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**UNITEDSTATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K**

 

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**(Mark One)**
| **x** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934** |
|-------|-----------------------------------------------------------------------------------------|

**For the fiscal year ended:December 31, 2006**

**or**

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

**For Transition period                    **

** **

| **Commission File Number ofissuing entity:  333-130795-32**

**Washington Mutual MortgagePass-Through Certificates, WMALT Series 2006-8** |
|------------------------------------------------------------------------------------------------------------------------------------------------|

** **

**Commission File Number ofdepositor: 333-130975**

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**WAMU ASSET ACCEPTANCECORP.**

**(Exact name of depositor as specified inits charter)**

 

 

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**WASHINGTON MUTUAL MORTGAGESECURITIES CORP.**

**(Exact name of sponsor as specified inits charter)**

 

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|   |                                                                                        |
|--------|---------------------------------------------------------------------------------------------|
|   | **Delaware**                                                                                |
|   | **(State or other jurisdiction ofIncorporation**

**or organization of theissuing entity)** |
|   |
|   | **1301 Second Avenue, WMC 3501A Seattle, Washington  98101**                           |
|   | **(Address of principal executiveoffices**

**of issuingentity)**                           |
|   |
|   | **(206)500-4418**                                                                           |
|   | **(Telephone number,including area code)**                                                  |
|   |
|   | **51-0606377**                                                                              |
|   | **(I.R.S. EmployerIdentification No.)**                                                     |
|   |
|   | **N/A**                                                                                     |
|   | **(Former name, formeraddress, if changed since last report)**                              |

 

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Securities registeredpursuant to Section 12(b) of the Act: None

Securities Registeredpursuant to Section 12(g) of the Act: None

Indicate by check mark if theregistrant is a well-known seasoned issuer, as defined in Rule 405of the SecuritiesAct.    Yes   ̈    No   x

Indicate by check mark if theregistrant is not required to file reports pursuant toSection 13 or Section 15(d) of theAct.    Yes   ̈    No   x

Indicate by check markwhether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past90 days.    x  Yes      ̈  No

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part II of theForm 10-K or any amendment to this form10-K.     ̈  [Item 405of Regulation S-K is not applicable.]

Indicate by check markwhether the registrant is a large accelerated filer, an acceleratedfiler, or a non-accelerated filer. See definition of“accelerated filer and large accelerated filer” in Rule12b-2 of the Exchange Act. (Check one):

Large acceleratedfiler   ̈    Accelerated filer    ̈    Non-acceleratedfiler   x

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

Registrant has no voting ornon-voting common equity outstanding held bynon-affiliates.

 

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**PART I**

**The following Items havebeen omitted in accordance with General Instruction J to Form10–K:**

 

|          |         |                                                |
|---------------|--------------|-----------------------------------------------------|
| Item 1:  |    | Business.                                           |
| Item 1A: |    | RiskFactors.                                        |
| Item2:        |    | Properties.                                         |
| Item3:        |    | LegalProceedings.                                   |
| Item4:        |    | Submission of Matters to a Vote of SecurityHolders. |

**Item 1B. UnresolvedStaff Comments.**

Not Applicable.

**Substitute informationprovided in accordance with General Instruction J to Form10–K:**

** **

**Item 1112(b) ofRegulation AB. Significant Obligors of Pool Assets (FinancialInformation). **

 

No single obligor representsmore than 10% of the pool assets held by the Washington MutualMortgage Pass-Through Certificates, WMALT Series 2006-8 Trust (the“Trust”).

**Item 1114(b)(2) ofRegulation AB: Credit Enhancement and Other Support, Except forCertain Derivatives Instruments (Information Regarding SignificantEnhancement Providers: Financial Information). **

No entity or group ofaffiliated entities that provides (1) any external creditenhancement designed to ensure that the asset-backed securities orpool assets will pay in accordance with their terms, (2) anymechanisms to ensure that payments on the asset-backed securitiesare timely or (3) any derivatives whose primary purpose is toprovide credit enhancement related to pool assets or theasset-backed securities is either liable or contingently liable toprovide payments representing 10% or more of the cash flowsupporting any offered class of asset-backed securities of theTrust.

