Morningstar DBRS Assigns Credit Rating to the Series 2024-1 Class A Notes Issued by VCL Master S.A., acting with respect to its Compartment 1

DBRS Ratings GmbH (Morningstar DBRS) assigned a AAA (sf) credit rating to the EUR 225 million Series 2024-1, Class A Notes issued by VCL Master S.A., acting with respect to its Compartment 1 (VCL or the Issuer). Morningstar DBRS assigned the credit rating following the notes issuance on the 28 May 2024 payment date.

The credit rating on the Series 2024-1 Class A Notes addresses the timely payment of interest and the ultimate repayment of principal by the legal final maturity date in September 2030.

Additionally, Morningstar DBRS acknowledged the tap issuance under the following notes issued by VCL:
-- Series 2010-2, Class A Notes
-- Series 2011-2, Class A Notes
-- Series 2012-2, Class A Notes
-- Series 2012-3, Class A Notes
-- Series 2013-1, Class A Notes
-- Series 2015-1, Class A Notes
-- Series 2017-1, Class A Notes
-- Series 2017-3, Class A Notes
-- Series 2018-1, Class A Notes
-- Series 2020-1, Class A Notes
-- Series 2014-1, Class B Notes
-- Series 2014-3, Class B Notes
-- Series 2018-1, Class B Notes

Morningstar DBRS deems that the tap issuance has no impact on the current AAA (sf) credit ratings on the outstanding Class A Notes or the current AA (high) (sf) credit ratings on the outstanding Class B Notes (together, the rated notes).

The programme features and the notes' terms and conditions remain substantially unchanged. Currently, the notes issued by VCL are backed by approximately EUR 2.8 billion of receivables related to motor vehicle lease contracts originated by Volkswagen Leasing GmbH (VWL) in Germany.

The Issuer is a master trust programme established in December 2009, backed by a revolving pool of receivables related to motor vehicle lease contracts originated by VWL to retail and commercial customers in Germany and secured by new and used vehicles. All series of notes are currently in their revolving period, with the exception of the Series 2012-4 Class A Notes, which are in the amortisation phase. The programme allows for tap-up issuance as well as the issuance of additional series of notes, subject to collateralisation levels and performance requirements being met as specified in the transaction documents, up to the programme maximum of EUR 4.0 billion.

PORTFOLIO PERFORMANCE
As at the May 2024 payment date, loans that were one to two months delinquent and two to three months delinquent represented 0.4% and 0.1% of the portfolio net discounted balance, respectively, while delinquencies greater than three months were 0.4%. The cumulative write-off ratio was 0.1% of the original portfolio and cumulative transferred receivables.

PORTFOLIO ASSUMPTIONS AND KEY CREDIT RATING DRIVERS
Morningstar DBRS maintained its base-case probability of default (PD) and loss given default (LGD) assumptions at 1.4% and 40.0%, respectively.

CREDIT ENHANCEMENT
Overcollateralisation of the outstanding collateral portfolio provides credit enhancement to the rated notes. As of the May 2024 payment date, the credit enhancement to the Class A and Class B notes was 10.1% and 6.9%, respectively.

The transaction also benefits from a liquidity reserve, which is available to cover senior expenses and missed interest payments on the rated notes. This account is currently funded at EUR 19.6 million, which is equal to its target balance of 0.75% of the rated notes' outstanding balance.

Bank of New York Mellon, Frankfurt Branch acts as the account bank for the transaction. Based on Morningstar DBRS' private credit rating on Bank of New York Mellon, Frankfurt Branch, the downgrade provisions outlined in the transaction documents, and structural mitigants, Morningstar DBRS considers the risk arising from the exposure to HSBC Continental Europe SA to be consistent with the credit ratings assigned to the notes as described in Morningstar DBRS' "Legal Criteria for European Structured Finance Transactions" methodology.

The Issuer will enter into swap agreements for each series of notes with Credit Agricole Corporate & Investment Bank (CACIB) to hedge the risks arising from the Class A and B Notes (with the exception of the Series 2012-4 Class A Notes, which are hedged via ING Bank N.V.). Morningstar DBRS has given credit to swap agreements, as the swap documentation is compliant with Morningstar DBRS' "Derivative Criteria for European Structured Finance Transactions" methodology.

Morningstar DBRS' credit rating on the notes addresses the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations for the Class A Notes are the related Interest Payment Amounts and the related Class Balances.

Morningstar DBRS' credit rating does not address non-payment risk associated with contractual payment obligations contemplated in the applicable transaction document(s) that are not financial obligations.

Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE CONSIDERATIONS
There were no Environmental, Social, or Governance factors that had a significant or relevant effect on the credit analysis.

A description of how Morningstar DBRS considers ESG factors within the Morningstar DBRS analytical framework can be found in the "Morningstar DBRS Criteria: Approach to Environmental, Social, and Governance Risk Factors in Credit Ratings" at: https://dbrs.morningstar.com/research/427030.

Notes:
All figures are in euros unless otherwise noted.

The principal methodology applicable to the credit ratings is: "Master European Structured Finance Surveillance Methodology" (7 March 2024), https://dbrs.morningstar.com/research/429051.

Other methodologies referenced in this transaction are listed at the end of this press release.

A review of the transaction legal documents was not conducted as the legal documents have remained unchanged since the most recent credit rating action. Morningstar DBRS has solely reviewed documents related to the issuance of the Series 2024-1 Class A Notes.

