FORM 10-K

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 (Mark One)

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

 For fiscal year ended December 31, 2023

 OR

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

 For the transition period
from to

 Commission File Number of
Issuing Entity: 333-265964

 Central Index Key of Issuing
Entity: 0001396730

 FIRST
NATIONAL MASTER NOTE TRUST
(Exact name of Issuing Entity as specified in its charter)

 Commission File Number of Depositor: 333-231191-01

Central Index Key of Depositor: 0001171040

 FIRST NATIONAL FUNDING LLC

 (Exact name of Depositor as specified in its charter)

 Central Index Key of Sponsor: 0000036644

 FIRST NATIONAL BANK OF OMAHA

(Exact name of Sponsor as specified in its charter)

 Nebraska

 Not
 Applicable

 (State or other
 jurisdiction of incorporation or organization of

 (IRS Employer
 Identification No. of Issuing

 Issuing Entity)

 Entity)

 1620
 Dodge Street, Stop Code 3271, Omaha, Nebraska

 68197

 (Address
 of principal executive offices of Issuing Entity)

 (Zip
 Code)

 (402) 341-0500

 (Issuing Entity'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

 Title of Each Class

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES
 NO

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES
 NO

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. YES NO

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). YES NO

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.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act. (Check one):

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller 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.

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.

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO

 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.

 Registrant
does not have any voting or non-voting common equity held by non-affiliates as of the date of this report, has not been involved in bankruptcy
proceedings during the past five years and is not a corporate registrant.

 DOCUMENTS INCORPORATED BY REFERENCE

 No documents have been incorporated by reference into this Form 10-K.

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

 (A)
 Item 1:

 Business

 (B)
 Item 1A:

 Risk Factors

 (C)
 Item 1C:

 Cybersecurity

 (D)
 Item 2:

 Properties

 (E)
 Item 3:

 Legal Proceedings

 Item 1B. Unresolved Staff Comments.

 Not Applicable.

 Item 4. Mine Safety Disclosures

 Not Applicable.

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

 (F)
 Item 5:

 Market for the Registrant's Common Equity, Related Stockholder
 Matters and Issuer Purchases of Equity Securities

 (G)
 Item 6:

 Selected Financial Data

 (H)

 Item 7:

 Management's Discussion and Analysis of Financial Condition and Results of Operation

 (I)
 Item 7A:

 Quantitative and Qualitative Disclosures About Market Risk

 (J)
 Item 8:

 Financial Statements and Supplementary Data

 (K)
 Item 9:

 Changes in and Disagreements
 With Accountants on Accounting and Financial Disclosure

 (L)
 Item 9A:

 Controls and Procedures

 Item 9B. Other Information.

 None.

 Item 9C.
Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.

 Not applicable.

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

 (M)
 Item 10:

 Directors, Executive Officers and Corporate Governance

 (N)
 Item 11:

 Executive Compensation

 (O)
 Item 12:

 Security Ownership of Certain
 Beneficial Owners and Management and Related Stockholder Matters

 (P)
 Item 13:

 Certain Relationships and Related
 Transactions, and Director Independence

 (Q)
 Item 14:

 Principal Accountant Fees and Services

 Item 15. Exhibits and Financial Statement
Schedules.

 a) Listed
below are the documents filed as part of this report:

 1)
 Financial Statements. None. In accordance
 with General Instruction J to Form 10-K, the Financial Statements required by Item 8 of Form
 10-K have been omitted.

 2)
 Financial Schedules. None. In accordance
 with General Instruction J to Form 10-K, any Financial Schedules required by Item 8 of Form
 10-K have been omitted.

 3)
 Exhibits. See Item 15(b) below.

 b) The
exhibits listed on the Exhibit Index are filed as part of, or incorporated by reference into, this report on Form 10-K.

 c) See
Item 15(a) above.

 Item 16. Form 10 –K
Summary

 None.

 SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE
WITH GENERAL INSTRUCTION J 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 (Financial 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.

 In re: Payment Card Fee and Merchant Discount
Antitrust Litigation

 Beginning in June 2005, several
retail merchants filed lawsuits in federal courts, claiming to represent a class of similarly situated merchants, and alleging that MasterCard
and VISA USA, together with their members, conspired to charge retailers excessive interchange in violation of federal antitrust laws.
In October 2005, these suits were consolidated in In re: Payment Card Fee and Merchant Discount Antitrust Litigation ("MDL 1720")
and venued in the United States District Court for the Eastern District of New York. The plaintiffs seek unspecified treble damages,
injunctive relief, attorneys' fees and costs.

 On April 24, 2006, plaintiffs
filed a first consolidated and amended complaint, naming First National Bank of Omaha ("FNBO") and others as defendants.
The plaintiffs realleged the claims in their original complaints and further claimed that defendants violated federal and California
antitrust laws by combining to impose certain fees and to adopt rules and practices of VISA USA and MasterCard that the plaintiffs contend
constitute unlawful restraints of trade. In July 2007, FNBO entered into judgment and loss sharing agreements (the sharing agreements)
with VISA USA and certain financial institutions to apportion financial responsibilities arising from any potential adverse judgment
or settlement. In 2010, FNBO entered into additional contracts among the defendants relating to the apportionment of financial responsibilities
which may arise from any potential adverse judgment or settlement. FNBO and other defendants signed amendments to the above-referenced
agreements, including the most recent in October 2015, to clarify and further define the scope of coverage for potential adverse judgments
or settlements.

