UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K





(Mark One)





x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE ACT OF 1934





For the fiscal year ended:  December 31, 2018





OR





 ̈  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE ACT OF 1934





For the transition period from ______ to ______


Ford Credit Floorplan Master Owner Trust A(Exact name of issuing entity as specified in its charter)Commission File Number:  333-227766Central Index Key Number:  0001159408


Ford Credit Floorplan Corporation(Exact name of depositor as specified in its charter)Commission File Number:  333-227766-01Central Index Key Number: 0000872471Ford Credit Floorplan LLC(Exact name of depositor as specified in its charter)Commission File Number: 333-227766-02Central Index Key Number: 0001061198


Ford Motor Credit Company LLC(Exact name of sponsor as specified in its charter)Central Index Key Number:  0000038009


Delaware(State or Other Jurisdiction of Incorporation of issuing entity)38-6787145(I.R.S. Employer Identification No. of issuing entity)c/o U.S. Bank Trust National Association300 Delaware Ave., 9th FloorWilmington, Delaware(Address of Principal Executive Offices of issuing entity)19801(Zip Code)


(651) 466-3000


(Telephone number, including area code)





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





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 x No











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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 x 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. x Yes  ̈ No





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes  ̈ No





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-K or any amendment to this Form 10-K. x





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a-non-accelerated filer, a smaller reporting company, or 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. (Check One):


Large Accelerated Filer ̈Non-Accelerated Filerx(Do not check if a smaller reporting company)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 x No





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


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











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PART I





The following Items have been omitted in accordance with General Instruction J to Form 10-K:


Item 1.Item 1A.Item 2.Item 3.BusinessRisk FactorsPropertiesLegal Proceedings





Item 1B.  Unresolved Staff Comments.





Nothing to report.





Item 4.    Mine Safety Disclosures.





Not applicable.





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 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesSelected Financial DataManagement’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market RiskFinancial Statements and Supplementary DataChanges in and Disagreements with Accountants on Accounting and Financial DisclosureControls 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:








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Item 10.Item 11.Item 12.Item 13.Item 14.Directors, Executive Officers and Corporate Governance.Executive Compensation.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Certain Relationships and Related Transactions, and Director Independence.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 LLC (“Ford Credit”) and The Bank of New York Mellon (“BNYM”) (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 Ford Credit Floorplan Master Owner Trust A (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, 2018 and for the period from January 1, 2018 through December 31, 2018, 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 an independent registered public accounting firm regarding its related Report on Assessment, which Attestation Reports are attached as exhibits to this Form 10-K. None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria described in the related Report on Assessment as being applicable to such Servicing Participant.





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.    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 NumberDescription3.1Amended and Restated Certificate of Formation of Ford Credit Floorplan LLC (included in Exhibit 3.1 to the Registration Statement No. 333-206773, as filed with the Securities and Exchange Commission (the “Commission”) on November 20, 2015, which is incorporated herein by reference).3.2Second Amended and Restated Limited Liability Company Agreement of Ford Credit Floorplan LLC (included in Exhibit 3.2 to the Registration Statement No. 333-206773, as filed with the Commission on November 20, 2015, which is incorporated herein by reference).3.3Second Restated Certificate of Incorporation of Ford Credit Floorplan Corporation (included in Exhibit 3.3 to the Registration Statement No. 333-206773, as filed with the Commission on November 20, 2015, which is incorporated herein by reference).3.4By-Laws of Ford Credit Floorplan Corporation, as amended through November 1, 2015 (included in Exhibit 3.4 to the Registration Statement No. 333-206773, as filed with the Commission on November 20, 2015, which is incorporated herein by reference).








