-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PjjEBsOadZH01DzWRgf9oG0pDFtPzwGV1V7HvpkPBqOYg+94HXeezlTmK9RrqFYW WyWHes2oXZO1BGGfQLnwcA== 0000038009-06-000037.txt : 20060324 0000038009-06-000037.hdr.sgml : 20060324 20060324140857 ACCESSION NUMBER: 0000038009-06-000037 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060324 DATE AS OF CHANGE: 20060324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ford Credit Auto Owner Trust 2005-A CENTRAL INDEX KEY: 0001313647 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-89048-04 FILM NUMBER: 06708498 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3135947765 10-K 1 fcaot2005a10k.txt FCAOT 2005-A 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) XX ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - ----EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended DECEMBER 31, 2005 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE - ----SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to ---------- ---------- Commission file number 333-89048-04 FORD CREDIT AUTO OWNER TRUST 2005-A (Ford Credit Auto Receivables Two LLC) ---------------------------------------------------- (Exact name of registrant as specified in its charter) State of Incorporation: Delaware Employer Identification No.: 37-6389871 Address of principal executive offices: The American Road Dearborn, Michigan 48126 Registrant's telephone number, including area code: (313)594-3495 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 whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(c) 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. XX Yes No -- -- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.) Yes XX 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] PART I. ITEM 1. BUSINESS For a discussion of the business for the Ford Credit Auto Owner Trust 2005-A see the Prospectus and the Prospectus Supplement both dated January 6, 2005. ITEM 2. PROPERTIES For a discussion of the business for the Ford Credit Auto Owner Trust 2005-A see the Prospectus and the Prospectus Supplement both dated January 6, 2005. ITEM 3. LEGAL PROCEEDINGS Nothing to Report. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Nothing to Report. PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS For Ford Credit Auto Owner Trust 2005-A, one class of equity securities was issued, the Class D Certificates. There is one holder of the Class D Certificates, Ford Credit Auto Receivables Two LLC. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Nothing to report. PART III. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
- ------------------------------------------------------------------------------------------------------------------- Title of Class Name and Address of Beneficial Owner Amount and Nature Percent of Class of Beneficial Ownership - ------------------------------------------------------------------------------------------------------------------- Class D Certificates Ford Credit Auto Receivables Two LLC 100% 100% The American Road Dearborn, MI 48126 - -------------------------------------------------------------------------------------------------------------------
ITEM. 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Nothing to report. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K FOR FORD CREDIT AUTO OWNER TRUST 2005-A (a) Exhibits Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 99.1 Ford Credit Auto Owner Trust Filed with this Report 2005-A Annual Servicer Statement as to Compliance Exhibit 99.2 Ford Credit Auto Owner Trust Filed with this Report 2005-A Annual Independent Certified Public Accountant's Report Exhibit 99.3 Chief Servicing Officer Filed with this Report Certification Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002 Relating to Reports (b) Reports on Form 8-K The Current Reports on Form 8-K attaching the related Monthly Servicing Report were filed by Ford Credit Auto Owner Trust 2005-A on the dates indicated below: 8-K Filing Date Reporting Period - --------------- ---------------- February 28, 2005 month ending January 31, 2005 March 23, 2005 month ending February 28, 2005 April 29, 2005 month ending March 31, 2005 June 1, 2005 month ending April 30, 2005 June 29, 2005 month ending May 31, 2005 July 19, 2005 month ending June 30, 2005 August 19, 2005 month ending July 31, 2005 September 16, 2005 month ending August 31, 2005 October 18, 2005 month ending September 30, 2005 November 28, 2005 month ending October 31, 2005 December 16, 2005 month ending November 30, 2005 January 18, 2006 month ending December 31, 2005 SIGNATURES Pursuant to the requirements of Section 13 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 Auto Receivables Two LLC (Registrant) Date: March 24, 2006 By:/s/ Joseph P. Topolski --------------------------------- Assistant Secretary Ford Motor Credit Company, as Servicer EXHIBIT INDEX FORD CREDIT AUTO OWNER TRUST 2005-A Exhibit Number Description of Exhibit - ------- ------------------------ Exhibit 99.1 Ford Credit Auto Owner Trust 2005-A Annual Servicer Statement as to Compliance Exhibit 99.2 Ford Credit Auto Owner Trust 2005-A Annual Independent Certified Public Accountant's Report Exhibit 99.3 Chief Servicing Officer Certification Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002 Relating to Reports EX-99.1 2 ex99_1.txt EXHIBIT 99.1 Exhibit 99.1
