UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, | Commission File No. 333-99199 |
Volkswagen Auto Lease Trust 2002-A
(Issuer with respect to the Notes)
Volkswagen Auto Lease Underwritten Funding, LLC
(Originator of the Note Issuer and Transferor of Transaction SUBI Certificate to the Note Issuer)
(Exact name of registrant as specified in its charter)
VW Credit Leasing, LTD 11-365048-3 38-6738618 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 48326 (Zip Code) (Address of principal executive offices)
(248) 754-5000
(Registrant’s 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 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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.xþ Yeso No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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.xþ
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yeso Noxþ
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.None
Issuer does not have any voting stock. Documents incorporated by reference:None
FORM 10-K
PART 1
Item 1. Business.
This Annual Report on Form 10-K (the “Report”) is filed with respect to Volkswagen Auto Lease Trust 2002-A (the “Trust”), a common law trust formed pursuant to a Trust Agreement, dated as of November 14, 2002 (the “Trust Agreement”), between Volkswagen Auto Lease Underwritten Funding, LLC (the “Transferor”) and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Trust issued $1,500,000,000 in aggregate principal amount of asset-backed notes, Classes A-1, A-2, A-3 and A-4 (the “Notes”) pursuant to an Indenture, dated as of November 14, 2002 (the “Indenture”), between the Trust and The Bank of New York, as indenture trustee (the “Indenture Trustee”).
Item 2. Properties.
The assets of the Trust include the Transaction SUBI, which is a beneficial interest in VW Credit Leasing, Ltd. (the “Origination Trust”), which represents rights in a pool of closed-end retail lease contracts and the related leased vehicles. The Origination Trust is a statutory trust formed under the laws of the State of Delaware pursuant to a Trust Agreement dated as of June 2, 1999 among VW Credit, Inc., as settlor and initial beneficiary, U.S. Bank National Association, as UTI trustee and administrative trustee, and Wilmington Trust Company, as Delaware trustee. Certain information otherwise required to be included in this Report by
See Item 15.
The following tables set forth the Instructions to Form 10-K has been omitted in reliancenumber and aggregate principal amount of delinquent and defaulted SUBI contracts, the delinquency rates, and aggregate net losses on the letter relief granted by the staffSUBI contracts of the SEC to other companies in similar circumstances (collectively, the “Relief Letters”).Volkswagen Auto Lease Trust 2002-A as of December 31, 2003:
Item 2. Properties.
| 1. | Delinquent Contracts: |
| Contracts | Amount ($000’s) | |||||||
| a. 31 – 60 Days Delinquent | 702 | 11,854 | ||||||
| b. 61 – 90 Days Delinquent | 152 | 2,586 | ||||||
| c. 91 Days or More Delinquent | 123 | 2,289 | ||||||
Not applicable in reliance on the Relief Letters.
| 2. | Delinquency Ratio: |
| Amount ($000’s) | ||||
| a. Delinquent Balance | 16,729 | |||
| b. Total Pool Balance | 1,122,778 | |||
| c. Delinquency Ratio | 1.49 | % | ||
3. Defaulted Contracts: Contracts Amount ($000’s) a. For the Year Ended December 31, 2003 736 14,171
| 4. | Aggregate Net Losses: |
| Amount ($000’s) | ||||
| a. Cumulative Net Losses | 2,283 | |||
| b. Original Portfolio | 1,630,435 | |||
| c. Aggregate Loss Ratio | 0.14 | % | ||
Item 3. Legal Proceedings.
There were no material legal proceedings involving the Trust or the Origination Trust, or to the extent relating to the Trust or the Origination Trust, the Transferor, the Indenture Trustee, VW Credit, Inc., as servicer (the “Servicer”) or the Owner Trustee, which were pending at December 31, 2002,2003, or as of the date of this report.
Item 4. Submission of Matters To A Vote Of Security Holders.
No votes or consents of Noteholders were solicited during fiscal year 20022003 for any purpose.
PART II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters.
| To the best knowledge of the registrant, there is no established public trading market for the Notes. | ||
Since the Registrant pays no dividends with respect to the Notes, the information required by Item 201(a) On December 31, 2003, there were less than 300 holders of Regulation S-K regarding dividends is inapplicable to the Registrant. See Item 15 for information with respect to distributions to Noteholders.record of each Class of Notes.
(b) Not Applicable.
Item 6. Selected Financial Data.
Not applicable in reliance on the Relief Letters.applicable.
Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operation.
Not applicable in reliance on the Relief Letters.applicable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable in reliance on the Relief Letters.applicable.
Item 8. Financial Statements and Supplementary Data.
Not applicable in reliance on the Relief Letters.applicable.
Item 9. Changes in and Disagreements On Accounting And Financial Disclosure.
There was no change of accountants or disagreement with accountants on any matter of accounting principals or practices or financial disclosure.
Item 9A. Controls and Procedures.
Not Applicable.
PART III
Item 10. Directors and Officers of the Registrant.
Not applicable in reliance on the Relief Letters.applicable.
Item 11. Executive Compensation.
Not applicable.
Item 12. Security Ownership Of Certain Beneficial Owners And Management.
The Transferor owns 100% of the Certificates issued by the Trust. While some noteholder’s positions in the Trust exceeded 5% of the outstanding principal balance of the Notes, such securities do not constitute voting securities within the meaning of Item 403 of Regulation S-K.
Item 13. Certain Relationships And Related Transactions.
None.
Item 14. ControlsPrincipal Accounting Fees and Procedures.Services.
Not applicable.
