EX-99.1 2 brhc10046353_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

Independent Accountants’ Report on Applying Agreed-Upon Procedures
 
Mercedes-Benz Financial Services USA LLC (the “Company”)
MUFG Securities Americas Inc.
BofA Securities, Inc.
SG Americas Securities, LLC
(together, the “Specified Parties”)
 
Re: Mercedes-Benz Auto Receivables Trust 2023-1 – Data File Procedures
 
We have performed the procedures described below on the specified attributes in an electronic data file entitled “10312022_MBART 2023-1_Preliminary Pool_Data Tape_KPMG view.xlsx” provided by the Company on November 7, 2022 (the ”Data File”), containing information on 57,886 motor vehicle installment sales contracts and installment loans secured by new and pre-owned Mercedes-Benz and smart automobiles (the “Receivables”) as of October 31, 2022 (the ”Cutoff Date”), which we were informed are intended to be included as collateral in the offering by Mercedes-Benz Auto Receivables Trust 2023-1. The Company is responsible for the specified attributes identified by the Company in the Data File.
 
The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.
 
The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.
 
Unless otherwise stated, 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 within the reporting threshold.
 
The term “recomputed” means recalculated and compared the result 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 within the reporting threshold.
 
The term “reporting threshold” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively.
 
The term “Instructions” means the instructions provided by the Company pertaining to a procedure, attribute, or methodology, as described in Exhibit B.
 
The term “Retail Installment Sales Contract” means the original, photocopy, or facsimile of the legal document or documents, provided by the Company.
 
The term “ALFA” means the Company’s contract management system.
 


 
The term “ACE” means Automated Credit Evaluation, which is the Company’s system used to track credit scores related to its automobile receivables.
 
The term “eValidate” means the Company’s system for validating consumer contracts.
 
The term “VIPS2.0” means the Company’s system for vehicle, pricing, and subsidy data.
 
The term “Title Document” means a scanned image of the Certificate of Title, Application for Certificate of Title, Electronic Title Notification, Copy of Application, Positive Inquiry, Lien Statement, Notice of Security Interest Filing, Lien Perfection Card, Notice of Lien, or Lien Filing Acceptance.
 
The term “Receivable File” means any file containing some or all of the following documents provided by the Company: Retail Installment Sales Contract, Title Document, Modification Letter, Vehicle Invoice, and screenshots contained within ALFA, ACE, eValidate, and VIPS2.0. The Receivable File, maintained and furnished to us by the Company, was represented by the Company to be either the original Receivable File, a copy of the original Receivable File, and/or electronic records contained within ALFA, ACE, eValidate, and VIPS2.0. We make no representation regarding the validity or accuracy of these documents or the execution of the Retail Installment Sales Contract by the obligor.
 
The term “Provided Information” means the Instructions and Receivable File for each Sample Receivable.
 
The procedures we were instructed by the Company to perform and the associated findings are as follows:
 
A.
We randomly selected a sample of 100 Receivables from the Data File (the “Sample Receivables”). A listing of the Sample Receivables is attached hereto as Exhibit A. For purposes of this procedure, the Company did not inform us of the basis they used to determine the number of Receivables we were instructed to randomly select from the Data File.
 
B.
For each Sample Receivable, we compared or recomputed the specified attributes listed below to or using the corresponding information included in the Receivable File, utilizing the Instructions, as applicable. The Specified Parties indicated that the absence of any of the information in the Receivable File or the inability to agree the indicated information from the Data File to the Receivable File for each of the attributes identified, utilizing the Instructions, as applicable, constituted an exception. The Receivable File documents are listed in the order of priority.
 