 On October 19, 2012, the parties
entered into a settlement agreement to resolve these claims. The court granted preliminary approval of the settlement agreement on November
9, 2012. The court entered the formal Class Settlement Order and Final Judgment on January 14, 2014 (the "Order"). A series
of appeals were filed in response to the Order and on June 30, 2016, the U.S. Court of Appeals for the Second Circuit reversed the Order,
vacated the lower court's certification of the merchant class and remanded the case to the lower court for further proceedings
not inconsistent with the Second Circuit's order. On November 23, 2016 Class Plaintiffs filed a Petition for Writ of Certiorari
with the U.S. Supreme Court seeking a review of the Second Circuit's decision. On March 27, 2017, the U.S. Supreme Court issued
an Order denying Class Plaintiffs' Petition for Writ of Certiorari.

 In furtherance of the Second
Circuit's reversal and remand order, the district court in MDL 1720 appointed separate interim co-lead counsel for a Rule 23(b)(2)
Putative Injunctive Relief Class and a Rule 23(b)(3) Putative Damages Class, and the parties resumed litigation activities. On September
17, 2018, certain of the parties entered into the Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3)
Class Plaintiffs and the Defendants ("Amended Settlement Agreement"). The terms of the Amended Settlement Agreement include:
(a) a comprehensive release from the Rule 23(b)(3) Damages Class members ("Damages Class") for liability arising out of the
claims asserted in the litigation; (b) certain settlement payments to the Damages Class; and (c) distribution to the Damages Class merchants
of a portion of interchange across all credit rate categories for a prior period of eight consecutive months. On September 10, 2018,
the Rule 23(b)(3) Class Plaintiffs filed a Motion for Preliminary Approval of the Amended Settlement Agreement. The Court granted Preliminary
Approval of the Amended Settlement Agreement on January 24, 2019. The hearing for final approval of the Amended Settlement Agreement
was held on November 2, 2019. The Court issued its Order granting final approval of the Amended Settlement Agreement on December 13,
2019 ("Final Approval Order"). As part of the Final Approval Order, the District Court made clear its intent to appoint a
Special Master to resolve franchisor/franchisee disputes regarding who may claim settlement funds. Eight appeals have been filed with
the U.S. Court of Appeals for the Second Circuit in response to the Final Approval Order. The parties concluded briefing, and the Second
Circuit held oral arguments on March 16, 2022.

 On July 8, 2022, the Second
Circuit remanded the case to the District Court to consider whether, in the event the District Court's disposition of the franchisor/franchisee
disputes is deemed not a final judgment, there is no just reason for delay in ruling on all other issues on appeal. On July 18, 2022,
the District Court issued its ruling and confirmed that there is no just reason for delay in the appeal of all other issues and certified
its prior Final Approval Order as a partial final judgment. On March 15, 2023, the Second Circuit affirmed the District Court's
prior Final Approval Order as a partial final judgment, leaving open only the possibility of subsequent challenges to the Special Master's
allocation of damages as referenced above or the release of future claims.

 Litigation relating specifically
to the injunctive relief claims raised by the Rule 23(b)(2) Injunctive Relief Class in MDL 1720 is ongoing. The parties have concluded
fact discovery to supplement the record evidence established through the initial discovery period which concluded in November 2008, and
have also completed expert discovery and related motion practice. On September 27, 2021, the Court granted Plaintiffs' motion for
class certification and certified a Rule 23(b)(2) mandatory, non-opt-out Equitable Relief Class. The parties continue to maintain an
open and ongoing dialogue to explore any potential grounds for settlement and are presently engaged in a mediation to facilitate such
efforts.

 Pursuant to accounting guidance
on guarantees, FNBO, as part of the contingent litigation accrual, has recorded on its books the fair value of its potential obligations
under the additional contracts it entered into in 2010, as amended and referred to above. This liability is subject to significant estimation
risk and may materially change. Furthermore, management cannot predict with any degree of certainty how the final outcome of MDL 1720
may impact the broader credit card industry, and in this regard, FNBO.

 Other Litigation Concerning the Credit Card Industry

 Other antitrust lawsuits have been filed against
VISA and MasterCard from time to time, including cases filed by merchants who elected to be excluded from/opt out of the initial 2012
settlement agreement referenced above and/or the Amended Settlement Agreement. FNBO has not been a party to any material suits; however,
FNBO is a member of the MasterCard and VISA USA networks and these suits have been covered in the sharing agreements referred to above.
While a number of these suits are ongoing, in each of these covered matters that have been settled to date, the VISA portion of the settlement
payments have been made from the escrow created by VISA's stock offerings, and the MasterCard portion has been paid in accordance
with the MasterCard sharing agreements referenced above. In addition, ongoing settlement discussions and mediation activities continue
with a number of opt-out Plaintiffs and opt-out Plaintiff groups.

