BMW FS Securities LLC
Depositor (CIK Number: 0001136586)
|
BMW Financial Services NA, LLC
Sponsor, Originator, Seller, Servicer and Administrator (CIK Number: 0001541188)
|
BMW Bank of North America
Originator and Seller |
• |
The issuing entity’s main sources for payment of the notes will be payments generated by a pool of retail installment sale contracts secured by BMW passenger cars, BMW light trucks, BMW motorcycles
and MINI passenger cars.
|
• |
See “Risk Factors” beginning on page 26 of this prospectus for a discussion of risks that you should consider in connection with an investment in the notes.
|
• |
The notes are asset backed securities and represent the obligations of the issuing entity only and do not represent the obligations of or an interest in the sponsor, the sellers, the originators, the
depositor or any of their affiliates. Neither the notes nor the receivables are insured or guaranteed by any government agency. Only the notes are being offered by this prospectus.
|
• |
Credit enhancement for the notes consists of excess interest on the receivables, overcollateralization, the reserve account and the yield supplement overcollateralization amount.
|
Notes
|
Initial Principal
Amount(2) |
Interest Rate
|
Accrual Method
|
Expected Final Payment Date(3)
|
Final Scheduled Payment Date
|
Initial Price
to Public
|
Underwriting
Discount |
Proceeds to Depositor(4)
|
Class A-1
|
$291,500,000
|
__%
|
Actual/360
|
January 25, 2024
|
July 25, 2024
|
____%
|
____%
|
____%
|
Class A-2a
|
$437,500,000
(aggregate)(5)
|
__%
|
30/360
|
January 27, 2025
|
April 27, 2026
|
____%
|
____%
|
____%
|
Class A-2b
|
Benchmark + __%(6)(7)
|
Actual/360
|
January 27, 2025
|
April 27, 2026
|
____%
|
____%
|
____%
|
|
Class A-3
|
$437,500,000
|
__%
|
30/360
|
November 25, 2026
|
February 25, 2028
|
____%
|
____%
|
____%
|
Class A-4
|
$83,500,000
|
__%
|
30/360
|
April 26, 2027
|
November 26, 2029
|
____%
|
____%
|
____%
|
Total
|
$1,250,000,000
|
$______
|
$_______
|
$_______
|
(1) |
The issuing entity will issue asset backed notes with an aggregate initial principal amount of $1,250,000,000 or $1,500,000,000.
|
(2) |
If the aggregate initial principal amount of the notes is $1,500,000,000, the following notes will be issued: $350,000,000 of Class A-1 Notes, $525,000,000 of aggregate initial principal amount of
Class A-2a Notes and Class A-2b Notes, $525,000,000 of Class A-3 Notes and $100,000,000 of Class A-4 Notes. BMW Financial Services NA, LLC will make the determination regarding the aggregate initial principal amount of the notes based on,
among other considerations, market conditions at the time of pricing. See “Risk Factors—Risks Primarily Related to the Nature of the Notes and the Structure of the Transaction—Risks associated with unknown
aggregate initial principal amount of the notes.” All or a portion of one or more classes of notes may be retained by the depositor or an affiliate of the depositor on the closing date.
|
(3) |
Based on the assumptions set forth under the heading “Weighted Average Lives of the Notes.”
|
(4) |
Before deducting expenses expected to be $750,000.
|
(5) |
The allocation of the initial principal amount between the Class A-2a Notes and the Class A-2b Notes will be determined on the day of pricing of the notes offered hereunder. If the aggregate initial
principal amount of the notes is $1,250,000,000, the depositor expects that the initial principal amount of the Class A-2b Notes will not exceed $218,750,000. If the aggregate initial principal amount of the notes is $1,500,000,000, the
depositor expects that the initial principal amount of the Class A-2b Notes will not exceed $262,500,000.
|
(6) |
The Class A-2b Notes will accrue interest at a floating rate based on a spread over a benchmark rate, which initially will be the SOFR Rate. However, the benchmark rate may change in certain
situations. For more information on how the SOFR Rate will be determined and the circumstances in which the benchmark rate may change, you should read “Description of the Notes—Interest” in this
prospectus.
