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

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

  
¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to

 

333-233424-01

333-233424-02

(Commission File Number of Issuing Entity)

 

Volkswagen Auto Loan Enhanced Trust 2020-1

2021-1

(Exact name of Issuing Entity as specified in its charter)

 

Central Index Key Number of Issuing Entity: 00018092910001878944

 

Volkswagen Auto Lease/Loan Underwritten Funding, LLC

(Exact name of Depositor as specified in its charter)

 

Central Index Key Number of Depositor: 0001182534

 

VW Credit, Inc.

(Exact name of Sponsor as specified in its charter)

 

Central Index Key Number of Securitizer: 0000833733

 State of Delaware 85-619283430-6681231
 (State or other jurisdiction of (I.R.S. Employer
 incorporation or organization of
Registrant)
 Identification No. of Registrant)
 Registrant) 

 2200 Woodland Pointe Avenue 20171
 Herndon, Virginia (Zip Code of Registrant)
 (Address of principal executive offices of Registrant) 

 

(703) 364-7000

(Registrant’s telephone number, including area code)

 

 

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

NoneN/A

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.    ¨  Yes    x  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.    ¨  Yes    x  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. x Yes ¨ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

x Yes ¨No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer: ¨Accelerated filer: ¨

Non-accelerated
Non-accelerated filer: xSmaller reporting company: ¨

Emerging growth company: ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨ Not Applicable

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes  ¨ No  x

 

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

 

Documents incorporated by reference: None

 

 

 

 

 

FORM 10-K

 

PART 1

 

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

 

(A)Item 1Business.

(B)Item 1ARisk Factors.

(C)Item 2Properties.

(D)Item 3Legal Proceedings.

 

Item 1B. Unresolved Staff Comments.

 

Not Applicable.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

PART II

 

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

 

 (A)Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 (B)Item 6Selected Financial Data.
 (C)Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 (D)Item 7AQuantitative and Qualitative Disclosures About Market Risk.
 (E)Item 8Financial Statements and Supplementary Data.
 (F)Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
 (G)Item 9AControls and Procedures.

 

Item 9B. Other Information.

 

None.

 

PART III

 

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

 

(A)Item 10Directors, Executive Officers and Corporate Governance.

(B)Item 11Executive Compensation.

 (C)Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(D)Item 13Certain Relationships and Related Transactions, and Director Independence.

(E)Item 14Principal Accountant Fees and Services.

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

 

(a)(1) Not applicable.

 

(2) 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)The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 

(c)None.

 

Item 16. Form 10-K Summary.

 

Not Applicable.

 

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.

 

Volkswagen Aktiengesellschaft (“Volkswagen AG”) and affiliates of Volkswagen AG (collectively, “Volkswagen Group Companies”), including VW Credit, Inc. (“VW Credit”), have been the subject of intense scrutiny, ongoing investigations (civil and criminal) and civil litigation relating to TDI diesel engines. Volkswagen AG and other Volkswagen Group Companies have received subpoenas and inquiries from state attorneys general and other governmental and regulatory authorities and are responding to such investigations and inquiries, including in areas relating to securities, financing and tax.

 

One such legal action to which VW Credit was subject, or to which certain other Volkswagen Group Companies are still subject, is a civil action brought by the SEC pursuant to a complaint filed in the U.S. District Court for the Northern District of California on March 14, 2019. The complaint alleged that VW Credit, its indirect 100% parent, Volkswagen AG, an affiliate, Volkswagen Group of America Finance, LLC, and the former Chief Executive Officer of Volkswagen AG, Martin Winterkorn, violated certain provisions of the U.S. federal securities laws by selling certain bonds and asset-based securities without disclosure concerning the existence of defeat devices, as defined under U.S. law, in certain diesel vehicles, and related exposures.

 

On August 20, 2020, the U.S. District Court for the Northern District of California granted in part the Volkswagen defendants’ motion to dismiss the complaint, dismissing all claims against VW Credit related to its issuance of automotive asset-backed securities (“ABS”). With respect to VW Credit, the court held that the SEC’s claims had already been released by virtue of Volkswagen AG, Volkswagen Group of America Finance, LLC and VW Credit’s settlement with the U.S. Department of Justice for claims made under the Financial Institutions Reform, Recovery and Enforcement Act, 12 U.S.C. § 1833a, related to VW Credit and the ABS.

 

On September 4, 2020, the SEC filed an amended complaint and removed its claims against VW Credit. On December 7, 2020, the Volkswagen Group Companies entities named in the amended complaint filed an answer to the operative complaint denying liability for the claims asserted by the SEC and raising affirmative defenses. To date, the SEC has not sought to pursue a direct appeal as to the claims against VW Credit; however, the SEC may attempt to appeal after the resolution of all remaining claims in the amended complaint. The other Volkswagen Group Companies named in the amended complaint intend to continue to contest the claims asserted in the SEC’s amended complaint and the relief sought by the SEC.

