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Prospectus Supplement to Ford Credit Prospectus Dated February 26, 2001

$8,500,000,000

Ford Motor Credit Company

$3,000,000,000 6  1/2% GlobLS due January 25, 2007

Ford Motor Company

$1,500,000,000 7.45% GlobLS due July 16, 2031

    The Ford Credit GlobLS:  Ford Credit will issue the 6  1/2% GlobLS due January 25, 2007 (the “Ford Credit Five-Year Notes”), the 7  1/4% GlobLS due October 25, 2011 (the “Ford Credit Ten-Year Notes” and, together with the Ford Credit Five-Year Notes, the “Ford Credit Fixed Rate Notes”), the Floating Rate GlobLS due October 27, 2003 (the “Ford Credit Two-Year Floating Rate Notes”) and the Floating Rate GlobLS due October 25, 2004 (the “Ford Credit Three-Year Floating Rate Notes” and, together with the Ford Credit Two-Year Floating Rate Notes, the “Ford Credit Floating Rate Notes”). The Ford Credit Fixed Rate Notes and the Ford Credit Floating Rate Notes are referred to together in this prospectus supplement as the “Ford Credit Notes.” The Ford Credit Five-Year Notes will mature on January 25, 2007 and the Ford Credit Ten-Year Notes will mature on October 25, 2011. The Ford Credit Five-Year Notes and the Ford Credit Ten-Year Notes will pay interest semi-annually beginning in January and April 2002, respectively. The Ford Credit Two-Year Floating Rate Notes will mature on October 27, 2003 and will bear interest at a floating rate equal to the Three Month EURIBOR Rate, reset quarterly, plus 170 basis points, payable quarterly beginning in January, 2002. The Ford Credit Three-Year Floating Rate Notes will mature on October 25, 2004 and will bear interest at a floating rate equal to the Three Month LIBOR Rate, reset quarterly, plus 187.5 basis points, payable quarterly beginning in January, 2002. Ford Credit is solely responsible for payments of principal and interest on the Ford Credit Notes. Ford will not guarantee the Ford Credit Notes.

    The Ford GlobLS:  Ford will issue the 7.45% GlobLS due July 16, 2031 (the “Ford Notes”). The Ford Notes will mature on July 16, 2031 and will pay interest semi-annually beginning in January 2002. Ford is solely responsible for payments of principal and interest on the Ford Notes. Ford Credit will not guarantee the Ford Notes.

    The Ford Notes offered here are a further issuance of the 7.45% GlobLS due July 16, 2031 and are in addition to $1,800,000,000 principal amount of such Notes issued on July 16, 1999 and $1,500,000,000 principal amount of such Notes issued on August 1, 2000. The Ford Notes will have the same Euroclear and Clearstream Luxembourg Common Code, International Security Identification Number and CUSIP Number assigned to such previously issued Notes.

    The Ford Credit Notes and the Ford Notes are referred to together in this document as the “Notes.” The Notes may not be redeemed prior to their respective maturities unless certain events occur involving United States taxation.

    The Notes are offered for sale in the United States, Europe and Asia. Ford Credit and Ford have applied to have the Notes listed and traded on the Luxembourg Stock Exchange and the Singapore Exchange Securities Trading Limited.

    Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus Supplement and the accompanying Prospectuses. Any representation to the contrary is a criminal offense.

    This Prospectus Supplement and the accompanying Prospectuses have been lodged with the Registrar of Companies in Singapore as an information memorandum pursuant to section 106D of the Companies Act, Chapter 50 of Singapore.

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    The initial public offering prices above do not include accrued interest. Interest on the Ford Notes will accrue from July 16, 2001 and must be paid by the purchaser for the period from July 16, 2001 to the date of delivery. Interest on the Ford Credit Notes will accrue from October 25, 2001 and must be paid by the purchaser if the Ford Credit Notes are delivered to the Underwriters after October 25, 2001. Ford Credit and Ford expect that delivery of the Notes will be made to investors on or about October 25, 2001.

Joint Book-Running Managers

Prospectus Supplement dated October 22, 2001.

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Prospectus Supplement

      The Luxembourg Stock Exchange takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document or the Prospectuses.

      The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements or opinions made or reports contained in this Prospectus Supplement and accompanying Prospectuses. Admission to the Official List is not to be taken as an indication of the merits of the issuers or of the Notes.

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      This Prospectus Supplement relates to Debt Securities offered separately by Ford Motor Credit Company (“Ford Credit”) and by Ford Motor Company (“Ford”). Accordingly, this Prospectus Supplement constitutes a prospectus supplement to the Prospectus filed as part of Ford Credit’s Registration Statement (File No. 333-50090) and to the Prospectus filed as part of Ford’s Registration Statements (File Nos. 333-49164 and 333-86035).

      This Prospectus Supplement and accompanying Prospectuses include particulars given in compliance with the requirements of the Singapore Exchange Securities Trading Limited for the purpose of giving information with regard to Ford Credit and Ford. Ford Credit and Ford accept full responsibility for the accuracy of the information contained in this Prospectus Supplement and accompanying Prospectuses and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading in any material respect.

      You should rely only on the information contained or incorporated by reference in this Prospectus Supplement or the accompanying Prospectuses. No one is authorized to provide you with different information.

      The Notes are not being offered in any jurisdiction where the offer is not permitted.

      You should not assume that the information in this Prospectus Supplement or the accompanying Prospectuses is accurate as of any date other than the date on the front of the documents.

      Offers and sales of the Notes are subject to restrictions in relation to the United Kingdom, The Netherlands, Japan and Singapore, details of which are set out in “Underwriting” below. The distribution of this Prospectus Supplement and accompanying Prospectuses and the offering of the Notes in certain other jurisdictions may also be restricted by law.

      In this Prospectus Supplement and accompanying Prospectuses, unless otherwise specified or the context otherwise requires, references to “dollars”, “$” and “U.S.$” are to United States dollars and references to “€” and “euro” are to the euro, the common currency of certain member states of the European Union as of January 1, 1999.

IN CONNECTION WITH THE OFFERING, CERTAIN OF THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT LEVELS ABOVE THOSE WHICH MIGHT NOT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKETS OR OTHERWISE, SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

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DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF FORD CREDIT

B. Boerio,

B. Burns,

T. D. Chenault,

D. C. Flanigan,

E. S. Acton,

J. T. Noone,

D. A. Winkler,

C. F. Mateer,

R. C. VanLeeuwen,

A. J. Wagner,

D. L. Korman,

I. M. Inglis,

R. D. Charles,

C. C. Schreiber,

R. A. Corbello,

Each of the above-named persons is a full-time employee of Ford or Ford Credit.

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DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF FORD

William Clay Ford, Jr.

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      All of the officers listed above are full-time employees of Ford or its subsidiaries.

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CAPITALIZATION OF FORD CREDIT

      The capitalization of Ford Credit and its subsidiaries at September 30, 2001 is adjusted to reflect the present issue as follows (in millions of U.S. dollars):

      Except as set forth herein, there has been no material change in the capitalization of Ford Credit since September 30, 2001 to the date of this Offering Circular.

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CAPITALIZATION OF FORD

      The capitalization of Ford and its subsidiaries at September 30, 2001 is as follows (in millions of U.S. dollars):

      Except as set forth herein, there has been no material change in the capitalization of Ford since September 30, 2001 to the date of this Prospectus Supplement.

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DESCRIPTION OF NOTES

      This description of terms of the Notes adds information to the descriptions of the general terms and provisions of Debt Securities in the Prospectuses. If this summary differs in any way from the summaries in the Prospectuses, you should rely on this summary. The Ford Credit Notes are part of the Debt Securities registered by Ford Credit in January 2001 and the Ford Notes are part of the Debt Securities registered by Ford in February 2000 and November 2000, each to be issued on terms to be determined at the time of sale. In addition to the Notes offered hereby, Ford Credit Debt Securities in the aggregate principal amount of $12,450,000,000 previously have been sold under the January 2001 Registration Statement and no Ford Debt Securities have been sold since the November 2000 Registration Statement.

