Item 1. Business
Item 1A.
Item 1A. Risk Factors
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Item 1B.
Item 1B. Unresolved Staff Comments.
Nothing to report.
Substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
Nothing to report.
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, except for Certain Derivatives Instruments (Financial Information).
Nothing to report.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
Nothing to report.
Item 1117 of Regulation AB. Legal Proceedings.
Nothing to report.
PART II
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.
Item 6. Selected Financial Data
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 8. Financial Statements and Supplementary Data
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Item 9A. Controls and Procedures
Item 9B.
Item 9B. Other Information.
Nothing to report.
PART III
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
Item 11.
Item 11. Executive Compensation.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14.
Item 14. Principal Accountant Fees and Services
Substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
Each of Ford Motor Credit Company (“Ford Credit”), JPMorgan Chase Bank, N.A. ("JPMorgan") and The Bank of New York ("BoNY") (each, a “Servicing Participant”) has been identified by the registrant as a party participating in the servicing function during the reporting period with respect to the pool assets held by the Trust. Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”) (in the case of Ford Credit, as of and for the year ended December 31, 2006, in the case of JPMorgan, as of September 30, 2006 and for the period from January 1, through September 30, 2006 and as of December 31, 2006 and for the period from October 1, 2006 through December 31, 2006, and in the case of BoNY, as of December 31, 2006 and for the twelve months ended December 31, 2006), which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an “Attestation Report”) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.
The Report on Assessment and the Attestation Report for Ford Credit has identified one material instance of noncompliance with the servicing criteria described in such Report on Assessment as being applicable to Ford Credit, which is described in Appendix B thereto.
The Report on Assessment and the Attestation Report for JPMorgan for the period from January 1, 2006 through September 30, 2006 has identified two material instances of noncompliance with the servicing criteria described in the related Report on Assessment as being applicable to JPMorgan, which are described in Appendix B thereto. To the knowledge of the issuing entity neither such material instance of noncompliance related to any series of asset-backed securities issued by the issuing entity.
Neither the Report on Assessment nor the Attestation Report for JPMorgan for the period from October 1, 2006 through December 31, 2006 has identified any material instances of noncompliance with the servicing criteria described in such Report on Assessment as being applicable to JPMorgan.
Neither the Report on Assessment nor the Attestation Report for BoNY has identified any material instances of noncompliance with the servicing criteria described in such Report on Assessment as being applicable to BoNY.
Item 1123 of Regulation AB. Servicing Compliance Statement.
Ford Credit has been identified by the registrant as a servicer during the reporting period with respect to the pool assets held by the Trust. Ford Credit has provided a statement of compliance for the reporting period, signed by an authorized officer and such compliance statement is attached as an exhibit to this Form 10-K.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement and Schedules.
(a) List of Documents Filed as Part of this Report
(1) Not applicable.
(2) Not applicable.
(3) See Item 15(b) below.
(b) Exhibits Required by Item 601 of Regulation S-K
Exhibit Number
Description
3.1
Amended and Restated Certificate of Formation of Ford Credit Floorplan LLC (included in Exhibit 3.1 to the Registration Statement No. 333-132560, as filed with the Securities and Exchange Commission (the “Commission”) on May 31, 2006, which is incorporated herein by reference).
3.2
Amended and Restated Limited Liability Company Agreement of Ford Credit Floorplan LLC (included in Exhibit 3.2 to the Registration Statement
No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).
3.3
Restated Certificate of Incorporation of Ford Credit Floorplan Corporation (included in Exhibit 3.3 to the Registration Statement No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).
3.4
By-Laws of Ford Credit Floorplan Corporation (included in Exhibit 3.4 to the Registration Statement No. 333-132560, as filed with the Commission on
May 31, 2006, which is incorporated herein by reference).
4.1
Form of Indenture between the Trust and the Indenture Trustee (included in Exhibit 4.1 to the Registration Statement No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).
4.2
Form of Indenture Supplement between the Trust and the Indenture Trustee (included in Exhibit 4.2 to the Registration Statement No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).
4.3
Series 2006-3 Indenture Supplement, dated as of June 1, 2006, between Ford Credit Floorplan Master Owner Trust A and JPMorgan Chase Bank, N.A., as indenture trustee (included in Exhibit 4.1 to the Form 8-K filed under Commission File No. 333-132560-02, as filed with the Commission on July 5, 2006, which is incorporated herein by reference).
4.4
Series 2006-4 Indenture Supplement, dated as of June 1, 2006, between Ford Credit Floorplan Master Owner Trust A and JPMorgan Chase Bank, N.A., as indenture trustee (included in Exhibit 4.1 to the Form 8-K filed under Commission File No. 333-132560-03, as filed with the Commission on July 5, 2006, which is incorporated herein by reference).
4.5
Form of Trust Agreement between the Depositors, the Delaware Trustee and the Owner Trustee (included in Exhibit 4.3 to the Registration Statement
No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).
31.1
Certifications of Ford Credit pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
33.1
Report on Assessment of Compliance with Servicing Criteria for Ford Credit.
33.2
Report on Assessment of Compliance with Servicing Criteria for JPMorgan Chase Bank, N.A. as of September 30, 2006 and for the period from
January 1, 2006 through September 30, 2006.
