Ford Motor Credit 10Q/A 2006 Q2 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2006

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ________________

Commission file number 1-6368

Ford Motor Credit Company

(Exact name of registrant as specified in its charter)

Delaware	38-1612444
(State of incorporation)	(I.R.S. employer identification no.)
One American Road, Dearborn, Michigan	48126
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (313) 322-3000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filero

Non-accelerated filerþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes þ No

As of August 1, 2006, the registrant has outstanding 250,000 shares of Common Stock. No voting stock of the registrant is held by non-affiliates of the registrant.

REDUCED DISCLOSURE FORMAT

The registrant meets the conditions set forth in General Instruction H (1 )(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format.

EXHIBIT INDEX APPEARS AT PAGE 43

EXPLANATORY NOTE - RESTATEMENT OF FINANCIAL INFORMATION

Ford Motor Credit Company ("Ford Credit", the "Company", "we", "our" or "us") is filing this Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2006 ("Amendment" or "Form 10-Q/A") to amend our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 ("Original Filing" or "2006 Form 10-Q Report") that was filed with the Securities and Exchange Commission ("SEC") on August 4, 2006.

In October of 2006, we reviewed our application of paragraph 68 of Statement of Financial Accounting Standards No. 133 ("SFAS 133"), Accounting for Derivative Instruments and Hedging Activities. One of the general requirements of SFAS 133 is that hedge accounting is appropriate only for those hedging relationships that a company expects will be highly effective in achieving offsetting changes in fair value or cash flows attributable to the risk being hedged. To determine whether transactions satisfy this requirement, companies must periodically assess the effectiveness of hedging relationships both prospectively and retrospectively. Paragraph 68 of SFAS 133 ("Paragraph 68") contains an exception from these periodic assessment requirements in the form of an "assumption of no ineffectiveness" for certain hedges of interest rate risk that involve interest rate swaps and recognized interest-bearing assets or liabilities. The exception identifies the specific requirements for the derivative and hedged items that must be met, such as a derivative fair value of zero at inception of the hedging relationship, matching maturity dates, and contemporaneous formal documentation.

Based on our review, we concluded that all of our interest rate swaps were and continue to be highly effective economic hedges; we also concluded, however, that nearly all of these transactions failed to meet the requirements set forth in Paragraph 68, primarily because:

Transactions that we designated as fair value hedges involved interest rate swaps hedging the back-end of debt instruments or involved longer-than-normal settlement periods.

We paid or received fees when entering into a derivative contract or upon changing counterparties.

Interest rate swaps included terms that did not exactly match the terms of the debt, including prepayment optionality.

Although we now have determined that the hedging relationships at issue in this restatement did not meet the specific criteria for an assumption of no ineffectiveness pursuant to Paragraph 68, we are precluded by SFAS 133 from retroactively performing full effectiveness testing in order to apply hedge accounting. Accordingly, we have restated our results to reflect the changes in fair value of these instruments as derivative gains and losses through earnings during the affected periods, without recording any offsetting change in the value of the debt they were economically hedging.

As a result of our analysis, we have restated our historical balance sheets as of December 31, 2005 and 2004; our statements of income, cash flows and stockholder's equity for the years ending 2005, 2004, and 2003; and selected financial data as of and for the years ended December 31, 2005, 2004, 2003, 2002 and 2001.

Changes in the fair value of interest rate swaps are driven primarily by changes in interest rates. We have long-term interest rate swaps with large notional balances, many of which are "receive-fixed, pay-float" interest rate swaps. Such swaps increase in value when interest rates decline, and decline in value when interest rates rise. As a result, changes in interest rates cause substantial volatility in the fair values that must be recognized in earnings. In 2001 and 2002, when interest rates were trending lower, we recognized large derivative gains in our restated financial statements. The upward trend in interest rates from 2003 through 2005 caused our interest rate swaps to decline in value, resulting in the recognition of derivative losses for these periods.

EXPLANATORY NOTE - RESTATMENT OF FINANCIAL INFORMATION (Continued)

Subsequent to the completion of our originally-filed financial statements for each period being restated, we identified adjustments that should have been recorded in these earlier periods. Upon identification, we determined these adjustments to be immaterial, individually and in the aggregate, to our originally-filed financial statements and generally recognized these adjustments in the period in which they were identified. Because our interest rate swap adjustment has required a restatement, we also are reversing these out-of-period adjustments and recording them in the proper periods.

The following table sets forth a reconciliation of previously reported and restated net income for the periods shown (in millions):

	Net Income
	Second Quarter 2006			Second Quarter 2005		Six Months 2006			Six Months 2005

Previously reported	$	441		$	740	$	920		$	1450
Pre-tax adjustments:
Fair value interest rate swaps		(232	)		383		(563	)		(189	)
Out-of-period adjustments		11			12		(27	)		14
Total pre-tax adjustments		(221	)		395		(590	)		(175	)
Related tax effects-provision for / (benefit from)		(84	)		148		(222	)		(65	)
Net after-tax adjustments		(137	)		247		(368	)		(110	)
Restated	$	304		$	987	$	552		$	1,340

For additional discussion of the restatement, including the out-of-period adjustments, see Note 19 of our Notes to the Financial Statements to our Annual Report on Form 10-K/A for the year ended December 31, 2005 ("2005 Form 10-K/A Report") and Note 12 of our Notes to the Financial Statements of this Form 10-Q/A.

This Form 10-Q/A includes the restated statements of income for the three- and six-month periods ended June 30, 2006 and 2005, the restated balance sheets for the periods ended June 30, 2006 and December 31, 2005 and the restated statements of cash flows for the six month periods ended June 30, 2006 and 2005.

For the convenience of the reader, this Form 10-Q/A includes, in their entirety, those items in the Original Filing that are not being amended and restated. This Form 10-Q/A does not describe events occurring after the Original Filing or modify or update any disclosures in the Original Filing that may have been affected by subsequent events or the passage of time, and the information included in the Original Filing and included in this Form 10-Q/A that is not affected by the restatement describes conditions as they existed and were presented in the Original Filing.

We have not filed amended Form 10-Qs for the interim periods affected by the restatement prior to and including the quarter ended June 30, 2005. The information that has been previously filed or otherwise reported for these periods is superseded by the information in this Form 10-Q/A for the quarter ended June 30, 2006, in our Form 10-K/A for the year ended December 31, 2005, in our Form 10-Q/A for the quarter ended March 31, 2006 and in our Form 10-Q for the quarter ended September 30, 2006, which are being filed concurrently with this Form 10-Q/A for the quarter ended June 30, 2006.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

For the Periods Ended June 30, 2006 and 2005

(in millions)

	Second Quarter						First Half
	Restated 2006			Restated 2005			Restated 2006			Restated 2005
	(Unaudited)						(Unaudited)
Financing revenue
Operating leases	$	1,370		$	1,339		$	2,700		$	2,679
Retail		925			993			1,832			2,070
Interest supplements and other support costs earned from affiliated companies		806			795			1,582			1,638
Wholesale		642			276			1,241			527
Other		56			55			110			111
Total financing revenue		3,799			3,458			7,465			7,025
Depreciation on vehicles subject to operating leases		(1,264	)		(1,095	)		(2,445	)		(2,172	)
Interest expense		(1,907	)		(1,586	)		(3,700	)		(3,259	)
Net financing margin		628			777			1,320			1,594
Other revenue
Investment and other income related to sales of receivables (Note 5)		190			439			373			897
Insurance premiums earned, net		51			52			102			104
Other income		113			761			135			606
Total financing margin and other revenue		982			2,029			1,930			3,201
Expenses
Operating expenses		490			522			1,009			1,050
Provision for credit losses (Note 4)		(7	)		(111	)		(2	)		6
Insurance expenses		64			61			106			97
Total expenses		547			472			1,113			1,153
Income from continuing operations before income taxes		435			1,557			817			2,048
Provision for income taxes		131			574			265			748
Income from continuing operations before minority interests		304			983			552			1,300
Minority interests in net income of subsidiaries		—			—			—			1
Income from continuing operations		304			983			552			1,299
Income from discontinued operations		—			—			—			37
Gain on disposal of discontinued operations		—			4			—			4
Net income	$	304		$	987		$	552		$	1,340

The accompanying notes are an integral part of the financial statements.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(in millions)

	Restated June 30, 2006		Restated December 31, 2005
	(Unaudited)
ASSETS
Cash and cash equivalents	$	13,010	$	14,798
Marketable securities		3,712		3,810
Finance receivables, net (Note 2)		110,847		109,876
Net investment in operating leases (Note 3)		25,345		22,213
Retained interest in securitized assets (Note 5)		1,150		1,420
Notes and accounts receivable from affiliated companies		830		1,235
Derivative financial instruments (Note 9)		1,564		2,547
Other assets		5,808		6,363
Total assets	$	162,266	$	162,262

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Accounts payable
Customer deposits, dealer reserves and other	$	1,869	$	1,904
Affiliated companies		1,052		794
Total accounts payable		2,921		2,698
Debt (Note 7)		133,241		133,446
Deferred income taxes		9,001		9,276
Derivative financial instruments (Note 9)		882		680
Other liabilities and deferred income		4,560		4,755
Total liabilities		150,605		150,855

Minority interests in net assets of subsidiaries		3		3

Stockholder's equity
Capital stock, par value $100 a share, 250,000 shares authorized, issued and outstanding		25		25
Paid-in surplus (contributions by stockholder)		5,117		5,117
Accumulated other comprehensive income		743		391
Retained earnings (Note 8)		5,773		5,871
Total stockholder's equity		11,658		11,404
Total liabilities and stockholder's equity	$	162,266	$	162,262

The accompanying notes are an integral part of the financial statements.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Periods Ended June 30, 2006 and 2005

(in millions)

