EX-99.1 2 ef20018087_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1


Independent Accountants’ Agreed-Upon Procedures Report

Mercedes-Benz Financial Services USA LLC (the “Company”)
Citigroup Global Markets Inc.
MUFG Securities Americas Inc.
SG Americas Securities, LLC
(together, the “Specified Parties”)
 
Re: Mercedes-Benz Auto Receivables Trust 2024-1 – Data File Procedures
 
We have performed the procedures described below on the specified attributes in an electronic data file entitled “MBART 2024-1_Data_Tape_KPMG_View_Prel_Pool.xlsx” provided by the Company on November 6, 2023 (the “Data File”), containing information on 33,667 motor vehicle installment sales contracts and installment loans secured by new and pre-owned Mercedes-Benz automobiles (the “Receivables”) as of October 31, 2023 (the “Cutoff Date”), which we were informed are intended to be included as collateral in the offering by Mercedes-Benz Auto Receivables Trust 2024-1. 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
     

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 14, 2023

4

Exhibit A
The Sample Receivables

Sample
Receivable
Number
Receivable
Number*
Sample 
Receivable
Number
Receivable
Number*
Sample
Receivable
Number
Receivable
Number*
1
116
35
12585
69
26076
2
927
36
12669
70
26100
3
1213
37
13915
71
26132
4
2034
38
14294
72
26223
5
2051
39
14492
73
26238
6
2133
40
14521
74
26469
7
2340
41
15036
75
26554
8
2563
42
15552
76
26977
9
4305
43
15629
77
26981
10
5018
44
15740
78
27160
11
5261
45
15952
79
27578
12
5282
46
16009
80
27644
13
5552
47
16216
81
27697
14
5576
48
16354
82
27972
15
6843
49
16818
83
28552
16
7034
50
17220
84
28569
17
7372
51
17438
85
29778
18
8369
52
17578
86
30261
19
8384
53
18336
87
30335
20
8429
54
19335
88
30539
21
8538
55
19403
89
30549
22
8675
56
19612
90
30581
23
9118
57
19795
91
30779
24
9139
58
20043
92
31044
25
9387
59
21334
93
31544
26
9489
60
21388
94
32021
27
9586
61
22128
95
32115
28
9824
62
22285
96
32206
29
10444
63
22299
97
32372
30
10621
64
22795
98
32633
31
10623
65
24527
99
33344
32
11169
66
24530
100
33614
33
12285
67
24950
   
34
12314
68
25310
   

(*)
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.