval level.  These levels are based on an applicant’s total outstanding balances with Ford Credit.  More experienced analysts are assigned higher approval levels.  More senior personnel review or approve any credit application that exceeds the analyst’s approval level.  More senior personnel also review or approve credit applications that are outside certain Ford Credit purchasing standards, including an applicant with a proprietary risk score below a specified level combined with an extended contract term or a contract to finance a certain type of vehicle.  Purchasing standards are not strict limits or requirements and may be overridden for a number of compensating reasons determined in the judgment of the credit analyst evaluating the application, including demonstrated ability to pay, strong credit history, prior favorable Ford Credit financing experience with the applicant, good residency and employment stability validated through appropriate investigation and eligibility for marketing programs offered by Ford and Ford Credit.  Ford Credit’s credit and purchase decisions are made independently of Ford, and Ford cannot require Ford Credit to approve any credit application or purchase any contract that would not otherwise be approved or purchased through Ford Credit’s decision process.

Credit and purchase decisions are communicated to the dealer electronically.  Approvals and rejections made through the electronic decisioning process are communicated in seconds.  For credit applications not electronically approved or rejected, Ford Credit typically makes a decision within 20

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minutes of receipt of an application.  Less creditworthy applicants may require additional investigation and take longer before a decision can be made.  Over 95% of Ford Credit’s decisions are made within one hour of receipt of an application.

For approved credit applications, dealers must submit retail installment sale contracts, whether completed in a tangible or electronic format, on forms approved by Ford Credit.  After the dealer submits a completed contract, Ford Credit personnel and its origination system confirm that the terms of the contract are consistent with the application approval and check for specific errors apparent in the disclosures made by the dealer, such as the calculation of the APR.  If the contract is consistent with the approval but contains minor errors, Ford Credit may purchase the contract and send a correction notice to the obligor, or obtain a signed modification from the obligor.  If the contract is not consistent with the approval or has more significant errors, Ford Credit returns it to the dealer for correction or a new contract.  Each dealer signs an assignment agreement representing that it made all required disclosures and all disclosures made by the dealer are correct.  For disclosures that Ford Credit cannot review because the error would not be apparent in the contract, it relies on the representations made by the dealer in the assignment agreement.  The assignment agreement requires the dealer to apply immediately for a title that includes Ford Credit’s lien.  Ford Credit tracks titles to determine if its lien has been noted.

As part of the approval process, Ford Credit establishes a “dealer discount rate” that is used to calculate Ford Credit’s purchase price for the contract.  This dealer discount rate is determined based on a combination of Ford Credit’s proprietary risk score and the applicant’s FICO® score and the term of the contract.  For commercial applicants that do not have a FICO® score, the dealer discount rate is determined exclusively by Ford Credit’s proprietary risk score.  If the contract APR exceeds the dealer discount rate by more than the limits established by Ford Credit, then Ford Credit either will not purchase the contract or will reduce the APR to meet Ford Credit guidelines.  In the case of low-APR contracts, the dealer discount rate will match the low APR established by Ford.  In certain cases Ford Credit may approve an application for a contract with an APR lower than Ford Credit’s dealer discount rate.  These rate concessions generally are granted to allow dealers to offer lower APRs to qualified applicants who could obtain lower rates from other financing providers or to resolve a discrepancy in the originally quoted dealer discount rate.  Ford Credit also offers marketing programs where the dealer discount rate is determined primarily on the basis of certain applicant or contract characteristics rather than exclusively on the risk scores and credit scores.  These programs are generally offered to attract certain types of applicants or to promote sales of certain Ford vehicles.

Ford Credit pays the dealer a purchase price for the contract generally equal to the amount financed on the contract plus a set fee, a percentage of the amount financed or a portion of the finance charge on the contract.  The portion of the finance charge earned by the dealer is generally calculated using the difference between the dealer discount rate set by Ford Credit and the APR on the contract.

Ford Credit purchases contracts with terms up to 72 months.  Most contracts purchased by Ford Credit are for new Ford vehicles and most are with individuals who use the financed vehicle for personal use.  Ford Credit also purchases contracts for used vehicles, including certified pre-owned vehicles.  A certified pre-owned vehicle must satisfy manufacturer-established mileage limits, condition requirements and routine maintenance standards and typically is still covered by the manufacturer’s warranty.  Certified pre-owned vehicles are eligible for manufacturer sponsored incentive marketing programs.  About half of Ford Credit’s used vehicle retail contracts are for certified pre-owned vehicles.

Ford Credit classifies vehicles into categories.  The car category includes sedans, hatchbacks and coupes.  The light truck category includes vans, minivans and light pick-up trucks.  The truck category includes medium and heavy trucks with specialty bodies.  The utility category includes wagons, SUVs and cross-overs.

A majority of the contracts purchased by Ford Credit are completed in tangible, paper form and are physically signed by the obligor.  Ford Credit maintains possession of the tangible contracts in secured areas or facilities with limited access through a third party vendor.  The remainder of the contracts are

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completed in electronic form and are signed electronically by the obligor.  The electronic contracts created by this process are stored in a specially-designed computer system maintained by a third party vendor that identifies Ford Credit as the owner and establishes Ford Credit’s “control” of the electronic contracts.

Purchased contracts and related documents are electronically imaged.  For electronic contracts, a separate image of the original contract is created for servicing purposes.  Once imaged, the documents may be viewed on a computer screen for servicing, but may not be altered or deleted.  Additional documents obtained during servicing are also added to the imaged file.

Commercial Accounts

Some of the retail contracts purchased by Ford Credit are for customers who are either individuals or business entities who use the financed vehicles for commercial purposes.  Commercial customers may have multiple vehicles financed with Ford Credit.  Ford Credit’s scoring models for commercial applicants that are business entities include factors relevant to businesses and data available through commercial credit bureaus.  Consumer credit bureaus do not provide data or FICO® scores for business entities.  While credit reports from commercial credit bureaus may include credit risk scores, these scores are not FICO® scores.  Commercial credit bureau scores, when available, have been used in Ford Credit’s scoring models since the second quarter of 2008.  Commercial applications that include individuals as the applicant, co-applicant or guarantor are scored using scoring models that include the individual’s FICO® score.  Similar to purchase decisions for personal use applicants, purchase decisions for commercial use applicants emphasize ability to pay and creditworthiness, but also recognize that commercial use vehicles may have specialty bodies or equipment added and are often put to more demanding uses, which may reduce the resale value of the financed vehicle.  For these reasons, Ford Credit’s purchase standards are often different for commercial applicants, such as by requiring larger down payments and shorter terms.  A portion of commercial use customers have lines of credit that allow the customer to finance multiple vehicles up to the approved amount under pre-established terms subject to certain conditions.  Credit decisions for lines of credit are performed on at least an annual basis and include review of financial statements and may require guaranties of the contracts financed under the line of credit as a condition of approval.

The most significant difference between commercial and other contracts is that commercial contracts may be included in a separate cross collateral agreement.  These agreements allow Ford Credit to enforce collection and repossession rights against some or all contracts and financed vehicles with the same customer even if payments for some contracts are current.  Payments or other amounts, such as repossession sale proceeds, received that relate to a specific contract generally are applied first to that contract.  Excess amounts collected for one contract may be applied to other contracts with the same customer to reduce losses.

Occasionally, Ford Credit will make a direct loan to a dealer to purchase a vehicle for dealership use, such as transporting parts or customers whose vehicles are being serviced.  Although Ford Credit generally underwrites these loans in the same manner as it underwrites other commercial contracts, they are documented in a note and security agreement directly between Ford Credit and the dealer rather than a retail installment sale contract purchased from the dealer.

Portfolio Quality

Ford Credit uses its purchasing standards to manage the overall quality of its portfolio of retail installment sale contracts.  More senior personnel regularly review the purchase decisions of credit analysts after a contract has been purchased to ensure the purchase decisions are consistent with Ford Credit’s purchasing standards and to monitor and ensure purchase quality.  In addition, a specific auditing group within Ford Credit performs regular audits to monitor compliance with purchasing standards, company procedures and legal requirements.

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Ford Credit uses credit performance and purchase quality reports to monitor credit quality, consistency of purchase decisions and portfolio composition, including levels of lower and marginal quality contracts, and to provide ongoing training for credit analysts.  These reports are generated at a number of levels including total company, geographic region, business center, dealer and credit analyst.

Ford Credit regularly reviews and analyzes its portfolio of receivables to evaluate the effectiveness of its credit decisions and purchasing standards.  If external economic factors, credit loss or delinquency experience, market conditions, consumer credit trends, customer characteristics or other factors change, Ford Credit may adjust its purchasing standards, including purchase quality guidelines and risk factor guidelines, in order to change the quality of its portfolio or to achieve other goals and business objectives.

U.S. Servicing Experience

Ford Credit will service the receivables and the securitization transaction.  Ford Credit has been the servicer for its public retail securitization program since its inception in 1989.  None of the asset-backed securities in that program have experienced any losses or events of default.  There have not been any instances of material noncompliance with the servicing criteria in this program.

Ford Credit services all the receivables it originates, including receivables sold in securitizations and other structured financings.  Ford Credit uses technologies and has comprehensive web-based servicing policies and procedures that ensure common servicing practices and procedures are used for all receivables.  These technologies, practices and procedures are described in “— Servicing and Collections” below.  Servicing personnel do not know if a receivable they are servicing has been sold in a securitization transaction.

Ford Credit’s servicing and collections systems maintain records for all receivables, track application of payments and maintain relevant information on the obligors and account status.  The systems also capture communications with obligors and allow management to review collection personnel activities.

Ford Credit will be responsible for all servicing functions for the receivables.  As is customary in the servicing industry, Ford Credit engages vendors, including affiliates, to perform certain servicing processes.  These processes include processing monthly lockbox payments from customers, providing telephonic payment systems, monitoring notation of lien on title for financed vehicles, imaging customer documents, storing paper and electronic contracts, providing customer communications and notifications and early stage collections support and performing data entry and administrative functions.  Ford Credit requires all vendors to follow processes set by Ford Credit or agreed to between Ford Credit and the vendor and regularly monitors them for compliance.  Vendors do not have the discretion to make decisions that would materially affect agreed upon processes, amounts collected or the timing for amounts applied to obligor accounts.  Ford Credit believes these vendors could be easily replaced, if necessary.  Some vendors perform their services from locations outside the United States.

Ford Credit also contracts with a network of outside contractors to repossess vehicles and to collect some deficiencies for charged off accounts.  Ford Credit uses web-based auctions and auction houses engaged by Ford to prepare and sell repossessed vehicles at auction.  These contractors are monitored for compliance with the contracts, but due to the nature of these relationships, these contractors do not always follow established Ford Credit procedures.

As servicer of the securitization transaction, Ford Credit will prepare monthly investor reports, provide payment instructions to the indenture trustee and prepare annual compliance reports.

Servicing and Collections

General.  Ford Credit services the receivables from its centralized business centers and specialty servicing centers in the United States.  Ford Credit’s servicing operations are divided into three areas — account services, collections and vehicle liquidations.  The account services area handles non-collection

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related customer requests.  The collections area has two main functions — early stage delinquency, which includes account maintenance and late stage delinquency, which focuses on loss prevention.  Ford Credit has specialty service centers for accounts with bankrupt obligors and charged off accounts.  Ford Credit also has a centralized customer service center for inbound customer inquiries and early stage collections support.  Ford Credit uses specialty teams in its servicing operations for certain functions such as total loss insurance claims, vehicle skip tracing, multiple account customers and repossession reinstatements.  One or more of these functions may be located in a single center.

Ford Credit encourages obligors to make payments electronically, including through direct debit or telephonic or online payment systems.  Obligors may enroll in a variety of recurring and one-time automated clearinghouse or “ACH” programs that debit funds directly from their bank accounts.  Obligors who do not pay electronically are instructed to send their monthly payments to one of several lockbox locations.  Most banks convert checks into ACH items, which speeds up processing time.

Ford Credit applies almost all payments that are received prior to the designated processing time on each business day to an obligor’s account on the day payment is received.  By the end of the next business day, Ford Credit researches, matches and applies most payments that do not include enough information to match an account.  A specialized group at Ford Credit researches, matches and applies the remaining small number of payments that have not been matched to an account.

Most of the receivables are paid without any additional servicing or collection efforts.  Ford Credit uses a behavior scoring model to assess the probability of payment default for each receivable and implements collection efforts based on its determination of the credit risk associated with each obligor on the payment due date.  This model assesses a number of variables including origination characteristics, customer history, payment patterns and periodically updated credit bureau information.  Based on data from this scoring model, contracts are grouped by risk category for collection.  These categories determine how soon an obligor will be contacted after a payment becomes delinquent, how often the obligor will be contacted during the delinquency and how long the account will remain in account maintenance before it is transferred to loss prevention where a more experienced customer service representative follows the account until the delinquency is resolved.  Ford Credit regularly reviews its behavior scoring model to confirm the continued business significance and statistical predictability of the variables.  Ford Credit may make adjustments to the model by uniformly changing the overall scores or modifying the weighting of select variables to improve the model’s performance or Ford Credit may develop a new model that incorporates new data and/or different variables.  Ford Credit’s collection operations are supported by workforce scheduling software, call monitoring software, auto dialing technology, collection systems and workflow operating systems.