|
(7) |
If the sum of the Benchmark plus the spread is less than 0.00% for any interest accrual period, then the interest rate for the Class A-2b Notes for such interest accrual period will be deemed to be
0.00%. For a description of how interest will be calculated on the Class A-2b Notes, see “Description of the Notes—Interest” in this prospectus.
|
TD Securities
|
MUFG
|
Wells Fargo Securities
|
Citigroup
|
US Bancorp
|
Important Notice About Information Presented in this Prospectus
|
1
|
Notice to Investors: United Kingdom
|
1
|
Notice to Investors: European Economic Area
|
2
|
Copies of the Documents
|
2
|
Summary of Transaction
|
3
|
Summary of Monthly Deposits to and Withdrawals from Accounts
|
4
|
Summary of Monthly Distributions of Available Amounts (Prior to an Acceleration of the Maturity of the Notes)
|
5
|
Summary of Terms
|
6
|
Summary of Risk Factors
|
24
|
Risk Factors
|
26
|
Defined Terms
|
45
|
The Issuing Entity
|
45
|
Capitalization of the Issuing Entity
|
47
|
The Depositor
|
47
|
The Sponsor, Originator, Seller, Administrator and Servicer
|
48
|
General
|
48
|
Securitization Experience
|
48
|
Origination
|
49
|
Electronic Contracts and Electronic Contracting
|
49
|
Servicing Experience
|
49
|
BMW Bank of North America
|
50
|
Credit Risk Retention
|
50
|
Repurchase Requests
|
53
|
Affiliations and Related Transactions
|
53
|
The Owner Trustee and the Indenture Trustee
|
54
|
Wilmington Trust, National Association
|
54
|
U.S. Bank Trust Company, National Association
|
54
|
The Owner Trustee and the Indenture Trustee
|
55
|
Asset Representations Reviewer
|
56
|
General
|
56
|
Fees and Expenses
|
57
|
Resignation and Removal
|
57
|
Indemnity and Liability
|
57
|
BMW FS’ and BMW Bank’s Financing Programs
|
58
|
General
|
58
|
Underwriting
|
58
|
Physical Damage and Liability Insurance
|
60
|
Certified Pre-Owned Program
|
60
|
Servicing
|
61
|
Assets of the Issuing Entity
|
61
|
The Receivables
|
62
|
General
|
62
|
Characteristics
|
63
|
Delinquencies, Repossessions and Loss Information
|
72
|
Static Pools
|
74
|
Asset-Level Data for the Receivables
|
74
|
Pool Underwriting
|
75
|
Review of Pool Assets
|
75
|
Description of the Notes
|
76
|
General
|
76
|
Interest
|
77
|
Principal
|
82
|
Damages Paid by the FDIC
|
84
|
Allocation of Losses
|
85
|
Indenture Events of Default; Change in Priority of Payments Following Acceleration
|
85
|
Repurchase Obligations
|
86
|
Asset Representations Review
|
86
|
Dispute Resolution for Repurchase Request
|
89
|
Notices
|
91
|
Governing Law
|
91
|
Definitive Securities
|
91
|
Book-Entry Registration
|
91
|
Payments on the Notes
|
95
|
Determination of Available Amounts
|
95
|
Payment of Distributable Amounts
|
97
|
The Certificates
|
98
|
Credit Enhancement
|
98
|
Reserve Account
|
98
|
Overcollateralization
|
99
|
Excess Interest
|
100
|
Yield Supplement Overcollateralization Amount
|
100
|
Maturity, Prepayment and Yield Considerations
|
100
|
Weighted Average Lives of the Notes
|
101
|
Note Factors
|
114
|
Use of Proceeds
|
114
|
Statements to Noteholders
|
114
|
Where You Can Find More Information About Your Notes
|
114
|
The Issuing Entity
|
114
|
The Depositor
|
114
|
Description of the Transfer and Servicing Agreements
|
115
|
Sale and Assignment of Receivables
|
115
|
Maintenance and Safekeeping of the Receivables
|
117
|
Accounts
|
118
|
Servicing Procedures
|
120
|
Collections
|
121
|
Advances
|
122
|
Permitted Deferments
|
122
|
Servicing Compensation
|
123
|
Net Deposits
|
123
|
Optional Purchase
|
123
|
Termination
|
124
|
Investor Communications
|
124
|
The Indenture
|
125
|
FDIC Rule Covenant
|
131
|
The Owner Trustee and the Indenture Trustee
|
132
|
Duties of the Owner Trustee and the Indenture Trustee
|
132
|
Fees and Expenses
