UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
   
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20052006
   
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to                    
333-117089-02
333-117089
333-117089-01
333-117089-02
(Commission File Numbers)
Volkswagen Auto Lease Trust 2004-A
(Issuer with respect to the Notes)Exact name of Issuing Entity as specified in its charter)
Volkswagen Auto LeaseLease/Loan Underwritten Funding, LLC
(Originator of the Note IssuerDepositor and Transferor of Transaction SUBI Certificate to the Note Issuer)Issuing Entity)
(Exact name of registrantDepositor as specified in its charter)
VW Credit Leasing, Ltd.
(Issuer with respect to the Transaction SUBI Certificate)
   
State of Delaware
(State or other jurisdiction of
incorporation or organization)
 11-365048-3
38-6738618
20-6291530

(I.R.S. Employer
Identification Nos.)
   
3800 Hamlin Road
Auburn Hills, Michigan

(Address of principal executive offices)
 48326
(Zip Code)
(248) 754-5000

(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Securities Exchange Act:None
Securities registered pursuant to Section 12(g) of the Securities Exchange Act:None
Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act).o Yesþ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act.
 oþ Yesþo 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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.þ 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.þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Securities Exchange Act. (Check one):
Large Accelerated Filer:o           Accelerated Filer:o
Large Accelerated Filer:o
Accelerated Filer:oNon-Accelerated Filer:þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yeso Noþ
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:See Item 15(b)
 
 

 


FORM 10-K
TABLE OF CONTENTS

PART 1
Item 1. Business.
Item 1A. Risk Factors.
Item 1B. Unresolved Staff Comments.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Submission of Matters To A Vote Of Security Holders.
PART II
Item 5. Market for Registrant’s Common Equity and 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 Operation.
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.
PART III
Item 10. Directors, and Executive Officers of the Registrant.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.Transactions, and Director Independence.
Item 14. Principal Accountant Fees and Services.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
SIGNATURES
Certification of Officer of Servicer Pursuant to EXHIBIT INDEX
Section 302(A)302 Certification
Annual Statement as to Compliance of the Servicer
Report on the Activities of VW Credit, Inc.
AnnaulAnnual Aggregate Servicer Statement


FORM 10-K
INTRODUCTORY NOTE
The transaction to which this Form 10-K relates was registered with the Securities and Exchange Commission on Form 424B1 and closed on September 29, 2004 and therefore is not subject to the requirements of Regulation AB.
PART 1
Item 1. Business.
This Annual Report on Form 10-K is filed with respect to Volkswagen Auto Lease Trust 2004-A (the “Trust”), a Delaware statutory trust formed pursuant to a Trust Agreement, dated as of September 3, 2004, amended and restated as of September 29, 2004, between Volkswagen Auto Lease/Loan Underwritten Funding, LLC, formerly Volkswagen Auto Lease Underwritten Funding, LLC, (the “Transferor”) and The Bank of New York (Delaware), 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, A-4-A, and A-4-B (the “Notes”) pursuant to an Indenture, dated as of September 29, 2004, between the Trust and Citibank, N.A. as indenture trustee (the “Indenture Trustee”).
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
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 automobile 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.
See Item 15.
The following tables set forth the number and aggregate principal amount of delinquent and defaulted SUBI contracts, the delinquency rates, and aggregate net losses on the SUBI contracts of the Volkswagen Auto Lease Trust 2004-A as of December 31, 2005:2006:
                          
1. Delinquent Contracts: Contracts Amount ($000’s) Delinquent Contracts: Contracts
 Amount ($000's)
 
 a. 31 — 60 Days Delinquent  763   12,110  a. 31 — 60 Days Delinquent 506 7,168 
 b. 61 — 90 Days Delinquent  201   3,070  b. 61 — 90 Days Delinquent 103 1,453 
 c. 91 Days or More Delinquent  231   3,813  c. 91 Days or More Delinquent 109 1,521 
               
2. Delinquency Ratio:     Amount ($000’s) Delinquency Ratio: Amount ($000's) 
 a. Delinquent Balance      18,993  a. Delinquent Balance 10,142 
 b. Total Pool Balance      1,012,265  b. Total Pool Balance 459,022 
 c. Delinquency Ratio      1.88% c. Delinquency Ratio  2.21% 
             
3. Defaulted Contracts: Contracts Amount ($000’s) Defaulted Contracts: Contracts
 Amount ($000's)
 
 a. For the Year Ended December 31, 2005  928   16,714  a. For the Year Ended December 31, 2006 594 9,683 
             