 U.S. Bank Trust Company, National
Association, in its capacity as Indenture Trustee, has provided the following information for the purposes of complying with the requirements
of Regulation AB:

 "U.S. Bank National Association
("U.S. Bank") and other large financial institutions have been sued in their capacity as trustee or successor trustee for
certain residential mortgage backed securities ("RMBS") trusts. 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 result of alleged failures by the sponsors,
mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes
of action based upon the trustees' purported failures to enforce repurchase obligations of mortgage loan sellers for alleged 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 the outcome of any of the litigation, or the possible impact of these litigations on the trustee
or the RMBS trusts.

 On March 9, 2018, a law firm
purporting to represent fifteen Delaware statutory trusts (the "DSTs") that issued securities backed by student loans (the
"Student Loans") filed a lawsuit in the Delaware Court of Chancery 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 DSTs 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 DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning
administration of the trusts 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
7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020,
the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court
of Chancery concerning the DSTs and the Student Loans, which remains pending.

 U.S. Bank denies liability in
the NCMSLT Action and believes it has performed its obligations as indenture trustee and special servicer in good faith and in compliance
in all material respects with the terms of the agreements governing the DSTs and that it has meritorious defenses. It has contested and
intends to continue contesting the plaintiffs' claims vigorously."

 Item 1119 of Regulation AB.
Affiliations and Certain Relationships and Related Transactions.

 The 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.

 Each of FNBO and U.S. Bank Trust Company, National
Association (the "Trustee") (each, a "Servicing Participant"), has been identified by the registrant as a party
participating in the servicing function during the reporting period with respect to more than 5% of the pool assets held by the Trust.
Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to such
Servicing Participant (each, a "Report on Assessment") during the Trust's fiscal year ending December 31, 2023, which
Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation
report (each, an "Attestation Report") by a registered independent public accounting firm regarding its related Report on
Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K. Neither the Reports on Assessment nor the Attestation
Reports have identified any material instances of noncompliance with the servicing criteria applicable to the Servicing Participants.

 Item 1123 of Regulation AB.
Servicer Compliance Statement.

 FNBO has been identified by the registrant as
a servicer during the reporting period with respect to the pool assets held by the Trust. FNBO has provided a Servicer Compliance Statement,
signed by an authorized officer, and such Servicer Compliance Statement is attached as an exhibit to this Form 10-K.

 EXHIBIT INDEX

 3.1

 Articles
 of Organization of First National Funding LLC (incorporated by reference to registrants' registration statement filed on April
 18, 2002, file no. 333-86574-01)

 3.2

 Operating
 Agreement of First National Funding LLC, dated as of October 24, 2002 (incorporated by reference to registrants' Form 8-K filed
 on November 4, 2002, file no. 333-86574-01)

 4.1

 Amended and Restated Master Indenture, dated as of September 23, 2016, between First National Master Note Trust and U.S. Bank National
 Association (incorporated by reference from registrants' Form 8-K filed on September 28, 2016, file no. 333- 209738)

 4.2

 First
 Amendment to Second Amended and Restated Master Indenture, dated as of April 27, 2023, between First National Master Note Trust and
 U.S. Bank Trust Company, National Association, as indenture trustee (incorporated by reference from registrants' Form 8-K filed
 on April 27, 2023, file no. 333-1396730)

 4.3

 Amendment to Second Amended and Restated Master Indenture, dated as of September 22, 2023, between First National Master Note Trust
 and U.S. Bank Trust Company, National Association, as indenture trustee (incorporated by reference from registrants' Form 8-K
 filed on September 22, 2023, file no. 333-1396730)

 4.4

 Omnibus
 Instrument of Appointment and Acceptance of U.S. Bank National Association As Successor Indenture Trustee, dated as of June 18, 2013,
 among U.S. Bank National Association, The Bank of New York Mellon Trust Company, N.A. and First National Master Note Trust and acknowledged
 and accepted by First National Funding LLC and First National Bank of Omaha (incorporated by reference from registrants' Form
 S-3 filed on July 24, 2013, file no. 333-190096)

 4.5

 Form
 of Indenture Supplement, including form of Notes (incorporated by reference from registrants' Amendment No. 1 to Form SF-3
 filed on August 5, 2022, file no. 333- 265964)

 4.6

 Series
 2023-1 Indenture Supplement, dated as of April 27, 2023, between First National Master Note Trust and U.S. Bank Trust Company, National
 Association, as indenture trustee (incorporated by reference from registrants' Form 8-K filed on April 27, 2023, file no. 333-1396730)

 4.7

 Risk
 Retention Agreement, dated as of April 27, 2023, by and among First National Bank of Omaha, First National Funding LLC and First
 National Master Note Trust (incorporated by reference from registrants' Form 8-K filed on April 27, 2023, file no. 333-1396730)

 4.8

 Series
 2023-2 Indenture Supplement, dated as of September 22, 2023, between First National Master Note Trust and U.S. Bank Trust Company,
 National Association, as indenture trustee (incorporated by reference from registrants' Form 8-K filed on September 22, 2023,
 file no. 333-1396730)

