Verizon ABS LLC
Depositor
(CIK Number: 0001737286)
|
Cellco Partnership d/b/a
Verizon Wireless
Sponsor and Servicer
(CIK Number: 0001175215)
|
Before you purchase any notes, be sure you understand the structure and the risks. You should review carefully the risk factors beginning on page 31 of this prospectus.
The notes will be obligations of the issuing entity only and will not be obligations of or interests in the sponsor, the originators, the master trust, the servicer, the depositor, the parent support provider, the marketing agent or any of their respective affiliates. The issuing entity will also issue certificates, which represent the equity interest in the issuing entity. The certificates are not offered by this prospectus and will be retained by the depositor and by Verizon DPPA True-up Trust.
|
The trust will issue
|
Initial Note Balance
|
Interest Rate
|
Accrual Method
|
Final
Maturity Date |
||||
Class A-1a notes
|
$1,226,000,000
|
3.23%
|
30/360
|
April 20, 2023
|
||||
Class A-1b notes
|
$200,000,000
|
One-month LIBOR + 0.24%(1)
|
Actual/360
|
April 20, 2023
|
||||
Class B notes
|
$98,000,000
|
3.38%
|
30/360
|
April 20, 2023
|
||||
Class C notes
|
$76,000,000
|
3.55%
|
30/360
|
April 20, 2023
|
||||
Total
|
$1,600,000,000
|
|||||||
Initial Public Offering Price
|
Underwriting Discounts and Commissions
|
Proceeds to Depositor(2)
|
||||||
Class A-1a notes
|
$1,225,980,874.40
|
0.250%
|
$1,222,915,874.40
|
|||||
Class A-1b notes
|
$200,000,000.00
|
0.250%
|
$199,500,000.00
|
|||||
Class B notes
|
$97,975,117.80
|
0.350%
|
$97,632,117.80
|
|||||
Class C notes
|
$75,986,228.80
|
0.450%
|
$75,644,228.80
|
|||||
Total
|
$1,599,942,221.00
|
$1,595,692,221.00
|
· |
The notes will be backed by a revolving pool of device payment plan agreements originated by Cellco Partnership d/b/a Verizon Wireless and certain other affiliates of Verizon Communications Inc.
|
· |
The trust will pay interest on the notes on the 20th day of each month (or if not a business day, the next business day). The first payment date will be December 20, 2018.
|
· |
No principal will be paid on the notes before the amortization period begins. The notes will be subject to optional redemption with a make-whole payment on any payment date on and after the payment date in November 2019. See “Description of the Notes—Optional Redemption.” Make-whole payments may also be paid on the notes after the notes have been paid in full following the occurrence of certain amortization events. See “Description of the Notes—Make-Whole Payments.”
|
· |
The credit and payment enhancement for the notes will consist of a negative carry account, a reserve account, an interest rate cap agreement, subordination of the Class B and Class C notes, overcollateralization and the yield supplement overcollateralization amount.
|
JOINT BOOKRUNNERS
|
BofA Merrill Lynch
(sole structurer)
|
Barclays
|
Citigroup
|
TD Securities
|
Co-Managers
|
|||
BNP Paribas
|
Mizuho Securities
|
MUFG
|
Important Notice About Information in this Prospectus
|
5
|
Reading this Prospectus
|
5
|
Forward-Looking Statements
|
6
|
Copies of the Documents
|
6
|
Note Legend
|
6
|
Notice to Residents of the United Kingdom
|
7
|
Notice to Residents of the European Economic Area
|
7
|
Transaction Structure Diagram
|
8
|
Transaction Credit and Payment Enhancement Diagram
|
9
|
Transaction Parties and Documents Diagram
|
10
|
Transaction Payments Diagram
|
11
|
Summary
|
12
|
Risk Factors
|
31
|
Transaction Parties
|
58
|
Trust
|
58
|
Capitalization of the Trust
|
59
|
Depositor
|
60
|
Owner Trustee
|
60
|
Indenture Trustee
|
61
|
Asset Representations Reviewer
|
65
|
General
|
65
|
Fees and Expenses
|
66
|
Resignation and Removal
|
66
|
Indemnity and Liability
|
66
|
The Cap Counterparty
|
67
|
Sponsor, Servicer, Custodian, Marketing Agent and Administrator
|
67
|
General
|
67
|
Sponsor
|
67
|
Servicer, Custodian, Marketing Agent and Administrator
|
68
|
U.S. Credit Risk Retention
|
69
|
The Parent Support Provider
|
70
|
The Originators
|
71
|
The Master Trust
|
72
|
Origination and Description of Device Payment Plan Agreement Receivables
|
72
|
Wireless Devices and Wireless Device Marketing and Sales
|
72
|
Wireless Device Payment Plan Agreements
|
73
|
Insurance on Wireless Devices
|
74
|
Underwriting Criteria
|
74
|
Upgrade Offers
|
76
|
Account Credits
|
76
|
Transfer of Service
|
77
|
Origination Characteristics
|
77
|
Servicing the Receivables and the Securitization Transaction
|
79
|
General
|
79
|
Servicing Duties
|
79
|
Collections and Other Servicing Procedures
|
80
|
Delinquency and Write-Off Experience
|
81
|
Servicing Fees
|
83
|
Servicer Modifications and Obligation to Acquire Receivables
|
83
|
Trust Bank Accounts
|
84
|
Deposit of Collections
|
84
|
Custodial Obligations of Cellco
|
85
|
Servicing Obligations of Cellco
|
85
|
Limitations on Liability
|
86
|
Amendments to Transfer and Servicing Agreement
|
86
|
Resignation and Termination of Servicer
|
87
|
Notice Obligations of Cellco
|
88
|
Receivables
|
88
|
Receivables and Other Trust Assets
|
88
|
Description of the Receivables
|
89
|
Criteria for Selecting the Receivables
|
90
|
Composition of the Initial Receivables
|
91
|
Additional Receivables
|
95
|
Pool Composition and Credit Enhancement Tests
|
96
|
Representations About the Receivables
|
97
|
Asset Representations Review
|
98
|
Delinquency Trigger
|
101
|
Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments
|
101
|
Dispute Resolution
|
103
|
Review of Receivables
|
104
|
Static Pool Information
|
106
|
Description of the Notes
|
106
|
Available Funds
|
106
|
Payments of Interest
|
108
|
Payments of Principal
|
109
|
Revolving Period
|
111
|
Amortization Period
|
111
|
Optional Acquisition of Receivables; Clean-up Redemption of the Notes
|
112
|
Optional Redemption of the Notes
|
112
|
Make-Whole Payments
|
113
|
Final Maturity Dates
|
114
|
Expected Final Maturity Dates
|
114
|
Priority of Payments
|
114
|
Post-Acceleration Priority of Payments
|
118
|
Events of Default
|
118
|
Notes Owned by Transaction Parties
|
121
|
List of Noteholders
|
121
|
Noteholder Communications
|
121
|
Satisfaction and Discharge of Indenture
|
122
|
Amendments to Indenture
|
122
|
Equity Interest; Issuance of Additional Securities
|
123
|
Book-Entry Registration
|
123
|
Definitive Securities
|
125
|
Computing the Outstanding Note Balance of the Notes
|
126
|
Credit and Payment Enhancement
|
126
|
Negative Carry Account
|
126
|
Reserve Account
|
127
|
Subordination
|
127
|
Overcollateralization
|
128
|
Yield Supplement Overcollateralization Amount
|
130
|
The Cap Agreement
|
130
|
Modifications and Amendment of the Cap Agreement
|
131
|
Defaults Under the Cap Agreement
|
131
|
Termination Date
|
132
|
Early Termination of the Cap Agreement
|
132
|
Credit Risk Retention
|
132
|
EU Risk Retention
|
135
|
EU Risk Retention and Due Diligence Requirements
|
135
|
EU Retention Holders
|
137
|
Undertaking of EU Retention Holders
|
137
|
Maturity And Prepayment Considerations
|
138
|
General
|
138
|
Weighted Average Life
|
138
|
Some Important Legal Considerations
|
146
|
Matters Relating to Bankruptcy
|
146
|
Security Interests in Receivables
|
151
|
Realization on the Receivables
|
151
|
Use of Proceeds
|
153
|
Transaction Fees and Expenses
|
153
|
Fees and Expenses for the Notes
|
153
|
Monthly Investor Reports
|
154
|
Annual Compliance Reports
|
156
|
Tax Consequences
|
156
|
Tax Characterization of the Trust
|
157
|
Tax Consequences to Owners of the Notes
|
157
|
Material State Tax Consequences
|
162
|
Certain Considerations for ERISA and Other Benefit Plans
|
162
|
General Investment Considerations for Fiduciaries Investing Plan Assets
|
162
|
Prohibited Transactions
|
163
|
Benefit Plans Not Subject to ERISA or the Code
|
164
|
Additional Considerations
|
164
|
Affiliations and Relationships and Related Transactions
|
165
|
Where You Can Find More Information About Your Notes
|
165
|
The Trust
|
165
|
The Depositor
|
165
|
Static Pool Data
|
166
|
Legal Proceedings
|
166
|
Underwriting
|
167
|
Legal Opinions
|
169
|
Available Information
|
169
|
Index of Defined Terms in this Prospectus
|
170
|
Schedule I: Cap Notional Amount Schedule
|
S‑I-1
|
Annex A: Static Pool Data—Vintage Pools
|
A‑1
|
Annex B: Static Pool Data—Prior Securitized Pools
|
B‑1
|
· |
Transaction Structure Diagram – illustrates the structure of this securitization transaction and the credit and payment enhancement available for the notes,
|
· |
Transaction Credit and Payment Enhancement Diagram – illustrates the credit and payment enhancement available for the notes on the closing date and how credit and payment enhancement is used to absorb losses on the receivables,
|
· |
Transaction Parties and Documents Diagram – illustrates the role of each transaction party and the obligations that are governed by each transaction document relating to the notes,
|
· |
Transaction Payments Diagram – illustrates how available funds will be paid on each payment date,
|
· |
Summary – describes the transaction parties, the main terms of the issuance of and payments on the notes, the assets of the trust, the cash flows in this securitization transaction and the credit and payment enhancement available for the notes, and
|
· |
Risk Factors – describes the most significant risks of investing in the notes.
|
(1) |
The certificates will initially be held by the depositor and Verizon DPPA True-up Trust, as nominee of the originators and equityholder of Verizon DPPA Master Trust, another Delaware statutory trust similar to the trust, which is beneficially owned by the originators. The certificates represent the right to all funds not needed to make required payments on the notes, pay fees, expenses and indemnities of the trust or make deposits into the reserve account, the acquisition account or the negative carry account.
|
(2) |
On the closing date, the reserve account will be fully funded by the depositor with an amount equal to $17,877,097.75 (which is expected to be approximately 1% of the adjusted pool balance as of the initial cutoff date). The “adjusted pool balance” is the pool balance reduced by the yield supplement overcollateralization amount. The “pool balance” is the aggregate principal balance of the receivables, other than any temporarily excluded receivables.
|
(3) |
The acquisition account will be funded by the depositor on the closing date to the extent, if necessary, to satisfy the overcollateralization target amount on the closing date. Amounts on deposit in the acquisition account may be used periodically by the trust during the revolving period to acquire additional receivables from the depositor who will acquire them from the originators or Verizon DPPA Master Trust. It is expected that any funds deposited into the acquisition account on the closing date will be completely utilized on the first payment date.
|
(4) |
If the depositor funds the acquisition account on the closing date, it will also make a corresponding deposit into the negative carry account in an amount equal to the required negative carry amount for the amount on deposit in the acquisition account, which will be calculated as set forth under “Summary—Credit and Payment Enhancement—Negative Carry Account.” Thereafter, the negative carry account will be funded by the trust from available funds on each payment date during the revolving period on which amounts are on deposit in the acquisition account, in an amount equal to the required negative carry amount as described under “Summary—Credit and Payment Enhancement—Negative Carry Account.”
|
(5) |
All notes other than the Class C notes benefit from subordination of more junior classes to more senior classes. The order of subordination varies depending on whether interest or principal is being paid and whether an event of default that results in acceleration has occurred. For more details about subordination, you should read “Description of the Notes—Priority of Payments,” “—Post-Acceleration Priority of Payments” and “Credit and Payment Enhancement—Subordination.”
|
(6) |
Overcollateralization is the amount by which, on any date of determination (x) the sum of (i) the adjusted pool balance as of the last day of the related collection period and (ii) the amount on deposit in the acquisition account after giving effect to the acquisition of receivables on that date exceeds (y) the aggregate note balance. The initial amount of overcollateralization for the notes on the closing date (inclusive of any deposit into the acquisition account on the closing date) will be approximately 10.50% of the adjusted pool balance as of the initial cutoff date, and thereafter, the overcollateralization target amount will be calculated as described under “Summary—Credit and Payment Enhancement—Overcollateralization.”
|
(7) |
The yield supplement overcollateralization amount is calculated as described under “Summary—Credit and Payment Enhancement—Yield Supplement Overcollateralization Amount.” A portion of the yield supplement overcollateralization amount may be a source of funds to absorb losses on the receivables and to maintain overcollateralization.
|
(8) |
The Class A-1b notes bear interest based on the one-month London Interbank Offered Rate (“LIBOR”) as described under “Description of the Notes—Payments of Interest.” Although the initial receivables are non-interest bearing and the additional receivables may also be non-interest bearing, the receivables are discounted at a fixed rate, thereby creating basis risk between the receivables and the floating rate Class A-1b notes. To mitigate this basis risk and the impact of fluctuations in one-month LIBOR, the trust will enter into an interest rate cap agreement on the terms described under “The Cap Agreement.”
|
(1) |
The Class A notes consist of the Class A-1a and Class A-1b notes, which notes rank pari passu. All notes other than the Class C notes benefit from subordination of more junior classes to more senior classes. The order of the subordination varies depending on whether interest or principal is being paid and whether an event of default that results in acceleration has occurred. For more details about subordination, you should read “Description of the Notes—Priority of Payments,” “—Post-Acceleration Priority of Payments” and “Credit and Payment Enhancement—Subordination.”
|
(2) |
On the closing date, the reserve account will be fully funded by the depositor with an amount equal to $17,877,097.75 (which is expected to be approximately 1% of the adjusted pool balance as of the initial cutoff date).
|
(3) |
Overcollateralization is the amount by which, on any date of determination (x) the sum of (i) the adjusted pool balance as of the last day of the related collection period and (ii) the amount on deposit in the acquisition account after giving effect to the acquisition of receivables on that date exceeds (y) the aggregate note balance. The initial amount of overcollateralization for the notes on the closing date (inclusive of any deposit into the acquisition account on the closing date) will be approximately 10.50% of the adjusted pool balance as of the initial cutoff date, and thereafter, the overcollateralization target amount will be calculated as described under “Summary—Credit and Payment Enhancement—Overcollateralization.”
|
(4) |
Excess spread is the portion of the yield supplement overcollateralization amount that provides a source of funds to absorb losses on the receivables and to maintain overcollateralization.
|
Initial Note Balance
|
Interest Rate
|
||
Class A-1a notes
|
$1,226,000,000
|
3.23%
|
|
Class A-1b notes
|
$200,000,000
|
one-month LIBOR + 0.24%
|
|
Class B notes
|
$98,000,000
|
3.38%
|
|
Class C notes
|
$76,000,000
|
3.55%
|
· |
the receivables and collections on the receivables received after the end of the calendar day on the applicable cutoff date (other than net recoveries on written-off receivables (including any proceeds from the sale of a
|
wireless device securing a device payment plan agreement), which will be retained by the servicer as a supplemental servicing fee, and collections on temporarily excluded receivables),
|
· |
rights to funds in the reserve account, collection account, acquisition account and negative carry account,
|
· |
rights to payments received under the interest rate cap agreement,
|
· |
rights of the trust under the transfer and servicing agreement, the receivables transfer agreements and the other transaction documents,
|
· |
rights to funds from (i) the reacquisition by originators of receivables that, as of the applicable cutoff date, are not eligible receivables, (ii) the acquisition by the servicer of receivables that breach certain covenants or that were transferred by the master trust and, as of the applicable cutoff date, are not eligible receivables, (iii) the acquisition by the marketing agent or an originator of receivables that are subject to certain transfers, (iv) credit payments and upgrade prepayments made by the marketing agent or an originator, and (v) any amounts remitted by the parent support provider under the parent support agreement, and
|
· |
all proceeds of the above.
|
|
Number of receivables
|
3,425,673
|
Aggregate principal balance
|
$1,926,312,751.06
|
Average principal balance
|
$562.32
|
Average monthly payment
|
$30.69
|
Weighted average remaining installments (in months)(1)
|
19
|
Weighted average FICO® Score(1)(2)(3)
|
711
|
Percentage of receivables with obligors without a FICO® Score(3)
|
4.23%
|
Geographic concentration (Top 3 States)(4)
|
|
California
|
10.92%
|
New York
|
6.03%
|
Florida
|
5.59%
|
Weighted average customer tenure (in months)(1)(5)
|
96
|
Percentage of receivables with obligors with smartphones
|
97.41%
|
Percentage of receivables with obligors with basic phones, tablets or watches
|
2.59%
|
(1) |
Weighted averages are weighted by the aggregate principal balance of the initial receivables as of the initial cutoff date.
|
(2) |
Excludes receivables that have obligors who did not have FICO® Scores because they are individuals with minimal or no recent credit history.
|
(3) |
This FICO® Score reflects the FICO® Score 8 of the related obligor. The FICO® Score is calculated with respect to each obligor on or about the date on which such receivable was originated.
|
(4) |
Based on the billing addresses of the obligors.
|
(5) |
For a complete description of the calculation of customer tenure included in this summary, see “Origination and Description of Device Payment Plan Agreement Receivables—Origination Characteristics.”
|
· |
the weighted average FICO® Score of the obligors with respect to the receivables is at least 685 (excluding receivables with obligors for whom FICO® Scores are not available),
|
· |
receivables with obligors for whom FICO® Scores are not available represent no more than 5.00% of the pool balance,
|
· |
receivables with obligors that have less than 12 months of customer tenure with Verizon Wireless represent no more than 28.00% of the pool balance,
|
· |
receivables with obligors that have 7 months or more, but less than 24 months of customer tenure with Verizon Wireless represent no more than 15.00% of the pool balance,
|
· |
receivables with obligors that have 60 months or more of customer tenure with Verizon Wireless represent at least 50.00% of the pool balance,
|
· |
receivables with obligors that have less than 12 months customer tenure with Verizon Wireless and (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650, represent no more than 10.00% of the pool balance,
|
· |
receivables with obligors that have 12 months or more, but less than 60 months of customer tenure with
|
Verizon Wireless and (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650, represent no more than 55.00% of the aggregate principal balance of all receivables with obligors that have 12 months or more, but less than 60 months of customer tenure with Verizon Wireless, and
|
· |
receivables with obligors that have 60 months or more of customer tenure with Verizon Wireless and (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650, represent no more than 30.00% of the aggregate principal balance of all receivables with obligors that have 60 months or more of customer tenure with Verizon Wireless.
|
Weighted average FICO® Score(1)(2)(3)
|
711
|
Percentage of receivables with obligors without a FICO® Score(3)
|
4.23%
|
Percentage of receivables with obligors with:
|
|
Less than 12 months of customer tenure with Verizon Wireless(4)
|
16.43%
|
7 months or more, but less than 24 months of customer tenure with Verizon Wireless(4)
|
8.08%
|
60 months or more of customer tenure with Verizon Wireless(4)
|
60.50%
|
Percentage of receivables with obligors (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650 and with:
|
|
Less than 12 months of customer tenure with Verizon Wireless(3)(4)
|
7.91%
|
12 months or more, but less than 60 months of customer tenure with Verizon Wireless(3)(4)(5)
|
38.47%
|
60 months or more of customer tenure with Verizon Wireless(3)(4)(6)
|
22.21%
|
(1) |
Weighted averages are weighted by the aggregate principal balance of the initial receivables as of the initial cutoff date.
|
(2) |
Excludes receivables that have obligors who did not have FICO® Scores because they are individuals with minimal or no recent credit history.
|
(3) |
This FICO® Score reflects the FICO® Score 8 of the related obligor. The FICO® Score is calculated with respect to each obligor on or about the date on which such receivable was originated.
|
(4) |
For a complete description of the calculation of customer tenure, see “Origination and Description of Device Payment Plan Agreement Receivables—Origination Characteristics.”
|
(5) |
As a percentage of the aggregate principal balance for receivables with obligors with 12 months or more, but less than 60 months of customer tenure with Verizon Wireless.
|
(6) |
As a percentage of the aggregate principal balance for receivables with obligors with 60 months or more of customer tenure with Verizon Wireless.
|
· |
on any payment date during the revolving period (a) interest due is not paid on the notes, (b) the required reserve amount is not on deposit in the reserve account or (c) the required negative carry amount is not on deposit in the negative carry account,
|
· |
for any payment date, the sum of the fractions, expressed as percentages, for each of the three collection periods immediately preceding that payment date, calculated by dividing the aggregate principal balance of all receivables which are written-off during each of the three prior collection periods by the pool balance as of the first day of each of those collection periods, multiplied by four, exceeds 10.00%,
|
· |
for any payment date, the sum of the fractions, expressed as percentages, for each of the three collection periods immediately preceding that payment date, calculated by dividing the
|
aggregate principal balance of all receivables that are 91 days or more delinquent at the end of each of the three prior collection periods by the pool balance as of the last day of each of those collection periods, divided by three, exceeds 2.00%,
|
· |
the adjusted pool balance is less than 50.00% of the aggregate note balance,
|
· |
on any payment date, after giving effect to all payments to be made and the acquisition of receivables on that date, the amount of “overcollateralization” for the notes is not at least equal to the overcollateralization target amount (as defined under “—Credit and Payment Enhancement—Overcollateralization” below); provided, that if the overcollateralization target amount is not reached on any payment date solely due to a change in the percentage used to calculate the overcollateralization target amount as described under “—Credit and Payment Enhancement—Overcollateralization” below, that event will not constitute an “amortization event” unless the overcollateralization target amount is not reached by the end of the third month after the related payment date,
|
· |
a servicer termination event has occurred and is continuing, or
|
· |
an event of default has occurred and is continuing.
|
· |
failure to pay interest due on any class of notes of the controlling class within five days after any payment date,
|
· |
failure to pay the note balance of, or any make-whole payments due on, any class of notes in full by its final maturity date,
|
· |
failure by the trust to observe or perform any material covenant or agreement made in the indenture, or any representation or warranty of the trust made in the indenture or in any officer’s certificate delivered under the indenture is incorrect in any material respect when made, and, in either case, is not cured for a period of 60 days after written notice was given to the trust by the indenture trustee (after receipt of written notice or actual knowledge thereof by a responsible officer of the indenture trustee) or to the trust and the indenture trustee by the holders of at least 25% of the note balance of the controlling class, or
|
· |
a bankruptcy or dissolution of the trust.
|
· |
failure by (i) the servicer to deposit, or to deliver to the owner trustee or indenture trustee for deposit, any collections or payments, (ii) so long as Cellco is the servicer, the marketing agent to deposit, or to cause the related originators to deposit, any prepayments required by upgrade contracts under an upgrade program, or (iii) so long as Cellco is the
|
servicer, the parent support provider to make the payments set forth in clause (i) or clause (ii) above to the extent the servicer or marketing agent or any related originator, respectively, fails to do so, in each case, which failure continues for five business days after the servicer, marketing agent or parent support provider, as applicable, receives written notice of the failure from the owner trustee or the indenture trustee, or a responsible person of the servicer, the marketing agent, or the parent support provider, as applicable, obtains actual knowledge of the failure,
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· |
failure by the servicer (including in its capacity as custodian) to fulfill its duties under certain transaction documents (other than pursuant to the immediately preceding bullet point or the immediately following bullet point), which failure has a material adverse effect on the noteholders and continues for 90 days after the servicer receives written notice of the failure from the owner trustee, the indenture trustee or the holders of at least a majority of the note balance of the controlling class,
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so long as Cellco is the servicer, failure by (i) the marketing agent to make, or to cause the related originator to make, any payments required to be paid by the marketing agent, including without limitation credit payments or payments relating to the acquisition by the marketing agent or the related originator of receivables that are subject to certain transfers, but not including prepayments required by upgrade contracts under an upgrade program, or (ii) the parent support provider to make any payments set forth in clause (i) above, to the extent that the marketing agent or the related originator fails to do so, in either case, that continues for ten business days after the marketing agent or parent support provider, as applicable, receives written notice of the failure from the owner trustee or the indenture trustee, or a responsible person of the marketing agent or the parent support provider, as applicable, obtains actual knowledge of the failure, or
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· |
bankruptcy of the servicer;
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(1) |
Transaction Fees and Expenses — to the indenture trustee, the owner trustee and the asset representations reviewer, (x) fees and (y) expenses and indemnities due up to a maximum aggregate amount, in the case of clause (y), of $400,000 per year; provided that after the occurrence of an event of default (other than an event of default set forth in the third bullet point of the definition thereof set forth under “Description of the Notes—Events of Default”), this cap will not apply,
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(2) |
Servicing Fee — to the servicer, the servicing fee, and to any successor servicer, a one-time successor servicer engagement fee of $150,000, payable on the first payment date following its assumption of duties as successor servicer,
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(3) |
Class A Note Interest — to the Class A-1a and Class A-1b noteholders, the aggregate amount of interest due on the Class A
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notes, distributed pro rata based on the amount of interest due to the Class A-1a and Class A-1b notes,
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(4) |
First Priority Principal Payment — during the amortization period, to the noteholders, sequentially by class, in the order set forth under “—Principal Payments” above, the amount equal to the greater of (a) an amount (not less than zero) equal to the aggregate note balance of the Class A notes as of the immediately preceding payment date (or, for the initial payment date, as of the closing date) minus the adjusted pool balance as of the last day of the related collection period and (b) on and after the final maturity date for the Class A notes, the aggregate note balance of the Class A notes until the Class A-1a and Class A-1b notes are paid in full,
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(5) |
Class B Note Interest — to the Class B noteholders, interest due on the Class B notes,
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(6) |
Second Priority Principal Payment — during the amortization period, to the noteholders, sequentially by class, in the order set forth under “—Principal Payments” above, the amount equal to the greater of (a) an amount (not less than zero) equal to the aggregate note balance of the Class A and Class B notes as of the immediately preceding payment date (or, for the initial payment date, as of the closing date) minus the sum of the adjusted pool balance as of the last day of the related collection period and any first priority principal payment and (b) on and after the final maturity date for the Class B notes, the note balance of the Class B notes until paid in full,
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(7) |
Class C Note Interest — to the Class C noteholders, interest due on the Class C notes,
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(8) |
Third Priority Principal Payment —during the amortization period, to the noteholders, sequentially by class, in the order set forth under “—Principal Payments” above, the amount equal to the greater of (a) an amount (not less than zero) equal to the aggregate note balance of the Class A, Class B and Class C notes as of the immediately preceding payment date (or, for the initial payment date, as of the
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closing date) minus the sum of the adjusted pool balance as of the last day of the related collection period and any first priority principal payment and second priority principal payment and (b) on and after the final maturity date for the Class C notes, the note balance of the Class C notes until paid in full,
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(9) |
Regular Priority Principal Payment — during the amortization period, to the noteholders, sequentially by class, in the order set forth under “—Principal Payments” above, the amount equal to the greater of (A) an amount (not less than zero) equal to the excess, if any, of (a) the aggregate note balance of the Class A, Class B and Class C notes as of the immediately preceding payment date (or for the initial payment date, as of the closing date) minus the sum of any first priority principal payment, second priority principal payment and third priority principal payment for the current payment date, over (b) the adjusted pool balance as of the last day of the related collection period minus the overcollateralization target amount for the current payment date, and (B) on and after the final maturity date for any class of notes, the amount that is necessary to reduce the note balance of each class, as applicable, to zero (after the application of any first priority principal payment, second priority principal payment and third priority principal payment),
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(10) |
Accelerated Principal Payments — solely if an amortization event has occurred and is continuing, to the noteholders, sequentially by class, in the order set forth under “—Principal Payments” above, remaining amounts due on the notes until the note balance of each class of notes is paid in full,
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(11) |
Supplemental Successor Servicing Fee – to any successor servicer, the excess, if any, of (x) $425,000 over (y) the servicing fee,
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(12) |
Reserve Account — to the reserve account, the amount, if any, necessary to cause the amount in the reserve account to equal the required reserve amount,
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(13) |
Acquisition Deposit Amount — during the revolving period, to the acquisition account,
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an amount equal to the acquisition deposit amount for the payment date,
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(14) |
Negative Carry Account — during the revolving period, to the negative carry account, an amount equal to the required negative carry amount less the amount on deposit in the negative carry account,
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(15) |
Make-Whole — to the noteholders, any make-whole payments due on the notes, payable sequentially by class, in the order set forth under “—Principal Payments” above,
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(16) |
Additional Fees and Expenses — (A) to the indenture trustee, the owner trustee and the asset representations reviewer, all amounts due to the extent not paid in priority (1) above, and (B) to the administrator, reimbursement of fees and expenses of the indenture trustee, the owner trustee and the asset representations reviewer paid by the administrator on behalf of the trust pursuant to the administration agreement,
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(17) |
Additional Trust Expenses — any remaining expenses of the trust identified by the administrator on behalf of the trust, and
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(18) |
Equity Interest — to the certificateholders, all remaining available funds.
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· |
a delinquency trigger for the receivables is reached, and
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a required amount of noteholders vote to direct the review.
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the notes held by parties unaffiliated with the trust will be classified as debt for U.S. federal income tax purposes; and
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· |
the trust will not be classified as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.
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CUSIP
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Class A-1a notes
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92348X AA3
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Class A-1b notes
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92348X AB1
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Class B notes
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92348X AC9
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Class C notes
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92348X AD7
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The assets of the trust are limited and are the only source of payment for your notes, and if they are not sufficient, you will incur losses on your notes
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The trust will not have any assets or sources of funds other than the receivables (but not including recoveries on written-off receivables or collections on temporarily excluded receivables), which, in the case of all of the initial receivables, are, and in the case of the additional receivables, may be unsecured assets, and related property it owns. In addition, any credit or payment enhancement is limited. Your notes will not be insured or guaranteed by the sponsor, the originators, the master trust, the servicer, the depositor, the parent support provider, the marketing agent, any of their respective affiliates or any other person. Therefore, if the assets of the trust, sources of funds or credit and payment enhancement are insufficient to pay your notes in full, you will incur losses on your notes. See also “—Payment priorities increase the risk of loss by, or delay in payment to, holders of certain classes of notes” below.
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Recoveries on defaulted receivables may be limited, and recoveries on written-off receivables will be unavailable to make payments on the notes, and you may incur losses on your notes
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If an obligor defaults on a receivable, the servicer may be unable to collect the remaining amount due under that receivable. In addition, recoveries on written-off receivables, including any proceeds from the sale of a wireless device securing a device payment plan agreement, will be retained by the servicer as additional servicing compensation. Therefore, noteholders should not rely on any recoveries on defaulted or written-off device payment plan agreements as a source of funds available to make payments on the notes. Depending on the amount, rate and timing of defaults and write-offs on receivables, you may incur losses on your notes.
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Payment priorities increase the risk of loss by, or delay in payment to, holders of certain classes of notes
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Based on the priorities described under “Description of the Notes—Priority of Payments,” classes of notes that receive principal payments before other classes will be repaid more rapidly than the other classes. Because principal of the notes will be paid sequentially, classes of notes lower in payment priority will be outstanding longer, and therefore, will be exposed to the risk of losses on the receivables during periods after other classes have received most or all amounts payable on their notes, and after which a disproportionate amount of credit and payment enhancement may have been applied and not replenished.
Because of the priority of payment on the notes, the yields of the classes of notes lower in payment priority will be more sensitive to losses on the
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receivables and the timing of these losses than the classes of notes higher in payment priority. Accordingly, the Class B notes will be relatively more sensitive to losses on the receivables and the timing of these losses than the Class A notes; and the Class C notes will be relatively more sensitive to losses on the receivables and the timing of these losses than the Class A and Class B notes. If the actual rate and amount of losses exceed expectations, and if amounts in the reserve account are insufficient to cover the resulting shortfalls on any payment date, it may adversely affect the yield on your notes, and you may incur losses on your notes.
In addition, the notes are subject to risk because payments of principal (during the amortization period) and interest on the notes on each payment date are subordinated to the payment of the servicing fee, certain amounts payable to the indenture trustee, the owner trustee and the asset representations reviewer in respect of fees, expenses and indemnification amounts and certain amounts payable to the successor servicer in respect of a one-time engagement fee. As a result, payments on your notes may be delayed or you may incur losses on your notes.
For additional information, you should refer to “—The assets of the trust are limited and are the only source of payment for your notes, and if they are not sufficient, you will incur losses on your notes” above.
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Holders of Class B and Class C notes will be subject to greater risk of loss because of subordination
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The Class B notes bear a greater risk of loss than the Class A notes and the Class C notes bear a greater risk of loss than the Class A and Class B notes because of the subordination features of the transaction. Payment of principal of the Class B notes is subordinated to payment of interest on and principal of the Class A notes. Payment of principal of the Class C notes is subordinated to payment of interest on and principal of the Class A and Class B notes.
If any class or classes of notes with a higher payment priority are undercollateralized, interest on each class of notes subordinated to that class of notes will be subordinated to the payment of principal of the class or classes of notes with a higher payment priority until the aggregate note balance of the class or classes of notes with a higher payment priority equals the adjusted pool balance.
In addition, so long as any Class A notes are outstanding, failure to pay interest on the Class B
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notes will not be an event of default. So long as any Class A or Class B notes are outstanding, failure to pay interest on the Class C notes will not be an event of default.
In addition, in the event the notes are accelerated and declared to be due and payable following the occurrence of an event of default, no interest or principal will be paid to the Class B notes until the Class A notes have been paid in full, and no interest or principal will be paid to the Class C notes until the Class A and Class B notes have been paid in full. Only the most senior class of notes outstanding, as the controlling class, may declare an event of default or cause the sale of the collateral in certain circumstances. Because of the subordination provisions of the transaction, the controlling class may have an incentive to accelerate the notes and/or to cause the sale of the trust assets, since the controlling class must be paid in full before any of the more junior classes are entitled to any payments. The Class C notes, as the most subordinated class of notes, bear the greatest risk of loss.
