EX-99.1 2 exhibit99-1.htm INDEPENDENT ACCOUNTANTS' REPORT ON APPLYING AGREED-UPON PROCEDURES
Exhibit 99.1

 
 
 
KPMG LLP
1676 International Drive
McLean, VA 22102

 
 
Independent Accountants’ Report on Applying Agreed-Upon Procedures


BMW Financial Services NA, LLC (the “Company”)
Credit Suisse Securities (USA) LLC
(together, the “Specified Parties”)

Re: BMW Vehicle Lease Trust 2016-2, Asset-Backed Notes (the “Notes”)

We have performed the procedures described below, which were agreed to by the Specified Parties, solely to assist the Specified Parties with certain information pertaining to the portfolio of automobile retail leases which we were informed are intended to be included as collateral in the offering of BMW Vehicle Lease Trust 2016-2, Asset-Backed Notes. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

Unless otherwise noted, the following definitions have been adopted in presenting our procedures and findings:

· The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were attributable to rounding.
· The term “recomputed” means recalculated and compared the results to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were attributable to rounding.
· The term “Lease File Procedures Cutoff Date” means July 31, 2016.
· The term “Title Documents” means the Certificate of Title, Application for Title, Lien Statement, Electronic Title Document, or Title Request Form.
· The term “Company’s Database System” means the Company’s Customer Express, Funding, and LoanCenter systems.
· The term “Source Documents” means the Motor Vehicle Lease Agreement, Modification Letter, Customer’s Billing Statement, Title Documents, Title Request Form, Company’s Customer Express System, Company’s Funding System, Company’s LoanCenter System, ALG Files, and ALG Residual File provided by the Company.
· The term “Data File” means the electronic data file containing information related to 36,426 automobile retail leases as of the Lease File Procedures Cutoff Date provided by the Company on August 10, 2016.
· The term “ALG” means the Automotive Lease Guide.
· The term “ALG Files” means the electronic data files containing information from the ALG Website provided by the Company as of the Lease File Procedures Cutoff Date.



 
KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (“KPMG International”), a Swiss entity.
 


BMW Vehicle Lease Trust 2016-2, Asset-Backed Notes
September 7, 2016
Page 2


· The term “ALG Residual File” means the electronic data file containing the ALG Residual Amounts from ALG provided by the Company as of the Lease File Procedures Cutoff Date.
· The term “Lease File Procedures ALG Residual Amount” means the ALG Residual Amount derived from the ALG Residual File provided by the Company as of the Lease File Procedures Cutoff Date.
· The term “Company Provided Information” means the Source Documents, Data File, ALG Files, and ALG Residual File.
The Company is responsible for the Data File.

A. We were instructed by the Company to randomly select 100 automobile retail leases from the Data File (the “Selected Leases”) as listed in Exhibit A, attached hereto. We provided a list of the Selected Leases to the Specified Parties. For the purpose of this procedure, the Company did not inform us as to the basis for how they selected the number of automobile retail leases that we were instructed to randomly select from the Data File.

B. At the request of the Specified Parties, for each Selected Lease, we compared the attributes listed below to the corresponding information appearing on or derived from a copy of the Source Documents. Where more than one Source Document is listed, we compared the Source Documents in the order listed below until such attribute was agreed.
 
Attribute
Source Document(s)
Lease Number
Company’s Customer Express System
First Payment Date
Motor Vehicle Lease Agreement
Monthly Base Payment Amount
Motor Vehicle Lease Agreement or the Modification Letter
Original Term to Maturity
Motor Vehicle Lease Agreement
Maturity Date
Motor Vehicle Lease Agreement or the Customer’s Billing Statement
For purposes of comparing the Maturity Date, we were instructed by the Company to deem the Maturity Date to be in agreement if the difference was not greater than 1 day.
State of Registration
Certificate of Title, Application for Title, Lien Statement, Electronic Title Document or Title Request Form
Vehicle Identification Number
Motor Vehicle Lease Agreement
Vehicle Model Year
Motor Vehicle Lease Agreement
Adjusted Manufacturer’s Suggested Retail Price
Motor Vehicle Lease Agreement or the Company’s Funding System
FICO Credit Score
Company’s Funding or LoanCenter Systems
Adjusted Capitalized Cost  We recomputed the Adjusted Capital Cost as the difference between the Gross Capitalized Cost and the

BMW Vehicle Lease Trust 2016-2, Asset-Backed Notes
September 7, 2016
Page 3
 
Attribute
Source Document(s)
 
Capital Cost Reduction as set forth in the Motor Vehicle Lease Agreement.
Remaining Term to Maturity
We recomputed the Remaining Term to Maturity using the First Payment Date and the Original Term to Maturity contained in the Motor Vehicle Lease Agreement.
Days Past Due
 
 
We recomputed the Days Past Due as follows:
(i)
if the paid through date set forth in the Companys Database System was prior to the Lease File Procedures Cutoff Date, we recomputed the number of days past due as the number of days between the Lease File Procedures Cutoff Date and the due date set forth in the Companys Database System and
(ii)
if the paid through date set forth in the Companys Database System was on or after the Lease File Procedures Cutoff Date, we were instructed by the Company to assume the number of days past due was zero.
ALG Residual Amount
     
We recomputed the ALG Residual Amount as the lesser of:
(i)
the ALG Residual Amount at Inception (defined below) and
(ii)
the Lease File Procedures ALG Residual Amount.
The “ALG Residual Amount at Inception” is equal to the product of:
(i)
the adjusted manufacturer's suggested retail price, and
(ii)
the sum of:
(a) the ALG percentage, and
(b) the mileage adjustment percentage (using the amounts from the ALG Files for items (ii)(a) and (ii)(b) and the instructions below).
 