 4.9

 Risk
 Retention Agreement, dated as of September 22, 2023, by and among First National Bank of Omaha, First National Funding LLC and First
 National Master Note Trust (incorporated by reference from registrants' Form 8-K filed on September 22, 2023, file no. 333-1396730)

 4.10

 Amended and Restated Transfer and Servicing Agreement, dated as of September 23, 2016, among First National Funding LLC, First National
 Bank of Omaha and First National Master Note Trust (incorporated by reference from registrants' Form 8-K filed on September
 28, 2016, file no. 333- 209738)

 4.11

 Amended and Restated Trust Agreement of First National Master Note Trust, dated as of September 23, 2016, between First National
 Funding LLC and Wilmington Trust Company (incorporated by reference from registrants' Form 8-K filed on September 28, 2016,
 file no. 333209738)

 4.12

 Amended and Restated Administration Agreement, dated as of September 23, 2016, between First National Master Note Trust and First
 National Bank of Omaha (incorporated by reference from registrants' Form 8-K filed on September 28, 2016, file no. 333- 209738)

 4.13

 Amended and Restated Receivables Purchase Agreement, dated as of September 23, 2016, between First National Bank of Omaha and First
 National Funding LLC (incorporated by reference from registrants' Form 8-K filed on September 28, 2016, file no. 333- 209738)

 4.14

 Asset
 Representations Review Agreement, dated as of September 23, 2016, among First National Bank of Omaha, First National Funding LLC,
 First National Master Note Trust and FTI Consulting, Inc. (incorporated by reference from registrants' Form 8-K filed on September
 28, 2016, file no. 333- 209738)

 31.1

 Certification
 pursuant to Rule 13a-14(d)/ 15d–14(d) of the Securities Exchange Act of 1934 (Section 302 Certification).

 33.1

 Report
 on Assessment of Compliance with Servicing Criteria (pursuant to Item 1122 of Regulation AB) concerning servicing activities of FNBO
 for the year ended December 31, 2023.

 33.2

 Report
 on Assessment of Compliance with Servicing Criteria (pursuant to Item 1122 of Regulation AB) concerning servicing activities of the
 Trustee for the year ended December 31, 2023.

 34.1

 Independent
 Registered Public Accounting Firm Attestation Report concerning servicing activities of FNBO for the year ended December 31, 2023.

 34.2

 Independent
 Registered Public Accounting Firm Attestation Report concerning servicing activities of the Trustee for the year ended December 31,
 2023.

 35.1

 Servicer
 Compliance Statement (pursuant to Item 1123 of Regulation AB) of FNBO for the year ended December 31, 2023.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Issuing Entity has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

 Dated: March 26, 2024

 FIRST NATIONAL MASTER NOTE TRUST

 By: First National Bank of Omaha,

 As Servicer of First National
 Master Note Trust

 By:
 /s/ Anthony R. Cerasoli

 Anthony R. Cerasoli,

 Senior Vice President and Treasurer

 SUPPLEMENTAL INFORMATION
TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.

 No annual report, proxy
statement, form of proxy or other proxy soliciting material has been sent to Noteholders during the period covered by this Annual Report
on Form 10-K and the registrant does not intend to furnish such materials to Noteholders subsequent to the filing of this report.


FORM 10-K

 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

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

 For the fiscal year ended December 31, 2023

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

 For the transition period from
 to

 333-233424-02

 (Commission File Number of Issuing Entity)

 Volkswagen Auto
Loan Enhanced Trust 2021-1

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

 Central Index Key Number of Issuing Entity: 0001878944

 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

 30-6681231

 (State or other jurisdiction of

 (I.R.S. Employer

 incorporation or organization of

 Identification No. of Registrant)

 Registrant)

 1950 Opportunity Way, Suite 1500

 20190

 Reston, 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

 None

 N/A

 None

 Securities
registered pursuant to Section 12(g) of the Securities Exchange Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

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 No

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. 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).

 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 filer:

 Smaller 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.

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

 If securities are registered pursuant to Section 12(b) of
the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 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 1

 Business.

 (B)
 Item 1A

 Risk Factors and Item 1C, Cybersecurity.

 (C)
 Item 2

 Properties.

 (D)
 Item 3

 Legal Proceedings.

 Item 1B. Unresolved Staff Comments.

 Item 4. Mine Safety Disclosures.

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

 (A)

 Item 5

 Market for Registrant's
 Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 (B)

 Item 6

 Selected Financial Data.

 (C)

 Item 7

 Management's Discussion and
 Analysis of Financial Condition and Results of Operations.

 (D)

 Item 7A

 Quantitative and Qualitative Disclosures
 About Market Risk.

 (E)

 Item 8

 Financial Statements and Supplementary Data.

 (F)

 Item 9

 Changes in and Disagreements with Accountants
 on Accounting and Financial Disclosure.

 (G)

 Item 9A

 Controls and Procedures.

 Item 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.

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

 (A)
 Item 10

 Directors, Executive Officers and Corporate Governance.

 (B)
 Item 11

 Executive Compensation.

 (C)

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 (D)
 Item 13

 Certain Relationships and Related Transactions, and Director Independence.

 (E)
 Item 14

 Principal Accountant Fees and Services.

 Item 15. 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.

 (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.

 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).

 Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other
Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).

