EX-99.1 2 efc19-297_ex991.htm
EXHIBIT 99.1
  
KPMG LLP
Suite 700
20 Pacifica
Irvine, CA 92618-3391



 
Independent Accountants’ Report on Applying Agreed-Upon Procedures
 
Mercedes-Benz Financial Services USA LLC (the “Company”)
SG Americas Securities, LLC
Citigroup Global Markets Inc.
MUFG Securities Americas Inc.
(together, the “Specified Parties”)
Re: Daimler Trucks Retail Trust 2019-1 – Data Files Procedures
 
We have performed the procedures described below, which were agreed to by the Specified Parties, on the specified attributes identified by the Company in (i) an electronic data file entitled “01312019_DTRT 2019-1_Prel. Pool_KPMG.xls,” provided by the Company on February 11, 2019, containing certain information related to 13,993 commercial vehicle contracts as of January 31, 2019 (the “Contract Data File”), and (ii) an electronic data file entitled “01312019_DTRT 2019-1_Prel. Pool_Asset Data Tape_KPMG.xls,” provided by the Company on February 11, 2019, containing certain information related to 29,683 commercial vehicle receivables as of January 31, 2019 (the “Receivable Data File,” together with the Contract Data File, the “Data Files”), which we were informed are intended to be included as collateral in the offering of Daimler Trucks Retail Trust 2019-1. The Company is responsible for the specified attributes identified by the Company in the Data Files. 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 indicated, 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 noted. Such compared information was deemed to be in agreement if differences were within the materiality threshold.

The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise noted. Such recomputed information was deemed to be in agreement if differences were within the materiality threshold.

The term “materiality threshold” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively, unless otherwise stated.

The term “Commercial Vehicle Contract” means a contract related to one or more commercial vehicle receivables originated by dealers and assigned to the Company in connection with the purchase of new and pre-owned Mercedes-Benz and non-Mercedes-Benz vehicles by obligors.




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



The term “Sales Agreement” means the original, photocopy, or facsimile of the legal document or documents (i.e., installment sales contract, note and security agreement, commitment letter, or request for advance) related to a Commercial Vehicle Contract, provided by the Company. We make no representation regarding the execution of the Sales Agreement by the obligor.

The term “Commercial Vehicle Receivables” means the individual vehicle receivables included in a Commercial Vehicle Contract.

The term “Payment Schedule Addendum” means an addendum attached to the Sales Agreement containing obligor payment details.

The term “Property Schedule Addendum” means an addendum attached to the Sales Agreement containing a list of Commercial Vehicle Receivables associated with the Sales Agreement.

The term “ALFA” means the Company’s retail portfolio management system used to track and account for its Commercial Vehicle Receivables beginning June 1, 2014.

The term “Master Funding Agreement” means a blanket agreement that governs all Commercial Vehicle Contracts financed by an obligor.

The term “Payment Modification Agreement” means an agreement that contains updated payment terms of the Sales Agreement.

The term “Retail Dealer Transaction Summary” means documents provided by the dealer to the Company which include original principal balance, interest rate, and new/used classification for vehicles included in the Commercial Vehicle Contract.

The term “eCreditPro” means the Company’s system used to track credit applications related to its Commercial Vehicle Contracts.

The term “Title Document” means a scanned image of the Certificate of Title, Notice of Lien Application, Notice of Security Interest or Lien Filing, Notice of Recorded Lien, Notice of Lien Perfection, Lien Holders Release Forms, Vehicle Registration, Tax Commission, Electronic Title Copy, or Application for Title.

The term “Sources” refers collectively to the Sales Agreement, Payment Schedule Addendum, Property Schedule Addendum, ALFA, Master Funding Agreement, Payment Modification Agreement, Retail Dealer Transaction Summary, eCreditPro, and Title Document provided by the Company.

A.
We randomly selected 100 Commercial Vehicle Contracts from the Contract Data File (the “Selected Commercial Vehicle Contracts”), as listed in Exhibit A. For each Selected Commercial Vehicle Contract, we were instructed by the Company to haphazardly select one (1) Commercial Vehicle Receivable from the  Sales Agreement or the Property Schedule Addendum, resulting in 100 Commercial Vehicle Receivables (the “Selected Commercial Vehicle Receivables”), as listed in Exhibit B. For purposes of this procedure, the Company did not inform us as to the basis for how they determined the number of Commercial Vehicle Contracts that we were instructed to randomly select from the Contract Data File, and the number of Commercial Vehicle Receivables that we were instructed to haphazardly select from the Sales Agreement or the Property Schedule Addendum.