Ford Credit will attempt to contact an obligor with a delinquent account to determine the reason for the delinquency and identify the obligor’s plans to resolve the delinquency.  Most delinquent accounts are resolved because the obligor makes the past due payment.  If the obligor cannot make the past due payment Ford Credit frequently will extend the contract to allow an obligor to continue to make the normal monthly payments or the obligor may request and process a payment extension online.  A payment extension defers one or more past due payments and moves the scheduled maturity date by the number of months extended.  The length of the payment extension is typically one month, however extensions of up to three months may be granted and multiple payment extensions may be given over the term of the contract.  Following a payment extension, the account generally is no longer considered delinquent.  Ford Credit will generally grant a payment extension if the obligor’s payment problem is temporary, the obligor has an income source for making the next payment and the obligor has made at least one payment since contract inception and at least six payments between payment extensions.  A payment extension that does not comply with these guidelines must be approved by appropriate personnel and exceptions to the guidelines are reviewed regularly by servicing managers.  When allowed by state law, Ford Credit usually collects a fee on extensions and additional interest will be earned on the extended contracts.

Alternatively, Ford Credit may rewrite a contract if the obligor cannot make the past due payments.  A rewrite is a refinancing of the obligor’s outstanding balance typically with a longer contract term and sometimes a different interest rate.  Ford Credit’s guidelines for granting rewrites include requirements

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that all original parties remain on the contract and sign an amendment to the contract unless special approval is obtained and that the obligor has a stable source of income.  Ford Credit may reschedule an obligor’s payments if the obligor makes a large prepayment or a large insurance payment is received.  A reschedule generally means a reduction of the amount of the monthly payment over the same contract term.

From time to time Ford Credit may provide an administrative or “promotional” extension to certain obligors.  For example, an extension of up to 90 days may be allowed to obligors who live in an area affected by a natural disaster.  These extensions are not provided to obligors whose contracts are more than 61 days delinquent.  “Seasonal” or other promotional extensions may also be offered from time to time to obligors whose contracts meet the eligibility requirements established by Ford Credit.

An obligor may be allowed to change the monthly payment due date typically by not more than 30 days, if, for example, the day on which the obligor gets paid changes.  A due date change is not allowed for accounts more than 30 days delinquent.

Occasionally, a new obligor may assume the obligations under a retail installment sale contract with the original obligor either still liable or released from the terms of the contract.  In rare instances, substitution of the financed vehicle is permitted.

Ford Credit uses periodic management reports on delinquencies, extensions, rewrites and other measurements and operating audits to maintain control over the use of collection actions.  Ford Credit’s servicing policies and procedures may change over time.  Ford Credit regularly tests new servicing procedures on controlled portions of its receivables to develop and refine its servicing procedures.  Areas tested include timing and frequency of collection calls and when it is more effective for the account maintenance team or the loss prevention team to contact the obligor.  If a test shows that a new procedure is an improvement over the existing procedure, the new servicing procedure is applied to the entire portfolio.

Repossession and Charge Off.  Ford Credit makes reasonable efforts to collect on delinquent contracts and to keep contracts current.  Repossession is considered only after other collection efforts have failed.  While some obligors voluntarily surrender their vehicles to Ford Credit, self-help repossession is the method used by Ford Credit in most cases and usually is accomplished by using an independent contractor to take possession of the financed vehicle.  On average, Ford Credit repossesses the financed vehicle when the account is between 55 and 65 days delinquent, but may repossess earlier or later depending on the risk of the account or other circumstances.  Following repossession, the obligor may redeem the vehicle and, in some states, may reinstate its contract under a mandatory reinstatement right before the vehicle is sold.  In order to minimize credit losses, Ford Credit may allow certain obligors to reinstate their contracts even in states where the reinstatement right does not apply.

The vast majority of repossessed vehicles are sold at a physical or on-line auction and the net auction proceeds are applied to the outstanding balance of the contract.  Ford Credit works with the vehicle remarketing department of Ford to manage the disposal of repossessed vehicles and seeks to maximize net sale proceeds, which equals gross auction proceeds less auction fees and costs for reconditioning and transporting the vehicle to auction.  On average, vehicles are sold at auction within 35 to 45 days of repossession.  A small number of repossessed vehicles are sold through other means.  For example, some heavily damaged vehicles are sold for salvage or scrap and some vehicles may be sold directly to an insurance company if a claim has been filed on the repossessed vehicle.  Also, some vehicles with a limited resale market, such as some medium and heavy trucks and vehicles with specialty equipment, may be sold through a targeted bidding process to maximize proceeds from the sale.

After standard collection efforts are exhausted and all collections, including net sale proceeds, refunds on cancelled service contracts and insurance products and insurance claims, are applied, Ford Credit charges off any remaining balance owed by the obligor.  In a limited number of cases, an obligor or a financed vehicle cannot be located after skip tracing and the remaining balance owed by the obligor is charged off as a skip account.  Ford Credit may charge off the remaining balance owed by the obligor if

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the cost of collection exceeds the balance owed by the obligor and will not pursue further collection of the contract.

Ford Credit continues to pursue collection of deficiency balances and skip accounts after charge off through its specialty service center for charged off contracts.  Collection activities generally are continued until the contract is paid or settled in full, the contract is determined to be uncollectible due to bankruptcy of the obligor or for other reasons, the obligor dies without a collectible estate or the applicable statute of limitations expires.  Ford Credit may sell charged off contracts as a final effort to realize value.

Ford Credit may release the security interest in the financed vehicle to an insurer in order to receive proceeds from insurance covering the financed vehicle or following repossession of the vehicle, discounted settlement of the contract or abandonment of its rights in the financed vehicle, in each case in accordance with its policies and procedures.

Bankruptcy Accounts.  When Ford Credit is notified that an obligor has filed for bankruptcy, the account is moved to its specialty service center for accounts with bankrupt obligors.  Restrictions of the U.S. federal bankruptcy laws, including the automatic stay, prohibit Ford Credit from taking any collection action against the obligor or the financed vehicle without court approval.  In a Chapter 7 bankruptcy, the most common form of bankruptcy, the obligor is generally required to reaffirm its obligations, redeem the financed vehicle for a lump sum or return the financed vehicle.  If a contract is reaffirmed by the obligor, it will be returned to normal servicing.  In a Chapter 13 bankruptcy, the plan of reorganization usually requires the obligor to make payments over a two to five year period.  The payments required will be based on either the full contract balance or the value of the financed vehicle at the time of bankruptcy, depending on the time between the obligor’s purchase of the financed vehicle and the bankruptcy filing and whether the debt was incurred for personal or other use.  When the payments required under the plan of reorganization are completed, the obligor will receive a discharge from liability for any remaining balance under the contract.  Ford Credit will charge off any such remaining balance.

DEPOSITOR

Ford Credit Auto Receivables Two LLC, or the “depositor,” is a Delaware limited liability company created in January 2001.  Ford Credit is the sole member of the depositor.  The depositor was created for the limited purpose of purchasing receivables from Ford Credit and selling the receivables to trusts for securitization transactions.

The depositor will make representations about the characteristics of the receivables sold to the trust.  In addition, the depositor will represent that it owns the receivables free of any liens or claims.  If any of the depositor’s representations proves to have been untrue when made and the breach has a material adverse effect on any receivable, the depositor must repurchase the receivable unless it cures the breach in all material respects by the end of any applicable grace period.  In addition, the depositor must enforce Ford Credit’s repurchase obligation described above under “Sponsor and Servicer — General.”  The prospectus supplement will contain a more detailed description of the representations made by the depositor and its obligation to repurchase receivables.

The depositor will be responsible for filing any required income tax or franchise tax returns for the trust and for filing and maintaining the effectiveness of the financing statements that perfect the trust’s security interest in the receivables and other trust assets.

The depositor will pay the administrator’s annual fees and indemnify the underwriters against certain civil liabilities as described in this prospectus in “Plan of Distribution.”  If either the owner trustee or the indenture trustee resigns or is removed, the depositor will reimburse any expenses associated with its replacement.

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Securities issued by a trust may be sold by the depositor in private placements or other non-registered offerings and will not be offered by this prospectus.  The depositor may also retain all or a portion of any class of notes issued by a trust.

ISSUING ENTITY

The depositor will create a separate issuing entity for each securitization transaction.  Each issuing entity will be a Delaware statutory trust governed by a trust agreement between the depositor and the owner trustee.

The purposes of the trust will be to:

·acquire and hold the receivables and other trust assets,

·issue the notes and pledge the trust assets to the indenture trustee to secure payments on the notes,

·make payments on the notes,

·issue additional notes or certificates in exchange for all or a portion of the residual interest of the trust, and

·engage in other related activities to accomplish these purposes.

The trust may not engage in any other activities and may not invest in any other securities or make loans to any persons.

The trust agreement may be amended without the consent of the noteholders if the holder of the residual interest in the trust (a) certifies that the amendment will not have a material adverse effect on the notes and (b) delivers a legal opinion that, for federal income tax purposes, the amendment will not cause any note to be deemed sold or exchanged, cause the trust to be treated as an association or publicly traded partnership taxable as a corporation or adversely affect the treatment of the notes as debt for federal income tax purposes.  The trust agreement may also be amended with the consent of a majority of each class of notes outstanding (with each class voting separately, except that the Class A notes will vote together as a single class).

The trust may not dissolve, merge with or sell substantially all its assets to any other entity or impair the first priority lien of the indenture trustee in the trust assets except as permitted by the transaction documents.

The servicer will indemnify the trust for liabilities and damages caused by the servicer’s willful misconduct, bad faith or negligence (other than errors in judgment) in the performance of its duties as servicer.

Ford Credit will be the administrator of the trust under an administration agreement.  The administrator will provide notices on behalf of the trust and perform all administrative obligations of the trust under the transaction documents.  These obligations include obtaining and preserving the trust’s qualification to do business where necessary, notifying the rating agencies and the indenture trustee of events of default, preparing and filing reports with the SEC, inspecting the indenture trustee’s books and records, monitoring the trust’s obligations for the satisfaction and discharge of the indenture, causing the servicer to comply with its duties and obligations under the sale and servicing agreement, causing the indenture trustee to notify the noteholders of the redemption of their notes, and preparing and filing the documents necessary to release property from the lien of the indenture.  The depositor will pay the administrator an annual administration fee.

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The administrator may resign at any time by giving 60 days’ notice to the trust, the indenture trustee and the owner trustee.  In certain circumstances, the owner trustee, with the consent of the holders of a majority of the note balance of the Controlling Class, may terminate the administrator.  No resignation or termination of the administrator will become effective until a successor administrator is in place.

OWNER TRUSTEE

The identity of the owner trustee and a description of its experience as an owner trustee in securitization transactions will be included in the prospectus supplement.

The owner trustee’s main duties will be:

·creating the trust by filing a certificate of trust with the Delaware Secretary of State,

·maintaining the trust distribution account for the benefit of the holder of the residual interest in the trust, and

·executing documents on behalf of the trust.

The owner trustee will not be liable for any action, omission or error in judgment unless it constitutes willful misconduct, bad faith or negligence by the owner trustee.  The owner trustee will not be required to exercise any of its rights or powers under the transaction documents or to institute, conduct or defend any litigation on behalf of the trust at the direction of the depositor unless the depositor has offered reasonable security or indemnity satisfactory to the owner trustee to protect it against the costs and expenses that it may incur in complying with the direction.

The depositor and the administrator will indemnify the owner trustee for all liabilities and damages arising out of the owner trustee’s performance of its duties under the trust agreement unless caused by the willful misconduct, bad faith or negligence (other than errors in judgment) of the owner trustee or as a result of any breach of representations made by the owner trustee in the trust agreement.  The servicer will indemnify the owner trustee for liabilities and damages caused by the servicer’s willful misconduct, bad faith or negligence (other than errors in judgment) in the performance of its duties as servicer.

The trust will pay the fees of the owner trustee, reimburse the owner trustee for expenses incurred in performing its duties, and pay any indemnities due to the owner trustee, to the extent such amounts have not been paid or reimbursed by the depositor or the administrator.  The trust will pay these amounts to the owner trustee on each payment date up to the limit specified in the prospectus supplement before the trust makes any other payments.  The trust will pay the owner trustee amounts in excess of the limit only after paying in full on that payment date all other fees and expenses of the trust and all required interest and principal payments on the notes and after any required deposits to the reserve account are made.  Following an Event of Default, however, all owner trustee fees, expenses and indemnities will be paid first.

The owner trustee may resign at any time by notifying the depositor and the administrator.  The administrator may remove the owner trustee at any time and for any reason, and must remove the owner trustee if the owner trustee becomes legally unable to act, becomes subject to a bankruptcy or is no longer eligible to act as owner trustee under the trust agreement because of changes in its legal status, financial condition or certain rating conditions.  No resignation or removal of the owner trustee will be effective until a successor owner trustee is in place.  If not paid by the trust, the depositor will reimburse the owner trustee and the successor owner trustee for any expenses associated with the replacement of the owner trustee.

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The trust agreement will terminate when:

·the last receivable has been paid in full, settled, sold or charged off and all collections have been applied, or

·the trust has paid all the notes in full and all other amounts payable by it under the transaction documents.

