EX-99.1 2 exhibit99-1.htm DISCLOSURES REQUIRED BY RULE 15GA-2
 
 
 
 

 
 
 
Exhibit 99.1


 
Independent Accountants’ Report on Applying Agreed-Upon Procedures
 
BMW Financial Services NA, LLC (the “Company”)
Barclays Capital Inc.
(together, the “Specified Parties”)
 
Re:            BMW Vehicle Lease Trust 2017-1, 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 2017-1, 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.
 
·
The term “recomputed” means recalculated and compared the results to the information shown and found it to be in agreement, unless otherwise stated.
 
·
The term “Cutoff Date” means January 31, 2017.
 
·
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 Systems” means the Company’s Customer Express, Funding, Loan Center, and Credit Flow systems.
 
·
The term “Source Documents” means the Motor Vehicle Lease Agreement, Modification Letter, Customer’s Billing Statement, Title Documents, Credit Application, Company’s Database Systems, ALG Files, ALG Residual File, and Residual Subvention File provided by the Company.
 
·
The term “Data File” means the electronic data file containing information related to 36,503 automobile retail leases as of the Cutoff Date provided by the Company on February 2, 2017.
 
·
The term “XML Data File” means the electronic data file containing information related to 36,503 automobile retail leases as of the Cutoff Date provided by the Company on February 6, 2017.
 
·
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 Cutoff Date.
 
·
The term “ALG Residual File” means the electronic data file containing the ALG Residual Amounts from ALG provided by the Company as of the Cutoff Date.
 
 

 

 
·
The term “ALG Residual Value” means the ALG Residual Amount derived from the ALG Residual File provided by the Company as of the Cutoff Date.
 
·
The term “Residual Subvention File” means the electronic file containing residual subvention information provided by the Company.
 
·
The term "Company Provided Information" means the Source Documents, Data File, XML Data File, ALG Files, ALG Residual File, and Residual Subvention File.

The Company is responsible for the Data File and XML Data File.

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. 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.

I.
Data File
 
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)
 
 
First Payment Date
Motor Vehicle Lease Agreement
 
 
Monthly Base Payment Amount
Motor Vehicle Lease Agreement or Modification Letter
 
 
Original Term to Maturity
Motor Vehicle Lease Agreement
 
 
Maturity Date
Motor Vehicle Lease Agreement or 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, Credit Application, or  Company’s Funding System
 
 
FICO Credit Score
Company’s Funding, Loan Center, or Credit Flow Systems
 
 
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 and the Cutoff Date.
Days Past Due
We recomputed the Days Past Due as follows:
 
 
2

Attribute
Source Document(s)
 
 
(i)                   if the paid through date set forth in the Company’s Database Systems was prior to the Cutoff Date, we recomputed the number of days past due as the number of days between the Cutoff Date and the due date set forth in the Company’s Database Systems and
 
(ii)                 if the paid through date set forth in the Company’s Database Systems was on or after the 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 ALG Residual Value.
 
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)).
 
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”).
 
The mileage adjustment percentage was equal to the following:
 
(i)        if the mileage on the odometer disclosure statement was greater than or equal to 500 miles, then the Inception Adjustment Percentage and
 
(ii)      if the mileage on the odometer disclosure statement was greater than or equal to 500 miles, then 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.
 
 

3



 
 
 
We found the information listed above regarding the Selected Leases to be in agreement with the corresponding information in the respective Source Documents noted above, except as noted in Exhibit B attached hereto.

A.
We observed the Title Documents in each of the customer files noting the Company’s security interest (lien) in the motor vehicle was Financial Services Vehicle Trust and named 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 regarding the validity of the security interest.

The Title Documents for Selected Lease Numbers 42 and 88 were not available.

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

II.
XML Data File
 
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
 
Origination Date
Motor Vehicle Lease Agreement
 
Acquisition Cost
Motor Vehicle Lease Agreement
 
Original Term to Maturity
Motor Vehicle Lease Agreement
 
Maturity Date
Motor Vehicle Lease Agreement or Customer’s Billing Statement
 
For purposes of comparing the Maturity Date, we were instructed by the Company to compare the month and year of the Maturity Date.
 
First Payment Date
Motor Vehicle Lease Agreement
 
For purposes of comparing the First Payment Date, we were instructed by the Company to compare the month and year of the First Payment Date.
 
Subvented (Yes/No)
Company’s Funding, Loan Center, or Credit Flow Systems
 
For the purposes of identifying if a lease was not subvented, we were instructed by the Company to perform the following procedure:
 
(i)                   Using the Company’s Funding System, if the rate type was either “New Standard” or “Used Standard,” the lease was not considered subvented.
 