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4.1Second Amended and Restated Indenture, dated as of August 1, 2001, as amended and restated as of December 1, 2010, between the Trust and the Indenture Trustee (included in Exhibit 4.1 to the Registration Statement No. 333-206773, as filed with the Commission on November 20, 2015, which is incorporated herein by reference).4.2Series 2014-2 Indenture Supplement, dated as of  February 1, 2014, between the Trust and BNYM, as indenture trustee (included in Exhibit 4.2 to the Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on February 20, 2014, which is incorporated herein by reference).4.3Series 2015-2 Indenture Supplement, dated as of  February 1, 2015, between the Trust and BNYM, as indenture trustee (included in Exhibit 4.2 to the Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on February 11, 2015, which is incorporated herein by reference).4.4Series 2015-5 Indenture Supplement, dated as of  August 1, 2015, between the Trust and BNYM, as indenture trustee (included in Exhibit 4.2 to the Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on August 19, 2015, which is incorporated herein by reference).4.5Series 2016-1 Indenture Supplement, dated as of  February 1, 2016, between the Trust and BNYM, as indenture trustee (included in Exhibit 4.2 to the Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on February 19, 2016, which is incorporated herein by reference).4.6Series 2016-3 Indenture Supplement, dated as of  July 1, 2016, between the Trust and BNYM, as indenture trustee (included in Exhibit 4.2 to the Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on July 28, 2016, which is incorporated herein by reference).4.7Series 2016-5 Indenture Supplement, dated as of  December 1, 2016, between the Trust and BNYM, as indenture trustee (included in Exhibit 4.2 to the Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on December 14, 2016, which is incorporated herein by reference).4.8Series 2017-1 Indenture Supplement, dated as of May 1, 2017, between the Trust and BNYM, as indenture trustee (included in Exhibit 4.2 to the Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on May 31, 2017, which is incorporated herein by reference).4.9Series 2017-2 Indenture Supplement, dated as of October 1, 2017, between the Trust and BNYM, as indenture trustee (included in Exhibit 4.2 to the Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on October 13, 2017, which is incorporated herein by reference).4.10Series 2017-3 Indenture Supplement, dated as of October 1, 2017, between the Trust and BNYM, as indenture trustee (included in Exhibit 4.2 to the Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on October 13, 2017, which is incorporated herein by reference).4.11Series 2018-1 Indenture Supplement, dated as of March 1, 2018, between the Trust and BNYM, as indenture trustee (included in Exhibit 4.2 to the Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on March 21, 2018, which is incorporated herein by reference).4.12Series 2018-2 Indenture Supplement, dated as of March 1, 2018, between the Trust and BNYM, as indenture trustee (included in Exhibit 4.2 to the Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on March 21, 2018, which is incorporated herein by reference).4.13Series 2018-3 Indenture Supplement, dated as of November 1, 2018, between the Trust and BNYM, as indenture trustee (included in Exhibit 4.2 to the Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on November 13, 2018, which is incorporated herein by reference).4.14Series 2018-4 Indenture Supplement, dated as of December 1, 2018, between the Trust and BNYM, as indenture trustee (included in Exhibit 4.2 to the Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on December 26, 2018, which is incorporated herein by reference).10.1Second Amended and Restated Trust Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, between the Depositors and the Owner Trustee (included in Exhibit 10.1 to the Registration Statement No. 333-206773, as filed with the Commission on November 20, 2015, which is incorporated herein by reference).10.2Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, between Ford Credit and Ford Credit Floorplan Corporation (included in Exhibit 10.2 to the Registration Statement No. 333-206773, as filed with the Commission on November 20, 2015, which is incorporated herein by reference).10.3Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, between Ford Credit and Ford Credit Floorplan LLC (included in Exhibit 10.3 to the Registration Statement No. 333-206773, as filed with the Commission on November 20, 2015, which is incorporated herein by reference).10.4Second Amended and Restated Sale and Assignment Agreement, dated as of September 13, 2018, between Ford Motor Company and Ford Credit (included in Exhibit 10.4 to the Registration Statement No. 333-227766, as filed with the Commission on November 30, 2018, which is incorporated herein by reference).10.5Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan Corporation, the Servicer and the Trust (included in Exhibit 10.5 to the Registration Statement No. 333-206773, as filed with the Commission on November 20, 2015, which is incorporated herein by reference).10.6Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan LLC, the Servicer and the Trust (included in Exhibit 10.6 to the Registration Statement No. 333-206773, as filed with the Commission on November 20, 2015, which is incorporated herein by reference).