PART IV
Item 15. Exhibits, Financial Statement Schedules, And Reports On Form 8-K.
| (a) | (1) | Not applicable. |
| (2) | Not applicable. | |||||
| (3) | The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. | |||||
| (b) | Current Reports on Forms 8-K during the year ending December 31, 2003: |
| Items Reported | ||
| February 20, 2003 | Items 5, 7, Monthly Servicer’s Report* | |
| March 20, 2003 | Items 5, 7, Monthly Servicer’s Report* | |
| April 23, 2003 | Items 5, 7, Monthly Servicer’s Report* | |
| May 20, 2003 | Items 5, 7, Monthly Servicer’s Report* | |
| June 20, 2003 | Items 5, 7, Monthly Servicer’s Report* | |
| July 21, 2003 | Items 5, 7, Monthly Servicer’s Report* | |
| August 21, 2003 | Items 5, 7, Monthly Servicer’s Report* | |
| September 22, 2003 | Items 5, 7, Monthly Servicer’s Report* | |
| October 20, 2003 | Items 5, 7, Monthly Servicer’s Report* | |
| November 20, 2003 | Items 5, 7, Monthly Servicer’s Report* | |
| December 22, 2003 | Items 5, 7, Monthly Servicer’s Report* | |
| January 20, 2004 | Items 5, 7, Monthly Servicer’s Report* |
*Incorporated by reference.
| (c) | The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. | |||||
| (d) | Not applicable. |
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.
March 29, 2003
2004
CERTIFICATION PURSUANT TO
SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002
I, Dennis Tack, certify that:
March 29, 2003
FUNDING, LLC | ||||
| By: | VW CREDIT, INC., as Servicer | |||
| By: | /s/ Timothy J. Flaherty | |||
| Name: Timothy J. Flaherty | ||||
| Title: | ||||
| VOLKSWAGEN AUTO LEASE TRUST 2002-A | ||||
| By: | VW CREDIT, INC., as Servicer | |||
| By: | /s/ Timothy J. Flaherty | |||
| Name: Timothy J. Flaherty | ||||
| Title: Assistant Treasurer | ||||
| VW CREDIT LEASING, LTD | ||||
| By: | VW CREDIT, INC., as Servicer | |||
| By: | /s/ Timothy J. Flaherty | |||
| Name: Timothy J. Flaherty | ||||
| Title: Assistant Treasurer | ||||
EXHIBIT INDEX
Exhibit 1.1:31:FormCertification of Underwriting Agreement among the Transferor, VW Credit, Inc. (“VW Credit”), and J.P. Morgan Securities, Inc., as representativeOfficer of Servicer Pursuant to Section 302(A) of the underwriters (filed as an Exhibit to Amendment No. 2 to Registration Statement on Form S-1 (File No. 33-99199) dated October 31, 2002).*Sarbanes-Oxley Act of 2002.
Exhibit 3.1:Certificate of Formation of Transferor dated as of August 8, 2002 (Filed as an Exhibit to Registration Statement on Form S-1 (File No. 333-99199) dated September 5, 2002).*
Exhibit 3.2:Limited Liability Company Agreement of the Transferor dated as of August 9, 2002 (Filed as an Exhibit to Registration Statement on Form S-1 (File No. 333-99199) dated September 5, 2002).*
Exhibit 4.1:Form of Indenture between the Trust and the Bank of New York, as indenture trustee (filed as an Exhibit to Amendment No. 2 to Registration Statement on Form S-1 (File No. 33-99199) dated October 31, 2002).*
Exhibit 10.1:Trust Agreement dated as of June 2, 1999 among VW Credit, U.S. Bank National Association and Wilmington Trust Company (Filed as an Exhibit to Registration Statement on Form S-1 (File No. 333-99199) dated September 5, 2002).*
Exhibit 10.2:Form of Supplement 2002-A to Trust Agreement between VW Credit and U.S. Bank National Association (filed as an Exhibit to Amendment No. 2 to Registration Statement on Form S-1 (File No. 33-99199) dated October 31, 2002).*
Exhibit 10.3:Amended and Restated Servicing Agreement dated as of December 21, 2000 between the Origination Trust and VW Credit, as servicer (Filed as an Exhibit to Registration Statement on Form S-1 (File No. 333-99199) dated September 5, 2002).*
Exhibit 10.4:Form of Supplement 2002-A to Servicing Agreement among the Origination Trust, VW Credit and U.S. Bank National Association (filed as an Exhibit to Amendment No. 2 to Registration Statement on Form S-1 (File No. 33-99199) dated October 31, 2002).*
Exhibit 10.5:Form of SUBI Sale Agreement between VW Credit and the Transferor (filed as an Exhibit to Amendment No. 2 to Registration Statement on Form S-1 (File No. 33-99199) dated October 31, 2002).*
Exhibit 10.6:Form of SUBI Transfer Agreement between the Transferor and the Trust (filed as an Exhibit to Amendment No. 2 to Registration Statement on Form S-1 (File No. 33-99199) dated October 31, 2002).*
Exhibit 10.7:Form of Trust Agreement between the Transferor and U.S. Bank Trust National Association (filed as an Exhibit to Amendment No. 2 to Registration Statement on Form S-1 (File No. 33-99199) dated October 31, 2002).*
Exhibit 10.8:Form of Administration Agreement among the Trust, VW Credit and The Bank of New York, as indenture trustee (filed as an Exhibit to Amendment No. 2 to Registration Statement on Form S-1 (File No. 33-99199) dated October 31, 2002).*
Exhibit 99.1:Annual Statement as to Compliance of the Servicer for the year ended December 31, 2002.2003.
*IncorporatedExhibit 99.2: Report on the activities of VW Credit, Inc., as Servicer, prepared by reference.PricewaterhouseCoopers L.L.P.
Exhibit 99.3:Annual Aggregate Servicer Statement containing information relating to the Receivables and the Accounts for the Collection Periods from and including January 2003 through December 2003.