For purposes of identifying if a lease was subvented, we were instructed by the Company to perform the following procedures:
 
 
 
4

 
 
Attribute
Source Document(s)
 
 
(i)                  Using the Company’s Funding System, if the rate type was “Sales Support,” the lease was considered subvented.
 
(ii)                 If the rate type was not “Sales Support,” we requested residual subvention information from the Company.  We compared the Residual Bill Rate from the Residual Subvention File to the Residual Rate from the Residual Subvention File.  If we found that the Residual Bill Rate did not match the Residual Rate, the lease was considered subvented.
 
 
Vehicle Model
Motor Vehicle Lease Agreement
 
Vehicle Model Year
Motor Vehicle Lease Agreement
 
Vehicle Type
Motor Vehicle Lease Agreement or Credit Application
 
Original Vehicle Value
Motor Vehicle Lease Agreement, Credit Application, or Company’s Funding System
 
ALG Residual Amount
We recomputed the ALG Residual Amount as the lesser of:
 
(i)                  the ALG Residual Amount at Inception and
 
(ii)                the ALG Residual Value.
 
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.
 
Contractual Residual Value
Motor Vehicle Lease Agreement
 
FICO Credit Score
Company’s Funding, Loan Center, or Credit Flow Systems
 
Co-lessee (Yes/No)
Motor Vehicle Lease Agreement or Credit Application
 
State of Registration
Certificate of Title, Application for Title, Lien Statement, Electronic Title Document or Title Request Form
 
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 and the Cutoff Date.
 
Monthly Base Payment Amount
Motor Vehicle Lease Agreement or the Modification Letter
 
Days Past Due
We recomputed the Days Past Due as follows:
 
(i)                   if the paid through date set forth in the Company’s Database Systems was prior to the Cutoff Date, we recomputed the number of days past due as the number of days between the Cutoff Date and the due date set forth in the Company’s Database Systems and
 
 
5

Attribute
Source Document(s)
 
 
(ii)                 if the paid through date set forth in the Company’s Database Systems was on or after the Cutoff Date, we were instructed by the Company to assume the number of days past due was zero.
 
 

We found the information listed above regarding the Selected Leases to be in agreement with the corresponding information in the respective Source Documents noted above, except as noted in Exhibit B attached hereto.

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 and the XML 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 and instructions provided by the Company, 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”).

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 Specified Parties. 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
 

March 1, 2017
 
6


 
 
 
Exhibit A - Selected Leases

 

Selected Lease Number
Lease Number
Selected Lease Number
Lease Number
Selected Lease Number
Lease Number
1
****523799
34
****192101
67
****566402
2
****516891
35
****968501
68
****542814
3
****056477
36
****409456
69
****535581
4
****273140
37
****106131
70
****457845
5
****477551
38
****574783
71
****580450
6
****497720
39
****082207
72
****580836
7
****429051
40
****198533
73
****478063
8
****509699
41
****580300
74
****316380
9
****519195
42
****487547
75
****476074
10
****582446
43
****457521
76
****510242
11
****548522
44
****961624
77
****511102
12
****130127
45
****553349
78
****224462
13
****160006
46
****537480
79
****564859
14
****529009
47
****499065
80
****504138
15
****929087
48
****939581
81
****345065
16
****573628
49
****479014
82
****553779
17
****315755
50
****479144
83
****511435
18
****096572
51
****506062
84
****538528
19
****404984
52
****380613
85
****486962
20
****423352
53
****357917
86
****576597
21
****493409
54
****521542
87
****456702
22
****198962
55
****358612
88
****557896
23
****536574
56
****509712
89
****453528
24
****203976
57
****298197
90
****371231
25
****325640
58
****358055
91
****491471
26
****456559
59
****493144
92
****430783
27
****117175
60
****515768
93
****092133
28
****561358
61
****506389
94
****580976
29
****471166
62
****507326
95
****918700
30
****518202
63
****383601
96
****442814
31
****000015
64
****547941
97
****035774
32
****528880
65
****453208
98
****060472
33
****358294
66
****526795
99
****113569
       
100
****422102

 

A-1


 
 
Exhibit B - Exceptions

 

Selected Lease Number
Lease Number
Attribute
Per Data Tape
Per Title Documents
42
****487547
State of Registration
Michigan
Information Not Available
88
****557896
State of Registration
Washington
Information Not Available
 


 
Selected Lease Number
Lease Number
Attribute
Per XML Data Tape
Per Title Documents
42
****487547
State of Registration
Michigan
Information Not Available
88
****557896
State of Registration
Washington
Information Not Available

 

 

B-1