Attached files
file | filename |
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EX-31 - EX-31 - Volkswagen Auto Lease Trust 2009-A | k49044exv31.htm |
EX-35.1 - EX-35.1 - Volkswagen Auto Lease Trust 2009-A | k49044exv35w1.htm |
EX-33.1 - EX-33.1 - Volkswagen Auto Lease Trust 2009-A | k49044exv33w1.htm |
EX-34.1 - EX-34.1 - Volkswagen Auto Lease Trust 2009-A | k49044exv34w1.htm |
EX-33.2 - EX-33.2 - Volkswagen Auto Lease Trust 2009-A | k49044exv33w2.htm |
EX-34.2 - EX-34.2 - Volkswagen Auto Lease Trust 2009-A | k49044exv34w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
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, 2009
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
333-133770-07
(Commission File Number of Issuing Entity)
(Commission File Number of Issuing Entity)
Volkswagen Auto Lease Trust 2009-A
(Exact name of Issuing Entity as specified in its charter)
Volkswagen Auto Lease/Loan Underwritten Funding, LLC
(Exact name of Depositor as specified in its charter)
VW Credit, Inc.
(Exact name of Sponsor as specified in its charter)
State of Delaware (State or other jurisdiction of incorporation or organization) |
11-3650483 (I.R.S. Employer Identification No. of Registrant) |
|
2200 Ferdinand Porsche Drive Herndon, Virginia (Address of principal executive offices) |
20171 (Zip Code of Registrant) |
(703) 364-7000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act:
Title of each class | Name of each exchange on which registered | |
None | 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 Yes þ 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. þ Yes o 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 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. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files).
þYes oNo
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
registrants 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, a
non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer: o | Accelerated Filer: o | Non-Accelerated Filer: þ | Smaller reporting company: o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Securities Exchange Act). Yes o No þ
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 registrants most recently
completed second fiscal quarter. None
Documents incorporated by reference: None
TABLE OF CONTENTS
Table of Contents
FORM 10-K
PART 1
THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:
(A) Item 1 | Business. |
(B) Item 1A | Risk Factors. |
(C) Item 2 | Properties. |
(D) Item 3 | Legal Proceedings. |
Item 1B. Unresolved Staff Comments.
Not Applicable.
PART II
THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:
(A) Item 4 | Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities. |
(B) Item 5 | Selected Financial Data. |
(C) Item 6 | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
(D) Item 6A | Quantitative and Qualitative Disclosures About Market Risk. |
(E) Item 7 | Financial Statements and Supplementary Data. |
(F) Item 8 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
(G) Item 8A | Controls and Procedures. |
Item 8A(T). Controls and procedures
Not Applicable
Item 8B. Other Information.
None.
PART III
THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:
(A) Item 9 | Directors, Executive Officers and Corporate Governance. |
(B) Item 10 | Executive Compensation. |
(C) Item 11 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
(D) Item 12 | Certain Relationships and Related Transactions, and Director Independence. |
(E) Item 13 | Principal Accountant Fees and Services. |
PART IV
Item 14. Exhibits and 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. |
Table of Contents
(b) | The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. | ||
(c) | None. |
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J(2) TO FORM 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
Not Applicable.
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).
Not Applicable.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
Not Applicable.
Item 1117 of Regulation AB. Legal Proceedings.
No legal proceedings are pending against any of VW Credit, Inc. (in its capacity as the sponsor,
the Sponsor, in its capacity as an originator contemplated by Item 1110(b) of Regulation AB, the
Originator, in its capacity as servicer, the Servicer and in its capacity as administrator (the
Administrator) of Volkswagen Auto Lease Trust 2009-A (the Issuing Entity), Volkswagen Auto
Lease/Loan Underwritten Funding, LLC (the Depositor), VW Credit Leasing, Ltd. (the Origination
Trust), Deutsche Bank Trust Company Americas (the Indenture Trustee), Citibank, N.A. (the Owner
Trustee), Citigroup Trust Delaware National Association (the Issuer Delaware Trustee), U.S. Bank
National Association (in its capacity as UTI trustee, the UTI Trustee, in its capacity as
transaction SUBI trustee, the Transaction SUBI Trustee and in its capacity as administrative
trustee, the Administrative Trustee), Wilmington Trust Company (the Delaware Trustee) or the
Issuing Entity that are or would be material to holders of the asset-backed notes (the Notes) or
the asset-backed certificate (the Certificate). No such proceedings are known to be contemplated
by governmental authorities.