 

Indenture Trustee Litigation

DeutscheU.S. Bank Trust Company, Americas,National Association, as the Indenture Trustee, has provided the following information for inclusion in this report on Form 10-K:

 

DeutscheU.S. Bank Trust Company AmericasNational Association (“DBTCA”U.S. Bank”) and Deutsche Bank National Trust Company (“DBNTC”)other large financial institutions have been sued by investors in civil litigation concerning their rolecapacity as trustees oftrustee or successor trustee for certain residential mortgage-backedmortgage backed securities (“RMBS”) trusts.

On June 18, 2014, The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a groupresult of investors, including funds managedalleged failures by Blackrock Advisors, LLC, PIMCO-Advisors, L.P.,the sponsors, mortgage loan sellers and others, filed anservicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes of action against DBNTC and DBTCA in New York State Supreme Court alleging that DBNTC and DBTCA failedbased upon the trustees’ purported failures to perform purported duties, as trusteesenforce repurchase obligations of mortgage loan sellers for 544 private-label RMBS trusts, to enforcealleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default.

U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously. However, U.S. Bank cannot assure you as to mortgage loans held by the trusts and to enforce breaches by servicersoutcome of their mortgage loan servicing obligations for the trusts. During the courseany of the litigation, plaintiffs dismissedor the case from New York State Supreme Court and refiled two separate cases, one inpossible impact of these litigations on the U.S. District Court fortrustee or the Southern District of New York (the “BlackRock SDNY Case”) and the other in the Superior Court of California, Orange County (the “BlackRock California Case”). Pursuant to a settlement among the parties, the BlackRock SDNY Case was dismissed on December 6, 2018, and the BlackRock California Case was dismissed on January 11, 2019.RMBS trusts

 

On September 27, 2017, DBTCA was added asMarch 9, 2018, a defendantlaw firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a case brought by certain special purpose entities including Phoenix Light SF Limitedlawsuit in the U.S. District Court for the Southern District of New York, in which the plaintiffs previously alleged incorrectly that DBNTC served as trustee for all 43 of the trusts at issue. On September 27, 2017, plaintiffs filed a third amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for one of the 43 trusts at issue. DBNTC serves as trustee for the other 42 trusts at issue. Plaintiffs’ third amended complaint brings claims for violation of the U.S. Trust Indenture Act of 1939 (“TIA”); breach of contract; breach of fiduciary duty; negligence and gross negligence; violation of New York’s Streit Act; and breach of the covenant of good faith. However, in the third amended complaint, plaintiffs acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs’ TIA Act claims, negligence and gross negligence claims, Streit Act claims, claims for breach of the covenant of good faith, and certain theories of plaintiffs’ breach of contract claims, and plaintiffs only include these claims to preserve any rights on appeal. Plaintiffs allege damages of “hundreds of millions of dollars.” On November 13, 2017, DBNTC and DBTCA filed an answer to the third amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, plaintiffs, jointly with Commerzbank AG (see description of Commerzbank case below), filed a motion for partial summary judgment. On October 27, 2021, DBNTC and DBTCA filed a supplemental motion for summary judgment relating to plaintiffs’ standing. On February 8, 2022, the court issued an order in which it granted DBNTC and DBTCA’s supplemental motion for summary judgment, granted in part DBNTC and DBTCA’s initial motion for summary judgment, and denied plaintiffs’ motion for partial summary judgment. As a result of that order, all of plaintiffs’ claims were dismissed with prejudice. On March 10, 2022, plaintiffs filed a notice of appeal to the United StatesDelaware Court of Appeals for the Second CircuitChancery against U.S. Bank National Association (“U.S. Bank”) in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the court’s ordersDSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”). The complaint, as amended on June 15, 2018, alleged that the motions to dismiss and for summary judgment.

On November 30, 2017, DBTCA was addedDSTs have been harmed as a defendant to a case broughtresult of purported misconduct or omissions by Commerzbank AG (“Commerzbank”) in the U.S. District Court for the Southern District of New York, in which Commerzbank previously alleged incorrectly that DBNTC served as trustee for all 50defendants concerning administration of the trusts at issue.and special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have made assertions against U.S. Bank concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.

U.S. Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated. On November 30, 2017, Commerzbank filed a second amended complaint7, 2018, the Court ruled that names DBTCA as a defendantthe case should be stayed in addition to DBNTC. DBTCA serves as trustee for 1its entirety pending resolution of the 50 trusts at issue. DBNTC serves as trusteefirst-filed cases. On January 21, 2020, the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other 49 trusts at issue. Commerzbank’s second amended complaint brings claims for violation of the TIA; breach of contract; breach of fiduciary duty; negligence; violation of the Streit Act; and breach of the covenant of good faith. However,lawsuits pending in the second amended complaint, Commerzbank acknowledges that, before DBTCA was added toDelaware Court of Chancery concerning the case,DSTs and the court dismissed Commerzbank’s TIA claims forStudent Loans, which remains pending.