 Item 1115(b) of Regulation AB. Certain Derivatives Instruments
(Financial Information).

 Item 1117 of Regulation AB. Legal Proceedings.

 VW Credit, Inc. ("VW Credit") and its affiliates are
parties to, or are periodically otherwise involved in, reviews, investigations, and proceedings (both formal and informal), and information
gathering requests by various federal, state and local government authorities.

 Since 2015, when the EPA issued Notices of Violation relating to irregularities
that had been discovered in the software installed in turbocharged direct injection (TDI) vehicles (the "Affected Vehicles"),
Volkswagen Aktiengesellschaft ("Volkswagen AG") and its affiliates (collectively, "Volkswagen Group Companies"),
including VW Credit, have been the subject of intense scrutiny, ongoing investigations (civil and criminal) and civil litigation relating
to Affected Vehicles in the United States, Germany and the rest of the world, including lawsuits by the EPA, the U.S. Department of Justice
and the attorneys general of numerous states, as well as several private civil lawsuits brought by owners and lessees of Affected Vehicles
and dealers. In addition, 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 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 and Volkswagen Group of America Inc.'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 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. On March 1, 2024,
Volkswagen Group of America Finance, LLC submitted to the SEC an executed consent to enter into a final judgment, without admitting or
denying the allegations of the SEC's amended complaint, which requires, among other things, payment in the amount of $48,750,000,
and approval by the Commissioners of the SEC and the court. If the court enters the final judgment, the SEC has agreed to file a stipulation
of dismissal with prejudice as to the remaining defendants, Volkswagen AG and Martin Winterkorn. The proposed final judgment, along with
the subsequently filed stipulation, would fully resolve the SEC's claims against all defendants in this lawsuit. Should the court
decline to enter the proposed final judgment, the parties agree that Volkswagen Group of America Finance, LLC's consent shall be
withdrawn, and that neither party will be bound to it.

 The Volkswagen Group Companies cannot predict the ultimate outcome
or timing of any resolution with the SEC, or the effect on their business, prospects, operating results and financial condition.

 From 2015 to 2023, the Volkswagen Group Companies recognized over 30
billion in expenses directly related to the diesel issue. Work in respect of the legal proceedings that are still pending in the United
States and the rest of the world is ongoing and is expected to continue for some time. Ongoing and potential further legal proceedings
related to the diesel issue could result in considerable further legal and other expenses.

 Indenture Trustee Litigation

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

 U.S. Bank N.A. and other large financial institutions have been sued
in their capacity as trustee or successor trustee for certain residential mortgage-backed securities ("RMBS") trusts. The complaints,
primarily filed by investors or investor groups against U.S. Bank N.A. and similar institutions, allege the trustees caused losses to
investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements
for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees' purported failures to enforce repurchase
obligations of mortgage loan sellers for alleged 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 N.A. 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 N.A. cannot
assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.

 On March 9, 2018, a law firm purporting to represent fifteen Delaware
statutory trusts (the "DSTs") that issued securities backed by student loans (the "Student Loans") filed a lawsuit
in the Delaware Court of Chancery against U.S. Bank N.A. in its capacities as indenture trustee and successor special servicer, and three
other institutions in their respective transaction capacities, with respect to the DSTs 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 DSTs have been harmed as a result
of purported misconduct or omissions by the defendants concerning administration of the trusts 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 N.A. concerning special servicing
that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.

 U.S. Bank N.A. 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 7, 2018,
the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020,
the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court
of Chancery concerning the DSTs and the Student Loans, which remains pending.

 U.S. Bank N.A. denies liability in the NCMSLT Action and believes it
has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with
the terms of the agreements governing the DSTs and that it has meritorious defenses. It has contested and intends to continue contesting
the 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 2021-1 (the "Issuing Entity")), Volkswagen Auto Lease/Loan
Underwritten Funding, LLC (the "Depositor"), U.S. Bank Trust Company, National 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 (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 31.1

 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 of VW Credit, Inc.

 Exhibit 33.2

 Report on Assessment of Compliance with the Servicing Criteria of U.S. Bank Trust Company, National Association.

 Exhibit 34.1

 Attestation Report on Assessment of Compliance with the Servicing Criteria of Baker Tilly US, LLP, on behalf of VW Credit, Inc.

 Exhibit 34.2

 Attestation Report on Assessment of Compliance with the Servicing Criteria of Ernst & Young LLP, on behalf of U.S. Bank Trust Company, National Association.

 Exhibit 35.1

 Annual Servicer Compliance Statement of the Servicer for the year ended December 31, 2023.

 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 27, 2024

 VOLKSWAGEN
 AUTO LOAN ENHANCED TRUST 2021-1

 By:

 VW Credit, Inc., as Servicer

 By:

 /s/ Garett Miles

 Garett Miles

 Head of Securitization and Assistant Treasurer

 (senior officer in charge of the servicing function)


FORM 10-K

 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

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

 For the fiscal year ended December 31, 2023

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

 For the transition period from
 to

 333-249906-02

 (Commission File Number
of Issuing Entity)

 Volkswagen
Auto Lease Trust 2022-A

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

 Central Index Key Number
of Issuing Entity: 0001916379

 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

 88-6177185

 (State or other jurisdiction of

 (I.R.S. Employer

 incorporation or organization of Registrant)

 Identification No.

 of Registrant)

 1950 Opportunity Way, Suite 1500

 20190

 Reston, 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

 None

 N/A

 None

 Securities
registered pursuant to Section 12(g) of the Securities Exchange Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

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 No

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. 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).

