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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization of issuing entity)
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85-6606033
(I.R.S. Employer
Identification No. of issuing entity)
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One Verizon Way
Basking Ridge, New Jersey
(Address of principal executive offices of issuing entity)
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07920
(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Not applicable
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Not applicable
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Not applicable
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Yes
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No
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Yes
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No
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☒ |
Yes
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☐ |
No
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☒ |
Yes
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☐ |
No
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Yes
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☒ |
No
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Item 1. |
Business.
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Item 1A. |
Risk Factors.
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Item 2. |
Properties.
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Item 3. |
Legal Proceedings.
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Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk.
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Item 8. |
Financial Statements and Supplementary Data.
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Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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Item 9A. |
Controls and Procedures.
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(a) |
The following documents are filed as part of this report:
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(1) |
Not applicable.
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(2) |
Not applicable.
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(3) |
See Item 15(b) below.
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(b) |
Exhibits Required by Item 601 of Regulation S-K.
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Exhibit Number
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Description
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VERIZON ABS LLC
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(Depositor)
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Date: March 30, 2023
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By:
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/s/ Scott Krohn
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Scott Krohn
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President
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(Senior officer in charge of securitization of the depositor)
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1. |
I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Verizon Owner Trust 2020-C (the “Exchange
Act periodic reports”);
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2. |
Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic
reports;
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4. |
Based on my knowledge and the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has
fulfilled its obligations under the servicing agreement in all material respects; and
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5. |
All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for
asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this
report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
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By:
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/s/ Scott Krohn
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Scott Krohn
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President
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Verizon ABS LLC, as Depositor
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(Senior officer in charge of securitization of the depositor)
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1. |
Cellco Partnership (“Cellco”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of December 31, 2022 and for
the period from January 1, 2022 through December 31, 2022 (the “Reporting Period”), including all servicing criteria except for inapplicable servicing criteria identified in paragraph 4 below and the portions of servicing criteria covered by
a separate assessment and identified in Appendix A to this report. The transactions covered by this report include all publicly issued asset-backed securities transactions backed by device payment plan agreements for which Cellco is the
servicer (the “Platform”), as listed on Exhibit A hereto.
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2. |
Cellco has engaged vendors who are not considered servicers, as defined in Item 1101(j) of Regulation AB, to perform specific, limited or scripted activities with respect to the servicing criteria
applicable to such vendors’ activities as set forth in Appendix A to this report. Cellco has elected to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to each vendor.
Cellco has policies and procedures in place to provide reasonable assurance that the vendors’ activities comply in all material respects with the servicing criteria or portion of the servicing criteria applicable to each vendor. Cellco’s
management is solely responsible for determining that it meets the SEC requirements to apply Compliance and Disclosure Interpretation 200.06 of the U.S. Securities and Exchange Commission’s Division of Corporation Finance’s interpretations of
the rules adopted under Regulation AB and the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, for the vendors and related criteria. Cellco has not identified any material deficiency in its policies and
procedures to monitor the compliance by vendors with the servicing criteria applicable to each vendor as of December 31, 2022 and for the Reporting Period with respect to the Platform taken as a whole.
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3. |
Except as set forth in paragraph 4 below, Cellco used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria as of
December 31, 2022 and for the Reporting Period.
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4. |
The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicable to Cellco based on the activities it performs with respect to the Platform.
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5. |
Cellco has complied in all material respects with the applicable servicing criteria as of December 31, 2022 and for the Reporting Period with respect to the Platform taken as a whole.
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6. |
Cellco has not identified and is not aware of any material instance of noncompliance by the vendors with the servicing criteria applicable to each vendor for the Reporting Period with respect to the
Platform.
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7. |
Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on Cellco’s assessment of compliance with the applicable servicing criteria as of December
31, 2022 and for the Reporting Period.
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March 30, 2023
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CELLCO PARTNERSHIP
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By:
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/s/ Kee Chan Sin
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Kee Chan Sin
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Vice President and Assistant Treasurer
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Cellco Partnership, as Servicer
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SERVICING CRITERIA
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APPLICABLE SERVICING CRITERIA
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INAPPLICABLE SERVICING CRITERIA
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Reference
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Criteria
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Performed Directly by Asserting Party
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Performed by Vendor(s) for Which Asserting Party is the Responsible Party
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General Servicing Considerations
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1122(d)(1)(i)
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Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
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X
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1122(d)(1)(ii)
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If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and
compliance with such servicing activities.
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X
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1122(d)(1)(iii)
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Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
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X
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1122(d)(1)(iv)
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A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the
amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
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X
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1122(d)(1)(v)
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Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
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X
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Cash Collection and Administration
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1122(d)(2)(i)
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Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of
receipt, or such other number of days specified in the transaction agreements.
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X
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X
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1122(d)(2)(ii)
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Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
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X1
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1122(d)(2)(iii)
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Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction agreements.
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X
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1122(d)(2)(iv)
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The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained
(e.g., with respect to commingling of cash) as set forth in the transaction agreements.
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X
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1122(d)(2)(v)
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Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this
criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
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X
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SERVICING CRITERIA
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APPLICABLE SERVICING CRITERIA
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INAPPLICABLE SERVICING CRITERIA
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Reference
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Criteria
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Performed Directly by Asserting Party
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Performed by Vendor(s) for Which Asserting Party is the Responsible Party
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1122(d)(2)(vi)
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Unissued checks are safeguarded so as to prevent unauthorized access.
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X
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1122(d)(2)(vii)
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Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank
clearing accounts. These reconciliations: (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed
and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other
number of days specified in the transaction agreements.
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X
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Investor Remittances and Reporting
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1122(d)(3)(i)
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Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.
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X
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1122(d)(3)(ii)
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Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction
agreements.