	First Half
	Restated 2006			Restated 2005
	(Unaudited)
Cash flows from operating activities of continuing operations
Net income	$	552		$	1,340
(Income) related to discontinued operations		—			(41	)
Provision for credit losses		(2	)		6
Depreciation and amortization		2,583			2,460
Net (gain) on sales of finance receivables		(54	)		(35	)
(Decrease)/increase in deferred income taxes		(190	)		582
Net change in other assets		371			226
Net change in other liabilities		782			(1,481	)
Net (purchases)/sales of held for sale wholesale receivables		—			(357	)
All other operating activities		670			214
Net cash provided by operating activities		4,712			2,914
Cash flows from investing activities of continuing operations
Purchase of finance receivables (other than wholesale)		(20,944	)		(22,040	)
Collection of finance receivables (other than wholesale)		17,247			19,845
Purchase of operating lease vehicles		(8,562	)		(7,225	)
Liquidation of operating lease vehicles		3,313			4,627
Net change in wholesale receivables		668			330
Net change in retained interest in securitized assets		374			861
Net change in notes receivable from affiliated companies		226			327
Proceeds from sales of receivables		2,947			16,158
Purchases of marketable securities		(8,692	)		(895	)
Proceeds from sales and maturities of marketable securities		8,947			251
Proceeds from sale of business		—			2,040
Net change in derivatives		708			1,080
Transfer of cash balances upon disposition of discontinued operations		��			(5	)
All other investing activities		(15	)		4
Net cash (used in)/provided by investing activities		(3,783	)		15,358
Cash flows from financing activities of continuing operations
Proceeds from issuance of long-term debt		23,565			13,150
Principal payments on long-term debt		(25,880	)		(19,540	)
Change in short-term debt, net		87			(4,711	)
Cash dividends paid		(650	)		(1,450	)
All other financing activities		(68	)		(47	)
Net cash (used in) financing activities		(2,946	)		(12,598	)
Effect of exchange rate changes on cash and cash equivalents		229			(422	)

Total cash flows from continuing operations		(1,788	)		5,252

Cash flows from discontinued operations
Cash flows from discontinued operations provided by operating activities		—			71
Cash flows from discontinued operations used in investing activities		—			(66	)
Net (decrease)/increase in cash and cash equivalents	$	(1,788	)	$	5,257

Cash and cash equivalents, beginning of period	$	14,798		$	12,668
Cash and cash equivalents of discontinued operations, beginning of period		—			—
Change in cash and cash equivalents		(1,788	)		5,257
Less: cash and cash equivalents of discontinued operations, end of period		—			—
Cash and cash equivalents, end of period	$	13,010		$	17,925

The accompanying notes are an integral part of the financial statements.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1. RESTATEMENT AND ACCOUNTING POLICIES

Restatement

The accompanying financial statements have been restated for all periods presented. The nature of the restatements and the effect on the financial statement line items are discussed in Note 12 of our Notes to the Financial Statements. In addition, certain disclosures in the following notes have been restated consistent with the financial statements.

Principles of Consolidation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information, and instructions to the Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, these unaudited financial statements include all adjustments considered necessary for a fair statement of the results for interim periods for Ford Motor Credit Company, its controlled domestic and foreign subsidiaries and joint ventures, and consolidated variable interest entities ("VIEs") in which Ford Motor Credit Company is the primary beneficiary (collectively referred to herein as "Ford Credit", "we", "our" or "us"). Results for interim periods should not be considered indicative of results for a full year. Reference should be made to the financial statements contained in our Annual Report on Form 10-K/A for the year ended December 31, 2005 ("2005 10-K/A Report"). We are an indirect, wholly owned subsidiary of Ford Motor Company ("Ford").

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 2. FINANCE RECEIVABLES

Net finance receivables at June 30, 2006 and December 31, 2005 were as follows (in millions):

	June 30, 2006			December 31, 2005
	(Unaudited)
Retail	$	67,517		$	66,940
Wholesale		39,940			39,680
Other		4,573			4,648
Total finance receivables, net of unearned income (a)(b)		112,030			111,268
Less: Allowance for credit losses		(1,183	)		(1,392	)
Finance receivables, net	$	110,847		$	109,876

(a)

At June 30, 2006 and December 31, 2005, includes $1.8 billion and $1.6 billion, respectively, of primarily wholesale receivables with entities that are reported as consolidated subsidiaries of Ford. The consolidated subsidiaries include dealerships that are partially owned by Ford and consolidated as variable interest entities ("VIEs") and also certain overseas affiliates. The associated vehicles that are being financed by us are reported as inventory on Ford's balance sheet.

(b)

At June 30, 2006 and December 31, 2005, includes $52.1 billion and $44.7 billion, respectively, of finance receivables that have been sold for legal purposes in securitization transactions that do not satisfy the requirements for accounting sale treatment. These receivables are available only for repayment of the debt or other obligations issued or arising in the securitization transactions and to pay other transaction participants; they are not available to pay our other obligations or the claims of our other creditors.

NOTE 3. NET INVESTMENT IN OPERATING LEASES

Net investment in operating leases at June 30, 2006 and December 31, 2005 were as follows (in millions):

	June 30, 2006			December 31, 2005
	(Unaudited)
Vehicles, at cost, including initial direct costs (a)	$	31,896		$	28,460
Less: Accumulated depreciation		(6,374	)		(6,053	)
Less: Allowance for credit losses		(177	)		(194	)
Net investment in operating leases	$	25,345		$	22,213

(a)

At June 30, 2006 and December 31, 2005, includes interests in operating leases and the related vehicles of $12.5 billion and $6.5 billion, respectively, that have been transferred for legal purposes and are held for the benefit of consolidated securitization special purpose entities ("SPEs") and are available only for repayment of the debt or other obligations issued or arising in the securitization transactions and to pay other transaction participants; they are not available to pay our other obligations or the claims of our other creditors.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 4. ALLOWANCE FOR CREDIT LOSSES

Following is an analysis of the allowance for credit losses related to finance receivables and operating leases for the periods ended June 30 (in millions):

	Second Quarter						First Half
	Restated 2006			2005			2006			2005
	(Unaudited)						(Unaudited)
Balance, beginning of period	$	1,448		$	2,223		$	1,586		$	2,434
Provision for credit losses		(7	)		(111	)		(2	)		6
Deductions
Charge-offs before recoveries		217			283			445			594
Recoveries		(134	)		(146	)		(251	)		(276	)
Net charge-offs		83			137			194			318
Other changes, principally amounts related to finance receivables sold and translation adjustments		(2	)		83			30			230
Net deductions		81			220			224			548
Balance, end of period	$	1,360		$	1,892		$	1,360		$	1,892

NOTE 5. SALES OF RECEIVABLES

Retained Interest in Securitized Assets

Components of retained interest in off-balance sheet securitized assets at June 30, 2006 and December 31, 2005 included the following (in millions):

	June 30, 2006		December 31, 2005
	(Unaudited)
Residual interest in securitization transactions	$	895	$	1,094
Restricted cash held for benefit of securitization SPEs		195		199
Subordinated securities		60		127
Retained interest in securitized assets	$	1,150	$	1,420

Investments in subordinated securities and restricted cash are senior to the residual interest in securitization transactions. Retained interests are recorded at fair value. The book value of subordinated securities approximates fair market value. In determining the fair value of residual interest in securitization transactions, we discount the present value of the projected cash flows at the transaction discount rate.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 5. SALES OF RECEIVABLES (Continued)

Investment and Other Income

The following table summarizes the activity related to off-balance sheet sales of receivables reported in investment and other income for the periods ended June 30 (in millions):

	Second Quarter					First Half
	2006		Restated 2005			Restated 2006		Restated 2005
	(Unaudited)					(Unaudited)
Servicing fees	$	54	$	106		$	112	$	205
Net gain on sale of receivables		30		(3	)		54		35
Income on interest in sold wholesale receivables and retained securities		8		109			16		225
Income on residual interest and other		98		227			191		432
Investment and other income related to sales of receivables	$	190	$	439		$	373	$	897

On-Balance Sheet Securitizations

At June 30, 2006 and December 31, 2005, about $52.1 billion and $44.7 billion, respectively, of finance receivables have been sold for legal purposes in securitization transactions that do not satisfy the requirements for accounting sale treatment. In addition, at June 30, 2006 and December 31, 2005, interests in operating leases and the related vehicles of $12.5 billion and $6.5 billion, respectively, have been transferred for legal purposes and are held for the benefit of consolidated securitization SPEs. These receivables and interests in operating leases and the related vehicles are available only for repayment of debt or other obligations issued or arising in the securitization transactions and to pay other transaction participants; they are not available to pay our other obligations or the claims of our other creditors. At June 30, 2006 and December 31, 2005, associated debt of $54.8 billion and $39.8 billion, respectively, is reported on our balance sheet for financial statement reporting purposes. This debt includes long-term and short-term asset-backed debt that is payable out of collections on these receivables and interests in operating leases and the related vehicles. This debt, however, is not our legal obligation. Additionally, cash balances to be used only to support the on-balance sheet securitization transactions at June 30, 2006 and December 31, 2005, were approximately $5.3 billion and $2.3 billion, respectively.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 6. VARIABLE INTEREST ENTITIES

We consolidate VIEs in which we are the primary beneficiary. We use SPEs that are considered VIEs for some of our on-balance sheet securitization transactions. The liabilities recognized as a result of consolidating these VIEs do not represent additional claims on our general assets; rather, they represent claims against the specific assets of the consolidated VIEs. Conversely, assets recognized as a result of consolidating these VIEs do not represent additional assets that could be used to satisfy claims against our general assets. Reflected in our June 30, 2006 balance sheet are $54.6 billion of consolidated VIE assets, consisting of $5.3 billion in cash and cash equivalents, and $49.3 billion of receivables.

We have investments in certain joint ventures deemed to be VIEs of which we are not the primary beneficiary. The risks and rewards associated with our interests in these entities are based primarily on ownership percentages. Our maximum exposure (approximately $197 million and $182 million at June 30, 2006 and December 31, 2005, respectively) to any potential losses associated with these VIEs is limited to our equity investments and, where applicable, receivables due from the VIEs.