|
133
|
Statements to Trustees and the Issuing Entity
|
134
|
Statements to Noteholders and Certificateholders
|
134
|
Evidence as to Compliance
|
135
|
Certain Matters Regarding the Servicer
|
136
|
Servicer Default
|
137
|
Rights Upon Servicer Default
|
137
|
Waiver of Past Defaults
|
138
|
Amendment
|
138
|
Removal of Servicer
|
139
|
Insolvency Event
|
140
|
Administration Agreement
|
140
|
Removal or Resignation of the Administrator
|
142
|
Notes Owned by the Depositor, the Servicer or Affiliates
|
142
|
Lists of Noteholders and Certificateholders
|
142
|
Certain Legal Aspects of the Receivables
|
142
|
General
|
142
|
Security Interests in Financed Vehicles
|
143
|
Repossession
|
145
|
Notice of Sale; Redemption Rights
|
145
|
Deficiency Judgments and Excess Proceeds
|
146
|
Certain Bankruptcy Considerations
|
146
|
Certain Matters Relating to Insolvency
|
147
|
FDIC Rule
|
148
|
Other Statutory Powers of the FDIC
|
150
|
Consumer Protection Laws
|
151
|
Other Limitations
|
153
|
Dodd Frank Orderly Liquidation Framework
|
154
|
Legal Proceedings
|
156
|
Material U.S. Federal Income Tax Considerations
|
156
|
Tax Characterization of the Issuing Entity
|
157
|
Partnership Audit Rules
|
158
|
Treatment of the Notes as Debt
|
158
|
Tax Considerations for U.S. Note Owners
|
158
|
Tax Considerations for Foreign Note Owners
|
160
|
FATCA Withholding
|
162
|
Backup Withholding
|
162
|
Reportable Transaction Disclosure
|
162
|
Possible Alternative Treatments of the Notes
|
162
|
State and Local Tax Considerations
|
163
|
ERISA Considerations
|
163
|
Ratings of the Notes
|
165
|
Plan of Distribution
|
165
|
European Economic Area
|
166
|
United Kingdom
|
167
|
Requirements for Certain European and United Kingdom Regulated Investors and Affiliates
|
167
|
Legal Opinions
|
169
|
Index of Principal Terms
|
170
|
APPENDIX A - Static Pool Information
|
Ap-A-1
|
ANNEX A - Global Clearance, Settlement and Tax Documentation Procedures
|
A-1
|
RELEVANT PARTIES
|
||
Issuing Entity
|
BMW Vehicle Owner Trust 2023-A, which we refer to as the “issuing entity,” is a Delaware statutory trust. The issuing entity will be
established by the trust agreement.
|
|
Depositor
|
BMW FS Securities LLC. The depositor’s address and phone number are 300 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677 and (201) 307-4000.
|
|
Sponsor, Originator, Seller, Servicer and Administrator
|
BMW Financial Services NA, LLC, which we refer to as “BMW FS.” The sponsor’s address and phone number are 300 Chestnut Ridge Road,
Woodcliff Lake, New Jersey 07677 and (201) 307‑4000.
|
|
Seller and Originator
|
BMW Bank of North America, a wholly owned subsidiary of BMW FS, which we refer to as “BMW Bank.” BMW Bank will also be a seller and
originator of receivables.
|
|
Indenture Trustee
|
U.S. Bank Trust Company, National Association.
|
|
Securities Intermediary
|
U.S. Bank National Association.
|
|
Owner Trustee
|
Wilmington Trust, National Association.
|
|
Asset Representations Reviewer
|
Clayton Fixed Income Services LLC.
|
|
RELEVANT AGREEMENTS
|
||
Indenture
|
The indenture between the issuing entity and the indenture trustee. The indenture provides for the terms of the notes.
|
|
Trust Agreement
|
The trust agreement, as amended and restated, between the depositor and the owner trustee. The trust agreement governs the creation of the issuing entity and provides for the
terms of the certificates.
|
|
Sale and Servicing Agreement
|
The sale and servicing agreement among the issuing entity, the indenture trustee, the securities intermediary, the servicer and the depositor. The sale and servicing agreement
governs the transfer of the receivables by the depositor to the issuing entity and the servicing of the receivables by the servicer.
