##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: December 31, 2008
 OR
 o
    
    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 of issuing entity: 333-143316-04
Commission File Number of depositor: 333-143316
 Ford Credit Auto Owner Trust 2008-B
 
  Ford Credit Auto Receivables Two LLC
 
 Ford Motor Credit Company LLC
 
 Delaware
    
    22-6995253(State or Other Jurisdiction of Incorporation of issuing entity)
    
    (I.R.S. Employer Identification No. of issuing entity)
 c/o U.S. Bank Trust National Association 
300 Delaware Ave., 9th Floor 
Wilmington, Delaware
    
    19801(Address of Principal Executive Offices of issuing entity)
    
    (Zip Code)
 
   o þ
 o þ
 þ o
 þ
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ(Do not check if a smaller reporting company)
Smaller reporting company o o þ




---



TABLE OF CONTENTS  PART IItem 1B. Unresolved Staff Comments.Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, except for Certain Derivatives Instruments (Financial Information).Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).Item 1117 of Regulation AB. Legal Proceedings.PART IIItem 9B. Other Information.PART IIIItem 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.Item 1123 of Regulation AB. Servicing Compliance Statement.PART IVSIGNATURESEX-31.1 Certification of Ford Credit pursuant to Section 302 of the Sarbanes-Oxley Act of 2002EX-33.1 Report on Assessment of Compliance with Servicing Criteria for Ford CreditEX-33.2 Report on Assessment of Compliance with Servicing Criteria for The Bank of New York Mellon (formerly The Bank of New York)EX-34.1 Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to The Bank of New York Mellon (formerly The Bnak of New York)EX-34.2 Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to The Bank of New York Mellon (formerly The Bank of New York)EX-35.1 Servicer Compliance Statement of Ford Credit    Table of Contents  
 PART I
 The following Items have been omitted in accordance with General Instruction J to Form 10-K:
 Item 1.
    
    BusinessItem 1A.
    
    Risk FactorsItem 2.
    
    PropertiesItem 3.
    
    Legal ProceedingsItem 4.
    
    Submission of Matters to a Vote of Security Holders
 
 Item 1B. Unresolved Staff Comments.
  Substitute information provided in accordance with General Instruction J to Form 10-K:
 
 Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
  
 Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, except for Certain
Derivatives Instruments (Financial Information).
  
 Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
  
 Item 1117 of Regulation AB. Legal Proceedings.
  
 PART II
 The following Items have been omitted in accordance with General Instruction J to Form 10-K:
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6.
    
    Selected Financial DataItem 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.
    
    Quantitative and Qualitative Disclosures About Market RiskItem 8.
    
    Financial Statements and Supplementary DataItem 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A.
    
    Controls and Procedures
 
 Item 9B. Other Information.




---



##### Table of Contents



PART III
 The following Items have been omitted in accordance with General Instruction J to Form 10-K:
 Item 10.
    
    Directors, Executive Officers and Corporate Governance.Item 11.
    
    Executive Compensation.Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13.
    
    Certain Relationships and Related Transactions, and Director IndependenceItem 14.
    
    Principal Accountant Fees and Services
 Substitute information provided in accordance with General Instruction J to Form 10-K:
 
 Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
  
 Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
    
 Item 1123 of Regulation AB. Servicing Compliance Statement.
  2




---



##### Table of Contents



PART IV
 Item 15. Exhibits and Financial Statement and Schedules.
 (a)
    
    List of Documents Filed as Part of this Report
 (1)
    
    Not applicable.(2)
    
    Not applicable.(3)
    
    See Item 15(b) below.
 (b)
    
    Exhibits Required by Item 601 of Regulation S-K
 ExhibitNumber
    
    Description3.1
    
    Amended Certificate of Formation of Ford Credit Auto Receivables Two LLC (FCAR Two)
(included in Exhibit 3.1 to the Registration Statement No. 333-131003, as filed with
the Securities and Exchange Commission (the Commission) on January 12, 2006, which
is incorporated herein by reference).3.2
    
    Amended and Restated Limited Liability Company Agreement of FCAR Two (included in
Exhibit 3.2 to the Registration Statement No. 333-131003, as filed with the Commission
on January 12, 2006 which is incorporated herein by reference).4.1
    