Upon termination of the trust agreement, any remaining trust assets will be distributed to the holder of the residual interest in the trust and the trust will be terminated.

INDENTURE TRUSTEE

The identity of the indenture trustee and a description of its experience as an indenture trustee in securitization transactions will be included in the prospectus supplement.

The indenture trustee’s main duties will be:

·holding the security interest in the receivables and other trust assets on behalf of the noteholders,

·administering the trust bank accounts,

·enforcing remedies at the direction of the Controlling Class following an Event of Default and acceleration of the notes,

·acting as note registrar to maintain a record of noteholders and provide for the registration, transfer, exchange and replacement of notes,

·acting as note paying agent to make payments from the trust bank accounts to the noteholders and others, and

·notifying the noteholders of an Event of Default.

Except in certain limited circumstances, if the indenture trustee knows of an event that with notice or the lapse of time or both would become an Event of Default, it must provide written notice to the noteholders within 90 days.  If the indenture trustee knows of an Event of Default, it must notify all noteholders within five business days.  If the notes have been accelerated, the indenture trustee may, and at the direction of the holders of a majority of the note balance of the Controlling Class must, institute proceedings for the collection of amounts payable on the notes and enforce any judgment obtained, institute foreclosure proceedings and, in certain circumstances, sell the receivables.

The indenture trustee’s standard of care changes depending on whether an Event of Default has occurred.  Prior to an Event of Default, the indenture trustee will not be liable for any action, omission or error in judgment unless it constitutes willful misconduct, bad faith or negligence by the indenture trustee.  Following an Event of Default, the indenture trustee must exercise its rights and powers under the indenture using the same degree of care and skill that a prudent person would use under the circumstances in conducting his or her own affairs.  Following an Event of Default, the indenture trustee may assert claims on behalf of the trust and the noteholders against the depositor, Ford Credit and any interest rate hedge counterparties.

For a description of the rights and duties of the indenture trustee after an Event of Default and upon acceleration of the notes you should read “Description of the Notes — Events of Default and Remedies” in this prospectus.

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The indenture trustee must mail an annual report to the noteholders if certain events specified in the Trust Indenture Act have occurred during the preceding calendar year, including a change to the indenture trustee’s eligibility under the Trust Indenture Act, a conflict of interest specified in the Trust Indenture Act, a release of trust assets from the lien of the indenture and any action taken by the indenture trustee that has a material adverse effect on the notes.

The indenture trustee will not be required to exercise any of its rights or powers, expend or risk its own funds or otherwise incur financial liability in the performance of its duties if it has reasonable grounds to believe that it is not likely to be repaid or indemnified by the trust.  The indenture trustee also will not be required to take action in response to requests or directions of the noteholders unless the noteholders have offered reasonable security or indemnity satisfactory to the indenture trustee to protect it against the costs and expenses that it may incur in complying with the request or direction.

The trust and the administrator will indemnify the indenture trustee for all liabilities and damages arising out of the indenture trustee’s performance of its duties under the indenture unless caused by the willful misconduct, bad faith or negligence (other than errors in judgment) of the indenture trustee or as a result of any breach of representations made by the indenture trustee in the indenture.  The servicer will indemnify the indenture trustee for damages caused by the servicer’s willful misconduct, bad faith or negligence (other than errors in judgment) in the performance of its duties as servicer.

The trust will pay the fees of the indenture trustee, reimburse the indenture trustee for expenses incurred in performing its duties and pay any indemnities due to the indenture trustee, to the extent such amounts are not otherwise paid or reimbursed by the depositor or administrator.  The trust will pay these amounts to the indenture trustee on each payment date up to the limit specified in the prospectus supplement before the trust makes any other payments.  The trust will pay the indenture trustee amounts in excess of the limit only after paying in full on that payment date all other fees and expenses of the trust and all required interest and principal payments on the notes and after any required deposits to the reserve account have been made.  Following an Event of Default, however, all indenture trustee fees, expenses and indemnities will be paid first.

Under the Trust Indenture Act, the indenture trustee may be deemed to have a conflict of interest and be required to resign as indenture trustee for the notes or any class of notes if a default occurs under the indenture.  In these circumstances, separate successor indenture trustees will be appointed for each class of notes.  Even if separate indenture trustees are appointed for different classes of notes, only the indenture trustee acting on behalf of the Controlling Class will have the right to exercise remedies and only the Controlling Class will have the right to direct or consent to any action to be taken, including a sale of the receivables.

The indenture trustee may resign at any time by notifying the trust.  The holders of a majority of the note balance of the Controlling Class may remove the indenture trustee at any time and for any reason by notifying the indenture trustee and the trust.  The trust must remove the indenture trustee if the indenture trustee becomes legally unable to act or becomes subject to a bankruptcy or is no longer eligible to act as indenture trustee under the indenture because of changes in its legal status, financial condition or certain rating conditions.  No resignation or removal of the indenture trustee will be effective until a successor indenture trustee is in place.  If not paid by the trust, the depositor will reimburse the indenture trustee and the successor indenture trustee for any expenses associated with the replacement of the indenture trustee.

RECEIVABLES

Trust Assets

The primary assets of the trust will be a pool of receivables consisting of retail installment sale contracts secured by new and used cars, trucks and utility vehicles.  On the closing date for a securitization transaction, Ford Credit will sell the receivables and other related assets to the depositor, and the depositor will sell the receivables and other related assets to the trust.  The trust assets will be

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pledged by the trust to the indenture trustee for the benefit of the noteholders and any interest rate hedge counterparties.

The trust assets will be:

·the receivables and collections on the receivables applied on or after the cutoff date,

·funds and investments in bank accounts of the trust,

·security interests in the financed vehicles,

·proceeds from claims on any insurance policies covering the financed vehicles or the obligors,

·rights under the transaction documents, including rights to any credit or payment enhancements described in the prospectus supplement,

·any rebates of costs or premiums on cancelled extended warranty protection plans, physical damage, credit life or disability insurance policies or similar products included in the amount financed, and

·all proceeds of the above.

Additional Information About the Receivables

The prospectus supplement will contain additional information about the receivables, including:

·the number, aggregate principal balance and average principal balance of the receivables,

·the weighted average APR, original and remaining terms,

·the scheduled weighted average life, and

·the geographic distribution, credit score distribution, make, model and vehicle type distribution, interest rate distribution and other composition characteristics for the receivables.

The “initial pool balance” for each trust will be the aggregate principal balance of the receivables on the cutoff date.  The “pool balance” as of the last day of any month will be the aggregate principal balance of the receivables on such day excluding purchased receivables.  The “principal balance” of a receivable as of the cutoff date or the last day of any month means the amount financed, less:

·collections applied to reduce the principal balance of the receivable, and

·any amounts charged off on the receivable.

Static Pool Information — Prior Securitized Pools

Ford Credit will provide static pool information about its prior securitized pools of retail installment sale contracts in an annex to the prospectus supplement.

Types of Receivables

All of the receivables will be simple interest receivables.  A “simple interest receivable” amortizes the amount financed or principal of the receivable over a series of payments.  Payments under a simple interest receivable are applied first to interest accrued to the date of payment and then to reduce the

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principal balance.  Each payment consists of interest and a portion of the principal.  The interest amount of any payment is calculated by multiplying the unpaid principal balance of the receivable by its APR and by the period elapsed (as a fraction of a calendar year) since the preceding payment was paid.  The principal amount of any payment will be equal to the remainder of the payment.  A simple interest receivable may be prepaid without penalty.  The obligor will be required to pay interest on the receivable only to the date of prepayment.

If an obligor makes a payment before its scheduled due date, the portion of the payment allocable to interest will be less than it would have been had the payment been made as scheduled because less interest will have accrued, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly greater.  Conversely, if an obligor makes a payment after its scheduled due date, the portion of the payment allocable to interest will be greater than it would have been had the payment been made as scheduled because more interest will have accrued, and the portion of the payment applied to reduce the principal balance will be correspondingly less.

All of the receivables will require equal monthly payments.  The obligor pays a fixed monthly payment until the final scheduled payment date, at which time the amount of the final payment is increased or decreased as necessary to repay the then unpaid principal balance due to the timing of payments made over the term of the contract, payment extensions or partial prepayments.

SERVICING THE RECEIVABLES AND THE SECURITIZATION TRANSACTION

Servicing Duties

Under the sale and servicing agreement, the servicer’s main duties will be:

·collecting and applying all payments made on the receivables,

·investigating delinquencies,

·sending invoices and responding to inquiries of obligors,

·processing requests for extensions and modifications,

·administering payoffs, defaults and delinquencies,

·repossessing and then selling financed vehicles,

·maintaining accurate and complete accounts and computer systems for the servicing of the receivables,

·furnishing monthly investor reports and instructions to the indenture trustee, and

·providing the custodian with updated records for the receivable files.

Servicing Fees

The servicer will earn a servicing fee each month equal to 1% of the pool balance as of the first day of such month, unless another percentage is specified in the prospectus supplement.  In addition, the servicer will retain any late fees, extension fees and other administrative fees received from obligors and receive investment earnings on funds in the trust bank accounts.  If specified in the prospectus supplement, the servicer may receive a separate servicing fee from recoveries collected on charged off receivables.  The servicer will be entitled to reimbursement for fees and expenses paid to third parties related to the repossession, transportation, reconditioning and disposition of financed vehicles as well as

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for continued collection activities on charged off accounts.  The servicer may net these fees and expenses from collections deposited to the collection account.

Servicer Modifications and Obligation to Purchase Certain Receivables

The servicer will follow its policies and procedures in servicing the receivables.  As part of its normal collection efforts, the servicer may waive or modify the terms of any receivable, including granting payment extensions and rewriting, rescheduling or amending any contract or waiving late fees, extension fees or other administrative fees.  The servicer will purchase a receivable from the trust if the servicer makes certain modifications including if it grants payment extensions resulting in the final payment date of the receivable being later than the final scheduled payment date of the most junior class of notes issued by the related trust.  The servicer will also purchase a receivable if it modifies the amount financed or the APR of the receivable or rewrites or reschedules the contract to increase the number of originally scheduled due dates of the receivable.  However, the servicer will not be obligated to replace any modified receivables, and the servicer will not be required to purchase any modified receivable if such modification was required by law or court order, including by a bankruptcy court.  Ford Credit’s servicing systems identify these types of modifications and will automatically repurchase the modified receivable at the end of the month in which the modification is made.  The purchase price for such repurchase will be equal to the principal balance of the receivable plus 30 days of interest at the applicable APR prior to the modification, which will be deposited by the servicer to the collection account.  For modifications or waivers that do not result in a purchase of the receivable, Ford Credit does not expect that these changes or waivers will affect materially the cash flows on the receivables.

For more information about the servicer’s policies and procedures for servicing the receivables, including extensions and rewrites, you should read “Sponsor and Servicer — Servicing and Collections” in this prospectus.

The servicer must maintain perfection of the trust’s security interest in each receivable and Ford Credit’s security interest in the related financed vehicle until the receivable is paid in full or repurchased, except in certain limited circumstances.  For a charged off receivable, the servicer may release the security interest in a sale of charged off receivables and as permitted by the servicer’s policies and procedures.  If the servicer fails to maintain perfection of the trust’s security interest in the financed vehicle or otherwise impairs the rights of the trust or the noteholders in the receivable (other than in accordance with its policies and procedures) and the servicer does not correct the failure or impairment in all material respects by the end of the second month following the month that a responsible person of the servicer obtained actual knowledge or was notified of the impairment, the servicer must purchase the receivable from the trust.  The purchase price will generally be the principal balance of the receivable plus 30 days of interest at the applicable APR, which will be deposited by the servicer to the collection account.

For more information about the servicer’s policies and procedures for releasing the security interest in the receivable, you should read “Sponsor and Servicer — Repossession and Charge Off” in this prospectus.

Trust Bank Accounts

For each trust, the servicer will establish a collection account and will deposit all collections on the receivables and the purchase price for any receivable purchased by the servicer in the collection account.  The servicer may also establish additional bank accounts, including a reserve account or accounts from which payments to the noteholders will be made.  All trust bank accounts will be pledged to the indenture trustee to secure the notes.

Funds in the collection account will be invested in highly rated short-term investments that mature on or before the payment date on which the collections are to be distributed.  Funds in a reserve account will be invested in these highly rated short-term investments.  Investment earnings on funds in the trust bank accounts will be paid to the servicer each month.  The servicer will direct the investments unless the

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indenture trustee instructs the bank holding the account otherwise after an Event of Default.  The trust may invest the funds in the trust bank accounts in obligations issued by the underwriters or their affiliates or the servicer or its affiliates.

The servicer will have no access to the funds in the trust bank accounts.  Only the indenture trustee may withdraw funds from these accounts to make payments, including payments to the noteholders or to pay investment earnings to the servicer.  The indenture trustee will make payments from the collection account to the noteholders and others based on information provided by the servicer.

Deposit of Collections

On or before each payment date, the servicer will deposit all collections on the receivables for the preceding month in the collection account.  In general, Ford Credit will deposit all collections in the collection account within two business days of applying such collections to the obligors’ accounts, except that net recoveries on charged off accounts will generally be deposited on a monthly basis.  If Ford Credit’s short-term unsecured debt is rated equal to or higher than “R-1 (middle)” by DBRS, “F1” by Fitch, “P-1” by Moody’s or “A-1” by S&P, as applicable for each rating agency hired to rate the notes, and provided that no Servicer Termination Event has occurred, Ford Credit may deposit collections in the collection account on the business day preceding each payment date.  Until deposited in the collection account, collections may be used by the servicer for its own benefit and will not be segregated from its own funds.