In addition, we sell finance receivables to bank-sponsored asset-backed commercial paper issuers that are SPEs of the sponsor bank. We are not the primary beneficiary of these SPEs. The outstanding balance of finance receivables that have been sold by us to these SPEs was approximately $5.0 billion and $5.7 billion at June 30, 2006 and December 31, 2005, respectively.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 7. DEBT

At June 30, 2006 and December 31, 2005, debt was as follows (in millions):

	Interest Rates
	Average Contractual (a)						Weighted- Average (b)						Restated June 30,			Restated December 31,
	2006			2005			2006			2005			2006			2005
													(Unaudited)
Short-term debt
Asset-backed commercial paper (c)		5.2	%		4.3	%							$	21,343		$	21,736
Other asset-backed short-term debt (c)		5.3	%		—									1,836			—
Ford Interest Advantage (d)		5.7	%		4.9	%								6,371			6,719
Commercial paper - unsecured		5.1	%		4.8	%								386			1,041
Other short-term debt (e)		5.3	%		5.8	%								2,241			2,325
Total short-term debt		5.3	%		4.6	%		5.4	%		5.0	%		32,177			31,821
Long-term debt
Senior indebtedness
Notes payable within one year														15,135			21,049
Notes payable after one year (f)														54,387			62,614
Unamortized discount														(89	)		(62	)
Asset-backed debt (c)
Notes payable within one year														11,872			5,357
Notes payable after one year														19,759			12,667
Total long-term debt (g)		5.8	%		5.9	%		5.5	%		5.1	%		101,064			101,625
Total debt		5.7	%		5.6	%		5.5	%		5.1	%	$	133,241		$	133,446

(a)	Second quarter 2006 and fourth quarter 2005 average contractual rates exclude the effects of interest rate swap agreements and facility fees.

(b)	Second quarter 2006 and fourth quarter 2005 weighted-average rates include the effects of interest rate swap agreements and facility fees.

(c)	Obligations issued or arising in securitization and structured financing transactions that are payable out of collections on finance receivables and interests in operating leases and the related vehicles that have been sold for legal purposes. This debt is not the legal obligation of Ford Credit.

(d)	The Ford Interest Advantage program consists of our floating rate demand notes.

(e)	Includes $38 million and $52 million with affiliated companies at June 30, 2006 and December 31, 2005, respectively.

(f)	Includes $153 million and $126 million with affiliated companies at June 30, 2006 and December 31, 2005, respectively.

(g)	Average contractual and weighted-average interest rates for total long-term debt reflects the rates for both notes payable within one year and notes payable after one year.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 8. RETAINED EARNINGS AND COMPREHENSIVE INCOME

Retained Earnings

The following table summarizes earnings retained for use in the business for the periods ended June 30 (in millions):

	Second Quarter						First Half
	Restated 2006			Restated 2005			Restated 2006			Restated 2005
	(Unaudited)						(Unaudited)
Retained earnings, beginning balance	$	5,869		$	6,620		$	5,871		$	6,725
Net income		304			987			552			1,340
Dividends (a)		(400	)		(1,000	)		(650	)		(1,458	)
Retained earnings, ending balance	$	5,773		$	6,607		$	5,773		$	6,607

(a)	Dividends for the first half of 2005 included the transfer of a Ford Credit affiliate to Ford, with a net book value of $8 million.

Comprehensive Income

The following table summarizes comprehensive income for the periods ended June 30 (in millions):

	Second Quarter					First Half
	Restated 2006		Restated 2005			Restated 2006		Restated 2005
	(Unaudited)					(Unaudited)
Net income	$	304	$	987		$	552	$	1,340
Other comprehensive income		300		(269	)		352		(388	)
Total comprehensive income	$	604	$	718		$	904	$	952

Comprehensive income includes foreign currency translation adjustments, unrealized gains and losses on marketable securities, unrealized gains and losses on certain derivative instruments, and unrealized gains and losses on retained interests in securitized assets (unrealized amounts are net of related tax effects).

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 9. DERIVATIVE FINANCIAL INSTRUMENTS

Income Statement Impact

The ineffective portion of fair value, cash flow, and net investment hedges, as well as mark-to-market adjustments that reflect changes in exchange and interest rates for non-designated hedging activity are recorded in other income.

Balance Sheet Impact

The fair value of derivatives reflects the price that a third party would be willing to pay or receive in an arm's length transaction and includes mark-to-market adjustments to reflect the effect of changes in interest rates, accrued interest and, for derivatives with a foreign currency component, a revaluation adjustment. The following table summarizes the estimated net fair value of our derivative financial instruments at June 30, 2006 and December 31, 2005, taking into consideration the effects of legally enforceable netting agreements, which allow us to settle positive and negative positions with the same counterparty on a net basis (in millions):

	June 30, 2006						December 31, 2005
	Fair Value Assets			Fair Value Liabilities			Fair Value Assets			Fair Value Liabilities
	(Unaudited)
Interest rate swaps	$	712		$	107		$	1,657		$	96
Foreign currency swaps		861			709			1,089			789
Forwards and options (a)		-			75			6			—
Impact of netting agreements		(9	)		(9	)		(205	)		(205	)
Total derivative financial instruments	$	1,564		$	882		$	2,547		$	680

(a)	Includes internal forward contracts between Ford Credit and an affiliated company.

Period-to-period changes in the derivative asset and liability amounts may be impacted by net interest or foreign currency settlements, changes in foreign exchange and interest rates, and the notional amount of derivatives outstanding.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 10. SEGMENT INFORMATION

We divide our business segments based on geographic regions: the North America segment (includes operations in the United States and Canada) and the International segment (includes operations in all other countries). We measure the performance of our segments primarily on an income from continuing operations before income taxes basis, after excluding the impact to earnings from hedge ineffectiveness, and other adjustments in applying SFAS 133. These adjustments are included in unallocated risk management and excluded in assessing segment performance because our risk management activities are carried out on a centralized basis at the corporate level, with only certain elements allocated to our two segments. The segments are presented on a managed basis (managed basis includes on-balance sheet receivables and securitized off-balance sheet receivables activity), and the effect of off-balance sheet securitizations is included in unallocated/eliminations.

Key operating data for our operating segments for the periods ended June 30 were as follows (in millions):

						Unallocated/Eliminations
	Restated North America Segment			Restated Inter- national Segment		Restated Unallocated Risk Management			Restated Effect of Sales of Receivables			Restated Total			Restated Total
	(Unaudited)
Second Quarter 2006
Revenue	$	3,670		$	841	$	(232	)	$	(126	)	$	(358	)	$	4,153
Income
Income from continuing operations before income taxes		487			180		(232	)		—			(232	)		435
Provision for income taxes		149			63		(81	)		—			(81	)		131
Income from continuing operations		338			117		(151	)		—			(151	)		304
Other disclosures
Depreciation on vehicles subject to operating leases		1,192			72		—			—			—			1,264
Interest expense		1,642			429		—			(164	)		(164	)		1,907
Provision for credit losses		(34	)		27		—			—			—			(7	)

Second Quarter 2005
Revenue	$	3,700		$	959	$	368		$	(317	)	$	51		$	4,710
Income
Income from continuing operations before income taxes		971			218		368			—			368			1,557
Provision for income taxes		370			76		128			—			128			574
Income from continuing operations		601			142		240			—			240			983
Other disclosures
Depreciation on vehicles subject to operating leases		982			113		—			—			—			1,095
Interest expense		1,435			445		—			(294	)		(294	)		1,586
Provision for credit losses		(140	)		29		—			—			—			(111	)

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 10. SEGMENT INFORMATION (Continued)

						Unallocated/Eliminations
	Restated North America Segment			Restated Inter- national Segment		Restated Unallocated Risk Management			Restated Effect of Sales of Receivables			Restated Total			Restated Total
	(Unaudited)
First Half 2006
Revenue	$	7,246		$	1,688	$	(586	)	$	(273	)	$	(859	)	$	8,075
Income
Income from continuing operations before income taxes		1,019			384		(586	)		—			(586	)		817
Provision for income taxes		335			135		(205	)		—			(205	)		265
Income from continuing operations		684			249		(381	)		—			(381	)		552
Other disclosures
Depreciation on vehicles subject to operating leases		2,300			145		—			—			—			2,445
Interest expense		3,179			861		—			(340	)		(340	)		3,700
Provision for credit losses		(52	)		50		—			—			—			(2	)
Finance receivables (including net investment in operating leases)		113,434			37,371		19			(14,632	)		(14,613	)		136,192
Total assets		134,890			40,839		19			(13,482	)		(13,463	)		162,266

First Half 2005
Revenue	$	7,501		$	1,956	$	(254	)	$	(571	)	$	(825	)	$	8,632
Income
Income from continuing operations before income taxes		1,840			462		(254	)		—			(254	)		2,048
Provision for income taxes		678			161		(91	)		—			(91	)		748
Income from continuing operations		1,162			301		(164	)		—			(164	)		1,299
Other disclosures
Depreciation on vehicles subject to operating leases		1,962			210		—			—			—			2,172
Interest expense		2,885			910		—			(536	)		(536	)		3,259
Provision for credit losses		(38	)		44		—			—			—			6
Finance receivables (including net investment in operating leases)		121,018			38,583		136			(39,206	)		(39,070	)		120,531
Total assets		149,054			41,665		136			(33,898	)		(33,762	)		156,957

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 11. GUARANTEES AND INDEMNIFICATIONS

The fair values of guarantees and indemnifications issued during 2006 and 2005 are recorded in the financial statements and are de minimis.

At June 30, 2006, the following guarantees and indemnifications were issued and outstanding:

Guarantees of certain obligations of unconsolidated and other affiliates: In some cases, we have guaranteed debt and other financial obligations of unconsolidated affiliates, including joint ventures and Ford. Expiration dates vary, and guarantees will terminate on payment and/or cancellation of the obligation. A payment would be triggered by failure of the guaranteed party to fulfill its obligation covered by the guarantee. In some circumstances, we are entitled to recover from Ford or an affiliate of Ford amounts paid by us under the guarantee. However, our ability to enforce these rights could be stayed until the guaranteed party is paid in full. The maximum potential payments under these guarantees total approximately $272 million. No losses have been recorded for these guarantees.

Indemnifications: We regularly evaluate the probability of having to incur costs associated with indemnifications contained in contracts to which we are a party, and have accrued for expected losses that are probable and for which a loss can be estimated. During the second quarter of 2006, there were no significant changes to our indemnifications.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 12. RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

Transactions that we designated as fair value hedges involved interest rate swaps hedging the back-end of debt instruments or involved longer-than-normal settlement periods.