Attributes
Receivable File/Instructions


Customer Account Number
ALFA


Origination Date
Retail Installment Sales Contract


Original Principal Balance
Retail Installment Sales Contract


Interest Rate
Retail Installment Sales Contract


Monthly Payment Amount
Retail Installment Sales Contract, ALFA


Original Maturity Date
ALFA


Current Maturity Date
ALFA


Number of Scheduled Payments
Retail Installment Sales Contract and Instructions


Vehicle Age Classification (Model Year)
Retail Installment Sales Contract



2


Attributes
Receivable File/Instructions


Obligor State
ALFA


Vehicle Identification Number (“VIN”)
Retail Installment Sales Contract


Next Payment Due Date
ALFA and Instructions


Current Principal Balance
ALFA


FICO Score
ACE and Instructions


New/Used
Retail Installment Sales Contract and eValidate screenshot


Loan Type (Simple Interest)
Retail Installment Sales Contract


Sold Code Indicator
ALFA and Instructions


Recovery Indicator
ALFA and Instructions


Vehicle Manufacturer
Retail Installment Sales Contract and Instructions


Vehicle Model
Retail Installment Sales Contract and Instructions


Original First Payment Date
Retail Installment Sales Contract, Modification Letter, ALFA, and Instructions


Payment Type
Retail Installment Sales Contract, ALFA


Vehicle Value
ALFA, ACE, or Vehicle Invoice


Co-obligor Present Indicator
ACE


Subvented
ALFA and Instructions


Interest Paid through Date
ALFA and Instructions


Payment to Income Ratio
ACE, Retail Installment Sales Contract, and Instructions


Current Delinquency Status
ALFA

C.
For each Sample Receivable, we observed the presence of the following in the Receivable File:
 

Credit Application. We were instructed by the Company to consider the presence of an “Application ID” field within ACE as confirmation that a Credit Application was received by the Company.
 

Title Document.
 

Legal Owner or Lien Holder. 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. For purposes of comparing Legal Owner or Lien Holder Name, the Company instructed us to consider variations due to spelling, abbreviation, or truncation of the full legal name to be acceptable, to the extent such variation refers to “Mercedes-Benz.”
 

Truth-in-Lending Disclosure Statement (within the Retail Installment Sale Contract).
 
3


We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. 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 in 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.
 
We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.
 
The procedures performed were applied based on the information included in the Data File and 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 information provided to us by the Company, (ii) the physical existence of the Receivables, (iii) the reliability or accuracy of the Provided Information which was 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 Receivables to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Receivables being securitized, (iii) the compliance of the originator of the Receivables with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the 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 the nationally recognized statistical rating organizations (“NRSROs”).
 
The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances 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 NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.
 
/s/KPMG LLP
 
Irvine, California
December 12, 2022

4

Exhibit A
The Sample Receivables

Sample
Receivable
Number
Receivable
Number*
Sample
Receivable
Number
Receivable
Number*
Sample
Receivable
Number
Receivable
Number*
1
1056
35
20775
69
42676
2
1189
36
21712
70
42739
3
1383
37
24094
71
43735
4
2010
38
24322
72
43807
5
2858
39
24473
73
44626
6
3313
40
24553
74
46092
7
3797
41
25460
75
46332
8
5258
42
26550
76
46566
9
5520
43
27564
77
46591
10
6340
44
27907
78
47031
11
6787
45
27966
79
47127
12
6965
46
29186
80
47274
13
7116
47
30218
81
47698
14
7389
48
31206
82
47950
15
7533
49
32324
83
48419
16
8046
50
34711
84
48447
17
8294
51
35034
85
48531
18
8506
52
35178
86
48697
19
8859
53
35215
87
49453
20
9300
54
35964
88
49548
21
9726
55
36114
89
50474
22
9753
56
36602
90
51473
23
11823
57
36829
91
52080
24
12759
58
37080
92
54786
25
12917
59
37297
93
55694
26
13533
60
38699
94
55839
27
13747
61
38940
95
56421
28
14640
62
40271
96
56478
29
15046
63
40319
97
56545
30
15690
64
40321
98
56634
31
19267
65
40349
99
57383
32
19467
66
41071
100
57587
33
19468
67
41294
   
34
20231
68
42507
   

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


Exhibit B
Instructions

 
Attribute
 
Instructions
 
Number of Scheduled Payments
 
In the event the Number of Scheduled Payments in the “PCD_NBR_SCHED_PMTS” field in the Data File did not agree to the Number of Scheduled Payments listed in the respective Retail Installment Sales Contract, subtract the number of payments waived as stated in ALFA from the Number of Scheduled Payments displayed on the Retail Installment Sales Contract. In the event the payment waivers indicated in ALFA included one payment waiver for the first month and one partial payment waiver for the second month, subtract one payment from the Number of Scheduled Payments displayed on the Retail Installment Sales Contract.
 