As instructed by the Company, the mileage adjustment percentage was the mileage at inception adjustment percentage (the “Inception Adjustment Percentage”) or the mileage allowance adjustment percentage (the “Mileage Allowance Adjustment Percentage”) whereby:
 

BMW Vehicle Lease Trust 2016-2, Asset-Backed Notes
September 7, 2016
Page 4
 
Attribute
Source Document(s)
    
(i)
if the mileage on the odometer disclosure statement was greater than or equal to 500 miles, utilize the Inception Adjustment Percentage, and
(ii)
if the mileage on the odometer disclosure statement was less than 500 miles, utilize the Mileage Allowance Adjustment Percentage.
For purposes of this procedure, the Company instructed us to deem the ALG Residual Amount to be in agreement if the difference was not greater than $0.01.
Certificate of Title
Title Documents

We found the information listed above regarding the Selected Leases to be in agreement with the corresponding information in the respective Source Documents.

C. We observed the Title Documents in each of the customer files and found the Financial Services Vehicle Trust’s name as the owner of the vehicle on any of the observed Title Documents. We did not perform any procedures to determine if the Title Documents complied with the Company’s guidelines for preparation and we make no representation to the validity of the security interest.

D. We observed the original Motor Vehicle Lease Agreement and noted that each Lease Agreement was signed. We make no representation as to the authenticity of the signatures.

There were no conclusions that resulted from the procedures.

We were not engaged to, and did not, conduct an audit, examination or review, the objective of which would be the expression of an opinion or conclusion on the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

The procedures performed were applied based on the information indicated in the Company Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the methodologies, instructions or information provided to us by the Company, (ii) the physical existence of the automobile retail leases, (iii) the reliability or accuracy of the Company Provided Information, or data and documents furnished to us by the Company which were used in our procedures, or (iv) matters of legal interpretation.

The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the automobile retail leases to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such automobile retail leases being securitized, (iii) the compliance of the originator of the automobile retail leases with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the automobile retail leases that would be material to the likelihood that the issuer of the asset-backed security will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by a nationally recognized statistical rating organization (“NRSRO”).

BMW Vehicle Lease Trust 2016-2, Asset-Backed Notes
September 7, 2016
Page 5
 

The terms of our engagement are such that we have no obligation to update this report because of events and transactions that may subsequently occur.

This report is intended solely for the information and use of the BMW Financial Services NA, LLC and Credit Suisse Securities (USA) LLC. It is not intended to be and should not be used by any other person or entity, including investors and NRSROs, who are not identified in the report but who may have access to this report as required by law or regulation.
 
 
/s/ KPMG LLP
 
September 7, 2016


Exhibit A - Selected Leases

 
Selected Lease Number
Lease Number
Selected Lease Number
Lease Number
Selected Lease Number
Lease Number
1
*****08531
34
*****92510
67
*****48384
2
*****23868
35
*****93681
68
*****48491
3
*****44801
36
*****97049
69
*****52884
4
*****54084
37
*****16702
70
*****55615
5
*****61951
38
*****25968
71
*****61823
6
*****66785
39
*****31344
72
*****64973
7
*****83276
40
*****32228
73
*****71044
8
*****92440
41
*****32502
74
*****75658
9
*****93938
42
*****39038
75
*****79332
10
*****93961
43
*****39206
76
*****80148
11
*****23237
44
*****45813
77
*****81442
12
*****23247
45
*****54841
78
*****81909
13
*****61206
46
*****67105
79
*****84006
14
*****65615
47
*****69346
80
*****93499
15
*****68280
48
*****79975
81
*****94218
16
*****00231
49
*****82958
82
*****94789
17
*****07683
50
*****85265
83
*****00791
18
*****20500
51
*****93266
84
*****05504
19
*****37462
52
*****96478
85
*****10480
20
*****45870
53
*****99264
86
*****12711
21
*****68750
54
*****02243
87
*****15989
22
*****74584
55
*****07363
88
*****18945
23
*****96762
56
*****09281
89
*****21909
24
*****00697
57
*****10452
90
*****27613
25
*****03082
58
*****11764
91
*****28898
26
*****06155
59
*****12121
92
*****30572
27
*****09456
60
*****12145
93
*****32276
28
*****11411
61
*****19962
94
*****38596
29
*****23430
62
*****33231
95
*****41609
30
*****59353
63
*****34708
96
*****41871
31
*****64209
64
*****36059
97
*****44208
32
*****74949
65
*****40393
98
*****45451
33
*****89999
66
*****46525
99
*****45746
       
100
*****46905