    Indenture, dated as of April 1, 2008, between Ford Credit Auto Owner Trust 2008-B (the
Trust) and The Bank of New York, as indenture trustee (included in Exhibit 4.1 to the
Trusts Form 8-K, as filed with the Commission on April 28, 2008, which is
incorporated herein by reference).4.2
    
    Second Amended and Restated Trust Agreement, dated as of April 1, 2008, between FCAR
Two and U.S. Bank Trust National Association, as owner trustee (included in Exhibit
4.2 to the Trusts Form 8-K, as filed with the Commission on April 28, 2008, which is
incorporated herein by reference).10.1
    
    ISDA Master Agreement and Schedule, each dated as of April 15, 2008, between the Trust
and Deutsche Bank AG, New York Branch (included in Exhibit 10.1 to the Trusts Form
8-K, as filed with the Commission on April 28, 2008, which is incorporated herein by
reference).10.2
    
    ISDA Credit Support Annex, dated as of April 15, 2008, between the Trust and Deutsche
Bank AG, New York Branch (included in Exhibit 10.2 to the Trusts Form 8-K, as filed
with the Commission on April 28, 2008, which is incorporated herein by reference).10.3
    
    ISDA Confirm, dated as of April 15, 2008, between the Trust and Deutsche Bank AG, New
York Branch, with respect to Class A-2 Notes (included in Exhibit 10.3 to the Trusts
Form 8-K, as filed with the Commission on April 28, 2008, which is incorporated herein
by reference).10.4
    
    ISDA Confirm, dated as of April 15, 2008, between the Trust and Deutsche Bank AG, New
York Branch, with respect to Class A-3b Notes (included in Exhibit 10.4 to the
Trusts Form 8-K, as filed with the Commission on April 28, 2008, which is
incorporated herein by reference).10.5
    
    ISDA Confirm, dated as of April 15, 2008, between the Trust and Deutsche Bank AG, New
York Branch, with respect to Class A-4b Notes (included in Exhibit 10.5 to the
Trusts Form 8-K, as filed with the Commission on April 28, 2008, which is
incorporated herein by reference).31.1
    
    Certification of Ford Credit pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 3




---



##### Table of Contents



ExhibitNumber
    
    Description33.1
    
    Report on Assessment of Compliance with Servicing Criteria for Ford Credit33.2
    
    Report on Assessment of Compliance with Servicing Criteria for The Bank of New York
Mellon (formerly The Bank of New York).34.1
    
    Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with
Servicing Criteria relating to Ford Credit.34.2
    
    Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria
relating to The Bank of New York Mellon (formerly The Bank of New York).35.1
    
    Servicer Compliance Statement of Ford Credit.99.1
    
    Sale and Servicing Agreement, dated as of April 1, 2008, among Ford Credit, as
Servicer, FCAR Two and the Trust (included in Exhibit 99.1 to the Trusts Form 8-K, as
filed with the Commission on April 28, 2008, which is incorporated herein by
reference).99.2
    
    Purchase Agreement, dated as of April 1, 2008, between Ford Credit and FCAR Two
(included in Exhibit 99.2 to the Trusts Form 8-K, as filed with the Commission on
April 28, 2008, which is incorporated herein by reference).99.3
    
    Administration Agreement, dated as of April 1, 2008, among Ford Credit, The Bank of
New York and the Trust (included in Exhibit 99.3 to the Trusts Form 8-K, as filed
with the Commission on April 28, 2008, which is incorporated herein by reference).99.4
    
    Account Control Agreement, dated as of April 1, 2008, between The Bank of New York and
the Trust (included in Exhibit 99.4 to the Trusts Form 8-K, as filed with the
Commission on April 28, 2008, which is incorporated herein by reference).
 (c)
    
    Not applicable.
 SUPPLEMENTAL INFORMATION TO BE FURNISHED
WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF
THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
  4




---



##### Table of Contents



SIGNATURES
  Ford Credit Auto Owner Trust 2008-B
(Issuing entity)By:
    Ford Motor Credit Company LLC(Servicer)By:
    /s/ David M. BrandiDavid M. BrandiVice President and Assistant Treasurer
(senior officer of Servicer in charge
of servicing function)  5