We paid or received fees when entering into a derivative contract or upon changing counterparties.

Interest rate swaps included terms that did not exactly match the terms of the debt, including prepayment optionality.

Subsequent to the completion of our originally-filed financial statements for each period being restated, we identified adjustments that should have been recorded in these earlier periods. Upon identification, we determined these adjustments to be immaterial, individually and in the aggregate, to our originally-filed financial statements and generally recognized these adjustments in the period in which they were identified. Because our interest rate swap adjustment has required a restatement, we also are reversing the out-of-period adjustments and recording them in the proper period.

For additional discussion of the restatement, including the out-of-period adjustments, see Note 19 of our Notes to the Financial Statements to our 2005 Form 10-K/A Report.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 12. RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

This Form 10-Q/A includes the restated statements of income for the three- and six-month periods ended June 30, 2006 and 2005, the restated balance sheet for the periods ended June 30, 2006 and December 31, 2005 and the restated statements of cash flows for the six month periods ended June 30, 2006 and 2005.

Effects of the restatement on the Consolidated Statement of Income are as follows:

The fair value interest rate swaps adjustment resulted in a significant change in Interest expense and Other income. As the interest rate swaps are no longer in a hedge relationship for accounting purposes, the mark-to-market adjustment is recorded in Other income. This adjustment decreased Other income by $232 million and increased Other income by $383 million in the second quarter of 2006 and 2005, respectively. It also decreased Other income by $563 million and $189 million for the six months ended June 30, 2006 and 2005, respectively. All net interest charges related to these swaps that were previously classified as Interest expense are now classified as Other income. The reclassification amounts increased Other income by $81 million and $200 million in the second quarter of 2006 and 2005, respectively. It also increased Other income by $197 million and $447 million for the six months ended June 30, 2006 and 2005, respectively. Interest expense was increased by the same amounts.

Certain out-of-period adjustments were recorded that totaled $11 million and $12 million for the second quarter of 2006 and 2005, respectively, and $(27) million and $14 million for the six months ended June 30, 2006 and 2005, respectively.

Effects of the restatement on the Consolidated Balance Sheet are as follows:

The fair value interest rate swaps adjustment resulted in a decrease in the debt value, since the debt is no longer in a hedge accounting relationship. The fair value interest rate swaps adjustment also impacted Deferred income taxes.

Effects of the restatement on the Consolidated Statement of Cash Flows are as follows:

The fair value interest rate swaps adjustment resulted in an adjustment to net income and did not have any impact on cash. However, for cash flow reporting, the cash flows relating to derivatives were reclassified from Cash flows from operating activities to Cash flows from investing activities.

Wholesale receivables that were sold to off-balance sheet securitization trusts were determined to be held for sale. Therefore, cash flows associated with loan acquisitions and sales to trusts are reported as Net (purchases)/sales of held for sale wholesale receivables within Cash flows from operating activities while cash flows from retained interests are reported in Net change in retained interest in securitized assets within Cash flows from investing activities.

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 12. RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the effect of the Restatement on the Consolidated Statement of Income (in millions):

	Second Quarter
	2006									2005
	Previously Reported			Restated			Previously Reported			Restated
	(Unaudited)
Financing revenue
Operating leases	$	1,370		$	1,370		$	1,339		$	1,339
Retail		925			925			1,012			993
Interest supplements and other support costs earned from affiliated companies		806			806			795			795
Wholesale		642			642			276			276
Other		56			56			55			55
Total financing revenue		3,799			3,799			3,477			3,458
Depreciation on vehicles subject to operating leases		(1,264	)		(1,264	)		(1,095	)		(1,095	)
Interest expense		(1,826	)		(1,907	)		(1,386	)		(1,586	)
Net financing margin		709			628			996			777
Other revenue
Investment and other income related to sales of receivables		190			190			443			439
Insurance premiums earned, net		51			51			52			52
Other income		264			113			143			761
Total financing margin and other revenue		1,214			982			1,634			2,029
Expenses
Operating expenses		490			490			522			522
Provision for credit losses		4			(7	)		(111	)		(111	)
Insurance expenses		64			64			61			61
Total expenses		558			547			472			472
Income from continuing operations before income taxes		656			435			1,162			1,557
Provision for income taxes		215			131			426			574
Income from continuing operations before minority interests		441			304			736			983
Minority interests in net income of subsidiaries		—			—			—			—
Income from continuing operations		441			304			736			983
Gain on disposal of discontinued operations		—			—			4			4
Net income	$	441		$	304		$	740		$	987

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 12. RESTATEMENT OF THE PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the effect of the Restatement on the Consolidated Statement of Income (in millions):

	First Half
	2006						2005
	Previously Reported			Restated			Previously Reported			Restated
	(Unaudited))
Financing revenue
Operating leases	$	2,700		$	2,700		$	2,697		$	2,679
Retail		1,832			1,832			2,082			2,070
Interest supplements and other support costs earned from affiliated companies		1,582			1,582			1,638			1,638
Wholesale		1,241			1,241			527			527
Other		110			110			111			111
Total financing revenue		7,465			7,465			7,055			7,025
Depreciation on vehicles subject to operating leases		(2,445	)		(2,445	)		(2,172	)		(2,172	)
Interest expense		(3,503	)		(3,700	)		(2,812	)		(3,259	)
Net financing margin		1,517			1,320			2,071			1,594
Other revenue
Investment and other income related to sales of receivables		400			373			888			897
Insurance premiums earned, net		102			102			104			104
Other income		501			135			313			606
Total financing margin and other revenue		2,520			1,930			3,376			3,201
Expenses
Operating expenses		1,009			1,009			1,050			1,050
Provision for credit losses		(2	)		(2	)		6			6
Insurance expenses		106			106			97			97
Total expenses		1,113			1,113			1,153			1,153
Income from continuing operations before income taxes		1,407			817			2,223			2,048
Provision for income taxes		487			265			813			748
Income from continuing operations before minority interests		920			552			1,410			1,300
Minority interests in net income of subsidiaries		—			—			1			1
Income from continuing operations		920			552			1,409			1,299
Income from discontinued operations		—			—			37			37
Gain on disposal of discontinued operations		—			—			4			4
Net income	$	920		$	552		$	1,450		$	1,340

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 12. RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the effect of the Restatement on the Consolidated Balance Sheet (in millions):

	June 30,				December 31,
	2006				2005
	Previously Reported		Restated		Previously Reported		Restated
ASSETS
Cash and cash equivalents	$	13,010	$	13,010	$	14,798	$	14,798
Marketable securities		3,712		3,712		3,810		3,810
Finance receivables, net		110,847		110,847		109,876		109,876
Net investment in operating leases		25,345		25,345		22,213		22,213
Retained interest in securitized assets		1,150		1,150		1,420		1,420
Notes and accounts receivable from affiliated companies		830		830		1,235		1,235
Derivative financial instruments		1,564		1,564		2,547		2,547
Other assets		5,808		5,808		6,256		6,363
Total assets	$	162,266	$	162,266	$	162,155	$	162,262


LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Accounts payable
Customer deposits, dealer reserves and other	$	1,869	$	1,869	$	1,890	$	1,904
Affiliated companies		1,052		1,052		794		794
Total accounts payable		2,921		2,921		2,684		2,698
Debt		133,717		133,241		134,500		133,446
Deferred income taxes		8,826		9,001		8,772		9,276
Derivative financial instruments		882		882		680		680
Other liabilities and deferred income		4,560		4,560		4,781		4,755
Total liabilities		150,906		150,605		151,417		150,855

Minority interests in net assets of subsidiaries		3		3		3		3

Stockholder's equity
Capital stock, par value $100 a share, 250,000 shares authorized, issued and outstanding		25		25		25		25
Paid-in surplus (contributions by stockholder)		5,117		5,117		5,117		5,117
Accumulated other comprehensive income		737		743		385		391
Retained earnings		5,478		5,773		5,208		5,871
Total stockholder's equity		11,357		11,658		10,735		11,404
Total liabilities and stockholder's equity	$	162,266	$	162,266	$	162,155	$	162,262

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 12. RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the effect of the Restatement on the Consolidated Statement of Cash Flows (in millions):

	First Half 2006
	Previously Reported			Restated
	(Unaudited)
Cash flows from operating activities of continuing operations
Net income	$	920		$	552
(Income) related to discontinued operations		—			—
Provision for credit losses		(2	)		(2	)
Depreciation and amortization		2,582			2,583
Net (gain) on sales of finance receivables		(54	)		(54	)
Increase/(decrease) in deferred income taxes		32			(190	)
Net change in other assets		1,023			371
Net change in other liabilities		827			782
All other operating activities		107			670
Net cash provided by operating activities		5,435			4,712
Cash flows from investing activities of continuing operations
Purchase of finance receivables (other than wholesale)		(20,936	)		(20,944	)
Collection of finance receivables (other than wholesale)		17,240			17,247
Purchase of operating lease vehicles		(8,570	)		(8,562	)
Liquidation of operating lease vehicles		3,320			3,313
Net change in wholesale receivables		668			668
Net change in retained interest in securitized assets		374			374
Net change in notes receivable from affiliated companies		226			226
Proceeds from sales of receivables		2,947			2,947
Purchases of marketable securities		(8,692	)		(8,692	)
Proceeds from sales and maturities of marketable securities		8,947			8,947
Net change in derivatives		—			708
All other investing activities		(15	)		(15	)
Net cash (used in) investing activities		(4,491	)		(3,783	)
Cash flows from financing activities of continuing operations
Proceeds from issuance of long-term debt		23,565			23,565
Principal payments on long-term debt		(25,880	)		(25,880	)
Change in short-term debt, net		72			87
Cash dividends paid		(650	)		(650	)
All other financing activities		(68	)		(68	)
Net cash (used in) financing activities		(2,961	)		(2,946	)
Effect of exchange rate changes on cash and cash equivalents		229			229

Total cash flows from continuing operations		(1,788	)		(1,788	)

Cash flows from discontinued operations
Cash flows from discontinued operations provided by operating activities		—			—
Cash flows from discontinued operations used in investing activities		—			—
Net (decrease) in cash and cash equivalents	$	(1,788	)	$	(1,788	)