 Yes No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, o 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 filer:

 Smaller 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.

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

 If securities are registered pursuant to Section 12(b) of
the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 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 1

 Business.

 (B)
 Item 1A

 Risk Factors and Item 1C, Cybersecurity.

 (C)
 Item 2

 Properties.

 (D)
 Item 3

 Legal Proceedings.

 Item 1B.

 Unresolved Staff Comments.

 Item 4.

 Mine Safety Disclosures.

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

 (A) Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 (B) Item 6

 Selected Financial Data.

 (C) Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 (D) Item 7A

 Quantitative and Qualitative Disclosures About Market Risk.

 (E) Item 8

 Financial Statements and Supplementary Data.

 (F) Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 (G) Item 9A

 Controls and Procedures.

 Item 9B.

 Other Information.

 None.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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

 (A) Item 10

 Directors, Executive Officers and Corporate Governance.

 (B) Item 11

 Executive Compensation.

 (C) Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related

 Stockholder Matters.

 (D) Item 13

 Certain Relationships and Related Transactions, and Director Independence.

 (E) Item 14

 Principal Accountant Fees and Services.

 Item 15.

 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.

 (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.

 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).

 Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other
Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).

 Item 1115(b) of Regulation AB. Certain Derivatives Instruments
(Financial Information).

 Item 1117 of Regulation AB. Legal Proceedings.

 VW Credit, Inc. ("VW Credit") and its affiliates are
parties to, or are periodically otherwise involved in, reviews, investigations, and proceedings (both formal and informal), and information
gathering requests by various federal, state and local government authorities.

 Since 2015, when the EPA issued Notices of Violation relating to irregularities
that had been discovered in the software installed in turbocharged direct injection (TDI) vehicles (the "Affected Vehicles"),
Volkswagen Aktiengesellschaft ("Volkswagen AG") and its affiliates (collectively, "Volkswagen Group Companies"),
including VW Credit, have been the subject of intense scrutiny, ongoing investigations (civil and criminal) and civil litigation relating
to Affected Vehicles in the United States, Germany and the rest of the world, including lawsuits by the EPA, the U.S. Department of Justice
and the attorneys general of numerous states, as well as several private civil lawsuits brought by owners and lessees of Affected Vehicles
and dealers. In addition, 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 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 and Volkswagen Group of America Inc.'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 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. On March 1,
2024, Volkswagen Group of America Finance, LLC submitted to the SEC an executed consent to enter into a final judgment, without admitting
or denying the allegations of the SEC's amended complaint, which requires, among other things, payment in the amount of $48,750,000,
and approval by the Commissioners of the SEC and the court. If the court enters the final judgment, the SEC has agreed to file a stipulation
of dismissal with prejudice as to the remaining defendants, Volkswagen AG and Martin Winterkorn. The proposed final judgment, along with
the subsequently filed stipulation, would fully resolve the SEC's claims against all defendants in this lawsuit. Should the court
decline to enter the proposed final judgment, the parties agree that Volkswagen Group of America Finance, LLC's consent shall be
withdrawn, and that neither party will be bound to it.

 The Volkswagen Group Companies cannot predict the ultimate outcome
or timing of any resolution with the SEC, or the effect on their business, prospects, operating results and financial condition.

 From 2015 to 2023, the Volkswagen Group Companies recognized over
 30 billion in expenses directly related to the diesel issue. Work in respect of the legal proceedings that are still pending in
the United States and the rest of the world is ongoing and is expected to continue for some time. Ongoing and potential further legal
proceedings related to the diesel issue could result in considerable further legal and other expenses.

 UTI Trustee, SUBI Trustee and Administrative Trustee Litigation

 U.S.
Bank Trust Company, National Association, as the UTI Trustee, SUBI trustee and the Administrative Trustee has provided the following
information for inclusion in this report on Form 10-K:

 U.S. Bank N.A. and other large financial institutions have been sued
in their capacity as trustee or successor trustee for certain residential mortgage-backed securities ("RMBS") trusts. The complaints,
primarily filed by investors or investor groups against U.S. Bank N.A. and similar institutions, allege the trustees caused losses to
investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements
for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees' purported failures to enforce repurchase
obligations of mortgage loan sellers for alleged 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 N.A. 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 N.A. cannot
assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.

 On March 9, 2018, a law firm purporting to represent fifteen
Delaware statutory trusts (the "DSTs") that issued securities backed by student loans (the "Student Loans") filed
a lawsuit in the Delaware Court of Chancery against U.S. Bank N.A. in its capacities as indenture trustee and successor special servicer,
and three other institutions in their respective transaction capacities, with respect to the DSTs 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 DSTs have been harmed
as a result of purported misconduct or omissions by the defendants concerning administration of the trusts 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 N.A. concerning
special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.