For administrative convenience, the servicer may deposit collections and other amounts in the collection account each month net of the servicing fee payable to the servicer for the month, but must account for all transactions individually.  If amounts are deposited in error, they will be returned to the servicer or netted from subsequent deposits.

Reporting Obligations of Servicer

Monthly Investor Report.  The servicer will prepare a monthly investor report containing information about payments to be made on the notes and the performance of the receivables, as described in the prospectus supplement.

Annual Compliance Reports.  The servicer will prepare a number of reports, statements or certificates for each trust as described in the prospectus supplement.

Custodial Obligations of Ford Credit

Ford Credit will act as custodian for the trust and the indenture trustee and will maintain a receivables file for each receivable.  A receivables file will consist of originals or copies of the retail installment sale contract, credit application, certificate of title and other documents relating to the receivable, obligor and financed vehicle.  Each receivables file will be maintained separately, but will not be segregated from other similar receivables files or stamped or marked to reflect the sale to the trust so long as Ford Credit is servicing the receivables.

Delegation of Duties

As long as Ford Credit acts as servicer or custodian, it may delegate any or all of its duties to Ford or certain affiliates of Ford.  The servicer or custodian may perform any of its duties through subcontractors.  No delegation or subcontracting will relieve Ford Credit of its responsibilities regarding its duties and Ford Credit will remain responsible for such duties.  Ford Credit will be responsible for paying the fees of any subcontractors it employs except for fees and expenses charged to obligor accounts or netted from collections.

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Limitations on Liability

The servicer will not be liable to the trust or the noteholders for any action or omission or for any error in judgment, unless it constitutes willful misconduct, bad faith or negligence in the performance of its duties.  The servicer will be under no obligation to appear in, prosecute or defend any legal action that is not incidental to the servicer’s servicing responsibilities and that may cause it to incur any expense or liability.  The servicer will indemnify the trust, the owner trustee and the indenture trustee for damages caused by the servicer’s willful misconduct, bad faith or negligence in the performance of its duties as servicer.

Amendments to Sale and Servicing Agreement

The sale and servicing agreement may be amended without the consent of the noteholders if the depositor, the servicer or the issuing entity (a) certifies that the amendment will not have a material adverse effect on the notes and (b) delivers a legal opinion that, for federal income tax purposes, the amendment will not cause any note to be deemed sold or exchanged, cause the trust to be treated as an association or publicly traded partnership taxable as a corporation or adversely affect the treatment of the notes as debt for federal income tax purposes.  The sale and servicing agreement may also be amended with the consent of a majority of each class of notes outstanding (with each class voting separately, except that the Class A notes will vote together as a single class).

No amendment to the sale and servicing agreement may, without the consent of all affected noteholders,

·change the amount, timing or priority of distributions required to be made to the noteholders,

·reduce the percentage of noteholders that are required to consent to an amendment, or

·change the amount required to be held in the reserve account.

Resignation and Termination of Servicer

Ford Credit may not resign as servicer for the trust that will issue the notes unless it is no longer permitted to perform its duties under law.  No resignation will become effective until a successor servicer has assumed Ford Credit’s servicing obligations.

Each of the following events will be a “Servicer Termination Event” under the sale and servicing agreement:

·failure by the servicer to deposit any collections, payments or other amounts that continues for five business days after it receives notice of the failure from the owner trustee or the indenture trustee or a responsible person of the servicer learns of the failure, unless:

—the failure was caused by an event outside the control of the servicer and does not continue for more than ten business days, and the servicer uses all commercially reasonable efforts to perform its obligations and promptly notifies the owner trustee, the indenture trustee and the depositor of the failure and the steps being taken by the servicer to remedy it, or

—the failure relates to an amount no greater than 0.05% of the outstanding principal balance of notes issued by the trust and does not continue for more than (a) if the servicer’s long-term debt is rated investment grade by all rating agencies rating the notes, 90 days after a responsible person of the servicer learns of such failure or (b) if the servicer’s long-term debt is not so rated, 90 days after the collections, payments or other amounts were required to be deposited.

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·failure by the servicer to fulfill its duties under the transaction documents that has a material adverse effect on the notes and continues for 90 days after it receives notice of such failure from the owner trustee, the indenture trustee or the holders of at least 25% of the note balance of the Controlling Class,

·bankruptcy of the servicer, and

·any other event described in the prospectus supplement.

The holders of a majority of the note balance of the Controlling Class may waive any Servicer Termination Event.

As long as a Servicer Termination Event remains unremedied, the indenture trustee or the holders of a majority of the note balance of the Controlling Class may terminate the servicer for the trust.  If a successor servicer is not appointed by the date indicated in the notice of termination, the indenture trustee automatically will become the successor servicer and will be entitled to the original servicer’s compensation arrangements.  If the indenture trustee is unwilling or legally unable to act as servicer, it may appoint, or petition a court to appoint, a successor servicer having a net worth of at least $50 million and whose regular business includes the servicing of motor vehicle receivables.  The compensation paid to the successor servicer may not exceed the servicing compensation paid to the servicer under the sale and servicing agreement.

If a bankruptcy trustee or similar official is appointed for the servicer and no other Servicer Termination Event has occurred, the bankruptcy trustee or official may have the power to prevent the indenture trustee or the noteholders from replacing the servicer.

The servicer will agree to cooperate to effect a servicing transfer and make available its records on payments on the receivables and the receivable files.  The servicer will not be required to make available or license its proprietary servicing procedures, processes, models, software or other applications.  The predecessor servicer will reimburse the successor servicer for reasonable expenses associated with the transition of servicing duties.

USE OF PROCEEDS

The net proceeds from the sale of the notes issued on any closing date will be used by the depositor to purchase the receivables from Ford Credit and for any other purpose described in the prospectus supplement.  The use of the net proceeds from the sale of any notes issued by the trust after the original closing date will be described in the prospectus supplement.

MATURITY AND PREPAYMENT CONSIDERATIONS

The weighted average life of the notes generally will be determined by the rate at which the principal balances of the receivables are paid.  An increase in prepayments on the receivables will decrease the weighted average life of the notes.  “Prepayments” on the receivables will occur in the following circumstances:

·Prepayments on receivables — obligors may prepay their retail installment sale contracts in full or in part at any time without penalty,

·Rebates for cancelled items — rebates on cancelled service contracts, insurance and similar products included in the amount financed of the receivable may be received,

·Defaults — liquidation proceeds on defaulted receivables may be received,

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·Insurance proceeds — proceeds from claims on any insurance policies covering the financed vehicles or the obligors may be received,

·Repurchases of receivables by Ford Credit and the depositor — Ford Credit and the depositor may be required to repurchase ineligible receivables from the trust upon breaches of representations as described in the prospectus supplement in “Transfers of the Receivables — Obligation to Repurchase Ineligible Receivables Upon Breach,”

·Purchases of receivables by the servicer — the servicer may be required to purchase receivables if the servicer fails to maintain the security interest of the trust in the financed vehicles or otherwise impairs the rights of the trust or the noteholders in the receivables or if the servicer makes certain modifications to the receivables as described in this prospectus in “Servicing the Receivables and the Securitization Transaction — Servicer Modifications and Obligation to Purchase Certain Receivables,” and

·Clean up call option — the servicer will have the option to purchase the receivables from the trust on any payment date on which the pool balance has declined to the amount specified in the prospectus supplement.

No assurance can be made of the amount of principal payments that will be made on the notes on each payment date because that amount will depend primarily on the amount of principal payments, including prepayments, on the receivables during the preceding month.

In Ford Credit’s experience, prepayments on retail installment sale contracts occur primarily when obligors decide to purchase new vehicles, obligors finance with Ford Credit to obtain certain Ford-sponsored vehicle marketing incentives that require Ford Credit financing and pay off their accounts within the first few months of the contract term, defaulted contracts are liquidated or insurance proceeds are received after the financed vehicle is determined to be a total loss.  Unlike certain other asset classes, such as residential mortgage loans, retail installment sale contracts for the purchase of cars, trucks and utility vehicles do not experience significant voluntary prepayments as interest rates decline.  The short-term nature and smaller principal amount of retail installment sale contracts makes the benefit of refinancing smaller.  In addition, the use of low APR financing to increase sales of new cars, trucks and utility vehicles limits the situations in which an obligor could take advantage of lower rates by refinancing.

Any reinvestment risk resulting from a faster or slower rate of prepayment of receivables will be borne entirely by the noteholders.  For more information about reinvestment risk, you should read “Risk Factors — The timing of principal payments on your notes is uncertain” in this prospectus.

DESCRIPTION OF THE NOTES

The following summary describes certain terms of the notes and the indenture.  The trust will issue one or more classes of notes pursuant to the indenture between the trust and the indenture trustee specified in the prospectus supplement.  A form of the indenture is included as an exhibit to the registration statement filed with the SEC, that includes this prospectus.

Fixed and Floating Rate Notes

Each class of fixed rate notes will bear interest at the interest rate specified in the prospectus supplement.  Interest on fixed rate notes typically will be computed on the basis of a 360-day year of twelve 30-day months but the prospectus supplement may specify a different day count basis.

Each class of floating rate notes will bear interest determined by reference to the London Inter-Bank Offering Rate or “LIBOR,” plus a spread specified in the prospectus supplement.  The trust will appoint a calculation agent identified in the prospectus supplement to determine LIBOR for each interest period and each class of floating rate notes.  The calculation agent will determine LIBOR for each interest period on

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the second London business day preceding such interest period but the prospectus supplement may specify a different LIBOR determination date.  All determinations of LIBOR by the calculation agent, in the absence of manifest error, will be conclusive for all purposes and binding on the noteholders.  Interest on floating rate notes typically will be computed on the basis of a 360-day year and the actual number of days in a period but the prospectus supplement may specify a different day count basis.

If the trust issues floating rate notes, it may enter into interest rate swaps, caps and/or floors with counterparties to hedge the potential mismatch between the fixed interest rates on the receivables and the floating interest rates on the floating rate notes.  The material terms of these hedging arrangements and information about the interest rate hedge counterparties will be described in the prospectus supplement.

Principal and Interest Payments on the Notes

Each class of notes will have a stated principal amount and will bear interest at the interest rate specified in the prospectus supplement.  The timing and priority of payment, seniority, interest rate and amount of or method of determining payments of principal and interest on each class of notes will be described in the prospectus supplement.  Some classes of notes may have senior or subordinate rights to receive payments of interest and principal compared to other classes of notes.  Payments of interest on subordinate notes may be made prior to payments of principal on more senior notes.

Principal of and interest on any class of notes will be paid on a pro rata basis among all the noteholders of that class.  One or more classes of notes may be prepaid in whole as a result of the servicer exercising its clean up call option to purchase the receivables.

The trust will make interest and principal payments on each payment date to the holders of record of the notes on the day before the payment date (or, if definitive notes are issued, the last day of the preceding month).

Credit and Payment Enhancement

Credit and payment enhancements are intended to enhance the likelihood of receipt by the noteholders of the full amount of interest and principal due on their notes.

Credit and payment enhancements may not provide protection against all risks of loss and do not guarantee payment of interest and repayment of the entire principal amount of the notes.  If losses on receivables exceed the credit enhancement available, the noteholders will bear their allocable share of the loss, starting with the noteholders of the most junior class of notes outstanding.  The amount and the type of credit and payment enhancements for each class of notes will be described in the prospectus supplement.

“Credit enhancements” may include:

·A reserve account available to cover trustee fees and expenses, servicing fees, interest payments on the notes, priority principal payments and final principal payments if collections on the receivables were insufficient.  Any amounts remaining on deposit after payment of all fees and expenses owing by the trust and amounts owing on the notes and on any other securities issued by the trust will be released to the depositor.

·“Excess spread,” which is generally equal to the amount of interest collections and principal collections relating to the yield supplement discount remaining after paying trustee fees and expenses, servicing fees, senior amounts owing to any interest rate hedge counterparty, interest due on the notes and any required deposits in any reserve account. The amount of excess spread will depend on factors such as APRs, the interest rates on the notes, prepayments, yield supplement overcollateralization amounts and losses.

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·“Overcollateralization,” which is the amount by which the pool balance exceeds the note balance of the notes.

·Yield supplement discount arrangements for low APR receivables where the payments due under certain low APR receivables are discounted at both the contractual APR and at a higher rate and the aggregate difference of the discounted payments in each month is subtracted from the pool balance in order to increase the amount of principal required to be paid on each payment date.

·Subordination of classes that causes more junior classes of securities to absorb losses before more senior classes.

·“Turbo” payments for a class of notes, where excess spread is used in addition to principal collections from the receivables to repay the principal of such class and no amounts are released to the holder of the residual interest until such class is paid.

“Payment enhancements” include:

·Interest rate swaps where the trust makes fixed payments on a monthly or other basis to an interest rate hedge counterparty and receives a payment based on LIBOR and/or interest rate caps or floors where the trust makes an upfront payment to an interest rate hedge counterparty and receives a payment on a monthly or other basis to the extent LIBOR or another referenced rate specified in the cap or floor exceeds a stated cap rate or is less than a stated floor rate, as applicable.