Cash and cash equivalents, beginning of period	$	14,798		$	14,798
Cash and cash equivalents of discontinued operations, beginning of period		—			—
Change in cash and cash equivalents		(1,788	)		(1,788	)
Less: cash and cash equivalents of discontinued operations, end of period		—			—
Cash and cash equivalents, end of period	$	13,010		$	13,010

Item 1. Financial Statements (Continued)

FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS (Continued)

NOTE 12. RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the effect of the Restatement on the Consolidated Statement of Cash Flows (in millions):

	First Half 2005
	Previously Reported			Restated
	(Unaudited)
Cash flows from operating activities of continuing operations
Net income	$	1,450		$	1,340
(Income) related to discontinued operations		(41	)		(41	)
Provision for credit losses		6			6
Depreciation and amortization		2,461			2,460
Net (gain) on sales of finance receivables		(27	)		(35	)
Increase in deferred income taxes		647			582
Net change in other assets		1,680			226
Net change in other liabilities		(1,895	)		(1,481	)
Net (purchases)/sales of held for sale wholesale receivables		—			(357	)
All other operating activities		(29	)		214
Net cash provided by operating activities		4,252			2,914
Cash flows from investing activities of continuing operations
Purchase of finance receivables (other than wholesale)		(22,040	)		(22,040	)
Collection of finance receivables (other than wholesale)		19,826			19,845
Purchase of operating lease vehicles		(7,225	)		(7,225	)
Liquidation of operating lease vehicles		4,627			4,627
Net change in wholesale receivables		330			330
Net change in retained interest in securitized assets		504			861
Net change in notes receivable from affiliated companies		327			327
Proceeds from sales of receivables		16,158			16,158
Purchases of marketable securities		(895	)		(895	)
Proceeds from sales and maturities of marketable securities		251			251
Proceeds from sale of business		2,040			2,040
Net change in derivatives		—			1,080
Transfer of cash balances upon disposition of discontinued operations		(5	)		(5	)
All other investing activities		4			4
Net cash provided by investing activities		13,902			15,358
Cash flows from financing activities of continuing operations
Proceeds from issuance of long-term debt		12,797			13,150
Principal payments on long-term debt		(19,158	)		(19,540	)
Change in short-term debt, net		(4,642	)		(4,711	)
Cash dividends paid		(1,450	)		(1,450	)
All other financing activities		(27	)		(47	)
Net cash (used in) financing activities		(12,480	)		(12,598	)
Effect of exchange rate changes on cash and cash equivalents		(422	)		(422	)

Total cash flows from continuing operations		5,252			5,252

Cash flows from discontinued operations
Cash flows from discontinued operations provided by operating activities		71			71
Cash flows from discontinued operations used in investing activities		(66	)		(66	)
Net increase in cash and cash equivalents	$	5,257		$	5,257

Cash and cash equivalents, beginning of period	$	12,668		$	12,668
Cash and cash equivalents of discontinued operations, beginning of period		—			—
Change in cash and cash equivalents		5,257			5,257
Less: cash and cash equivalents of discontinued operations, end of period		—			—
Cash and cash equivalents, end of period	$	17,925		$	17,925

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this report. The information below has been adjusted solely to reflect the impact of the restatement on our financial results which is more fully described in Note 12 of our Notes to the Financial Statements and does not reflect any subsequent information or events occurring after the date of the Original Filing or update any disclosure herein to reflect the passage of time since the date of the Original Filing.

Results of Operations

Second Quarter 2006 Compared with Second Quarter 2005

In the second quarter of 2006, net income was down $683 million compared with a year ago. Our income from continuing operations before income taxes was down $1.1 billion. The decrease in earnings primarily reflected market valuations primarily related to non-designated derivatives, higher borrowing costs, the impact of lower average receivable levels in our managed portfolio, higher depreciation expense and lower credit loss reserve reductions. Results of our operations by business segment for the second quarter of 2006 and 2005 are shown below:

	Second Quarter
	Restated 2006			Restated 2005			2006 Over/(Under) 2005
Income from continuing operations before income taxes	(in millions)
North America segment	$	487		$	971		$	(484	)
International segment		180			218			(38	)
Unallocated risk management		(232	)		368			(600	)
Income from continuing operations before income taxes		435			1,557			(1,122	)
Provision for income taxes and minority interests		(131	)		(574	)		443
Income/(Loss) from discontinued operations		—			4			(4	)
Total net income	$	304		$	987		$	(683	)

The decrease in North America segment income primarily reflected higher borrowing costs, higher depreciation expense and the impact of lower retail receivable levels in our managed portfolio.

The decrease in International segment income primarily reflected higher borrowing costs and the impact of lower average retail receivable levels in our managed portfolio.

The change in unallocated risk management income reflected market valuations primarily related to non-designated derivatives. See Note 9 of our Notes to the Financial Statements for additional information.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

First Half 2006 Compared with First Half 2005

In the first half of 2006, net income was down $788 million compared with a year ago. Our income from continuing operations before income taxes was down $1.2 billion. The decrease in earnings primarily reflected higher borrowing costs, market valuations related to non-designated derivatives, the impact of lower retail receivable levels in our managed portfolio and higher depreciation expense. Results of our operations by business segment for the first half of 2006 and 2005 are shown below:

	First Half
	Restated 2006			Restated 2005			2006 Over/(Under) 2005
Income from continuing operations before income taxes	(in millions)
North America segment	$	1,019		$	1,840		$	(821	)
International segment		384			462			(78	)
Unallocated risk management		(586	)		(254	)		(332	)
Income from continuing operations before income taxes		817			2,048			(1,231	)
Provision for income taxes and minority interests		(265	)		(749	)		484
Income/(Loss) from discontinued operations		—			41			(41	)
Total net income	$	552		$	1,340		$	(788	)

The decrease in North America segment income primarily reflected higher borrowing costs, the impact of lower retail receivable levels in our managed portfolio and higher depreciation expense.

The decrease in International segment income primarily reflected the same causal factors described for the second quarter.

The change in unallocated risk management income reflected market valuations primarily related to non-designated derivatives.

Placement Volume and Financing Share

Total worldwide financing contract placement volumes for new and used vehicles are shown below:

	Second Quarter				First Half
	2006		2005		2006		2005
	(in thousands)
North America segment
United States		443		424		841		834
Canada		56		51		91		82
Total North America segment		499		475		932		916

International segment
Europe		182		206		367		392
Other international		56		65		121		138
Total International segment		238		271		488		530

Total contract placement volume		737		746		1,420		1,446

Shown below are our financing shares of new Ford, Lincoln and Mercury brand vehicles sold by dealers in the United States and Ford brand vehicles sold by dealers in Europe. Also shown below are our wholesale financing shares of new Ford, Lincoln and Mercury brand vehicles acquired by dealers in the United States, excluding fleet, and of new Ford brand vehicles acquired by dealers in Europe:

	Second Quarter						First Half
	2006			2005			2006			2005
United States
Financing share - Ford, Lincoln and Mercury
Retail installment and lease		45	%		40	%		44	%		41	%
Wholesale		79			81			80			81
Europe
Financing share - Ford
Retail installment and lease		25	%		29	%		25	%		28	%
Wholesale		95			97			95			97

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

North America Segment

In the second quarter of 2006, our total contract placement volumes were up 24,000 contracts, primarily reflecting the overall industry growth in leasing. Our retail installment and lease financing share increased five points from a year ago, primarily reflecting the impact of Ford's marketing programs that emphasize financing incentives through us.

In the first half of 2006, our total contract placement volumes were essentially unchanged from a year ago. Our wholesale market share declined in the first half of 2006, primarily reflecting the impact of competitive actions taken by banks and other alternative financing sources.

International Segment

In the second quarter of 2006, our total contract placement volumes were 238,000 contracts, down 33,000 contracts from a year ago, primarily reflecting reduced volumes in Britain and Spain.

In the first half of 2006, our total International contract placement volumes were 488,000 contracts, down 42,000 contracts from a year ago, reflecting the causal factors described above.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Financial Condition

Finance Receivables and Operating Leases

Our operating results are impacted significantly by the level of our receivables, which are shown below:

	June 30, 2006		December 31, 2005
Receivables	(in billions)

On-Balance Sheet
(including on-balance sheet securitizations)
Finance receivables
Retail installment	$	66.5	$	65.7
Wholesale		39.9		39.6
Other		4.5		4.6
Total finance receivables, net		110.9		109.9
Net investment in operating leases		25.3		22.2
Total on-balance sheet (a)	$	136.2	$	132.1

Memo: Allowance for credit losses included above	$	1.4	$	1.6

Securitized Off-Balance Sheet
Finance receivables
Retail installment	$	14.6	$	18.0
Wholesale		—		—
Other		—		—
Total finance receivables, net		14.6		18.0
Net investment in operating leases		—		—
Total securitized off-balance sheet	$	14.6	$	18.0

Managed
Finance receivables
Retail installment	$	81.1	$	83.7
Wholesale		39.9		39.6
Other		4.5		4.6
Total finance receivables, net		125.5		127.9
Net investment in operating leases		25.3		22.2
Total managed	$	150.8	$	150.1

Serviced	$	153.8	$	153.0

(a)

On-balance sheet, managed and serviced receivables increased from year-end 2005 primarily reflecting increased investments in operating leases, offset partially by lower retail contract placement volumes. We expect to have lower receivable levels in the second half of 2006. At year-end 2006, we anticipate managed receivables to be about $145 billion.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Credit Risk

Credit risk is the possibility of loss from a customer’s or dealer's failure to make payments according to contract terms. Credit risk has a significant impact on our business. We actively manage the credit risk of our consumer and non-consumer portfolios to balance our level of risk and return. The allowance for credit losses reflected on our balance sheet is our estimate of the credit losses for receivables and leases that are impaired as of the date of our balance sheet.

Credit Loss Metrics

Worldwide

The following table shows worldwide credit losses net of recoveries ("charge-offs") for the various categories of financing during the periods indicated. The loss-to-receivables ratios, which equal charge-offs for the period on an annualized basis divided by the average amount of receivables outstanding for the period, are shown below for our on-balance sheet and managed portfolios.