 U.S. Bank N.A. 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 7, 2018,
the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020,
the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court
of Chancery concerning the DSTs and the Student Loans, which remains pending.

 U.S. Bank N.A. denies liability in the NCMSLT Action and believes
it has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with
the terms of the agreements governing the DSTs and that it has meritorious defenses. It has contested and intends to continue contesting
the plaintiffs' claims vigorously.

 Owner Trustee Litigation

 Deutsche Bank Trust Company Delaware, as the Owner Trustee, has provided
the following information for inclusion in this report on Form 10-K:

 Deutsche Bank Trust Company Americas ("DBTCA") and Deutsche
Bank National Trust Company ("DBNTC") have been sued by investors in civil litigation concerning their role as trustees of
certain residential mortgage-backed securities ("RMBS") trusts.

 On June 18, 2014, a group of investors, including funds managed
by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed an action against DBNTC and DBTCA in New York State Supreme Court
alleging that DBNTC and DBTCA failed to perform purported duties, as trustees for 544 private-label RMBS trusts, to enforce breaches
of representations and warranties as to mortgage loans held by the trusts and to enforce breaches by servicers of their mortgage loan
servicing obligations for the trusts. During the course of the litigation, plaintiffs dismissed the case from New York State Supreme
Court and refiled two separate cases, one in the U.S. District Court for 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.

 On September 27, 2017, DBTCA was added as a defendant to a case
brought by certain special purpose entities including Phoenix Light SF Limited 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 April 26, 2023, the United States Court of Appeals for the Second Circuit affirmed the
court's summary judgment order.

 On November 30, 2017, DBTCA was added as a defendant to a case
brought 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 50 of the trusts at issue. On November 30, 2017, Commerzbank
filed a second amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for 1 of the 50 trusts
at issue. DBNTC serves as trustee for the 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, in the second amended complaint, Commerzbank acknowledges that, before DBTCA was added to the case, the court dismissed
Commerzbank's TIA claims for the trusts governed by pooling and servicing agreements, as well as its Streit Act claims and claims
for breach of the covenant of 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 damages 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, jointly 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 Court of the State of New York, New York County, against DBNTC 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. After DBNTC and DBTCA
appealed the First Department's decision, on June 15, 2023, the New York Court of Appeals reversed the First Department's
decision in part, dismissing certain additional contract claims, as well as IKB's claims for breach of fiduciary duty and breach
of duty to avoid conflicts of interest. 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. On November 21, 2023, the parties
filed a stipulation, voluntarily dismissing with prejudice all claims as to three trusts, leaving 12 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, 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.

 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 Lease Trust 2022-A (the "Issuing Entity")), Volkswagen Auto Lease/Loan Underwritten
Funding, LLC (the "Depositor"), Citibank, N.A. (the "Indenture Trustee"), VW Credit Leasing, Ltd. (the "Origination
Trust"), Deutsche Bank Trust Company Delaware (the "Owner Trustee"), U.S. Bank Trust Company, 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"), 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.

 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 Entity's 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 Trust Company, 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.

 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 arm's 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 Trust Company, 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 investor's 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 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 31.1

 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 Citibank, N.A.

 Exhibit 34.1

 Attestation
 Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of Baker Tilly US, 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 Citibank, N.A.

 Exhibit 35.1

 Annual
 Servicer Compliance Statement of the Servicer for the year ended December 31, 2023.

 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 27, 2024

 VOLKSWAGEN AUTO LEASE TRUST 2022-A

 By:

 VW Credit, Inc., as Servicer

 By:

 /s/ Garett Miles

 Garett Miles

 Head of Securitization and Assistant Treasurer

 (senior officer in charge of the servicing function)


FORM 10-K

 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

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

 For the fiscal year ended December 31, 2023

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

 For the transition period from
 to

 333-269194-01

 (Commission File Number of Issuing Entity)

 Volkswagen Auto
Loan Enhanced Trust 2023-1

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

 Central Index Key Number of Issuing Entity: 0001976946

 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

 35-7370702

 (State or other jurisdiction of

 (I.R.S. Employer

 incorporation or organization of

Registrant)

 Identification No. of Registrant)

 1950 Opportunity Way, Suite 1500

 20190

 Reston, 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

 None

 N/A

 None

 Securities
registered pursuant to Section 12(g) of the Securities Exchange Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

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 No

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. 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).

 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
filer:

 Smaller 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.

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

 If securities are registered pursuant to Section 12(b) of
the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 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 1

 Business.

 (B)
 Item 1A

 Risk Factors and Item 1C, Cybersecurity.

 (C)
 Item 2

 Properties.

 (D)
 Item 3

 Legal Proceedings.

 Item 1B. Unresolved Staff Comments.

 Item 4. Mine Safety Disclosures.

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

 (A)

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 (B)

 Item 6

 Selected Financial Data.

 (C)

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 (D)

 Item 7A

 Quantitative and Qualitative Disclosures About Market Risk.

 (E)

 Item 8

 Financial Statements and Supplementary Data.

 (F)

 Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 (G)

 Item 9A

 Controls and Procedures.

 Item 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.

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

 (A)
 Item 10

 Directors, Executive Officers and Corporate Governance.