The Ford Credit Fixed Rate Notes

      The Ford Credit Five-Year Notes will initially be limited to $3,000,000,000 aggregate principal amount and will mature on January 25, 2007. The Ford Credit Ten-Year Notes will initially be limited to $2,500,000,000 aggregate principal amount and will mature on October 25, 2011. Each series of the Ford Credit Fixed Rate Notes will be unsecured obligations of Ford Credit and will bear interest from October 25, 2001 at the rate per annum set forth on the cover page of this Prospectus Supplement. Interest on the Ford Credit Fixed Rate Notes will be payable on January 25 and July 25 of each year, commencing January 25, 2002 (with respect to the Ford Credit Five Year Notes) and on April 25 and October 25 of each year, commencing April 25, 2002 (with respect to the Ford Credit Ten-Year Notes), to the persons in whose names the Ford Credit Fixed Rate Notes are registered at the close of business on the 15th day preceding each such interest payment date, subject to certain exceptions. Interest on the Ford Credit Fixed Rate Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

      The Ford Credit Fixed Rate Notes are not subject to redemption prior to maturity unless certain events occur involving United States taxation. If any of these special tax events do occur, each series of the Ford Credit Fixed Rate Notes will be redeemed at a redemption price of 100% of their principal amount plus accrued and unpaid interest to the date of redemption. See “Description of Notes — Redemption.”

      Ford Credit may, without the consent of the holders of the Ford Credit Fixed Rate Notes, issue additional notes having the same ranking and the same interest rate, maturity and other terms as each series of the Ford Credit Fixed Rate Notes. Any additional notes will, together with the relevant series of the Ford Credit Fixed Rate Notes, constitute a single series of the Ford Credit Fixed Rate Notes under the Indenture. No additional notes may be issued in a series of the Ford Credit Fixed Rate Notes if an Event of Default has occurred with respect to that series.

The Ford Credit Floating Rate Notes

      The Ford Credit Two-Year Floating Rate Notes will initially be limited to €1,000,000,000 aggregate principal amount, will be unsecured obligations of Ford Credit and will mature on October 27, 2003 (the “Two-Year Floating Rate Maturity Date”).

      The Ford Credit Three-Year Floating Rate Notes will be initially limited to $1,500,000,000 aggregate principal amount, will be unsecured obligations of Ford Credit and will mature on October 25, 2004 (the “Three-Year Floating Rate Maturity Date”).

      The Ford Credit Floating Rate Notes are not subject to redemption prior to maturity unless certain events occur involving United States taxation. If any of these special tax events do occur, the Ford Credit Floating Rate Notes will be redeemed at a redemption price of 100% of their principal amount plus accrued and unpaid interest to the date of redemption. See “Description of Notes — Redemption.”

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      Ford Credit may, without the consent of the holders of the Ford Credit Floating Rate Notes, issue additional notes having the same ranking and the same interest rate, maturity and other terms as each series of the Ford Credit Floating Rate Notes. Any additional notes will, together with the relevant series of the Ford Credit Floating Rate Notes, constitute a single series of Ford Credit Floating Rate Notes under the Indenture. No additional notes may be issued in a series of the Ford Credit Floating Rate Notes if an Event of Default has occurred with respect to that series.

      The amount of interest for each day that a Ford Credit Floating Rate Note is outstanding (the “Daily Interest Amount”) will be calculated by dividing the Two-Year Note Floating Interest Rate or the Three-Year Note Floating Interest Rate, as the case may be, in effect for such day by 360 and multiplying the result by the principal amount of such Ford Credit Floating Rate Note. The relevant amount of interest to be paid on such Ford Credit Floating Rate Note for any Two-Year Note Interest Period or Three-Year Note Interest Period, as the case may be, will be calculated by adding the daily interest amounts for each day in such interest period.

      The Interest Rates on the Ford Credit Floating Rate Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

      The Two-Year Note Floating Interest Rate or the Three-Year Note Floating Interest Rate, as the case may be, and the respective amounts of interest to be paid on the Ford Credit Floating Rate Notes for each Interest Period will be determined by the Reference Agent. So long as the Ford Credit Floating Rate Notes are listed on the Luxembourg Stock Exchange and the Singapore Exchange Securities Trading Limited, the floating rate interest payment dates, the floating interest rates and amounts of interest to be paid on the Ford Credit Floating Rate Notes for each interest period will be communicated to each of the Exchanges by the Reference Agent no later than the first day of the relevant interest period and published in accordance with “Notices” below. All calculations made by the Reference Agent shall in the absence of manifest error be conclusive for all purposes and binding on Ford Credit and the holders of the Ford Credit Floating Rate Notes. So long as the Three Month EURIBOR Rate or the Three Month LIBOR Rate is required to be determined with respect to the Ford Credit Floating Rate Notes, there will at all times be a Reference Agent. In the event that any then acting Reference Agent shall be unable or unwilling to act, or that such Reference Agent shall fail duly to establish the Three Month EURIBOR Rate or the Three Month LIBOR Rate for any Interest Period, or that Ford Credit proposes to remove such Reference Agent, Ford Credit shall appoint itself or another person which is a bank, trust company, investment banking firm or other financial institution to act as the Reference Agent.

The Ford Credit Two-Year Floating Rate Notes

      The Ford Credit Two-Year Floating Rate Notes will bear interest from October 25, 2001 at a floating rate determined in the manner provided below, payable on January 25, April 25, July 25, and October 25 of each year (each such day a “Two-Year Note Floating Rate Interest Payment Date”), commencing January 25, 2002, to the person in whose name the Ford Credit Two-Year Floating Rate Notes were registered at the close of business on the 15th day preceding the respective Two-Year Note Floating Rate Interest Payment Date, subject to certain exceptions.

      The per annum interest rate on the Ford Credit Two-Year Floating Rate Notes (the “Two-Year Note Floating Interest Rate”) in effect for each day of a Two-Year Note Interest Period (as defined below) will be equal to the Three Month EURIBOR Rate plus 170 basis points (1.7%). The Two-Year Note Floating Interest Rate for each Two-Year Note Interest Period for the Ford Credit Two-Year Floating Rate Notes will be set on the 25th day of the months of January, April, July and October of each year, commencing with October 25, 2001 (each such date a “Two-Year Note Interest Reset Date”) until the principal on the Ford Credit Two-Year Floating Rate Notes is

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      “TARGET Settlement Day” means any day on which TARGET (the Trans-European Automated Real-time Gross settlement Express Transfer system) is open. “Two-Year Note Interest Period” shall mean the period from and including a Two-Year Note Interest Reset Date to but excluding the next succeeding Two-Year Note Interest Reset Date and, in the case of the last such period, from and including the Two-Year Note Interest Reset Date immediately preceding the relevant Two-Year Note Maturity Date or Two-Year Note Principal Payment Date, as the case may be, to but not including such Two-Year Note Maturity Date or Two-Year Note Principal Payment Date, as the case may be. If a Two-Year Note Principal Payment Date or Two-Year Note Maturity Date is not a TARGET Settlement Day, then the principal amount of the Ford Credit Two-Year Floating Rate Notes plus accrued and unpaid interest thereon shall be paid on the next succeeding TARGET Settlement Day and no interest shall accrue for the Two-Year Note Floating Rate Maturity Date, Two-Year Note Principal Payment Date or any day thereafter.

      The “Three Month EURIBOR Rate” shall mean the rate determined in accordance with the following provisions:

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The Ford Credit Three-Year Floating Rate Notes

      The Ford Credit Three-Year Floating Rate Notes will bear interest from October 25, 2001 at a floating rate determined in the manner provided below, payable on January 25, April 25, July 25 and October 25 of each year (each such day a “Three-Year Note Floating Rate Interest Payment Date”), commencing January 25, 2002, to the person in whose name the Ford Credit Three-Year Floating Rate Notes were registered at the close of business on the 15th day preceding the respective Three-Year Note Floating Rate Interest Payment Date, subject to certain exceptions.

