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.
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.
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 2002-A as of December 31, 2003:
1.
Delinquent Contracts:
3.
Defaulted Contracts:
4.
Aggregate Net Losses:
Item 3.
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, 2003, or as of the date of this report.
Item 4.
Item 4. Submission of Matters To A Vote Of Security Holders.
No votes or consents of Noteholders were solicited during fiscal year 2003 for any purpose.
PART II
Item 5.
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.
(a) On December 31, 2003, there were less than 300 holders of record of each Class of Notes.
(b) Not Applicable.
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operation.
Not applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Not applicable.
Item 9.
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.
Item 9A. Controls and Procedures.
Not Applicable.
PART III
Item 10.
Item 10. Directors and Officers of the Registrant.
Not applicable.
Item 11.
Item 11. Executive Compensation.
Not applicable.
Item 12.
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.
Item 13. Certain Relationships And Related Transactions.
None.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, And Reports On Form 8-K.
*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, 2004
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, 2003.
Exhibit 99.2: Report on the activities of VW Credit, Inc., as Servicer, prepared by 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.