·Third party payments, guarantees, surety bonds or letters of credit that would pay amounts specified in the prospectus supplement if other assets of the trust were insufficient to make required payments or would pay if assets of the trust were unavailable, such as collections held by servicer at the time of a bankruptcy proceeding.

Events of Default and Remedies

Events of Default.  Each of the following events will be an “Event of Default” under the indenture:

·failure to pay interest due on notes of the Controlling Class within the time period specified in the prospectus supplement,

·failure to pay the principal amount of any class of notes in full by its final scheduled payment date,

·failure by the trust to observe or perform any material covenant or agreement made in the indenture or any representation of the trust made in the indenture is later determined to have been incorrect in any material respect and, in either case, is not cured for a period of 60 days after notice was given to the trust by the indenture trustee or to the trust and the indenture trustee by the holders of at least 25% of the note balance of the Controlling Class, or

·bankruptcy or dissolution of the trust.

If the trust knows of an event that with notice or the lapse of time, or both, would become an Event of Default of the type described in the third item above, it must notify the indenture trustee within five business days.  Except in certain limited circumstances, if the indenture trustee knows of an event that with notice or the lapse of time, or both, would become an Event of Default, it must notify the noteholders within 90 days.

The trust must notify the indenture trustee, the servicer and the rating agencies no more than five business days after a responsible person of the issuer knows of an Event of Default.  If the indenture trustee knows of an Event of Default, it must notify all noteholders within five business days.

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The holders of a majority of the note balance of the Controlling Class may waive any Event of Default and its consequences except an Event of Default (a) in the payment of principal of or interest on any of the notes (other than an Event of Default relating to failure to pay principal due only because of the acceleration of the notes) or (b) in respect of a covenant or provision of the Indenture that cannot be amended, supplemented or modified without the consent of all noteholders.

The “Controlling Class” for a securitization transaction will be all outstanding classes voting as a single class, unless otherwise specified in the prospectus supplement.

Acceleration of the Notes.  If an Event of Default occurs, other than because of a bankruptcy or dissolution of the trust, the indenture trustee or the holders of a majority of the note balance of the Controlling Class may accelerate the notes and declare the notes to be immediately due and payable.  If an Event of Default occurs because of bankruptcy or dissolution of the trust, the notes will be accelerated automatically.

The holders of a majority of the note balance of the Controlling Class may rescind any declaration of acceleration if:

·notice of the rescission is given before a judgment for payment of the amount due is obtained by the indenture trustee,

·the trust has deposited with the indenture trustee an amount sufficient to make all payments of interest and principal due on the notes (other than amounts due only because of the acceleration of the notes) and all other outstanding fees and expenses of the trust, and

·all Events of Default (other than the nonpayment of amounts due only because of the acceleration of the notes) are cured or waived by the holders of a majority of the note balance of the Controlling Class.

Remedies Following Acceleration.  If the notes have been accelerated and the acceleration has not been rescinded, the indenture trustee, at the direction of the holders of a majority of the note balance of the Controlling Class, may:

·file a lawsuit for the collection of the notes and enforce any judgment obtained,

·institute foreclosure proceedings on the receivables, and

·take any other appropriate action to protect and enforce the rights and remedies of the indenture trustee, the noteholders and any interest rate hedge counterparties.

However, the indenture trustee is only permitted to sell the receivables if the following conditions are met, which depend on which Event of Default has occurred:

·If an Event of Default occurs because of the late payment of interest or principal of any note, the indenture trustee may sell the receivables without obtaining the consent of the noteholders or may elect to have the trust maintain possession of the receivables and apply collections as they are received, except that the indenture trustee will sell the receivables if directed by the holders of a majority of the note balance of the Controlling Class.

·If an Event of Default occurs because of the bankruptcy or dissolution of the trust, the indenture trustee may not sell the receivables unless:

—all of the noteholders of the Controlling Class consent to the sale,

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—the proceeds of the sale are expected to be sufficient to pay all amounts owed by the trust, including payments on the notes and any amounts due to any interest rate hedge counterparties, or

—the indenture trustee determines that the assets of the trust would not be sufficient on an ongoing basis to pay all amounts owed by the trust, including payments on the notes and any amounts due to any interest rate hedge counterparties as those payments would have become due if the obligations had not been accelerated, and the indenture trustee obtains the consent of the holders of 66-2/3% of the note balance of the Controlling Class.

·If an Event of Default occurs because of a breach of a representation or covenant of the trust, the indenture trustee may not sell the receivables unless:

—all of the noteholders consent to the sale, or

—the proceeds of the sale are expected to be sufficient to pay all amounts owed by the trust, including payments on the notes and any amounts due to any interest rate hedge counterparties.

The indenture trustee will notify the noteholders at least 15 days before any sale of the receivables.  Any noteholder, the depositor, the servicer and any interest rate hedge counterparty may submit a bid to purchase the receivables and may purchase the receivables at any sale proceeding.

Payments Following Certain Accelerations and Any Sale of the Receivables.  Following an acceleration of the notes or any sale of the receivables, any amounts collected by the indenture trustee will be paid in accordance with the “post-acceleration” priority of payments described in the prospectus supplement.

Standard of Care of the Indenture Trustee Following an Event of Default.  If an Event of Default has occurred and is continuing, the indenture trustee must exercise its rights and powers under the indenture using the same degree of care and skill that a prudent person would use under the circumstances in conducting his or her own affairs.  The holders of a majority of the note balance of the Controlling Class generally will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee following an Event of Default and acceleration of the notes.

Limitation on Suits.  No noteholder will have the right to institute any legal proceeding for any remedy under the indenture unless:

·the noteholder has given notice to the indenture trustee of a continuing Event of Default,

·the holders of at least 25% of the note balance of the Controlling Class have requested the indenture trustee to institute such legal proceeding,

·the requesting noteholders have offered reasonable security or indemnity satisfactory to the indenture trustee against any liabilities that the indenture trustee may incur in complying with the request,

·the indenture trustee has failed to institute the legal proceeding within 60 days after its receipt of the notice, request and offer of indemnity, and

·the holders of a majority of the note balance of the Controlling Class have not given the indenture trustee any inconsistent direction during the 60-day period.

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A noteholder, however, has the absolute right to institute at any time a proceeding to enforce its right to receive all amounts of principal and interest due and owing to it under its note, and such right may not be impaired without the consent of such noteholder.

The indenture trustee and the noteholders will agree not to institute a bankruptcy proceeding against the trust.

Notes Owned by Transaction Parties

Notes owned by the depositor, the servicer or any of their affiliates will not be included for purposes of determining whether a specified percentage of any class of notes have taken any action under the indenture or any other transaction document.

List of Noteholders

Three or more noteholders may request a list of all noteholders of the trust maintained by the indenture trustee for the purpose of communicating with other noteholders about their rights under the indenture or under the notes.  Any request must be accompanied by a copy of the communication that the requesting noteholders propose to send.

Satisfaction and Discharge of Indenture

The indenture will not be discharged until:

·the indenture trustee has received all notes for cancellation or, with certain limitations, funds sufficient to pay all notes in full,

·the trust has paid all other amounts payable by it under the transaction documents, and

·the trust has delivered an officer’s certificate and a legal opinion each stating that all conditions to the satisfaction and discharge of the indenture have been satisfied.

Amendments to Indenture

The indenture trustee and the trust may amend the indenture without the consent of the noteholders for limited purposes, including to:

·further protect the indenture trustee’s interest in the receivables and other trust assets subject to the lien of the indenture,

·add to the covenants of the trust for the benefit of the noteholders,

·transfer or pledge any trust assets to the indenture trustee,

·cure any ambiguity, correct any mistake or add any provision that is not inconsistent with any other provision of the indenture, so long as such action will not have a material adverse effect on the notes or the rights of any interest rate hedge counterparty, and

·modify, eliminate or add provisions required by or necessary to qualify the indenture under the Trust Indenture Act.

Except as provided below, the indenture trustee and the trust may amend the indenture to add, change or eliminate any provision or modify the noteholders’ rights under the indenture (1) without the consent of the noteholders if (a) the administrator certifies that the amendment will not have a material adverse effect on the notes and (b) each rating agency (i) confirms that the amendment will not result in a

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reduction or withdrawal of the then-current ratings of the notes or (ii) within ten business days of receiving notice of the amendment, does not provide notice that the amendment will result in a reduction or withdrawal of the then-current ratings of the notes or (2) with the consent of the holders of a majority of the note balance of the Controlling Class.  In each case, the indenture trustee must receive a legal opinion that, for federal income tax purposes, the amendment will not cause any note to be deemed sold or exchanged, cause the trust to be treated as an association or publicly traded partnership taxable as a corporation or adversely affect the treatment of the notes as debt for federal income tax purposes.

The prior consent of all adversely affected noteholders will be required for any amendment that would:

·change the provisions for amending the indenture or voting or consent under the indenture,

·change the principal amount of or interest rate on any note, the final scheduled payment date of any class of notes, the price at which notes may be redeemed following exercise of the clean up call option by the servicer or the percentage of the initial pool balance at which such option may be exercised or the priority of payments or how principal or interest payments are calculated or made on the notes,

·impair the right of noteholders to institute suits to enforce the indenture,

·change the definition of Controlling Class, or

·permit the creation of any lien ranking prior or equal to, or otherwise impair, the lien of the indenture trustee in the trust assets.

Residual Interest; Issuance of Additional Securities

The depositor initially will hold the residual interest in the trust and will be entitled to any amounts not needed on any payment date to make payments on the notes, or to make any other required payments or deposits in accordance with the priority of payments described in the prospectus supplement.

The depositor may exchange all or a portion of its residual interest for additional notes or certificates issued by the trust only if the following conditions are satisfied:

·the depositor delivers an officer’s certificate that the issuance of the additional notes or certificates will not adversely affect in any material respect the interest of any noteholder, and

·the depositor delivers a legal opinion to the indenture trustee, the owner trustee and the rating agencies that the issuance of the additional notes or certificates will not (1) cause any outstanding note to be deemed sold or exchanged, (2) cause the trust to be treated as an association or publicly traded partnership taxable as a corporation or (3) adversely affect the treatment of the outstanding notes as debt, in each case, for federal income tax purposes.

The depositor may register the additional notes or certificates and sell them publicly or may sell them in a private placement.  Because any additional securities will be subordinated to the notes and paid only from amounts otherwise payable to the depositor, no approval of the noteholders will be required and no notice of the issuance will be provided to the noteholders.

Book-Entry Registration

The notes will be available only in book-entry form except in the limited circumstances described below.  All notes will be held in book-entry form by The Depository Trust Company, or “DTC,” in the name of Cede & Co., as nominee of DTC.  Investors’ interests in the notes will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC.  Investors may hold their notes

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through DTC, Clearstream Banking Luxembourg S.A., or Euroclear Bank S.A./N.V., which will hold positions on behalf of their customers or participants through their respective depositories, which in turn will hold such positions in accounts as DTC participants.  The notes will be traded as home market instruments in both the U.S. domestic and European markets.  Initial settlement and all secondary trades will settle in same-day funds.

Investors who hold their notes through DTC will follow the settlement practices applicable to U.S. corporate debt obligations.  Investors who hold global notes through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary global notes and no “lock-up” or restricted period.

Actions of noteholders under the indenture will be taken by DTC upon instructions from its participants and all payments, notices, reports and statements to be delivered to noteholders will be delivered to DTC or its nominee as the registered holder of the book-entry notes for distribution to holders of book-entry notes in accordance with DTC’s procedures.

Investors should review the procedures of DTC, Clearstream and Euroclear for clearing, settlement and withholding tax procedures applicable to their purchase of the notes.

Notes will be issued in physical form to noteholders only if:

·the administrator determines that DTC is no longer willing or able to discharge properly its responsibilities as depository for the notes and the administrator or the depositor cannot appoint a qualified successor,

·the administrator terminates the book-entry system through DTC, or

·after the occurrence of an Event of Default or a Servicer Termination Event, the holders of a majority of the note balance of the Controlling Class notify the indenture trustee and DTC to terminate the book-entry system through DTC (or a successor to DTC).

Payments of principal and interest on definitive notes will be made by the indenture trustee on each payment date to registered holders of definitive notes as of the end of the preceding month.  The payments will be made by check mailed to the address of the holder as it appears on the register maintained by the indenture trustee.  The final payment on any definitive notes will be made only upon presentation and surrender of the definitive note at the address specified in the notice of final payment to the noteholders.

Definitive notes will be transferable and exchangeable at the offices of the indenture trustee or a note registrar.  No service charge will be imposed for any registration of transfer or exchange, but the indenture trustee may require payment of an amount sufficient to cover any tax or other governmental charge imposed in connection with any transfer or exchange.

Computing the Outstanding Principal Amount of the Notes

The monthly investor report described in the prospectus supplement will include a note factor for each class of notes that can be used to compute the portion of the principal amount outstanding on that class of notes each month.  The factor for each class of notes will be a seven-digit decimal indicating the remaining outstanding principal amount of that class of notes as of the applicable payment date as a percentage of its original principal amount, after giving effect to payments to be made on the payment date.