      The per annum interest rate on the Ford Credit Three-Year Floating Rate Notes (the “Three-Year Note Floating Interest Rate”) in effect for each day of a Three-Year Note Interest Period (as defined below) will be equal to the Three Month LIBOR Rate plus 187.5 basis points (1.875%). The Three-Year Note Floating Interest Rate for each Three-Year Note Interest Period for the Ford Credit Three-Year Floating Rate Notes will be set on the 25th day of the months of January, April, July and October of each year, commencing with October 25, 2001 (each such date a “Three-Year Note Interest Reset Date”) until the principal on the Ford Credit Three-Year Floating Rate Notes is paid or made available for payment in accordance with the terms of the Indenture (the “Three-Year Note Principal Payment Date”). If any Three-Year Note Interest Reset Date (other than the initial Three-Year Note Interest Reset Date occurring on October 25, 2001) and Three-Year Note Floating Rate Interest Payment Date for the Ford Credit Three-Year Floating Rate Notes would otherwise be a day that is not a LIBOR Business Day, such Three-Year Note Interest Reset Date and Three-Year Note Floating Rate Interest Payment Date shall be the next succeeding LIBOR Business Day, unless the next succeeding LIBOR Business Day is in the next succeeding calendar month, in which case such Three-Year Note Interest Reset Date and Three-Year Note Floating Rate Interest Payment Date shall be the immediately preceding LIBOR Business Day.

      “LIBOR Business Day” means any day that is not a Saturday or Sunday and that, in the City of New York or the City of London, is not a day on which banking institutions are generally authorized or obligated by law to close. “Three-Year Note Interest Period” shall mean the period from and including a Three-Year Note Interest Reset Date to but excluding the next succeeding Three-Year Note Interest Reset Date and, in the case of the last such period, from and including the Three-Year Note Interest Reset Date immediately preceding the relevant Three-Year Note Maturity Date or Three-Year Note Principal Payment Date, as the case may be, to but not including such Three-Year Note Maturity Date or Three-Year Note Principal Payment Date, as the case may be. If a Three-Year Note Principal Payment Date or Three-Year Note Maturity Date is not a LIBOR Business Day, then the principal amount of the Ford Credit Three-Year Note Floating Rate Notes plus accrued and unpaid interest thereon shall be paid on the next succeeding Three-Year Note Floating Rate Business Day and no interest shall accrue for the Three-Year Note Floating Rate Maturity Date, Three-Year Note Principal Payment Date or any day thereafter. “Three-Year Note Floating Rate Business Day” shall mean any day that is not a Saturday or Sunday and that, in the City of New York, is not a day on which banking institutions are generally authorized or obligated by law to close.

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      The “Three Month LIBOR Rate” shall mean the rate determined in accordance with the following provisions:

The Ford Notes

      The Ford Notes offered here are a further issuance of the 7.45% GlobLS due July 16, 2031 and are in addition to $1,800,000,000 principal amount of such Notes issued on July 16, 1999 and $1,500,000,000 principal amount of such Notes issued on August 1, 2000 (the Ford Notes, together with such previously issued 7.45% GlobLS due July 16, 2031, are referred to collectively as the “7.45% Notes”). The 7.45% Notes are currently limited to $4,800,000,000 total principal amount. However, Ford may, from time to time, without the consent of the holders create and

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      No additional 7.45% Notes may be issued if an Event of Default has occurred with respect to such notes.

      The Ford Notes will bear interest from July 16, 2001. Interest on the Ford Notes will be payable on January 16 and July 16 of each year, commencing January 16, 2002, to the persons in whose names the Ford Notes are registered at the close of business on the 15th day preceding each such interest payment date, subject to certain exceptions. Interest on the Ford Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

      The Ford Notes are not subject to redemption prior to maturity unless certain events occur involving United States taxation. If any of these special tax events do occur, Ford may at its option redeem the Ford Notes at a redemption price of 100% of their principal amount plus accrued and unpaid interest to the date of redemption. See “Description of Notes — Redemption.”

Book-Entry, Delivery and Form

      Ford Credit Two-Year Floating Rate Notes which are held outside the United States (the “International Notes”) will be represented by beneficial interests in a fully registered permanent global note (the “International Global Note”) without interest coupons attached, which will be registered in the name of Chase Nominees Ltd., and will be deposited on or about the Closing Date with The Chase Manhattan Bank, London office, as common depositary for, and in respect of interests held through, Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream Luxembourg”).

      All of the Notes (the “DTC Notes”) will be represented by beneficial interests in a fully registered permanent global note (the “DTC Global Note” and, together with the International Global Note, the “Global Notes”), without interest coupons attached, which will be deposited on or about the Closing Date with, in the case of the Ford Notes, The Bank of New York, and with respect to the Ford Credit Notes, The Chase Manhattan Bank, as custodian for DTC, and registered in the name of Cede & Co., as nominee for DTC.

      Together, the Notes of any series represented by the Global Notes will equal the aggregate principal amount of the Notes of such series outstanding at any time. The amount of Notes represented by each of the DTC Global Note and the International Global Note will be evidenced by the register maintained for that purpose by The Chase Manhattan Bank. Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream Luxembourg and their participants. Except as described herein, individual registered certificates will not be issued in exchange for beneficial interests in the Global Notes.

      A holder of DTC Notes of any series will receive all payments under the DTC Notes in U.S. dollars, unless, with respect to the Ford Credit Two-Year Floating Rate Notes, such holder makes an election as described herein for payment in euros on such notes. If holders of the Ford Credit Two-Year Floating Rate Notes do not elect to receive payments thereon in euros, the amount payable in U.S. dollars will be equal to the amount of euros otherwise payable on such notes exchanged into U.S. dollars at the euro/ U.S.$ rate of exchange prevailing two Business Days prior to the relevant payment date. See “Currency Conversions and Foreign Exchange Risks Affecting Euro Notes — Currency Conversions”.

      Owners of beneficial interests in the Global Notes of any series will not be entitled to have notes registered in their names, and will not receive or be entitled to receive physical delivery of definitive notes representing individual notes. In the event definitive notes are issued, Ford Credit and/or Ford, as the case may be, will appoint a paying agent and transfer agent in Luxembourg and holders of definitive notes will be able to receive payments and effect transfers at the offices

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      Individual registered certificates in respect of notes of any series will not be issued in exchange for the Global Notes, except in very limited circumstances. If (1) Euroclear, Clearstream Luxembourg or DTC notifies us that it is unwilling or unable to continue as a clearing system in connection with a Global Note or, in the case of DTC only, DTC ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, and in each case Ford Credit or Ford, as the case may be, does not appoint a successor clearing system within 90 days after receiving such notice from Euroclear, Clearstream Luxembourg or DTC or on becoming aware that DTC is no longer so registered, (2) an event of default has occurred and is continuing under the applicable Indenture or (3) Ford Credit or Ford, as the case may be, elects at its option to terminate the book-entry system through DTC, Euroclear and Clearstream Luxembourg, Ford Credit or Ford, as the case may be, will issue or cause to be issued individual certificates in registered form on registration of, transfer of or in exchange for book-entry interests in the Notes represented by such Global Note in whole but not in part upon delivery of such Global Note for cancellation.

      Subject to applicable law and the terms of the applicable Indenture, Ford Credit or Ford, as the case may be, and any paying agent will treat the persons in whose names the Global Notes of any series are registered, initially Cede & Co. and Chase Nominees Ltd., as owners of such Notes for the purpose of receiving payments of principal and interest (and additional amounts, if any) on the Notes and for all other purposes whatsoever. Therefore, neither Ford Credit or Ford, as the case may be, nor any paying agent has any direct responsibility or liability for the payment of principal of or interest on the Notes to owners of beneficial interests in the Global Notes. All payments made by Ford Credit or Ford, as the case may be, to the registered holders of the Global Notes shall discharge the liability of Ford Credit or Ford, as the case may be, under the Notes to the extent of the sums so paid.