|
|
Administration Agreement
|
The administration agreement among the administrator, the issuing entity and the indenture trustee. The administration agreement governs the provision of reports by the
administrator and the performance by the administrator of other administrative duties for the issuing entity.
|
Receivables Purchase Agreement
|
The receivables purchase agreement between the depositor and BMW FS. The receivables purchase agreement governs the sale of the applicable receivables from BMW FS to the
depositor.
|
|
Bank Receivables Purchase Agreement
|
The receivables purchase agreement between the depositor and BMW Bank. The bank receivables purchase agreement governs the sale of the applicable receivables from BMW Bank to
the depositor.
|
|
Asset Representations Review Agreement
|
The asset representations review agreement among the asset representations reviewer, the servicer and the issuing entity, which provides for the review, in certain circumstances,
of certain representations made by the sellers with respect to the receivables.
|
|
RELEVANT DATES
|
||
Closing Date
|
Expected to be on or about July 18, 2023.
|
|
Cutoff Date
|
The cutoff date for the pool of receivables described in this prospectus is the close of business on May 31, 2023. The issuing entity will be entitled to all collections in
respect of the receivables received after the cutoff date.
|
|
Collection Period
|
For any payment date other than the initial payment date, the month immediately preceding the month in which the related payment date occurs. The collection period for the
August 2023 payment date will begin on June 1, 2023 and end on July 31, 2023.
|
|
Payment Dates
|
The issuing entity will pay interest on and principal of the notes on the 25th day of each month using amounts received from collections on the receivables during the immediately
preceding collection period, together with other amounts available for such purpose on deposit in the reserve account, after payment of certain amounts due to the servicer, the indenture trustee, the owner trustee and the asset
representations reviewer. If the 25th day of the month is not a business day, payments on the notes will be made on the next business day. The date that any payment is made is called a payment date. The first payment date is expected to be
August 25, 2023.
|
|
Final Scheduled Payment Dates
|
The final principal payment for each class of notes is due and payable on the applicable final scheduled payment date specified on the front cover of this prospectus.
|
|
Expected Final Payment Dates
|
The final principal payment for each class of notes is expected to be made on the applicable expected final payment date specified on the front cover of this prospectus.
However, due to a variety of factors described herein, there can be no assurance that your class of notes will not actually be paid in full on an earlier or on a later payment date. We refer you to “Risk Factors” in this prospectus for discussions of certain of these factors.
|
|
Record Date
|
So long as the notes are in book-entry form, the issuing entity will make payments on the notes to the related holders of record at the
|
close of business on the business day immediately preceding the payment date or redemption date, as applicable. If the notes are issued in definitive form, the record date will
be the last business day of the month preceding the month in which the payment date or redemption date, as applicable, occurs.
|
|||
DESCRIPTION OF THE ASSETS OF THE ISSUING ENTITY
|
|||
Receivables
|
The issuing entity’s main source of funds for making payments on the notes will be collections on motor vehicle retail installment sale contracts, known as the receivables. All
of the receivables are secured by passenger cars, light trucks and motorcycles manufactured by Bayerische Motoren Werke Aktiengesellschaft, which we refer to as “BMW AG,” or its subsidiaries.
The statistical information presented in this prospectus relates to two pools of receivables, in each case, as of the cutoff date. The smaller pool of receivables presented in
this prospectus relates to the offering of notes having an aggregate initial principal amount of $1,250,000,000. The larger pool of receivables presented in this prospectus relates to the offering of notes having an aggregate initial
principal amount of $1,500,000,000.
As of the cutoff date, if the aggregate initial principal amount of the notes is $1,250,000,000, the receivables had the following characteristics:
|
||
•
|
aggregate principal balance: $1,391,674,844.86
|
||
•
|
number of receivables: 38,188
|
||
•
|
average principal balance: $36,442.73
|
||
•
|
weighted average annual percentage rate: 4.37%
|
||
•
|
weighted average original term to maturity: 64.52 months
|
||
•
|
weighted average remaining term to maturity: 51.76 months
|
||
As of the cutoff date, if the aggregate initial principal amount of the notes is $1,500,000,000, the receivables had the following characteristics:
|
|||
•
|
aggregate principal balance: $1,670,093,594.79
|
||
•
|
number of receivables: 45,857
|
||
•
|
average principal balance: $36,419.60
|
||
•
|
weighted average annual percentage rate: 4.37%
|
||
•
|
weighted average original term to maturity: 64.56 months
|
||
•
|
weighted average remaining term to maturity: 51.78 months
|
For information regarding the eligibility criteria for receivables being acquired by the issuing entity, you should refer to “The
Receivables—Characteristics” in this prospectus.