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Payments on the notes may be dependent on payments made by the cap provider under the interest rate cap agreement, and if available funds are not adequate, you may incur losses on your notes
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The Class A-1b notes bear interest based on one-month LIBOR as described under “Description of the Notes—Payments of Interest.” The trust will enter into an interest rate cap agreement with the cap counterparty to hedge the basis risk that results from the required payment of interest on the Class A-1b notes at a rate based on one-month LIBOR on the terms described under “The Cap Agreement.” The trust’s ability to protect itself from shortfalls in cash flow caused by increases in one-month LIBOR above 2.75% will depend to a large extent on the terms of the interest rate cap agreement and whether the cap counterparty performs its obligations under the interest rate cap agreement. If one-month LIBOR increases above 2.75% and the trust does not receive the payments it expects from the cap counterparty, the trust may not have adequate funds to make all payments to noteholders when due, and you may incur losses on your notes.
In addition, on any payment date, the cap notional amount may be lower than the actual note balance of the Class A-1b notes on that payment date. Therefore, the amount of interest paid on the Class A-1b notes on that payment date under the interest rate cap agreement may be less than the amount of interest that would have been paid under the interest rate cap agreement if the cap notional amount was equal to the actual note balance of the Class A-1b notes on that payment date.
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Termination of the interest rate cap agreement and the inability to locate a replacement cap counterparty would expose the trust and the noteholders to interest rate risk and you may incur losses on your notes
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The interest rate cap agreement may be terminated if particular events occur. Most of these events are generally beyond the control of the trust or the cap counterparty. If a termination event under the interest rate cap agreement occurs and the administrator, on behalf of the trust, is unable to assign the interest rate cap agreement to another party, obtain an interest rate cap agreement on substantially the same terms or establish any other arrangement consistent with the rating agencies’ criteria, the trust’s exposure to interest rate fluctuations may no longer be hedged. Exposure of the trust to interest rate risk may reduce amounts available to pay noteholders, and payments on your notes may be delayed or you may incur losses on your notes.
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An event of default and acceleration of the notes or the continuation of an amortization event may result in losses on your notes or earlier than expected payment of your notes, which may result in reinvestment risk
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An event of default may result in an acceleration of payments on your notes. You will incur losses on your notes if collections on the receivables, other amounts deposited into the collection account with respect to the receivables and the proceeds of any sale of receivables are insufficient to pay the amounts owed on your notes. In addition, after the occurrence of an amortization event, after the payment of the senior fees and expenses of the trust, and interest and principal due on the notes, the notes are required to be paid in full, sequentially by class, so long as the amortization event is continuing. As a result, the yield on your notes may be adversely affected. You will bear all reinvestment risk resulting from principal payments on your notes occurring earlier than expected.
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For a more detailed description of events of default and acceleration of the notes, you should read “Description of the Notes—Events of Default.” For a more detailed description of the priority of payments, you should read “Description of the Notes—Priority of Payments” and “—Post-Acceleration Priority of Payments.”
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Failure to pay principal of the notes on any payment date will not be an event of default until the final maturity date, which may result in reinvestment risk
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The trust does not have an obligation to pay a specified amount of principal of any class of notes on any date other than the remaining outstanding amount of that class of notes on its final maturity date. Failure to pay principal of any class of notes on any payment date, including the expected final maturity date, will not be an event of default until the final maturity date of that class. If principal of your notes is paid later than expected, it may adversely affect the yield on your notes. You will bear all reinvestment risk resulting from principal payments on your notes occurring later than expected.
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Make-whole payments will not be paid until the note balance of all of the notes is paid in full, which may result in reinvestment risk |
Make-whole payments will not be paid on any class of notes until the note balance of each class of notes is paid in full. However, there may not be sufficient funds available for make-whole payments on any payment date. Failure to pay make-whole payments on any class of notes on any payment date will not be an event of default until the final maturity date of that class of notes. If make-whole payments on your notes are paid later than expected, it may adversely affect the yield on your notes. You will bear all reinvestment risk resulting from make-whole payments on your notes occurring later than expected.
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Because you have limited control over actions of the trust, and conflicts between classes of notes may occur, you may incur losses on your notes
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The trust will pledge the receivables to the indenture trustee to secure payment of the notes. The controlling class will be entitled to declare an event of default relating to a breach of a material covenant, accelerate the notes after an event of default, and waive events of default (other than failure to pay principal or interest or for a breach of a covenant or term that can only be amended with the consent of all noteholders). The controlling class may, in some circumstances, direct the indenture trustee to sell the receivables after an acceleration of the notes even if the proceeds would not be sufficient to pay all of the notes in full. In this event, if your notes cannot be paid in full with the proceeds of a sale of the receivables, you will incur a loss on your notes.
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Noteholders that are not part of the controlling class will have no right to take any of these actions, or to terminate the servicer or waive servicer termination events. Only the controlling class will have these rights. The controlling class may have different interests from the noteholders of other classes and will not be required to consider the effect of its actions on the noteholders of other classes, which may adversely affect your rights under your notes.
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For a more detailed description of the actions that the controlling class may direct, you should read “Description of the Notes—Events of Default—Remedies Following Acceleration” and “Servicing the Receivables and the Securitization Transaction—Resignation and Termination of Servicer.”
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The timing of principal payments on the notes is uncertain, which may result in reinvestment risk
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It is expected that principal of the notes will not be paid until the amortization period begins, which is expected to be on the payment date in November 2020. However, if an amortization event occurs, the amortization period will begin earlier than anticipated and the trust will pay principal of your
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notes earlier than expected. For a full description of the circumstances giving rise to an amortization event, see “Description of the Notes—Amortization Period.” See also “—An event of default and acceleration of the notes or the continuation of an amortization event may result in losses on your notes or earlier than expected payment of your notes, which may result in reinvestment risk” above.
On the first payment date during the amortization period, there may be a significantly larger principal payment than expected, because any amounts on deposit in the acquisition account on that payment date will be distributed as available funds. In addition, if the overcollateralization target amount increases on any payment date as described under “Credit and Payment Enhancement—Overcollateralization,” to the extent of available funds, there will be higher principal payments on your notes. Conversely, if the amortization period were to begin because of the occurrence of an amortization event, or the certificateholders elect to exercise their right to effect an optional acquisition resulting in a clean-up redemption or an optional redemption of the notes, then payments of principal will be made on the notes earlier than expected. See also “—The notes may be redeemed at the direction of the certificateholders, which may result in reinvestment risk” below.
During the amortization period, the rate of payment on the notes will also depend on the rate of payment on the receivables, including prepayments. Faster than expected rates of prepayments on the receivables will cause the trust to pay principal of your notes earlier than expected, shortening the maturity of your notes. Prepayments on the receivables will occur if:
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· |
obligors prepay all or a portion of their receivables, including in connection with entering into an upgrade contract,
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· | the servicer acquires modified or impaired receivables or receivables transferred by the master trust that were not eligible receivables when acquired by the trust, | ||
· | an originator reacquires receivables transferred by that originator that were not eligible receivables when acquired by the trust, | ||
· |
the marketing agent acquires, or causes the related originator to acquire, a transferred receivable, or the marketing agent makes certain payments, or requires the related originator to make certain payments, with respect to credits granted to an obligor under a receivable, or
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· |
the marketing agent prepays, or causes the
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related originator to prepay, a receivable under the terms of an upgrade contract.
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A variety of economic, social and other factors will influence the rate of prepayments on the receivables, including individual obligor circumstances, the types of Verizon Wireless marketing programs and those of its competitors, changes in technology, changes in consumer preferences for certain wireless devices, the release of new versions of certain manufacturer’s wireless devices and changes in the demand for wireless devices in general during celebration seasons that occur during the calendar year, and changes made by the servicer to the order in which the servicer applies payments and credits to an obligor’s account. For a discussion of risks related to certain economic, social and other factors affecting individual obligors, see “—Performance of the receivables is uncertain and depends on many factors and may worsen in an economic downturn, which may increase the likelihood that payments on your notes will be delayed or that you will incur losses on your notes” below. Verizon Wireless has permitted, and may permit in the future, cancellations of device payment plan agreements for specified periods of time during holiday periods. No prediction can be made about the actual prepayment rates that will occur for the receivables. For a discussion of additional risks related to upgrade offers, see “—Verizon Wireless’ upgrade offers may adversely impact collections on the receivables and the timing of principal payments, which may result in reinvestment risk” below.
You will bear all reinvestment risk resulting from principal payments on your notes occurring earlier than expected due to the occurrence of an amortization event, increases in the overcollateralization target amount, faster rates of prepayments on the receivables or for other reasons.
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Decreases in one-month LIBOR rates will reduce the rate of interest on the Class A-1b notes
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The Class A-1b notes bear interest based on one-month LIBOR. As a result, changes in one-month LIBOR will affect the amount of interest payable on the Class A-1b notes. To the extent that one-month LIBOR decreases for any interest accrual period, the rate at which the Class A-1b notes accrue interest for that interest accrual period will be reduced, provided that the interest rate on the Class A-1b notes for any interest accrual period will not be less than 0.00%. A negative one-month LIBOR rate could result in the interest applied to the Class A-1b notes decreasing to 0.00% for the related interest accrual period.
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Ongoing investigations into LIBOR and the possible elimination of LIBOR as a benchmark rate may have an adverse impact on the notes
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The Class A-1b notes bear interest based on one-month LIBOR. As described under “Description of the Notes—Payments of Interest,” if one-month LIBOR is not available, LIBOR may be determined on alternative bases, some of which may also be unavailable or adversely affected due to the decline of the relevant interbank market activity. In the event alternative rates are unavailable, interest on the Class A-1b notes will be determined as described under “Description of the Notes—Payments of Interest,” which will result in the Class A-1b notes bearing interest at a one-month LIBOR rate determined in a prior interest accrual period for an extended period.
The rate at which the Class A-1b notes bear interest could be adversely affected by misconduct in the rate-setting process for LIBOR, changes to the process or the phasing out of the rate entirely. Any of these events may have an adverse effect on the interest rate, yield, value and marketability of your notes and you may incur losses on your notes.
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The notes may be redeemed at the direction of the certificateholders, which may result in reinvestment risk
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The notes will be subject to redemption, in whole but not in part, at the option of the certificateholders representing 100% of the voting interests of the certificates held by the originators or affiliates of the originators, on any payment date on and after the payment date in November 2019.
Whether the certificateholders exercise this option depends on the ability of the trust to transfer the receivables to another Verizon special purpose entity or a third-party purchaser for a sufficient price, as described under “Description of the Notes—Optional Redemption of the Notes,” which will be dependent on a number of factors prevailing at the time the option may be exercised, including, among other things, the market and the value of the receivables, prevailing interest rates, the availability of credit and general economic conditions.
There can be no assurance that the certificateholders will effect an optional redemption on any payment date when they are eligible to do so, or that the trust will be able to realize sufficient proceeds from the transfer of the receivables to effect a redemption. However, if your notes are redeemed and paid in full earlier than expected, it may adversely affect the yield on your notes. You will bear all reinvestment risk resulting from principal payments on your notes occurring earlier than expected.
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Changing characteristics of the receivables during the revolving period may increase the likelihood that you will incur losses on your notes
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During the revolving period, the trust may acquire additional receivables. While each additional receivable must satisfy the eligibility criteria and the pool of receivables must satisfy the pool composition tests on each acquisition date, the additional receivables may not be of the same credit quality as the initial receivables. These additional receivables will be originated by the originators using the origination and underwriting policies and procedures described under “Origination and Description of Device Payment Plan Agreement Receivables—Underwriting Criteria,” as in effect at the time the additional receivables are originated, which may be updated in the normal course of Verizon Wireless’ business, as described under “Receivables—Description of the Receivables.” Moreover, the device payment plan agreements for the additional receivables may have different terms than the device payment plan agreements for the initial receivables, including, but not limited to, with respect to the charging of interest, the original term, the amount of the monthly payment and the obligor’s ability to prepay the related device payment plan agreement.
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For these reasons, the characteristics of the receivables will change after the closing date. There can be no assurance that the receivables at any time in the future will have the same credit quality as the initial receivables. If the additional receivables are of a lower credit quality than the initial receivables, it will increase the likelihood that you will incur losses on your notes.
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Performance of the receivables is uncertain and depends on many factors and may worsen in an economic downturn, which may increase the likelihood that payments on your notes will be delayed or that you will incur losses on your notes
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The performance of the receivables depends on a number of factors, including general economic conditions, unemployment levels, the circumstances of individual obligors, Verizon Wireless’ underwriting standards at origination, including down payment requirements, Verizon Wireless’ servicing and collection strategies, increases in fraud, particularly relating to new wireless devices and increases in the price of such devices, and changes in Verizon Wireless’ marketing strategies, all of which could result in higher delinquencies and losses on the receivables. Because many of these factors are outside the control of Cellco, the performance of the receivables cannot be predicted with accuracy. In addition, the performance of the receivables may worsen in an economic downturn, which may increase the likelihood that payments on your notes will be delayed or that you will incur losses on your notes.
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For more information about the performance of the receivables in Verizon Wireless’ portfolio of device payment plan agreements, you should read
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“Servicing the Receivables and the Securitization Transaction—Delinquency and Write-Off Experience.”
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Geographic concentration of the receivables may delay payments on, or result in losses on, your notes
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As of the initial cutoff date, the billing addresses of the obligors of the initial receivables (by aggregate principal balance) were concentrated in California (approximately 10.92%), New York (approximately 6.03%), Florida (approximately 5.59%) and Texas (approximately 5.29%). No other state made up more than 5.00% of the pool balance of the initial receivables as of the initial cutoff date. However, the geographic concentration of the additional receivables may be different than the geographic concentration of the initial receivables.
Economic conditions or other factors affecting states with a high concentration of receivables, including any interruption of wireless service available on Verizon Wireless’ network with respect to any geographic area, could adversely impact the delinquency or write-off experience of the trust. In addition, extreme weather conditions or natural disasters could cause substantial business disruptions, economic losses, unemployment and an economic downturn. The ability of obligors in affected areas to make timely payments could be adversely affected. The trust’s ability to make payments on the notes could be adversely affected by any of these factors if the obligors in impacted locations are unable to make timely payments. As a result, payments on your notes may be delayed or you may incur losses on your notes.
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Interests of other persons in the receivables could reduce funds available to pay your notes, and you may incur losses on your notes
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If another person acquires an interest in a receivable that is superior to the trust’s interest, the collections on that receivable may not be available to make payments on your notes, and you may incur losses on your notes. Another person could acquire an interest in a receivable that is superior to the trust’s interest if:
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· the trust does not have a perfected security interest in the receivable because the depositor’s security interest in the receivable was not properly perfected, or
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· the trust’s security interest in the receivable is impaired because holders of some types of liens, such as tax liens, may have priority over the trust’s security interest.
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Payments on the device payment plan agreements held by the trust will be subordinated to certain other payments by the obligors, and payments on your notes may be delayed or you may incur losses on your notes
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As described under “Servicing the Receivables and the Securitization Transaction—Collections and Other Servicing Procedures,” each obligor receives one bill for its account and an obligor who holds an account with Verizon Wireless may have multiple wireless devices under the account and one or more of these wireless devices may be subject to a device payment plan agreement which may be included as receivable. Payments remitted by an obligor to Verizon Wireless or credits granted by Verizon Wireless on the related account currently are applied to the account based on monthly aging categories, as described under “Servicing the Receivables and the Securitization Transaction—Collections and Other Servicing Procedures.” Therefore,
· if the most recent device payment plan agreement originated with respect to an account is included as a receivable, the trust’s rights to receive payments from the obligor will be subordinated to the payment of late fees, wireless service and other charges, including accessory payments and insurance payments, and any amounts due on any earlier originated device payment plan agreements; and
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· if the earliest device payment plan agreement originated with respect to an account is included as a receivable and amounts due on that device payment plan agreement are paid in full but amounts remain due on a later originated device payment plan agreement on the same account, on the next obligor payment remittance date, past due amounts on that later originated device payment plan agreement will be paid prior to current amounts on the device payment plan agreement that is a receivable.
The timing of payments on a receivable could be adversely affected by the addition of device payment plan agreements on any single account and the amount of wireless service and other charges on that account. As a result, payments on your notes may be delayed or you may incur losses on your notes.
In addition, the order in which payments remitted by an obligor to Verizon Wireless and credits granted by Verizon Wireless (other than credits granted in respect of an upgrade) may be changed at any time, as long as any change applicable to the receivables (i) is also applicable to all device payment plan agreements that Cellco services and (ii) so long as Cellco is the servicer, does not have a material adverse effect on the noteholders. Any modification could negatively impact collections on the receivables, and you may incur losses on your notes.
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See “Servicing the Receivables and the Securitization Transaction—Servicing Obligations of Cellco” and “—Collections and Other Servicing Procedures” for further details on the application of obligor payments.
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Verizon Wireless’ upgrade offers may adversely impact collections on the receivables and the timing of principal payments, which may result in reinvestment risk
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Prepayments on the receivables could occur if obligors choose to upgrade wireless devices that are the subject of device payment plan agreements that are included in the receivables pool, as described under “Origination and Description of Device Payment Plan Agreement Receivables—Upgrade Offers.” The number of upgrades occurring pursuant to upgrade offers will depend on a variety of economic, social and other factors, including improved technology available in newer wireless devices, consumer demand for, and supply of, specific wireless devices (including newly released wireless devices), any other promotional offers offered by Verizon Wireless, and seasonal changes in the demand for wireless devices. An increase in the number of upgrades accepted under upgrade offers would result in a corresponding increase in prepayments to the trust by the marketing agent or the related originator, or prepayments by the related obligors, as applicable. During the revolving period, amounts collected by the trust, including prepayment amounts, that would otherwise be applied as payments of principal of your notes in accordance with the priority of payments, will instead be deposited into the acquisition account and used to acquire additional receivables, which receivables may be of a different credit quality than or have terms different from the initial receivables. See “—Changing characteristics of the receivables during the revolving period may increase the likelihood that you will incur losses on your notes” above. In addition, during the amortization period, amounts collected by the trust, including prepayment amounts related to upgrade offers, will be part of available funds that are used to pay principal of your notes. Therefore, any prepayments on the receivables during the amortization period may result in your notes being paid earlier than expected and may adversely affect the yield on your notes. You will bear all reinvestment risk resulting from principal payments on your notes occurring earlier than expected. See also “—The timing of principal payments on the notes is uncertain, which may result in reinvestment risk” above.
In addition, failure to deposit required prepayment amounts with respect to an upgrade under an upgrade offer into the collection account when required will result in a servicer termination event so
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long as Cellco is the servicer. As described under “—If Cellco is removed or resigns as servicer, payments on your notes may be delayed and you may incur losses on your notes” below. See “Servicing the Receivables and the Securitization Transaction—Resignation and Termination of Servicer” below, this may lead to severe disruptions in servicing the receivables and delays in payment on the receivables, and you may incur losses on your notes.
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Upgrade offers may present bankruptcy risks, which may result in losses on your notes
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If the marketing agent or any originator files for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”), the marketing agent or any originator, as applicable, as debtor in possession, may continue to offer upgrade programs, including the annual upgrade program, and may choose either to perform or not to perform its obligations thereunder, as described under “Some Important Legal Considerations—Matters Relating to Bankruptcy—Bankruptcy Proceedings of Cellco or Other Originators and Impact on Upgrade Offers.”
If the marketing agent or any originator fails to remit required prepayment amounts to the trust, the trust may have difficulty collecting against the related obligor, and the obligor may be less likely to pay amounts remaining due under the obligor’s original device payment plan agreement. In addition, the obligor may argue that it has a defense to making payments to the trust because it fulfilled all of its obligations as specified in the upgrade offer or as a result of statements purportedly made by the marketing agent or any originator. This may result in reduced collections on the receivables held by the trust, and you may incur losses on your notes.
See “Some Important Legal Considerations—Matters Relating to Bankruptcy—Bankruptcy Proceedings of Cellco or Other Originators and Impact on Upgrade Offers.”
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The application of credits to obligor accounts may reduce payments received on the receivables, which may delay payments on the notes or result in losses on the notes
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As described in “Origination and Description of Device Payment Plan Agreement Receivables—Account Credits” and “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments,” from time to time Verizon Wireless may grant credits to an obligor’s account. Those credits currently are applied as described under “Servicing the Receivables and the Securitization Transaction—Collections and Other Servicing Procedures.” To the extent any credits are applied against any payments due under a device payment plan agreement that is included in the pool of receivables, and if the marketing agent, the related
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originator or the parent support provider, as applicable, does not deposit sufficient amounts into the collection account to cover credit amounts, actual amounts received with respect to that receivable will be reduced. As a result, payments on your notes may be delayed or you may incur losses on your notes.
In addition, because device payment plan agreements on a single account are paid in the order of their origination (with the oldest device payment plan agreement being paid first), if the earliest originated device payment plan agreement on an account is included as a receivable, there is a greater risk that credits (other than credits granted in respect of cancellations, prepayments, invoicing errors or in connection with an upgrade) will be applied on the earlier originated device payment plan agreement than on device payment plan agreements originated after the receivable. As a result, payments on your notes may be delayed or you may incur losses on your notes.
Verizon Wireless may become subject to investigations or actions from regulators or related oversight agencies as well as private litigation, the results of which may require Verizon Wireless to apply credits to certain customers’ accounts. Although there are no current investigations, actions or litigation requiring the application of credits to the receivables, Verizon Wireless could be required to apply credits to customers’ accounts in settlement of an investigation, action or litigation in the future. There can be no assurance that any future investigations, actions or litigation and any resulting settlements requiring the application of credits will not have an adverse effect on any receivables.
In addition, if Cellco is the servicer, failure to deposit any credit amounts in to the collection account when required will result in a servicer termination event. As described under “—If Cellco is removed or resigns as servicer, payments on your notes may be delayed and you may incur losses on your notes” below, this may lead to severe disruptions in servicing the receivables and delays in payment on the receivables, and you may incur losses on your notes. See “Servicing the Receivables and the Securitization Transaction—Resignation and Termination of Servicer.”
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Increased delinquencies and defaults may result if an obligor no longer has a functioning wireless device, and you may incur losses on your notes
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If an obligor’s wireless device is lost, stolen, damaged or otherwise unusable, the obligor remains obligated to make all remaining payments under the related device payment plan agreement, regardless of whether the related wireless device is subject to a manufacturer’s warranty. However,
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because the obligor no longer has a working wireless device, he or she may be less willing to make timely payments on the related device payment plan agreement, or may have a defense to the continued payment on the device payment plan agreement, particularly if the obligor does not have insurance on the device and the device is not under a manufacturer’s warranty. See “Some Important Legal Considerations—Consumer Protection Laws.” If obligors become unwilling to make timely payments on their device payment plan agreements because the obligors no longer have functioning wireless devices, increased delinquencies and/or defaults on payments by obligors may occur, and you may incur losses on your notes.
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An interruption or degradation of wireless service provided by Verizon Wireless could result in reduced collections on the receivables, and you may incur losses on your notes
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Each device payment plan agreement is part of a customer account that includes wireless service. Although the payment terms of the device payment plan agreements are not conditioned on the provision of wireless service, to the extent that wireless service provided by Verizon Wireless is significantly interrupted or degraded, including as a result of the dissolution of Verizon or the divestiture of Verizon’s wireless business, it may serve as a disincentive for obligors to make continued payments under their accounts, and therefore, the related device payment plan agreements. In addition, because the trust will acquire the receivables subject to all defenses, claims and rights of set-off of the obligors, any interruption or degradation of service may also give rise to an affected obligor’s defense or claim of set-off with respect to payment on the obligor’s device payment plan agreement. From time to time, Verizon Wireless may offer special promotions to customers who have been affected by a service interruption. You may incur losses on your notes as a result of any reductions in collections related to an interruption or degradation of service or a related promotion.
In addition, the bankruptcy of Cellco or certain of its affiliates, including any of the other originators, may result in an interruption of service. For a more detailed description on the risks to the notes resulting from a bankruptcy of the sponsor or an affiliate, you should read “—Bankruptcy of any originator, the master trust, the servicer, the marketing agent or the parent support provider may result in delayed payments on your notes or you may incur losses on your notes” below.
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A wireless device recall or manufacturing defect may result in delayed payments or losses on your notes
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Applicable laws and governmental standards require manufacturers to take actions, from time to time, to remedy defects in wireless devices affecting wireless device safety, including through mandated recalls. As a result, manufacturers of wireless devices may be obligated to recall certain wireless devices, or may choose to recall certain wireless devices if the related manufacturer determines that those devices do not comply with relevant safety standards. In addition, individual wireless devices may suffer from manufacturing defects that may lead to customer dissatisfaction and safety issues if any defects lead to product failures or unsafe use.
Obligors affected by a recall or whose wireless device is subject to a manufacturing defect may be more likely to be delinquent in, or default on, payments on their device payment plan receivables. You may incur losses on your notes as a result of any reductions in collections related to delinquencies or defaults. See “—Increased delinquencies and defaults may result if an obligor no longer has a functioning wireless device, and you may incur losses on your notes” above. In addition, obligors affected by a recall in certain circumstances may be permitted to cancel their device payment plan agreements. In these cases, the servicer will be required to acquire any cancelled device payment plan agreement from the trust. See “Servicing the Receivables and the Securitization Transaction—Servicer Modifications and Obligation to Acquire Receivables.” From time to time, Verizon Wireless may offer special promotions to customers who have been affected by a recall.
Moreover, an obligor affected by a recall or whose wireless device suffers a manufacturing defect, may have a defense against the ongoing payment of its related device payment plan agreement, which may result in delayed payments on your notes, or you may incur losses on your notes. See “Some Important Legal Considerations—Consumer Protection Laws.”
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An originator’s or the servicer’s failure to reacquire or acquire, as applicable, receivables that do not comply with consumer protection laws may delay payments on your notes or result in losses on your notes
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Federal and state consumer protection laws regulate the creation, collection and enforcement of consumer contracts, including the receivables. If any receivable does not comply with U.S. federal and state consumer protection laws, the servicer may be prevented from or delayed in collecting amounts due on the receivable. Also, some of these laws may provide that the assignee of a consumer contract (such as the trust) is liable to the obligor for any failure of the contract to comply with these laws. The applicable originator must reacquire any receivables transferred by it that do not comply in all material respects with applicable
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laws at the time the receivable was transferred to the depositor. In addition, the servicer must acquire any receivables transferred by the master trust that do not comply in all material respects with applicable laws at the time the receivable was transferred to the depositor. If any originator or the servicer, as applicable, fails to reacquire or acquire those receivables, payments on your notes may be delayed or you may incur losses on your notes.
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For a more detailed description of consumer protection laws relating to the receivables, you should read “Some Important Legal Considerations—Consumer Protection Laws.”
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If the servicer is unable to perform its obligations, payments on your notes may be delayed or you may incur losses on your notes
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Collections on the receivables depend significantly on the ability of the servicer to perform its obligations under the transfer and servicing agreement.
Several events beyond the control of Cellco could delay or prevent its performance of these obligations, including cyber-attacks, natural disasters, terrorist attacks and acts of war. In recent years, the incidence of cyber-attacks, including through the use of malware, computer viruses, dedicated denial of services attacks, credential harvesting and other means for obtaining unauthorized access to or disrupting the operation of networks and systems, have increased in frequency, scope and potential harm.
While, to date, neither Verizon nor Verizon Wireless has been subject to cyber-attacks which, individually or in the aggregate, have been material to its operations or financial condition, the preventive actions taken to reduce the risks associated with cyber-attacks, including protection of its systems and networks, may be insufficient to repel or mitigate the effects of a major cyber-attack in the future.
If the networks or systems of Cellco or those of its suppliers, vendors and other service providers are rendered inoperable by a cyber-attack, Cellco’s ability to perform its obligations under the transfer and servicing agreement could be compromised for a period of time or permanently. In that case, payment on your notes may be delayed or you may incur losses on your notes.
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If Cellco is removed or resigns as servicer, payments on your notes may be delayed and you may incur losses on your notes
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Cellco may be removed as servicer if it defaults on its servicing obligations or becomes subject to bankruptcy proceedings as described in “Servicing the Receivables and the Securitization Transaction—Resignation and Termination of Servicer.” A resignation, removal, closure or
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bankruptcy of Cellco may lead to severe disruptions in servicing the receivables, including billing and collections. If Cellco resigns or is terminated as servicer, the processing of payments on the receivables and information relating to collections may be delayed. Because obligors on an account make one payment for service, accessories, insurance, any device payment plan agreements and other amounts due on that account, if Cellco is no longer the servicer of the receivables but continues to service the remainder of the obligors’ accounts, billing with respect to each receivable would have to be separated from the billing with respect to the rest of the account. In that case, the related obligor would receive and be responsible for the payment of at least two separate invoices, potentially causing confusion for the obligor and a hesitancy to remit full payment on all invoices. In addition, if Cellco is no longer the servicer of the receivables, the successor servicer may not be able to exercise certain of the remedies available to Verizon Wireless for an obligor’s failure to pay its related device payment plan agreement, such as texting the related device to notify the obligor of late payments or disconnecting service on an obligor’s devices for continued failure to pay. This could cause delays in payment on the receivables, and you may incur losses on your notes. See also “—Verizon Wireless’ upgrade offers may adversely impact collections on the receivables and the timing of principal payments, which may result in reinvestment risk” and “—The application of credits to obligor accounts may reduce payments received on the receivables, which may delay payments on the notes or result in losses on the notes” above.
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The servicer’s ability to commingle collections with its own funds may delay payments on the notes or result in losses on your notes
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Until the monthly remittance conditions set forth under “Servicing the Receivables and the Securitization Transaction—Deposit of Collections” are met, the servicer is required to deposit collections on the receivables into the collection account within two business days after identification of receipt of good funds. If the monthly remittance conditions are satisfied, the servicer will be required to deposit collections on the receivables into the collection account on the second business day immediately preceding the related payment date. Prior to remittance into the collection account, the servicer will be permitted to use collections on the receivables at its own risk and for its own benefit and may commingle collections on receivables with its own funds.
In addition, if an obligor under a device payment plan agreement pays or deposits any amount in advance of when it is due, including with respect to security deposits collected at origination, the
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servicer will hold those amounts until they become due and payable in accordance with the customer’s bill. Until that time, the servicer may use these amounts at its own risk and for its own benefit and may commingle those amounts with its own funds.
In any of these cases, if the servicer does not deposit these amounts into the collection account when they become due (which could occur if the servicer becomes subject to a bankruptcy proceeding), payments on your notes may be delayed or you may incur losses on your notes.
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Conflicts of interest may exist among the servicer, the marketing agent, the parent support provider and the trust, which may result in losses on your notes
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It is possible that an obligor with respect to any device payment plan agreement owned by the trust may be an obligor in respect of one or more additional device payment plan agreements serviced by Cellco but not included as an asset of the trust. Because Cellco will be servicing all device payment plan agreements that are part of the same account, it is possible that this could result in certain conflicts of interest. For example, if an obligor is delinquent with respect to one device payment plan agreement on the related account, but an obligor has multiple device payment plan agreements on that account or has multiple accounts with Verizon Wireless, the servicer may delay taking collections actions against that obligor or may not close the delinquent account. Verizon Wireless may also offer obligors payment extensions, due date changes, or the waiver of late fees or other administrative fees, if any, over the course of the device payment plan agreement or allow an obligor a longer cure period for delinquencies based on that obligor’s past payment history, even if those actions can lead to shortfalls in collections of the trust. Moreover, as servicer of all device payment plan agreements, regardless of whether they constitute receivables, the servicer can modify the way in which payments remitted by obligors on the related accounts are allocated to the device payment plan agreements, and thereby, the receivables.
In addition, because the servicer is permitted to retain any recoveries on written-off receivables (including any proceeds from the sale of a wireless device securing a device payment plan agreement) as additional servicing compensation, the servicer may have a financial incentive to write-off an account.
As marketing agent, Cellco, may (i) grant credits to an obligor for various reasons, including as an incentive for that obligor to maintain service with Verizon Wireless or upgrade that obligor’s wireless device, even if those credits could lead to shortfalls in payments received by the trust on any receivable
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and (ii) offer upgrades to various obligors, in either case, even if the marketing agent, the related originator or the parent support provider, as applicable, fails to remit required amounts in respect of those credits or upgrade prepayments when due and even if that failure would constitute an amortization event. If Cellco takes any of the actions set forth in (i) or (ii) above, and fails to remit these amounts when due, there may be a shortfall in available funds.
Any of the actions described above taken by the servicer or the marketing agent may not align with the interests of the trust, and you may incur losses on your notes.
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The financial condition of the parent support provider, the servicer, the marketing agent or the originators may affect their ability to perform their obligations, adversely impacting the trust’s ability to make payments on the notes, and you may incur losses on your notes
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A deterioration in the financial condition of the parent support provider, the servicer, the marketing agent or the originators could adversely affect, among other things, (a) an originator’s ability to reacquire a receivable as required under the transfer and servicing agreement or the originator receivables transfer agreement, (b) the servicer’s ability to acquire a receivable required to be acquired by it under the transfer and servicing agreement or the master trust receivables transfer agreement, (c) the marketing agent’s ability to acquire a receivable or make certain payments and prepayments in respect of receivables as required under the transfer and servicing agreement, or to cause the related originator to do so, (d) the servicer’s ability to effectively service the receivables pursuant to the terms of the transfer and servicing agreement or (e) the ability of the parent support provider to perform its obligations under the parent support agreement.
There are a large number of factors that may affect the financial condition of these parties, including general economic conditions, the competitiveness of their businesses, their ability to respond to changes or disruptions in technology and consumer demand, their relationships with suppliers and vendors, the regulatory environments in which they operate, the potential for cyberattacks affecting their operations and business relationships, external events impacting their infrastructure or operations, the availability of financing to fund operations and refinance existing debt, changes in pension and benefit costs, work stoppages by the unionized portion of their workforces and the adverse outcome of litigation.
In the event that the financial condition of the parent support provider, the servicer, the marketing agent or any originator caused that party to be unable to perform its obligations under the transaction
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documents, the ability of the trust to make payments on the notes could be significantly adversely affected, and you may incur losses on your notes.
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Bankruptcy of any originator, the master trust, the servicer, the marketing agent or the parent support provider may result in delayed payments on your notes or you may incur losses on your notes
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If any originator, the master trust, the servicer, the marketing agent or the parent support provider becomes subject to bankruptcy proceedings, you may experience delayed payments on your notes or you may incur losses on your notes.
The court in a bankruptcy proceeding could conclude that any originator or the master trust, as applicable, effectively still owns the receivables absolutely assigned by it to the depositor, because the assignment of those receivables to the depositor was not a “true sale.” If a court were to reach this conclusion, payments on your notes could be reduced or delayed, as described under “Some Important Legal Considerations—Matters Relating to Bankruptcy—Transfer of Receivables by the Originators and the Master Trust to the Depositor.”
