SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-K


(Mark One)




☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2019


or





☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934





For the transition period from _______ to _______




Commission file number of issuing entity: 333-224598-04


Commission file number of depositor: 333-224598




VERIZON OWNER TRUST 2019-C


(Exact name of issuing entity as specified in its charter)


Central Index Key Number of issuing entity: 0001785705




VERIZON ABS LLC


(Exact name of depositor and registrant as specified in its charter)


Central Index Key Number of depositor and registrant: 0001737286




CELLCO PARTNERSHIP


(Exact name of sponsor as specified in its charter)


Central Index Key Number of sponsor: 0001175215




|Delaware
          (State or other jurisdiction of
          incorporation or organization of issuing entity)            | 38-7231010
          (I.R.S. Employer
          Identification No. of issuing entity)
|------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
|                                                                                                                         |                                                                                      
|One Verizon Way
          Basking Ridge, New Jersey
          (Address of principal executive offices of issuing entity) | 07920
          (Zip Code)                                                           



Registrant’s telephone number, including area code: (212) 395-1000




Securities registered pursuant to Section 12(b) of the Act: None





Title of each class
          Trading Symbol(s)
          Name of each exchange on which registeredNot applicable
          Not applicable
          Not applicable





Securities registered pursuant to Section 12(g) of the Act: None




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


☐Yes          ☒No


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


☐Yes          ☒No


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
      shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


☒Yes          ☐No





☒Yes          ☐No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions
      of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer   ☐        Accelerated filer  ☐


Non-accelerated filer     ☒        Smaller reporting company ☐


Emerging growth company ☐




If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition


period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the


Exchange Act.


☐
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).


☐Yes          ☒No


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and
      asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.




RegistrantHAS NO VOTING OR NON-VOTING COMMON EQUITY OUTSTANDING HELD BY
      NON-AFFILIATES.









NOT APPLICABLE.








The following Items have been omitted in accordance with General Instruction J to Form 10-K:
  Item 1. Business.
 Item 1A. Risk Factors.
 Item 2. Properties.
 Item 3. Legal Proceedings.
  Item 1B. Unresolved Staff Comments.
  None.
  Item 4. Mine Safety Disclosures.
  Not applicable.
  The following substitute information is provided in accordance with General Instruction J to Form 10-K:
  Item 1112(b) of Regulation AB.  Significant Obligors of Pool Assets.
  No single obligor represents 10% or more of the asset pool owned by Verizon Owner Trust 2019-C (the “Trust”).
  Item 1114(b)(2) of Regulation AB.  Credit Enhancement and Other Support, Except for Certain Derivatives Instruments.
  No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets
        owned by the Trust or payments on the notes or the certificates issued by the Trust.
  Item 1115(b) of Regulation AB.  Certain Derivatives Instruments.
  
 
  Item 1117 of Regulation AB.  Legal Proceedings.
  
  
  PART II
  The following Items have been omitted in accordance with General Instruction J to Form 10-K:
  Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
        Purchases of Equity Securities.
 Item 6. Selected Financial Data.
 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
        Operations.
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
 Item 8. Financial Statements and Supplementary Data.
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
        Disclosure.
 Item 9A. Controls and Procedures.
  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. Directors, Executive Officers and Corporate Governance.
 Item 11. Executive Compensation.
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
        Stockholder Matters.
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
 Item 14. Principal Accounting Fees and Services.
  The following substitute information is 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 Cellco Partnership (“Cellco”) and U.S. Bank National Association (each, a “Servicing Participant”) has been identified by the registrant as a
        party participating in the servicing function during the year ended December 31, 2019 (the “2019 Reporting Period”) with respect to the pool assets owned 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”) as of December 31, 2019, and for the 2019 Reporting Period.  In addition, each of the Servicing Participants has provided an
        attestation report (each, an “Attestation Report”) by a registered public accounting firm regarding its Report on Assessment.  Each Report on Assessment and Attestation Report is attached as an exhibit to this Form 10-K.
  Neither the Report on Assessment nor the Attestation Report for Cellco has identified any material instance of noncompliance with the servicing criteria
        described in such Report on Assessment as being applicable to Cellco.
  Neither the Report on Assessment nor the Attestation Report for U.S. Bank National Association has identified any material instance of noncompliance with
        the servicing criteria described in such Report on Assessment as being applicable to U.S. Bank National Association.
  Item 1123 of Regulation AB.  Servicer Compliance Statement.
  Cellco has been identified by the registrant as a servicer during the 2019 Reporting Period with respect to the pool assets owned by the Trust.  Cellco
        has provided a statement of compliance for the 2019 Reporting Period, signed by an authorized officer, and such compliance statement is attached as an exhibit to this Form 10-K.
  