 (B)
 Item 11

 Executive Compensation.

 (C)

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 (D)
 Item 13

 Certain Relationships and Related Transactions, and Director Independence.

 (E)
 Item 14

 Principal Accountant Fees and Services.

 Item 15. 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.

 (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.

 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).

 Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other
Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).

 Item 1115(b) of Regulation AB. Certain Derivatives Instruments
(Financial Information).

 Item 1117 of Regulation AB. Legal Proceedings.

 VW Credit, Inc. ("VW Credit") and its affiliates are
parties to, or are periodically otherwise involved in, reviews, investigations, and proceedings (both formal and informal), and information
gathering requests by various federal, state and local government authorities.

 Since 2015, when the EPA issued Notices of Violation relating to irregularities
that had been discovered in the software installed in turbocharged direct injection (TDI) vehicles (the "Affected Vehicles"),
Volkswagen Aktiengesellschaft ("Volkswagen AG") and its affiliates (collectively, "Volkswagen Group Companies"),
including VW Credit, have been the subject of intense scrutiny, ongoing investigations (civil and criminal) and civil litigation relating
to Affected Vehicles in the United States, Germany and the rest of the world, including lawsuits by the EPA, the U.S. Department of Justice
and the attorneys general of numerous states, as well as several private civil lawsuits brought by owners and lessees of Affected Vehicles
and dealers. In addition, 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 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 and Volkswagen Group of America Inc.'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 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. On March 1, 2024,
Volkswagen Group of America Finance, LLC submitted to the SEC an executed consent to enter into a final judgment, without admitting or
denying the allegations of the SEC's amended complaint, which requires, among other things, payment in the amount of $48,750,000,
and approval by the Commissioners of the SEC and the court. If the court enters the final judgment, the SEC has agreed to file a stipulation
of dismissal with prejudice as to the remaining defendants, Volkswagen AG and Martin Winterkorn. The proposed final judgment, along with
the subsequently filed stipulation, would fully resolve the SEC's claims against all defendants in this lawsuit. Should the court
decline to enter the proposed final judgment, the parties agree that Volkswagen Group of America Finance, LLC's consent shall be
withdrawn, and that neither party will be bound to it.

 The Volkswagen Group Companies cannot predict the ultimate outcome
or timing of any resolution with the SEC, or the effect on their business, prospects, operating results and financial condition.

 From 2015 to 2023, the Volkswagen Group Companies recognized over 30
billion in expenses directly related to the diesel issue. Work in respect of the legal proceedings that are still pending in the United
States and the rest of the world is ongoing and is expected to continue for some time. Ongoing and potential further legal proceedings
related to the diesel issue could result in considerable further legal and other expenses.

 Indenture Trustee Litigation

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

 U.S. Bank N.A. and other large financial institutions have been sued
in their capacity as trustee or successor trustee for certain residential mortgage-backed securities ("RMBS") trusts. The complaints,
primarily filed by investors or investor groups against U.S. Bank N.A. and similar institutions, allege the trustees caused losses to
investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements
for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees' purported failures to enforce repurchase
obligations of mortgage loan sellers for alleged 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 N.A. 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 N.A. cannot
assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.

 On March 9, 2018, a law firm purporting to represent fifteen Delaware
statutory trusts (the "DSTs") that issued securities backed by student loans (the "Student Loans") filed a lawsuit
in the Delaware Court of Chancery against U.S. Bank N.A. in its capacities as indenture trustee and successor special servicer, and three
other institutions in their respective transaction capacities, with respect to the DSTs 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 DSTs have been harmed as a result
of purported misconduct or omissions by the defendants concerning administration of the trusts 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 N.A. concerning special servicing
that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.

 U.S. Bank N.A. 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 7, 2018,
the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020,
the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court
of Chancery concerning the DSTs and the Student Loans, which remains pending.

 U.S. Bank N.A. denies liability in the NCMSLT Action and believes it
has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with
the terms of the agreements governing the DSTs and that it has meritorious defenses. It has contested and intends to continue contesting
the 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 2023-1 (the "Issuing Entity")), Volkswagen Auto Lease/Loan
Underwritten Funding, LLC (the "Depositor"), U.S. Bank Trust Company, National 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 (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 31.1

 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 of VW Credit, Inc.

 Exhibit 33.2

 Report on Assessment of Compliance with the Servicing Criteria of U.S. Bank Trust Company, National Association.

 Exhibit 34.1

 Attestation Report on Assessment of Compliance with the Servicing Criteria of Baker Tilly US, LLP, on behalf of VW Credit, Inc.

 Exhibit 34.2

 Attestation Report on Assessment of Compliance with the Servicing Criteria of Ernst & Young LLP, on behalf of U.S. Bank Trust Company, National Association.

 Exhibit 35.1

 Annual Servicer Compliance Statement of the Servicer for the year ended December 31, 2023.

 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 27, 2024

 VOLKSWAGEN
 AUTO LOAN ENHANCED TRUST 2023-1

 By: VW Credit, Inc., as Servicer

 By:

 /s/ Garett Miles

 Garett Miles

Head of Securitization and Assistant Treasurer

 (senior officer in charge of the servicing function)