U.S. Bank denies liability in the trusts governed by poolingNCMSLT Action and servicing agreements,believes it has performed its obligations as well as its Streit Act claimsindenture trustee and claims for breach of the covenant ofspecial servicer in good faith and Commerzbank only includes these claims to preserve any rights on appeal. The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer “hundreds of millions of dollars in losses,” but the complaint does not include a demand for money damagescompliance in a sum certain. On January 29, 2018, DBNTC and DBTCA filed an answer to the second amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, Commerzbank, jointlyall material respects with the Phoenix Light plaintiffs, filed a motion for partial summary judgment. On February 8, 2022, the court issued an order in which it granted in part DBNTC and DBTCA’s motion for summary judgment and denied plaintiffs’ motion for partial summary judgment. As a result of that order, many of plaintiffs’ claims and theories were dismissed with prejudice. Discovery is ongoing.

On December 30, 2015, IKB International, S.A. in Liquidation and IKB Deutsche Industriebank A.G. (collectively, “IKB”), as an investor in 37 RMBS trusts, filed a summons with notice in the Supreme Courtterms of the State of New York, New York County, against DBNTCagreements governing the DSTs and DBTCA as trustees of the trusts. On May 27, 2016, IKB served its complaint asserting claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, violation of the Streit Act, violation of the TIA, violation of Regulation AB, and violation of Section 9 of the Uniform Commercial Code. IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million in damages. On October 5, 2016, DBNTC and DBTCA, together with several other trustees defending lawsuits by IKB, filed a joint motion to dismiss. On January 6, 2017 and June 20, 2017, IKB voluntarily dismissed with prejudice all claims as to seven trusts. On January 27, 2021, the court granted in part and denied in part DBNTC and DBTCA’s motion to dismiss. The court granted the motion to dismiss with respect to IKB’s claims for violations of the Streit Act, Regulation AB, and Section 9 of the Uniform Commercial Code, as well as certain aspects of IKB’s claims for breach of contract, breach of fiduciary duty, and violation of the TIA. The court denied the remainder of the motion to dismiss. IKB’s remaining claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, and violation of the TIA will proceed. On May 10, 2021, DBNTC and DBTCA filed a notice of appeal with the New York Supreme Court Appellate Division, First Department, regarding certain aspects of the court’s order on the motion to dismiss. On May 20, 2021, IKB filed a notice of cross appeal with respect to other aspects of that order. On August 30, 2022, the New York Supreme Court, Appellate Division, First Department affirmed in part and reversed in part the court’s order on the motion to dismiss. On November 10, 2022, the First Department granted DBNTC and DBTCA’s motion for leave to appeal to the Court of Appeals, and denied IKB’s separate motion for reargument and leave to appeal. On June 2, 2021, IKB filed a motion for re-argument regarding certain aspects of the court’s order on the motion to dismiss, which the court denied on August 3, 2021. On May 13, 2021, DBNTC and DBTCA filed an answer to the complaint. On October 28, 2021, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to seven additional trusts. On December 29, 2021, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to one additional trust. On April 22, 2022, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to 17 certificates at issue, including all claims as to 5 trusts. On February 28, 2023, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to two trusts, leaving 15 trusts at issue. Discovery is ongoing.

It is DBTCA’s belief that it has no pending legal proceedings (including, based on DBTCA’s present evaluation,meritorious defenses. It has contested and intends to continue contesting the litigation disclosed in the foregoing paragraphs) that would materially affect its ability to perform its duties under the related servicing agreement for this transaction.plaintiffs’ claims vigorously.

 

Except as described above, 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 of Volkswagen Auto Loan Enhanced Trust 2020-12021-1 (the “Issuing Entity”)), Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the “Depositor”), DeutscheU.S. Bank Trust Company, AmericasNational Association (the “Indenture Trustee”), Citicorp Trust Delaware, National Association (the “Issuer Delaware Trustee”), Citibank, N.A. (the “Owner Trustee”), or the Issuing Entity or of which any property of the foregoing is the subject 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.

 

Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

 

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

 

The Servicer, and the Indenture Trustee and U.S. Bank National Association (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 Trustee’s Servicing Assessment Report nor the Indenture Trustee’s 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 agreement (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.

 

 

 

EXHIBIT INDEX

 

Exhibit 31.1Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Rule 15d-14(d).
  
Exhibit 33.1Report on Assessment of Compliance with Applicable Servicing Criteria of VW Credit, Inc.
  
Exhibit 33.2Report on Assessment of Compliance with the Servicing Criteria of Deutsche Bank National Trust Company and DeutscheU.S. Bank Trust Company, Americas.National Association and U.S. Bank National Association.
  
Exhibit 34.1Attestation Report on Assessment of Compliance with the Servicing Criteria of Baker Tilly US, LLP, on behalf of VW Credit, Inc.
  
Exhibit 34.2Attestation Report on Assessment of Compliance with the Servicing Criteria of Ernst & Young LLP, on behalf of DeutscheU.S. Bank Trust Company, Americas.National Association and U.S. Bank National Association.
  
Exhibit 35.1Annual Servicer Compliance Statement of the Servicer for the year ended December 31, 2022.

 

 

 

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 30, 2023

 
VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2020-12021-1
 
 By:VW Credit, Inc., as Servicer
 
 By:/s/ Garett Miles
         Garett Miles

Head of Securitization and Assistant Treasurer
         (senior(senior officer in charge of the servicing function)