4. Aggregate Net Losses For the Year Ended December 31, 2005: Amount($000’s) Aggregate Net Losses For the Year Ended December 31, 2006: Amount ($000’s)
 
             
 a. Original Portfolio      1,709,402  a. Original Portfolio 1,709,402 
 b. Residual Net Losses      3,781  b. Residual Net Losses / (Gains)  (446) 
 c. Residual Loss Ratio      0.22% c. Residual Loss Ratio  -0.03% 
 d. Credit Net Losses      4,321  d. Credit Net Losses 2,802 
 e. Credit Loss Ratio      0.25% e. Credit Loss Ratio  0.16% 

 


Item 3. Legal Proceedings.
(a) 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, or the Owner Trustee, which were pending at December 31, 2005,2006, or as of the date of this report.
(b) Not Applicable.
Item 4. Submission of Matters To A Vote Of Security Holders.
No votes or consents of Noteholders were solicited during fiscal year 20052006 for any purpose.
PART II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.
To the best knowledge of the registrant, there is no established public trading market for the Notes.
(a) The holder of record of all offered Notes as of December 31, 20052006 was Cede & Co., the nominee of The Depository Trust Company in the United States. On December 31, 2005,2006, there were less than 300 holders of record of each Class of Notes.
(b) Not Applicable.
(c) Not Applicable.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operation.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants On Accounting And Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.

 


PART III
Item 10. Directors, and Executive Officers of the Registrant.and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership Of Certain Beneficial Owners And Management and Related Stockholder Matters.
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.Transactions, and Director Independence.
None.Omitted
Item 14. Principal Accountant Fees and Services.
Omitted.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
 (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, 2005:2006:
   
Date Items Reported
February 22, 200521, 2006 Items 8.01, 9.01, Monthly Servicer’s Report*
March 21, 200520, 2006 Items 8.01, 9.01, Monthly Servicer’s Report*
April 20, 20052006 Items 8.01, 9.01, Monthly Servicer’s Report*
May 20, 200522, 2006 Items 8.01, 9.01, Monthly Servicer’s Report*
June 20, 20052006 Items 8.01, 9.01, Monthly Servicer’s Report*
July 20, 20052006 Items 8.01, 9.01, Monthly Servicer’s Report*
August 22, 200521, 2006 Items 8.01, 9.01, Monthly Servicer’s Report*
September 20, 20052006 Items 8.01, 9.01, Monthly Servicer’s Report*
October 20, 20052006 Items 8.01, 9.01, Monthly Servicer’s Report*
November 21, 200520, 2006 Items 8.01, 9.01, Monthly Servicer’s Report*
December 20, 20052006 Items 8.01, 9.01, Monthly Servicer’s Report*
January 20, 200622, 2007 Items 8.01, 9.01, 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.

 


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 30, 20062007
     
 VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC
By:  /s/ Timothy J. Flaherty
Name:  Timothy J. Flaherty 
Title:  Assistant Treasurer 
 VOLKSWAGEN AUTO LEASE UNDERWRITTENTRUST 2004-A
FUNDING, LLC
By: VW CREDIT, INC., as Administrator
By:  /s/ Bruce Harris
Name:  Bruce Harris 
Title:  Chief Financial Officer 
VW CREDIT LEASING, LTD.

By: VW CREDIT, INC., as Servicer
By:  /s/ Bruce Harris
Name:  Bruce Harris 
Title:  Chief Financial Officer 


     
By:/s/Timothy J. Flaherty
Name: Timothy J. Flaherty
Title: Assistant Treasurer
VOLKSWAGEN AUTO LEASE TRUST 2004-A
By:VW CREDIT, INC., as Administrator
By:/s/Bruce Harris
Name: Bruce Harris
Title: Chief Financial Officer
VW CREDIT LEASING, LTD.
By:VW CREDIT, INC., as Servicer
By:/s/Bruce Harris
Name: Bruce Harris
Title: Chief Financial Officer


EXHIBIT INDEX
Exhibit 31:Certification of Officer of Servicer Pursuant to Section 302(A) of the Sarbanes-Oxley Act of 2002.
Exhibit 99.1:Annual Statement as to Compliance of the Servicer for the year ended December 31, 2005.2006.
Exhibit 99.2:99.2: Report on the activities of VW Credit, Inc., as Servicer, prepared by Virchow Krause & Company, LLP.
Exhibit 99.3:Annual Aggregate Servicer Statement containing information relating to the Receivables and the Accounts for the Collection Periods from and including January 20052006 through December 2005.2006.