a305b2.htm

Registration No. 333-187614

_____________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

þ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

_______________________________________________________

CITIBANK, N.A.

(Exact name of trustee as specified in its charter)


A National Banking Association (Jurisdiction of incorporation or organization if not a U.S. national bank)	13-5266470 (I.R.S. Employer Identification Number)


399 Park Avenue, New York, New York	10043
(Address of principal executive offices)	(Zip Code)

Louis Piscitelli

Citibank, N.A., Agency & Trust

388 Greenwich Street

New York, New York 10013

(212) 816-5805

(Name, address and telephone number of agent for service)

BMW AUTO LEASING LLC

(Depositor of the Trusts described in the registration statement)

(Exact name of obligor as specified in its charter)

Delaware	22-2013053
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

300 Chestnut Ridge Road Woodcliff Lake, New Jersey	07677
(Address of principal executive offices)	(Zip Code)

Asset-Backed Notes

(Title of the indenture securities)

_____________________________________________________________________________

Item 1. General Information.

Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name Address

Comptroller of the Currency Washington, D.C.

Federal Reserve Bank of New York 33 Liberty Street, New York, NY

Federal Deposit Insurance Corporation Washington, D.C.

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

Item 3. - 15. Not Applicable.

Item 16. List of Exhibits.

List below all exhibits filed as a part of this Statement of Eligibility.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.

Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)

Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).

Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)

Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988)

Exhibit 5 - Not applicable.

Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)

Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2013 - attached)

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 4th day of April, 2014.

	CITIBANK, N.A. By: /s/ Louis Piscitelli Name: Louis Piscitelli Title: Vice President

Exhibit 7

CONSOLIDATED BALANCE SHEET

	Citigroup Inc . and Subsidiaries December 31,
In millions of dollars	2013			2012
Assets
Cash and due from banks (including segregated cash and other deposits)	$	29,885		$	36,453
Deposits with banks		169,005			102,134
Federal funds sold and securities borrowed or purchased under agreements to resell (including $141,481 and $160,589 as of December 31, 2013 and December 31, 2012, respectively, at fair value)		257,037			261,311
Brokerage receivables		25,674			22,490
Trading account assets (including $106,695 and $105,458 pledged to creditors at December 31, 2013 and December 31, 2012, respectively)		285,928			320,929
Investments (including $26,989 and $21,423 pledged to creditors at December 31, 2013 and December 31, 2012, respectively, and $291,216 and $294,463 as of December 31, 2013 and December 31, 2012, respectively, at fair value)		308,980			312,326
Loans, net of unearned income
Consumer (including $957 and $1,231 as of December 31, 2013 and December 31, 2012, respectively, at fair value)		393,831			408,671
Corporate (including $4,072 and $4,056 as of December 31, 2013 and December 31, 2012, respectively, at fair value)		271,641			246,793
Loans, net of unearned income	$	665,472		$	655,464
Allowance for loan losses		(19,648	)		(25,455	)
Total loans, net	$	645,824		$	630,009
Goodwill		25,009			25,673
Intangible assets (other than MSRs)		5,056			5,697
Mortgage servicing rights (MSRs)		2,718			1,942
Other assets (including $7,123 and $13,299 as of December 31, 2013 and December 31, 2012, respectively, at fair value)		125,266			145,660
Assets of discontinued operations held for sale		—			36
Total assets	$	1,880,382		$	1,864,660

The following table presents certain assets of consolidated variable interest entities (VIEs), which are included in the Consolidated Balance Sheet above. The assets in the table below include only those assets that can be used to settle obligations of consolidated VIEs on the following page and are in excess of those obligations. Additionally, the assets in the table below include third-party assets of consolidated VIEs only and exclude intercompany balances that eliminate

in consolidation.

	December 31,
In millions of dollars	2013			2012
Assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs
Cash and due from banks	$	360		$	498
Trading account assets		977			481
Investments		10,416			10,751
Loans, net of unearned income
Consumer (including $910 and $1,191 as of December 31, 2013 and December 31, 2012, respectively, at fair value)		63,493			93,936
Corporate (including $14 and $157 as of December 31, 2013 and December 31, 2012, respectively, at fair value)		31,919			23,684
Loans, net of unearned income	$	95,412		$	117,620
Allowance for loan losses		(3,502	)		(5,854	)
Total loans, net	$	91,910		$	111,766
Other assets		1,233			674
Total assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs	$	104,896		$	124,170

Statement continues on the next page.

CONSOLIDATED BALANCE SHEET

(Continued)

	Citigroup Inc . and Subsidiaries December 31,
In millions of dollars, except shares and per share amounts	2013			2012
Liabilities
Non-interest-bearing deposits in U.S. offices	$	128,399		$	129,657
Interest-bearing deposits in U.S. offices (including $988 and $889 as of December 31, 2013 and December 31, 2012, respectively, at fair value)		284,164			247,716
Non-interest-bearing deposits in offices outside the U.S.		69,406			65,024
Interest-bearing deposits in offices outside the U.S. (including $689 and $558 as of December 31, 2013 and December 31, 2012, respectively, at fair value)		486,304			488,163
Total deposits	$	968,273		$	930,560
Federal funds purchased and securities loaned or sold under agreements to repurchase (including $51,545 and $116,689 as of December 31, 2013 and December 31, 2012, respectively, at fair value)		203,512			211,236
Brokerage payables		53,707			57,013
Trading account liabilities		108,762			115,549
Short-term borrowings (including $3,692 and $818 as of December 31, 2013 and December 31, 2012, respectively, at fair value)		58,944			52,027
Long-term debt (including $26,877 and $29,764 as of December 31, 2013 and December 31, 2012, respectively, at fair value)		221,116			239,463
Other liabilities (including $2,011 and $2,910 as of December 31, 2013 and December 31, 2012, respectively, at fair value)		59,935			67,815
Liabilities of discontinued operations held for sale		—			—
Total liabilities	$	1,674,249		$	1,673,663
Stockholders’ equity
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: 269,520 as of December 31, 2013 and 102,038 as of December 31, 2012, at aggregate liquidation value	$	6,738		$	2,562
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: 3,062,098,976 as of December 31, 2013 and 3,043,153,204 as of December 31, 2012		31			30
Additional paid-in capital		107,193			106,391
Retained earnings		111,168			97,809
Treasury stock, at cost: December 31, 2013—32,856,062 shares and December 31, 2012—14,269,301 shares		(1,658	)		(847	)
Accumulated other comprehensive income (loss)		(19,133	)		(16,896	)
Total Citigroup stockholders’ equity	$	204,339		$	189,049
Noncontrolling interest		1,794			1,948
Total equity	$	206,133		$	190,997
Total liabilities and equity	$	1,880,382		$	1,864,660

The following table presents certain liabilities of consolidated VIEs, which are included in the Consolidated Balance Sheet above. The liabilities in the table below include third-party liabilities of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.

	December 31,
In millions of dollars	2013		2012
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup
Short-term borrowings	$	21,793	$	15,637
Long-term debt (including $909 and $1,330 as of December 31, 2013 and December 31, 2012, respectively, at fair value)		34,743		26,346
Other liabilities		999		1,224
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup	$	57,535	$	43,207

The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.