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The factors for each class of notes will initially be 1.0000000 and will decline as the outstanding principal amount of the class declines.  For each note, the portion of the principal amount outstanding on that class of notes can be determined by multiplying the original denomination of that note by the note factor for that class of notes.

SOME IMPORTANT LEGAL CONSIDERATIONS

Bankruptcy Considerations Relating to the Sale of the Receivables

Sale of Receivables by Ford Credit to the Depositor.  The sale of the receivables by Ford Credit to the depositor will be structured to minimize the possibility that a bankruptcy proceeding of Ford Credit will adversely affect the trust’s rights in the receivables.  Ford Credit and the depositor intend that the sale of the receivables by Ford Credit to the depositor will constitute a “true sale.” The depositor will have no recourse to Ford Credit other than the limited obligation to repurchase receivables for breaches of representations.

On the closing date for the notes, Ford Credit and the depositor will receive a reasoned legal opinion that in a bankruptcy of Ford Credit:

·the receivables and the collections on the receivables would not be property of Ford Credit’s bankruptcy estate under U.S. federal bankruptcy laws, and

·the automatic stay under U.S. federal bankruptcy laws would not apply to prevent payment of the collections on the receivables to the depositor or the trust.

This opinion will be subject to certain assumptions and qualifications and a court in a Ford Credit bankruptcy proceeding may not reach the same conclusion.

Structure of Depositor; Risk of Substantive Consolidation.  The depositor is organized as a special purpose entity and is restricted by its limited liability company agreement to activities designed to make it “bankruptcy-remote.” These restrictions limit the nature of its activities, prohibit the incurrence of additional indebtedness and make it unlikely that the depositor will have any creditors.  This agreement also restricts the depositor from commencing a voluntary case or proceeding under U.S. bankruptcy laws or any similar state law without the unanimous consent of its board of managers, including independent managers who are specifically instructed to take into account the interests of creditors of the depositor and the trusts created by the depositor, as well as the interests of the depositor, in any vote to allow the depositor to file for bankruptcy.  The limited liability company agreement also contains covenants meant to preserve the separate identity of the depositor from Ford Credit and to avoid substantive consolidation of Ford Credit and the depositor.  The most important of these covenants require each company to maintain its separate existence, maintain separate books and bank accounts, prepare separate financial statements and not hold itself as liable for debts of the other and not commingle the depositor’s assets with the assets of Ford Credit or its affiliates.

In addition, in the transaction documents, the owner trustee, the indenture trustee and the noteholders will agree not to institute a bankruptcy proceeding against the depositor in connection with any obligations under the notes or the transaction documents.

On the closing date for a securitization transaction, Ford Credit and the depositor will obtain a reasoned legal opinion that in a bankruptcy of Ford Credit, a creditor or bankruptcy trustee of Ford Credit (or Ford Credit as debtor in possession) would not have valid grounds to request a court to disregard the separate legal existence of the depositor so as to cause substantive consolidation of the assets and liabilities of the depositor with the assets and liabilities of Ford Credit in a manner prejudicial to the noteholders.  This opinion will be subject to certain assumptions and qualifications, including an assumption that the depositor and Ford Credit comply with its limited liability company agreement.  A court in a Ford Credit bankruptcy proceeding may not reach the same conclusion.  If the separate legal

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existence of Ford Credit and the depositor were disregarded and the assets and liabilities of Ford Credit and the depositor were consolidated, assets of the depositor could be used to satisfy Ford Credit’s creditors instead of the noteholders or the trust.  This consolidation of assets and liabilities generally is referred to as “substantive consolidation.”

Sale of Receivables by the Depositor to the Trust; Perfection of Security Interests.  The transfer of the receivables by the depositor to the trust will also be structured as a sale.  Similar to the sale by Ford Credit to the depositor, where Ford Credit is the sole member of the depositor, the depositor will retain an interest in the receivables it sells in the form of a residual interest in the trust.  This transfer may not constitute a “true sale” that removes the receivables from the bankruptcy estate of the depositor.  The depositor will grant a back-up security interest in the receivables to the trust and will file Uniform Commercial Code financing statements to perfect the trust’s ownership interest and security interest in the receivables.  The trust agreement contains provisions similar to those in the depositor’s limited liability company agreement designed to make it “bankruptcy-remote” by limiting the trust’s activities and requiring creditors to agree not to institute a bankruptcy proceeding against the trust.

Assuming that the sale of the receivables by Ford Credit to the depositor is a “true sale,” the depositor is not consolidated with Ford Credit in a bankruptcy of Ford Credit and the depositor is not in bankruptcy, the trust’s perfected security interest in the receivables generally will provide the trust with uninterrupted access to collections on the receivables (other than any collections held by Ford Credit as servicer at the time a bankruptcy proceeding is commenced).  The trust will grant a security interest in the receivables and other trust assets to the indenture trustee for the benefit of the noteholders, and the administrator will file Uniform Commercial Code financing statements to perfect and maintain the perfection of the security interest.

The Dodd-Frank Act

Orderly Liquidation Authority.  The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the “Dodd-Frank Act,” established the Orderly Liquidation Authority, or “OLA,” under which the Federal Deposit Insurance Corporation, or “FDIC,” is authorized to act as receiver of a financial company and its subsidiaries.  OLA differs from U.S. federal bankruptcy laws in several respects.  In addition, because the legislation remains subject to clarification through FDIC regulations and has yet to be applied by the FDIC in any receivership, it is unclear what impact these provisions will have on any particular company, including Ford Credit, the depositor or the trust, or such company’s creditors.

Potential Applicability to Ford Credit, the Depositor and the Trust.  There is uncertainty about which companies will be subject to OLA rather than the U.S. federal bankruptcy laws.  For a company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine that (1) the company is in default or in danger of default, (2) the failure of the company and its resolution under the U.S. federal bankruptcy laws would have serious adverse effects on financial stability in the United States, (3) no viable private sector alternative is available to prevent the default of the company and (4) an OLA proceeding would mitigate these effects.  There can be no assurance that the OLA provisions would not be applied to Ford Credit, although it is expected that OLA will be used only very rarely.  Ford Credit or the trust could, under certain circumstances, also be subject to OLA.

FDIC’s Avoidance Power Under OLA.  The provisions of OLA relating to preferential transfers differ from those of the U.S. federal bankruptcy laws.  If Ford Credit were to become subject to OLA, there is an interpretation under OLA that previous transfers of receivables by Ford Credit perfected for purposes of state law and the U.S. federal bankruptcy laws could nevertheless be avoided by the FDIC as preferential transfers.  In this case the receivables securing the notes could be reclaimed by the FDIC and the noteholders may have only an unsecured claim against Ford Credit.

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In July 2011, the FDIC adopted final rules which harmonize the application of the FDIC’s avoidance power under OLA with the related provisions under the U.S. federal bankruptcy laws.  Based on these rules, the transfer of the receivables by the sponsor would not be avoidable by the FDIC as a preference under OLA.

FDIC’s Repudiation Power Under OLA.  If the FDIC is appointed receiver of a company under OLA, the FDIC would have the power to repudiate any contract to which the company was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of the company’s affairs.

In January 2011, the Acting General Counsel of the FDIC issued an advisory opinion confirming:

·that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law, or changes the enforceability of standard contractual provisions meant to foster the bankruptcy-remote treatment of special purpose entities such as the depositor and the trust, and

·that, until the FDIC adopts a regulation, the FDIC will not exercise its repudiation authority to reclaim, recover or recharacterize as property of a company in receivership or the receivership assets transferred by that company prior to the end of the applicable transition period of any such future regulation, provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that company under the U.S. federal bankruptcy laws.

Ford Credit and the depositor intend that the sale of the receivables by Ford Credit to the depositor will constitute a “true sale” between separate legal entities under applicable state law.  As a result, Ford Credit believes that the FDIC would not be able to recover the receivables using its repudiation power.

Although the advisory opinion does not bind the FDIC, and could be modified or withdrawn in the future, the opinion provides that it will apply to asset transfers which occur prior to the end of any applicable transition period adopted to implement future regulation addressing the FDIC’s repudiation authority under OLA.  However, there can be no assurance that the FDIC will address its repudiation authority under OLA in future regulations or that future regulations or subsequent FDIC actions in an OLA proceeding involving Ford Credit, the depositor or the trust would not be contrary to this opinion.

If the trust were placed in receivership under OLA, the FDIC would have the power to repudiate the notes issued by the trust.  In that case, the FDIC would be required to pay compensatory damages that are no less than the principal amount of the notes plus accrued interest as of the date the FDIC was appointed receiver and, to the extent that the value of the property that secured the notes is greater than the principal amount of the notes and any accrued interest through the date of repudiation or disaffirmance, such accrued interest.

Security Interests in Receivables and Financed Vehicles

The sale and assignment of the receivables to the trust, the perfection of the security interests pledged in the receivables and the enforcement of rights to realize on the financed vehicles as collateral for the receivables will be subject to a number of federal and state laws, including the Uniform Commercial Code in effect in each state.  The retail installment sale contracts, both tangible and electronic, purchased by Ford Credit constitute “chattel paper” for purposes of the Uniform Commercial Code.  The sale, assignment and pledge of “chattel paper” may be perfected either by taking physical possession of tangible contracts and taking and maintaining “control” (within the meaning of the Uniform Commercial Code) of electronic contracts or by the filing of financing statements under the Uniform Commercial Code.

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All retail installment sale contracts acquired by Ford Credit are assigned to Ford Credit by the dealer under the terms of an assignment agreement.  Each retail installment sale contract includes a grant by the obligor of a security interest in the financed vehicle.  Ford Credit either takes physical possession, in the case of tangible contracts, or takes and maintains “control”, in the case of electronic contracts, to obtain a perfected security interest in the contract against the dealer.  The tangible contracts are held by Ford Credit or by a third party vendor.  The electronic contracts are stored in a specially-designed computer system maintained by a third party vendor that identifies Ford Credit as the owner and establishes Ford Credit’s “control” of the electronic contracts.

The sale and assignment of the receivables evidenced by the contracts from Ford Credit to the depositor and from the depositor to the trust and the pledge of the receivables from the trust to the indenture trustee, will be perfected, at each stage, by the filing of a financing statement under the Uniform Commercial Code.  Ford Credit will not transfer physical possession or “control” of the contracts to the trust or the indenture trustee, but will maintain such possession and “control” and act as custodian for the trust and the indenture trustee.  Ford Credit will mark its accounting records and computer systems to reflect such assignments and pledge, but will not segregate the contracts that are in its possession or “control” and they will not be stamped or marked to reflect the sale and assignment to the trust or the pledge to the indenture trustee so long as Ford Credit is servicing the receivables.

Ford Credit follows procedures to perfect its security interest in the financed vehicle usually by notation of its lien on the certificate of title for the financed vehicle.  Generally, these procedures require the dealer to apply for a title that includes Ford Credit’s lien immediately after Ford Credit’s purchase of a contract.  The vehicle titling laws of most states also allow Ford Credit to retain possession of the certificate of title until the contract is paid in full.  The procedures to perfect Ford Credit’s lien on the financed vehicle depend on the actions of third parties, including dealers, vehicle owners and state and local motor vehicle registration authorities.  If Ford Credit obtains a validly perfected security interest in the financed vehicle on a timely basis, the trust, as assignee of the receivable, will also have the benefits of this security interest in most states.  To avoid the administrative burden and costs, no financed vehicles are re-registered to identify the trust as the new secured party on the certificate of title and the obligors will not be notified that their contracts have been sold.  If Ford Credit does not obtain a perfected security interest in the financed vehicle due to fraud, forgery, negligence or administrative error of any third party, its security interest and, therefore, that of the trust, could be subordinated to subsequent purchasers of the financed vehicle and subsequent lenders with a perfected security interest.  If the trust does not have a perfected security interest in a financed vehicle, its ability to realize on the financed vehicle following an obligor default would be adversely affected.  Under the sale and servicing agreement, the servicer must take appropriate steps to maintain perfection of the security interest in the financed vehicles and must purchase the receivable if it fails to do so and the receivable is materially and adversely affected.

In most states, a perfected security interest in a financed vehicle continues for four months after the vehicle is moved to a new state from the state where it is registered and thereafter until the vehicle owner re-registers the vehicle in the new state.  Ford Credit, as secured party, must surrender possession if it holds the certificate of title to the financed vehicle, or would receive notice of surrender if its security interest is noted on the certificate of title.  In either case, Ford Credit would have the opportunity to continue its security interest in the financed vehicle in the new state.  Similarly, when an obligor sells a financed vehicle, Ford Credit must surrender possession of the certificate of title or will receive notice as a lienholder and will have an opportunity to require repayment of the receivable before release of the lien.  Under the sale and servicing agreement, the servicer must take appropriate steps to maintain perfection of the security interests in the financed vehicles and must purchase the receivable if it fails to do so and the receivable is materially and adversely affected.

In certain circumstances, the trust’s security interest in the receivable or the financed vehicle may be subordinated because federal or state law gives the holders of some types of liens, such as tax liens or mechanic’s liens, priority over even the properly perfected lien of other secured parties.  In addition, if a financed vehicle is confiscated by a government agency, Ford Credit may not be able to obtain possession of the vehicle and enforce the security interest unless it completes documentation required by

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the agency, including a “hold harmless” agreement.  Unless Ford Credit fails to follow its policies and procedures, Ford Credit will not be required to purchase any receivable in these circumstances.