33.3
Report on Assessment of Compliance with Servicing Criteria for JPMorgan Chase Bank, N.A. as of December 31, 2006 and for the period from
October 1, 2006 through December 31, 2006.
33.4
Report on Assessment of Compliance with Servicing Criteria for The Bank of New York.
34.1
Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to Ford Credit.
34.2
Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to JPMorgan Chase Bank, N.A. as of September 30, 2006 and for the period from January 1, 2006 through September 30, 2006.
34.3
Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to JPMorgan Chase Bank, N.A. as of December 31, 2006 and for the period from October 1, 2006 through December 31, 2006.
34.4
Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to The Bank of New York.
35.1
Servicer Compliance Statement of Ford Credit.
99.1
Form of Transfer and Servicing Agreement among the Depositor, the Servicer and the Trust (included in Exhibit 99.1 to the Registration Statement
No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).
99.2
Form of Receivables Purchase Agreement among the Depositor and Ford Credit (included in Exhibit 99.2 to the Registration Statement No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).
99.3
Form of Administration Agreement among the Trust, the Administrator and the Indenture Trustee (included in Exhibit 99.3 to the Registration Statement
No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).
(c) Not applicable.
SUPPLEMENTAL INFORMATION TO BE FURNISHED
WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF
THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 29, 2007 Ford Credit Floorplan Master Owner Trust A
(Issuing entity)
By:
Ford Motor Credit Company
(Servicer)
By:
/s/ Scott R. Stewart
Scott R. Stewart
Vice President - Assistant Treasurer
(senior officer of Servicer in charge of servicing function)
EXHIBIT INDEX
Exhibit Number
Description
3.1
Amended and Restated Certificate of Formation of Ford Credit Floorplan LLC (included in Exhibit 3.1 to the Registration Statement No. 333-132560, as filed with the Securities and Exchange Commission (the “Commission”) on May 31, 2006, which is incorporated herein by reference).
3.2
Amended and Restated Limited Liability Company Agreement of Ford Credit Floorplan LLC (included in Exhibit 3.2 to the Registration Statement
No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).
3.3
Restated Certificate of Incorporation of Ford Credit Floorplan Corporation (included in Exhibit 3.3 to the Registration Statement No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).
3.4
By-Laws of Ford Credit Floorplan Corporation (included in Exhibit 3.4 to the Registration Statement No. 333-132560, as filed with the Commission on
May 31, 2006, which is incorporated herein by reference).
4.1
Form of Indenture between the Trust and the Indenture Trustee (included in Exhibit 4.1 to the Registration Statement No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).
4.2
Form of Indenture Supplement between the Trust and the Indenture Trustee (included in Exhibit 4.2 to the Registration Statement No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).
4.3
Series 2006-3 Indenture Supplement, dated as of June 1, 2006, between Ford Credit Floorplan Master Owner Trust A and JPMorgan Chase Bank, N.A., as indenture trustee (included in Exhibit 4.1 to the Form 8-K filed under Commission File No. 333-132560-02, as filed with the Commission on July 5, 2006, which is incorporated herein by reference).
4.4
Series 2006-4 Indenture Supplement, dated as of June 1, 2006, between Ford Credit Floorplan Master Owner Trust A and JPMorgan Chase Bank, N.A., as indenture trustee (included in Exhibit 4.1 to the Form 8-K filed under Commission File No. 333-132560-03, as filed with the Commission on July 5, 2006, which is incorporated herein by reference).
4.5
Form of Trust Agreement between the Depositors, the Delaware Trustee and the Owner Trustee (included in Exhibit 4.3 to the Registration Statement
No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).
31.1
Certifications of Ford Credit pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
33.1
Report on Assessment of Compliance with Servicing Criteria for Ford Credit.
33.2
Report on Assessment of Compliance with Servicing Criteria for JPMorgan Chase Bank, N.A. as of September 30, 2006 and for the period from
January 1, 2006 through September 30, 2006.
33.3
Report on Assessment of Compliance with Servicing Criteria for JPMorgan Chase Bank, N.A. as of December 31, 2006 and for the period from
October 1, 2006 through December 31, 2006.
33.4
Report on Assessment of Compliance with Servicing Criteria for The Bank of New York.
34.1
Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to Ford Credit.
34.2
Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to JPMorgan Chase Bank, N.A. as of September 30, 2006 and for the period from January 1, 2006 through September 30, 2006.
34.3
Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to JPMorgan Chase Bank, N.A. as of December 31, 2006 and for the period from October 1, 2006 through December 31, 2006.
34.4
Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to The Bank of New York.
35.1
Servicer Compliance Statement of Ford Credit.
99.1
Form of Transfer and Servicing Agreement among the Depositor, the Servicer and the Trust (included in Exhibit 99.1 to the Registration Statement
No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).
99.2
Form of Receivables Purchase Agreement among the Depositor and Ford Credit (included in Exhibit 99.2 to the Registration Statement No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).
99.3
Form of Administration Agreement among the Trust, the Administrator and the Indenture Trustee (included in Exhibit 99.3 to the Registration Statement
No. 333-132560, as filed with the Commission on May 31, 2006, which is incorporated herein by reference).