 **Item 1115(b) ofRegulation AB: Certain Derivatives Instruments (FinancialInformation). **

The “aggregatesignificance percentage” (as defined in Item 1115 ofRegulation AB) related to any entity or group of affiliatedentities providing derivative instruments that are used to alterthe payment characteristics of the cashflows from the Trust andwhose primary purpose is not to provide credit enhancement relatedto the pool assets or the asset-backed securities of the Trust doesnot equal or exceed 10%. 

**Item 1117 ofRegulation AB: Legal Proceedings. **

None. 

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**PART II**

**The following Items havebeen omitted in accordance with General Instruction J to Form10–K:**

 

|          |   |                                                                                                              |
|---------------|--------|-------------------------------------------------------------------------------------------------------------------|
| Item 5:  |   | Marketfor Registrant’s Common Equity, Related Stockholder Mattersand Issuer Purchases of Equity Securities. |
| Item 6:  |   | Selected Financial Data.                                                                                          |
| Item 7:  |   | Management’s Discussion and Analysisof Financial Condition and Results of Operations.                       |
| Item 7A: |   | Quantitative and Qualitative Disclosuresabout Market Risk.                                                        |
| Item 8:  |   | Financial Statements and SupplementaryData.                                                                       |
| Item 9:  |   | Changes in and Disagreements withAccountants on Accounting and Financial Disclosure.                              |
| Item 9A: |   | Controls and Procedures.                                                                                          |

 

**Item 9B: Other Information.**

None.

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**PART III**

**The following Items havebeen omitted in accordance with General Instruction J to Form10–K:**

 

|          |   |                                                                                          |
|---------------|--------|-----------------------------------------------------------------------------------------------|
| Item 10: |   | Directors and Executive Officers of theRegistrant.                                            |
| Item11:       |   | Executive Compensation.                                                                       |
| Item12:       |   | SecurityOwnership of Certain Beneficial Owners and Management and RelatedStockholder Matters. |
| Item13:       |   | CertainRelationships and Related Transactions.                                                |
| Item14:       |   | Principal Accountant Fees andServices.                                                        |

**Substitute informationprovided in accordance with General Instruction J to Form10–K:**

 

**Item 1119 ofRegulation AB: Affiliations and Certain Relationships and RelatedTransactions***.*

Pursuant to theInstructions to Item 1119 of Regulation AB, information required byItem 1119 has been omitted from this annual report on Form 10-Kbecause it is substantially the same information as has beenprovided previously in a prospectus timely filed pursuant to Rule424 of the General Rules and Regulations Promulgated under theSecurities Act of 1933 under the same Central Index Key (CIK) asthis annual report on Form 10-K.

**Item 1122 ofRegulation AB: Compliance with Applicable ServicingCriteria.**

WaMu AssetAcceptance Corp. (in its role as depositor), Washington Mutual Bank(in its role as servicer), Washington Mutual Mortgage SecuritiesCorp. (in its role as calculation agent)(“WMMSC”), Washington Mutual Bankfsb (in its role as custodian), LaSalle BankNational Association  (in its role as custodian) and AmericanSecurity Insurance Company and Standard Guaranty Insurance Company(in the role as hazard insurance servicer) (collectively, the“Servicing Parties”) have each been identified by theregistrant as parties participating in the servicing function withrespect to the asset pool held by the Trust. Each of the ServicingParties has completed a report on assessment of compliance with theservicing criteria applicable to it (each a “ServicingReport”), which Servicing Reports are attached as exhibits tothis Form 10-K.  Each of the Servicing Parties have providedan attestation report (each an “Attestation Report”) byone or more public accounting firms, which reports are alsoattached as exhibits to this Form 10-K.  None of the ServicingReports or Attestation Reports has identified any material instanceof noncompliance with the servicing criteria as applicable to therespective Servicing Party, except that, with respect toWMMSC and its compliance with Item 1122(d)(2)(vii)(B), two of twelve bank statement reconciliationsexamined were not prepared within 30 calendar days after the bankstatement cutoff date, but were prepared within 30 calendar daysafter month end, which was 32 calendar days after the bankstatement cutoff date.