      Clearstream Luxembourg advises that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream Luxembourg holds securities for its participating organizations (“Clearstream Luxembourg Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Luxembourg Participants through electronic book-entry changes in accounts of Clearstream Luxembourg Participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg provides to Clearstream Luxembourg Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream Luxembourg interfaces with domestic markets in several countries. As a professional depositary, Clearstream Luxembourg is subject to regulation by the Luxembourg Monetary Institute. Clearstream Luxembourg Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the Underwriters. Indirect access to Clearstream Luxembourg is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Luxembourg Participant either directly or indirectly.

      Distributions with respect to each series of Notes held beneficially through Clearstream Luxembourg will be credited to cash accounts of Clearstream Luxembourg Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream Luxembourg, or the common depositary, as the case may be.

      Euroclear advises that it was created in 1968 to hold securities for participants of Euroclear (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of

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      The Euroclear Operator was launched on December 31, 2000, and replaced Morgan Guaranty Trust Company of New York as the operator of and banker to the Euroclear system. Euroclear Bank S.A./N.V. has capital of approximately EUR 1 billion.

      Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.

      Distributions with respect to each series of Notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear or the common depositary, as the case may be.

      In the event definitive Notes are issued, Ford Credit or Ford, as the case may be, will promptly provide notice to the holders of the Notes and appoint a paying agent and transfer agent in Luxembourg and Singapore.

Global Clearance and Settlement Procedures

      So long as DTC or its nominee or Euroclear, Clearstream Luxembourg or the nominee of their common depositary is the registered holder of the Global Notes with respect to each series of Notes, DTC, Euroclear, Clearstream Luxembourg or such nominees, as the case may be, will be considered the sole owners or holders of the Notes represented by such Global Notes for all purposes under each series of the Notes. Payments of principal, interest and additional amounts, if any, in respect of the Global Notes will be made to DTC, Euroclear, Clearstream Luxembourg or such nominees, as the case may be, as the registered holder thereof. None of Ford Credit or Ford, as the case may be, any agent or any underwriter or any affiliate of any of the above or any person by whom any of the above is controlled (as such term is defined in the United States Securities Act of 1933, as amended), have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

      Distributions of principal and interest with respect to book-entry interests in each series of the Notes held through Euroclear or Clearstream Luxembourg will be credited, to the extent received by Euroclear or Clearstream Luxembourg from the applicable Trustee, to the cash accounts of Euroclear or Clearstream Luxembourg customers in accordance with the relevant system’s rules and procedures.

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      Holders of book-entry interests in each series of the Notes through DTC will receive, to the extent received by DTC from the applicable Trustee, all distributions of principal and interest with respect to book-entry interests in the Notes from the applicable Trustee through DTC. Distributions in the United States will be subject to relevant U.S. tax laws and regulations.

      Interest on each series of the Notes (other than interest on redemption) will be paid to the holder shown on the applicable register on the applicable record date.

      The laws of some states of the United States require that certain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer interests in the Global Notes to such persons may be limited. Because DTC, Euroclear and Clearstream Luxembourg can only act on behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having an interest in the Global Notes to pledge such interest to persons or entities which do not participate in the relevant clearing system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate in respect of such interest.

      The holdings of book-entry interests in the Notes through Euroclear, Clearstream Luxembourg and DTC will be reflected in the book-entry accounts of each such institution. As necessary, the applicable Trustee will adjust the amounts of each series of the Notes on the register for the accounts of (i) Chase Nominees Ltd. and (ii) Cede & Co. to reflect the amounts of Notes held through Euroclear, Clearstream Luxembourg where applicable, and DTC, respectively.

Secondary Market Trading in Relation to Registered Global Notes.

      Although the following sets out the procedures of Euroclear, Clearstream Luxembourg and DTC in order to facilitate the transfers of interests in the Notes among participants of DTC, Clearstream Luxembourg and Euroclear, none of Euroclear, Clearstream Luxembourg or DTC is under any obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither Ford Credit nor Ford, as the case may be, or the applicable Trustee, any paying agent, any underwriter or any affiliate of any of the above, or any person by whom any of the above is controlled for the purposes of the United States Securities Act of 1933, as amended, will have any responsibility for the performance by DTC, Euroclear and Clearstream Luxembourg or their respective direct or indirect participants or accountholders of their respective obligations under the rules and procedures governing their operations or for the sufficiency for any purpose of the arrangements described above.

      Trading between Euroclear and/or Clearstream Luxembourg Participants: Secondary market sales of book-entry interests in International Global Notes held through Euroclear or Clearstream Luxembourg to purchasers of book-entry interests in the International Global Notes through Euroclear or Clearstream Luxembourg will be conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream Luxembourg and will be settled using the procedures applicable to conventional Eurobonds.

      Trading between DTC Participants: Secondary market sales of book-entry interests in the DTC Notes between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled using the procedures applicable to United States corporate debt obligations and, with respect to the Ford Credit Two-Year Floating Rate Notes (referred to in this section as the “Euro Notes”), if payment is effected in U.S. dollars, or free of payment if payment is not effected in U.S. dollars. With respect to the Euro Notes, where payment is not effected in U.S. dollars, separate payment arrangements outside DTC are required to be made between the DTC participants.

      With respect to the Notes (other than the Euro Notes), Trading between DTC Participants and Euroclear and/or Clearstream Luxembourg Participants: Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through

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      Because of time-zone differences, credits of Notes received in Clearstream Luxembourg or Euroclear as a result of a transaction with a DTC Participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such Notes settled during such processing will be reported to the relevant Euroclear or Clearstream Luxembourg Participants on such business day. Cash received in Clearstream Luxembourg or Euroclear as a result of sales of Notes by or through a Clearstream Luxembourg Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream Luxembourg or Euroclear cash account only as of the business day following settlement through DTC.

      With Respect to the Euro Notes, Trading between DTC Seller and Euroclear/ Clearstream Luxembourg Purchaser: When book-entry interests in Euro Notes are to be transferred from the account of a DTC participant holding a beneficial interest in a DTC Global Note to the account of a Euroclear or Clearstream Luxembourg accountholder wishing to purchase a beneficial interest in an International Global Note, the DTC participant will deliver instructions for delivery to the relevant Euroclear or Clearstream Luxembourg accountholder. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear or Clearstream Luxembourg accountholder. On the settlement date, the custodian will instruct the applicable Trustee to (i) decrease the amount of Euro Notes registered in the name of Cede & Co. and evidenced by the DTC Global Note and (ii) increase the amount of Euro Notes registered in the name of the nominee (being Chase Nominees Ltd.) of the common depositary for Euroclear and Clearstream Luxembourg and evidenced by the International Global Note. Book-entry interests will be delivered free of payment to Euroclear or Clearstream Luxembourg, as the case may be, for credit to the relevant accountholder on the first business day following the settlement date but for value on the settlement date.

      With respect to the Euro Notes, Trading between Euroclear/ Clearstream Luxembourg Seller and DTC Purchaser: When book-entry interests in the Euro Notes are to be transferred from the account of a Euroclear or Clearstream Luxembourg accountholder to the account of a DTC participant wishing to purchase a beneficial interest in the DTC Global Note the Euroclear or Clearstream Luxembourg participant must send to Euroclear or Clearstream Luxembourg delivery free of payment instructions. Euroclear or Clearstream Luxembourg, as the case may be, will in turn transmit appropriate instructions to the common depositary for Euroclear and Clearstream Luxembourg and the Trustee to arrange delivery to the DTC participant on the settlement date. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear and Clearstream Luxembourg accountholder, as the case may be.