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10.7Amended and Restated Back-up Servicing Agreement, dated as of October 1, 2009, as amended and restated as of December 1, 2010, among the Depositors, the Trust, the Back-up Servicer and the Servicer (included in Exhibit 10.7 to the Registration Statement No. 333-206773, as filed with the Commission on November 20, 2015, which is incorporated herein by reference).10.8Second Amended and Restated Administration Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among the Trust, the Administrator and the Indenture Trustee (included in Exhibit 10.8 to the Registration Statement No. 333-206773, as filed with the Commission on November 20, 2015, which is incorporated herein by reference).10.9Dispute Resolution Supplement, dated as of February 1, 2016, among Ford Credit, as Seller and Servicer, Ford Credit Floorplan Corporation, as Depositor, and the Trust (included in Exhibit 10.6 to the Registration Statement No. 333-227766, as filed with the Commission on November 30, 2018, which is incorporated herein by reference).10.10Dispute Resolution Supplement, dated as of February 1, 2016, among Ford Credit, as Seller and Servicer, Ford Credit Floorplan LLC, as Depositor, and the Trust (included in Exhibit 10.9 to the Registration Statement No. 333-227766, as filed with the Commission on November 30, 2018, which is incorporated herein by reference).10.11Risk Retention Supplement, dated as of May 1, 2017, among Ford Credit, as Sponsor, Administrator and Servicer, Ford Credit Floorplan Corporation, as Depositor, and the Trust (included in Exhibit 10.7 to the Registration Statement No. 333-227766, as filed with the Commission on November 30, 2018, which is incorporated herein by reference).10.12Risk Retention Supplement, dated as of May 1, 2017, among Ford Credit, as Sponsor, Administrator and Servicer, Ford Credit Floorplan LLC, as Depositor, and the Trust (included in Exhibit 10.10 to the Registration Statement No. 333-227766, as filed with the Commission on November 30, 2018, which is incorporated herein by reference).10.13Asset Representations Review Agreement, dated as of February 1, 2016, between Ford Credit, as Servicer, the Trust and Clayton Fixed Income Services LLC, as Asset Representations Reviewer (included in Exhibit 10.14 to the Registration Statement No. 333-227766, as filed with the Commission on November 30, 2018, which is incorporated herein by reference).10.14Account Control Agreement, dated as of December 1, 2010, between BNYM and the Trust (included in Exhibit 10.9 to the Registration Statement No. 333-206773, as filed with the Commission on November 20, 2015, which is incorporated herein by reference).10.15Series 2014-2 Account Control Agreement, dated as of February 1, 2014, between BNYM and the Trust (included in Exhibit 99.7 to the Form 8-K filed under Commission File 333-60756-04, as filed with the Commission on February 20, 2014, which is incorporated herein by reference).10.16Series 2015-2 Account Control Agreement, dated as of February 1, 2015, between BNYM and the Trust (included in Exhibit 99.7 to the Form 8-K filed under Commission File 333-60756-04, as filed with the Commission on February 11, 2015, which is incorporated herein by reference).10.17Series 2015-5 Account Control Agreement, dated as of August 1, 2015, between BNYM and the Trust (included in Exhibit 99.7 to the Form 8-K filed under Commission File 333-60756-04, as filed with the Commission on August 19, 2015, which is incorporated herein by reference.10.18Series 2016-1 Account Control Agreement, dated as of February 1, 2016, between BNYM and the Trust (included in Exhibit 10.13 to the Trust’s Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on February 19, 2016, which is incorporated herein by reference).10.19Series 2016-3 Account Control Agreement, dated as of July 1, 2016, between BNYM and the Trust (included in Exhibit 10.13 to the Trust’s Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on July 28, 2016, which is incorporated herein by reference).10.20Series 2016-5 Account Control Agreement, dated as of December 1, 2016, between BNYM and the Trust (included in Exhibit 10.13 to the Trust’s Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on December 14, 2016, which is incorporated herein by reference).10.21Series 2017-1 Account Control Agreement, dated as of May 1, 2017, between BNYM and the Trust (included in Exhibit 10.13 to the Trust’s Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on May 31, 2017, which is incorporated herein by reference).10.22Series 2017-2 Account Control Agreement, dated as of October 1, 2017, between BNYM and the Trust (included in Exhibit 10.13 to the Trust’s Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on October 13, 2017, which is incorporated herein by reference).10.23Series 2017-3 Account Control Agreement, dated as of October 1, 2017, between BNYM and the Trust (included in Exhibit 10.13 to the Trust’s Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on October 13, 2017, which is incorporated herein by reference).10.24Series 2018-1 Account Control Agreement, dated as of March 1, 2018, between BNYM and the Trust (included in Exhibit 10.13 to the Trust’s Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on March 21, 2018, which is incorporated herein by reference).10.25Series 2018-2 Account Control Agreement, dated as of March 1, 2018, between BNYM and the Trust (included in Exhibit 10.13 to the Trust’s Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on March 21, 2018, which is incorporated herein by reference).10.26Series 2018-3 Account Control Agreement, dated as of November 1, 2018, between BNYM and the Trust (included in Exhibit 10.13 to the Trust’s Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on November 13, 2018, which is incorporated herein by reference).








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10.27Series 2018-4 Account Control Agreement, dated as of December 1, 2018, between BNYM and the Trust (included in Exhibit 10.15 to the Trust’s Form 8-K filed under Commission File No. 333-60756-04, as filed with the Commission on December 26, 2018, which is incorporated herein by reference).31.1Certification of Ford Credit pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.33.1Report on Assessment of Compliance with Servicing Criteria for Ford Credit.33.2Report on Assessment of Compliance with Servicing Criteria for BNYM.34.1Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to Ford Credit.34.2Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to BNYM.35.1Servicer Compliance Statement of Ford Credit.


(c)    Not applicable.


SUPPLEMENTAL INFORMATION TO BE FURNISHEDWITH REPORTS FILED PURSUANT TO SECTION 15(d) OFTHE ACT BY REGISTRANTS WHICH HAVE NOT REGISTEREDSECURITIES 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.











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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.





Ford Credit Floorplan Master Owner Trust A(Issuing entity)By:  Ford Motor Credit Company LLC(Servicer)By:/s/ Jason C. BehnkeJason C. BehnkeVice President and Assistant Treasurer(senior officer of Servicer in charge of servicing function)





March 27, 2019