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In addition, the transfer of receivables by the depositor to the trust, although structured as an absolute assignment, may be viewed as a financing because the depositor ultimately will receive from the trust an equity interest in the trust as described under “Some Important Legal Considerations—Matters Relating to Bankruptcy—Transfers of Receivables by the Depositor to the Trust.” If a court were to conclude that a transfer was not an absolute assignment or that the depositor was consolidated with the trust in the event of the depositor’s bankruptcy, the receivables would be owned by the depositor and payments may be delayed or other remedies imposed by the bankruptcy court that could cause you to incur losses on your notes.
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Any bankruptcy or insolvency proceeding involving Cellco may also adversely affect the rights and remedies of the trust and payments on your notes, as described under “Some Important Legal Considerations—Matters Relating to Bankruptcy— Bankruptcy Proceedings of Cellco, the Depositor, the Originators or the Servicer.” In addition, a bankruptcy of Cellco would be a servicer termination event, which in turn will be an amortization event.
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Moreover, under the transaction documents, the parent support provider will guarantee the payment obligations of the originators, the servicer and the marketing agent with respect to reacquisitions or acquisitions of receivables, and other payment obligations as set forth under “The Parent Support Provider.” To the extent of a bankruptcy of the parent support provider, the parent support provider may be unable to make a payment when required,
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and amounts available to pay interest on and, during the amortization period, principal of your notes may be reduced, and you may incur losses on your notes.
For more information about the effects of a bankruptcy on your notes, you should read “Some Important Legal Considerations—Matters Relating to Bankruptcy.”
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Federal financial regulatory reform could have an adverse impact on Cellco, the depositor, the trust or the master trust, which could adversely impact the servicing of the receivables or the securitization of device payment plan agreements
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The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the “Dodd-Frank Act,” is extensive legislation that impacts financial institutions and other non-bank companies, including Cellco. The Dodd-Frank Act created the Bureau of Consumer Financial Protection, previously known as the Consumer Financial Protection Bureau (the “CFPB”), an agency responsible for administering and enforcing the laws and regulations for consumer financial products and services, including against non-bank companies.
The Dodd-Frank Act affects the offering, marketing and regulation of consumer financial products and services offered by or through covered persons, which could include Cellco, the depositor, the trust or the master trust. Title X of the Dodd-Frank Act gives the CFPB supervision, examination and enforcement authority over the consumer financial products and services offered by certain non-depository institutions and large insured depository institutions. In particular, three of the primary purposes of the CFPB are to enforce federal consumer financial laws, to ensure that consumers receive clear and accurate disclosures regarding financial products and to protect consumers from discrimination and unfair, deceptive and abusive acts and practices. The CFPB also has broad rulemaking, examination and enforcement authority over parties offering or providing consumer financial products and services or otherwise subject to federal consumer financial laws and authority to prevent “unfair, deceptive or abusive” acts and practices. The CFPB has the authority to write regulations under federal consumer financial laws, and to enforce those laws against and examine a wide variety of large depository institutions and other non-bank providers of consumer financial products and services for compliance. It is also authorized to collect fines and seek various forms of consumer redress in the event of alleged violations, engage in consumer financial education, track consumer complaints, request data and promote the availability of financial services to underserved consumers and communities.
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Depending on how the CFPB functions and its areas of focus, it could increase the compliance costs for Cellco, the depositor, the trust or the master trust. The CFPB is authorized to pursue administrative proceedings or litigation for violations of federal consumer financial laws. In these proceedings, the CFPB can obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other kinds of affirmative relief) and monetary penalties. Also, where a company has violated Title X of the Dodd-Frank Act or CFPB regulations promulgated under the authority granted to the CFPB by Title X, the Dodd-Frank Act empowers state attorneys general and state regulators to bring civil actions for the kind of cease and desist orders available to the CFPB.
In addition, there are other provisions of the Dodd-Frank Act which, if and depending on how they are implemented, could have an adverse impact on the securitization of device payment plan agreements by limiting certain common practices in securitizations. For example, the so-called “Franken Amendment” would allow the SEC to randomly assign securities to nationally accredited rating agencies, and the proposed securitization conflicts of interest rule would prohibit securitization participants from entering into transactions that would involve or result in any material conflict of interest with respect to any investor.
Until all rulemaking is complete, it is not clear whether the Dodd-Frank Act ultimately will have an adverse impact on the servicing of the receivables, on the securitization of the device payment plan agreements or on the regulation and supervision of Cellco, the depositor, the trust or the master trust.
For a discussion on the impact of any investigations based on federal financial regulatory laws and related settlements, see “—The application of credits to obligor accounts may reduce payments received on the receivables, which may delay payments on the notes or result in losses on the notes” above.
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The notes are not suitable for all investors
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The notes are not suitable investments for all investors. In particular, you should not purchase the notes unless you understand the structure, including the priority of payments, and prepayment, credit, liquidity and market risks associated with the notes. The notes are complex securities. There can be no assurance regarding the ability of particular investors to purchase the notes under current or future applicable legal investment or other restrictions or as to the consequences of an investment in the notes for these purposes or under current or future restrictions. Certain regulatory or
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legislative provisions applicable to certain investors may have the effect of limiting or restricting their ability to hold or acquire the notes, which in turn may adversely affect the ability of investors in the notes who are not subject to those provisions to resell their notes in the secondary market and may adversely affect the price realized for the notes.
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A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes, could adversely affect the market value of your notes and/or limit your ability to resell your notes
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The ratings on the notes are not recommendations to purchase, hold or sell the notes and do not address market value or investor suitability. The ratings reflect each rating agency’s assessment of the future performance of the receivables, the credit and payment enhancement on the notes and the likelihood of repayment of the notes. The ratings do not address the likelihood of the payment of make-whole payments. There can be no assurance that the notes will perform as expected or that the ratings will not be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the receivables, a multi-notch downgrade in the debt of Verizon below investment grade, errors in analysis or otherwise. None of the depositor, the sponsor, the parent support provider or any of their affiliates will have any obligation to replace or supplement any credit or payment enhancement or to take any other action to maintain any ratings on the notes. If the ratings on your notes are reduced, withdrawn or qualified, there could be an adverse effect on the market value of your notes and/or on your ability to resell your notes.
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The sponsor has hired three rating agencies that are nationally recognized statistical rating organizations, or “NRSROs,” and will pay them a fee to assign ratings on the notes. The sponsor has not hired any other NRSRO to assign ratings on the notes and is not aware that any other NRSRO has assigned ratings on the notes. However, under SEC rules, information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each NRSRO in order to make it possible for non-hired NRSROs to assign unsolicited ratings on the notes. It is possible that any non-hired NRSRO could assign an unsolicited rating on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the sponsor, the depositor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus. NRSROs, including the hired rating agencies, have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no
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assurance that the rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.
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The rating of the cap counterparty may affect the ratings of the notes
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Any rating agencies rating the notes will consider the provisions of the interest rate cap agreement and any ratings assigned to the cap counterparty. A downgrade, suspension or withdrawal of the rating of the debt of the cap counterparty by any rating agency may result in the downgrade, suspension or withdrawal of the rating assigned by that rating agency to any class (or all classes) of notes. A downgrade, suspension or withdrawal of the rating assigned by any rating agency to a class of notes would likely have adverse consequences on their liquidity or market value.
See “The Cap Agreement.”
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The absence of a secondary market for your notes, financial market disruptions and a lack of liquidity in the secondary market could adversely affect the market value of your notes and/or limit your ability to resell them
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If a secondary market for your notes does not develop, it could limit your ability to resell them. This means that if you want to sell any of your notes before they mature, you may be unable to find a buyer or, if you find a buyer, the selling price may be less than it would have been if a secondary market existed. The underwriters may assist in the resale of notes, but they are not required to do so. Furthermore, financial market disruptions may also adversely affect the market value of your notes and your ability to resell them. In addition, even if a secondary market does develop, it might not continue, it might be disrupted by events in the global financial markets or it might not be sufficiently liquid to allow you to resell your notes.
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The noteholders have limited control over amendments to the indenture and other transaction documents
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As described under “Trust,” “Servicing the Receivables and the Securitization Transaction—Amendments to Transfer and Servicing Agreement” and “Description of the Notes—Amendments to Indenture,” upon the satisfaction of certain requirements, certain amendments to the indenture and other transaction documents can be effected without the consent of any noteholders or with the consent of only a specified percentage of noteholders of the controlling class. There can be no assurance as to whether or not amendments effected without a noteholder vote will adversely affect the performance of the notes.
|
Because the notes are in book-entry form, your rights can only be exercised indirectly
|
Because the notes will be issued in book-entry form, you will be required to hold your interest in the notes through The Depository Trust Company in the United States, or Clearstream Banking, société anonyme or the Euroclear Bank SA/NV, as operator for the Euroclear System or their successors or assigns. Transfers of interests in the notes within these clearing agencies must be made in accordance with the usual rules and operating procedures of those systems. So long as the notes are in book-entry form, you will not be entitled to receive a definitive note representing your interest. The notes will remain in book-entry form except in the limited circumstances described under “Description of the Notes—Book-Entry Registration.” Unless and until the notes cease to be held in book-entry form, the indenture trustee will not recognize you as a “noteholder,” as the term is used in the indenture, except in the limited circumstances relating to the asset representations review, dispute resolution and noteholder communication procedures described in this prospectus. As a result, you will only be able to exercise the rights of noteholders indirectly through your applicable clearing agency and its participating organizations. Holding the notes in book-entry form could also limit your ability to pledge your notes to persons or entities that do not participate in any of these clearing agencies and to take other actions that require a physical certificate representing the notes.
Interest on and principal of the notes will be paid by the trust to The Depository Trust Company as the record holder of the notes while they are held in book-entry form. The Depository Trust Company will credit payments received from the trust to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the trust.
|
|
Certain EU investors are subject to risk retention and due diligence requirements applicable to the notes
|
Various types of European Union regulated investors are or may in the future be subject to regulatory requirements (“EU Risk Retention Requirements”) that restrict investments in securitization transactions unless certain disclosures are made with respect to retention of an economic interest in the securitization transaction by the sponsor or originator, and certain due diligence requirements are met. Failure to comply with one or more of the requirements may result in various penalties including, in the case of those investors subject to regulatory capital requirements, the imposition of a punitive capital charge on the notes acquired by the relevant investor.
|
In addition, aspects of the EU Risk Retention Requirements and what is or will be required to demonstrate compliance to regulators remain unclear. These requirements, and any other changes to the regulation or regulatory treatment of securitization transactions or of the notes applicable to particular investors, may negatively impact the regulatory position of those investors. In addition, these regulations could have a negative impact on the price and liquidity of the notes in the secondary market.
See “EU Risk Retention—EU Risk Retention and Due Diligence Requirements.”
|
||
· |
acquire (i) on or about October 10, 2018 (the “Closing Date”), an initial pool of device payment plan agreements (the “Initial Receivables”), and (ii) from time to time after the Closing Date, as set forth under “Receivables—Receivables and Other Trust Assets,” additional device payment plan agreements (the “Additional Receivables” and, together with the Initial Receivables, the “Receivables”), in each case, including all amounts received and applied on those device payment plan agreements on or after the related cutoff date, and all payments on or under and all proceeds of the device payment plan agreements as described under “Receivables,” and other Trust assets from time to time,
|
· |
issue the notes and the certificates and pledge the Trust assets to U.S. Bank National Association (the “Indenture Trustee”) to secure payments on the notes,
|
· |
enter into and perform its obligations under the transaction documents,
|
· |
make payments on the notes, and
|
· |
engage in other related activities to accomplish these purposes.
|
Class A-1a notes
|
$1,226,000,000.00
|
Class A-1b notes
|
$200,000,000.00
|
Class B notes
|
$98,000,000.00
|
Class C notes
|
$76,000,000.00
|
Reserve Account Initial Deposit(1)
|
$17,877,097.75
|
Certificates / Initial Overcollateralization
|
$187,709,774.71
|
Total
|
$1,805,586,872.46
|
(1) |
The accounts of the Trust are pledged to the Indenture Trustee for the benefit of the noteholders and, although the Trust does not have rights to the accounts, funds on deposit therein will be applied to payments of the notes in certain circumstances, as described in this prospectus.
|
· |
creating the Trust by filing a certificate of Trust with the Delaware Secretary of State,
|
· |
distributing amounts allocable to the certificateholders under the transaction documents, and
|
· |
executing documents on behalf of the Trust.
|
· |
the last Receivable has been paid in full, settled, sold or written-off and all cash collections and other cash proceeds (whether in the form of cash, wire transfer or check) in respect of the Receivables described below under “Receivables” (other than recoveries on written-off receivables) have been received by the Servicer during the period (collectively, “Collections”) and applied, or
|
· |
the Trust has paid all the notes in full, including any Make-Whole Payments due, and all other amounts payable by it under the transaction documents.
|
· |
holding the security interest in the Receivables described below under “Receivables” and other Trust assets on behalf of the noteholders,
|
· |
in its capacity as Paying Agent, administering the collection account, the reserve account, the acquisition account and the negative carry account (collectively referred to herein as the “Trust Bank Accounts”),
|
· |
enforcing remedies at the direction of a majority of the Controlling Class following an Event of Default and acceleration of the notes,
|
· |
acting as note registrar to maintain a record of the noteholders and provide for the registration, transfer, exchange and replacement of the notes,
|
· |
acting as Paying Agent to make payments from the Trust Bank Accounts to the noteholders and others,
|
· |
except in limited circumstances, notifying the noteholders of an Event of Default, and
|
· |
providing written notice to Verizon Communications Inc. (the “Parent Support Provider”) of the failure of any Originator, the Servicer or Cellco, as marketing agent under the transfer and servicing agreement (the “Marketing Agent”), as applicable, to make required payments under the transaction documents.
|
· |
review all Receivables that are 60 days or more delinquent (the “ARR Receivables”) for compliance with the eligibility representations made with respect to those Receivables following receipt of a review notice from the Indenture Trustee, and
|
· |
provide a report on the results of the review to the Administrator, the Depositor, the Issuer, the Servicer and the Indenture Trustee.
|
As of
June 30,
|
As of December 31,
|
||||||||||||
2018
|
2017
|
2017
|
2016
|
2015
|
2014
|
2013
|
|||||||
Number of device payment plan
agreements outstanding (in thousands)
|
45,695
|
44,115
|
45,628
|
41,839
|
26,316
|
7,509
|
593
|
||||||
Aggregate principal balance of
device payment plan agreements
outstanding (in millions)
|
$16,511.40
|
$15,360.82
|
$16,707.60
|
$15,642.62
|
$11,685.31
|
$3,740.92
|
$304.22
|
· |
the customer pays the total retail price of the device, less any applicable down payment, over a 24-month period or, in the case of watches, a 6-month period;
|
· |
0% annual percentage rate;
|
· |
the customer must maintain service with Verizon Wireless;
|
· |
payments are applied first to service, then to the oldest device payment plan agreement, then to more recent device payment plan agreements, in order of origination;
|
· |
the customer may prepay in full at any time without penalty;
|
· |
risk of loss, theft or damage remains with the customer and insurance is recommended, but not required; and
|
· |
the customer has a 14 day cancellation right.
|
Six Months Ended
June 30,
|
Year Ended December 31,
|
|||||||||||||||||||||||||||
2018
|
2017
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||||||||
Number of device payment plan agreements originated (in thousands)(1)
|
11,158
|
11,281
|
24,968
|
24,457
|
21,373
|
7,216
|
585
|
|||||||||||||||||||||
Aggregate principal balance of device payment plan agreements originated (in millions)(1)
|
$
|
7,997.05
|
$
|
7,006.16
|
$
|
16,135.83
|
$
|
15,140.71
|
$
|
12,878.39
|
$
|
4,386.72
|
$
|
325.87
|
||||||||||||||
Aggregate principal balance of device payment plan agreements outstanding (in millions)(2)
|
$
|
16,511.40
|
$
|
15,360.82
|
$
|
16,707.60
|
$
|
15,642.62
|
$
|
11,685.31
|
$
|
3,740.92
|
$
|
304.22
|
||||||||||||||
Average Customer Tenure
(in months)(2)(3) |
106
|
100
|
103
|
97
|
90
|
82
|
80
|
(1) |
Net of cancellations.
|
(2) |
As of period end.
|
(3) |
For a complete description of the calculation of Customer Tenure, see “—Origination Characteristics” above.
|
· |
collecting and applying all payments and credits made on the Receivables,
|
· |
investigating delinquencies,
|
· |
sending invoices and responding to inquiries of Obligors,
|
· |
processing requests for extensions and modifications,
|
· |
administering payoffs, defaults, prepayments and delinquencies,
|
· |
maintaining accurate and complete accounts and computer systems for the servicing of the Receivables,
|
· |
furnishing monthly investor reports, remittance reports and instructions to the Indenture Trustee, and
|
· |
providing the custodian with updated records for the receivable files.
|
· |
late fees;
|
· |
service and all other charges, including, but not limited to, insurance premium payments and purchases (including accessories) billed to the account, other than amounts due under any device payment plan agreement; and
|
· |
any amounts related to any device payment plan agreement, which, in the case of multiple device payment plan agreements related to a single account, will be applied in the order in which the device payment plan agreements were originated with the most recent device payment plan agreement being paid last.
|
As of
June 30,
|
As of December 31,
|
|||||||||||||
2018
|
2017
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||
Number of device payment plan agreements
outstanding (in thousands) |
45,695
|
44,115
|
45,628
|
41,839
|
26,316
|
7,509
|
593
|
|||||||
Aggregate principal balance of device payment plan agreements outstanding (in millions)
|
$16,511.40
|
$15,360.82
|
$16,707.60
|
$15,642.62
|
$11,685.31
|
$3,740.92
|
$304.22
|
|||||||
Average principal balance of device payment plan agreements outstanding (in millions)
|
$16,522.94
|
$15,434.96
|
$15,505.69
|
$13,393.10
|
$7,535.53
|
$1,729.66
|
$139.51
|
As of
June 30,
|
As of December 31,
|
|||||||||||||
2018
|
2017
|
2017
|
2016
|
2015
|
2014
|
2013(1)
|
||||||||
Number of device payment plan agreement delinquencies (in thousands)(2)(3)
|
||||||||||||||
31 - 60 days
|
488
|
449
|
534
|
576
|
331
|
94
|
5
|
|||||||
61 - 90 days
|
160
|
134
|
151
|
187
|
101
|
30
|
*
|
|||||||
91 - 120 days
|
59
|
52
|
71
|
83
|
44
|
15
|
*
|
|||||||
Over 120 days
|
30
|
28
|
28
|
41
|
21
|
8
|
*
|
|||||||
Delinquencies >60 days as a percentage of number of device payment plan agreements outstanding (2)(3)
|
0.54%
|
0.49%
|
0.55%
|
0.74%
|
0.63%
|
0.71%
|
0.09%
|
Six Months Ended
June 30,
|
Year Ended December 31,
|
|||||||||||||
2018
|
2017
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||
Number of device payment plan agreement write-offs (in thousands)
|
417
|
362
|
1,453
|
1,193
|
437
|
77
|
0
|
|||||||
Gross write-offs (in millions)(4)
|
$169.85
|
$134.33
|
$542.02
|
$490.96
|
$201.25
|
$40.46
|
$0.13
|
|||||||
Write-offs as a percentage of average monthly principal balance of device payment plan agreements outstanding(4)(5)
|
1.03%(6)
|
0.87%(6)
|
3.50%
|
3.67%
|
2.67%
|
2.34%
|
0.10%
|
|||||||
Average gross loss on device payment plan agreements written-off(4)
|
$407.77
|
$371.04
|
$372.98
|
$411.38
|
$460.49
|
$528.82
|
$593.24
|
(1) |
Delinquency data unavailable prior to November 2013.
|
(2) |
The period of delinquency is the number of days with unpaid due charges on an account excluding accounts that have been written-off. Delinquency as shown above begins 30 days after billing. As of the most recent bill for the related account at period end.
|
(3) |
A device payment plan agreement is shown as delinquent if any amount owed under the customer account is past due, regardless of whether the amount due on the related device payment plan agreement has been paid in full pursuant to the Servicer’s internal payment waterfall.
|
(4) |
Does not give effect to any recoveries.
|
(5) |
Average monthly principal balance of device payment plan agreements outstanding is calculated using the average of the end of month values of each month during the period.
|
(6) |
Percentages are annualized.
|
* |
Data is greater than 0 but less than 1000.
|
· |
change the final maturity date of any note or change the interest or Make-Whole Payments on or Note Balance of any note,
|
· |
modify the percentage of noteholders or the Controlling Class that are required to consent for any action,
|
· |
modify or alter the definition of “outstanding,” “Amortization Events” or “Controlling Class” or
|
· |
change the amount required to be held in the reserve account, the acquisition account or the negative carry account.
|
· |
failure by (i) the Servicer to deposit, or deliver to the Owner Trustee or Indenture Trustee for deposit, any Collections, (ii) so long as Cellco is the Servicer, the Marketing Agent to deposit, or to cause the related Originators to deposit, any prepayments required by Upgrade Contracts under an Upgrade Program, or (iii) so long as Cellco is the Servicer, the Parent Support Provider to make the payments set forth in clause (i) or clause (ii) above to the extent the Servicer or the Marketing Agent or any related Originator, respectively, fails to do so, in each case, which failure continues for five Business Days after the Servicer, Marketing Agent or Parent Support Provider, as applicable, receives written notice of the failure from the Owner Trustee or the Indenture Trustee, or a responsible person of the Servicer, the Marketing Agent, or the Parent Support Provider, as applicable, obtains actual knowledge of the failure, or
|
· |
failure by the Servicer (including in its capacity as custodian) to fulfill its duties under certain transaction documents (other than pursuant to the immediately preceding bullet point or the immediately following bullet point), which failure has a material adverse effect on the noteholders and continues for 90 days after the Servicer receives written notice of the failure from the Owner Trustee, the Indenture Trustee or the holders of at least a majority of the Note Balance of the Controlling Class, or
|
· |
so long as Cellco is the Servicer, failure by (i) the Marketing Agent to make, or to cause the related Originator to make, any payments required to be paid by the Marketing Agent, including without limitation Credit Payments or payments relating to the acquisition by the Marketing Agent or the related Originator of Receivables that are subject to certain transfers, but not including prepayments required by Upgrade Contracts under an Upgrade Program, or (ii) the Parent Support Provider to make any payments set forth in clause (i) above, to the extent that the Marketing Agent or the related Originator fails to do so, in either case, that continues for ten Business Days after the Marketing Agent or Parent Support Provider, as applicable, receives written notice of the failure from the Owner Trustee or the Indenture Trustee, or a responsible person of the Marketing Agent or the Parent Support Provider, as applicable, obtains actual knowledge of the failure, or
|
· |
bankruptcy of the Servicer;
|
· |
the Receivables and Collections on the Receivables received after the end of the calendar day on the applicable cutoff date (other than net recoveries on written-off receivables, including any proceeds from the sale of a wireless device securing a Receivable, which will be retained by the Servicer as a supplemental servicing fee and Collections on Temporarily Excluded Receivables),
|
· |
funds in the Trust Bank Accounts,
|
· |
rights to payments received under the interest rate cap agreement, dated on or before the Closing Date (the “Cap Agreement”) between the Trust and the Cap Counterparty,
|
· |
rights of the Trust under the transfer and servicing agreement, the receivables transfer agreements and the other transaction documents, including rights to any credit or payment enhancements described in this prospectus,
|
· |
rights to funds from (i) the reacquisition by Originators or the acquisition by the Servicer (in the case of Receivables transferred by the Master Trust) of Receivables that, as of the applicable cutoff date, are not Eligible Receivables, (ii) the acquisition by the Servicer of Receivables that breach certain covenants, (iii) the acquisition by the Marketing Agent or the reacquisition by an Originator of Receivables that are subject to certain transfers, (iv) Credit Payments and Upgrade Prepayments made by the Marketing Agent or an Originator, and (v) any amounts remitted by the Parent Support Provider under the parent support agreement, and
|
· |
all proceeds of the above.
|
· |
as of the related cutoff date, the Obligor on the account for the Receivable had a billing address in the United States or in a territory of the United States;
|
· |
as of the related cutoff date, the remaining term of the Receivable was less than or equal to 24 months;
|
· |
the Receivable did not contain a contractual right to an upgrade of the device related to the device payment plan agreement at the time the Receivable was originated;
|
· |
the origination date of the Receivable was at least 15 days prior to the related cutoff date;
|
· |
as of the related cutoff date, as indicated on the records of the related Originator, one of its Affiliates or the Servicer, the Obligor on the account for the Receivable maintains service with Verizon Wireless;
|
· |
under the Receivable, there is no prepayment penalty;
|
· |
as of the related cutoff date, the Receivable is not associated with the account of a business or government customer;
|
· |
as of the related cutoff date, the Obligor on the account for the Receivable is not indicated to be subject to a current bankruptcy proceeding on the records of the related Originator (or, with respect to Receivables transferred from the Master Trust, the Servicer) or one of its affiliates, acting as its agent;
|
· |
as of the related cutoff date, it is not a Receivable that is part of an account (i) on which any amount is 31 days or more delinquent by the Obligor, or (ii) that is in “suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act, as amended) in accordance with the Servicer’s Customary Servicing Procedures;
|
· |
the Receivable is denominated and payable only in U.S. dollars;
|
· |
the Receivable is a legal and binding obligation of the related Obligor enforceable against the Obligor in accordance with its terms;
|
· |
the Obligor under the Receivable is required to make payments no less frequently than monthly under the related device payment plan agreement;
|
· |
as of the related cutoff date, the outstanding balance of the Receivable does not exceed $2,000; and
|
· |
as of the related cutoff date, either (i) at least one payment made by the Obligor under the related device payment plan agreement has been received with respect to the related Receivable, or (ii) the related Obligor has at least one year of customer tenure with Verizon Wireless.
|
Number of Receivables
|
3,425,673
|
Number of accounts
|
3,094,496
|
Aggregate original principal balance
|
$2,474,186,028.59
|
Aggregate principal balance
|
$1,926,312,751.06
|
Principal balance
|
|
Minimum
|
$50.11
|
Maximum
|
$1,349.99
|
Average
|
$562.32
|
Average monthly payment
|
$30.69
|
Weighted average remaining installments (in months)(1)
|
19
|
Weighted average FICO® Score(1)(2)(3)
|
711
|
Percentage of Receivables with Obligors without a FICO® Score(3)
|
4.23%
|
Percentage of Receivables with Obligors with a down payment(4)
|
6.61%
|
Percentage of Receivables with Obligors with smart phones
|
97.41%
|
Percentage of Receivables with Obligors with basic phones, tablets or watches
|
2.59%
|
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
57.50%
|
Percentage of Receivables with device insurance
|
50.96%
|
Percentage of Receivables with account level device insurance(6)
|
18.27%
|
Geographic concentration (Top 3 States)(7)
|
|
California
|
10.92%
|
New York
|
6.03%
|
Florida
|
5.59%
|
Weighted average Customer Tenure (in months)(1)(8)
|
96
|
Percentage of Receivables with monthly payments
|
100.00%
|
Percentage of Receivables with 0.00% APR
|
100.00%
|
Percentage of Receivables with 24 month original term
|
99.57%
|
Percentage of Receivables with 6 month original term
|
0.43%
|
Financing for wireless devices
|
100.00%
|
Unsecured Receivables
|
100.00%
|
(1) |
Weighted averages are weighted by the aggregate principal balance of the Initial Receivables as of the initial cutoff date.
|
(2) |
Excludes Receivables that have Obligors who did not have FICO® Scores because they are individuals with minimal or no recent credit history.
|
(3) |
This FICO® Score reflects the FICO® Score 8 of the related Obligor. The FICO® Score is calculated, with respect to each Obligor, on or about the date on which the Receivable was originated.
|
(4) |
Includes both voluntary and required down payments.
|
(5) |
Comprised of Obligors whose wireless devices are subject to Verizon Wireless’ current Annual Upgrade Program.
|
(6) |
See “Origination and Description of Device Payment Plan Agreement Receivables—Insurance on Wireless Devices.” Excludes Receivables with device insurance.
|
(7) |
Based on the billing addresses of the Obligors.
|
(8) |
For a complete description of the calculation of Customer Tenure, see “Origination and Description of Device Payment Plan Agreement Receivables—Origination Characteristics.”
|
Geographic Concentration
|
Number of Receivables
|
Aggregate Principal Balance
|
Percentage of Aggregate Principal Balance
|
|||||||||
California
|
365,754
|
$
|
210,446,279.78
|
10.92
|
%
|
|||||||
New York
|
202,445
|
116,116,824.20
|
6.03
|
|||||||||
Florida
|
189,575
|
107,715,767.20
|
5.59
|
|||||||||
Texas
|
176,532
|
101,997,176.51
|
5.29
|
|||||||||
Ohio
|
166,945
|
91,007,996.99
|
4.72
|
|||||||||
North Carolina
|
153,891
|
85,902,095.32
|
4.46
|
|||||||||
New Jersey
|
128,800
|
73,362,313.67
|
3.81
|
|||||||||
Georgia
|
127,464
|
72,370,416.85
|
3.76
|
|||||||||
Pennsylvania
|
132,214
|
71,719,615.54
|
3.72
|
|||||||||
Michigan
|
118,519
|
65,377,271.80
|
3.39
|
|||||||||
Virginia
|
111,773
|
62,649,731.77
|
3.25
|
|||||||||
All other
|
1,551,761
|
867,647,261.43
|
45.04
|
|||||||||
Total
|
3,425,673
|
$
|
1,926,312,751.06
|
100.00
|
%
|
(1) |
The table shows the states with concentrations greater than 3.00% of the aggregate principal balance of the Initial Receivables as of the initial cutoff date based on the billing addresses of the Obligors.
|
FICO® Score
|
Number of Receivables
|
Aggregate Principal Balance
|
Percentage of Aggregate Principal Balance
|
Percentage of Overall Device Payment Plan Portfolio(2)
|
|||||||||||||
No FICO® Score(3)
|
148,109
|
$
|
81,486,593.92
|
4.23
|
%
|
4.39
|
%
|
||||||||||
250 – 599
|
493,245
|
284,897,109.24
|
14.79
|
16.20
|
|||||||||||||
600 – 649
|
373,600
|
215,744,437.76
|
11.20
|
11.72
|
|||||||||||||
650 – 699
|
477,504
|
274,782,221.40
|
14.26
|
14.23
|
|||||||||||||
700 – 749
|
538,583
|
306,765,577.44
|
15.93
|
15.35
|
|||||||||||||
750 or greater
|
1,394,632
|
762,636,811.30
|
39.59
|
38.13
|
|||||||||||||
Total
|
3,425,673
|
$
|
1,926,312,751.06
|
100.00
|
%
|
100.00
|
%
|
(1) |
This FICO® Score reflects the FICO® Score 8 of the related Obligor. The FICO® Score is calculated with respect to each Obligor on or about the date on which such Receivable was originated.
|
(2) |
Represents the aggregate principal balance of device payment plan agreements in the device payment plan portfolio in each FICO® Score Range as a percentage of the aggregate principal balance of the device payment plan portfolio as of the initial cutoff date.
|
(3) |
Represents Initial Receivables that have Obligors who did not have FICO® Scores because they are individuals with minimal or no recent credit history.
|
Customer Tenure
|
Number of Receivables
|
Aggregate
Principal Balance
|
Percentage of Aggregate Principal Balance
|
|||||||||
Less than 7 months
|
485,657
|
$
|
270,693,629.76
|
14.05
|
%
|
|||||||
7 months to less than 12 months
|
78,219
|
45,844,801.02
|
2.38
|
|||||||||
12 months to less than 24 months
|
186,859
|
109,756,825.94
|
5.70
|
|||||||||
24 months to less than 36 months
|
206,640
|
117,648,383.62
|
6.11
|
|||||||||
36 months to less than 48 months
|
196,457
|
112,097,790.99
|
5.82
|
|||||||||
48 months to less than 60 months
|
184,044
|
104,914,006.50
|
5.45
|
|||||||||
60 months or greater
|
2,087,797
|
1,165,357,313.23
|
60.50
|
|||||||||
Total
|
3,425,673
|
$
|
1,926,312,751.06
|
100.00
|
%
|
(1) |
For a complete description of the calculation of Customer Tenure, see “Origination and Description of Device Payment Plan Agreement Receivables—Origination Characteristics.”
|
Distribution of the Monthly Payment on the Initial Receivables
|
|||||||||||||
Monthly Payment
|
Number of Receivables
|
Aggregate
Principal Balance
|
Percentage of Aggregate Principal Balance
|
||||||||||
$0.01 - $15.00
|
389,567
|
$
|
69,299,161.13
|
3.60
|
%
|
||||||||
$15.01 - $20.00
|
187,961
|
61,347,676.15
|
3.18
|
||||||||||
$20.01 - $25.00
|
199,979
|
80,588,325.60
|
4.18
|
||||||||||
$25.01 - $30.00
|
727,593
|
386,229,022.51
|
20.05
|
||||||||||
$30.01 - $35.00
|
860,715
|
530,056,274.42
|
27.52
|
||||||||||
$35.01 - $40.00
|
571,001
|
410,585,354.99
|
21.31
|
||||||||||
$40.01 - $45.00
|
278,275
|
223,344,843.93
|
11.59
|
||||||||||
Greater than $45.00
|
210,582
|
164,862,092.33
|
8.56
|
||||||||||
Total
|
3,425,673
|
$
|
1,926,312,751.06
|
100.00
|
%
|
Distribution of the Remaining Installments on the Initial Receivables
|
||||||||||||
Remaining Installments
|
Number of Receivables
|
Aggregate
Principal Balance
|
Percentage of Aggregate Principal Balance
|
|||||||||
23 months
|
83
|
$
|
53,866.91
|
*
|
||||||||
22 months
|
311,212
|
208,238,886.82
|
10.81
|
%
|
||||||||
21 months
|
617,066
|
403,436,910.77
|
20.94
|
|||||||||
20 months
|
535,589
|
338,988,036.19
|
17.60
|
|||||||||
19 months
|
409,101
|
252,322,166.55
|
13.10
|
|||||||||
18 months
|
340,521
|
200,597,672.53
|
10.41
|
|||||||||
17 months
|
244,496
|
135,502,287.67
|
7.03
|
|||||||||
16 months
|
191,737
|
98,664,681.91
|
5.12
|
|||||||||
15 months
|
162,048
|
78,695,271.08
|
4.09
|
|||||||||
14 months
|
162,956
|
75,177,692.46
|
3.90
|
|||||||||
13 months
|
105,872
|
43,897,279.21
|
2.28
|
|||||||||
12 months
|
84,760
|
30,681,809.20
|
1.59
|
|||||||||
11 months
|
49,626
|
15,865,706.30
|
0.82
|
|||||||||
10 months
|
36,554
|
10,202,515.64
|
0.53
|
|||||||||
9 months
|
29,374
|
7,725,883.61
|
0.40
|
|||||||||
8 months
|
24,876
|
5,952,349.84
|
0.31
|
|||||||||
7 months
|
18,825
|
4,102,419.85
|
0.21
|
|||||||||
6 months
|
14,036
|
2,651,197.54
|
0.14
|
|||||||||
5 months
|
12,186
|
2,002,441.38
|
0.10
|
|||||||||
4 months
|
12,944
|
2,757,025.61
|
0.14
|
|||||||||
3 months
|
17,259
|
3,581,009.00
|
0.19
|
|||||||||
2 months
|
23,808
|
3,183,056.50
|
0.17
|
|||||||||
1 month
|
14,362
|
1,509,537.77
|
0.08
|
|||||||||
0 months
|
6,382
|
523,046.72
|
0.03
|
|||||||||
Total
|
3,425,673
|
$
|
1,926,312,751.06
|
100.00
|
%
|
Distribution of the Last Payment Type on the Initial Receivables
|
||||||||||||
Last Payment Type
|
Number of Receivables
|
Aggregate
Principal Balance
|
Percentage of Aggregate Principal Balance
|
|||||||||
Credit or Debit Card
|
1,579,325
|
$
|
909,057,089.13
|
47.19
|
%
|
|||||||
ACH
|
1,041,843
|
583,167,593.16
|
30.27
|
|||||||||
Direct Debit
|
474,447
|
270,612,637.03
|
14.05
|
|||||||||
Check
|
257,207
|
123,853,940.98
|
6.43
|
|||||||||
Cash or Other(1)
|
72,851
|
39,621,490.76
|
2.06
|
|||||||||
Total
|
3,425,673
|
$
|
1,926,312,751.06
|
100.00
|
%
|
|||||||
(1) Includes payments received in the form of cash and Verizon-specific gift cards or through an indirect agent.