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    Amended Certificate of Formation of Ford Credit Auto Receivables Two LLC (FCAR Two)
(included in Exhibit 3.1 to the Registration Statement No. 333-131003, as filed with
the Securities and Exchange Commission (the Commission) on January 12, 2006, which
is incorporated herein by reference).3.2
    
    Amended and Restated Limited Liability Company Agreement of FCAR Two (included in
Exhibit 3.2 to the Registration Statement No. 333-131003, as filed with the Commission
on January 12, 2006 which is incorporated herein by reference).4.1
    
    Indenture, dated as of April 1, 2008, between Ford Credit Auto Owner Trust 2008-B (the
Trust) and The Bank of New York, as indenture trustee (included in Exhibit 4.1 to the
Trusts Form 8-K, as filed with the Commission on April 28, 2008, which is
incorporated herein by reference).4.2
    
    Second Amended and Restated Trust Agreement, dated as of April 1, 2008, between FCAR
Two and U.S. Bank Trust National Association, as owner trustee (included in Exhibit
4.2 to the Trusts Form 8-K, as filed with the Commission on April 28, 2008, which is
incorporated herein by reference).10.1
    
    ISDA Master Agreement and Schedule, each dated as of April 15, 2008, between the Trust
and Deutsche Bank AG, New York Branch (included in Exhibit 10.1 to the Trusts Form
8-K, as filed with the Commission on April 28, 2008, which is incorporated herein by
reference).10.2
    
    ISDA Credit Support Annex, dated as of April 15, 2008, between the Trust and Deutsche
Bank AG, New York Branch (included in Exhibit 10.2 to the Trusts Form 8-K, as filed
with the Commission on April 28, 2008, which is incorporated herein by reference).10.3
    
    ISDA Confirm, dated as of April 15, 2008, between the Trust and Deutsche Bank AG, New
York Branch, with respect to Class A-2 Notes (included in Exhibit 10.3 to the Trusts
Form 8-K, as filed with the Commission on April 28, 2008, which is incorporated herein
by reference).10.4
    
    ISDA Confirm, dated as of April 15, 2008, between the Trust and Deutsche Bank AG, New
York Branch, with respect to Class A-3b Notes (included in Exhibit 10.4 to the
Trusts Form 8-K, as filed with the Commission on April 28, 2008, which is
incorporated herein by reference).10.5
    
    ISDA Confirm, dated as of April 15, 2008, between the Trust and Deutsche Bank AG, New
York Branch, with respect to Class A-4b Notes (included in Exhibit 10.5 to the
Trusts Form 8-K, as filed with the Commission on April 28, 2008, which is
incorporated herein by reference).31.1
    
    Certification of Ford Credit pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.33.1
    
    Report on Assessment of Compliance with Servicing Criteria for Ford Credit.33.2
    
    Report on Assessment of Compliance with Servicing Criteria for The Bank of New York
Mellon (formerly The Bank of New York).34.1
    
    Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with
Servicing Criteria relating to Ford Credit.34.2
    
    Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria
relating to The Bank of New York Mellon (formerly The Bank of New York).35.1
    
    Servicer Compliance Statement of Ford Credit.99.1
    
    Sale and Servicing Agreement, dated as of April 1, 2008, among Ford Credit, as
Servicer, FCAR Two and the Trust (included in Exhibit 99.1 to the Trusts Form 8-K, as
filed with the Commission on April 28, 2008, which is incorporated herein by
reference).99.2
    
    Purchase Agreement, dated as of April 1, 2008, between Ford Credit and FCAR Two
(included in Exhibit 99.2 to the Trusts Form 8-K, as filed with the Commission on
April 28, 2008, which is incorporated herein by reference).99.3
    
    Administration Agreement, dated as of April 1, 2008, among Ford Credit, The Bank of
New York and the Trust (included in Exhibit 99.3 to the Trusts Form 8-K, as filed
with the Commission on April 28, 2008, which is incorporated herein by reference).99.4
    
    Account Control Agreement, dated as of April 1, 2008, between The Bank of New York and
the Trust (included in Exhibit 99.4 to the Trusts Form 8-K, as filed with the
Commission on April 28, 2008, which is incorporated herein by reference).
 6