Legal Considerations Relating to the Contracts and the Financed Vehicles

Repossession; Notice of Sale and Cure Rights.  If an obligor defaults on its retail installment sale contract, the trust will have all the remedies of a secured party under the UCC, except where specifically limited by other state laws.  These remedies include the right to perform self-help repossession unless it would constitute a breach of the peace or unless prohibited by state law.  Self-help repossession is the method used by Ford Credit in most cases and usually is accomplished by using an independent contractor to take possession of the financed vehicle.  In cases where the obligor objects or raises a defense to repossession, or if otherwise required by state law, Ford Credit may have to obtain a court order before repossessing the vehicle.

If an obligor is in default on its contract, some states require that the secured party notify the obligor of the default and give the obligor a time period to cure the default prior to repossession.  In Ford Credit’s experience, this right to cure is exercised by only a limited number of defaulted obligors.

Upon repossession of a vehicle, the Uniform Commercial Code and other state laws require the secured party to provide the obligor with reasonable notice of the date, time, and place of any public sale and/or the date after which any private sale of the vehicle may be held.  The obligor has the right to redeem the vehicle prior to sale by paying the secured party the unpaid balance of the contract plus reasonable expenses for repossessing, holding, and preparing the vehicle for disposition and arranging for the sale, including attorney’s fees when allowed by law.  In some states, the obligor has the right to reinstate the contract by payment of past due amounts and other specified amounts instead of all amounts due under the contract.

Deficiency Judgments.  Ford Credit generally is required to apply the proceeds of sale of a repossessed vehicle to the expenses of resale and repossession and then to the satisfaction of the indebtedness of the obligor on the receivable.  If the net proceeds from sale do not cover the full amount of the obligation, Ford Credit may seek a deficiency judgment in some states, but other states prohibit or limit such judgments.  Because a deficiency judgment is an unsecured personal judgment against the obligor for the shortfall, in many cases it is not useful to seek one.  If a deficiency judgment is obtained, it may be settled at a significant discount.

Consumer Protection Laws.  Numerous federal and state consumer protection laws impose substantial requirements upon dealers, finance companies, lenders and servicers involved in consumer finance, including Ford Credit, and impose statutory liabilities on those who fail to comply with their provisions.  The most significant consumer protection laws regulating the receivables include the federal Truth-in-Lending Act and state motor vehicle retail installment sales acts that mandate financing disclosures that must be made to consumers; the federal Equal Credit Opportunity Act that prohibits creditors from discriminating on the basis of specific factors, such as race, color, sex, age and marital status in all aspects of a credit transaction, including the application process and the development and use of scoring models; the federal Fair Credit Reporting Act that regulates consumer credit reports and includes requirements on when and how creditors may obtain and use these reports and actions creditors must take to prevent identity theft; and the Gramm Leach Bliley Act and state privacy laws that require protection of certain consumer data and communication of privacy rights with consumers.  State motor vehicle retail installment sales acts and other state laws regulate fees, finance charges, collection processes and licensing requirements.  In some cases, these laws could affect the trust’s ability to enforce the receivables or subject the trust to claims and defenses of the obligor including claims the obligor may assert against the motor vehicle dealer who sold the financed vehicle.  In addition, courts have imposed general equitable principles on secured parties pursuing repossession of collateral or litigation involving deficiency balances.  These equitable principles may relieve an obligor from some or all of the legal consequences of a default.

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Ford Credit and the depositor will represent that each receivable complies in all material respects with applicable requirements of law and that each receivable is not subject to claims or defenses of the obligor.  This representation is based on Ford Credit’s review of form contract terms, its review of completed contracts for errors apparent in the contract, and dealer representations of contract disclosure accuracy in agreements between Ford Credit and the dealer.  If an obligor has a claim against the trust for any violation of law with respect to a receivable, such violation would constitute a breach by Ford Credit and the depositor and if such breach has a material adverse effect on any receivable, Ford Credit and the depositor would have to repurchase the receivable unless the breach is cured in all material respects by the end of any applicable grace period.

Under the terms of the Servicemembers Civil Relief Act and similar state laws, an obligor who enters military service after the origination of a retail installment sale contract may be entitled to relief on finance charges in excess of 6%, and Ford Credit must suspend any attempts to self-help repossess the vehicle.  Receivables with obligors who are in the military or who subsequently enter the military may be included in the receivables owned by the trust and neither the depositor nor Ford Credit will be required to repurchase a receivable that becomes subject to these laws.

Bankruptcy Limitations.  U.S. bankruptcy laws affect the ability of the trust to realize upon collateral or enforce a deficiency judgment.  For example, in a Chapter 13 proceeding under the U.S. federal bankruptcy law, a court may prevent a creditor from repossessing a vehicle and, as part of the plan of reorganization may, in limited circumstances, reduce the amount of the secured indebtedness to the market value of the financed vehicle at the time of bankruptcy leaving the creditor as a general unsecured creditor for the remainder of the indebtedness.  A bankruptcy court may also reduce the monthly payments due under a contract or change the rate of interest and time of repayment of the indebtedness.  Neither the depositor nor Ford Credit will be required to repurchase a receivable that becomes subject to a bankruptcy proceeding after the cutoff date.

TAX CONSIDERATIONS

General

Set forth below is a discussion of the anticipated material U.S. federal income tax consequences of the purchase, ownership and disposition of the notes offered by this prospectus.  This discussion is based upon current provisions of the Internal Revenue Code, existing and proposed Treasury regulations, current administrative rulings, judicial decisions and other applicable authorities all of which are subject to change, perhaps with retroactive effect.  There are no cases or Internal Revenue Service, or “IRS,” rulings on similar transactions involving debt issued by a trust with terms similar to those of the notes.  There can be no assurance that the IRS will not challenge the conclusions reached in this discussion, and no ruling from the IRS has been or will be sought on any of the issues discussed below.  Furthermore, legislative, judicial or administrative changes may occur, perhaps with retroactive effect, which could affect the accuracy of the statements and conclusions set forth in this prospectus.

This discussion does not deal with all aspects of U.S. federal income taxation that may be relevant to the holders of notes in light of their personal investment circumstances nor, except for specific limited discussions of particular topics, to noteholders subject to special treatment under the U.S. federal income tax laws, such as insurance companies, tax-exempt organizations, financial institutions or broker dealers, taxpayers subject to the alternative minimum tax, holders that will hold the notes as part of a hedge, straddle, appreciated financial position or conversion transaction and holders that will hold the notes as other than capital assets.  This information is directed only to prospective investors who:

·purchase notes in the initial distribution of the notes,

·are citizens or residents of the United States, including domestic corporations, limited liability companies and partnerships, and

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·hold the notes as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code.

As used in this discussion, the term “U.S. noteholder” means a beneficial owner of a note that is for U.S. federal income tax purposes:

·a citizen or resident of the United States,

·a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia,

·an estate whose income is subject to U.S. federal income tax regardless of its source, or

·a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or that has made a valid election under applicable Treasury Regulations to be treated as a U.S. person.

The term “U.S. noteholder” also includes any noteholder whose income or gain in respect to its investment in a note is effectively connected with the conduct of a U.S. trade or business.  As used in this discussion, the term “non-U.S. noteholder” means a beneficial owner of a note other than a U.S. noteholder and other than a partnership.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) owns a note, the tax treatment of a partner in such a partnership will depend upon the status of the partner and the activities of the partnership.  Partners in such a partnership are encouraged to consult their tax advisors as to the particular U.S. federal income tax consequences applicable to them.

Prospective investors are encouraged to consult with their tax advisors as to the U.S. federal, state and local, foreign and any other tax consequences to them of the purchase, ownership and disposition of notes.

Tax Characterization of the Trusts

At the time that one or more classes of notes are issued by a trust, tax counsel to the depositor identified in the prospectus supplement will opine that, assuming compliance with the terms of the applicable trust agreement and related documents, the trust will not be an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

Except as specified in the related prospectus supplement, tax counsel will also opine that the notes will be treated as debt for U.S. federal income tax purposes.  If, contrary to the opinion of tax counsel, the IRS successfully asserted that one or more classes of notes did not represent debt for U.S. federal income tax purposes, such class or classes of notes might be treated as equity interests in the trust.  If so treated, the trust might be treated as a publicly traded partnership taxable as a corporation with potentially adverse tax consequences, including by not being able to reduce its taxable income by deductions for interest expense on notes recharacterized as equity.  Alternatively, the trust could be treated as a publicly traded partnership that would not be taxable as a corporation because it would meet an applicable safe harbor.  Nonetheless, treatment of notes as equity interests in such a partnership could have adverse tax consequences to certain noteholders.  For example, income to certain tax-exempt entities (including pension funds) would be “unrelated business taxable income,” income to non-U.S. noteholders may be subject to U.S. withholding tax and U.S. tax return filing requirements, and individual holders might be subject to certain limitations on their ability to deduct their share of trust expenses.

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Tax Characterization and Treatment of the Notes

Characterization as Debt.  For class or classes of notes, except for any class or classes which are specifically identified as receiving different tax treatment in the related prospectus supplement, tax counsel will deliver its opinion that the class or classes of notes will be treated as debt for U.S. federal income tax purposes.  The depositor, the servicer and each noteholder, by acquiring an interest in a note, will agree to treat the notes as debt for U.S. federal, state and local income and franchise tax purposes.

For a discussion of the potential U.S. federal income tax consequences to noteholders if the IRS were successful in challenging the characterization of the notes for U.S. federal income tax purposes, you should read “— Tax Characterization of the Trusts” above.

Treatment of Stated Interest.  Based on tax counsel’s opinion that the notes will be treated as debt for U.S. federal income tax purposes, and assuming the notes are not issued with original issue discount or “OID,” the stated interest on a note will be taxable to a noteholder as ordinary income when received or accrued in accordance with each noteholder’s method of tax accounting.

Original Issue Discount.  If the prospectus supplement states that a class of notes is to be treated as issued with OID, a holder of any such notes must include OID in its gross income as ordinary interest income as it accrues, regardless of the holder’s regular method of accounting, under a constant yield method.

Disposition of Notes.  If a noteholder sells or otherwise disposes of a note, the holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale or disposition and the holder’s adjusted tax basis in the note.  The holder’s adjusted tax basis will equal the holder’s cost for the note, increased by any OID and market discount previously included by such noteholder in income with respect to the note and decreased by any bond premium previously amortized and any payments of principal and OID previously received by such noteholder with respect to such note.  Any gain or loss on sale or disposition will be capital gain or loss if the note was held as a capital asset, except for gain representing accrued interest or accrued market discount not previously included in income.  Capital gain or loss will be long-term if the note was held by the holder for more than one year and otherwise will be short-term.

Information Reporting and Backup Withholding.  The indenture trustee will be required to report annually to the IRS, and to each noteholder of record, the amount of interest paid on the notes, and any amount of interest withheld for U.S. federal income taxes, except as to exempt holders (generally, corporations, tax-exempt organizations, qualified pension and profit-sharing trusts, individual retirement accounts, or nonresident aliens who provide certification as to their status).  Each holder who is not an exempt holder will be required to provide to the indenture trustee, under penalties of perjury, a certificate containing the holder’s name, address, correct federal taxpayer identification number and a statement that the holder is not subject to backup withholding.  Should such a holder fail to provide the required certification, the indenture trustee will be required to withhold the tax from interest otherwise payable to the holder and pay the withheld amount to the IRS.

Tax Consequences to Non-U.S. Noteholders.  A non-U.S. noteholder who is an individual or corporation (or a person treated as a corporation for U.S. federal income tax purposes) holding the notes on its own behalf will not be subject to U.S. federal income taxes on payments of principal, premium, interest or OID on a note, unless such non-U.S. noteholder is a direct or indirect 10% or greater shareholder of the trust or a controlled foreign corporation related to the trust.  To qualify for the exemption from taxation, the withholding agent must have received a statement from the individual or corporation that:

·is signed under penalties of perjury by the beneficial owner of the note,

·certifies that such owner is not a U.S. noteholder, and

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·provides the beneficial owner’s name and address.

A “withholding agent” is the last U.S. payor (or a non-U.S. payor who is a qualified intermediary, U.S. branch of a foreign person, or withholding foreign partnership) in the chain of payment prior to payment to a non-U.S. noteholder (which itself is not a withholding agent).  Generally, this statement is made on an IRS Form W-8BEN, which is effective for the remainder of the year of signature plus three full calendar years unless a change in circumstances makes any information on the form incorrect.  Notwithstanding the preceding sentence, an IRS Form W-8BEN with a U.S. taxpayer identification number will remain effective until a change in circumstances makes any information on the form incorrect, provided that the withholding agent reports at least annually to the beneficial owner on IRS Form 1042-S.  The beneficial owner must inform the withholding agent within 30 days of such change and furnish a new IRS Form W-8BEN.

A non-U.S. noteholder who is not an individual or corporation (or a person treated as a corporation for U.S. federal income tax purposes) holding the notes on its own behalf may have substantially increased reporting requirements and is encouraged to consult its tax advisor.