      On the settlement date with respect to the Euro Notes, the common depositary for Euroclear and Clearstream Luxembourg will (a) transmit appropriate instructions to the custodian who will in turn deliver such book-entry interests in the Euro Notes free of payment to the relevant account of the DTC participant and (b) instruct the Trustee to (i) decrease the amount of Euro Notes registered in the name of the nominee (being Chase Nominees Ltd.) of the common depositary for Euroclear and Clearstream Luxembourg and evidenced by the International Global

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Currency Conversions and Foreign Exchange Risks Affecting the Euro Notes

      Currency Conversions: The Ford Credit Two-Year Floating Rate Notes (referred to in this section as the “Euro Notes”) may be represented by beneficial interests in the DTC Global Note. While interests in the DTC notes are held through the DTC Global Note, all payments in respect of such DTC Notes will be made in U.S. dollars, except as otherwise provided in this section. Holders of the Euro Notes may elect to hold their interests through Euroclear and Clearstream Luxembourg in the International Global Note and receive all payments in euros without further action.

      As determined by the Euro Notes Trustee, in accordance with reasonable market practice, the amount of U.S. dollars payable in respect of any particular payment under the Euro Notes held as DTC Notes will be equal to the amount of euros otherwise payable exchanged into U.S. dollars at the euro/ U.S.$ rate of exchange prevailing as at 11:00 a.m. (New York City time) on the day which is two business days prior to the relevant payment date, less any costs incurred by the Euro Notes Trustee for such conversion (to be shared pro rata among the holders of Euro Notes held as DTC Notes accepting U.S. dollar payments in the proportion of their respective holdings). If an exchange rate bid quotation is not available, the Euro Notes Trustee will obtain a bid quotation from a leading foreign exchange bank in The City of New York selected by the Euro Notes Trustee for such purpose after consultation with Ford Credit. If no bid quotation from a leading foreign exchange bank is available, payment will be in euros to the account or accounts specified by DTC to the Euro Notes Trustee.

      Notwithstanding the above, the holder of a beneficial interest in the Euro Notes held as DTC Notes may elect to receive payment or payments under such DTC Notes in euros by notifying the DTC participant through which its Notes are held on or prior to the applicable record date of (1) such investor’s election to receive all or a portion of such payment in euros and (2) wire transfer instructions to a euro account in the Euro-Zone. DTC must be notified of such

      If complete instructions are forwarded to DTC through DTC participants and by DTC to the Trustee on or prior to such dates, such investor will receive payment in euros outside DTC; otherwise, only U.S. dollar payments will be made by the Euro Notes Trustee to DTC. All costs of such payment by wire transfer will be borne by holders of beneficial interests receiving such payments by deduction from such payments. For purposes of this paragraph and the three preceding paragraphs, “New York business day” means any day other than a Saturday or Sunday or a day on which banking institutions in New York City are authorized or required by law or executive order to close.

      Holders of the Euro Notes will be subject to foreign exchange risks as to payments of principal and interest that may have important economic and tax consequences to them. For further information as to such consequences, see “Foreign Exchange Risks” below.

      Foreign Exchange Risks: An investment in the Euro Notes, which are denominated in, and all payments in respect of which are to be made in, a currency other than the currency of the country in which the purchaser is resident or the currency in which the purchaser conducts its business or activities (the “home currency”) entails significant risks that are not associated with a similar investment in a security denominated in the home currency. Such risks include, without

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      This description of foreign currency risks does not describe all the risks of an investment in securities denominated in a currency other than the home currency. Prospective investors should consult with their own financial and legal advisors as to the risks involved in an investment in the notes.

Payment of Additional Amounts

      Ford Credit, in respect of the Ford Credit Notes, and Ford, in respect of the Ford Notes, will, subject to the exceptions and limitations described below, pay as additional interest on each series of Notes, any additional amounts that are necessary in order that the net payment by paying agents of Ford Credit or Ford of the principal of and interest on the Notes to a holder who is a non-United States person (as defined below), after deduction for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts shall not apply:

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The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided under this heading “Payment of Additional Amounts” and under the heading “Description of Notes — Redemption”, Ford Credit or Ford, as the case may be, shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

      As used under this heading “Payment of Additional Amounts” and under the headings “Description of Notes — Redemption”, “Certain United States Tax Documentation Requirements” and “United States Taxation” the term “United States” means the United States of America (including the States and the District of Columbia) and its territories, its possessions and other areas subject to its jurisdiction, “United States person” means any individual who is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, any estate the income of which is subject to United States federal income taxation regardless of its source, and any trust if a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more United States persons have the authority to control all substantial decisions of the trust. A “non-United States person” means a person who is not a United States person.

Redemption

      If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after the date of this Prospectus Supplement, Ford Credit or Ford, as the case may be, becomes or will become obligated to pay additional amounts with respect to any Notes as described herein under the heading “Payment of Additional Amounts” or (b) any act is taken by a taxing authority of the United States on or after the date of this Prospectus Supplement, whether or not such act is taken with respect to either issuer or their respective affiliates, that results in a substantial probability that the relevant issuer will or may be required to pay such additional amounts, then such issuer may, at its option, redeem, as a whole, but not in part, such series of Notes on not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued thereon

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Notices

      Notices to holders of the Notes will be published in Authorized Newspapers in The City of New York, in London, and, so long as such Notes are listed on the Luxembourg Stock Exchange, in Luxembourg and on the Singapore Exchange Securities Trading Limited, in Singapore. It is expected that publication will be made in The City of New York in The Wall Street Journal, in London in the Financial Times, in Luxembourg in the Luxemburger Wort and in Singapore in the Business Times. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once, on the date of the first such publication.

Applicable Law and Service of Process

      The Notes and the Indentures will be governed by and construed in accordance with the laws of the State of New York. Ford Credit and Ford each have designated CT Corporation System in New York City as their authorized agent to receive service of process in the State of New York.

      The European Union is currently considering proposals for a new directive regarding the taxation of savings income. Subject to a number of important conditions being met, it is proposed that Member States will be required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to an individual resident in that other Member State, subject to the right of certain Member States to opt instead for a withholding system for a transitional period in relation to such payments.

      A beneficial owner of a Note who is not a United States person (a “non-United States holder”) will generally be subject to the 30% United States federal withholding tax on payments of interest unless one of the following steps is taken to obtain an exemption from or reduction of the tax:

      Exemption or reduced rate for non-United States holders, other than non-United States holders that conduct a trade or business in the United States to which interest on the Notes is effectively connected (IRS Form W-8BEN). A non-United States holder can obtain an exemption from the withholding tax by providing a properly completed IRS Form W-8BEN, provided that either (i) it is entitled to the benefits of an income tax treaty to which the United States is a party (which treaty exempts interest on the Notes received by it from United States withholding tax) or (ii) it is not related to Ford Credit or Ford through stock ownership as described in clauses (x)(a) and (b) of Paragraph (i) under “United States Taxation — Non-United States Holders.” In addition, a non-United States partnership holding a Note will be required to provide an IRS

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      Exemption for non-United States holders that conduct a trade or business in the United States to which interest on the Notes is effectively connected (IRS Form W-8ECI). A non-United States holder, including a non-United States corporation or bank with a United States branch, that conducts a trade or business in the United States to which interest income on a Note is effectively connected, can obtain an exemption from the withholding tax by providing a properly completed IRS Form W-8ECI.

      United States federal income tax reporting procedure. A non-United States holder of a Note is required to submit the appropriate IRS Form under applicable procedures to the person through which the owner directly holds the Note. For example, if the beneficial owner is listed directly on the books of Euroclear or Clearstream Luxembourg as the holder of the Note, the IRS Form must be provided to Euroclear or Clearstream Luxembourg, as the case may be. Each other person through which a Note is held must submit, on behalf of the beneficial owner, the IRS Form (or in certain cases a copy thereof) under applicable procedures to the person through which it holds the Note, until the IRS Form is received by the United States person who would otherwise be required to withhold United States federal income tax from interest on the Note. For example, in the case of Notes held through Euroclear or Clearstream Luxembourg, the IRS Form (or a copy thereof) must be received by the U.S. Depositary of such clearing agency. Applicable procedures include additional certification requirements, described in clause (x)(c)(B) of Paragraph (i) under “United States Taxation — Non-United States Holders,” if a beneficial owner of the Note provides an IRS Form W-8BEN to a securities clearing organization, bank or other financial institution that holds the Note on its behalf.