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
The Sponsor is the originator, as contemplated by Item 1110 of Regulation AB, of all of the pool
assets owned by the Issuing Entity. The Sponsor is also the Servicer. The Depositor is a
wholly-owned subsidiary of the Sponsor and, therefore, a wholly-owned subsidiary of the originator
and the Servicer. The Issuing Entity was formed by the Depositor. VW Credit, Inc. is the
Administrator of the Issuing Entity and the Depositor is the holder of the Issuing Entitys
Certificate, representing the residual interest in the Issuing Entity. The Sponsor is settlor and
initial beneficiary of the Origination Trust. The asset pool represents a portfolio of assets held
by the Origination Trust in which the Issuing Entity holds a beneficial interest.
Other than as specified in this Item above, none of VW Credit, Inc., the Depositor, the Origination
Trust or the Issuing Entity is an affiliate of any of the following parties, and, except as
described below, none of the following parties are affiliates of any of the other following
parties:
(1) | Indenture Trustee. | ||
(2) | Owner Trustee. | ||
(3) | Issuer Delaware Trustee | ||
(4) | U.S. Bank National Association (in its capacities as UTI Trustee, Transaction SUBI Trustee and Administrative Trustee). | ||
(5) | Delaware Trustee. |
The Owner Trustee and the Issuer Delaware Trustee are affiliates.
Table of Contents
There are no significant obligors contemplated by Item 1112 of Regulation AB, enhancement or
support providers contemplated by Item 1114 or 1115 of Regulation AB, or other material parties
related to the Notes contemplated by Item 1101(d)(1) of Regulation AB.
In addition, to the best of our knowledge, there are no business relationships, agreements,
arrangements, transactions or understandings entered into outside the ordinary course of business
or on terms other than would be obtained in an arms length transaction with an unrelated third
party, apart from the asset-backed securities transaction involving the issuance of the Notes and
the Certificate by the Issuing Entity, between VW Credit, Inc. (in its capacities as Sponsor,
Originator, Servicer or Administrator) the Depositor, the Origination Trust, the Indenture Trustee,
the Owner Trustee, the Issuer Delaware Trustee, U.S. Bank National Association (in its capacities
as UTI Trustee, Transaction SUBI Trustee and Administrative Trustee), the Delaware Trustee and the
Issuing Entity, or any affiliates of such parties, that currently exists or that existed during the
past two years and that is material to an investors understanding of the Notes.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
The Servicer and the Indenture Trustee (collectively, the Servicing Parties) have each been
identified by the Depositor as parties participating in the servicing function with respect to the
asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an
assessment of compliance with the servicing criteria set forth in paragraph (d) of Item 1122 of
Regulation AB applicable to it (each, a Servicing Assessment Report), which Servicing Assessment
Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicer and the
Indenture Trustee has provided an attestation report (each, an Attestation Report) by a
registered public accounting firm, which reports are also attached as exhibits to this Form 10-K.
Neither the Indenture Trustees Servicing Assessment Report nor the Indenture Trustees Attestation
Report has identified any material instance of noncompliance with the servicing criteria
applicable to the Indenture Trustee.
The Servicer complied in all material respects with the servicing criteria applicable to it.
Item 1123 of Regulation AB. Servicer Compliance Statement.
The Servicer has completed a statement of compliance with its activities during the reporting
period and of its performance under the applicable servicing criteria (a Compliance Statement),
signed by an authorized officer of the Servicer. The Compliance Statement is attached as Exhibit
35.1 to this Form 10-K.
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Depositor has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
March 26, 2010
VOLKSWAGEN AUTO LEASE TRUST 2009-A |
||||
By: | VW Credit, Inc., as Servicer | |||
By: | /s/ Andrew Stuart | |||
Andrew Stuart | ||||
Executive Vice President & CFO (senior officer in charge of the servicing function) |
Table of Contents
EXHIBIT INDEX
Exhibit 31
|
Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Rule 15d-14(d). | |
Exhibit 33.1
|
Report on Assessment of Compliance with Applicable Servicing Criteria for Asset-Backed Securities of VW Credit, Inc. | |
Exhibit 33.2
|
Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of Deutsche Bank Trust Company Americas. | |
Exhibit 34.1
|
Attestation Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of Baker Tilly Virchow Krause, LLP, on behalf of VW Credit, Inc. | |
Exhibit 34.2
|
Attestation Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of KPMG, on behalf of Deutsche Bank Trust Company Americas. | |
Exhibit 35.1
|
Annual Servicer Compliance Statement of the Servicer for the year ended December 31, 2009. |