 

**Item 1123 of Regulation AB: ServicerCompliance Statement.**

** **

Washington Mutual Bank (in its role as servicer)and WMMSC (in its role as calculation agent) have been identifiedby the registrant as servicers with respect to the asset pool heldby the Trust.  Each of Washington Mutual Bank and WMMSC hascompleted a statement of compliance with applicable servicingcriteria (each a “Compliance Statement”), in each casesigned by an authorized officer of Washington Mutual Bank andWMMSC, respectively. The Compliance Statements are attached asexhibits to this Form 10-K.** ** None of the ComplianceStatements has identified any material instance of noncompliancewith the respective servicer’s obligation under theapplicable servicing agreement.

** **

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**PART IV**

**Item 15. Exhibits,Financial Statement Schedules.**

 
|   | (a)(1) | NotApplicable. |
|--------|--------|----------------|

 
|   | (a)(2) | NotApplicable. |
|--------|--------|----------------|

 
|   | (a)(3) | NotApplicable. |
|--------|--------|----------------|

 
|   | (b) | Exhibits |
|--------|-----|----------|

 

 
| **Exhibit No.** | **  Exhibit Description**                                                                                                                                                                                                   |
|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                                                                                                                             |
| 4.1             | Poolingand Servicing Agreement (incorporated herein by reference fromExhibit 4.1 to the Form 8-K filed by the issuing entity on October13, 2006).                                                                                |   |
| 4.2             | MortgageLoan Purchase Agreement (incorporated herein by reference fromExhibit 4.7 to the Form S-3 filed by WaMu Asset Acceptance Corp. onDecember 12, 2005 with respect to Registration Statement No.333-130795).                |   |
| 4.3             | Amendedand Restated Administrative Agent Agreement (incorporated herein byreference from Exhibit 4.9 to the Form 8-K filed by WaMu AssetAcceptance Corp. on March 6, 2006 with respect to RegistrationStatement No. 333-130795). |   |
| 31              | Certification of Thomas G. Lehmann pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                     |   |
| 33.1            | Reporton Assessment of Compliance with Servicing Criteria for WaMu AssetAcceptance Corp.                                                                                                                                         |   |
| 33.2            | Reporton Assessment of Compliance with Servicing Criteria for WashingtonMutual Bank.                                                                                                                                             |   |
| 33.3            | Reporton Assessment of Compliance with Servicing Criteria by WashingtonMutual Mortgage Securities Corp.                                                                                                                          |   |
| 33.4            | Reporton Assessment of Compliance with Servicing Criteria for WashingtonMutual Bank fsb.                                                                                                                                         |   |
| 33.5            | Reporton Assessment of Compliance with Servicing Criteria for AmericanSecurity Insurance Company and Standard Guaranty InsuranceCompany.                                                                                         |   |
| 33.6            | Reporton Assessment of Compliance with Servicing Criteria for LaSalleBank National Association.                                                                                                                                  |   |
| 34.1            | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria for WaMu AssetAcceptance Corp.                                                                                                |   |
| 34.2            | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria by WashingtonMutual Bank.                                                                                                     |   |
| 34.3            | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria by WashingtonMutual Mortgage Securities Corp.                                                                                 |   |
| 34.4            | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria for WashingtonMutual Bank fsb.                                                                                                |   |
| 34.5            | Attestation Report of PriceWaterhouseCoopers onAssessment of Compliance with Servicing Criteria for AmericanSecurity Insurance Company and Standard Guaranty InsuranceCompany.                                                   |   |
| 34.6            | Attestation Report of Ernst & Young LLP onAssessment of Compliance with Servicing Criteria for LaSalle BankNational Association.                                                                                             |   |
| 35.1            | ServicerCompliance Statement of Washington Mutual Bank.                                                                                                                                                                          |   |
| 35.2            | ServicerCompliance Statement of Washington Mutual Mortgage SecuritiesCorp.                                                                                                                                                       |   |
| 99.1            | Certaininformation concerning the mortgage loans (incorporated herein byreference from Exhibit 99.1 to the Form 8-K filed by the issuingentity on September 27, 2006).                                                           |   |
| 99.2            | Excerptfrom Section 2 and Schedule III of the Term Sheet (incorporatedherein by reference from Exhibit 99.1 to the Form 8-K filed by theissuing entity on October 13, 2006).                                                     |   |
|                 |                                                                                                                                                                                                                                  |  |  |