|
· |
the weighted average FICO® Score of the Obligors with respect to the Receivables is at least 685 (excluding Receivables with Obligors for whom FICO® Scores are not available),
|
· |
Receivables with Obligors for whom FICO® Scores are not available represent no more than 5.00% of the Pool Balance,
|
· |
Receivables with Obligors that have less than 12 months of Customer Tenure with Verizon Wireless represent no more than 28.00% of the Pool Balance,
|
· |
Receivables with Obligors that have 7 months or more, but less than 24 months of Customer Tenure with Verizon Wireless represent no more than 15.00% of the Pool Balance,
|
· |
Receivables with Obligors that have 60 months or more of Customer Tenure with Verizon Wireless represent at least 50.00% of the Pool Balance,
|
· |
Receivables with Obligors that have less than 12 months of Customer Tenure with Verizon Wireless and (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650, represent no more than 10.00% of the Pool Balance,
|
· |
Receivables with Obligors that have 12 months or more, but less than 60 months of Customer Tenure with Verizon Wireless and (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650, represent no more than 55.00% of the aggregate principal balance of all Receivables with Obligors that have 12 months or more, but less than 60 months of Customer Tenure with Verizon Wireless, and
|
· |
Receivables with Obligors that have 60 months or more of Customer Tenure with Verizon Wireless and (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650, represent no more than 30.00% of the aggregate principal balance of all Receivables with Obligors that have 60 months or more of Customer Tenure with Verizon Wireless.
|
Weighted average FICO® Score(1)(2)(3)
|
711
|
Percentage of Receivables with Obligors without a FICO® Score(3)
|
4.23%
|
Percentage of Receivables with Obligors with:
|
|
Less than 12 months of Customer Tenure with Verizon Wireless(4)
|
16.43%
|
7 months or more, but less than 24 months of Customer Tenure with Verizon Wireless(4)
|
8.08%
|
60 months or more of Customer Tenure with Verizon Wireless(4)
|
60.50%
|
Percentage of Receivables with Obligors (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650 and with:
|
|
Less than 12 months of Customer Tenure with Verizon Wireless(3)(4)
|
7.91%
|
12 months or more, but less than 60 months of Customer Tenure with Verizon
Wireless (3)(4)(5)
|
38.47%
|
60 months or more of Customer Tenure with Verizon Wireless (3)(4)(6)
|
22.21%
|
(1) |
Weighted averages are weighted by the aggregate principal balance of the Initial Receivables as of the initial cutoff date.
|
(2) |
Excludes Receivables that have Obligors who did not have FICO® Scores because they are individuals with minimal or no recent credit history.
|
(3) |
This FICO® Score reflects the FICO® Score 8 of the related Obligor. The FICO® Score is calculated with respect to each Obligor on or about the date on which such Receivable was originated.
|
(4) |
For a complete description of the calculation of Customer Tenure, see “Origination and Description of Device Payment Plan Agreement Receivables—Origination Characteristics.”
|
(5) |
As a percentage of the aggregate principal balance for Receivables with Obligors with 12 months or more, but less than 60 months of Customer Tenure with Verizon Wireless.
|
(6) |
As a percentage of the aggregate principal balance for Receivables with Obligors with 60 months or more of Customer Tenure with Verizon Wireless.
|
· |
immediately before each transfer of the Receivables to the Depositor, the related Originator or the Master Trust, as applicable, had good title to each Receivable transferred by it, free and clear of any liens not permitted by the transaction documents,
|
· |
the Receivables transferred to the Depositor were originated in accordance with all applicable requirements of the underwriting procedures of the applicable Originator in all material respects and have been serviced in compliance with applicable laws in all material respects,
|
· |
the Depositor will own the Receivables free and clear of any liens not permitted by the transaction documents and have a perfected security interest in the Receivables following the transfer of the Receivables by the Originator or the Master Trust, as applicable, to the Depositor,
|
· |
there is no right of rescission, setoff, counterclaim or defense asserted or threatened against the Receivables, including by reason of the Marketing Agent’s failure to make, or to cause the related Originator to make, any Upgrade Prepayments related to an Upgrade Offer, and
|
· |
each of the Receivables is either an “account” or “payment intangible,” or, if such Receivable is secured by the related wireless device, “chattel paper,” in each case, within the meaning of the applicable Uniform Commercial Code.
|
· |
a delinquency trigger occurs; and
|
· |
the required amount of noteholders vote to direct an Asset Representations Review.
|
· |
a trade confirmation,
|
· |
an account statement,
|
· |
a letter from a broker dealer that is reasonably acceptable to the Indenture Trustee, or
|
· |
any other form of documentation that is reasonably acceptable to the Indenture Trustee.
|
· |
a “First Priority Principal Payment” payable to the noteholders, sequentially by class, the greater of (a) an amount (not less than zero) equal to the aggregate Note Balance of the Class A notes as of the immediately preceding Payment Date (or, for the initial Payment Date, as of the Closing Date) minus the Adjusted Pool Balance, and (b) on and after the final maturity date for the Class A notes, the aggregate Note Balance of the Class A notes until paid in full,
|
· |
a “Second Priority Principal Payment” payable to the noteholders, sequentially by class, the greater of (a) an amount (not less than zero) equal to the aggregate Note Balance of the Class A and Class B notes as of the immediately preceding Payment Date (or, for the initial Payment Date, as of the Closing Date) minus the sum of the Adjusted Pool Balance and the First Priority Principal Payment, and (b) on and after the final maturity date for the Class B notes, the Note Balance of the Class B notes until paid in full,
|
· |
a “Third Priority Principal Payment” payable to the noteholders, sequentially by class, the greater of (a) an amount (not less than zero) equal to the aggregate Note Balance of the Class A, Class B and Class C notes as of the immediately preceding Payment Date (or, for the initial Payment Date, as of the Closing Date) minus the sum of the Adjusted Pool Balance, the First Priority Principal Payment and the Second Priority Principal Payment, and (b) on and after the final maturity date for the Class C notes, the Note Balance of the Class C notes until paid in full, and
|
· |
a “Regular Priority Principal Payment” payable to the noteholders, sequentially by class, the greater of (A) an amount (not less than zero) equal to the excess, if any, of (a) the aggregate Note Balance of the Class A, Class B and Class C notes as of the immediately preceding Payment Date (or for the initial Payment Date, as of the Closing Date) minus the sum of any First Priority Principal Payment, Second Priority Principal Payment and Third Priority Principal Payment for the current Payment Date, over (b) the Adjusted Pool Balance as of the last day of the related collection period minus the Overcollateralization Target Amount, and (B) on and after the final maturity date for any class of notes, the amount that is necessary to reduce the Note Balance of each class, as applicable, to zero (after the application of any First Priority Principal Payment, Second Priority Principal Payment and Third Priority Principal Payment).
|
· |
first, pro rata, to the Class A-1a and Class A-1b notes, based on the Note Balance of the Class A-1a and Class A-1b notes on that Payment Date, before giving effect to any payments made on that date, until each class of notes is paid in full;
|
· |
second, to the Class B notes until paid in full; and
|
· |
third, to the Class C notes until paid in full.
|
· |
on any Payment Date during the Revolving Period (a) interest due is not paid on the notes, (b) the Required Reserve Amount is not on deposit in the reserve account or (c) the Required Negative Carry Amount is not on deposit in the negative carry account,
|
· |
for any Payment Date, the sum of the fractions, expressed as percentages for each of the three collection periods immediately preceding that Payment Date, calculated by dividing the aggregate principal balance of all written-off receivables which are written-off during each of the three prior collection periods by the Pool Balance as of the first day of each of those collection periods, multiplied by four, exceeds 10.00%,
|
· |
for any Payment Date, the sum of the fractions, expressed as percentages for each of the three collection periods immediately preceding that Payment Date, calculated by dividing the aggregate principal balance of all Receivables that are 91 days or more delinquent at the end
|
· |
the Adjusted Pool Balance is less than 50.00% of the aggregate Note Balance,
|
· |
on any Payment Date, after giving effect to all payments to be made and the acquisition of Receivables on that date, the amount of “overcollateralization” for the notes is not at least equal to the Overcollateralization Target Amount; provided, that if the Overcollateralization Target Amount is not reached on any Payment Date solely due to a change in the percentage used to calculate the Overcollateralization Target Amount as described under “Credit and Payment Enhancement—Overcollateralization,” that event will not constitute an “Amortization Event” unless the Overcollateralization Target Amount is not reached by the end of the third month after the related Payment Date,
|
· |
a Servicer Termination Event has occurred and is continuing, or
|
· |
an Event of Default has occurred and is continuing.
|
· |
for any Make-Whole Payment due, other than with respect to an Optional Redemption:
|
o |
for each class of notes other than the Class A-1b notes, the excess of (a) the present value of (i) the amount of all future interest payments that would otherwise accrue on the principal payment until the Payment Date in November 2020 and (ii) the principal payment, with each payment discounted from the Payment Date in November 2020 to that Payment Date monthly on a 30/360 day basis at 0.15% plus the higher of (1) zero and (2) the then-current maturity matched U.S. Treasury rate to that payment over (b) the principal payment; or
|
o |
for the Class A-1b notes, the excess of (a) the present value of (i) the amount of all future interest payments that would otherwise accrue on the principal payment at an interest rate of One-Month LIBOR applicable to that Payment Date plus the spread applicable to the Class A-1b notes until the Payment Date in November 2020 and (ii) the principal payment, with each payment discounted from the Payment Date in November 2020 to that Payment Date monthly on an actual/360 day basis at One-Month LIBOR applicable to that Payment Date over (b) the principal payment; and
|
· |
for any Make-Whole Payment due with respect to an Optional Redemption,
|
o |
for each class of notes other than the Class A-1b notes, the excess of (a) the present value of (i) the amount of all future interest payments that would otherwise
|
accrue on such class of notes assuming principal payments on such class are made based on the Assumed Amortization Schedule for such class and (ii) the amount of all future principal payments that would otherwise be paid on such class of notes assuming principal payments on such class are paid based on the Assumed Amortization Schedule for such class, each such amount discounted from the Payment Date on which such payment would be made in accordance with the Assumed Amortization Schedule to the Payment Date on which the Optional Redemption occurs, monthly on a 30/360 day basis at 0.15% plus the higher of (1) zero and (2) the then-current maturity matched U.S. Treasury rate to such payment over (b) the Note Balance of such class of notes immediately prior to the Optional Redemption; or
|
o |
for the Class A-1b notes, the excess of (a) the present value of (i) the amount of all future interest payments that would otherwise accrue on the Class A-1b notes at an interest rate of One-Month LIBOR applicable to such Payment Date plus the spread applicable to the Class A-1b notes assuming principal payments on the Class A-1b notes are made based on the Assumed Amortization Schedule for the Class A-1b notes and (ii) the amount of all future principal payments that would otherwise be paid on the Class A-1b notes assuming principal payments on the Class A-1b notes are paid based on the Assumed Amortization Schedule for the Class A-1b notes, each such amount discounted from the Payment Date on which such payment would be made in accordance with the Assumed Amortization Schedule to the Payment Date on which the Optional Redemption occurs, monthly on an actual/360 day basis at One-Month LIBOR applicable to such Payment Date over (b) the Note Balance of the Class A-1b notes immediately prior to the Optional Redemption.
|
(1) |
to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer all amounts due, including (x) fees and (y) expenses and indemnities up to a maximum aggregate amount, in the case of clause (y) of $400,000 per year; provided¸ that after the occurrence of an Event of Default (other than an Event of Default described in the third bullet
|
(2) |
to the Servicer, all servicing fees due, and to any successor Servicer, a one-time successor Servicer engagement fee of $150,000, payable on the first Payment Date following its assumption of duties as successor Servicer,
|
(3) |
to the Class A-1a and Class A-1b noteholders, the aggregate amount of interest due on the Class A notes, distributed pro rata based on the amount of interest due to the Class A-1a and Class A-1b notes,
|
(4) |
during the Amortization Period, to the noteholders, principal in an amount equal to the First Priority Principal Payment, if any,
|
(5) |
to the Class B noteholders, interest due on the Class B notes,
|
(6) |
during the Amortization Period, to the noteholders, principal in an amount equal to the Second Priority Principal Payment, if any,
|
(7) |
to the Class C noteholders, interest due on the Class C notes,
|
(8) |
during the Amortization Period, to the noteholders, principal in an amount equal to the Third Priority Principal Payment, if any,
|
(9) |
during the Amortization Period, to the noteholders, principal in an amount equal to the Regular Priority Principal Payment, if any,
|
(10) |
solely if an Amortization Event has occurred and is continuing, to the noteholders, sequentially by class (with any principal payments applied to the Class A notes allocated to the Class A-1a and Class A-1b notes, pro rata, based on the Note Balance of the Class A-1a and Class A-1b notes on the related Payment Date, before giving effect to any payments made on that date, remaining amounts due on the notes until the Note Balance of each class of notes is paid in full,
|
(11) |
to any successor Servicer, the excess, if any, of $425,000 over the Servicing Fee,
|
(12) |
to the reserve account, the amount, if any, necessary to cause the amount in the reserve account to equal the Required Reserve Amount,
|
(13) |
during the Revolving Period, to the acquisition account, an amount equal to the Acquisition Deposit Amount for the Payment Date,
|
(14) |
during the Revolving Period, to the negative carry account, the amount, if any, necessary to cause the amount in the negative carry account to equal the Required Negative Carry Amount,
|
(15) |
to the noteholders, any Make-Whole Payments due on the notes, payable sequentially by class (with any Make-Whole Payments applied to the Class A notes allocated to the Class A-1a and Class A-1b notes, pro rata, based on the Make-Whole Payment due to each of the Class A-1a and Class A-1b notes),
|
(16) |
(i) to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, all remaining amounts due but not paid under priority (1), and (ii) to the Administrator, reimbursement of fees and expenses of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer paid by the Administrator on behalf of the Trust pursuant to the administration agreement,
|
(17) |
to any other parties as the Administrator has identified, any remaining expenses of the Trust, and
|
(18) |
to the certificateholders, all remaining Available Funds.
|
(1) |
to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, all amounts due, including fees, expenses and indemnities,
|
(2) |
to the Servicer, all unpaid servicing fees, and to any successor Servicer, a one-time successor Servicer engagement fee of $150,000, payable on the first Payment Date following its assumption of duties as successor Servicer,
|
(3) |
to the Class A-1a and Class A-1b noteholders, the aggregate amount of interest due on the Class A notes, distributed pro rata based on the amount of interest due to the Class A-1a and Class A-1b notes,
|
(4) |
to the Class A-1a and Class A-1b noteholders, principal of the Class A-1a and Class A-1b notes, pro rata, based on the Note Balance of the Class A-1a and Class A-1b notes on that Payment Date, before giving effect to any payments made on that date, until each class of notes is paid in full,
|
(5) |
to the Class B noteholders, interest due on the Class B notes,
|
(6) |
to the Class B noteholders, principal of the Class B notes until paid in full,
|
(7) |
to the Class C noteholders, interest due on the Class C notes,
|
(8) |
to the Class C noteholders, principal of the Class C notes until paid in full,
|
(9) |
to any successor Servicer, the excess, if any, of $425,000 over the Servicing Fee,
|
(10) |
to the noteholders, any Make-Whole Payments due on the notes, payable sequentially by class (with any Make-Whole Payments applied to the Class A notes allocated to the Class A-1a and Class A-1b notes, pro rata, based on the Make-Whole Payment due to the Class A-1a and Class A-1b notes),
|
(11) |
to the parties identified by the Administrator, any remaining expenses of the Trust, and
|
(12) |
to the certificateholders, any remaining amounts.
|
· |
failure to pay interest due on any class of notes of the Controlling Class within five days after any Payment Date,
|
· |
failure to pay the Note Balance of, or any Make-Whole Payments due on, any class of notes in full by its final maturity date,
|
· |
failure by the Trust to observe or perform any material covenant or agreement made in the indenture, or any representation or warranty of the Trust made in the indenture or in any officer’s certificate delivered under the indenture is incorrect in any material respect when made, and, in either case, is not cured for a period of 60 days after written notice was given to the Trust by the Indenture Trustee or to the Trust and the Indenture Trustee by the holders of at least 25% of the Note Balance of the Controlling Class, or
|
· |
a bankruptcy or dissolution of the Trust.
|
· |
notice of the rescission is given before a judgment for payment of the amount due is obtained by the Indenture Trustee,
|
· |
the Trust has deposited with the Indenture Trustee an amount sufficient to make all payments of interest and principal due on the notes (other than amounts due only because of the acceleration of the notes) and all other outstanding fees and expenses of the Trust (including fees, expenses and indemnities of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer), and
|
· |
all Events of Default (other than the nonpayment of amounts due only because of the acceleration of the notes) are cured or waived by the holders of a majority of the Note Balance of the Controlling Class.
|
· |
file a lawsuit for the collection of the notes and enforce any judgment obtained, and
|
· |
take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the noteholders.
|
· |
if an Event of Default occurs because of the late payment of interest on or principal of any note, the Indenture Trustee may sell the Receivables without obtaining the consent of the noteholders.
|
· |
if an Event of Default occurs because of the bankruptcy or dissolution of the Trust, the Indenture Trustee may only sell the Receivables if:
|
— |
all of the noteholders of the Controlling Class consent to the sale,
|
— |
the proceeds of the sale are expected to be sufficient to pay all amounts owed by the Trust, including payments on the notes, or
|
— |
the Indenture Trustee determines that the assets of the Trust would not be sufficient on an ongoing basis to pay all amounts owed by the Trust, including payments on the notes as those payments would have become due if the obligations had not been accelerated, and the Indenture Trustee obtains the consent of the holders of 66-2/3% of the Note Balance of the Controlling Class.
|
· |
if an Event of Default occurs because of a breach of a representation or covenant of the Trust, the Indenture Trustee may only sell the Receivables if:
|
— |
all of the noteholders consent to the sale, or
|
— |
the proceeds of the sale are expected to be sufficient to pay all amounts owed by the Trust, including payments on the notes.
|
· |
the noteholder has given notice to the Indenture Trustee of a continuing Event of Default,
|
· |
the holders of at least 25% of the Note Balance of the Controlling Class have requested the Indenture Trustee to begin the legal proceeding,
|
· |
the requesting noteholders have offered reasonable indemnity satisfactory to the Indenture Trustee against any liabilities that the Indenture Trustee may incur in complying with the request,
|
· |
the Indenture Trustee has failed to begin the legal proceeding within 60 days after its receipt of the foregoing notice, request and offer of indemnity, and
|
· |
the holders of a majority of the Note Balance of the Controlling Class have not given the Indenture Trustee any inconsistent direction during the 60-day period.
|
· |
a statement that the Trust received a communication request,
|
· |
the name of the requesting noteholder or Verified Note Owner,
|
· |
the date the request was received,
|
· |
a statement that the Administrator has received the request from that noteholder or Verified Note Owner that it is interested in communicating with other noteholders and Note Owners about the possible exercise of rights under the transaction documents, and
|
· |
a description of the method by which the other noteholders and Note Owners may contact the requesting noteholder or Verified Note Owner.
|
· |
the Indenture Trustee has received all notes for cancellation or, with some limitations, funds sufficient to pay all notes in full,
|
· |
the Trust has paid all other amounts payable by it under the transaction documents, and
|
· |
the Trust has delivered an officer’s certificate and a legal opinion to the Indenture Trustee each stating that all conditions to the satisfaction and discharge of the indenture have been satisfied.
|
· |
further protect the Indenture Trustee’s interest in the Receivables and other Trust assets subject to the lien of the indenture,
|
· |
add to the covenants of the Trust for the benefit of the noteholders,
|
· |
transfer or pledge any Trust assets to the Indenture Trustee,
|
· |
cure any ambiguity, correct any mistake or add any provision that is not inconsistent with any other provision of the indenture, so long as it will not have a material adverse effect on the noteholders and to correct any manifest error in the terms of the indenture as compared to the terms set forth in this prospectus, and
|
· |
to modify, eliminate or add to the terms of the indenture to effect the qualification of the indenture under the TIA and to add to the indenture another terms required by the TIA.
|
· |
change the final maturity date of any note or change the interest or Make-Whole Payments on or Note Balance of any note,
|
· |
modify the percentage of noteholders or the Controlling Class that are required to consent for any action,
|
· |
modify or alter the definition of “outstanding,” “Amortization Events” or “Controlling Class,”
|
· |
change the amount required to be held in the reserve account, the acquisition account or the negative carry account,
|
· |
impair the right of the noteholders to begin suits to enforce the indenture, or
|
· |
permit the creation of any lien ranking prior or equal to, or otherwise impair, the lien of the Indenture Trustee in the Trust assets.
|
· |
the Administrator determines that DTC is no longer willing or able to discharge properly its responsibilities as depository for the notes and the Administrator cannot appoint a qualified successor,
|
· |
the Administrator notifies the Indenture Trustee that it elects to terminate the book-entry system through DTC, or
|
· |
after the occurrence of an Event of Default or a Servicer Termination Event, the holders of a majority of the Note Balance of the Controlling Class notify the Indenture Trustee and DTC to terminate the book-entry system through DTC (or a successor to DTC).
|
· |
the weighted average FICO® Score of the Obligors with respect to the Receivables is at least 700 (excluding Receivables with Obligors for whom FICO® Scores are not available);
|
· |
Receivables with Obligors for whom FICO® Scores are not available represent no more than 4.50% of the Pool Balance;
|
· |
Receivables with Obligors that have less than 12 months of Customer Tenure with Verizon Wireless represent no more than 22.00% of the Pool Balance;
|
· |
Receivables with Obligors that have 7 months or more, but less than 24 months of Customer Tenure with Verizon Wireless represent no more than 12.00% of the Pool Balance;
|
· |
Receivables with Obligors that have 60 months or more of Customer Tenure with Verizon Wireless represent at least 55.00% of the Pool Balance;
|
· |
Receivables with Obligors that have less than 12 months of Customer Tenure with Verizon Wireless and (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650, represent no more than 10.00% of the Pool Balance,
|
· |
Receivables with Obligors that have 12 months or more, but less than 60 months of Customer Tenure with Verizon Wireless and (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650, represent no more than 50.00% of the aggregate principal balance of all Receivables with Obligors that have 12 months or more, but less than 60 months of Customer Tenure with Verizon Wireless; and
|
· |
Receivables with Obligors that have 60 months or more of Customer Tenure with Verizon Wireless and (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650, represent no more than 27.50% of the aggregate principal balance of all Receivables with Obligors that have 60 months or more of Customer Tenure with Verizon Wireless.
|
Weighted average FICO® Score(1)(2)(3)
|
711
|
Percentage of Receivables with Obligors without a FICO® Score(3)
|
4.23%
|
Percentage of Receivables with Obligors with:
|
|
Less than 12 months of Customer Tenure with Verizon Wireless(4)
|
16.43%
|
7 months or more, but less than 24 months of Customer Tenure with Verizon Wireless(4)
|
8.08%
|
60 months or more of customer tenure with Verizon Wireless(4)
|
60.50%
|
Percentage of Receivables with Obligors (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650 and with:
|
|
Less than 12 months of Customer Tenure with Verizon Wireless(3)(4)
|
7.91%
|
12 months or more, but less than 60 months of Customer Tenure with Verizon
Wireless (3)(4)(5)
|
38.47%
|
60 months or more of Customer Tenure with Verizon Wireless (3)(4)(6)
|
22.21%
|
(1) |
Weighted averages are weighted by the aggregate principal balance of the Initial Receivables as of the initial cutoff date.
|
(2) |
Excludes Receivables that have Obligors who did not have FICO® Scores because they are individuals with minimal or no recent credit history.
|
(3) |
This FICO® Score reflects the FICO® Score 8 of the related Obligor. The FICO® Score is calculated with respect to each Obligor on or about the date on which such Receivable was originated.
|
(4) |
For a complete description of the calculation of Customer Tenure, see “Origination and Description of Device Payment Plan Agreement Receivables—Origination Characteristics.”
|
(5) |
As a percentage of the aggregate principal balance for Receivables with Obligors with 12 months or more, but less than 60 months of Customer Tenure with Verizon Wireless.
|
(6) |
As a percentage of the aggregate principal balance for Receivables with Obligors with 60 months or more of Customer Tenure with Verizon Wireless.
|
· |
the excess, if any, of One-Month LIBOR (calculated in accordance with the Cap Agreement) for that Payment Date over 2.75%,
|
· |
the related cap notional amount for that Payment Date, which is set forth on Schedule I attached to this prospectus, and
|
· |
a fraction, the numerator of which is the actual number of days elapsed in the related Accrual Period and the denominator of which is 360.
|
· |
the failure of the Trust or Cap Counterparty to pay or deliver any amount when due under the Cap Agreement after giving effect to the applicable grace period,
|
· |
the occurrence of certain events of bankruptcy and insolvency (which will not be applicable to the Trust), and
|
· |
the following other standard events of default under the 2002 ISDA Master Agreement, as modified by the terms of the Cap Agreement: “Breach of Agreement; Repudiation of Agreement” (not applicable to the Trust), “Credit Support Default” (not applicable to the Trust), “Misrepresentation” (not applicable to the Trust) and “Merger Without Assumption,” as described in Sections 5(a)(ii), 5(a)(iii), 5(a)(iv) and 5(a)(viii), respectively, of the 2002 ISDA Master Agreement.
|
|
Fair Value
|
Fair Value
(as a percentage)
|
|
Notes
|
|
$1,599,942,221
|
88.56%
|
Certificates
|
|
$ 206,647,968
|
11.44%
|
Total
|
|
$1,806,590,189
|
100.00%
|
· |
Level 1 inputs include quoted prices for identical instruments and are the most observable,
|
· |
Level 2 inputs include quoted prices for similar instruments and observable inputs, including as interest rates and yield curves, and
|
· |
Level 3 inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the instrument.
|
1. |
the Modeling Assumptions as described in “Maturity and Prepayment Considerations — Weighted Average Life,” below (other than Modeling Assumptions 2, 11, 14 and 23) are true;
|
2. |
if One-Month LIBOR exceeds 2.75%, the Cap Counterparty will pay to the Trust on an amount equal to the product of: (i) the excess of One-Month LIBOR over 2.75%, (ii) the related cap notional amount and (iii) a fraction, the numerator of which is the actual number of days elapsed in the related Accrual Period and the denominator of which is 360 for the related Payment Date;
|
3. |
interest accrues on the Class A-1a notes at 3.23% per annum, the Class A-1b notes at One-Month LIBOR + 0.24% per annum, the Class B notes at 3.38% per annum, and the Class C notes at 3.55% per annum. These interest rates are based on the final pricing of the notes. In calculating the interest payments on the floating rate Class A-1b notes, One-Month LIBOR is assumed to reset consistent with the applicable forward rate curve as of October 2, 2018;
|
4. |
Receivables prepay based on the Prepayment Assumption as described in “Maturity and Prepayment Considerations — Weighted Average Life” below using a prepayment assumption percentage of 100%;
|
5. |
Receivables default at a cumulative gross loss rate of 4.00%. The shape of the cumulative gross loss curve assumes that:
|
· |
in months 1-3 of the device payment plan agreement, 0.00% of defaults occur in each month,
|
· |
in months 4-6 of the device payment plan agreement, 2.00% of defaults occur in each month,
|
· |
in months 7-9 of the device payment plan agreement, 8.00% of defaults occur in each month,
|
· |
in months 10-12 of the device payment plan agreement, approximately 7.67% of defaults occur in each month,
|
· |
in months 13-15 of the device payment plan agreement, approximately 6.33% of defaults occur in each month,
|
· |
in months 16-18 of the device payment plan agreement, approximately 4.67% of defaults occur in each month,
|
· |
in months 19-21 of the device payment plan agreement, approximately 3.33% of defaults occur in each month,
|
· |
in months 22-24 of the device payment plan agreement, approximately 1.33% of defaults occur in each month, and
|
· |
in and after month 25 of the device payment plan agreement, 0.00% of defaults occur in each month;
|
6. |
no recoveries are assumed on defaulted Receivables;
|
7. |
cash flows on the certificates are discounted at 11%; and
|
8. |
the certificateholders exercise their optional acquisition right with a purchase price equal to the outstanding face value of the notes.
|
· |
CPR rate – estimated considering the composition of the Receivables and the Device Payment Plan Static Pool prepayment history included in Annex A.
|
· |
Cumulative gross loss rate – estimated using assumptions for both the magnitude of lifetime cumulative gross losses and the shape of the cumulative gross loss curve. The lifetime cumulative gross loss assumption was developed considering the composition of the Receivables and the Device Payment Plan Static Pool loss history included in Annex A. The shape of the cumulative gross loss curve is based on an average of the historical data included in Annex A.
|
· |
Discount rate applicable to the cash flows to the certificates – estimated to reflect the credit exposure to the cash flows to the certificates. Due to the lack of an active trading market in residual interests similar to the certificates, the discount rate was derived using qualitative factors that consider the equity-like component of the first-loss exposure to determine the rate of return that would be required by third-party investors for residual interests similar to the certificates. Based on this information and its own knowledge of the capital markets, the Sponsor developed the relevant discount rate.
|
· |
it, collectively with the other Originators, as originators, will retain a material net economic interest in the Receivables (the “EU Retained Interest”) of not less than 5 per cent. of the aggregate nominal value of the Receivables in the form specified in paragraph 1(d) of Article 405 of EU Regulation 575/2013, paragraph (1)(d) of Article 51 of EU Regulation 231/2013 and paragraph 2(d) of Article 254 of EU Regulation 2015/35 in each case as they apply as of the Closing Date (that is, retention of the first loss tranche and, if necessary, other tranches having the same or a more severe risk profile than those transferred or sold to investors and not maturing any earlier than those transferred or sold to investors, so that the retention equals in total no less than 5 per cent. of the nominal value of the securitised exposures) by holding (either directly or via its nominee) certificates with a notional amount that corresponds to not less than 5 per cent. of the aggregate nominal value of the Receivables (or any lower amount, including 0 percent, if that lower amount is required or permitted under the EU Retention Rules as a result of amendment, repeal or otherwise);
|
· |
it will not, and it will procure that its affiliates do not, sell, hedge or otherwise mitigate its credit risk under or associated with the material net economic interest retained by it or the Receivables, except to the extent permitted in accordance with the EU Retention Rules as applicable as of the Closing Date or thereafter;
|
· |
it will (i) take any further action, and (ii) provide any information in the possession or control of the EU Retention Holder to the extent the EU Retention Holder can provide that information without breaching a legal or contractual duty of confidentiality, in each case, (A) as may reasonably be required to satisfy the EU Retention Rules as they apply as of the Closing Date and, in the case of the requirement specified in sub-paragraph (ii), as they apply following the Closing Date, and (B) at the cost and expense of the party seeking the further action, information or agreements;
|
· |
the Sponsor, on behalf of each Originator, will confirm in writing its continuing compliance with the undertakings set out in the first two bullet points above to the Trust, the Servicer, the Owner Trustee and the Administrator, (i) on a monthly basis and (ii) at any time upon the notification by the Administrator to the EU Retention Holders (a) that the Administrator has determined that the performance of the notes or the risk characteristics of the notes or of the Receivables has materially changed or (b) following a breach of the obligations included in the originator receivables transfer agreement; and
|
· |
it will promptly notify the Trust, the Servicer, the Owner Trustee and the Administrator in writing if for any reason: (i) it has ceased to hold the EU Retained Interest in accordance with the first bullet point above; (ii) it has failed to comply with the undertakings set out in the second and third bullet points above in any way; or (iii) any of the representations of the EU Retention Holder with respect to the EU Retention Rules contained in the originator receivables transfer agreement fail to be true on any date.
|
1) |
in months 1-6 of the device payment plan agreement, prepayments will occur at a 4.00% constant prepayment rate (“CPR”) of the then outstanding principal balance of the Receivables,
|
2) |
in months 7-9 of the device payment plan agreement, prepayments will occur at a 6.00% CPR of the then outstanding principal balance of the Receivables,
|
3) |
in months 10-12 of the device payment plan agreement, prepayments will occur at a 13.00% CPR of the then outstanding principal balance of the Receivables,
|
4) |
in months 13-15 of the device payment plan agreement, prepayments will occur at a 25.00% CPR of the then outstanding principal balance of the Receivables,
|
5) |
in months 16-18 of the device payment plan agreement, prepayments will occur at a 32.00% CPR of the then outstanding principal balance of the Receivables,
|
6) |
in months 19-21 of the device payment plan agreement, prepayments will occur at a 47.00% CPR of the then outstanding principal balance of the Receivables,
|
7) |
in months 22-24 of the device payment plan agreement, prepayments will occur at a 68.00% CPR of the then outstanding principal balance of the Receivables, and
|
8) |
in and after month 25 of the device payment plan agreement, prepayments will occur at a 0.00% CPR of the then outstanding principal balance of the Receivables.