A non-U.S. noteholder whose income with respect to its investment in a note is effectively connected with the conduct of a U.S. trade or business would generally be taxed as if the holder was a U.S. noteholder provided the holder files IRS Form W-8ECI.

Certain securities clearing organizations, and other entities who are not beneficial owners, may be able to provide a signed statement to the withholding agent.  However, in such case, the signed statement may require a copy of the beneficial owner’s IRS Form W-8BEN (or the substitute form).

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a note by a non-U.S. noteholder will be exempt from U.S. federal income and withholding tax so long as:

·the gain is not effectively connected with the conduct of a trade or business in the United States by the non-U.S. noteholder, and

·in the case of a foreign individual, the non-U.S. noteholder is not present in the United States for 183 days or more in the taxable year.

If the interest, gain or income on a note held by a non-U.S. noteholder is effectively connected with the conduct of a trade or business in the United States by the non-U.S. noteholder, such holder, although exempt from the withholding tax previously discussed if an appropriate statement is furnished, will generally be subject to U.S. federal income tax on the interest, gain or income at regular federal income tax rates.  In addition, if the non-U.S. noteholder is a foreign corporation, it may be subject to a branch profits tax equal to 30 percent of its “effectively connected earnings and profits” within the meaning of the Internal Revenue Code for the taxable year, unless it qualifies for a lower rate under an applicable tax treaty.

State Tax Considerations

Because of the variation in the tax laws of each state and locality, it is impossible to predict the tax classification of the trust or the tax consequences to the trust or to holders of notes in all of the state and local taxing jurisdictions in which they may be subject to tax.  Prospective investors are encouraged to consult their tax advisors with respect to state and local taxation of the trust and state and local tax consequences of the purchase, ownership and disposition of notes.

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ERISA CONSIDERATIONS

General Investment Considerations

The Employee Retirement Income Security Act of 1974, or “ERISA,” and the Internal Revenue Code impose certain duties and requirements on employee benefit plans and other retirement plans and arrangements (such as individual retirement accounts and Keogh plans) that are subject to Title I of ERISA and/or Section 4975 of the Internal Revenue Code, referred to as “plans,” and certain entities (including insurance company general accounts) whose assets are deemed to include assets of plans, and on persons who are fiduciaries of plans.  Any person who exercises any authority or control over the management or disposition of a plan’s assets is considered to be a fiduciary of that plan.  In accordance with ERISA’s general fiduciary standards, before investing in the notes, a plan fiduciary should determine, among other factors:

·whether the investment is permitted under the plan’s governing documents,

·whether the fiduciary has the authority to make the investment,

·whether the investment is consistent with the plan’s funding objectives,

·the tax effects of the investment,

·whether under the general fiduciary standards of investment prudence and diversification an investment in any notes of a trust is appropriate for the plan, taking into account the overall investment policy of the plan and the composition of the plan’s investment portfolio, and

·whether the investment is prudent considering the factors discussed in this prospectus and the prospectus supplement.

In addition, ERISA and Section 4975 of the Internal Revenue Code prohibit a broad range of transactions involving assets of a plan and persons who are “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Internal Revenue Code.  A violation of these rules may result in the imposition of significant excise taxes and other liabilities.

A fiduciary of any plan should carefully review with its legal and other advisors whether the purchase, holding or disposition of any notes could give rise to a transaction prohibited or otherwise impermissible under ERISA or Section 4975 of the Internal Revenue Code, and should read “ERISA Considerations” in both this prospectus and the prospectus supplement regarding any restrictions on the purchase, holding and/or disposition of the notes offered by this prospectus and the prospectus supplement.  Unless otherwise specified, references to the purchase, holding and disposition of the notes in these sections also refer to the purchase, holding and disposition of a beneficial interest in the notes.

Prohibited Transactions

Whether or not an investment in the notes will give rise to a transaction prohibited or otherwise impermissible under ERISA or Section 4975 of the Internal Revenue Code will depend on the structure of the trust and whether the assets of the trust will be deemed to be “plan assets” of a plan investing in notes issued by the trust.  Pursuant to a regulation issued by the U.S. Department of Labor, as modified by Section 3(42) of ERISA, or the “plan assets regulation,” a plan’s assets may be deemed to include an interest in the underlying assets of the trust if the plan acquires an “equity interest” in the trust and none of the exceptions contained in the plan assets regulation are applicable.  In general, an “equity interest” is defined under the plan assets regulation as any interest in an entity other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features.

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The depositor believes that the notes will be treated as indebtedness without substantial equity features for purposes of the plan assets regulation.  This assessment is based upon the traditional debt features of the notes, including the reasonable expectation of purchasers of the notes that the notes will be repaid when due, traditional default remedies, and on the absence of conversion rights, warrants and other typical equity features.

Without regard to whether the notes are treated as debt for ERISA purposes, the purchase, holding and disposition of the notes by or on behalf of a plan could be considered to give rise to a direct or indirect prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code if the trust, the owner trustee, the indenture trustee, any underwriter or any of their respective affiliates, including Ford Credit, is or becomes a “party in interest” under ERISA or a “disqualified person” under Section 4975 of the Internal Revenue Code with respect to the plan.  In such case, exemptions from the prohibited transaction rules could be applicable to the purchase, holding and disposition of notes by or on behalf of a plan depending on the type and circumstances of the plan fiduciary making the decision to purchase a note and the relationship of the party in interest to the plan investor.  Included among these exemptions are:

·prohibited transaction class exemption, or “PTCE,” 84-14, regarding transactions effected by qualified professional asset managers,

·PTCE 90-1, regarding transactions entered into by insurance company pooled separate accounts,

·PTCE 91-38, regarding transactions entered into by bank collective investment funds,

·PTCE 95-60, regarding transactions entered into by insurance company general accounts, and

·PCTE 96-23, regarding transactions effected by in-house asset managers.

In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code provide an exemption for certain transactions between a plan and a person that is a party in interest or disqualified person with respect to a plan solely by reason of providing services to the plan or a relationship with such a service provider (other than a party in interest or a disqualified person that is, or is an affiliate of, a fiduciary with respect to the assets of the plan involved in the transaction), provided the plan pays no more than, and receives no less than, adequate consideration in connection with the transaction.  However, even if the conditions specified in one or more of the foregoing exemptions are met, the scope of relief provided by these exemptions may not necessarily cover all acts that might be construed as prohibited transactions.

Any plan that purchases, holds or disposes of notes of any class will be deemed to have represented that its purchase, holding or disposition of the notes does not constitute and will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules.

Benefit Plans Not Subject to ERISA or the Internal Revenue Code

Certain employee benefit plans, such as governmental plans, foreign plans and certain church plans (each as defined or described in ERISA) are not subject to the prohibited transaction provisions of ERISA and Section 4975 of the Internal Revenue Code.  However, such plans may be subject to provisions of other federal, state, local or non-U.S. laws or regulations that are substantially similar to Title I of ERISA or Section 4975 of the Internal Revenue Code.  In addition, any such plan that is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Internal Revenue Code is subject to the prohibited transaction rules set forth in Section 503 of the Internal Revenue Code.  Each plan that is subject to any laws or regulations substantially similar to Title I of ERISA or Section 4975 of the Internal Revenue Code, and each person acting on behalf of or investing the assets of such a plan, that purchases, holds or

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disposes of notes will be deemed to have represented that its purchase, holding and disposition of the notes does not constitute and will not result in a violation of such similar laws or regulations.

PLAN OF DISTRIBUTION

The trust will issue the notes to the depositor and the depositor will sell the notes to the underwriters named in the prospectus supplement.  In the underwriting agreement the depositor will agree to sell, and each of the underwriters will agree to purchase, a specified principal amount of one or more classes of notes, as set forth in the prospectus supplement.

The prospectus supplement (or supplemental prospectus supplement, as described below) will specify the price at which each class of notes will be offered to the public and any concessions that may be offered to certain dealers participating in the offering of the notes or specify that the notes are to be resold by the underwriters in negotiated transactions at varying prices to be determined at the time of such sale.  After the initial public offering of the notes, the public offering prices and the concessions may be changed.

The prospectus supplement, together with a supplemental prospectus supplement, also may be used by Ford Credit or its affiliates for the sale of a class of notes originally purchased from the depositor by Ford Credit or its affiliates on or after the closing date for a securitization transaction.

The depositor and Ford Credit will indemnify the underwriters against certain liabilities, including liabilities under the federal securities laws, or contribute to payments the underwriters may be required to make for those liabilities.

The trust may invest the funds in its bank accounts in obligations issued by the underwriters or their affiliates.

In connection with the sale of the notes, the underwriters may, to the extent permitted by Regulation M under the Securities Exchange Act of 1934, engage in:

·over-allotments, in which members of the selling syndicate sell more notes than the seller actually sold to the syndicate, creating a syndicate short position,

·stabilizing transactions, in which purchases and sales of the notes may be made by the members of the selling syndicate at prices that do not exceed a specified maximum,

·syndicate covering transactions, in which members of the selling syndicate purchase the notes in the open market after the distribution is completed in order to cover syndicate short positions, and

·penalty bids, by which underwriters reclaim a selling concession from a syndicate member when any of the notes originally sold by that syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may cause the prices of the notes to be higher than they would otherwise be.  These transactions, if commenced, may be discontinued at any time.

LEGAL OPINIONS

Counsel for the trust, the depositor and the servicer identified in the prospectus supplement will review or provide legal opinions on certain legal matters relating to the notes, including an opinion that the notes will be legally issued, fully paid and non-assessable and will be binding obligations of the trust, subject to customary exceptions as to enforceability.  Counsel for the underwriters identified in the prospectus supplement will review or provide legal opinions on certain legal matters.

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WHERE YOU CAN FIND MORE INFORMATION

The depositor, as originator of each trust, filed with the SEC a registration statement, Registration No. 333-167489 under the Securities Act of 1933, for the notes offered by this prospectus.  You may read and copy the registration statement and any notices, reports, statements or other materials filed by the trust, Ford Credit or the depositor at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C., 20549.

You may obtain more information about the operation of the Public Reference Room and copying costs by calling the SEC at 1-800-SEC-0330.  The SEC maintains a website at http://www.sec.gov where you can find reports, information statements and other information for registrants that file electronically with the SEC.  You may obtain more information about Ford and Ford Credit at www.ford.com and www.fordcredit.com.

The servicer will file for each trust annual reports on Form 10-K and distribution reports on Form 10-D, any current reports on Form 8-K, and amendments to those reports with the SEC.  A copy of any reports may be obtained by any noteholder by request to the indenture trustee or the depositor.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The trust “incorporates by reference” certain information it files with the SEC, which means that the trust can disclose important information to you by referring you to those documents.  The information incorporated by reference is considered to be part of this prospectus.  Information that the trust files later with the SEC will automatically update the information in this prospectus.  In all cases, you should rely on the later information over different information included in this prospectus or the accompanying prospectus supplement.  The trust incorporates by reference any monthly reports on Form 10-D and current reports on Form 8-K subsequently filed by or on behalf of the trust prior to the termination of the offering of the notes (including any market-making transactions with respect to such notes unless exempt from the registration requirements of the Securities Act).

The depositor will provide without charge to each person, including any beneficial owner of the notes, to whom a copy of this prospectus is delivered, on request of any such person, a copy of any of the documents incorporated in this prospectus or in any prospectus supplement by reference.

Requests for such copies should be directed to:

Ford Credit Auto Receivables Two LLC

c/o Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters, Suite 801-C1

One American Road

Dearborn, Michigan 48126

Attention:  Ford Credit SPE Management Office

Telephone number:  (313) 594-3495

Fax number:  (313) 390-4133

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INDEX OF DEFINED TERMS

clean up call	5	OID	48
Controlling Class	36	overcollateralization	35
credit enhancement	34	payment enhancement	35
depositor	22	plans	50
DTC	39	pool balance	27
ERISA	50	Prepayments	32
Event of Default	35	principal balance	27
excess spread	34	PTCE	51
financed vehicles	4	receivables	4
Ford	4	responsible person	29
Ford Credit	4	SEC	3
initial pool balance	27	servicer	5
IRS	46	Servicer Termination Event	31
LIBOR	33	simple interest receivable	27
obligors	4	trust	4

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You should rely only on the information contained in or incorporated by reference into this prospectus supplement or the prospectus.  Ford Credit has not authorized anyone to give you different information.  You should not rely on the accuracy of the information in this prospectus supplement or the prospectus for any date other than on its date.  Ford Credit is not offering the notes in any state where their offer is not permitted. Ford Credit Auto Receivables Two LLC Depositor Ford Motor Credit Company LLC Sponsor and Servicer

Ford Credit Auto Owner Trust 2012-D Issuing Entity or Trust $342,700,000 Class A-2 0.40% Asset Backed Notes $326,200,000 Class A-3 0.51% Asset Backed Notes $95,610,000 Class A-4 0.67% Asset Backed Notes $31,560,000 Class B 1.01% Asset Backed Notes $21,040,000 Class C 1.23% Asset Backed Notes $21,040,000 Class D 1.97% Asset Backed Notes PROSPECTUS SUPPLEMENT

Dealer Prospectus Delivery Obligation.  Until 90 days after the date of this prospectus supplement all dealers that effect transactions in these securities, whether or not participating in the offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

BofA Merrill Lynch Credit Suisse Deutsche Bank Securities CIBC COMMERZBANK