For each Selected Commercial Vehicle Contract, we were further instructed by the Company to compare the VIN numbers contained in the Sales Agreement or the Property Schedule Addendum to the “PCD_VIN” field in the Receivable Data File. We identified 328 Commercial Vehicle Receivables included in the Sales Agreement and the Property Schedule Addendums for the 100 Selected Commercial Vehicle Contracts. We observed that the 328 Commercial Vehicle Receivables were included in the Receivable Data File.
 

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B.
For each Selected Commercial Vehicle Contract and Selected Commercial Vehicle Receivable, we compared the specified attributes listed below contained in the Contract Data File or the Receivable Data File to the corresponding information appearing in the Sources. The Specified Parties indicated that the absence of any of the specified Sources or the inability to agree the indicated information from the Contract Data File or the Receivable Data File to the Sources for each of the attributes, utilizing instructions provided by the Company, as applicable, constituted an exception. The Sources are listed in the order of priority until such attribute was agreed.

Selected Commercial Vehicle Contracts
 
Attributes
Sources/Instructions
Customer Account Number
ALFA
Original Maturity Date
ALFA
Current Maturity Date
ALFA
Obligor State
ALFA
Next Payment Due Date
ALFA
Current Principal Balance
ALFA
Sold Code Indicator
ALFA
Customer Segment
ALFA and instructions provided by the Company described below
Balloon Amount
ALFA
Origination Date
Sales Agreement
Original Principal Balance
Sales Agreement
Interest Rate
Sales Agreement
Loan Type (Simple Interest)
Sales Agreement, Master Funding Agreement, and instructions provided by the Company described below
Monthly Payment Amount
Sales Agreement, Payment Schedule Addendum, Payment Modification Agreement
Number of Scheduled Payments
Sales Agreement,  Payment Schedule Addendum
First Payment Date
Sales Agreement, Payment Schedule Addendum, Payment Modification Agreement
Payment Frequency
Sales Agreement, Payment Schedule Addendum and instructions provided by the Company described below

For purposes of comparing Customer Segment, we were instructed by the Company to consider Selected Commercial Vehicle Contracts to be “Small Business,” “Fleet,” or “Pledgeline Business” if the Miscellaneous screen within ALFA indicated “Owner Operator or Small Fleet,” “Medium Fleet, Large Fleet, X-Large Fleet, or Mega Fleet,” or “Dealer Customer Leasing Company,” respectively.
 

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For purposes of comparing Loan Type (Simple Interest), we were informed by the Company that a value of “F” in the “PCD_INT_Type“ field in the Contract Data File indicated a simple interest contract. For such contracts, we were instructed by the Company to identify a notation of daily simple interest in the “Promise to Pay” or “Note and Security Agreement” section of the Sales Agreement.
 
For purposes of comparing Payment Frequency, we were informed by the Company that a value of “1” in the “PMT_FREQ” field in Contract Data File indicated monthly payment frequency.
 
Selected Commercial Vehicle Receivables
 
Attributes
Sources/Instructions
Recovery Indicator
  ALFA and instructions provided by the Company described below
Legal Owner or Lien Holder Name
Title Document and instructions provided by the Company described below
Vehicle Age Classification (Model Year)
Sales Agreement, Property Schedule Addendum, Title Document
Vehicle Identification Number (“VIN”)
Sales Agreement, Property Schedule Addendum, Title Document
New/Used
Sales Agreement, Property Schedule Addendum,  Retail Dealer Transaction Summary
Equipment Type
Sales Agreement, Property Schedule Addendum and instructions provided by the Company described below

For purposes of comparing Recovery Indicator, we were instructed by the Company to consider the Selected Commercial Vehicle Receivable to be “Live” if the term “Live Schedule” was next to the account number in ALFA. The Company informed us that a “Live” Recovery Indicator means the receivable is in active status.
 