	Second Quarter						First Half
	2006			2005			2006			2005
Charge-offs	(in millions)

On-Balance Sheet
Retail installment and lease	$	64		$	140		$	175		$	307
Wholesale		19			(1	)		19			16
Other		—			(2	)		—			(5	)
Total on-balance sheet	$	83		$	137		$	194		$	318

Reacquired Receivables (retail) (a)	$	0		$	5		$	2		$	14

Securitized Off-Balance Sheet
Retail installment and lease	$	19		$	27		$	42		$	66
Wholesale		—			—			—			—
Other		—			—			—			—
Total securitized off-balance sheet	$	19		$	27		$	42		$	66

Managed
Retail installment and lease	$	83		$	172		$	219		$	387
Wholesale		19			(1	)		19			16
Other		—			(2	)		—			(5	)
Total managed	$	102		$	169		$	238		$	398

Loss-to-Receivables Ratios

On-Balance Sheet
Retail installment and lease		0.28	%		0.59	%		0.39	%		0.64	%
Wholesale		0.20			(0.01	)		0.10			0.13
Total including other		0.25	%		0.44	%		0.29	%		0.50	%

Managed
Retail installment and lease		0.31	%		0.60	%		0.42	%		0.66	%
Wholesale		0.20			(0.01	)		0.10			0.08
Total including other		0.27	%		0.41	%		0.32	%		0.48	%

(a)	Reacquired receivables reflect the amount of receivables that resulted from the accounting consolidation of our FCAR Owner Trust retail securitization program ("FCAR") in the second quarter of 2003.

Charge-offs and loss-to-receivables ratios for our on-balance sheet, securitized off-balance sheet and managed portfolios declined from a year ago and have reached their lowest levels in the past five years. These improvements primarily reflect a higher quality retail installment and lease portfolio and enhancements to our collection practices. Lower average levels of retail installment receivables also contributed to reduced charge-offs.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Ford, Lincoln and Mercury Brand Retail Installment and Operating Lease

The following table shows the credit loss metrics for our Ford, Lincoln and Mercury brand U.S. retail installment sale and lease portfolio. This portfolio was approximately 60% of our worldwide-managed portfolio of retail installment receivables and net investment in operating leases at June 30, 2006. Trends and causal factors are consistent with the worldwide results described in the preceding section.

	Second Quarter						First Half
	2006			2005			2006			2005
On-Balance Sheet
Charge-offs (in millions)	$	36		$	84		$	107		$	180
Loss-to-receivables ratios		0.27	%		0.63	%		0.41	%		0.65	%

Managed
Charge-offs (in millions)	$	48		$	107		$	138		$	236
Loss-to-receivables ratios		0.30	%		0.62	%		0.43	%		0.67	%

Other Metrics — Serviced
Repossessions (in thousands)		19			25			42			55
Repossession ratios (a)		1.79	%		2.05	%		1.96	%		2.25	%
Average loss per repossession	$	6,300		$	6,000		$	6,100		$	6,000
New bankruptcy filings (in thousands)		5			20			9			38
Over-60 day delinquency ratio (b)		0.14	%		0.12	%		0.14	%		0.12	%

(a)	Repossessions as a percent of the average number of accounts outstanding during the periods.

(b)	Delinquencies are expressed as a percent of the end-of-period accounts outstanding for non-bankrupt accounts.

Allowance for Credit Losses

Our allowance for credit losses and our allowance for credit losses as a percentage of end-of-period net receivables for our on-balance sheet portfolio are shown below. A description of our allowance setting process is provided in ‘‘Critical Accounting Estimates — Allowance for Credit Losses’’ section of Item 7 to Part II of our 2005 Form 10-K/A Report.

	June 30, 2006			December 31, 2005
	(in billions)
Allowance for Credit Losses
Retail installment and lease	$	1.3		$	1.5
Wholesale		0.1			0.1
Other		0.0			0.0
Total allowance for credit losses	$	1.4		$	1.6

As a Percentage of End-of-Period Receivables
Retail installment and lease		1.34	%		1.63	%
Wholesale		0.20			0.24
Other		0.76			0.77
Total		0.99	%		1.19	%

Our allowance for credit losses decreased approximately $200 million from year-end 2005, primarily reflecting improved charge-off performance.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Residual Risk

We are exposed to residual risk on operating leases and similar balloon payment products where the customer may return the financed vehicle to us. Residual risk is the possibility that the amount we obtain from returned vehicles will be less than our estimate of the expected residual value for the vehicle. For an additional discussion of residual risk on operating leases, refer to the “Critical Accounting Estimates — Accumulated Depreciation on Vehicles Subject to Operating Leases” section of Item 7 to Part II of our 2005 Form 10-K/A Report.

Retail Operating Lease Experience

We use various statistics to monitor our residual risk:

Placement volume measures the number of leases we purchase in a given period;

Termination volume measures the number of vehicles for which the lease has ended in the given period; and

Return volume reflects the number of vehicles returned to us by customers at lease end.

The following table shows operating lease placement, termination and return volumes for our North America segment, which accounted for 97% of our total investment in operating leases at June 30, 2006:

	Second Quarter				First Half
	2006		2005		2006		2005
	(in thousands)
Placements		125		100		253		184
Terminations	��	87		127		172		233
Returns		59		80		119		149

In the second quarter of 2006, placement volumes were up 25,000 units compared with the same period a year ago, primarily reflecting the overall industry growth in leasing. Termination and return volumes decreased 40,000 units and 21,000 units, respectively, compared with a year ago, primarily reflecting lower placement volumes in 2003.

In the first half of 2006, placement volumes were up 69,000 units compared with the same period a year ago. Termination and return volumes decreased 61,000 units and 30,000 units, respectively. Trends and causal factors are consistent with those described above.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Credit Ratings

Our short- and long-term debt is rated by four credit rating agencies designated as nationally recognized statistical rating organizations ("NRSROs") by the Securities and Exchange Commission:

Dominion Bond Rating Service Limited ("DBRS");

Fitch, Inc. ("Fitch");

Moody’s Investors Service, Inc. ("Moody’s"); and

Standard & Poor’s Rating Services, a division of McGraw-Hill Companies, Inc. ("S&P").

DBRS

Fitch

Moody's

S&P

Date

Long-Term

Short-Term

Trend

Long-Term

Short-Term

Outlook

Long-Term

Short-Term

Outlook

Long-Term

Short-Term

Outlook

Mar. 2006

R-3 (high)

Negative

Ba2

Negative

BB-

B-2

Negative

June 2006

R-3 (high)

Negative

Ba2

Negative

B+^*

B-2

Negative

July 2006

BB (low)

R-3 (high)

Negative

Ba3

Negative

B+^*

B-2

Negative

*	S&P maintained FCE Bank plc's ("FCE") long-term rating at BB-

Funding

Our funding strategy is to maintain liquidity and access to diverse funding sources. As a result of lower credit ratings, our unsecured borrowing costs have increased and our access to unsecured debt markets has become more restricted. In response, we have increased our use of securitization and other asset-backed sources of liquidity and will continue to expand and diversify our asset-backed funding by asset class and region. In addition, we will continue to participate in the whole-loan market and access unsecured term debt when opportunities exist that are consistent with our funding needs. Over time, we likely will need to reduce further the amount of receivables we purchase. A significant reduction in the amount of purchased receivables would reduce our ongoing profits, and could adversely affect our ability to support the sale of Ford vehicles.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Funding Portfolio

Our outstanding debt and securitized off-balance sheet funding was as follows on the dates indicated:

	Restated June 30, 2006			Restated December 31, 2005
	(in billions)
Debt
Asset-backed commercial paper (a)	$	21.4		$	21.8
Other asset-backed short term debt (a)		1.8			—
Ford Interest Advantage		6.4			6.7
Commercial paper — unsecured		0.4			1.0
Other short-term debt		2.2			2.3
Total short-term debt		32.2			31.8
Unsecured long-term debt (including notes payable within one year)		69.4			83.6
Asset-backed long-term debt (including notes payable within one year) (a)		31.6			18.0
Total debt		133.2			133.4

Securitized Off-Balance Sheet Funding
Securitized off-balance sheet portfolio		14.6			18.0
Retained interest		(1.1	)		(1.4	)
Total securitized off-balance sheet funding		13.5			16.6
Total debt plus securitized off-balance sheet funding	$	146.7		$	150.0

Ratios
Credit lines to total unsecured commercial paper		>100	%		>100	%
Credit lines to total unsecured commercial paper (including Ford bank lines)		>100			>100
Securitized funding to managed receivables		45			38
Short-term debt and notes payable within one year to total debt		43			43
Short-term debt and notes payable within one year to total capitalization		40			40

(a)	Asset-backed debt is issued by consolidated securitization SPEs and is payable out of collections on the finance receivables or interests in operating leases and the related vehicles transferred to the SPEs. This debt is the legal obligation of the related securitization SPEs.

At June 30, 2006, total debt plus securitized off-balance sheet funding was down $3.3 billion compared with year-end 2005, primarily reflecting repayment of maturing debt.

Term Funding

During the second quarter of 2006, we realized proceeds of $9.9 billion from asset-backed funding (including about $400 million from public and private sales of receivables in off-balance sheet securitizations) and about $2.2 billion from unsecured institutional funding. In addition, we exchanged a portion of our outstanding debt securities for a new series of approximately $1.5 billion of fixed rate notes due 2010, a new series of approximately $1.0 billion of floating rate notes due 2011 and approximately $1.2 billion in cash. The purpose of the debt exchange was to lengthen our average debt maturities and reduce our overall debt levels.

Through June 30, 2006, we completed $25.9 billion of term debt issuance: $15.2 billion through private transactions (of which $13.7 billion was asset-backed funding and $1.5 billion was unsecured) and $10.7 billion through public transactions (of which $6.7 billion was asset-backed funding, $1.5 billion was unsecured and $2.5 billion was from the debt exchange described above); and $1.0 billion from a whole-loan sale transaction. Our present full-year 2006 funding plans are in the range of $12 to $17 billion for public funding and $25 to $33 billion for private transactions (including whole-loan sale transactions).