Next Payment Due Date
 
In the event the Next Payment Due Date in the “PCD_ACT_NEXT_SCHED_PMT_DATE” field in the Data File displayed a payment due date that is greater than the payment due date indicated in ALFA, we were informed by the Company that this was because of a prepayment made by the obligor. For such situation, we were provided by the Company with a screenshot of obligor’s payment history from ALFA to evidence such prepayment.
 
FICO Score
 
Compare the primary buyer’s FICO Score per ACE to the FICO Score in the “PCD_FICO_SCORE” field in the Data File. If the Retail Installment Sales Contract had a co-buyer listed and the primary buyer’s FICO Score in ACE was “NA,” utilize the FICO Score of the co-buyer on the Retail Installment Sales Contract to compare FICO Score in the “PCD_FICO_SCORE” field in the Data File.
 
Sold Code Indicator
 
Consider the Sample Receivable to be in agreement if the “Securitization Pool Number” field in the “Miscellaneous” screen in ALFA was not populated (i.e., blank) and the “PCD_SOLD_CODE” field in the Data File was blank.
 
Recovery Indicator
 
Consider the Sample Receivable to be “Live” if the term “Live Schedule” was next to the account number in ALFA.
 
Vehicle Manufacturer
 
Compare the Vehicle Manufacturer in the Retail Installment Sales Contract to the Vehicle Manufacturer listed in the “PCD_MAKE” field in the Data File. Consider variations due to spelling, abbreviation, or truncation of the full Vehicle Manufacturer to be acceptable, to the extent such variation refers to “Mercedes-Benz.”
In the event there was not an acceptable variation of the Vehicle Manufacturer in the Retail Installment Sales Contract, compare the vehicle make listed in the VIPS 2.0 to the Vehicle Manufacturer listed in the “PCD_MAKE” field in the Data File.
 
Vehicle Model
 
In the event the Vehicle Model in the “PCD_MODEL” field stated in the Data File did not agree with the Vehicle Model in the Retail Installment Sales Contract, compare the vehicle model listed in the VIPS2.0 to the Vehicle Model listed in the “PCD_MODEL” field in the Data File.


 
Attribute
 
Instructions
 
Original First Payment Date
 
In the event the Original First Payment Date in the “PCD_SCHED_FIRST_PMT_DATE” field stated in the Data File did not agree to the Original First Payment Date listed in the respective Retail Installment Sales Contract, Modification Letter, or ALFA, add the number of months waived as stated in ALFA to the Original First Payment Date in the Retail Installment Sales Contract or Modification Letter.
 
Subvented
 
Consider the Sample Receivable to be “Subvented” if the (i) “Subsidy Code” field was populated (i.e. not blank) in the “Miscellaneous” screen in ALFA, and (ii) an “Accounting Event – Expense Type” of “Manufact. Subsidy (rate/residual)” listed an amount greater than $0 in the “Other Payments” screen in ALFA.
 
Interest Paid through Date
 
In the event the Interest Paid Through Date in the “PCD_INT_PAID_THRU_DTE” field stated in the Data File did not agree with the Interest Paid through Date listed in the ALFA, compare the date of the last payment before the Cutoff Date in ALFA to the date in “PCD_INT_PAID_THRU_ DTE” field in the Data File.
 
Payment to Income Ratio
 
Recompute using the “Monthly Payment Amount” in the Retail Installment Sales Contract divided by the “Monthly Obligor Income” in ACE. In the event the “Co-obligor Present Indicator,” in ACE, was denoted with a “1,” we were instructed by the Company to sum the monthly income amount from the “Monthly Obligor Income” and “Monthly Co-obligor Income” in ACE.