For purposes of comparing Legal Owner or Lien Holder Name, we were instructed by the Company to observe that the Company’s name appeared in the Title Document as the Legal Owner or Lien Holder. The list of acceptable Legal Owner or Lien Holder names for the Company is attached hereto as Exhibit C. For Selected Commercial Vehicle Receivables #45, #52, #57, and #70, we observed that the Company was either (i) not the Legal Owner or Lien Holder, or (ii) not the sole Lien Holder on the Title Document. We were informed by the Company that these Selected Commercial Vehicle Receivables were approved not to list the Company as the Lien Holder or the sole Lien Holder due to state requirements or the Company’s agreement to list the obligor as joint Lien Holder. Therefore, these Selected Commercial Vehicle Receivables were not considered to be exceptions.
 
For purposes of comparing Equipment Type, we were instructed by the Company to consider the terms “Truck” and “Tractor” to be interchangeable in the Receivable Data File, Sales Agreement, and Property Schedule Addendum.
 
The information regarding the Selected Commercial Vehicle Contracts was found to be in agreement with respective information in the Sources. The information regarding the Selected Commercial Vehicle Receivables was also found to be in agreement with the respective information in the Sources, except as noted in Exhibit D.
 

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C.
For each Selected Commercial Vehicle Contract, we observed the presence of the following in the Sources:
Agreement to provide Insurance Coverage. We were instructed by the Company to observe whether the Sales Agreement contained a notation specifying the requirement for insurance coverage as of the Origination Date.

Signed Commercial Vehicle Contract. We make no representation regarding the authenticity of the signature(s) on each Sales Agreement.

Credit Application. We were instructed by the Company to observe the account was present within eCreditPro.

D.
For each Selected Commercial Vehicle Receivable, we observed the presence of the Title Document.

There were no conclusions that resulted from our procedures.
 
This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes identified by the Company in the Data Files. 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 Data Files, the Sources, and instructions provided by the Company, without verification or evaluation of such information or instructions by us; therefore, we express no opinion or any other form of assurance regarding (i) the physical existence of the Commercial Vehicle Contracts and the Commercial Vehicle Receivables, (ii) the reasonableness of the information and instructions provided by the Company, (iii) the reliability or accuracy of the Sources 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 Commercial Vehicle Contracts and the Commercial Vehicle Receivables to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such commercial vehicle receivables being securitized, (iii) the compliance of the originator of the Commercial Vehicle Contracts and the Commercial Vehicle Receivables with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Commercial Vehicle Contracts and the Commercial Vehicle Receivables 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 or the NRSRO’s, who are not identified in the report as Specified Parties but may have access to this report as required by law or regulation.
 
/s/ KPMG LLP
 
Irvine, CA
March 28, 2019

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Exhibit A
The Selected Commercial Vehicle Contracts
 

Selected 
Contract
Number
 
Contract
Number (*)
 
Selected
Contract
Number
 
Contract
Number (*)
 
Selected
Contract
Number
 
Contract
Number (*)
1
62
 
35
4769
 
69
9383
2
105
 
36
4869
 
70
9446
3
333
 
37
4936
 
71
9639
4
364
 
38
4964
 
72
10021
5
436
 
39
5167
 
73
10090
6
524
 
40
5213
 
74
10323
7
599
 
41
5309
 
75
10549
8
625
 
42
5320
 
76
10781
9
865
 
43
5328
 
77
10837
10
991
 
44
5857
 
78
11055
11
1000
 
45
5948
 
79
11109
12
1208
 
46
6328
 
80
11604
13
1370
 
47
6469
 
81
11748
14
1608
 
48
6499
 
82
11789
15
1697
 
49
6520
 
83
11813
16
1713
 
50
6634
 
84
11925
17
2035
 
51
6924
 
85
12045
18
2086
 
52
6932
 
86
12413
19
2165
 
53
7160
 
87
12647
20
2391
 
54
7334
 
88
12655
21
2721
 
55
7449
 
89
12673
22
2864
 
56
7534
 
90
12746
23
3595
 
57
7540
 
91
12786
24
3663
 
58
7746
 
92
13131
25
3752
 
59
7771
 
93
13220
26
3753
 
60
7815
 
94
13347
27
3805
 
61
8021
 
95
13570
28
3863
 
62
8054
 
96
13664
29
3871
 
63
8055
 
97
13671
30
3934
 
64
8099
 
98
13728
31
4065
 
65
8276
 
99
13767
32
4437
 
66
8862
 
100
13919
33
4458
 
67
8994
     
34
4500
 
68
9290
     

(*)  The Company has assigned a unique Contract Number to each Commercial Vehicle Contract in the Contract Data File. The Contract Numbers referred to in this Exhibit are not the Customer Account Numbers.