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X2
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1122(d)(3)(iii)
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Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the
transaction agreements.
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X1
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1122(d)(3)(iv)
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Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
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X1
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SERVICING CRITERIA
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APPLICABLE SERVICING CRITERIA
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INAPPLICABLE SERVICING CRITERIA
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Reference
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Criteria
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Performed Directly by Asserting Party
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Performed by Vendor(s) for Which Asserting Party is the Responsible Party
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Pool Asset Administration
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1122(d)(4)(i)
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Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
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X
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1122(d)(4)(ii)
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Pool assets and related documents are safeguarded as required by the transaction agreements.
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X
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1122(d)(4)(iii)
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Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the
transaction agreements.
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X
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1122(d)(4)(iv)
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Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor
records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool
asset documents.
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X
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1122(d)(4)(v)
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The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.
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X
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1122(d)(4)(vi)
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Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized
personnel in accordance with the transaction agreements and related pool asset documents.
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X
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1122(d)(4)(vii)
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Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable)
are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
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X
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X
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1122(d)(4)(viii)
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Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such
records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and
payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
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X
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SERVICING CRITERIA
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APPLICABLE SERVICING CRITERIA
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INAPPLICABLE SERVICING CRITERIA
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||
Reference
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Criteria
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Performed Directly by Asserting Party
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Performed by Vendor(s) for Which Asserting Party is the Responsible Party
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1122(d)(4)(ix)
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Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related receivables documents.
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X
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||
1122(d)(4)(x)
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Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool assets
documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such
funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.
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X
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||
1122(d)(4)(xi)
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Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
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X
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1122(d)(4)(xii)
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Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or omission.
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X
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1122(d)(4)(xiii)
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Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of
days specified in the transaction agreements.
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X
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1122(d)(4)(xiv)
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Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
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X
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1122(d)(4)(xv)
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Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the
transaction agreements.
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X
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1 |
Solely as it relates to remittance to U.S. Bank National Association or U.S. Bank Trust Company, National Association, as indenture trustee.
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2 |
Solely as it relates to allocation and remittance to U.S. Bank National Association or U.S. Bank Trust Company, National Association, as indenture trustee.
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1. |
U.S. Bank is responsible for assessing its compliance with the servicing criteria applicable to it as noted on the accompanying Exhibit A;
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2. |
Except as set forth in paragraph 3 below, U.S. Bank used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess its compliance with the applicable servicing criteria;
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3. |
The criteria listed in the column titled “Inapplicable Servicing Criteria” on Exhibit A hereto are inapplicable to U.S. Bank based on the servicing activities it performs directly with respect to the
Platform;
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4. |
U.S. Bank has complied, in all material respects, with the applicable servicing criteria as of and for the year ended December 31, 2022; and
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5. |
Ernst & Young, LLP, a registered public accounting firm, has issued an attestation report on U.S. Bank’s assessment of compliance with the applicable servicing criteria as of and for the year
ended December 31, 2022.
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Reference
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Servicing Criteria
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Applicable Servicing Criteria
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Inapplicable Servicing Criteria
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General Servicing Considerations
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1122(d)(1)(i)
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Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
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X
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1122(d)(1)(ii)
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If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
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X2
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1122(d)(1)(iii)
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Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained.
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X
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1122(d)(1)(iv)
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A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise
in accordance with the terms of the transaction agreements.
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X
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1122(d)(1)(v)
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Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
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X3
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Cash Collection and Administration
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|||
1122(d)(2)(i)
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Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days
specified in the transaction agreements.
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X
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1122(d)(2)(ii)
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Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
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X
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1122(d)(2)(iii)
|
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the
transaction agreements.
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X4
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1122(d)(2)(iv)
|
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of
cash) as set forth in the transaction agreements.
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X
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|
1122(d)(2)(v)
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Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
|
X
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1122(d)(2)(vi)
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Unissued checks are safeguarded so as to prevent unauthorized access.
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X
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Reference
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Servicing Criteria
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Applicable Servicing Criteria
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Inapplicable Servicing Criteria
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1122(d)(2)(vii)
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Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A)
mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared
the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
|
X
|
|
Investor Remittances and Reporting
|
|||
1122(d)(3)(i)
|
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports
(A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission
as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer.
|
X
|
|
1122(d)(3)(ii)
|
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
|
X
|
|
1122(d)(3)(iii)
|
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
|
X
|
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1122(d)(3)(iv)
|
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
X
|
|
Pool Asset Administration
|
|||
1122(d)(4)(i)
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Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
|
X
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1122(d)(4)(ii)
|
Pool assets and related documents are safeguarded as required by the transaction agreements.
|
X
|
|
1122(d)(4)(iii)
|
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after
receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
|
X
|
|
1122(d)(4)(v)
|
The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
|
X
|
Reference
|
Servicing Criteria
|
Applicable Servicing Criteria
|
Inapplicable Servicing Criteria
|
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the
transaction agreements and related pool asset documents.
|
X
|
|
1122(d)(4)(vii)
|
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in
accordance with the timeframes or other requirements established by the transaction agreements.
|
X
|
|
1122(d)(4)(viii)
|
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly
basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).
|
X
|
|
1122(d)(4)(ix)
|
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
|
X
|
|
1122(d)(4)(x)
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such
other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30
calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xi)
|
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xii)
|
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the
obligor’s error or omission.
|
X
|
|
1122(d)(4)(xiii)
|
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xiv)
|
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
|
X
|
|
1122(d)(4)(xv)
|
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
|
X
|
By:
|
/s/ Kee Chan Sin
|
|
Kee Chan Sin
|
||
Vice President and Assistant Treasurer
|
||
Cellco Partnership, as Servicer of Verizon
|
||
Owner Trust 2020-C
|