In Morningstar DBRS' opinion, the changes under consideration do not warrant the application of the entire principal methodology. Given the master trust structure, no asset or cash flow analysis was conducted as the asset portfolio complies with the composition limits set forth in the transaction legal documents and current transaction performance is within expectations.

For a more detailed discussion of the sovereign risk impact on Structured Finance credit ratings, please refer to "Appendix C: The Impact of Sovereign Ratings on Other DBRS Morningstar Credit Ratings" of the "Global Methodology for Rating Sovereign Governments" at: https://dbrs.morningstar.com/research/421590.

The sources of data and information used for this credit rating include investor reports and legal documentation provided by VWL.

Morningstar DBRS did not rely upon third-party due diligence in order to conduct its analysis.

At the time of the initial credit ratings, Morningstar DBRS was supplied with third-party assessments. However, this did not affect the credit rating analysis.

Morningstar DBRS considers the data and information available to it for the purposes of providing this credit rating to be of satisfactory quality.

Morningstar DBRS does not audit or independently verify the data or information it receives in connection with the credit rating process.

This credit rating concerns newly issued financial instruments. This is the first Morningstar DBRS credit rating on this financial instrument.

The last credit rating action on this transaction took place on 25 September 2023, when Morningstar DBRS confirmed its AAA (sf) and AA (high) (sf) credit ratings on the Class A and Class B Notes, respectively, following transaction amendment.

The lead analyst responsibilities for this transaction have been transferred to Pascale Kallas.

Information regarding Morningstar DBRS credit ratings, including definitions, policies, and methodologies, is available on https://dbrs.morningstar.com/.

Sensitivity Analysis: To assess the impact of changing the transaction parameters on the credit ratings, Morningstar DBRS considered the following stress scenarios as compared with the parameters used to determine the credit rating (the base case):

-- Morningstar DBRS expected a base-case PD and LGD for the portfolio based on a review of the current assets. Adverse changes to asset performance may cause stresses to base-case assumptions and, therefore, have a negative effect on credit ratings.
-- The base-case PD and LGD of the current pool of loans for the Issuer are 1.4% and 40.0%, respectively.
-- The risk sensitivity overview below illustrates the credit ratings expected if the PD and LGD increase by a certain percentage over the base-case assumption.

Series 2024-1 Class A Notes Risk Sensitivity:
-- 25% increase in LGD, expected credit rating of AAA (sf)
-- 50% increase in LGD, expected credit rating of AAA (sf)
-- 25% increase in PD, expected credit rating of AAA (sf)
-- 50% increase in PD, expected credit rating of AAA (sf)
-- 25% increase in PD and 25% increase in LGD, expected credit rating of AAA (sf)
-- 25% increase in PD and 50% increase in LGD, expected credit rating of AA (high) (sf)
-- 50% increase in PD and 25% increase in LGD, expected credit rating of AA (high) (sf)
-- 50% increase in PD and 50% increase in LGD, expected credit rating of AA (sf)

For further information on Morningstar DBRS historical default rates published by the European Securities and Markets Authority (ESMA) in a central repository, see: https://registers.esma.europa.eu/cerep-publication. For further information on Morningstar DBRS historical default rates published by the Financial Conduct Authority (FCA) in a central repository, see https://data.fca.org.uk/#/ceres/craStats.

These credit ratings are endorsed by DBRS Ratings Limited for use in the United Kingdom.

Lead Analyst: Pascale Kallas, Assistant Vice President
Rating Committee Chair: Alfonso Candelas, Senior Vice President
Initial Rating Date: 26 September 2016

DBRS Ratings GmbH
Neue Mainzer Straße 75
60311 Frankfurt am Main Deutschland
Tel. +49 (69) 8088 3500
Geschäftsführer: Detlef Scholz
Amtsgericht Frankfurt am Main, HRB 110259

The credit rating methodologies used in the analysis of this transaction can be found at: https://dbrs.morningstar.com/about/methodologies.

-- Legal Criteria for European Structured Finance Transactions (30 June 2023), https://dbrs.morningstar.com/research/416730.
-- Master European Structured Finance Surveillance Methodology (7 March 2024), https://dbrs.morningstar.com/research/429051.
-- Operational Risk Assessment for European Structured Finance Originators (7 March 2024), https://dbrs.morningstar.com/research/429054.
-- Operational Risk Assessment for European Structured Finance Servicers (15 September 2023), https://dbrs.morningstar.com/research/420572.
-- Rating European Consumer and Commercial Asset-Backed Securitisations (8 January 2024), https://dbrs.morningstar.com/research/426219.
-- Rating European Structured Finance Transactions Methodology (11 December 2023), https://dbrs.morningstar.com/research/425149.
-- Derivative Criteria for European Structured Finance Transactions (18 September 2023), https://dbrs.morningstar.com/research/420754.
-- Morningstar DBRS Criteria: Approach to Environmental, Social, and Governance Risk Factors in Credit Ratings (23 January 2024), https://dbrs.morningstar.com/research/427030.

A description of how Morningstar DBRS analyses structured finance transactions and how the methodologies are collectively applied can be found at: https://dbrs.morningstar.com/research/278375.

For more information on this credit or on this industry, visit dbrs.morningstar.com or contact us at [email protected].