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Liquidity

At June 30, 2006, our total cash, cash equivalents, marketable securities (excluding marketable securities related to insurance activities), together with funding available through credit facilities and committed purchase programs, was $75 billion. Of this amount, we could utilize $69 billion (based on the availability of receivables at June 30, 2006 that were eligible for sale under our committed programs). We have access to the following sources to provide liquidity for all of our short-term funding obligations:

Cash, Cash Equivalents and Marketable Securities. At June 30, 2006, our cash, cash equivalents and marketable securities (excluding marketable securities related to insurance activities) totaled $16.0 billion, compared with $17.9 billion at year-end 2005. In the normal course of our funding activities, we may generate more proceeds than are necessary for our immediate funding needs. These excess amounts are maintained primarily as highly liquid investments, which provide liquidity for our short-term funding needs and give us flexibility in the use of our other funding programs. These cash, cash equivalents and marketable securities primarily include short-term U.S. Treasury bills, federal agency discount notes, highly rated commercial paper, and bank time deposits with investment grade institutions. The average term of these investments is typically less than 60 days and will vary based on market conditions and liquidity needs. We monitor our cash levels daily and adjust them as necessary to support our short-term liquidity needs. Cash balances to be used only to support the on-balance sheet securitization transactions at June 30, 2006 and December 31, 2005, were approximately $5.3 billion and $2.3 billion, respectively. The increase primarily reflects about $2.0 billion in cash collections for a wholesale term transaction that matured in July 2006.

Committed Purchase Programs. We have entered into agreements with several bank-sponsored conduits and other financial institutions pursuant to which such parties are contractually committed to purchase from us, at our option, retail receivables and, under certain agreements, wholesale finance receivables or asset-backed securities backed by wholesale finance receivables, for proceeds up to $20.9 billion ($16.2 billion retail and $4.7 billion wholesale). These agreements have varying maturity dates between August 22, 2006 and March 2, 2009 and ordinarily are renewed annually, with $19.0 billion of the committed facilities having an original term of 364 days. Our ability to obtain funding under these commitments is subject to having a sufficient amount of receivables eligible for sale under these programs. As of June 30, 2006, $8.5 billion of these commitments were in use. These committed facilities are extremely liquid funding sources as we are able to access funds generally within two days. These agreements do not contain restrictive financial covenants (for example, debt-to-equity limitations or minimum net worth requirements) or material adverse change clauses that would relieve the purchaser of its purchase commitment. However, the unused portion of the retail commitments may be terminated if the performance of the sold receivables deteriorates beyond specified levels. Similarly, the unused portion of the wholesale commitments may be terminated if the rate at which dealer vehicle inventory is selling declines below certain levels or if there are significant dealer defaults. Based on our experience and knowledge as servicer of the sold assets, we do not expect any commitments to be terminated due to these events. None of these arrangements may be terminated based on a change in our credit rating.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Back-up Credit Facilities

Our back-up credit facilities were as follows on the dates indicated:

	June 30,			December 31,
	2006			2005
	(in billions)
Back-up Credit Facilities
Ford Credit bank lines	$	3.4		$	3.8
FCE bank lines		2.3			2.4
Ford bank lines (available at Ford’s option)		6.3			6.5
Asset-backed commercial paper lines		18.9			18.7
Total back-up facilities		30.9 (a	)		31.4
Utilized amounts		(1.7	)		(1.1	)
Total available back-up facilities	$	29.2(a	)	$	30.3

(a)	As of July 1

At July 1, 2006, we and our majority owned subsidiaries, including FCE, had $5.7 billion of contractually committed credit facilities with financial institutions, of which $4.1 billion were available for use. Of the lines available for use, 30% (or $1.2 billion) are committed through June 30, 2010, and the remainder are committed for a shorter period of time. Of the $5.7 billion, about $3.4 billion constitute Ford Credit facilities ($2.7 billion global and about $700 million non-global) and $2.3 billion are FCE facilities ($2.2 billion global and about $100 million non-global). Our global credit facilities may be used, at our option, by any of our direct or indirect majority owned subsidiaries. We or FCE, as the case may be, will guarantee any such borrowings. All of the global credit facilities have substantially identical contract terms (other than commitment amounts) and are free of material adverse change clauses, restrictive financial covenants (for example, debt-to-equity limitations and minimum net worth requirements) and credit rating triggers that could limit our ability to borrow.

At Ford's option, Ford's global lines of credit of $6.3 billion may be used by any of its direct or indirect, majority owned subsidiaries on a guaranteed basis. Of this amount, $4.9 billion is committed through June 30, 2010. Ford also has the ability to transfer, on a non-guaranteed basis, $2.0 billion of such credit lines to us and approximately $500 million to FCE.

In addition, at July 1, 2006, banks provided $18.9 billion of contractually committed liquidity facilities exclusively to support our two on-balance sheet asset-backed commercial paper programs; $18.5 billion supported our FCAR program and $375 million supported our Motown Notes^SM wholesale securitization program ("Motown Notes"). The FCAR and Motown Notes programs must be supported by liquidity facilities equal to at least 100% and 5%, respectively, of their face amount. At July 1, 2006, $18.0 billion of FCAR's bank credit facilities were available to support FCAR's asset-backed commercial paper or subordinated debt. The remaining $500 million of available credit lines could be accessed for additional funding if FCAR issued additional subordinated debt. Utilization of these facilities is subject to conditions specific to each program and our having a sufficient amount of securitizable assets. At July 1, 2006, the outstanding balances were $16.4 billion for the FCAR program and $5.0 billion for the Motown Notes program.

Whole-Loan Sale Transactions

We have a program to sell retail installment sale contracts in transactions where we retain no interest and thus no exposure to the sold assets. These transactions, which we refer to as "whole-loan sale transactions," provide liquidity by enabling us to reduce our managed receivables and our need for funding to support those receivables. We did not sell any receivables in whole-loan sale transactions in the second quarter of 2006. Total outstanding receivables sold in whole-loan transactions at June 30, 2006 were $3.0 billion.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Off-Balance Sheet Sales of Receivables Activity

The following table illustrates our worldwide receivable sales activity in off-balance sheet securitizations and whole-loan sale transactions for the periods indicated:

	Second Quarter						First Half
	2006			2005			2006			2005
	(in billions)

North America segment
Public retail	$	—		$	3.0		$	—		$	7.5
Conduit		—			0.8			1.0			2.8
Motown Notes program		—			—			—			1.4
Public wholesale		—			2.3			—			2.3
Total North America segment		—			6.1			1.0			14.0
International segment
Europe
Public		—			0.2			0.1			0.4
Conduit		0.1			0.2			0.1			0.3
Total Europe		0.1			0.4			0.2			0.7
Asia-Pacific		—			—			—			—
Latin America		0.3			—			0.7			—
Total International segment		0.4			0.4			0.9			0.7
Net proceeds		0.4			6.5			1.9			14.7
Whole-loan sales		—			—			1.0			1.5
Total net proceeds		0.4			6.5			2.9			16.2
Retained interest and other		—			(2.0	)		0.2			(2.8	)
Total receivables sold		0.4			4.5			3.1			13.4
Prior period sold receivables, net of paydown activity		17.2			38.8			14.5			29.9
Total sold receivables outstanding at the end of the relevant period		17.6			43.3			17.6			43.3
Memo:
Less: Receivables outstanding in whole-loan sale transactions		(3.0	)		(4.1	)		(3.0	)		(4.1	)
Total securitized off-balance sheet receivables	$	14.6		$	39.2		$	14.6		$	39.2

In the first half of 2006, total net proceeds from off-balance sheet sales of receivables totaled $2.9 billion, down $13.3 billion compared with a year ago. The decrease in net proceeds primarily reflected the impact of the U.S. public retail transaction being reported on-balance sheet in the first half of 2006. Additionally, we consolidated our off-balance sheet wholesale securitization program in the fourth quarter of 2005, which caused new debt issued by the trust to be reported on-balance sheet.

The Effect of Off-Balance Sheet Receivables Sales Activity on Financial Reporting

We report the following items in Investment and other income related to sales of receivables on our income statement:

Servicing fee income from sold receivables that we continue to service,

Net gain on sales of finance receivables,

Income on interest in sold wholesale receivables and retained securities, and

Income from residual interest and other income.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

The following table summarizes activity related to off-balance sheet sales of receivables reported in Investment and other income related to sales of receivables for the periods indicated:

	Second Quarter						First Half
	2006			Restated 2005			Restated 2006			Restated 2005
	(in millions)

Servicing fees	$	54		$	106		$	112		$	205
Net gain on sales of receivables		30			(3	)		54			35
Income on interest in sold wholesale receivables and retained securities		8			109			16			225
Income on residual interest and other		98			227			191			432
Investment and other income related to sales of receivables		190			439			373			897
Less: Whole-loan income		(17	)		(21	)		(20	)		(37	)
Income related to off-balance sheet securitizations	$	173		$	418		$	353		$	860

Memo:
Finance receivables sold (in billions)	$	0.4		$	4.5		$	3.1		$	13.4
Servicing portfolio as of period-end (in billions)		17.6			43.3			17.6			43.3
Pre-tax gain per dollar of retail receivables sold		7.4	%		(0.1	)%		1.7	%		0.3	%

In the second quarter and first half of 2006, income related to off-balance sheet securitizations declined $245 million and $507 million respectively, compared with a year ago. The declines primarily reflected lower wholesale-retained interest in securitized assets, servicing fees and income on residual interest due to the accounting consolidation of our wholesale securitization program in the fourth quarter of 2005. This consolidation caused the activity related to these receivables previously sold by us in this program to be reported on-balance sheet.