Ford Motor Credit Company One American Road P.O. Box 1732 Dearborn, MI 48121 To: Wachovia Bank of Delaware, Standard & Poor's Rating Group National Association, as Owner Attn: Asset Backed Surveillance Group Trustee under the Amended and 55 Water Street - 40th Floor Restated Trust Agreement, dated New York, NY 10041 as of January 1, 2005 Attn: Corporate Trust Department Moody's Investor Service 300 Delaware Avenue Attn: ABS Monitoring Department 9th Floor 99 Church Street Wilmington, DE 19801 New York, NY 10007 The Bank of New York, as Indenture Trustee under the Indenture dated Fitch, Inc. as of January 1, 2005 Attn: Asset Backed Surveillance Attn: ABS Finance Unit 1 State Street Plaza 101 Barclay Street - 8th Floor West New York, NY 10004 New York, NY 10286 Re: Ford Credit Auto Owner Trust 2005-A OFFICER'S CERTIFICATE SERVICER'S ANNUAL STATEMENT AS TO COMPLIANCE Pursuant to Section 3.10 of the Sale and Servicing Agreement by and among Ford Credit Auto Owner Trust 2005-A, Ford Credit Auto Receivables Two LLC, as Seller, and Ford Motor Credit Company, as Servicer ("Servicer"), dated as of January 1, 2005 (the "Agreement"), the undersigned officer of the Servicer, does state that: 1. A review of the activities of the Servicer and of its performance under the Agreement during the period from January 1, 2005 to December 31, 2005 has been made under my supervision. 2. Based on this review and to the best of my knowledge, the Servicer has fulfilled all its obligations under the Agreement throughout the aforementioned period in all material respects. By:/s/ David Brandi ---------------------------- Assistant Treasurer Dated as of December 31, 2005
EX-99.2 3 ex99_2.txt EXHIBIT 99.2 Exhibit 99.2 Report of Independent Accountants To the Board of Directors of Ford Motor Credit Company, Wachovia Bank of Delaware, National Association, Owner Trustee, The Bank of New York, Indenture Trustee: Re: Sale and Servicing Agreement by and among Ford Credit Auto Owner Trust 2005-A, as Issuer, Ford Credit Auto Receivables Two LLC, as Seller, and Ford Motor Credit Company, as Servicer, dated as of January 1, 2005 We have examined management's assertion about Ford Motor Credit Company and its subsidiaries' ("Ford Credit") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"), to the extent such procedures are applicable to the requirements of the Agreement identified above ("minimum servicing standards") as of and for the year ended December 31, 2005 included in the accompanying management assertion (see Exhibit I). Management is responsible for Ford Credit's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about Ford Credit's compliance based on our examination. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Ford Credit's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination of Ford Credit's compliance with the minimum servicing standards. In our opinion, management's assertion that Ford Credit has complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP March 13, 2006 Exhibit I Ford Motor Credit Company One American Road P.O. Box 1732 Dearborn, MI 48121 Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 7, 2006 Re: Sale and Sevicing Agreement by and among Ford Credit Auto Owner Trust 2005-A, as Issuer, Ford Credit Auto Receivables Two LLC, as Seller, and Ford Motor Credit Company, as Servicer, dated as of January 1, 2005 As of and for the year ended December 31, 2005, Ford Motor Credit Company and its subsidiaries have complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"), to the extent such procedures are applicable to the requirements of the agreement identified above. /s/ Terry Chenault - ----------------------------------------- President of Global Operations Technology /s/ Neil Schloss - ----------------------------------------- Assistant Treasurer EX-99.3 4 ex99_3.txt EXHIBIT 99.3 Exhibit 99.3 Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 relating to Reports filed with the Securities and Exchange Commission by or on behalf of Ford Credit Auto Owner Trust 2005-A ----------------------------------------------------------------- I, Neil M. Schloss, certify that: 1. I have reviewed the following documents: a. All reports on Form 8-K containing distribution or servicing reports for Ford Credit Auto Owner Trust 2005-A filed by Ford Credit Auto Receivables Two LLC for the year ended December 31, 2005 (the "8-K Reports"); and b. The annual report on Form 10-K for the year ended December 31, 2005 (the "Annual Report", together with the 8-K Reports, the "Reports") for Ford Credit Auto Owner Trust 2005-A to be filed by Ford Credit Auto Receivables Two LLC; 2. Based on my knowledge, the information in the Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by the Annual Report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing or similar agreement, for inclusion in the Reports is included in the Reports; 4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing or similar agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the Reports, the servicer has fulfilled its obligations under that agreement; and 5. The Reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing or similar agreement, that is included in the Reports. Date: March 13, 2006 /s/ Neil M. Schloss -------------------------------------- Neil M. Schloss Vice President and Assistant Treasurer Ford Motor Credit Company, as Servicer (Chief Servicing Officer) -----END PRIVACY-ENHANCED MESSAGE-----