|
1. |
all monthly payments are timely received and no Receivable is ever delinquent;
|
2. |
there are no losses in respect of the Receivables;
|
3. |
payments on the notes are made on the 20th day of each month, whether or not that day is a Business Day, beginning in December, 2018;
|
4. |
the servicing fee rate is 0.75% per annum;
|
5. |
no one-time successor Servicer engagement fee or any supplemental successor servicing fee is paid and there are no other fees or expenses paid by the Trust, other than (x) Indenture Trustee fees and expenses, Owner Trustee fees and expenses and Asset Representations Reviewer fees and expenses, which, in the aggregate, equal $25,000 for each Payment Date, and (y) the Servicing Fee;
|
6. |
all prepayments on the Receivables are prepayments in full;
|
7. |
the reserve account is initially funded with an amount equal to $17,877,094.97;
|
8. |
the Adjusted Pool Balance is $1,787,709,497.21;
|
9. |
the initial Note Balance of the Class A-1a, Class A-1b, Class B and Class C notes is equal to the initial Note Balance for that class of notes set forth on the cover of this prospectus;
|
10. |
interest on the Class A-1b notes will be calculated on the basis of the actual number of days in the related Accrual Period and a 360-day year and interest on the other classes of notes will be calculated on the basis of a 360-day year of twelve 30-day months;
|
11. |
interest accrues on the Class A-1a notes at 3.23% per annum, the Class A-1b notes at 2.51394% per annum, the Class B notes at 3.38% per annum, and the Class C notes at 3.55% per annum;
|
12. |
the Closing Date is October 10, 2018;
|
13. |
no Make-Whole Payments are paid on the notes;
|
14. |
the Optional Acquisition right is not exercised by the certificateholders, except when calculating the “Weighted Average Life to Optional Acquisition (years);”
|
15. |
the Optional Redemption right is not exercised by the certificateholders;
|
16. |
neither an Amortization Event nor an Event of Default occurs;
|
17. |
the Required Acquisition Account Amount is deposited into the acquisition account on each Payment Date during the Revolving Period;
|
18. |
the entire amount in the acquisition account on any Payment Date is withdrawn and Additional Receivables are acquired on each Payment Date during the Revolving Period and no amounts remain on deposit in the negative carry account;
|
19. |
the Additional Receivables have remaining installments of 20 months and an original term of 24 months;
|
20. |
the Discount Rate used to calculate the acquisition amount for any Receivable is the greater of (1) the APR with respect to the Receivable and (2) 9.10%;
|
21. |
the Pool Composition Tests and the Floor Credit Enhancement Composition Tests are satisfied on each Payment Date during the Revolving Period;
|
22. |
as of the Closing Date, the amount on deposit in the acquisition account is zero;
|
23. |
no payments are received under the Cap Agreement; and
|
24. |
each unit in the table below has a pristine scheduled principal payment in every period equal to the unit’s balance as of the Closing Date divided by the remaining installments as of the Closing Date.
|
Unit
|
Beginning Principal Balance
|
Beginning Adjusted Pool Balance
|
Original Term
|
Age
|
Remaining Installments
|
APR
|
1
|
$ 1,065,907.95
|
$ 1,057,885.65
|
24
|
23
|
1
|
0.00%
|
2
|
$ 1,926,347.45
|
$ 1,904,654.72
|
24
|
22
|
2
|
0.00%
|
3
|
$ 3,905,225.61
|
$ 3,846,736.52
|
24
|
21
|
3
|
0.00%
|
4
|
$ 5,127,188.50
|
$ 5,031,440.47
|
24
|
20
|
4
|
0.00%
|
5
|
$ 4,721,074.14
|
$ 4,615,541.73
|
24
|
19
|
5
|
0.00%
|
6
|
$ 2,947,739.65
|
$ 2,871,057.28
|
24
|
18
|
6
|
0.00%
|
7
|
$ 2,932,506.16
|
$ 2,845,539.41
|
24
|
17
|
7
|
0.00%
|
8
|
$ 3,957,992.55
|
$ 3,826,270.31
|
24
|
16
|
8
|
0.00%
|
9
|
$ 5,762,930.82
|
$ 5,550,359.97
|
24
|
15
|
9
|
0.00%
|
10
|
$ 7,648,467.92
|
$ 7,338,906.04
|
24
|
14
|
10
|
0.00%
|
11
|
$ 10,042,755.60
|
$ 9,600,436.30
|
24
|
13
|
11
|
0.00%
|
12
|
$ 12,423,500.99
|
$ 11,832,195.56
|
24
|
12
|
12
|
0.00%
|
13
|
$ 24,491,499.85
|
$ 23,239,246.91
|
24
|
11
|
13
|
0.00%
|
14
|
$ 36,209,820.85
|
$ 34,231,067.05
|
24
|
10
|
14
|
0.00%
|
15
|
$ 58,559,085.41
|
$ 55,154,100.15
|
24
|
9
|
15
|
0.00%
|
16
|
$ 85,042,020.80
|
$ 79,801,051.01
|
24
|
8
|
16
|
0.00%
|
17
|
$ 79,127,614.77
|
$ 73,976,997.35
|
24
|
7
|
17
|
0.00%
|
18
|
$ 113,900,951.25
|
$ 106,094,195.95
|
24
|
6
|
18
|
0.00%
|
19
|
$ 165,341,527.55
|
$ 153,441,887.94
|
24
|
5
|
19
|
0.00%
|
20
|
$ 218,423,847.91
|
$ 201,958,351.90
|
24
|
4
|
20
|
0.00%
|
21
|
$ 275,465,636.22
|
$ 253,764,597.09
|
24
|
3
|
21
|
0.00%
|
22
|
$ 360,444,017.98
|
$ 330,830,338.25
|
24
|
2
|
22
|
0.00%
|
23
|
$ 374,849,902.55
|
$ 342,792,155.11
|
24
|
1
|
23
|
0.00%
|
24
|
$ 79,137,217.55
|
$ 72,104,484.54
|
24
|
0
|
24
|
0.00%
|
$1,933,454,780.03
|
$1,787,709,497.21
|
Payment Date
|
Prepayment Assumption Percentages
|
|||||
0%
|
50%
|
100%
|
150%
|
200%
|
||
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
|
December 20, 2018
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
January 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
February 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
March 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
April 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
May 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
June 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
July 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
August 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
September 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
October 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
November 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
December 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
January 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
February 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
March 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
April 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
May 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
June 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
July 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
August 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
September 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
October 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
November 20, 2020
|
88.69
|
88.12
|
87.49
|
86.69
|
85.90
|
|
December 20, 2020
|
77.75
|
76.65
|
75.45
|
73.90
|
72.61
|
|
January 20, 2021
|
68.30
|
67.02
|
65.65
|
63.85
|
62.17
|
|
February 20, 2021
|
60.00
|
58.39
|
56.67
|
54.41
|
52.32
|
|
March 20, 2021
|
52.03
|
50.15
|
48.14
|
45.47
|
43.06
|
|
April 20, 2021
|
44.42
|
42.31
|
40.08
|
37.08
|
34.42
|
|
May 20, 2021
|
37.19
|
34.94
|
32.55
|
29.34
|
26.54
|
|
June 20, 2021
|
30.36
|
28.04
|
25.58
|
22.23
|
19.38
|
|
July 20, 2021
|
23.96
|
21.63
|
19.17
|
15.77
|
12.92
|
|
August 20, 2021
|
18.02
|
15.76
|
13.39
|
10.06
|
7.34
|
|
September 20, 2021
|
12.55
|
10.45
|
8.24
|
5.05
|
2.54
|
|
October 20, 2021
|
7.58
|
5.69
|
3.70
|
0.71
|
0.00
|
|
November 20, 2021
|
3.14
|
1.50
|
0.00
|
0.00
|
0.00
|
|
December 20, 2021
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|
Weighted Average Life to Optional Acquisition (years)
|
2.55
|
2.53
|
2.51
|
2.48
|
2.46
|
|
Weighted Average Life to Maturity (years)
|
2.55
|
2.53
|
2.51
|
2.48
|
2.46
|
Payment Date
|
Prepayment Assumption Percentages
|
|||||
0%
|
50%
|
100%
|
150%
|
200%
|
||
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
|
December 20, 2018
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
January 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
February 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
March 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
April 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
May 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
June 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
July 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
August 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
September 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
October 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
November 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
December 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
January 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
February 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
March 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
April 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
May 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
June 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
July 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
August 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
September 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
October 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
November 20, 2020
|
88.69
|
88.12
|
87.49
|
86.69
|
85.90
|
|
December 20, 2020
|
77.75
|
76.65
|
75.45
|
73.90
|
72.61
|
|
January 20, 2021
|
68.30
|
67.02
|
65.65
|
63.85
|
62.17
|
|
February 20, 2021
|
60.00
|
58.39
|
56.67
|
54.41
|
52.32
|
|
March 20, 2021
|
52.03
|
50.15
|
48.14
|
45.47
|
43.06
|
|
April 20, 2021
|
44.42
|
42.31
|
40.08
|
37.08
|
34.42
|
|
May 20, 2021
|
37.19
|
34.94
|
32.55
|
29.34
|
26.54
|
|
June 20, 2021
|
30.36
|
28.04
|
25.58
|
22.23
|
19.38
|
|
July 20, 2021
|
23.96
|
21.63
|
19.17
|
15.77
|
12.92
|
|
August 20, 2021
|
18.02
|
15.76
|
13.39
|
10.06
|
7.34
|
|
September 20, 2021
|
12.55
|
10.45
|
8.24
|
5.05
|
2.54
|
|
October 20, 2021
|
7.58
|
5.69
|
3.70
|
0.71
|
0.00
|
|
November 20, 2021
|
3.14
|
1.50
|
0.00
|
0.00
|
0.00
|
|
December 20, 2021
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|
Weighted Average Life to Optional Acquisition (years)
|
2.55
|
2.53
|
2.51
|
2.48
|
2.46
|
|
Weighted Average Life to Maturity (years)
|
2.55
|
2.53
|
2.51
|
2.48
|
2.46
|
Payment Date
|
Prepayment Assumption Percentages
|
|||||
0%
|
50%
|
100%
|
150%
|
200%
|
||
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
|
December 20, 2018
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
January 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
February 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
March 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
April 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
May 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
June 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
July 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
August 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
September 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
October 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
November 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
December 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
January 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
February 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
March 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
April 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
May 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
June 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
July 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
August 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
September 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
October 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
November 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
December 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
January 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
February 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
March 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
April 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
May 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
June 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
July 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
August 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
September 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
October 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
77.97
|
|
November 20, 2021
|
100.00
|
100.00
|
96.72
|
57.45
|
30.19
|
|
December 20, 2021
|
88.80
|
69.15
|
48.41
|
10.67
|
0.00
|
|
January 20, 2022
|
40.10
|
23.87
|
4.80
|
0.00
|
0.00
|
|
February 20, 2022
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|
Weighted Average Life to Optional Acquisition (years)
|
3.27
|
3.19
|
3.19
|
3.11
|
3.03
|
|
Weighted Average Life to Maturity (years)
|
3.30
|
3.27
|
3.24
|
3.17
|
3.12
|
Payment Date
|
Prepayment Assumption Percentages
|
|||||
0%
|
50%
|
100%
|
150%
|
200%
|
||
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
|
December 20, 2018
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
January 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
February 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
March 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
April 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
May 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
June 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
July 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
August 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
September 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
October 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
November 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
December 20, 2019
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
January 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
February 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
March 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
April 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
May 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
June 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
July 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
August 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
September 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
October 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
November 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
December 20, 2020
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
January 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
February 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
March 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
April 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
May 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
June 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
July 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
August 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
September 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
October 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
November 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
|
December 20, 2021
|
100.00
|
100.00
|
100.00
|
100.00
|
81.22
|
|
January 20, 2022
|
100.00
|
100.00
|
100.00
|
61.35
|
36.11
|
|
February 20, 2022
|
93.07
|
76.53
|
58.77
|
0.00
|
0.00
|
|
March 20, 2022
|
45.03
|
34.54
|
0.00
|
0.00
|
0.00
|
|
April 20, 2022
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|
Weighted Average Life to Optional Acquisition (years)
|
3.28
|
3.19
|
3.19
|
3.11
|
3.03
|
|
Weighted Average Life to Maturity (years)
|
3.48
|
3.45
|
3.41
|
3.33
|
3.29
|
· |
the Receivables transferred by that Originator or the Master Trust and the Collections on the Receivables would not be property of that Originator’s or the Master Trust’s bankruptcy estate under U.S. federal bankruptcy laws, and
|
· |
the automatic stay under U.S. federal bankruptcy laws would not apply to prevent payment of the Collections on the Receivables to the Depositor or the Trust.
|
· |
the Receivables transferred by the Depositor and the Collections on the Receivables would not be property of the Depositor’s bankruptcy estate under U.S. federal bankruptcy laws, and
|
· |
the automatic stay under U.S. federal bankruptcy laws would not apply to prevent payment of the Collections on the Receivables to the Trust.
|
• |
the Marketing Agent was insolvent or rendered insolvent by reason of making the Upgrade Prepayment or incurring the Upgrade Prepayment obligation;
|
• |
the Upgrade Prepayment or the Upgrade Prepayment obligation left the Marketing Agent with an unreasonably small amount of capital to carry on the business; or
|
• |
the Marketing Agent intended to, or believed that the Marketing Agent would, incur debts beyond its ability to pay as they mature.
|
Fee
|
Amount
|
|
Indenture Trustee fee
|
$1,000, to be paid monthly
|
|
Owner Trustee fee
|
$1,250, to be paid monthly
|
|
Asset Representations Reviewer fee
|
$5,000, to be paid annually
|
|
Asset Representations Reviewer review fee
|
$50,000, to be paid in connection with an asset representations review
|
|
Servicing Fee
|
1/12 of 0.75% of the Adjusted Pool Balance , to be paid monthly
|
|
Successor servicing fee
|
One-time successor Servicer engagement fee of $150,000, payable on the first Payment Date following the successor Servicer’s assumption of its duties as successor Servicer, and a monthly fee equal to the excess, if any, of (x) $425,000 over (y) the Servicing Fee
|
· |
Collections on the Receivables for the calendar month immediately preceding the Payment Date,
|
· |
any Upgrade Prepayments or Credit Payments deposited into the collection account,
|
· |
fees and expenses payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer,
|
· |
servicing fee payable to the Servicer or any successor Servicer,
|
· |
the amount of interest, principal and Make-Whole Payments payable and paid on each class of notes, in each case, expressed as an aggregate amount and per $1,000 of Note Balance,
|
· |
One-Month LIBOR for the Accrual Period immediately preceding the Payment Date,
|
· |
the Priority Principal Payments, if any,
|
· |
the Note Balance of each class of notes at the beginning of the period and the end of the period and the note factors needed to compute the Note Balance of each class of notes, in each case giving effect to all payments to be made on the Payment Date,
|
· |
the beginning and ending balance of the reserve account, the acquisition account and the negative carry account and the amount of any withdrawals from or deposits into each account to be made on the Payment Date,
|
· |
the amount, if any, payable by the Cap Counterparty to the Trust under the Cap Agreement with respect to the Payment Date;
|
· |
information on the pool composition and the performance of the Receivables for the calendar month immediately preceding the Payment Date, including the Pool Balance and the number of Receivables in the pool at the beginning and end of the Payment Date, and the aggregate
|
· |
delinquency and write-off information on the Receivables for the calendar month immediately preceding the Payment Date, and any material change in practices with respect to write-offs and collection and management of delinquent Receivables or any other servicing practices,
|
· |
the amount of Available Funds released to the holder of the equity interest,
|
· |
if there was an Acquisition Date during the calendar month immediately preceding the Payment Date, an Acquisition Date supplement, which will include the aggregate principal balance of the Receivables acquired, the aggregate principal balance of any Temporarily Excluded Receivables, whether the composition and Credit Enhancement Tests are satisfied, and the characteristics of the pool of Receivables as of the related cutoff date for the pool of Receivables then held by the Trust,
|
· |
a confirmation of compliance with the EU Retention Rules described under “EU Risk Retention—EU Retention Rules,”
|
· |
any material modifications, extensions or waivers to Receivables terms, fees, penalties or payments during the related collection period,
|
· |
any material breaches of representations, warranties or covenants contained in the receivables transfer agreements or the transfer and servicing agreement,
|
· |
any material change in the underwriting, origination or acquisition of Receivables, and
|
· |
information on tests used to determine whether an Amortization Event has occurred.
|
· |
a description of any events that triggered a review of the ARR Receivables by the Asset Representations Reviewer during the prior calendar month,
|
· |
if the Asset Representations Reviewer delivered a review report during the prior month, a summary of the report,
|
· |
if the Asset Representations Reviewer resigned or was removed, replaced or substituted, or if a new asset representations reviewer was appointed during the prior calendar month, the identity and experience of the new asset representations reviewer, the date and the circumstances surrounding the change, and
|
· |
information required with respect to any request from a noteholder during the prior calendar month to communicate with other noteholders, as described under “Description of the Notes—Noteholder Communication.”
|
· |
whether the investment is permitted under the plan’s governing documents,
|
· |
whether the fiduciary has the authority to make the investment,
|
· |
whether the investment is consistent with the plan’s funding objectives,
|
· |
the tax effects of the investment,
|
· |
whether under the general fiduciary standards of investment prudence and diversification an investment in any notes of the Trust is appropriate for the plan, taking into account the overall investment policy of the plan and the composition of the plan’s investment portfolio, and
|
· |
whether the investment is prudent considering the factors discussed in this prospectus.
|
· |
prohibited transaction class exemption, or “PTCE,” 84-14, regarding transactions effected by qualified professional asset managers,
|
· |
PTCE 90-1, regarding transactions entered into by insurance company pooled separate accounts,
|
· |
PTCE 91-38, regarding transactions entered into by bank collective investment funds,
|
· |
PTCE 95-60, regarding transactions entered into by insurance company general accounts, and
|
· |
PTCE 96-23, regarding transactions effected by in-house asset managers.
|
· |
Reports on Form 8-K (Current Report) including as exhibits to the Form 8-K, the transaction documents;
|
· |
Reports on Form 8-K (Current Report) following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K related to the type of event;
|
· |
Reports on Form 10-D (Asset-Backed Issuer Distribution Report) containing the distribution and pool performance information required on Form 10-D, which are required to be filed 15 days following each Payment Date; and
|
· |
Report on Form 10-K (Annual Report) containing the items specified in Form 10-K with respect to a fiscal year, and the items required pursuant to Items 1122 and 1123 of Regulation AB of the Exchange Act.
|
Underwriters
|
Class A-1a Notes
|
Class A-1b Notes
|
Class B Notes
|
Class C Notes
|
||||||||||||
Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
$
|
331,022,000
|
$
|
54,002,000
|
$
|
29,402,000
|
$
|
22,801,000
|
||||||||
Barclays Capital Inc.
|
$
|
257,460,000
|
$
|
42,000,000
|
$
|
22,866,000
|
$
|
17,733,000
|
||||||||
Citigroup Global Markets Inc.
|
$
|
257,460,000
|
$
|
42,000,000
|
$
|
22,866,000
|
$
|
17,733,000
|
||||||||
TD Securities (USA) LLC
|
$
|
257,460,000
|
$
|
42,000,000
|
$
|
22,866,000
|
$
|
17,733,000
|
||||||||
BNP Paribas Securities Corp.
|
$
|
40,866,000
|
$
|
6,666,000
|
$
|
0
|
$
|
0
|
||||||||
Mizuho Securities USA LLC
|
$
|
40,866,000
|
$
|
6,666,000
|
$
|
0
|
$
|
0
|
||||||||
MUFG Securities Americas Inc.
|
$
|
40,866,000
|
$
|
6,666,000
|
$
|
0
|
$
|
0
|
||||||||
Total
|
$
|
1,226,000,000
|
$
|
200,000,000
|
$
|
98,000,000
|
$
|
76,000,000
|
Underwriting
Discount and Commissions |
Net Proceeds
to the Depositor(1) |
Selling
Concessions Not to Exceed(2) |
Reallowance
Not to Exceed |
||||
Class A-1a Notes
|
0.250%
|
99.74844%
|
0.150%
|
0.0750%
|
|||
Class A-1b Notes
|
0.250%
|
99.75000%
|
0.150%
|
0.0750%
|
|||
Class B Notes
|
0.350%
|
99.62461%
|
0.210%
|
0.1050%
|
|||
Class C Notes
|
0.450%
|
99.53188%
|
0.270%
|
0.1350%
|
(1) |
Before deducting expenses payable by the Depositor, estimated to be $2,275,000.
|
(2) |
In the event of possible sales to affiliates, one or more of the underwriters may be required to forego a de minimis portion of the selling concession they would otherwise be entitled to receive.
|
· |
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA), received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor; and
|
· |
it has complied and will comply with all applicable provisions of the FSMA with
|
(a) |
the expression “retail investor” means a person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (B) a customer within the meaning of Directive 2002/92/EC (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (C) not a qualified investor as defined in the Prospectus Directive; and
|
(b) |
the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes.
|
AAA
|
104
|
Accrual Period
|
108
|
Acquisition Date
|
96
|
Acquisition Deposit Amount
|
110
|
Additional Receivables
|
58
|
Adjusted Pool Balance
|
91
|
Administrator
|
58
|
Affected Investor
|
136
|
AIFMD
|
136
|
Amortization Events
|
111
|
Amortization Period
|
111
|
Annual Upgrade Offer
|
76
|
Annual Upgrade Program
|
76
|
APR
|
91
|
ARR Receivables
|
65
|
Asset Representations Review
|
98
|
Asset Representations Reviewer
|
61
|
Assumed Amortization Schedule
|
114
|
Available Funds
|
106
|
BANA
|
67
|
Bankruptcy Code
|
43
|
benefit plans
|
164
|
Business Day
|
59
|
calculation agent
|
14
|
Cap Agreement
|
89
|
Cap Counterparty
|
65
|
Cellco
|
58
|
certificateholders
|
123
|
CFPB
|
52
|
Class A notes
|
14
|
Clean-Up Redemption
|
112
|
Clearstream
|
123
|
Closing Date
|
58
|
Code
|
156
|
Collections
|
61
|
Controlling Class
|
59
|
covered transactions
|
152
|
CPR
|
138
|
Credit Enhancement Test
|
97
|
Credit Payment
|
102
|
CRR
|
135
|
CRR Amendment Regulation
|
136
|
CRR Investors
|
135
|
Customary Servicing Practices
|
83
|
Customer Tenure
|
77
|
cutoff date
|
14
|
delinquency trigger
|
101
|
Department of Defense
|
152
|
Depositor
|
60
|
device payment plan agreement
|
73
|
Discount Rate
|
96
|
Dodd-Frank Act
|
52
|
DTC
|
121
|
DTCC
|
124
|
EEA
|
135
|
Eligible Receivables
|
90
|
ERISA
|
162
|
EU Retained Interest
|
137
|
EU Retention Holders
|
137
|
EU Retention Rules
|
136
|
Euroclear
|
123
|
Event of Default
|
118
|
Exchange Act
|
5
|
existing customer
|
74
|
FATCA
|
161
|
FCA
|
109
|
First Priority Principal Payment
|
110
|
Fitch
|
84
|
Floor Credit Enhancement Composition Tests
|
128
|
foreign owner
|
159
|
HDC Rule
|
152
|
IBA
|
109
|
Indenture Trustee
|
58
|
initial cutoff date
|
14
|
Initial Receivables
|
58
|
IORPs
|
136
|
IRS
|
157
|
LIBOR
|
8
|
LIBOR Determination Date
|
108
|
London Business Day
|
108
|
London Interbank Offered Rate Phase-Out Date
|
109
|
Make-Whole Payment
|
113
|
Marketing Agent
|
63
|
Master Trust
|
60
|
MiFID II
|
169
|
Military Lending Act
|
152
|
Modeling Assumptions
|
139
|
Monthly Remittance Condition
|
84
|
Moody’s
|
84
|
Negative Carry Deposit Amount
|
126
|
new customer
|
74
|
Note Balance
|
59
|
Note Owners
|
98
|
Note Prepayment Assumption
|
158
|
notes
|
14
|
Obligor
|
70
|
OID
|
158
|
OID regulations
|
158
|
One-Month LIBOR
|
108
|
Optional Acquisition
|
112
|
Optional Redemption
|
112
|
Originators
|
60
|
other plan
|
164
|
Overcollateralization Target Amount
|
128
|
Owner Trustee
|
60
|
Parent Support Provider
|
63
|
Paying Agent
|
61
|
Payment Date
|
61
|
Pentalpha
|
65
|
plans
|
162
|
Pool Balance
|
91
|
Pool Composition Tests
|
96
|
Pre-2019 Securitization
|
136
|
Prepayment Assumption
|
138
|
Priority Principal Payments
|
110
|
Prospectus Directive
|
169
|
rating agencies
|
29
|
Rating Agency Condition
|
58
|
Reacquisition Amount
|
102
|
Receivables
|
58
|
Reference Banks
|
108
|
Regular Priority Principal Payment
|
110
|
Requesting Noteholders
|
98
|
Required Acquisition Account Amount
|
110
|
Required Negative Carry Amount
|
126
|
Required Reserve Amount
|
127
|
Reserve Deposit Amount
|
127
|
Revolving Period
|
111
|
RMBS
|
62
|
S&P
|
84
|
SEC
|
5
|
Second Priority Principal Payment
|
110
|
Securitization Regulation
|
136
|
senior fees and expenses of the trust
|
24
|
Servicemembers Civil Relief Act
|
84
|
Servicer
|
59
|
Servicer Termination Event
|
87
|
Servicing Fee
|
83
|
Significance Estimate
|
131
|
Significance Percentage
|
131
|
similar law
|
164
|
Sponsor
|
67
|
STS Securitization Regulation
|
136
|
tax counsel
|
156
|
Tax Cuts and Jobs Act
|
157
|
Temporarily Excluded Receivables
|
69
|
Third Priority Principal Payment
|
110
|
True-up Trust
|
69
|
Trust
|
58
|
Trust Bank Accounts
|
63
|
Trust Indenture Act
|
63
|
U.S. Bank
|
61
|
U.S. Person
|
160
|
UCITS
|
136
|
Upgrade Contract
|
147
|
Upgrade Offer
|
76
|
Upgrade Prepayment
|
102
|
Upgrade Program
|
76
|
US Retained Interest
|
132
|
Verified Note Owner
|
99
|
Verizon
|
67
|
Verizon Wireless
|
67
|
Verizon Wireless Services
|
71
|
written-off receivable
|
112
|
WTNA
|
60
|
Yield Amount
|
130
|
Yield Supplement Overcollateralization Amount
|
130
|
Payment Date*
|
Cap Notional ($)
|
Cap Rate
|
December 20, 2018
|
200,000,000.00
|
2.75%
|
January 20, 2019
|
200,000,000.00
|
2.75%
|
February 20, 2019
|
200,000,000.00
|
2.75%
|
March 20, 2019
|
200,000,000.00
|
2.75%
|
April 20, 2019
|
200,000,000.00
|
2.75%
|
May 20, 2019
|
200,000,000.00
|
2.75%
|
June 20, 2019
|
200,000,000.00
|
2.75%
|
July 20, 2019
|
200,000,000.00
|
2.75%
|
August 20, 2019
|
200,000,000.00
|
2.75%
|
September 20, 2019
|
200,000,000.00
|
2.75%
|
October 20, 2019
|
200,000,000.00
|
2.75%
|
November 20, 2019
|
200,000,000.00
|
2.75%
|
December 20, 2019
|
200,000,000.00
|
2.75%
|
January 20, 2020
|
200,000,000.00
|
2.75%
|
February 20, 2020
|
200,000,000.00
|
2.75%
|
March 20, 2020
|
200,000,000.00
|
2.75%
|
April 20, 2020
|
200,000,000.00
|
2.75%
|
May 20, 2020
|
200,000,000.00
|
2.75%
|
June 20, 2020
|
200,000,000.00
|
2.75%
|
July 20, 2020
|
200,000,000.00
|
2.75%
|
August 20, 2020
|
200,000,000.00
|
2.75%
|
September 20, 2020
|
200,000,000.00
|
2.75%
|
October 20, 2020
|
200,000,000.00
|
2.75%
|
November 20, 2020
|
200,000,000.00
|
2.75%
|
December 20, 2020
|
188,996,000.00
|
2.75%
|
January 20, 2021
|
177,776,000.00
|
2.75%
|
February 20, 2021
|
166,644,000.00
|
2.75%
|
March 20, 2021
|
155,588,000.00
|
2.75%
|
April 20, 2021
|
144,588,000.00
|
2.75%
|
May 20, 2021
|
133,692,000.00
|
2.75%
|
June 20, 2021
|
122,548,000.00
|
2.75%
|
July 20, 2021
|
111,732,000.00
|
2.75%
|
August 20, 2021
|
101,248,000.00
|
2.75%
|
September 20, 2021
|
91,124,000.00
|
2.75%
|
October 20, 2021
|
81,380,000.00
|
2.75%
|
November 20, 2021
|
72,024,000.00
|
2.75%
|
December 20, 2021
|
62,480,000.00
|
2.75%
|
January 20, 2022
|
53,504,000.00
|
2.75%
|
February 20, 2022
|
42,624,000.00
|
2.75%
|
March 20, 2022
|
34,880,000.00
|
2.75%
|
April 20, 2022
|
27,820,000.00
|
2.75%
|
May 20, 2022
|
21,488,000.00
|
2.75%
|
June 20, 2022
|
15,588,000.00
|
2.75%
|
July 20, 2022
|
10,344,000.00
|
2.75%
|
August 20, 2022
|
5,860,000.00
|
2.75%
|
September 20, 2022
|
2,292,000.00
|
2.75%
|
October 20, 2022
|
0.00
|
2.75%
|
(1) |
Device payment plan agreements reflect their initial principal balance. Excludes cancelled device payment plan agreements.
|
(2) |
Weighted averages are weighted by the aggregate principal balance of the device payment plan agreements in the origination year as of the origination date.
|
(3) |
Excludes device payment plan agreements that have customers who did not have FICO® Scores because they are individuals with minimal or no recent credit history.
|
(4) |
This FICO® Score reflects the FICO® Score 8 of the related customer. The FICO® Score is calculated, with respect to each device payment plan agreement for which the customer (i) had an account with Verizon Wireless on or prior to March 30, 2016, and with respect to device payment plan agreements originated prior to June 1, 2016, as of April 3, 2016; (ii) had an account with Verizon Wireless on or prior to March 30, 2016, and with respect to device payment plan agreements originated on or after June 1, 2016, on or about the date on which such device payment plan agreement was originated; and (iii) first obtained an account with Verizon Wireless after March 30, 2016, on or about the date on which such device payment plan agreement was originated.
|
(5) |
Includes both voluntary and required down payments.
|
(6) |
Comprised of customers whose wireless devices were subject to an upgrade as of the applicable date. Prior to June 2015, all device payment plan agreements contained a contractual right to upgrade. The Annual Upgrade Program was launched in September 2015.
|
(7) |
Based on the billing addresses of the customers.
|
(8) |
Customer Tenure reflects the number of months the customer has had a Verizon Wireless account based on the oldest active account establishment date for a customer, which may include periods of up to 50 days of disconnected service, up to 90 days of suspended service or longer service suspensions in connection with the Servicemembers Civil Relief Act.
|
(9) |
Device payment plan static pool cumulative loss history by percentage of dollar amount equals the aggregate principal balance of device payment plan agreements that have been written-off through the applicable period as a percentage of the aggregate principal balance of device payment plan agreements originated in the vintage with the applicable number of months since origination.
|
(10) |
Excludes cancelled device payment plan agreements.
|
(11) |
Includes only device payment plan agreements where either (i) at least one payment by the customer under the related device payment plan agreement has been received with respect to the related device payment plan agreement, or (ii) the related customer has at least one year of Customer Tenure with Verizon Wireless. See footnote (8) for a description of Customer Tenure. See also “Receivables–Criteria for Selecting the Receivables.”
|
(12) |
Device payment plan static pool cumulative prepayment history by percentage of dollar amount equals the aggregate principal balance of device payment plan agreements that were prepaid by the customer or that had an upgrade offer exercised through the applicable period as a percentage of the aggregate principal balance of device payment plan agreements originated in the vintage with the applicable number of months since origination.
|
(13) |
Device payment plan static pool cumulative upgrade prepayment history by percentage of dollar amount equals the aggregate principal balance of device payment plan agreements that had an upgrade offer exercised through the applicable period as a percentage of the aggregate principal balance of device payment plan agreements originated in in the vintage with the applicable number of months since origination.
|
(14) |
Pool balances for each month of origination in the yearly origination pools are aggregated. Months since origination is a relative time period from each month’s originations.
|
(15) |
A device payment plan agreement is shown as delinquent if any amount owed under the customer account is past due, regardless of whether the amount due on the device payment plan agreement has been paid in full pursuant to the Servicer’s internal payment waterfall.
|
(16) |
Delinquency data unavailable prior to November 2013.
|
(17) |
Aggregate principal balance shown is the outstanding balance of device payment plan agreements at the end of each relative period, excluding device payment plan agreements written-off during the period.
|
(18) |
The period of delinquency is the number of days with unpaid due charges on an account excluding accounts that have been written-off. Delinquency as shown in the table begins 30 days after billing. As of the most recent bill for the related account at period end.
|
(19) |
The percentage of >60 day delinquent device payment plan agreements is calculated as the dollar amount of device payment plan agreements greater than 60 days delinquent as a percentage of the aggregate principal balance.
|
* |
Period for which information is not available.