** **

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**SIGNATURES**

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 

 

|                           |   |                |   |                        |
|--------------------------------|--------|---------------------|--------|-----------------------------|
| **WAMUASSET ACCEPTANCE CORP.** |
|                           |   |
|                           |   |                |
|                           |   | By:                 |   |  /s/ Thomas G. Lehmann |
|                           |   | Name:               |   |  Thomas G. Lehmann     |
|                           |   | Title:              |   |  President             |
|                           |   |
|                           |   | Date:March 15, 2007 |

 

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EXHIBIT INDEX

 

 
| **Exhibit No.** | **  Exhibit Description**                                                                                                                                                                                                   |
|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                                                                                                                             |
| 4.1             | Poolingand Servicing Agreement (incorporated herein by reference fromExhibit 4.1 to the Form 8-K filed by the issuing entity on October13, 2006).                                                                                |   |
| 4.2             | MortgageLoan Purchase Agreement (incorporated herein by reference fromExhibit 4.7 to the Form S-3 filed by WaMu Asset Acceptance Corp. onDecember 12, 2005 with respect to Registration Statement No.333-130795).                |   |
| 4.3             | Amendedand Restated Administrative Agent Agreement (incorporated herein byreference from Exhibit 4.9 to the Form 8-K filed by WaMu AssetAcceptance Corp. on March 6, 2006 with respect to RegistrationStatement No. 333-130795). |   |
| 31              | Certification of Thomas G. Lehmann pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                     |   |
| 33.1            | Reporton Assessment of Compliance with Servicing Criteria for WaMu AssetAcceptance Corp.                                                                                                                                         |   |
| 33.2            | Reporton Assessment of Compliance with Servicing Criteria for WashingtonMutual Bank.                                                                                                                                             |   |
| 33.3            | Reporton Assessment of Compliance with Servicing Criteria by WashingtonMutual Mortgage Securities Corp.                                                                                                                          |   |
| 33.4            | Reporton Assessment of Compliance with Servicing Criteria for WashingtonMutual Bank fsb.                                                                                                                                         |   |
| 33.5            | Reporton Assessment of Compliance with Servicing Criteria for AmericanSecurity Insurance Company and Standard Guaranty InsuranceCompany.                                                                                         |   |
| 33.6            | Reporton Assessment of Compliance with Servicing Criteria for LaSalleBank National Association.                                                                                                                                  |   |
| 34.1            | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria for WaMu AssetAcceptance Corp.                                                                                                |   |
| 34.2            | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria by WashingtonMutual Bank.                                                                                                     |   |
| 34.3            | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria by WashingtonMutual Mortgage Securities Corp.                                                                                 |   |
| 34.4            | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria for WashingtonMutual Bank fsb.                                                                                                |   |
| 34.5            | Attestation Report of PriceWaterhouseCoopers onAssessment of Compliance with Servicing Criteria for AmericanSecurity Insurance Company and Standard Guaranty InsuranceCompany.                                                   |   |
| 34.6            | Attestation Report of Ernst & Young LLP onAssessment of Compliance with Servicing Criteria for LaSalle BankNational Association.                                                                                             |   |
| 35.1            | ServicerCompliance Statement of Washington Mutual Bank.                                                                                                                                                                          |   |
| 35.2            | ServicerCompliance Statement of Washington Mutual Mortgage SecuritiesCorp.                                                                                                                                                       |   |
| 99.1            | Certaininformation concerning the mortgage loans (incorporated herein byreference from Exhibit 99.1 to the Form 8-K filed by the issuingentity on September 27, 2006).                                                           |   |
| 99.2            | Excerptfrom Section 2 and Schedule III of the Term Sheet (incorporatedherein by reference from Exhibit 99.1 to the Form 8-K filed by theissuing entity on October 13, 2006).                                                     |   |
|                 |                                                                                                                                                                                                                                  |  |  |