The following table shows, on an analytical basis, the earnings impact of our off-balance sheet securitizations as if we had reported them on-balance sheet and funded them through asset-backed financings for the periods indicated:

	Second Quarter						First Half
	2006			Restated 2005			Restated 2006			Restated 2005
	(in millions)
Financing revenue
Retail revenue	$	299		$	409		$	626		$	804
Wholesale revenue		—			326			—			627
Total financing revenue		299			735			626			1,431
Borrowing cost		(164	)		(294	)		(340	)		(536	)
Net financing margin		135			441			286			895
Net credit losses		(19	)		(27	)		(42	)		(66	)
Income before income taxes	$	116		$	414		$	244		$	829

Memo:
Income related to off-balance sheet securitizations	$	173		$	418		$	353		$	860
Recalendarization impact of off-balance sheet securitizations		57			4			109			31

In the second quarter and first half of 2006, the impact on earnings of reporting the sold receivables as off-balance sheet securitizations was $57 million and $109 million higher, respectively, than had these transactions been structured as on-balance sheet securitizations. This difference resulted from recalendarization effects caused by gain-on-sale accounting requirements. This effect will fluctuate as the amount of receivables sold in our off-balance sheet securitizations increases or decreases over time. In a steady state of securitization activity, the difference between reporting securitizations on- or off-balance sheet in a particular year approaches zero.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Leverage

We use leverage, or the debt-to-equity ratio, to make various business decisions, including establishing pricing for retail, wholesale and lease financing, and assessing our capital structure. We calculate leverage on a financial statement basis and on a managed basis using the following formulas:

Financial		Total Debt
Statement	=	Equity
Leverage
						Retained
						Interest in
				Securitized		Securitized		Cash, Cash		Fair Value
				Off-balance		Off-balance		Equivalents &		Hedge Accounting
		Total Debt	+	Sheet	-	Sheet	-	Marketable	-	Adjustments
				Receivables		Receivables		Securities*		on Total Debt
Managed Leverage	=
								Fair Value
				Equity	+	Minority	-	Hedge Accounting
						Interest		Adjustments
								on Equity

*	Excluding marketable securities related to insurance activities

The following table shows the calculation of our financial statement leverage (in billions, except for ratios):

	Restated June 30, 2006		Restated December 31, 2005
Total debt	$	133.2	$	133.4
Total stockholder’s equity		11.7		11.4
Financial statement leverage (to 1)		11.4		11.7

The following table shows the calculation of our managed leverage (in billions, except for ratios):

	Restated June 30, 2006			Restated December 31, 2005
Total debt	$	133.2		$	133.4
Securitized off-balance sheet receivables outstanding		14.6			18.0
Retained interest in securitized off-balance sheet receivables		(1.1	)		(1.4	)
Adjustments for cash and cash equivalents, and marketable securities *		(16.0	)		(17.9	)
Fair value hedge accounting adjustments		(0.2	)		(0.5	)
Total adjusted debt	$	130.5		$	131.6

Total stockholder’s equity (including minority interest)	$	11.7		$	11.4
Fair value hedge accounting adjustments		(0.4	)		(0.7	)
Total adjusted equity	$	11.3		$	10.7

Managed leverage (to 1)		11.5			12.3

*	Excluding marketable securities related to insurance activities

Our managed leverage strategy involves establishing a leverage level that takes into consideration prevailing market conditions and reflects the risk characteristics of our business. At June 30, 2006, our managed leverage was 11.5 to 1, compared with 12.3 to 1 at year-end 2005. For the remainder of 2006, we expect our managed leverage to trend down slightly from the current ratio of 11.5 to 1. In the first half of 2006, we paid dividends of $650 million.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Accounting Standards Issued But Not Yet Adopted

In June, 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109. This Interpretation prescribes a recognition threshold and a measurement attribute for the financial statement reporting of tax positions taken in tax returns. The Interpretation is effective for fiscal years beginning after December 15, 2006. We are assessing the potential impact on our financial condition and results of operations. In addition, we have not yet adopted SFAS 155 and 156 as previously discussed in our Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2006.

Outlook

We expect our earnings in 2006 to be lower than our earnings in 2005 primarily resulting from the impact of higher interest rates, lower average receivable levels in our managed portfolio and higher depreciation expenses for vehicles subject to operating leases due to market weakness for trucks and medium- and large-sized sport utility vehicles. At year-end 2006, we anticipate managed receivables to be about $145 billion.

Cautionary Statement Regarding Forward-Looking Statements

Statements included or incorporated by reference herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts and assumptions by our management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those stated, including, without limitation, those set forth in Item 1A to Part I of our 2005 Form 10-K/A Report.

We cannot be certain that any expectations, forecasts or assumptions made by management in preparing these forward-looking statements will prove accurate, or that any projections will be realized. It is to be expected that there may be differences between projected and actual results. Our forward-looking statements speak only as of the date of their initial issuance, and we do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Other Financial Information

PricewaterhouseCoopers LLP (“PwC”) has not audited the interim financial information included in this 10-Q/A report. In reviewing such information, PwC has applied limited procedures in accordance with professional standards for reviews of interim financial information. Accordingly, you should restrict your reliance on their reports on such information. PwC is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the interim financial information because such reports do not constitute “reports” or “parts” of the registration statements prepared or certified by PwC within the meaning of Sections 7 and 11 of the Securities Act of 1933.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information in Item 3 included in the Original Filing has not been updated for information or events occurring after the date of the Original Filing and has not been updated to reflect the passage of time since the date of the Original Filing. We have expanded our discussion to clarify our use of cash flow sensitivity simulation techniques, but there have been no changes in the processes or methodologies used.

In our 2005 Form 10-K/A Report, we discuss in greater detail our market risk, counter-party risk and operating risk. To provide a quantitative measure of the sensitivity of our pre-tax cash flow to changes in interest rates, we use interest rate scenarios that assume a hypothetical, instantaneous increase or decrease in interest rates of 100 basis points (or 1%) across all maturities, as well as a base case that assumes that interest rates remain constant at existing levels. These interest rate scenarios are purely hypothetical and do not represent our view of future interest rate movements. The differences in pre-tax cash flow between these scenarios and the base case over a twelve-month period represent an estimate of the sensitivity of our pre-tax cash flow. Under this model, we estimate that at June 30, 2006, all else constant, such an increase in interest rates would reduce our pre-tax cash flow by approximately $78 million over the next twelve months, compared with $40 million at December 31, 2005. The sensitivity analysis presented above assumes a one-percentage point interest rate change to the yield curve that is both instantaneous and parallel. In reality, interest rate changes are rarely instantaneous or parallel and rates could move more or less than the one percentage point assumed in our analysis. As a result, the actual impact to pre-tax cash flow could be higher or lower than the results detailed above.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As discussed in our 2005 Form 10-K/A Report, we identified a material weakness in internal control over financial reporting with respect to the application of the assumption of no ineffectiveness to certain derivative transactions that did not meet the specific criteria set forth in Paragraph 68. As of the date of the filing of our 2005 Form 10-K/A Report, that material weakness has been fully remediated.

Michael E. Bannister, our Chairman of the Board and Chief Executive Officer ("CEO"), and Kenneth R. Kent, our Vice Chairman, Chief Financial Officer and Treasurer ("CFO"), have performed an evaluation of the Company’s disclosure controls and procedures, as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2006, and, solely as a result of the existence at that time of the material weakness in internal control over financial reporting described above, each has concluded that our disclosure controls and procedures were ineffective.

In connection with the filing of this Quarterly Report on Form 10-Q/A for the period ended June 30, 2006, under the direction of our CEO and CFO, we have again evaluated the Company's disclosure controls and procedures, as that term is defined in Rule 13a-15(e) of the Exchange Act and have concluded that, including the remedial actions described in our 2005 Form 10-K/A Report, as of November 14, 2006, our disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms.

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting during the second quarter of 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

The information in Item 5 included in the Original Filing has not been updated for information or events occurring after the date of the Original Filing and has not been updated to reflect the passage of time since the date of the Original Filing.

On May 31, 2006, we closed our service center located in Richardson, Texas and on July 31, 2006, we closed our service center in Baltimore, Maryland. We migrated the work to our other regional service centers located in the United States. This action will further harmonize our servicing activities and improve cost efficiency.

ITEM 6. EXHIBITS

Exhibits: please refer to the Exhibit Index on page 43.

Instruments defining the rights of holders of certain issues of long-term debt of Ford Credit have not been filed as exhibits to this Report because the authorized principal amount of any one of such issues does not exceed 10% of the total assets of Ford Credit. Ford Credit agrees to furnish a copy of each of such instruments to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Ford Motor Credit Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

FORD MOTOR CREDIT COMPANY

By:		/s/ Kenneth R. Kent
		(Kenneth R. Kent)
		Vice Chairman, Chief Financial Officer and Treasurer

Date:		November 14, 2006

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder

Ford Motor Credit Company:

We have reviewed the accompanying consolidated balance sheet of Ford Motor Credit Company and its subsidiaries as of June 30, 2006, and the related consolidated statements of income for each of the three-month and six-month periods ended June 30, 2006 and 2005 and the consolidated statement of cash flows for the six-month periods ended June 30, 2006 and 2005. These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 12 of the Notes to the Financial Statements, the Company restated its financial statements for the three and six-month periods ended June 30, 2006 and 2005.

We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2005, and the related consolidated statements of income, of cash flows and of stockholders’ equity for the year then ended (not presented herein), and in our report dated March 1, 2006, except for the effect of the restatement described in Note 19 of the Notes to the Financial Statements in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2005 ("2005 Form 10-K/A Report"), as to which the date is November 14, 2006, appearing in Item 8 in the Company’s 2005 Form 10-K/A Report, we expressed an unqualified opinion thereon (with an explanatory paragraph relating to the restatement of the consolidated financial statements). In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2005, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan

August 4, 2006, except for the effect of the restatement described in Note 12 of the Notes to the Financial Statements, as to which the date is November 14, 2006

FORD MOTOR CREDIT COMPANY

EXHIBIT INDEX

Designation	Description	Method of Filing

Exhibit 12	Ford Motor Credit Company and Subsidiaries Calculation of Ratio of Earnings to Fixed Charges	Filed with this Report

Exhibit 15	Letter of PricewaterhouseCoopers LLP, dated November 14, 2006, relating to Financial Information	Filed with this Report

Exhibit 31.1	Rule 15d-14(a) Certification of CEO	Filed with this Report

Exhibit 31.2	Rule 15d-14(a) Certification of CFO	Filed with this Report

Exhibit 32.1	Section 1350 Certification of CEO	Furnished with this Report

Exhibit 32.2	Section 1350 Certification of CFO	Furnished with this Report

Ford Motor Credit (FCZ) 10-Q/A2006 Q2 Quarterly report (amended)