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
|||||||
Number of device payment plan agreements
|
584,588
|
7,213,892
|
21,176,153
|
24,073,781
|
24,525,677
|
11,041,286
|
||||||
Number of accounts
|
514,195
|
4,540,437
|
13,399,421
|
15,276,185
|
15,773,560
|
8,002,212
|
||||||
Aggregate original principal balance
|
$325,871,427.17
|
$4,386,685,029.05
|
$12,872,170,285.68
|
$15,128,251,376.12
|
$16,122,668,094.88
|
$7,995,803,671.92
|
||||||
Minimum
|
$149.98
|
$50.00
|
$50.00
|
$50.00
|
$50.00
|
$50.00
|
||||||
Maximum
|
$849.99
|
$1,000.00
|
$1,080.00
|
$1,230.00
|
$1,349.99
|
$1,349.99
|
||||||
Average
|
$557.44
|
$608.09
|
$607.86
|
$628.41
|
$657.38
|
$724.17
|
||||||
Average monthly payment
|
$23.22
|
$26.70
|
$25.32
|
$26.18
|
$27.93
|
$31.54
|
||||||
Weighted average remaining installments (in months)(2)
|
24
|
23
|
24
|
24
|
24
|
24
|
||||||
Weighted average FICO® Score(2)(3)(4)
|
*
|
*
|
*
|
710
|
703
|
702
|
||||||
Percentage of device payment plan agreements with customers without a FICO® Score(4)
|
*
|
*
|
*
|
3.84%
|
4.48%
|
5.30%
|
||||||
Percentage of device payment plan agreements with customers with a down payment(5)
|
0.00%
|
4.71%
|
9.48%
|
3.75%
|
7.79%
|
6.83%
|
||||||
Percentage of device payment plan agreements with customers with smart phones
|
95.16%
|
96.32%
|
97.24%
|
97.44%
|
97.02%
|
96.24%
|
||||||
Percentage of device payment plan agreements with customers with other wireless devices
|
4.84%
|
3.68%
|
2.76%
|
2.56%
|
2.98%
|
3.76%
|
||||||
Percentage of device payment plan agreements with customers with upgrade eligibility(6)
|
100.00%
|
100.00%
|
52.11%
|
61.25%
|
62.37%
|
55.50%
|
||||||
Percentage of device payment plan agreements with device insurance
|
24.75%
|
62.86%
|
57.41%
|
57.06%
|
57.03%
|
57.67%
|
||||||
Geographic Concentration
|
||||||||||||
First Highest Geographic Concentration (state and %)(7)
|
CA 11.69%
|
CA 12.26%
|
CA 11.29%
|
CA 10.76%
|
CA 10.75%
|
CA 10.78%
|
||||||
Second Highest Geographic Concentration (state and %)(7)
|
NY 5.4%
|
NY 5.57%
|
NY 6.18%
|
NY 6.21%
|
NY 6.3%
|
NY 6.15%
|
||||||
Third Highest Geographic Concentration (state and %)(7)
|
TX 6.13%
|
TX 5.51%
|
TX 5.09%
|
TX 5.14%
|
TX 5.51%
|
TX 5.72%
|
||||||
Weighted average Customer Tenure (in months)(2)(8)
|
73
|
74
|
83
|
87
|
92
|
92
|
||||||
Percentage of device payment plan agreements with monthly payments
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||||
Percentage of device payment plan agreements with 0.00% APR
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||||
Percentage of device payment plan agreements with 24 month original term
|
100.00%
|
73.04%
|
99.97%
|
100.00%
|
99.33%
|
98.49%
|
||||||
Percentage of device payment plan agreements with 20 month original term
|
0.00%
|
26.96%
|
0.03%
|
0.00%
|
0.00%
|
0.00%
|
||||||
Percentage of device payment plan agreements with 6 month original term
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.67%
|
1.51%
|
||||||
Financing for wireless devices
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||||
Unsecured device payment plan agreements
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
Device Payment Plan Static Pool Cumulative Loss History By Percentage of Dollar Amount(9)
|
|||||||||||||
Origination Vintage
|
|||||||||||||
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
||||||||
Months Since Origination
|
Aggregate principal balance of device payment plan agreements originated ($)(10)
|
$325,871,427
|
$4,386,719,507
|
$12,878,390,049
|
$15,140,712,967
|
$16,135,834,326
|
$7,997,094,473
|
||||||
0
|
0.00%
|
0.07%
|
0.01%
|
0.00%
|
0.00%
|
0.00%
|
|||||||
1
|
0.02%
|
0.18%
|
0.02%
|
0.03%
|
0.08%
|
0.17%
|
|||||||
2
|
0.07%
|
0.31%
|
0.07%
|
0.13%
|
0.19%
|
0.30%
|
|||||||
3
|
0.10%
|
0.34%
|
0.09%
|
0.17%
|
0.22%
|
0.34%
|
|||||||
4
|
0.21%
|
0.56%
|
0.31%
|
0.46%
|
0.56%
|
0.95%
|
|||||||
5
|
0.50%
|
0.91%
|
0.67%
|
0.85%
|
0.99%
|
1.73%
|
|||||||
6
|
0.92%
|
1.20%
|
0.96%
|
1.17%
|
1.31%
|
||||||||
7
|
1.27%
|
1.48%
|
1.19%
|
1.44%
|
1.54%
|
||||||||
8
|
1.57%
|
1.75%
|
1.42%
|
1.71%
|
1.76%
|
||||||||
9
|
1.82%
|
2.02%
|
1.64%
|
1.95%
|
1.93%
|
||||||||
10
|
2.04%
|
2.27%
|
1.85%
|
2.17%
|
2.13%
|
||||||||
11
|
2.22%
|
2.50%
|
2.05%
|
2.37%
|
2.27%
|
||||||||
12
|
2.53%
|
2.72%
|
2.24%
|
2.56%
|
2.43%
|
||||||||
13
|
2.88%
|
2.93%
|
2.41%
|
2.72%
|
2.56%
|
||||||||
14
|
3.21%
|
3.12%
|
2.57%
|
2.87%
|
2.69%
|
||||||||
15
|
3.51%
|
3.29%
|
2.73%
|
2.99%
|
2.85%
|
||||||||
16
|
3.75%
|
3.44%
|
2.87%
|
3.10%
|
2.82%
|
||||||||
17
|
3.94%
|
3.58%
|
2.99%
|
3.20%
|
2.57%
|
||||||||
18
|
4.09%
|
3.71%
|
3.10%
|
3.29%
|
|||||||||
19
|
4.23%
|
3.82%
|
3.19%
|
3.54%
|
|||||||||
20
|
4.33%
|
3.92%
|
3.27%
|
3.80%
|
|||||||||
21
|
4.42%
|
3.99%
|
3.33%
|
4.05%
|
|||||||||
22
|
4.50%
|
4.05%
|
3.38%
|
4.32%
|
|||||||||
23
|
4.56%
|
4.09%
|
3.42%
|
4.44%
|
|||||||||
24
|
4.63%
|
4.13%
|
3.45%
|
4.57%
|
Device Payment Plan Static Pool Cumulative Loss History By Percentage of Dollar Amount After Application of First Payment Filter(9)(11)
|
|||||||||||||
Origination Vintage
|
|||||||||||||
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
||||||||
Months Since Origination
|
Aggregate principal balance of device payment plan agreements originated ($)(10)
|
$323,341,167
|
$4,339,217,032
|
$12,777,015,214
|
$15,010,604,585
|
$15,965,852,134
|
$7,604,648,865
|
||||||
0
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
|||||||
1
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
|||||||
2
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
|||||||
3
|
0.00%
|
0.00%
|
0.01%
|
0.01%
|
0.01%
|
0.01%
|
|||||||
4
|
0.03%
|
0.03%
|
0.03%
|
0.04%
|
0.04%
|
0.04%
|
|||||||
5
|
0.15%
|
0.11%
|
0.12%
|
0.17%
|
0.15%
|
0.17%
|
|||||||
6
|
0.36%
|
0.28%
|
0.29%
|
0.40%
|
0.36%
|
||||||||
7
|
0.61%
|
0.50%
|
0.49%
|
0.64%
|
0.58%
|
||||||||
8
|
0.88%
|
0.75%
|
0.71%
|
0.90%
|
0.83%
|
||||||||
9
|
1.13%
|
1.00%
|
0.92%
|
1.13%
|
1.04%
|
||||||||
10
|
1.34%
|
1.25%
|
1.13%
|
1.36%
|
1.25%
|
||||||||
11
|
1.53%
|
1.49%
|
1.33%
|
1.56%
|
1.43%
|
||||||||
12
|
1.84%
|
1.71%
|
1.52%
|
1.75%
|
1.61%
|
||||||||
13
|
2.19%
|
1.92%
|
1.70%
|
1.91%
|
1.77%
|
||||||||
14
|
2.52%
|
2.11%
|
1.86%
|
2.06%
|
1.92%
|
||||||||
15
|
2.82%
|
2.28%
|
2.02%
|
2.18%
|
2.08%
|
||||||||
16
|
3.06%
|
2.44%
|
2.16%
|
2.29%
|
2.07%
|
||||||||
17
|
3.25%
|
2.58%
|
2.28%
|
2.39%
|
1.80%
|
||||||||
18
|
3.41%
|
2.71%
|
2.39%
|
2.48%
|
|||||||||
19
|
3.54%
|
2.82%
|
2.48%
|
2.70%
|
|||||||||
20
|
3.65%
|
2.92%
|
2.56%
|
2.91%
|
|||||||||
21
|
3.74%
|
2.99%
|
2.63%
|
3.13%
|
|||||||||
22
|
3.82%
|
3.05%
|
2.68%
|
3.35%
|
|||||||||
23
|
3.88%
|
3.10%
|
2.72%
|
3.46%
|
|||||||||
24
|
3.95%
|
3.13%
|
2.75%
|
3.57%
|
Device Payment Plan Static Pool Cumulative Prepayment History By Percentage of Dollar Amount(12)
|
||||||||||||||
Origination Vintage
|
||||||||||||||
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
|||||||||
Months Since Origination
|
Aggregate principal balance of device payment plan agreements originated ($)(10)
|
$325,871,427
|
$4,386,719,507
|
$12,878,390,049
|
$15,140,712,967
|
$16,135,834,326
|
$7,997,094,473
|
|||||||
0
|
0.02%
|
0.01%
|
0.05%
|
0.12%
|
0.10%
|
0.03%
|
||||||||
1
|
0.10%
|
0.11%
|
0.23%
|
0.42%
|
0.48%
|
0.34%
|
||||||||
2
|
0.24%
|
0.28%
|
0.41%
|
0.69%
|
0.88%
|
0.75%
|
||||||||
3
|
0.41%
|
0.46%
|
0.59%
|
1.07%
|
1.21%
|
1.07%
|
||||||||
4
|
0.62%
|
0.66%
|
0.78%
|
1.41%
|
1.53%
|
1.40%
|
||||||||
5
|
0.92%
|
0.89%
|
0.99%
|
1.72%
|
1.87%
|
1.86%
|
||||||||
6
|
1.30%
|
1.17%
|
1.23%
|
2.04%
|
2.22%
|
|||||||||
7
|
1.71%
|
1.54%
|
1.49%
|
2.39%
|
2.66%
|
|||||||||
8
|
2.15%
|
1.98%
|
1.79%
|
2.75%
|
3.08%
|
|||||||||
9
|
2.63%
|
2.51%
|
2.12%
|
3.15%
|
3.57%
|
|||||||||
10
|
3.34%
|
3.15%
|
2.49%
|
3.58%
|
4.15%
|
|||||||||
11
|
4.50%
|
3.93%
|
2.94%
|
4.10%
|
4.77%
|
|||||||||
12
|
6.53%
|
5.02%
|
3.52%
|
4.75%
|
5.56%
|
|||||||||
13
|
9.37%
|
6.43%
|
4.26%
|
5.59%
|
6.44%
|
|||||||||
14
|
11.49%
|
7.68%
|
4.99%
|
6.49%
|
7.22%
|
|||||||||
15
|
13.10%
|
8.72%
|
5.69%
|
7.31%
|
7.68%
|
|||||||||
16
|
14.40%
|
9.62%
|
6.36%
|
8.02%
|
8.01%
|
|||||||||
17
|
15.41%
|
10.41%
|
7.00%
|
8.65%
|
8.19%
|
|||||||||
18
|
16.19%
|
11.11%
|
7.63%
|
9.23%
|
||||||||||
19
|
16.78%
|
11.70%
|
8.25%
|
10.11%
|
||||||||||
20
|
17.22%
|
12.18%
|
8.83%
|
10.79%
|
||||||||||
21
|
17.55%
|
12.55%
|
9.31%
|
11.28%
|
||||||||||
22
|
17.79%
|
12.88%
|
9.67%
|
11.64%
|
||||||||||
23
|
17.90%
|
13.09%
|
9.93%
|
11.88%
|
||||||||||
24
|
17.93%
|
13.20%
|
10.04%
|
12.00%
|
Device Payment Plan Static Pool Cumulative Upgrade Prepayment History By Percentage of Dollar Amount(13)
|
|||||||||||||
Origination Vintage
|
|||||||||||||
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
||||||||
Months Since Origination
|
Aggregate principal balance of device payment plan agreements originated ($)(10)
|
$325,871,427
|
$4,386,719,507
|
$12,878,390,049
|
$15,140,712,967
|
$16,135,834,326
|
$7,997,094,473
|
||||||
0
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
|||||||
1
|
0.00%
|
0.01%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
|||||||
2
|
0.01%
|
0.04%
|
0.00%
|
0.01%
|
0.01%
|
0.00%
|
|||||||
3
|
0.04%
|
0.09%
|
0.01%
|
0.02%
|
0.02%
|
0.01%
|
|||||||
4
|
0.12%
|
0.16%
|
0.02%
|
0.03%
|
0.05%
|
0.02%
|
|||||||
5
|
0.27%
|
0.28%
|
0.03%
|
0.06%
|
0.08%
|
0.03%
|
|||||||
6
|
0.49%
|
0.43%
|
0.04%
|
0.09%
|
0.12%
|
||||||||
7
|
0.77%
|
0.65%
|
0.06%
|
0.14%
|
0.20%
|
||||||||
8
|
1.07%
|
0.93%
|
0.08%
|
0.20%
|
0.31%
|
||||||||
9
|
1.40%
|
1.30%
|
0.12%
|
0.27%
|
0.46%
|
||||||||
10
|
1.93%
|
1.74%
|
0.17%
|
0.38%
|
0.66%
|
||||||||
11
|
2.87%
|
2.29%
|
0.25%
|
0.53%
|
0.92%
|
||||||||
12
|
4.64%
|
3.12%
|
0.42%
|
0.78%
|
1.30%
|
||||||||
13
|
7.20%
|
4.26%
|
0.72%
|
1.20%
|
1.73%
|
||||||||
14
|
9.07%
|
5.22%
|
1.00%
|
1.69%
|
2.08%
|
||||||||
15
|
10.42%
|
5.96%
|
1.22%
|
2.09%
|
2.16%
|
||||||||
16
|
11.48%
|
6.53%
|
1.40%
|
2.38%
|
2.32%
|
||||||||
17
|
12.25%
|
6.99%
|
1.55%
|
2.60%
|
2.37%
|
||||||||
18
|
12.81%
|
7.37%
|
1.69%
|
2.76%
|
|||||||||
19
|
13.20%
|
7.67%
|
1.82%
|
2.97%
|
|||||||||
20
|
13.46%
|
7.88%
|
1.95%
|
3.10%
|
|||||||||
21
|
13.61%
|
8.01%
|
2.03%
|
3.16%
|
|||||||||
22
|
13.69%
|
8.10%
|
2.09%
|
3.08%
|
|||||||||
23
|
13.73%
|
8.16%
|
2.11%
|
3.09%
|
|||||||||
24
|
13.74%
|
8.19%
|
2.13%
|
3.03%
|
Device Payment Plan Static Pool Delinquency Categorization By Dollar Amount for Yearly Origination Pools(14)(15)
2013(16)
|
||||||||||||
End of Month Aggregate Principal Balance(17)
|
Delinquencies
|
|||||||||||
31-60 days(18)
|
61-90 days(18)
|
91-120 days(18)
|
121+ days(18)
|
>60 days Delinquent %(19)
|
||||||||
Months Since Origination
|
||||||||||||
0
|
$ 194,938,907
|
$ 485,310
|
$ 13,222
|
$ 2,600
|
$ 3,950
|
0.01%
|
||||||
1
|
185,885,182
|
1,109,567
|
13,598
|
527
|
*
|
0.01%
|
||||||
2
|
177,581,408
|
2,789,538
|
140,264
|
4,380
|
917
|
0.08%
|
||||||
3
|
168,712,053
|
3,423,902
|
748,495
|
77,638
|
4,105
|
0.49%
|
||||||
4
|
159,889,358
|
2,382,472
|
1,095,510
|
412,229
|
47,029
|
0.97%
|
||||||
5
|
150,885,429
|
2,199,869
|
920,900
|
585,451
|
212,071
|
1.14%
|
||||||
6
|
141,642,751
|
2,319,332
|
823,158
|
496,040
|
254,669
|
1.11%
|
||||||
7
|
132,538,738
|
2,362,586
|
859,629
|
516,527
|
269,605
|
1.24%
|
||||||
8
|
123,282,654
|
2,380,982
|
827,848
|
547,330
|
315,182
|
1.37%
|
||||||
9
|
114,200,042
|
2,163,089
|
841,882
|
525,817
|
492,808
|
1.63%
|
||||||
10
|
104,580,348
|
2,073,692
|
815,225
|
548,169
|
754,546
|
2.03%
|
||||||
11
|
94,012,679
|
1,912,721
|
807,501
|
525,005
|
997,291
|
2.48%
|
||||||
12
|
81,354,149
|
1,779,595
|
787,626
|
519,828
|
737,087
|
2.51%
|
||||||
13
|
68,066,753
|
1,643,617
|
740,884
|
510,698
|
383,658
|
2.40%
|
||||||
14
|
57,702,191
|
1,390,934
|
642,858
|
493,942
|
366,487
|
2.61%
|
||||||
15
|
48,647,195
|
1,096,676
|
518,265
|
424,408
|
393,226
|
2.75%
|
||||||
16
|
40,180,709
|
999,036
|
417,166
|
311,770
|
322,115
|
2.62%
|
||||||
17
|
32,858,264
|
785,189
|
365,891
|
252,409
|
260,676
|
2.68%
|
||||||
18
|
26,411,683
|
638,434
|
311,754
|
225,902
|
222,250
|
2.88%
|
||||||
19
|
20,520,403
|
548,380
|
270,436
|
194,005
|
193,345
|
3.21%
|
||||||
20
|
15,116,604
|
435,656
|
236,558
|
160,756
|
171,795
|
3.76%
|
||||||
21
|
10,257,414
|
329,245
|
177,952
|
149,418
|
149,137
|
4.65%
|
||||||
22
|
5,751,382
|
228,830
|
131,251
|
108,337
|
139,905
|
6.60%
|
||||||
23
|
2,106,925
|
132,169
|
91,977
|
76,687
|
109,089
|
13.18%
|
||||||
24
|
519,242
|
59,786
|
58,165
|
48,378
|
74,727
|
34.91%
|
Device Payment Plan Static Pool Delinquency Categorization By Dollar Amount for Yearly Origination Pools(14)(15)
2014
|
||||||||||||
End of Month Aggregate Principal Balance(17)
|
Delinquencies
|
|||||||||||
31-60 days(18)
|
61-90 days(18)
|
91-120 days(18)
|
121+ days(18)
|
>60 days Delinquent %(19)
|
||||||||
Months Since Origination
|
||||||||||||
0
|
$ 4,345,340,395
|
$ 9,000,996
|
$ 318,800
|
$ 20,317
|
$ 85,463
|
0.01%
|
||||||
1
|
4,227,561,044
|
14,370,339
|
364,257
|
48,205
|
22,125
|
0.01%
|
||||||
2
|
4,031,971,895
|
65,758,545
|
2,318,081
|
166,103
|
60,909
|
0.06%
|
||||||
3
|
3,834,979,292
|
83,518,777
|
18,550,467
|
1,250,277
|
147,820
|
0.52%
|
||||||
4
|
3,629,678,459
|
67,637,560
|
29,544,178
|
8,057,074
|
628,334
|
1.05%
|
||||||
5
|
3,417,725,062
|
56,805,270
|
22,647,137
|
12,845,924
|
3,963,595
|
1.15%
|
||||||
6
|
3,206,760,577
|
49,717,214
|
19,415,206
|
10,907,424
|
7,373,454
|
1.18%
|
||||||
7
|
2,994,481,693
|
46,671,189
|
17,532,658
|
10,791,887
|
7,579,061
|
1.20%
|
||||||
8
|
2,781,407,473
|
44,389,510
|
17,019,743
|
10,144,219
|
7,461,208
|
1.24%
|
||||||
9
|
2,567,009,455
|
41,793,891
|
16,102,829
|
9,964,420
|
6,963,055
|
1.29%
|
||||||
10
|
2,349,778,517
|
39,650,286
|
15,178,375
|
9,393,371
|
6,686,547
|
1.33%
|
||||||
11
|
2,131,097,138
|
36,021,446
|
14,240,719
|
8,920,922
|
6,282,764
|
1.38%
|
||||||
12
|
1,902,284,843
|
31,807,598
|
13,204,721
|
8,228,863
|
5,939,765
|
1.44%
|
||||||
13
|
1,667,766,738
|
29,100,076
|
12,071,326
|
7,607,979
|
5,546,685
|
1.51%
|
||||||
14
|
1,447,609,362
|
25,766,457
|
11,047,239
|
7,000,588
|
5,245,393
|
1.61%
|
||||||
15
|
1,241,524,523
|
22,156,029
|
9,703,914
|
6,442,665
|
4,927,767
|
1.70%
|
||||||
16
|
1,049,297,618
|
18,745,873
|
8,409,175
|
5,622,156
|
4,752,479
|
1.79%
|
||||||
17
|
868,904,384
|
15,643,086
|
7,179,247
|
4,774,279
|
4,220,402
|
1.86%
|
||||||
18
|
699,608,060
|
12,894,467
|
6,001,794
|
3,979,362
|
3,618,573
|
1.94%
|
||||||
19
|
541,038,024
|
10,244,567
|
4,953,203
|
3,275,897
|
3,023,184
|
2.08%
|
||||||
20
|
396,604,554
|
7,920,211
|
3,910,398
|
2,627,336
|
2,519,217
|
2.28%
|
||||||
21
|
279,593,282
|
5,841,872
|
3,049,938
|
2,040,035
|
2,092,920
|
2.57%
|
||||||
22
|
181,112,335
|
4,012,677
|
2,272,115
|
1,571,903
|
1,777,062
|
3.10%
|
||||||
23
|
96,161,922
|
2,581,363
|
1,522,859
|
1,159,625
|
1,456,505
|
4.30%
|
||||||
24
|
30,942,096
|
1,441,646
|
988,413
|
743,751
|
1,187,347
|
9.44%
|
Device Payment Plan Static Pool Delinquency Categorization By Dollar Amount for Yearly Origination Pools(14)(15)
2015
|
||||||||||||
End of Month Aggregate Principal Balance(17)
|
Delinquencies
|
|||||||||||
31-60 days(18)
|
61-90 days(18)
|
91-120 days(18)
|
121+ days(18)
|
>60 days Delinquent %(19)
|
||||||||
Months Since Origination
|
||||||||||||
0
|
$ 12,865,295,501
|
$ 36,970,159
|
$ 3,222,629
|
$ 379,626
|
$ 273,441
|
0.03%
|
||||||
1
|
12,520,767,818
|
47,238,356
|
1,983,497
|
395,130
|
150,328
|
0.02%
|
||||||
2
|
11,974,512,808
|
175,932,443
|
7,231,380
|
811,018
|
322,179
|
0.07%
|
||||||
3
|
11,422,638,520
|
223,064,307
|
47,465,663
|
3,283,424
|
609,132
|
0.45%
|
||||||
4
|
10,843,361,232
|
174,530,300
|
75,112,327
|
17,217,681
|
1,452,024
|
0.86%
|
||||||
5
|
10,247,141,099
|
149,722,572
|
56,836,506
|
26,323,467
|
5,483,041
|
0.87%
|
||||||
6
|
9,659,908,349
|
138,689,311
|
49,762,751
|
22,873,614
|
9,341,734
|
0.85%
|
||||||
7
|
9,079,104,999
|
131,148,894
|
46,434,232
|
23,018,098
|
9,329,069
|
0.87%
|
||||||
8
|
8,497,031,137
|
124,011,814
|
45,141,624
|
21,487,621
|
9,071,286
|
0.89%
|
||||||
9
|
7,915,751,756
|
116,867,804
|
43,386,096
|
20,592,814
|
9,049,714
|
0.92%
|
||||||
10
|
7,334,002,081
|
108,172,941
|
41,291,917
|
19,496,675
|
8,937,468
|
0.95%
|
||||||
11
|
6,749,037,736
|
98,725,166
|
38,029,576
|
18,263,777
|
8,798,600
|
0.96%
|
||||||
12
|
6,153,777,457
|
89,300,306
|
34,645,733
|
16,891,347
|
8,431,389
|
0.97%
|
||||||
13
|
5,549,887,430
|
81,610,992
|
31,363,667
|
15,350,708
|
8,123,321
|
0.99%
|
||||||
14
|
4,959,026,345
|
73,018,896
|
28,525,668
|
14,041,079
|
7,600,112
|
1.01%
|
||||||
15
|
4,380,035,369
|
63,807,673
|
25,710,982
|
12,507,198
|
6,929,603
|
1.03%
|
||||||
16
|
3,819,723,482
|
54,648,192
|
22,161,949
|
11,139,634
|
6,177,683
|
1.03%
|
||||||
17
|
3,273,255,906
|
45,679,387
|
18,645,018
|
9,623,849
|
5,458,407
|
1.03%
|
||||||
18
|
2,742,801,033
|
37,512,815
|
15,322,091
|
7,972,446
|
4,896,252
|
1.03%
|
||||||
19
|
2,230,723,030
|
30,866,974
|
12,381,291
|
6,534,888
|
4,277,036
|
1.04%
|
||||||
20
|
1,741,855,778
|
24,370,313
|
9,877,217
|
5,309,521
|
3,595,622
|
1.08%
|
||||||
21
|
1,283,336,129
|
18,769,668
|
7,750,434
|
4,233,580
|
3,015,744
|
1.17%
|
||||||
22
|
857,717,683
|
13,726,165
|
5,918,989
|
3,336,392
|
2,534,000
|
1.37%
|
||||||
23
|
466,389,089
|
9,047,030
|
4,307,923
|
2,588,937
|
2,116,348
|
1.93%
|
||||||
24
|
138,589,277
|
5,136,081
|
2,942,473
|
1,910,796
|
1,796,990
|
4.80%
|
Device Payment Plan Static Pool Delinquency Categorization By Dollar Amount for Yearly Origination Pools(14)(15)
2016
|
||||||||||||
End of Month Aggregate Principal Balance(17)
|
Delinquencies
|
|||||||||||
31-60 days(18)
|
61-90 days(18)
|
91-120 days(18)
|
121+ days(18)
|
>60 days Delinquent %(19)
|
||||||||
Months Since Origination
|
||||||||||||
0
|
$ 15,103,755,339
|
$ 57,946,023
|
$ 6,184,834
|
$ 774,583
|
$ 427,213
|
0.05%
|
||||||
1
|
14,691,603,036
|
76,493,726
|
3,026,689
|
535,863
|
233,871
|
0.03%
|
||||||
2
|
14,021,096,855
|
242,014,879
|
11,466,951
|
1,104,766
|
522,722
|
0.09%
|
||||||
3
|
13,334,425,324
|
266,211,288
|
73,482,476
|
5,022,723
|
804,846
|
0.59%
|
||||||
4
|
12,637,202,530
|
204,393,573
|
93,954,038
|
27,342,124
|
2,072,002
|
0.98%
|
||||||
5
|
11,921,719,203
|
184,881,712
|
69,470,357
|
35,742,758
|
8,650,844
|
0.96%
|
||||||
6
|
11,216,649,792
|
167,752,401
|
63,815,615
|
28,478,560
|
13,522,400
|
0.94%
|
||||||
7
|
10,522,156,060
|
156,260,497
|
56,646,694
|
28,753,741
|
12,803,140
|
0.93%
|
||||||
8
|
9,828,863,791
|
144,073,066
|
52,122,391
|
24,934,091
|
12,345,084
|
0.91%
|
||||||
9
|
9,141,362,004
|
132,048,828
|
47,312,021
|
22,982,575
|
11,728,966
|
0.90%
|
||||||
10
|
8,455,121,181
|
119,746,960
|
42,233,197
|
20,704,258
|
10,954,996
|
0.87%
|
||||||
11
|
7,765,597,633
|
105,504,422
|
37,010,034
|
18,408,194
|
9,932,944
|
0.84%
|
||||||
12
|
7,066,406,648
|
91,728,309
|
32,281,842
|
16,164,543
|
8,586,398
|
0.81%
|
||||||
13
|
6,355,615,090
|
81,561,616
|
27,805,430
|
14,127,916
|
7,423,095
|
0.78%
|
||||||
14
|
5,649,925,430
|
72,433,388
|
24,303,835
|
12,386,872
|
6,425,936
|
0.76%
|
||||||
15
|
4,971,236,871
|
63,813,616
|
21,225,666
|
10,795,371
|
5,643,627
|
0.76%
|
||||||
16
|
4,325,482,770
|
54,863,554
|
18,490,096
|
9,626,819
|
4,980,533
|
0.77%
|
||||||
17
|
3,706,020,657
|
46,707,050
|
15,751,560
|
8,397,446
|
4,297,713
|
0.77%
|
||||||
18
|
3,109,371,217
|
39,418,634
|
13,453,648
|
7,154,278
|
3,825,938
|
0.79%
|
||||||
19
|
2,171,753,197
|
28,838,269
|
10,118,594
|
5,575,263
|
3,042,105
|
0.86%
|
||||||
20
|
1,459,278,589
|
20,668,402
|
7,494,082
|
4,194,612
|
2,442,163
|
0.97%
|
||||||
21
|
919,487,595
|
14,015,007
|
5,357,485
|
3,042,049
|
1,916,479
|
1.12%
|
||||||
22
|
517,592,295
|
9,020,075
|
3,613,617
|
2,199,736
|
1,414,918
|
1.40%
|
||||||
23
|
245,603,170
|
5,316,704
|
2,381,976
|
1,483,482
|
1,154,372
|
2.04%
|
||||||
24
|
60,236,923
|
2,578,395
|
1,403,789
|
965,112
|
888,615
|
5.41%
|
Device Payment Plan Static Pool Delinquency Categorization By Dollar Amount for Yearly Origination Pools(14)(15)
2017
|
||||||||||||
End of Month Aggregate Principal Balance(17)
|
Delinquencies
|
|||||||||||
31-60 days(18)
|
61-90 days(18)
|
91-120 days(18)
|
121+ days(18)
|
>60 days Delinquent %(19)
|
||||||||
Months Since Origination
|
||||||||||||
0
|
$ 16,096,215,632
|
$ 54,887,616
|
$ 4,618,455
|
$ 521,363
|
$ 453,382
|
0.03%
|
||||||
1
|
15,608,531,695
|
83,202,502
|
2,786,730
|
525,645
|
176,967
|
0.02%
|
||||||
2
|
14,866,350,331
|
284,740,356
|
13,308,499
|
1,267,508
|
508,220
|
0.10%
|
||||||
3
|
14,133,327,766
|
279,290,500
|
91,122,454
|
6,125,149
|
1,024,091
|
0.70%
|
||||||
4
|
13,358,573,751
|
201,065,617
|
96,786,366
|
37,355,983
|
2,662,216
|
1.02%
|
||||||
5
|
12,573,835,368
|
181,483,355
|
60,283,658
|
37,984,184
|
12,008,810
|
0.88%
|
||||||
6
|
11,810,039,173
|
166,054,235
|
55,615,898
|
27,459,002
|
15,559,013
|
0.84%
|
||||||
7
|
9,618,200,071
|
131,354,858
|
42,569,803
|
23,496,243
|
11,310,134
|
0.80%
|
||||||
8
|
7,717,391,919
|
106,432,910
|
33,812,384
|
17,528,696
|
8,515,632
|
0.78%
|
||||||
9
|
6,347,380,063
|
85,866,086
|
27,479,972
|
14,029,786
|
6,451,757
|
0.76%
|
||||||
10
|
5,119,965,210
|
68,311,069
|
21,756,851
|
11,381,459
|
5,063,936
|
0.75%
|
||||||
11
|
4,139,547,014
|
54,410,083
|
17,376,103
|
9,068,297
|
4,231,810
|
0.74%
|
||||||
12
|
3,213,119,735
|
40,474,924
|
13,218,707
|
6,855,708
|
3,304,832
|
0.73%
|
||||||
13
|
2,391,322,117
|
28,643,385
|
9,468,443
|
5,147,728
|
2,566,670
|
0.72%
|
||||||
14
|
1,681,391,884
|
20,754,215
|
6,650,204
|
3,373,450
|
1,838,734
|
0.71%
|
||||||
15
|
1,080,173,017
|
13,786,257
|
4,361,658
|
2,183,348
|
1,179,692
|
0.72%
|
||||||
16
|
624,587,885
|
7,732,471
|
2,517,845
|
1,146,943
|
613,313
|
0.68%
|
||||||
17
|
278,684,209
|
2,851,399
|
1,023,531
|
424,360
|
235,394
|
0.60%
|
Device Payment Plan Static Pool Delinquency Categorization By Dollar Amount for Yearly Origination Pools(14)(15)
2018
|
||||||||||||
End of Month Aggregate Principal Balance(17)
|
Delinquencies
|
|||||||||||
31-60 days(18)
|
61-90 days(18)
|
91-120 days(18)
|
121+ days(18)
|
>60 days Delinquent %(19)
|
||||||||
Months Since Origination
|
||||||||||||
0
|
$ 7,970,786,652
|
$ 26,503,997
|
$ 2,068,623
|
$ 286,855
|
$ 202,169
|
0.03%
|
||||||
1
|
6,358,869,725
|
26,126,890
|
1,288,845
|
295,698
|
131,704
|
0.03%
|
||||||
2
|
4,808,882,618
|
102,558,900
|
4,582,276
|
574,642
|
248,644
|
0.11%
|
||||||
3
|
3,446,048,892
|
81,249,620
|
30,166,796
|
1,945,341
|
402,767
|
0.94%
|
||||||
4
|
2,022,495,369
|
35,275,813
|
20,442,262
|
7,133,458
|
601,243
|
1.39%
|
||||||
5
|
902,982,360
|
13,449,186
|
5,748,892
|
3,293,698
|
1,146,611
|
1.13%
|
(1) |
Weighted averages are weighted by the aggregate principal balance of the Receivables as of each cutoff date for the applicable transaction.
|
(2) |
Excludes Receivables that have Obligors who did not have FICO® Scores because they are individuals with minimal or no recent credit history.
|
(3) |
This FICO® Score reflects the FICO® Score 8 of the related Obligor. The FICO® Score is calculated, with respect to each Receivable for which the Obligor (i) had an account with Verizon Wireless on or prior to March 30, 2016, and with respect to Receivables originated prior to June 1, 2016, as of April 3, 2016; (ii) had an account with Verizon Wireless on or prior to March 30, 2016, and with respect to Receivables originated on or after June 1, 2016, on or about the date on which such Receivable was originated; and (iii) first obtained an account with Verizon Wireless after March 30, 2016, on or about the date on which such Receivable was originated.
|
(4) |
Includes both voluntary and required down payments.
|
(5) |
Comprised of Obligors whose wireless devices were subject to Verizon Wireless’ Annual Upgrade Program as of the applicable date.
|
(6) |
Based on the billing addresses of the Obligors.
|
(7) |
Customer Tenure reflects the number of months the Obligor has had a Verizon Wireless account based on the oldest active account establishment date for a customer, which may include periods of up to 50 days of disconnected service, up to 90 days of suspended service or longer service suspensions in connection with the Servicemembers Civil Relief Act.