      Each non-United States holder of a Note should be aware that if it does not properly provide the required IRS form, or if the IRS form (or, if permissible, a copy of such form) is not properly transmitted to and received by the United States person otherwise required to withhold United States federal income tax, interest on the Note may be subject to United States withholding tax at a 30% rate and the holder (including the beneficial owner) will not be entitled to any additional amounts from Ford Credit or Ford, as the case may be, described under the heading “Description of Notes — Payment of Additional Amounts” with respect to such tax. Such tax, however, may in certain circumstances be allowed as a refund or as a credit against such holder’s United States federal income tax. The foregoing does not deal with all aspects of federal income tax withholding that may be relevant to foreign holders of the Notes. Investors are advised to consult their own tax advisors for specific advice concerning the ownership and disposition of Notes.

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      In the opinion of Shearman & Sterling, special tax counsel to Ford Credit and Ford, and counsel for the Underwriters, the following summary describes certain material United States federal income tax consequences of the acquisition, ownership and disposition of the Notes by beneficial owners of Notes who purchased the Notes in the initial offering at the initial offering price to the public, subject to the limitations stated herein. The summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions as of the date hereof, all of which may be repealed, revoked or modified so as to result in federal income tax consequences different from those described below. Such changes could be applied retroactively in a manner that could adversely affect holders of the Notes. It is therefore possible that the consequences of the acquisition, ownership and disposition of the Notes may differ from the treatment described below.

      This summary is for general information only and does not address all aspects of United States federal income taxation that may be relevant to holders of the Notes in light of their particular circumstances, and it does not address any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. Prospective holders are urged to consult their own tax advisors as to the particular tax consequences to them of acquiring, holding or disposing of the Notes.

United States Holders

      The following summary is limited to beneficial owners of Notes who are United States persons (“United States holders”) and who will hold the Notes as capital assets within the meaning of section 1221 of the Code and does not deal with holders that may be subject to special tax rules (including, but not limited to, insurance companies, tax-exempt organizations, financial institutions, dealers in securities or currencies, holders whose functional currency is not the United States dollar or holders who will hold the Notes as a hedge against currency risks or as part of a straddle, synthetic security, conversion transaction or other integrated investment comprised of the Notes and one or more other investments.)

      Interest. Interest and additional amounts, if any, paid with respect to Notes will generally be taxable to a United States holder as ordinary income at the time accrued or received, in accordance with such United States holder’s method of accounting for United States federal income tax purposes.

      A United States holder of Euro Notes will be taxable on the United States dollar value of euro payable as interest or additional amounts on the Notes, whether or not such United States holder elects to receive payments in euro.

      A cash basis United States holder receiving an interest payment on a Euro Note will be required to include in income the United States dollar value of such payment when it is actually or deemed received by such United States holder determined using the spot rate in effect on the date such payment is so received, regardless of whether such payment is made in euro or in United States dollars. A United States holder receiving interest in the form of United States dollars will be considered to have received interest in the form of euro (translated into United States dollars at the spot rate in effect on such date) and to have sold those euro for United States dollars in the amount actually received (with the consequences described below in “Transactions in Euro”).

      An accrual basis United States holder of a Euro Note will be required to include in income the United States dollar value of the amount of interest income that has accrued on such Euro Note in a taxable year, determined by translating such income at the average rate of exchange for the relevant interest accrual period or, with respect to an interest accrual period that spans two taxable years, at the average rate for the portion of such interest accrual period within the taxable year. The average rate of exchange for an interest accrual period (or portion thereof) is

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      Upon receipt of an interest payment on a Euro Note, an accrual basis United States holder will recognize ordinary income or loss with respect to accrued interest income in an amount equal to the difference between (i) the United States dollar value of the euro received or that would have been received if euro rather than United States dollars had been elected by such holder (determined using the spot rate on the date of receipt) in respect of such interest accrual period and (ii) the United States dollar value of the interest income that has accrued during such interest accrual period (as determined in the preceding paragraph). Any such income or loss will be treated as ordinary income or loss but generally will not be treated as interest income or expense, except to the extent provided by future regulations or administrative pronouncements of the IRS. A United States holder receiving interest in the form of United States dollars will be considered to have received interest in the form of euro (translated into United States dollars at the spot rate in effect on such date) and to have sold those euro for United States dollars in the amount actually received (with the consequences described below in “Transactions in Euro”).

      Dispositions. Upon the sale, exchange, redemption, retirement or other disposition of a Note, a United States holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, redemption, retirement or other disposition (except to the extent of accrued but unpaid interest, which will be taxable as such) and such holder’s adjusted tax basis in the Note.

      In the case of a Euro Note, a United States holder’s adjusted tax basis in such note generally will be the United States dollar value of the purchase price of such Euro Note on the date of purchase (determined by translating the purchase price into United States dollars at the spot rate in effect on the date of purchase). The amount realized upon the sale, exchange, redemption, retirement or other disposition of a Euro Note, if realized in other than United States dollars, will be the United States dollar value of the amount using the spot rate in effect on the date of such disposition. A United States holder receiving principal in the form of United States dollars will be considered to have received the principal in the form of euro (translated into United States dollars at the spot rate in effect on such date) and to have sold the euro for United States dollars in the amount actually received (with the consequences described below in “Transactions in Euro”).

      Any such gain or loss (except to the extent attributable to foreign currency gain or loss) will be capital gain or loss, and will be long term capital gain or loss if a United States holder has held the Note for more than one year. Gain or loss recognized by a United States holder on the sale, exchange, redemption, retirement or other disposition of a Euro Note that is attributable to changes in the rate of exchange between the United States dollar and the euro will be treated as ordinary income or loss and generally will not be treated as interest income or expense except to the extent provided by future regulations or administrative pronouncements of the IRS. Such foreign currency gain or loss is recognized on the sale, exchange, redemption, retirement or other disposition of a Euro Note only to the extent of total gain or loss recognized on such sale, exchange, redemption, retirement or other disposition.

      Transactions in Euro. Euro received as interest on, or upon the sale, exchange, redemption, retirement or other disposition of, a Euro Note will have a tax basis equal to their United States

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      A United States holder that purchases a Euro Note with previously owned euro would recognize gain or loss in an amount equal to the difference, if any, between such holder’s tax basis in such euro and the United States dollar fair market value of such Euro Note on the date of purchase. Generally, any such gain or loss will be ordinary income or loss and will not be treated as interest income or expense, except to the extent provided by future regulations or administrative pronouncements of the IRS. However, a United States holder that converts United States dollars to euro and immediately uses such euro to purchase a Euro Note ordinarily would not recognize any exchange gain or loss in connection with such conversion or purchase.

Non-United States Holders

      Subject to the discussion of backup withholding below:

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      If a beneficial owner or holder of a Note is a non-United States partnership, the non-United States partnership will be required to provide an IRS Form W-8IMY and, unless it has entered into a withholding agreement with the IRS, to attach an appropriate certification obtained from each of its partners.

      Interest on a Note that is effectively connected with the conduct of a trade or business in the United States by a non-United States holder, although exempt from United States withholding tax, may be subject to United States income tax as if such interest was earned by a United States person.

Backup Withholding and Information Reporting

      In general, information reporting requirements will apply to certain payments of principal and interest made on a Note and the proceeds of the sale of a Note within the United States to non-corporate holders of the Notes, and “backup withholding” will apply to such payments if the holder fails to provide an accurate taxpayer identification number in the manner required or to report all interest and dividends required to be shown on its federal income tax returns. The backup withholding rate is currently at 30.5% and will be reduced to 30% for years 2002 and 2003, 29% for years 2004 and 2005, and 28% for 2006 and thereafter.