Exhibit B
The Selected Commercial Vehicle Receivables
 

Selected 
Receivable
Number
 
Receivable
Number (*)
 
Selected
Receivable
Number
 
Receivable
Number (*)
 
Selected
Receivable
Number
 
Receivable
Number (*)
1
132
 
35
10104
 
69
20172
2
244
 
36
10312
 
70
20273
3
762
 
37
10472
 
71
20574
4
814
 
38
10518
 
72
21573
5
963
 
39
11814
 
73
21660
6
1139
 
40
11912
 
74
22006
7
1272
 
41
12051
 
75
22443
8
1345
 
42
12088
 
76
22887
9
1860
 
43
12101
 
77
23025
10
2117
 
44
13312
 
78
23458
11
2129
 
45
13486
 
79
23555
12
2728
 
46
14193
 
80
24790
13
3049
 
47
14428
 
81
25111
14
3556
 
48
14487
 
82
25180
15
3756
 
49
14544
 
83
25228
16
3785
 
50
14701
 
84
25451
17
4513
 
51
15347
 
85
25688
18
4645
 
52
15368
 
86
26520
19
4785
 
53
16062
 
87
26954
20
5218
 
54
16457
 
88
26966
21
5878
 
55
16691
 
89
26993
22
6282
 
56
16796
 
90
27158
23
7982
 
57
16803
 
91
27231
24
8093
 
58
17130
 
92
27922
25
8272
 
59
17186
 
93
28120
26
8273
 
60
17352
 
94
28353
27
8381
 
61
17725
 
95
28821
28
8477
 
62
17781
 
96
29001
29
8494
 
63
17783
 
97
29021
30
8581
 
64
17837
 
98
29100
31
8767
 
65
18127
 
99
29204
32
9453
 
66
19337
 
100
29512
33
9488
 
67
19557
     
34
9580
 
68
20045
     

(*)  The Company has assigned a unique Receivable Number to each Commercial Vehicle Receivable in the Receivable Data File. The Receivable Numbers referred to in this Exhibit are not the Customer Account Numbers.




Exhibit C
Lien Holder Names

MERCEDES BENZ FINANCIAL SERVICES USA LLC
MERCEDES BENZ FINSERVUSA LLC
MERCEDES BENZ FIN SERV USA LLC
MERCEDES-BENZ FINANCIAL SERVICES USA LLC
MERCEDES-BENZ FINANCIAL SERVICES USA
MERCEDES BENZ FIN S USA LLC
MERCEDES BENZ FINANCIAL SERVICES USA
MERCEDES BENZ FINSERVUSALLC
MERCEDES-BENZ FINSER
MERCEDES-BENZ FINANCIAL SERVICES
MERCEDES-BENZ FINSERVUSALLC
MERCEDES BENZ FINANCIAL SERVICE USA LLC
MERCEDES BENZ FNCL SVC USA LLC
MERCEDES BENZ FINSVCSUSALLC
MERCEDES-BENZ FIANCIAL SERVICES U
MERCEDES-BENZ FIN SERV USA LLC
MERCEDESBENZ FIN SVC USA LLC
MERCEDES-BENZ FINANCIAL SERVICE USA LLC
MERCEDES BENZ FIN SERVUSA LLC
MERCEDES BENZ FINAN SERV USA LLC
MERCEDES BENZ FINANCIAL SERVICES US
MERCEDES-BENZ FINSERVUSA LLC
MERCEDES-BENZ FINCL SERV USA




Exhibit D
Exceptions
 
Selected
Receivable
Number
 
Receivable
Number
 
 
Attribute
 
 
Per Data Files
 
 
Per Sources
 
10
2117
Vehicle Identification Number
Redacted
Redacted
 
90
27158
Legal Owner or Lien Holder
N/A
Information not found
 
98
29100
Legal Owner or Lien Holder
N/A
Information not found