 PART IV
  (a) The following documents are 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
            Description3.1
            Certificate of Formation of Verizon ABS LLC (“ABS LLC”) (included
                  as Exhibit 3.1 to Registration Statement on Form SF-3 (333-224598), as filed by the registrant with the Commission on May 2, 2018, which is incorporated herein by reference).3.2
            Limited Liability Company Agreement of ABS LLC (included as
                  Exhibit 3.2 to Registration Statement on Form SF-3 (333-224598), as filed by the registrant with the Commission on May 2, 2018, which is incorporated herein by reference).4.1
            Indenture, dated as of October 8, 2019, between the Trust and
                  U.S. Bank National Association, as indenture trustee and note paying agent (included as Exhibit 4.1 to the Trust’s Form 8-K, as filed with the Commission on October 8, 2019, which is incorporated herein by reference).10.1
            Amended and Restated Trust Agreement, dated as of October 8,
                  2019, between ABS LLC and Wilmington Trust, National Association, as owner trustee (included as Exhibit 10.1 to the Trust’s Form 8-K, as filed with the Commission on October 8, 2019, which is incorporated herein by reference).10.2
            Originator Receivables Transfer Agreement, dated as ofOctober 8, 2019, between the originators party
                  thereto from time to time and ABS LLC (included as Exhibit 10.2 to the Trust’s Form 8-K, as filed with the Commission on October 8, 2019, which is incorporated herein by reference).10.3
            Master Trust Receivables Transfer Agreement, dated as of October
                  8, 2019, among Verizon DPPA Master Trust, Cellco, as servicer, and ABS LLC (included as Exhibit 10.3 to the Trust’s Form 8-K, as filed with the Commission on October 8, 2019, which is incorporated herein by reference).10.4
            Transfer and Servicing Agreement, dated as of October 8, 2019,
                  among the Trust, ABS LLC and Cellco, as servicer, marketing agent and custodian (included as Exhibit 10.4 to the Trust’s Form 8-K, as filed with the Commission on October 8, 2019, which is incorporated herein by reference).10.5
            Administration Agreement, dated as of October 8, 2019, between
                  the Trust and Cellco, as administrator (included as Exhibit 10.5 to the Trust’s Form 8-K, as filed with the Commission on October 8, 2019, which is incorporated herein by reference).10.6
            Account Control Agreement, dated as of October 8, 2019, among
                  the Trust, U.S. Bank National Association, as secured party, and U.S. Bank National Association, as financial institution (included as Exhibit 10.6 to the Trust’s Form 8-K, as filed with the Commission on October 8, 2019, which is
                  incorporated herein by reference).10.7
            Parent Support Agreement, dated as of October 8, 2019, by
                  Verizon Communications Inc. (included as Exhibit 10.7 to the Trust’s Form 8-K, as filed with the Commission on October 8, 2019, which is incorporated herein by reference).10.8
            Asset Representations Review Agreement, dated as of October 8,
                  2019, among the Trust, Cellco, as servicer, and Pentalpha Surveillance LLC, as asset representations reviewer (included as Exhibit 10.8 to the Trust’s Form 8-K, as filed with the Commission on October 8, 2019, which is incorporated herein
                  by reference).10.9
            ISDA Master Agreement, Schedule to ISDA Master Agreement and
                  Credit Support Annex, each dated as of October 1, 2018, between Wells Fargo Bank, National Association, as cap counterparty, and the Trust (included as Exhibit 10.9 to the Trust’s Form 8-K, as filed with the Commission on October 3, 2019,
                  which is incorporated herein by reference).31.1*
            Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated March
                  30, 2020.33.1*
            Report on Assessment of Compliance with Servicing Criteria for
                  Cellco, dated March 30, 2020.33.2*
            Report on Assessment of Compliance with Servicing Criteria for
                  U.S. Bank National Association, dated February 27, 2020.34.1*
            Report of Independent Registered Public Accounting Firm of Ernst & Young LLP on
                  Assessment of Compliance with Servicing Criteria relating to Cellco Partnership, dated March 30, 2020.34.2*
            Report of Independent Registered Public Accounting Firm of Ernst & Young LLP on
                  Assessment of Compliance with Servicing Criteria relating to U.S. Bank National Association, dated February 27, 2020.35.1*
            Servicer Compliance Statement, dated March 30, 2020, of Cellco.


_____________
 * Filed herewith
 
 Item 16.  Form 10-K Summary.
 
 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.
 
 VERIZON ABS LLC
              (Depositor)Date:  March 30, 2020
            By:  /s/ Scott Krohn
              Scott Krohn
              President
              (Senior officer in charge of securitization of the depositor)
 
   
 
 
 
 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.