      Information reporting on IRS Form 1099 and backup withholding will not apply to payments made by Ford Credit or Ford, as the case may be, or a paying agent to a non-United States person on a Note if, in the case of interest, the IRS Form described in clause (y) or (z) in Paragraph (i) under “United States Taxation — Non-United States Holders” has been provided under applicable procedures, or, in the case of interest or principal, the certification described in clause (x)(c) in Paragraph (i) under “United States Taxation — Non-United States Holders” and a certification that the beneficial owner satisfies certain other conditions have been supplied under applicable procedures, provided that the payor does not have actual knowledge that the certifications are incorrect.

      Payments of the proceeds from the sale of a Note made to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except that if the broker is a United States person, a controlled foreign corporation for United States tax purposes, a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period, a foreign partnership with specific connections to the United States, or, a United States branch of a foreign bank or foreign insurance company, information reporting may apply to such payments. Payments of the proceeds from the sale of a Note to or through the United States office of a broker are subject to information reporting and backup withholding unless the holder or beneficial owner certifies that it is a non-United States person and that it satisfies certain other conditions or otherwise establishes an exemption from information reporting and backup withholding.

      Backup withholding is not a separate tax, but is allowed as a refund or credit against the holder’s United States federal income tax, provided the necessary information is furnished to the Internal Revenue Service.

      Interest on a Note that is beneficially owned by a non-United States person will be reported annually on IRS Form 1042S, which must be filed with the Internal Revenue Service and furnished to such beneficial owner.

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INFORMATION CONCERNING FORD CREDIT

      Ford Credit is a corporation incorporated on August 20, 1959 with a perpetual existence under the Delaware General Corporation Law of the State of Delaware. Ford Credit is an indirect wholly-owned subsidiary of Ford Motor Company (“Ford”). As used herein “Ford Credit” refers to Ford Motor Credit Company and its subsidiaries unless the context otherwise requires.

      Ford Credit and its subsidiaries provide wholesale financing and capital loans to Ford Motor Company retail dealerships and associated non-Ford dealerships throughout the world, most of which are privately owned and financed, and purchase retail installment sale contracts and retail leases from them. Ford Credit also makes loans to vehicle leasing companies, the majority of which are affiliated with such dealerships. In addition, Ford Credit provides these financing services in the United States, Europe, Canada, Australia, Indonesia, the Philippines and India to non-Ford dealerships. A substantial majority of all new vehicles financed by Ford Credit are manufactured by Ford and its affiliates. Ford Credit also provides retail financing for used vehicles built by Ford and other manufacturers. In addition to vehicle financing, Ford Credit makes loans to affiliates of Ford and finances certain receivables of Ford and its subsidiaries.

      Ford Credit also conducts insurance operations through The American Road Insurance Company (“American Road”) and its subsidiaries in the United States and Canada. American Road’s business consists of extended service plan contracts for new and used vehicles manufactured by affiliated and nonaffiliated companies, primarily originating from Ford dealers, physical damage insurance covering vehicles and equipment financed at wholesale by Ford Credit, and the reinsurance of credit life and credit disability insurance for retail purchasers of vehicles and equipment.

      The mailing address of Ford Credit’s executive offices is One American Road, Dearborn, Michigan 48126, United States of America. The telephone number of such offices is (313) 322-3000.

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SELECTED FINANCIAL DATA

Third Quarter 2001 Results of Operations

      Ford Credit earned $376 million in the third quarter of 2001, with earnings for the first nine months of 2001 totaling $1.14 billion.

      Excluding adjustments related to the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 133 (“SFAS 133”), “Accounting for Derivative Instruments and Hedging Activities”, Ford Credit’s earnings were $389 million, up 1% from third quarter 2000 earnings of $386 million. The increase was primarily due to higher volume and margin and higher gain on the sale of receivables related to securitization transactions, largely offset by higher provision for credit losses. The higher gain on the sale of receivables reflects Ford Credit’s increased use of securitization as a cost-effective source of funds coupled with a falling rate environment. The increase in the provision for credit losses reflects weakening economic conditions.

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      After-tax return on average equity was 12.1% in the third quarter of 2001, compared with 12.9% in the same period a year earlier. Excluding SFAS 133, earnings for the first nine months of 2001 totaled $1.19 billion, up 6% from the first nine months of 2000.

      Ford Credit’s total net finance receivables at September 30, 2001 were $150 billion, compared with $157 billion in the same period of the previous year, reflecting higher securitization activity. Managed assets were $202 billion, compared with $180 billion at September 30, 2000.

Second Quarter 2001 Results of Operations

      Ford Credit’s second quarter and first half 2001 financial results include the effects of SFAS No. 133 Ford Credit adopted SFAS No. 133, as amended by SFAS No. 137 and SFAS No. 138, on January 1, 2001.

      Ford Credit’s consolidated net income for the second quarter of 2001 was $367 million, down $21 million or 5% from the second quarter of 2000. The decrease in second quarter earnings compared with the prior year is more than explained by non-cash charges (totaling $32 million) related to SFAS No. 133.

      Excluding the effects of SFAS No. 133, net income for the second quarter of 2001 was $399 million, up $11 million or 3% from a year ago. Higher financing volume and margin, and improvements in investment and other income (primarily the result of gains on the sale of receivables related to securitization transactions) were offset largely by higher credit losses.

      Total net finance receivables and net investment in operating leases at June 30, 2001 were $165 billion, up $3 billion or 2% from March 31, 2001 and up $9 billion or 6% from a year ago. The increase resulted primarily from higher volumes of wholesale and operating lease receivables offset partially by the impact of higher levels of securitization in the second quarter of 2001 compared with a year ago.

      Credit losses as a percent of average net finance receivables including net investment in operating leases was 0.95% in the second quarter of 2001 compared with 0.65% a year ago. The increase was due to centralization of collection activities at the regional service centers in the United States and Canada (as the centers continue to train staff and complete the launch of new collection tools), a slowing economic environment, and an increase in loss per charge-off. All service centers are now operational and have assumed collection activities that were previously performed at branch offices.

      Ford Credit manages its operations through two segments, Ford Credit North America and Ford Credit International. Net income in the North America segment for the second quarter of 2001 was $337 million, up $14 million or 4% from a year ago, primarily a result of the factors discussed above. Net income in the International segment for the second quarter of 2001 was $61 million, down $14 million or 18% from a year ago, primarily a result of profits reported in weaker European currencies and margin pressure in Europe.

      During the second quarter of 2001, Ford Credit financed 44% of all new cars and trucks sold by Ford, Lincoln, and Mercury dealers in the United States, compared to 48% a year ago. In Europe, Ford Credit financed 37% of all new vehicles sold by Ford dealers, compared to 33% a year ago. Ford Credit’s retail financing for new and used vehicles totaled 945,000 in the United States and 261,000 in Europe during the second quarter of 2001 compared with 980,000 in the United States and 206,000 in Europe a year ago. Ford Credit provided wholesale financing for 86% of Ford, Lincoln, and Mercury factory sales in the United States and 97% of Ford factory sales in Europe compared with 82% for the United States and 95% for Europe a year ago.

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First Half 2001 Results of Operations

      For the first half of 2001, Ford Credit’s consolidated net income was $760 million, up $19 million or 3% from the first half of 2000. Compared with 2000, the increase in first half earnings reflects primarily improvements in investment and other income (primarily the result of gains on the sale of receivables related to securitization transactions) and higher financing volumes, offset partially by higher credit losses and the effects of SFAS No. 133.

      During the first half of 2001, Ford Credit financed 44% of all new cars and trucks sold by Ford, Lincoln, and Mercury dealers in the United States compared with 49% a year ago. In Europe, Ford Credit financed 34% of all new vehicles sold by Ford dealers, compared with 32% a year ago. Ford Credit’s retail financing for new and used vehicles totaled 1,797,000 in the United States and 490,000 in Europe during the first half of 2001 compared with 1,930,000 in the United States and 412,000 in Europe a year ago. Ford Credit provided wholesale financing for 86% of Ford, Lincoln, and Mercury factory sales in the United States and 97% of Ford factory sales in Europe compared with 84% for the United States and 96% for Europe a year ago.