|
(8) |
As a percentage of the aggregate principal balance for Receivables with Obligors with 12 months or more, but less than 60 months of Customer Tenure with Verizon Wireless.
|
(9) |
As a percentage of the aggregate principal balance for Receivables with Obligors with 60 months or more of Customer Tenure with Verizon Wireless
|
(10) |
Beginning of Month Aggregate Principal Balance equals the principal balance of Receivables at the beginning of the monthly period, including Additional Receivables sold to the Trust through the prior payment date.
|
(11) |
Cumulative Losses equals the aggregate principal balance of Receivables that have been written-off through the period as a percentage of the Initial Principal Balance + Prior Months' Additional Receivables Sold to Trust Through Prior Payment Date.
|
(12) |
Prepayments reflects the sum of customer prepayments and prepayments in connection with upgrades as a percentage of the Beginning of Month Aggregate Principal Balance.
|
(13) |
As of the end of each month, the period of delinquency is calculated as the number of days after a bill’s due date with unpaid due charges on an account, excluding accounts that have been written-off. Until July 2017, reflects due dates 25 days after billing. Beginning in August 2017, reflects due dates 22 days after billing.
|
(14) |
The percentage of >60 day delinquent Receivables is calculated as the dollar amount of Receivables greater than 60 days delinquent as a percentage of the End of Month Aggregate Principal Balance.
|
Number of Receivables
|
2,678,861
|
|||
Number of accounts
|
2,181,233
|
|||
Aggregate original principal balance
|
$
|
1,655,617,533.35
|
||
Aggregate principal balance
|
$
|
1,533,223,271.64
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.38
|
||
Maximum
|
$
|
1,230.00
|
||
Average
|
$
|
572.34
|
||
Average monthly payment
|
$
|
25.75
|
||
Weighted average remaining installments (in months)(1)
|
22
|
|||
Weighted average FICO® Score(1)(2)(3)
|
713
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.27
|
%
|
||
Percentage of Receivables with Obligors with a down payment(4)
|
3.81
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.18
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.82
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
68.30
|
%
|
||
Percentage of Receivables with device insurance
|
59.82
|
%
|
||
Percentage of Receivables with account level device insurance
|
N/A
|
|||
Geographic Concentration (Top 3 States)(6)
|
||||
California
|
12.90
|
%
|
||
New York
|
5.77
|
%
|
||
Ohio
|
5.74
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
85
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
100.00
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.00
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
Weighted average FICO® Score(1)(2)(3)
|
713
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.27
|
%
|
||
Percentage of Receivables with Obligors with:
|
||||
Less than 12 months of Customer Tenure with Verizon Wireless(7)
|
16.63
|
%
|
||
7 months or more, but less than 24 months of Customer Tenure with Verizon Wireless(7)
|
9.04
|
%
|
||
60 months or more of Customer Tenure with Verizon Wireless(7)
|
57.81
|
%
|
||
Percentage of Receivables with Obligors (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650 and with:
|
||||
Less than 12 months of Customer Tenure with Verizon Wireless(3)(7)
|
7.10
|
%
|
||
12 months or more, but less than 60 months of Customer Tenure with Verizon Wireless (3)(7)(8)
|
34.90
|
%
|
||
60 months or more of Customer Tenure with Verizon Wireless (3)(7)(9)
|
21.80
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
Additional Receivables Sold to Trust
|
End of Month Aggregate Principal Balance
|
Initial Principal Balance + Prior Months Additional Receivables Sold to Trust Through Prior Payment Date
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60
days(13) |
61-90
days(13) |
91-120
days(13) |
121+
days(13) |
>60 days Delinquent %(14)
|
||||||||
Aug. 2016
|
9/20/2016
|
$1,533,223,271.64
|
$155,882,844.27
|
$1,529,294,363.74
|
$1,533,223,271.64
|
0.00%
|
1.06%
|
$16,090,873.17
|
$3,200,082.22
|
$ 275,376.35
|
$ 15,070.88
|
0.25%
|
Sept. 2016
|
10/20/2016
|
1,529,294,363.74
|
77,093,356.84
|
1,522,235,257.60
|
1,689,106,115.91
|
0.01%
|
0.54%
|
15,359,671.97
|
4,993,169.25
|
2,388,773.34
|
213,467.55
|
0.53%
|
Oct. 2016
|
11/21/2016
|
1,522,235,257.60
|
84,149,283.46
|
1,516,990,872.12
|
1,766,199,472.75
|
0.13%
|
0.54%
|
16,238,911.57
|
5,360,802.33
|
3,615,088.14
|
1,031,226.77
|
0.70%
|
Nov. 2016
|
12/20/2016
|
1,516,990,872.12
|
89,796,368.17
|
1,515,812,990.55
|
1,850,348,756.21
|
0.30%
|
0.49%
|
17,632,063.01
|
5,683,096.10
|
3,836,401.77
|
1,580,742.72
|
0.78%
|
Dec. 2016
|
1/20/2017
|
1,515,812,990.55
|
94,281,279.59
|
1,509,699,461.07
|
1,940,145,124.38
|
0.49%
|
0.63%
|
14,318,665.25
|
5,929,926.24
|
4,136,941.06
|
1,885,916.74
|
0.84%
|
Jan. 2017
|
2/21/2017
|
1,509,699,461.07
|
99,546,641.23
|
1,506,443,060.19
|
2,034,426,403.97
|
0.69%
|
0.65%
|
16,684,197.88
|
5,592,774.40
|
4,250,146.39
|
2,035,967.83
|
0.84%
|
Feb. 2017
|
3/20/2017
|
1,506,443,060.19
|
99,423,212.10
|
1,503,551,882.97
|
2,133,973,045.20
|
0.84%
|
0.66%
|
12,826,213.69
|
5,500,960.73
|
3,894,285.69
|
2,286,418.88
|
0.83%
|
Mar. 2017
|
4/20/2017
|
1,503,551,882.97
|
118,126,399.16
|
1,500,483,940.05
|
2,233,396,257.30
|
1.02%
|
0.93%
|
9,659,638.30
|
3,683,831.61
|
4,315,734.91
|
1,828,627.06
|
0.71%
|
Apr. 2017
|
5/22/2017
|
1,500,483,940.05
|
113,953,192.85
|
1,498,471,714.61
|
2,351,522,656.46
|
1.14%
|
1.08%
|
10,171,574.92
|
3,525,410.89
|
3,001,597.30
|
1,583,822.60
|
0.59%
|
May 2017
|
6/20/2017
|
1,498,471,714.61
|
126,557,028.89
|
1,497,128,492.03
|
2,465,475,849.31
|
1.23%
|
1.32%
|
9,409,360.43
|
3,586,943.35
|
2,380,338.59
|
1,315,734.05
|
0.53%
|
Jun. 2017
|
7/20/2017
|
1,497,128,492.03
|
124,517,558.33
|
1,496,818,624.08
|
2,592,032,878.20
|
1.28%
|
1.03%
|
9,973,047.39
|
3,180,543.79
|
2,400,145.04
|
1,216,434.33
|
0.50%
|
Jul. 2017
|
8/21/2017
|
1,496,818,624.08
|
127,609,279.85
|
1,495,982,739.66
|
2,716,550,436.53
|
1.32%
|
1.07%
|
10,991,664.75
|
3,640,481.74
|
2,266,185.30
|
1,250,801.24
|
0.52%
|
Aug. 2017
|
9/20/2017
|
1,495,982,739.66
|
129,705,267.61
|
1,494,198,693.05
|
2,844,159,716.38
|
1.36%
|
1.01%
|
16,511,227.43
|
4,277,914.40
|
2,806,754.43
|
1,279,536.30
|
0.61%
|
Sept. 2017
|
10/20/2017
|
1,494,198,693.05
|
135,027,673.37
|
1,493,253,114.52
|
2,973,864,983.99
|
1.39%
|
1.04%
|
15,926,413.26
|
4,529,121.06
|
3,039,186.50
|
1,521,505.12
|
0.67%
|
Oct. 2017
|
11/20/2017
|
1,493,253,114.52
|
145,519,929.55
|
1,490,929,943.60
|
3,108,892,657.36
|
1.43%
|
1.26%
|
15,122,520.92
|
4,720,366.27
|
3,259,064.99
|
1,661,369.48
|
0.72%
|
Nov. 2017
|
12/20/2017
|
1,490,929,943.60
|
150,987,867.50
|
1,490,304,015.48
|
3,254,412,586.91
|
1.46%
|
1.41%
|
15,469,251.47
|
4,351,131.90
|
3,332,270.67
|
1,699,979.83
|
0.70%
|
Dec. 2017
|
1/22/2018
|
1,490,304,015.48
|
163,286,104.87
|
1,490,639,943.83
|
3,405,400,454.41
|
1.50%
|
1.69%
|
14,664,563.66
|
4,319,728.33
|
3,201,870.14
|
1,806,908.75
|
0.70%
|
Jan. 2018
|
2/20/2018
|
1,490,639,943.83
|
168,289,751.33
|
1,491,668,536.47
|
3,568,686,559.28
|
1.53%
|
1.40%
|
18,197,958.15
|
4,494,766.09
|
3,117,352.27
|
1,528,885.59
|
0.69%
|
Feb. 2018
|
3/20/2018
|
1,491,668,536.47
|
160,660,497.72
|
1,493,007,411.84
|
3,736,976,310.61
|
1.53%
|
1.15%
|
12,309,350.02
|
4,233,563.45
|
3,059,430.22
|
1,680,260.53
|
0.67%
|
Mar. 2018
|
4/20/2018
|
1,493,007,411.84
|
183,555,315.88
|
1,494,204,581.63
|
3,897,636,808.33
|
1.55%
|
1.36%
|
9,533,097.99
|
3,374,998.72
|
3,036,539.44
|
1,611,624.68
|
0.61%
|
Apr. 2018
|
5/21/2018
|
1,494,204,581.63
|
160,445,703.09
|
1,494,991,354.15
|
4,081,192,124.21
|
1.55%
|
1.16%
|
13,240,538.65
|
3,098,076.97
|
2,516,273.44
|
1,823,941.04
|
0.56%
|
May 2018
|
6/20/2018
|
1,494,991,354.15
|
152,231,771.52
|
1,494,810,646.30
|
4,241,637,827.30
|
1.57%
|
1.03%
|
15,018,522.08
|
4,330,769.97
|
2,281,516.18
|
1,343,129.02
|
0.59%
|
Jun. 2018
|
7/20/2018
|
1,494,810,646.30
|
142,746,350.29
|
1,494,399,304.82
|
4,393,869,598.82
|
1.57%
|
1.01%
|
14,308,642.85
|
4,134,240.40
|
3,134,282.17
|
1,295,984.14
|
0.63%
|
Number of Receivables
|
867,367
|
|||
Number of accounts
|
800,385
|
|||
Aggregate original principal balance
|
$
|
538,671,400.00
|
||
Aggregate principal balance
|
$
|
501,203,132.33
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.38
|
||
Maximum
|
$
|
1,178.75
|
||
Average
|
$
|
577.84
|
||
Average monthly payment
|
$
|
25.87
|
||
Weighted average remaining installments (in months)(1)
|
22
|
|||
Percentage of Receivables with Obligors with a down payment(4)
|
3.57
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
52.20
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
1.31
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
60.57
|
%
|
||
Percentage of Receivables with device insurance
|
59.08
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
10.91
|
%
|
||
New York
|
5.78
|
%
|
||
Florida
|
5.24
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
65
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
100.00
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.00
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
||
Weighted average FICO® Score(1)(2)(3)
|
708
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
4.07
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
End of Month Aggregate Principal Balance
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||
Aug. 2016
|
9/20/2016
|
-
|
$155,882,844.27
|
0.00%
|
0.00%
|
-
|
-
|
-
|
-
|
0.00%
|
Sept. 2016
|
10/20/2016
|
$155,882,844.27
|
225,735,310.91
|
0.00%
|
0.11%
|
$1,084,866.62
|
$ 26,355.86
|
$ 641.34
|
-
|
0.01%
|
Oct. 2016
|
11/21/2016
|
225,735,310.91
|
298,602,180.55
|
0.00%
|
0.23%
|
1,941,574.14
|
299,903.46
|
18,928.19
|
$ 891.87
|
0.11%
|
Nov. 2016
|
12/20/2016
|
298,602,180.55
|
373,455,597.29
|
0.01%
|
0.24%
|
3,016,939.76
|
649,309.99
|
235,893.56
|
19,564.04
|
0.24%
|
Dec. 2016
|
1/20/2017
|
373,455,597.29
|
447,770,297.65
|
0.05%
|
0.34%
|
2,499,775.43
|
888,518.70
|
504,355.87
|
109,422.14
|
0.34%
|
Number of Receivables
|
2,818,007
|
|||
Number of accounts
|
2,589,149
|
|||
Aggregate original principal balance
|
$
|
1,813,485,438.81
|
||
Aggregate principal balance
|
$
|
1,534,260,155.31
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.05
|
||
Maximum
|
$
|
1,293.52
|
||
Average
|
$
|
544.45
|
||
Average monthly payment
|
$
|
26.89
|
||
Weighted average remaining installments (in months)(1)
|
22
|
|||
Percentage of Receivables with Obligors with a down payment(4)
|
6.59
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.98
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.02
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
66.29
|
%
|
||
Percentage of Receivables with device insurance
|
55.12
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
10.22
|
%
|
||
New York
|
6.34
|
%
|
||
Florida
|
5.44
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
88
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
99.91
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.09
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
||
Weighted average FICO® Score(1)(2)(3)
|
716
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.69
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
End of Month Aggregate Principal Balance
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90
days(13) |
91-120
days(13) |
121+
days(13) |
>60 days Delinquent %(14)
|
||||||
Jan. 2017
|
2/21/2017
|
-
|
$ 99,546,641.23
|
0.00%
|
0.00%
|
-
|
-
|
-
|
-
|
0.00%
|
Feb. 2017
|
3/20/2017
|
$ 99,546,641.23
|
194,805,226.69
|
0.00%
|
0.04%
|
$ 215,466.19
|
$ 2,124.95
|
$ 508.84
|
$ 105.60
|
0.00%
|
Mar. 2017
|
4/20/2017
|
194,805,226.69
|
302,729,250.36
|
0.00%
|
0.11%
|
544,722.18
|
49,843.57
|
4,994.27
|
1,855.91
|
0.02%
|
Apr. 2017
|
5/22/2017
|
302,729,250.36
|
402,115,086.11
|
0.00%
|
0.14%
|
1,239,447.86
|
130,234.88
|
42,602.86
|
6,806.39
|
0.04%
|
May 2017
|
6/20/2017
|
402,115,086.11
|
507,221,102.35
|
0.01%
|
0.18%
|
1,995,284.70
|
331,928.73
|
92,185.78
|
25,792.81
|
0.09%
|
Jun. 2017
|
7/20/2017
|
507,221,102.35
|
604,958,103.89
|
0.02%
|
0.21%
|
3,027,756.91
|
616,057.00
|
234,185.90
|
54,407.97
|
0.15%
|
Jul. 2017
|
8/21/2017
|
604,958,103.89
|
699,547,292.81
|
0.05%
|
0.30%
|
4,443,014.48
|
1,081,068.97
|
468,883.87
|
120,044.72
|
0.24%
|
Aug. 2017
|
9/20/2017
|
699,547,292.81
|
790,135,145.63
|
0.09%
|
0.32%
|
7,469,225.43
|
1,746,339.70
|
904,051.54
|
271,455.55
|
0.37%
|
Sept. 2017
|
10/20/2017
|
790,135,145.63
|
877,795,938.95
|
0.15%
|
0.42%
|
8,407,597.60
|
2,190,996.61
|
1,241,538.24
|
496,681.07
|
0.45%
|
Oct. 2017
|
11/20/2017
|
877,795,938.95
|
965,474,085.36
|
0.23%
|
0.57%
|
8,909,517.82
|
2,574,155.21
|
1,610,830.54
|
677,472.59
|
0.50%
|
Nov. 2017
|
12/20/2017
|
965,474,085.36
|
1,050,171,096.78
|
0.31%
|
0.76%
|
10,015,261.58
|
2,598,601.27
|
1,842,731.21
|
817,320.10
|
0.50%
|
Dec. 2017
|
1/22/2018
|
1,050,171,096.78
|
1,135,259,664.73
|
0.39%
|
1.03%
|
10,471,314.91
|
2,802,266.96
|
1,923,485.19
|
992,329.23
|
0.50%
|
Number of Receivables
|
1,713,615
|
|||
Number of accounts
|
1,645,661
|
|||
Aggregate original principal balance
|
$
|
1,198,900,984.44
|
||
Aggregate principal balance
|
$
|
967,929,389.83
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.15
|
||
Maximum
|
$
|
1,293.52
|
||
Average
|
$
|
564.85
|
||
Average monthly payment
|
$
|
30.00
|
||
Weighted average remaining installments (in months)(1)
|
20
|
|||
Percentage of Receivables with Obligors with a down payment(4)
|
7.39
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.34
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.66
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
57.69
|
%
|
||
Percentage of Receivables with device insurance
|
63.83
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
11.32
|
%
|
||
New York
|
6.14
|
%
|
||
Florida
|
5.64
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
93
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
99.28
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.72
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
||
Weighted average FICO® Score(1)(2)(3)
|
709
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
4.28
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
End of Month Aggregate Principal Balance
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||
Jan. 2018
|
2/20/2018
|
-
|
$168,289,751.33
|
0.00%
|
0.00%
|
-
|
-
|
-
|
-
|
0.00%
|
Feb. 2018
|
3/20/2018
|
$168,289,751.33
|
320,001,820.57
|
0.00%
|
0.26%
|
$1,247,957.32
|
$ 14,214.12
|
$ 3,894.03
|
$ 519.92
|
0.01%
|
Mar. 2018
|
4/20/2018
|
320,001,820.57
|
483,288,699.37
|
0.00%
|
0.44%
|
2,015,787.91
|
293,335.12
|
16,609.07
|
8,620.88
|
0.07%
|
Apr. 2018
|
5/21/2018
|
483,288,699.37
|
615,029,135.13
|
0.00%
|
0.44%
|
4,570,693.20
|
592,833.74
|
247,172.19
|
28,106.27
|
0.14%
|
May 2018
|
6/20/2018
|
615,029,135.13
|
728,623,320.93
|
0.02%
|
0.45%
|
6,752,735.65
|
1,454,683.05
|
487,078.31
|
128,264.78
|
0.28%
|
Jun. 2018
|
7/20/2018
|
728,623,320.93
|
824,640,752.15
|
0.06%
|
0.48%
|
7,570,500.42
|
1,834,466.10
|
1,086,707.83
|
241,568.30
|
0.38%
|
Number of Receivables
|
2,988,127
|
|||
Number of accounts
|
2,501,412
|
|||
Aggregate original principal balance
|
$
|
1,890,851,342.74
|
||
Aggregate principal balance
|
$
|
1,823,731,596.44
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.19
|
||
Maximum
|
$
|
1,230.00
|
||
Average
|
$
|
610.33
|
||
Average monthly payment
|
$
|
26.36
|
||
Weighted average remaining installments (in months)(1)
|
23
|
|||
Weighted average FICO® Score(1)(2)(3)
|
712
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.44
|
%
|
||
Percentage of Receivables with Obligors with a down payment(4)
|
2.88
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.31
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.69
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
51.50
|
%
|
||
Percentage of Receivables with device insurance
|
57.70
|
%
|
||
Percentage of Receivables with account level device insurance
|
N/A
|
|||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
10.82
|
%
|
||
New York
|
6.95
|
%
|
||
Ohio
|
5.04
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
94
|
|||
Percentage of Receivables with monthly payments
|
100
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100
|
%
|
||
Percentage of Receivables with 24 month original term
|
100
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.00
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
Weighted average FICO® Score(1)(2)(3)
|
712
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.44
|
%
|
||
Percentage of Receivables with Obligors with:
|
||||
Less than 12 months of Customer Tenure with Verizon Wireless(7)
|
9.81
|
%
|
||
7 months or more, but less than 24 months of Customer Tenure with Verizon Wireless(7)
|
8.72
|
%
|
||
60 months or more of Customer Tenure with Verizon Wireless(7)
|
62.15
|
%
|
||
Percentage of Receivables with Obligors (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650 and with:
|
||||
Less than 12 months of Customer Tenure with Verizon Wireless(3)(7)
|
4.15
|
%
|
||
12 months or more, but less than 60 months of Customer Tenure with Verizon Wireless (3)(7)(8)
|
36.77
|
%
|
||
60 months or more of Customer Tenure with Verizon Wireless (3)(7)(9)
|
23.67
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
Additional Receivables Sold to Trust
|
End of Month Aggregate Principal Balance
|
Initial Principal Balance + Prior Months Additional Receivables Sold to Trust Through Prior Payment Date
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90
days(13) |
91-120
days(13) |
121+
days(13) |
>60 days Delinquent %(14)
|
||||||||
Dec. 2016
|
1/20/2017
|
$1,823,731,596.44
|
$297,496,079.97
|
$1,818,887,594.31
|
$1,823,731,596.44
|
0.00%
|
0.33%
|
$17,351,126.23
|
$2,811,225.73
|
$ 85,704.09
|
$ 30,548.91
|
0.19%
|
Jan. 2017
|
2/21/2017
|
1,818,887,594.31
|
88,086,253.48
|
1,811,378,927.02
|
2,121,227,676.41
|
0.01%
|
0.24%
|
19,971,641.20
|
4,721,725.26
|
2,253,551.50
|
138,003.34
|
0.42%
|
Feb. 2017
|
3/20/2017
|
1,811,378,927.02
|
88,067,598.37
|
1,806,664,990.48
|
2,209,313,929.89
|
0.07%
|
0.30%
|
16,609,809.16
|
5,012,493.19
|
3,155,437.69
|
1,030,001.78
|
0.60%
|
Mar. 2017
|
4/20/2017
|
1,806,664,990.48
|
105,893,766.31
|
1,801,595,165.00
|
2,297,381,528.26
|
0.21%
|
0.45%
|
13,444,408.13
|
3,342,321.09
|
4,546,964.93
|
1,344,469.95
|
0.62%
|
Apr. 2017
|
5/22/2017
|
1,801,595,165.00
|
99,515,012.18
|
1,797,420,811.15
|
2,403,275,294.57
|
0.35%
|
0.42%
|
14,781,259.89
|
4,114,771.60
|
3,200,968.77
|
1,357,763.51
|
0.59%
|
May 2017
|
6/20/2017
|
1,797,420,811.15
|
109,694,002.80
|
1,793,042,589.14
|
2,502,790,306.75
|
0.48%
|
0.45%
|
13,243,305.50
|
4,422,725.22
|
2,699,424.85
|
1,234,318.40
|
0.57%
|
Jun. 2017
|
7/20/2017
|
1,793,042,589.14
|
113,766,379.54
|
1,789,709,089.76
|
2,612,484,309.55
|
0.57%
|
0.46%
|
13,435,478.20
|
3,954,161.49
|
2,889,931.45
|
1,222,137.96
|
0.55%
|
Jul. 2017
|
8/21/2017
|
1,789,709,089.76
|
119,278,012.07
|
1,785,763,487.62
|
2,726,250,689.09
|
0.66%
|
0.56%
|
14,257,077.85
|
4,207,683.70
|
2,775,096.18
|
1,417,169.14
|
0.59%
|
Aug. 2017
|
9/20/2017
|
1,785,763,487.62
|
126,465,395.60
|
1,782,620,663.12
|
2,845,528,701.16
|
0.75%
|
0.62%
|
22,874,080.70
|
4,901,118.65
|
3,138,656.61
|
1,581,281.54
|
0.68%
|
Sept. 2017
|
10/20/2017
|
1,782,620,663.12
|
135,438,466.01
|
1,780,395,416.22
|
2,971,994,096.76
|
0.82%
|
0.85%
|
21,092,287.72
|
5,117,302.63
|
3,304,070.30
|
1,754,270.34
|
0.62%
|
Oct. 2017
|
11/20/2017
|
1,780,395,416.22
|
148,626,134.84
|
1,776,763,630.72
|
3,107,432,562.77
|
0.89%
|
1.20%
|
20,016,532.69
|
5,207,359.86
|
3,540,510.35
|
1,796,910.58
|
0.65%
|
Nov. 2017
|
12/20/2017
|
1,776,763,630.72
|
159,687,743.71
|
1,775,151,632.78
|
3,256,058,697.61
|
0.96%
|
1.62%
|
20,972,381.51
|
4,852,667.66
|
3,532,841.63
|
1,794,267.03
|
0.63%
|
Dec. 2017
|
1/22/2018
|
1,775,151,632.78
|
173,727,060.78
|
1,774,339,517.72
|
3,415,746,441.32
|
1.02%
|
1.96%
|
19,923,690.58
|
5,007,511.35
|
3,444,331.49
|
1,894,123.85
|
0.65%
|
Jan. 2018
|
2/20/2018
|
1,774,339,517.72
|
175,828,492.30
|
1,774,089,880.95
|
3,589,473,502.10
|
1.07%
|
1.55%
|
24,993,818.22
|
5,338,490.01
|
3,507,509.68
|
1,713,558.39
|
0.66%
|
Feb. 2018
|
3/20/2018
|
1,774,089,880.95
|
168,478,630.00
|
1,774,435,206.05
|
3,765,301,994.40
|
1.11%
|
1.26%
|
16,419,680.03
|
4,919,628.20
|
3,506,157.24
|
1,792,384.63
|
0.64%
|
Mar. 2018
|
4/20/2018
|
1,774,435,206.05
|
193,867,206.61
|
1,774,469,894.20
|
3,933,780,624.40
|
1.15%
|
1.49%
|
12,510,160.55
|
3,983,269.69
|
3,464,857.42
|
1,851,997.62
|
0.59%
|
Apr. 2018
|
5/21/2018
|
1,774,469,894.20
|
181,709,227.11
|
1,775,128,855.49
|
4,127,647,831.01
|
1.17%
|
1.31%
|
17,419,401.51
|
3,684,207.18
|
2,820,972.45
|
2,028,863.15
|
0.54%
|
May 2018
|
6/20/2018
|
1,775,128,855.49
|
189,733,853.28
|
1,775,804,877.73
|
4,309,357,058.12
|
1.21%
|
1.17%
|
19,843,945.85
|
5,016,974.32
|
2,641,369.00
|
1,486,947.37
|
0.58%
|
Jun. 2018
|
7/20/2018
|
1,775,804,877.73
|
192,579,298.01
|
1,777,135,825.69
|
4,499,090,911.40
|
1.22%
|
1.13%
|
18,701,929.15
|
4,675,667.60
|
3,457,650.61
|
1,415,414.01
|
0.60%
|
Number of Receivables
|
471,313
|
|||
Number of accounts
|
430,979
|
|||
Aggregate original principal balance
|
$
|
303,953,460.87
|
||
Aggregate principal balance
|
$
|
297,496,079.97
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.82
|
||
Maximum
|
$
|
1,230.00
|
||
Average
|
$
|
631.21
|
||
Average monthly payment
|
$
|
26.87
|
||
Weighted average remaining installments (in months)(1)
|
24
|
|||
Percentage of Receivables with Obligors with a down payment(4)
|
2.81
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.10
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.90
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
57.26
|
%
|
||
Percentage of Receivables with device insurance
|
52.39
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
10.81
|
%
|
||
New York
|
6.75
|
%
|
||
Florida
|
5.09
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
88
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
100.00
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.00
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
||
Weighted average FICO® Score(1)(2)(3)
|
709
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.78
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
End of Month Aggregate Principal Balance
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||
Dec. 2016
|
1/20/2017
|
-
|
$297,494,232.69
|
0.00%
|
0.00%
|
-
|
-
|
-
|
-
|
0.00%
|
Number of Receivables
|
2,707,541
|
|||
Number of accounts
|
2,530,529
|
|||
Aggregate original principal balance
|
$
|
1,749,412,284.44
|
||
Aggregate principal balance
|
$
|
1,468,245,825.69
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.05
|
||
Maximum
|
$
|
1,349.99
|
||
Average
|
$
|
542.28
|
||
Average monthly payment
|
$
|
27.04
|
||
Weighted average remaining installments (in months)(1)
|
21
|
|||
Percentage of Receivables with Obligors with a down payment(4)
|
5.94
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.64
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.36
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
62.48
|
%
|
||
Percentage of Receivables with device insurance
|
55.92
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
10.51
|
%
|
||
New York
|
6.18
|
%
|
||
Florida
|
5.37
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
95
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
99.84
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.16
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
||
Weighted average FICO® Score(1)(2)(3)
|
711
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.61
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
End of Month Aggregate Principal Balance
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||
Jan. 2017
|
2/21/2017
|
-
|
$ 88,086,253.48
|
0.00%
|
0.00%
|
-
|
-
|
-
|
-
|
0.00%
|
Feb. 2017
|
3/20/2017
|
$ 88,086,253.48
|
172,655,806.32
|
0.00%
|
0.11%
|
$ 651,379.24
|
$ 27,572.78
|
$ 4,481.73
|
$ 458.33
|
0.02%
|
Mar. 2017
|
4/20/2017
|
172,655,806.32
|
269,586,758.34
|
0.00%
|
0.18%
|
1,036,898.65
|
189,459.18
|
21,433.06
|
8,654.89
|
0.08%
|
Apr. 2017
|
5/22/2017
|
269,586,758.34
|
356,493,649.23
|
0.00%
|
0.17%
|
2,190,957.00
|
335,003.00
|
142,525.00
|
26,533.00
|
0.14%
|
May 2017
|
6/20/2017
|
356,493,649.23
|
447,257,045.12
|
0.03%
|
0.21%
|
2,642,482.69
|
567,590.18
|
233,676.30
|
74,422.45
|
0.20%
|
Jun. 2017
|
7/20/2017
|
447,257,045.12
|
536,295,305.50
|
0.06%
|
0.25%
|
3,341,294.06
|
754,429.55
|
363,168.38
|
106,758.20
|
0.23%
|
Jul. 2017
|
8/21/2017
|
536,295,305.50
|
624,472,081.34
|
0.10%
|
0.32%
|
4,335,119.84
|
1,029,084.71
|
538,036.17
|
200,175.15
|
0.28%
|
Aug. 2017
|
9/20/2017
|
624,472,081.34
|
713,069,062.70
|
0.15%
|
0.35%
|
8,244,102.60
|
1,484,567.06
|
772,368.68
|
319,906.10
|
0.36%
|
Sept. 2017
|
10/20/2017
|
713,069,062.70
|
803,600,998.30
|
0.20%
|
0.45%
|
8,798,834.14
|
1,775,841.27
|
976,711.45
|
450,024.78
|
0.40%
|
Oct. 2017
|
11/20/2017
|
803,600,998.30
|
897,528,480.65
|
0.25%
|
0.60%
|
9,331,256.98
|
2,086,533.27
|
1,237,000.26
|
558,017.06
|
0.43%
|
Nov. 2017
|
12/20/2017
|
897,528,480.65
|
994,365,256.24
|
0.31%
|
0.77%
|
10,843,308.58
|
2,176,331.80
|
1,389,475.79
|
658,839.30
|
0.42%
|
Dec. 2017
|
1/22/2018
|
994,365,256.24
|
1,093,191,062.85
|
0.36%
|
1.04%
|
11,366,106.36
|
2,443,344.38
|
1,538,194.64
|
788,632.87
|
0.44%
|
Number of Receivables
|
1,869,331
|
|||
Number of accounts
|
1,788,794
|
|||
Aggregate original principal balance
|
$
|
1,318,845,960.04
|
||
Aggregate principal balance
|
$
|
1,102,196,707.31
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.02
|
||
Maximum
|
$
|
1,349.99
|
||
Average
|
$
|
589.62
|
||
Average monthly payment
|
$
|
30.31
|
||
Weighted average remaining installments (in months)(1)
|
21
|
|||
Percentage of Receivables with Obligors with a down payment(4)
|
7.11
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.15
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.85
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
57.31
|
%
|
||
Percentage of Receivables with device insurance
|
63.98
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
11.29
|
%
|
||
New York
|
6.15
|
%
|
||
Florida
|
5.61
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
96
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
99.16
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.84
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
||
Weighted average FICO® Score(1)(2)(3)
|
707
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
4.19
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
End of Month Aggregate Principal Balance
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||
Jan. 2018
|
2/20/2018
|
-
|
$175,828,492.30
|
0.00%
|
0.00%
|
-
|
-
|
-
|
-
|
0.00%
|
Feb. 2018
|
3/20/2018
|
$175,828,492.30
|
335,196,555.30
|
0.00%
|
0.22%
|
$1,615,017.79
|
$ 13,605.37
|
$ 8,614.64
|
$ 2,474.93
|
0.01%
|
Mar. 2018
|
4/20/2018
|
335,196,555.30
|
508,398,636.72
|
0.00%
|
0.43%
|
2,416,502.41
|
347,768.19
|
20,385.42
|
9,784.93
|
0.07%
|
Apr. 2018
|
5/21/2018
|
508,398,636.72
|
660,934,919.98
|
0.00%
|
0.40%
|
5,556,566.78
|
688,019.19
|
244,898.90
|
29,105.44
|
0.15%
|
May 2018
|
6/20/2018
|
660,934,919.98
|
810,721,006.14
|
0.02%
|
0.41%
|
8,163,723.98
|
1,572,730.47
|
535,262.36
|
147,029.98
|
0.28%
|
Jun. 2018
|
7/20/2018
|
810,721,006.14
|
953,571,550.91
|
0.06%
|
0.42%
|
9,390,528.14
|
1,955,076.26
|
1,127,701.45
|
289,177.71
|
0.35%
|
Number of Receivables
|
2,731,525
|
|||
Number of accounts
|
2,295,813
|
|||
Aggregate original principal balance
|
$
|
1,813,553,071.40
|
||
Aggregate principal balance
|
$
|
1,690,867,918.28
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.16
|
||
Maximum
|
$
|
1,230.00
|
||
Average
|
$
|
619.02
|
||
Average monthly payment
|
$
|
27.66
|
||
Weighted average remaining installments (in months)(1)
|
22
|
|||
Weighted average FICO® Score(1)(2)(3)
|
710
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.43
|
%
|
||
Percentage of Receivables with Obligors with a down payment(4)
|
2.64
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
98.06
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
1.94
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
63.17
|
%
|
||
Percentage of Receivables with device insurance
|
50.43
|
%
|
||
Percentage of Receivables with account level device insurance
|
N/A
|
|||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
12.89
|
%
|
||
New York
|
6.51
|
%
|
||
Florida
|
5.75
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
91
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
100.00
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.00
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
Weighted average FICO® Score(1)(2)(3)
|
710
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.43
|
%
|
||
Percentage of Receivables with Obligors with:
|
||||
Less than 12 months of Customer Tenure with Verizon Wireless(7)
|
15.45
|
%
|
||
7 months or more, but less than 24 months of Customer Tenure with Verizon Wireless(7)
|
8.32
|
%
|
||
60 months or more of Customer Tenure with Verizon Wireless(7)