2000 Results of Operations

      Ford Credit’s full-year 2000 financial statements include Volvo financing operations in the following regions: North America, Belgium, Britain, the Netherlands, Norway, and Switzerland. Volvo financing operations in Finland and Spain are included in second, third, and fourth quarter 2000 financial statements. Additional Volvo financing operations will be consolidated into Ford Credit’s financial results in 2001.

      Ford Credit is restructuring its operations in the United States and Canada. This involves the centralizing of collections and administrative functions, historically performed in Ford Credit’s 136 branches, into eight regional service centers. This process began in 1999 and, at year end, five of the service centers were fully operational. The remaining three service centers were expected to be fully operational by May 2001.

2000 Compared with 1999

      Ford Credit’s consolidated net income in 2000 was $1,536 million, up $275 million or 22% from 1999. Compared with 1999, the increase in full-year earnings reflects primarily improved net financing margins and a higher level of receivables, offset partially by higher credit losses and operating costs.

      Total net finance receivables and net investment in operating leases at December 31, 2000 were $161 billion, up $19 billion or 13% from a year earlier. The increase results primarily from a higher volume of installment sale receivables due in part to Ford Motor Company-sponsored special financing programs that are available exclusively through Ford Credit, a higher volume of wholesale receivables, and inclusion of Volvo financing receivables.

      Improved net financing margins reflect primarily lower depreciation expense resulting from fewer off-lease vehicles returned to Ford Credit, offset partially by an increase in borrowing costs.

      Credit losses as a percent of average net finance receivables including net investment in operating leases increased to 0.84% in 2000 compared with 0.74% in 1999. This increase is due primarily to the launch of collection activities at the regional service centers in the United States and Canada discussed above.

      Higher operating costs reflect primarily the servicing of a higher level of receivables, inclusion of operating expenses of recently acquired subsidiaries, and costs associated with the restructuring of United States and Canadian operations.

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      During 2000, Ford Credit financed 51% of all new cars and trucks sold by Ford, Lincoln, and Mercury dealers in the U.S. compared with 47% in 1999. In Europe, Ford Credit financed 32% of all new vehicles sold by Ford dealers, compared with 33% a year ago. Ford Credit’s retail financing for new and used vehicles totaled about 3.5 million in the United States and about 800,000 in Europe during 2000. Ford Credit provided wholesale financing for 84% of Ford, Lincoln, and Mercury factory sales in the United States and 96% of Ford factory sales in Europe, unchanged from 1999.

      In the fourth quarter of 2000, Ford Credit’s consolidated net income was $410 million, up $101 million or 33% from 1999 earnings of $309 million. Compared with 1999, the increase in earnings reflects primarily improved net financing margins and a higher level of receivables, offset partially by higher credit losses associated with the restructuring of operations in the United States and Canada.

Liquidity and Capital Resources

      Ford Credit relies heavily on its ability to raise substantial amounts of funds. These funds are obtained primarily by sales of commercial paper, the issuance of term debt and, in the case of Ford Credit’s European subsidiary FCE Bank plc, certificates of deposit. Funds also are provided by retained earnings and sales of receivables. The level of funds can be affected by certain transactions with Ford, such as capital contributions, interest supplements and other support costs from Ford for vehicles financed and leased by Ford Credit under Ford-sponsored special financing and leasing programs, and dividend payments, and the timing of payments for the financing of dealers’ wholesale inventories and for income taxes. Ford Credit’s ability to obtain funds is affected by its debt ratings, which are closely related to the outlook for, and financial condition of, Ford, and the nature and availability of support facilities. For additional information regarding liquidity and capital resources, see Item 1 — Business — “Business of Ford Credit — Borrowings and Other Sources of Funds” in Ford Credit’s Annual Report on Form 10-K for the year ended December 31, 2000 (the “Ford Credit 2000 10-K Report”) and see Ford Credit’s Quarterly Reports on Form 10-Q for the quarters ending March 31, 2001 and June 30, 2001. For additional information regarding Ford Credit’s association with Ford, see Item 1 — Business — “Certain Transactions with Ford and Affiliates” in the Ford Credit 2000 10-K Report.

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INFORMATION CONCERNING FORD

      Ford was incorporated in Delaware in 1919. It acquired the business of a Michigan company, also known as Ford Motor Company, incorporated in 1903 to produce and sell automobiles designed and engineered by Henry Ford. Ford is the world’s second-largest producer of cars and trucks combined. Ford and its subsidiaries also engage in other businesses, including financing and renting vehicles and equipment.

      Ford’s business is divided into two business sectors: the Automotive sector and the Financial Services sector. Ford manages these sectors as three primary operating segments described below.

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      The following table sets forth selected financial data and other data concerning Ford:

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FINANCIAL REVIEW OF FORD

Third Quarter 2001 Results of Operations

      Ford reported losses of $692 million ($0.38 per share) in the third quarter of 2001. Net income for the third quarter of 2000, including a one-time profit reduction of $106 million related to the acquisition of Land Rover, reflecting the write-up of inventory to fair value, was $888 million ($0.53 per share). Third quarter 2001 results included a non-cash charge of $199 million ($0.11 per share) for the write down of certain investments in e-commerce and automotive-related ventures. They also included a non-cash credit of $9 million ($0.01 per share) for an accounting standard on hedging and derivatives (SFAS No. 133).

      As with the third quarter of 2001, Ford expects the fourth quarter of 2001 will continue to be volatile and uncertain. Ford’s planned vehicle production for North America is 965,000 units for the fourth quarter, up from 813,000 units in the third quarter of 2001, but down 8% from a year ago. Given this, Ford expects fourth quarter 2001 results, excluding special items (each as the charge for the previously announced employee separation program), improving from the third quarter, but it will be difficult to earn an operating profit.

Automotive Operations

      Ford’s worldwide automotive operations had a loss of $1,054 million in the third quarter of 2001.

      In North America, Ford’s automotive operations lost $1,026 million in the third quarter of 2001, compared with earnings of $769 million a year ago. The decline was primarily the result of lower unit sales volume, down 171,000 units or 15 percent from last year, and significantly higher marketing costs.

      In Europe, Ford’s automotive operations lost $24 million in the third quarter of 2001, compared with a loss of $297 million in the year ago quarter. Several new Ford-brand vehicles, including the Mondeo, Transit and Maverick models, contributed to the improved results.

      In South America, Ford’s automotive operations lost $56 million in the third quarter of 2001, compared with a loss of $64 million in last year’s third quarter. Results continue to be affected by weak economic conditions in Brazil and Argentina.

      In the rest of the world, Ford’s automotive operations earned a profit of $52 million in the third quarter of 2001, compared with a loss of $17 million last year.

Financial Services

      For a discussion of Ford Credit’s results in the third quarter of 2001, see “Financial Review of Ford Credit — Third Quarter 2001 Compared with Third Quarter 2000”.

      Hertz earned $26 million in the third quarter of 2001, compared with earnings of $143 in the third quarter of 2000. The decline is attributable to lower volume after the events of September 11, as well slowing economic conditions and a reduction in business and personal travel.

Second Quarter Results of Operations

      Worldwide losses in the second quarter of 2001 were $752 million, or $0.41 per diluted share of Common and Class B Stock, compared with a loss of $577 million, or $0.47 per diluted share in the second quarter of 2000. The second quarter 2001 loss included about $2 billion for charges and lost vehicle profits related to the planned replacement of about 13 million Firestone tires on Ford vehicles (discussed in detail in the Second Quarter 10-Q under Part II, Item 5, “Other Information — Information Concerning Ford — Legal Proceedings — Ford”). Also included in 2001 results were $201 million in charges for Ford’s share of Mazda Motor Corporation’s restructuring and other actions announced in April and the new accounting standard on hedging and derivatives. The second quarter 2000 results included a loss of

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      Sales and revenues were $42.3 billion in the second quarter of 2001, down $2.2 billion from a year ago. Vehicle unit sales were 1,858,000, down 137,000 units, of which about 45,000 units were for production stoppages related to the Firestone tire replacement action.

      Results by business sector for the second quarter of 2001 and 2000 are shown below (in millions).