|
59.54
|
%
|
||
Percentage of Receivables with Obligors (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650 and with:
|
||||
Less than 12 months of Customer Tenure with Verizon Wireless(3)(7)
|
6.22
|
%
|
||
12 months or more, but less than 60 months of Customer Tenure with Verizon Wireless (3)(7)(8)
|
38.57
|
%
|
||
60 months or more of Customer Tenure with Verizon Wireless (3)(7)(9)
|
24.09
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
Additional Receivables Sold to Trust
|
End of Month Aggregate Principal Balance
|
Initial Principal Balance + Prior Months Additional Receivables Sold to Trust Through Prior Payment Date
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||||
Apr. 2017
|
5/22/2017
|
$1,690,867,918.28
|
$149,226,712.55
|
$1,679,466,828.23
|
$1,690,867,918.28
|
0.00%
|
0.29%
|
$14,460,310.36
|
$2,545,247.08
|
$ 174,915.56
|
$ 38,019.59
|
0.18%
|
May 2017
|
6/20/2017
|
1,679,466,828.23
|
82,450,571.31
|
1,673,652,309.92
|
1,840,094,630.83
|
0.01%
|
0.22%
|
13,325,900.86
|
4,085,181.27
|
1,831,695.86
|
173,932.68
|
0.38%
|
Jun. 2017
|
7/20/2017
|
1,673,652,309.92
|
88,603,863.20
|
1,669,093,359.59
|
1,922,545,202.14
|
0.09%
|
0.24%
|
13,872,931.43
|
3,711,144.56
|
2,486,771.36
|
754,447.08
|
0.44%
|
Jul. 2017
|
8/21/2017
|
1,669,093,359.59
|
93,273,644.51
|
1,663,919,576.51
|
2,011,149,065.34
|
0.20%
|
0.31%
|
14,203,999.65
|
4,381,349.61
|
2,622,197.43
|
1,184,820.22
|
0.52%
|
Aug. 2017
|
9/20/2017
|
1,663,919,576.51
|
99,480,275.83
|
1,659,560,039.09
|
2,104,422,709.85
|
0.33%
|
0.34%
|
23,792,406.45
|
5,117,423.14
|
3,185,558.54
|
1,543,054.40
|
0.63%
|
Sept. 2017
|
10/20/2017
|
1,659,560,039.09
|
105,880,757.74
|
1,656,089,098.44
|
2,203,902,985.68
|
0.45%
|
0.45%
|
21,784,491.31
|
5,213,319.07
|
3,340,234.39
|
1,795,311.01
|
0.67%
|
Oct. 2017
|
11/20/2017
|
1,656,089,098.44
|
114,869,836.40
|
1,651,092,649.74
|
2,309,783,743.42
|
0.57%
|
0.64%
|
20,555,862.72
|
5,283,111.49
|
3,472,658.65
|
1,974,153.64
|
0.70%
|
Nov. 2017
|
12/20/2017
|
1,651,092,649.74
|
123,285,810.05
|
1,648,049,814.28
|
2,424,653,579.82
|
0.69%
|
0.91%
|
21,052,556.08
|
4,873,469.23
|
3,507,465.28
|
1,876,644.10
|
0.67%
|
Dec. 2017
|
1/22/2018
|
1,648,049,814.28
|
138,728,892.04
|
1,645,865,278.89
|
2,547,939,389.87
|
0.79%
|
1.40%
|
19,556,073.18
|
4,877,879.60
|
3,397,551.42
|
2,081,055.24
|
0.69%
|
Jan. 2018
|
2/20/2018
|
1,645,865,278.89
|
145,228,061.34
|
1,644,386,666.10
|
2,686,668,281.91
|
0.89%
|
1.28%
|
24,591,327.29
|
5,170,436.31
|
3,314,285.39
|
1,755,772.70
|
0.68%
|
Feb. 2018
|
3/20/2018
|
1,644,386,666.10
|
140,714,447.58
|
1,643,636,550.91
|
2,831,896,343.25
|
0.95%
|
1.11%
|
15,752,894.60
|
4,689,594.72
|
3,285,234.52
|
1,826,277.89
|
0.65%
|
Mar. 2018
|
4/20/2018
|
1,643,636,550.91
|
162,764,788.38
|
1,642,478,361.71
|
2,972,610,790.83
|
1.02%
|
1.32%
|
12,017,640.26
|
3,737,329.68
|
3,191,251.71
|
1,845,831.76
|
0.59%
|
Apr. 2018
|
5/21/2018
|
1,642,478,361.71
|
152,814,303.24
|
1,642,108,153.15
|
3,135,375,579.21
|
1.06%
|
1.16%
|
16,549,663.82
|
3,394,448.28
|
2,655,513.98
|
1,992,890.67
|
0.54%
|
May 2018
|
6/20/2018
|
1,642,108,153.15
|
161,329,876.51
|
1,641,806,134.42
|
3,288,189,882.45
|
1.11%
|
1.09%
|
18,848,436.29
|
4,628,610.41
|
2,380,665.28
|
1,400,546.79
|
0.57%
|
Jun. 2018
|
7/20/2018
|
1,641,806,134.42
|
164,944,039.32
|
1,642,271,200.58
|
3,449,519,758.96
|
1.13%
|
1.09%
|
17,355,529.99
|
4,482,563.35
|
3,126,081.89
|
1,338,486.19
|
0.61%
|
Number of Receivables
|
1,858,261
|
|||
Number of accounts
|
1,780,565
|
|||
Aggregate original principal balance
|
$
|
1,199,480,846.01
|
||
Aggregate principal balance
|
$
|
995,800,363.63
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.31
|
||
Maximum
|
$
|
1,349.99
|
||
Average
|
$
|
535.88
|
||
Average monthly payment
|
$
|
27.04
|
||
Weighted average remaining installments (in months)(1)
|
21
|
|||
Percentage of Receivables with Obligors with a down payment(4)
|
6.53
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.56
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.44
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
63.15
|
%
|
||
Percentage of Receivables with device insurance
|
57.01
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
11.93
|
%
|
||
New York
|
6.40
|
%
|
||
Florida
|
5.57
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
95
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
99.81
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.19
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
||
Weighted average FICO® Score(1)(2)(3)
|
710
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.75
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
End of Month Aggregate Principal Balance
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||
Apr. 2017
|
5/22/2017
|
-
|
$149,226,712.55
|
0.00%
|
0.00%
|
-
|
-
|
-
|
-
|
0.00%
|
May 2017
|
6/20/2017
|
$149,226,712.55
|
224,559,392.05
|
0.00%
|
0.11%
|
$1,047,029.97
|
$ 24,382.33
|
$ 6,256.76
|
$ 625.24
|
0.01%
|
Jun. 2017
|
7/20/2017
|
224,559,392.05
|
301,437,844.22
|
0.00%
|
0.21%
|
1,816,904.38
|
228,136.22
|
19,494.77
|
7,606.48
|
0.08%
|
Jul. 2017
|
8/21/2017
|
301,437,844.22
|
378,082,232.79
|
0.01%
|
0.28%
|
2,522,533.74
|
513,866.83
|
176,209.51
|
25,205.90
|
0.19%
|
Aug. 2017
|
9/20/2017
|
378,082,232.79
|
455,664,483.52
|
0.04%
|
0.31%
|
5,234,690.33
|
901,011.79
|
404,643.41
|
117,874.27
|
0.31%
|
Sept. 2017
|
10/20/2017
|
455,664,483.52
|
533,945,931.65
|
0.08%
|
0.41%
|
5,682,574.91
|
1,118,654.45
|
593,584.21
|
224,206.48
|
0.36%
|
Oct. 2017
|
11/20/2017
|
533,945,931.65
|
613,942,966.32
|
0.14%
|
0.54%
|
6,286,461.79
|
1,363,505.81
|
775,030.40
|
323,679.15
|
0.40%
|
Nov. 2017
|
12/20/2017
|
613,942,966.32
|
696,070,941.18
|
0.20%
|
0.70%
|
7,465,886.70
|
1,478,937.83
|
926,313.39
|
409,835.14
|
0.40%
|
Dec. 2017
|
1/22/2018
|
696,070,941.18
|
784,706,764.12
|
0.26%
|
0.93%
|
8,104,070.69
|
1,722,003.10
|
1,066,600.99
|
540,695.98
|
0.42%
|
Number of Receivables
|
1,571,785
|
|||
Number of accounts
|
1,513,946
|
|||
Aggregate original principal balance
|
$
|
1,109,869,340.05
|
||
Aggregate principal balance
|
$
|
927,795,516.37
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.03
|
||
Maximum
|
$
|
1,349.99
|
||
Average
|
$
|
590.28
|
||
Average monthly payment
|
$
|
30.33
|
||
Weighted average remaining installments (in months)(1)
|
21
|
|||
Percentage of Receivables with Obligors with a down payment(4)
|
7.07
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.16
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.84
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
57.27
|
%
|
||
Percentage of Receivables with device insurance
|
64.08
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
11.27
|
%
|
||
New York
|
6.17
|
%
|
||
Florida
|
5.62
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
96
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
99.16
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.84
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
||
Weighted average FICO® Score(1)(2)(3)
|
707
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
4.20
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
End of Month Aggregate Principal Balance
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||
Jan. 2018
|
2/20/2018
|
-
|
$145,228,061.34
|
0.00%
|
0.00%
|
-
|
-
|
-
|
-
|
0.00%
|
Feb. 2018
|
3/20/2018
|
$145,228,061.34
|
278,419,281.39
|
0.00%
|
0.20%
|
$1,252,677.97
|
$ 10,590.02
|
$ 5,281.68
|
$ 2,458.18
|
0.01%
|
Mar. 2018
|
4/20/2018
|
278,419,281.39
|
424,016,371.25
|
0.00%
|
0.42%
|
2,009,868.54
|
282,891.05
|
14,609.99
|
10,247.46
|
0.07%
|
Apr. 2018
|
5/21/2018
|
424,016,371.25
|
552,540,102.83
|
0.00%
|
0.40%
|
4,595,244.78
|
526,594.84
|
219,454.37
|
24,860.48
|
0.14%
|
May 2018
|
6/20/2018
|
552,540,102.83
|
680,481,730.03
|
0.02%
|
0.41%
|
6,863,150.79
|
1,279,095.69
|
425,979.55
|
104,455.00
|
0.27%
|
Jun. 2018
|
7/20/2018
|
680,481,730.03
|
803,714,956.30
|
0.05%
|
0.42%
|
7,838,979.71
|
1,692,121.59
|
924,276.00
|
227,583.17
|
0.35%
|
Number of Receivables
|
3,143,636
|
|||
Number of accounts
|
2,866,623
|
|||
Aggregate original principal balance
|
$
|
2,012,796,257.39
|
||
Aggregate principal balance
|
$
|
1,649,914,899.98
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.12
|
||
Maximum
|
$
|
1,349.99
|
||
Average
|
$
|
524.84
|
||
Average monthly payment
|
$
|
26.67
|
||
Weighted average remaining installments (in months)(1)
|
19
|
|||
Weighted average FICO® Score(1)(2)(3)
|
709
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.51
|
%
|
||
Percentage of Receivables with Obligors with a down payment(4)
|
5.00
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.67
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.33
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
63.07
|
%
|
||
Percentage of Receivables with device insurance
|
53.20
|
%
|
||
Percentage of Receivables with account level device insurance
|
8.68
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
10.67
|
%
|
||
New York
|
6.11
|
%
|
||
Florida
|
5.18
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
94
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
100.00
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.00
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
Weighted average FICO® Score(1)(2)(3)
|
709
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.51
|
%
|
||
Percentage of Receivables with Obligors with:
|
||||
Less than 12 months of Customer Tenure with Verizon Wireless(7)
|
12.95
|
%
|
||
7 months or more, but less than 24 months of Customer Tenure with Verizon Wireless(7)
|
8.09
|
%
|
||
60 months or more of Customer Tenure with Verizon Wireless(7)
|
61.28
|
%
|
||
Percentage of Receivables with Obligors (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650 and with:
|
||||
Less than 12 months of Customer Tenure with Verizon Wireless(3)(7)
|
5.58
|
%
|
||
12 months or more, but less than 60 months of Customer Tenure with Verizon Wireless (3)(7)(8)
|
38.60
|
%
|
||
60 months or more of Customer Tenure with Verizon Wireless (3)(7)(9)
|
24.09
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
Additional Receivables Sold to Trust
|
End of Month Aggregate Principal Balance
|
Initial Principal Balance + Prior Months Additional Receivables Sold to Trust Through Prior Payment Date
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||||
Jul. 2017
|
8/21/2017
|
$1,649,914,899.98
|
$167,955,862.20
|
$1,640,228,010.59
|
$1,649,914,899.98
|
0.00%
|
0.50%
|
$12,684,754.98
|
$2,659,950.01
|
$ 192,112.03
|
$ 44,296.62
|
0.20%
|
Aug. 2017
|
9/20/2017
|
1,640,228,010.59
|
95,580,435.83
|
1,635,725,083.09
|
1,817,870,762.18
|
0.01%
|
0.41%
|
22,478,345.48
|
4,345,215.98
|
2,229,332.22
|
356,645.33
|
0.45%
|
Sept. 2017
|
10/20/2017
|
1,635,725,083.09
|
103,337,475.97
|
1,632,137,664.09
|
1,913,451,198.01
|
0.10%
|
0.55%
|
20,682,452.62
|
4,767,256.86
|
2,901,068.92
|
1,120,023.07
|
0.57%
|
Oct. 2017
|
11/20/2017
|
1,632,137,664.09
|
112,481,964.31
|
1,627,096,898.14
|
2,016,788,673.98
|
0.23%
|
0.72%
|
19,875,351.53
|
5,038,460.24
|
3,270,572.03
|
1,515,359.35
|
0.65%
|
Nov. 2017
|
12/20/2017
|
1,627,096,898.14
|
120,280,974.32
|
1,623,988,066.60
|
2,129,270,638.29
|
0.36%
|
0.95%
|
20,353,690.99
|
4,785,493.93
|
3,432,597.77
|
1,691,743.08
|
0.66%
|
Dec. 2017
|
1/22/2018
|
1,623,988,066.60
|
133,452,086.94
|
1,621,680,559.43
|
2,249,551,612.61
|
0.50%
|
1.31%
|
19,224,343.54
|
4,883,694.71
|
3,376,033.79
|
1,820,623.73
|
0.68%
|
Jan. 2018
|
2/20/2018
|
1,621,680,559.43
|
139,046,063.21
|
1,620,033,266.77
|
2,383,003,699.55
|
0.63%
|
1.15%
|
23,932,610.23
|
5,108,698.92
|
3,361,926.03
|
1,632,390.29
|
0.68%
|
Feb. 2018
|
3/20/2018
|
1,620,033,266.77
|
136,017,565.14
|
1,619,160,831.80
|
2,522,049,762.76
|
0.71%
|
1.04%
|
15,376,257.14
|
4,656,090.34
|
3,294,924.88
|
1,744,905.80
|
0.65%
|
Mar. 2018
|
4/20/2018
|
1,619,160,831.80
|
158,869,251.96
|
1,617,906,483.06
|
2,658,067,327.90
|
0.80%
|
1.36%
|
11,574,348.77
|
3,622,754.40
|
3,217,497.01
|
1,749,465.50
|
0.59%
|
Apr. 2018
|
5/21/2018
|
1,617,906,483.06
|
150,101,735.72
|
1,617,426,737.72
|
2,816,936,579.86
|
0.87%
|
1.26%
|
16,224,329.53
|
3,331,657.59
|
2,605,393.65
|
1,905,975.07
|
0.53%
|
May 2018
|
6/20/2018
|
1,617,426,737.72
|
157,215,292.45
|
1,616,972,392.89
|
2,967,038,315.58
|
0.93%
|
1.15%
|
18,619,977.74
|
4,604,809.11
|
2,356,911.65
|
1,384,728.10
|
0.57%
|
Jun. 2018
|
7/20/2018
|
1,616,972,392.89
|
160,371,172.14
|
1,617,238,199.76
|
3,124,253,608.03
|
0.97%
|
1.13%
|
17,282,098.81
|
4,433,662.84
|
3,149,100.59
|
1,290,734.99
|
0.61%
|
Number of Receivables
|
1,385,669
|
|||
Number of accounts
|
1,344,572
|
|||
Aggregate original principal balance
|
$
|
896,307,098.35
|
||
Aggregate principal balance
|
$
|
733,088,799.57
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.12
|
||
Maximum
|
$
|
1,349.99
|
||
Average
|
$
|
529.05
|
||
Average monthly payment
|
$
|
27.13
|
||
Weighted average remaining installments (in months)(1)
|
20
|
|||
Percentage of Receivables with Obligors with a down payment(4)
|
7.06
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.46
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.54
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
63.78
|
%
|
||
Percentage of Receivables with device insurance
|
58.28
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
10.66
|
%
|
||
New York
|
6.16
|
%
|
||
Florida
|
5.21
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
96
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
99.75
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.25
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
||
Weighted average FICO® Score(1)(2)(3)
|
709
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.66
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
End of Month Aggregate Principal Balance
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||
Jul. 2017
|
8/21/2017
|
-
|
$167,955,862.20
|
0.00%
|
0.00%
|
-
|
-
|
-
|
-
|
0.00%
|
Aug. 2017
|
9/20/2017
|
$167,955,862.20
|
254,537,691.59
|
0.00%
|
0.18%
|
$2,227,211.60
|
$ 85,590.62
|
$ 8,266.48
|
$ 1,508.54
|
0.04%
|
Sept. 2017
|
10/20/2017
|
254,537,691.59
|
343,367,631.81
|
0.00%
|
0.36%
|
3,073,964.91
|
382,290.62
|
39,464.45
|
10,867.13
|
0.13%
|
Oct. 2017
|
11/20/2017
|
343,367,631.81
|
434,864,567.19
|
0.00%
|
0.46%
|
3,957,716.74
|
704,109.14
|
289,591.59
|
45,694.97
|
0.24%
|
Nov. 2017
|
12/20/2017
|
434,864,567.19
|
527,833,589.31
|
0.04%
|
0.60%
|
5,196,051.00
|
889,334.25
|
489,750.30
|
150,828.85
|
0.29%
|
Dec. 2017
|
1/22/2018
|
527,833,589.31
|
625,922,251.44
|
0.09%
|
0.78%
|
6,003,854.96
|
1,207,030.18
|
636,338.95
|
266,553.59
|
0.34%
|
Number of Receivables
|
1,527,691
|
|||
Number of accounts
|
1,472,810
|
|||
Aggregate original principal balance
|
$
|
1,078,671,748.21
|
||
Aggregate principal balance
|
$
|
901,621,080.62
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.12
|
||
Maximum
|
$
|
1,349.99
|
||
Average
|
$
|
590.19
|
||
Average monthly payment
|
$
|
30.32
|
||
Weighted average remaining installments (in months)(1)
|
21
|
|||
Percentage of Receivables with Obligors with a down payment(4)
|
7.07
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.18
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.82
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
57.33
|
%
|
||
Percentage of Receivables with device insurance
|
63.97
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
11.34
|
%
|
||
New York
|
6.16
|
%
|
||
Florida
|
5.60
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
96
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
99.17
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.83
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
||
Weighted average FICO® Score(1)(2)(3)
|
707
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
4.16
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
End of Month Aggregate Principal Balance
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||
Jan. 2018
|
2/20/2018
|
-
|
$139,046,063.21
|
0.00%
|
0.00%
|
-
|
-
|
-
|
-
|
0.00%
|
Feb. 2018
|
3/20/2018
|
$139,046,063.21
|
267,833,727.47
|
0.00%
|
0.21%
|
$1,238,762.62
|
$ 13,428.94
|
$ 4,255.09
|
$ 1,934.16
|
0.01%
|
Mar. 2018
|
4/20/2018
|
267,833,727.47
|
410,183,820.26
|
0.00%
|
0.43%
|
1,830,034.64
|
248,135.85
|
19,307.35
|
7,391.61
|
0.07%
|
Apr. 2018
|
5/21/2018
|
410,183,820.26
|
536,822,699.45
|
0.00%
|
0.41%
|
4,494,896.91
|
511,220.42
|
187,993.06
|
30,902.65
|
0.14%
|
May 2018
|
6/20/2018
|
536,822,699.45
|
661,693,514.31
|
0.02%
|
0.40%
|
6,790,160.21
|
1,249,066.44
|
378,432.74
|
127,534.67
|
0.27%
|
Jun. 2018
|
7/20/2018
|
661,693,514.31
|
781,421,008.34
|
0.05%
|
0.43%
|
7,654,239.51
|
1,632,587.93
|
888,591.89
|
217,668.79
|
0.35%
|
Number of Receivables
|
3,609,980
|
|||
Number of accounts
|
3,299,807
|
|||
Aggregate original principal balance
|
$
|
2,291,674,407.99
|
||
Aggregate principal balance
|
$
|
1,801,345,704.05
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.05
|
||
Maximum
|
$
|
1,349.99
|
||
Average
|
$
|
498.99
|
||
Average monthly payment
|
$
|
26.45
|
||
Weighted average remaining installments (in months)(1)
|
19
|
|||
Weighted average FICO® Score(1)(2)(3)
|
709
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.65
|
%
|
||
Percentage of Receivables with Obligors with a down payment(4)
|
7.22
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.50
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.50
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
67.71
|
%
|
||
Percentage of Receivables with device insurance
|
53.97
|
%
|
||
Percentage of Receivables with account level device insurance
|
11.16
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
10.44
|
%
|
||
New York
|
6.16
|
%
|
||
Florida
|
5.19
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
95
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
100.00
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.00
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
Weighted average FICO® Score(1)(2)(3)
|
709
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.65
|
%
|
||
Percentage of Receivables with Obligors with:
|
||||
Less than 12 months of Customer Tenure with Verizon Wireless(7)
|
13.56
|
%
|
||
7 months or more, but less than 24 months of Customer Tenure with Verizon Wireless(7)
|
7.66
|
%
|
||
60 months or more of Customer Tenure with Verizon Wireless(7)
|
61.57
|
%
|
||
Percentage of Receivables with Obligors (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650 and with:
|
||||
Less than 12 months of Customer Tenure with Verizon Wireless(3)(7)
|
6.09
|
%
|
||
12 months or more, but less than 60 months of Customer Tenure with Verizon Wireless (3)(7)(8)
|
38.84
|
%
|
||
60 months or more of Customer Tenure with Verizon Wireless (3)(7)(9)
|
23.71
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
Additional Receivables Sold to Trust
|
End of Month Aggregate Principal Balance
|
Initial Principal Balance + Prior Months Additional Receivables Sold to Trust Through Prior Payment Date
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||||
Nov. 2017
|
12/20/2017
|
$1,801,345,704.05
|
$196,243,602.72
|
$1,789,237,807.18
|
$1,801,345,704.05
|
0.00%
|
0.81%
|
$19,780,687.74
|
$3,590,821.92
|
$ 260,620.99
|
$ 88,376.36
|
0.25%
|
Dec. 2017
|
1/22/2018
|
1,789,237,807.18
|
116,334,946.06
|
1,784,724,682.97
|
1,997,589,306.77
|
0.01%
|
0.82%
|
19,716,706.27
|
4,638,805.22
|
2,776,314.45
|
354,377.38
|
0.47%
|
Jan. 2018
|
2/20/2018
|
1,784,724,682.97
|
125,614,647.45
|
1,781,122,155.67
|
2,113,924,252.83
|
0.11%
|
0.78%
|
25,676,395.47
|
5,370,757.31
|
3,350,684.38
|
1,285,837.96
|
0.60%
|
Feb. 2018
|
3/20/2018
|
1,781,122,155.67
|
125,862,970.67
|
1,778,592,357.37
|
2,239,538,900.28
|
0.23%
|
0.76%
|
16,884,472.07
|
5,183,787.55
|
3,559,653.95
|
1,575,898.18
|
0.62%
|
Mar. 2018
|
4/20/2018
|
1,778,592,357.37
|
148,351,969.42
|
1,775,432,411.79
|
2,365,401,870.95
|
0.37%
|
1.03%
|
12,620,351.78
|
4,085,837.09
|
3,700,934.93
|
1,726,686.93
|
0.58%
|
Apr. 2018
|
5/21/2018
|
1,775,432,411.79
|
140,936,849.64
|
1,773,324,729.91
|
2,513,753,840.37
|
0.48%
|
0.98%
|
17,485,087.18
|
3,790,243.43
|
2,955,656.94
|
2,058,224.97
|
0.54%
|
May 2018
|
6/20/2018
|
1,773,324,729.91
|
149,237,272.66
|
1,771,209,880.96
|
2,654,690,690.01
|
0.60%
|
0.96%
|
20,047,403.58
|
5,157,432.92
|
2,759,240.35
|
1,489,604.50
|
0.58%
|
Jun. 2018
|
7/20/2018
|
1,771,209,880.96
|
153,768,018.07
|
1,769,957,134.96
|
2,803,927,962.67
|
0.67%
|
0.99%
|
18,561,654.56
|
4,923,870.16
|
3,572,790.47
|
1,433,319.07
|
0.61%
|
Number of Receivables
|
565,416
|
|||
Number of accounts
|
557,227
|
|||
Aggregate original principal balance
|
$
|
374,916,216.33
|
||
Aggregate principal balance
|
$
|
312,578,548.78
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.04
|
||
Maximum
|
$
|
1,349.99
|
||
Average
|
$
|
552.83
|
||
Average monthly payment
|
$
|
28.18
|
||
Weighted average remaining installments (in months)(1)
|
21
|
|||
Percentage of Receivables with Obligors with a down payment(4)
|
7.13
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.20
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.80
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
59.85
|
%
|
||
Percentage of Receivables with device insurance
|
66.27
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
10.52
|
%
|
||
New York
|
6.20
|
%
|
||
Florida
|
5.25
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
96
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
99.29
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.71
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
||
Weighted average FICO® Score(1)(2)(3)
|
709
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.74
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
End of Month Aggregate Principal Balance
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||
Nov. 2017
|
12/20/2017
|
-
|
$196,243,602.72
|
0.00%
|
0.00%
|
-
|
-
|
-
|
-
|
0.00%
|
Dec. 2017
|
1/22/2018
|
$196,243,602.72
|
301,833,077.39
|
0.00%
|
0.30%
|
$2,060,408.59
|
$43,013.17
|
$3,301.62
|
$1,395.32
|
0.02%
|
Number of Receivables
|
1,429,731
|
|||
Number of accounts
|
1,382,057
|
|||
Aggregate original principal balance
|
$
|
1,009,468,671.06
|
||
Aggregate principal balance
|
$
|
843,771,727.91
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.12
|
||
Maximum
|
$
|
1,349.99
|
||
Average
|
$
|
590.16
|
||
Average monthly payment
|
$
|
30.33
|
||
Weighted average remaining installments (in months)(1)
|
21
|
|||
Percentage of Receivables with Obligors with a down payment(4)
|
7.11
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.13
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.87
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
57.30
|
%
|
||
Percentage of Receivables with device insurance
|
63.92
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
11.31
|
%
|
||
New York
|
6.15
|
%
|
||
Florida
|
5.60
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
96
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
99.16
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.84
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
||
Weighted average FICO® Score(1)(2)(3)
|
706
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
4.19
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
End of Month Aggregate Principal Balance
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||
Jan. 2018
|
2/20/2018
|
-
|
$125,614,647.45
|
0.00%
|
0.00%
|
-
|
-
|
-
|
-
|
0.00%
|
Feb. 2018
|
3/20/2018
|
$125,614,647.45
|
244,904,040.52
|
0.00%
|
0.25%
|
$1,143,698.01
|
$ 15,917.07
|
$ 3,164.95
|
$ 1,722.66
|
0.01%
|
Mar. 2018
|
4/20/2018
|
244,904,040.52
|
378,247,710.75
|
0.00%
|
0.41%
|
1,662,509.56
|
249,328.63
|
16,650.46
|
8,183.48
|
0.07%
|
Apr. 2018
|
5/21/2018
|
378,247,710.75
|
497,589,211.74
|
0.00%
|
0.39%
|
4,144,342.86
|
460,208.25
|
187,003.19
|
26,299.94
|
0.14%
|
May 2018
|
6/20/2018
|
497,589,211.74
|
616,855,873.08
|
0.02%
|
0.41%
|
6,270,353.41
|
1,217,551.51
|
366,534.03
|
112,068.81
|
0.27%
|
Jun. 2018
|
7/20/2018
|
616,855,873.08
|
732,964,233.40
|
0.05%
|
0.40%
|
7,184,292.14
|
1,606,023.94
|
875,022.66
|
208,181.84
|
0.37%
|
Number of Receivables
|
2,704,171
|
|||
Number of accounts
|
2,509,045
|
|||
Aggregate original principal balance
|
$
|
1,863,356,246.05
|
||
Aggregate principal balance
|
$
|
1,508,349,769.64
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.01
|
||
Maximum
|
$
|
1,299.99
|
||
Average
|
$
|
557.79
|
||
Average monthly payment
|
$
|
29.61
|
||
Weighted average remaining installments (in months)(1)
|
19
|
|||
Weighted average FICO® Score(1)(2)(3)
|
708
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.86
|
%
|
||
Percentage of Receivables with Obligors with a down payment(4)
|
7.55
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.20
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.80
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
58.92
|
%
|
||
Percentage of Receivables with device insurance
|
52.24
|
%
|
||
Percentage of Receivables with account level device insurance
|
14.02
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
10.08
|
%
|
||
New York
|
6.84
|
%
|
||
Florida
|
5.57
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
96
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
99.15
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.85
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
Weighted average FICO® Score(1)(2)(3)
|
708
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
3.86
|
%
|
||
Percentage of Receivables with Obligors with:
|
||||
Less than 12 months of Customer Tenure with Verizon Wireless(7)
|
14.42
|
%
|
||
7 months or more, but less than 24 months of Customer Tenure with Verizon Wireless(7)
|
8.01
|
%
|
||
60 months or more of Customer Tenure with Verizon Wireless(7)
|
61.32
|
%
|
||
Percentage of Receivables with Obligors (i) for whom FICO® Scores are not available or (ii) that have FICO® Scores below 650 and with:
|
||||
Less than 12 months of Customer Tenure with Verizon Wireless(3)(7)
|
7.24
|
%
|
||
12 months or more, but less than 60 months of Customer Tenure with Verizon Wireless (3)(7)(8)
|
39.23
|
%
|
||
60 months or more of Customer Tenure with Verizon Wireless (3)(7)(9)
|
23.15
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
Additional Receivables Sold to Trust
|
End of Month Aggregate Principal Balance
|
Initial Principal Balance + Prior Months Additional Receivables Sold to Trust Through Prior Payment Date
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||||
Apr. 2018
|
5/21/2018
|
$1,508,349,769.64
|
$169,067,166.11
|
$1,499,440,954.66
|
$1,508,349,769.64
|
0.00%
|
0.77%
|
$15,286,982.72
|
$2,650,731.91
|
$ 172,336.95
|
$ 67,692.33
|
0.22%
|
May 2018
|
6/20/2018
|
1,499,440,954.66
|
92,030,652.48
|
1,495,219,889.42
|
1,677,416,935.75
|
0.01%
|
0.50%
|
18,223,567.66
|
4,442,829.98
|
2,109,645.95
|
277,455.97
|
0.49%
|
Jun. 2018
|
7/20/2018
|
1,495,219,889.42
|
97,281,966.75
|
1,491,811,530.67
|
1,769,447,588.23
|
0.10%
|
0.55%
|
17,034,093.10
|
4,469,637.28
|
3,142,520.56
|
1,002,019.49
|
0.62%
|
Number of Receivables
|
604,492
|
|||
Number of accounts
|
593,404
|
|||
Aggregate original principal balance
|
$
|
431,527,639.12
|
||
Aggregate principal balance
|
$
|
358,379,785.34
|
||
Principal Balance
|
||||
Minimum
|
$
|
50.16
|
||
Maximum
|
$
|
1,349.99
|
||
Average
|
$
|
592.86
|
||
Average monthly payment
|
$
|
30.60
|
||
Weighted average remaining installments (in months)(1)
|
21
|
|||
Percentage of Receivables with Obligors with a down payment(4)
|
6.93
|
%
|
||
Percentage of Receivables with Obligors with smart phones
|
97.30
|
%
|
||
Percentage of Receivables with Obligors with basic phones, watches or tablets
|
2.70
|
%
|
||
Percentage of Receivables with Obligors with upgrade eligibility(5)
|
56.42
|
%
|
||
Percentage of Receivables with device insurance
|
62.67
|
%
|
||
Geographic concentration (Top 3 States)(6)
|
||||
California
|
10.26
|
%
|
||
New York
|
6.93
|
%
|
||
Florida
|
5.44
|
%
|
||
Weighted average Customer Tenure (in months)(1)(7)
|
97
|
|||
Percentage of Receivables with monthly payments
|
100.00
|
%
|
||
Percentage of Receivables with 0.00% APR
|
100.00
|
%
|
||
Percentage of Receivables with 24 month original term
|
99.27
|
%
|
||
Percentage of Receivables with 20 month original term
|
0.00
|
%
|
||
Percentage of Receivables with 6 month original term
|
0.73
|
%
|
||
Financing for wireless devices
|
100.00
|
%
|
||
Unsecured Receivables
|
100.00
|
%
|
||
Weighted average FICO® Score(1)(2)(3)
|
707
|
|||
Percentage of Receivables with Obligors without a FICO® Score(3)
|
4.23
|
%
|
Collection Period
|
Payment Date
|
Beginning of Month Aggregate Principal Balance(10)
|
End of Month Aggregate Principal Balance
|
Cumulative Losses(11)
|
Prepayments(12)
|
Delinquencies
|
||||
31-60 days(13)
|
61-90 days(13)
|
91-120 days(13)
|
121+ days(13)
|
>60 days Delinquent %(14)
|
||||||
Apr. 2018
|
5/21/2018
|
-
|
$169,067,166.11
|
0.00%
|
0.00%
|
-
|
-
|
-
|
-
|
0.00%
|
May 2018
|
6/20/2018
|
$169,067,166.11
|
252,056,648.21
|
0.00%
|
0.19%
|
$2,063,736.20
|
$ 38,937.53
|
$ 7,759.07
|
$ 840.00
|
0.02%
|
Jun. 2018
|
7/20/2018
|
252,056,648.21
|
335,124,679.80
|
0.00%
|
0.32%
|
2,850,082.96
|
464,866.49
|
30,858.19
|
11,070.85
|
0.15%
|