All of the receivables to be owned by the issuing entity are classified as simple interest receivables, which are described in more detail under “The Receivables” in this prospectus.
|
||
Review of Pool Assets
|
In connection with the offering of the notes, the depositor has performed a review of the receivables and certain disclosures in this prospectus relating to the receivables and
certain asset-level data disclosures incorporated by references into this prospectus, and has concluded that it has reasonable assurance that such disclosure is accurate in all material respects, as described under “Review of Pool Assets” below.
The receivables sold by BMW FS and BMW Bank to the depositor were originated in accordance with the underwriting guidelines of BMW FS and BMW Bank, respectively. As described in “BMW FS’ and BMW Bank’s Financing Programs—Underwriting” in this prospectus, in accordance with BMW FS’ and BMW Bank’s respective underwriting guidelines, credit applications are evaluated when received and are either automatically approved, automatically rejected or forwarded for review
by one or more BMW FS credit representatives or by a credit manager with appropriate approval authority. The BMW FS credit representative or credit manager reviews each application forwarded to it for review through the use of a system of
rules and scorecards, including an evaluation of the customer demographics, income and collateral, review of a credit bureau report, use of internet verification tools and a review of the applicant’s credit score based on a combination of
their credit bureau score and BMW FS’ or BMW Bank’s, as applicable, own internal credit scoring process.
If the aggregate initial principal amount of the notes is $1,250,000,000, 29,862 receivables, having an aggregate principal balance of $1,043,681,970.67 as
of the cutoff date (approximately 74.99% of the aggregate principal balance of the receivables as of the cutoff date), were automatically approved. If the aggregate initial principal amount of the notes is $1,500,000,000, 35,869 receivables,
having an aggregate principal balance of $1,255,416,636.08 as of the cutoff date (approximately 75.17% of the aggregate principal balance of the receivables as of the cutoff date), were automatically approved. BMW FS determined that whether
a receivable was approved either automatically by BMW FS’ or BMW Bank’s, as applicable, electronic credit decision system or following review by one or more BMW FS credit representatives or by a credit manager was not indicative of the
quality of the related receivable. No completed applications for the receivables were automatically rejected. None of the receivables in the pool described in this prospectus were originated with exceptions to BMW FS’ or BMW Bank’s
underwriting guidelines.
|
Removal of Pool Assets
|
Breaches of Representations and Warranties. Upon sale to the depositor, each seller will make
certain representations and warranties to the depositor, and upon sale to the issuing entity, the depositor will make certain representations and warranties to the issuing entity. The depositor will also assign all of its rights under the
receivables purchase agreement and the bank receivables purchase agreement to the issuing entity. The sellers are required to repurchase from the issuing entity any receivable for which certain representations or warranties of such seller
with respect to that receivable have been breached if any such breach materially and adversely affects the interests of the issuing entity or the noteholders in such receivable and such breach has not been timely cured.
|
||
We refer you to “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” in this
prospectus.
|
|||
Breach of Servicer Covenants. The servicer will be
required to purchase any receivable materially and adversely affected by breaches of certain of the servicer’s covenants under the sale and servicing agreement to the extent such breach is not timely cured and materially and adversely
affects the interests of the issuing entity or the noteholders in any receivable.
|
|||
We refer you to “Description of the Transfer and Servicing Agreements—Servicing Procedures” in this prospectus.
|
|||
BMW Bank will also have the option to repurchase from the depositor, from time to time, any of the receivables sold by it to the
depositor under the bank receivables purchase agreement; provided, that the aggregate outstanding principal balance of all such receivables repurchased and to be repurchased does not exceed 2.0% of
the aggregate outstanding principal balance of all of the receivables sold to the depositor under the bank receivables purchase agreement, in each case measured as of the cutoff date.
|
|||
Asset Representations Review
|
The asset representations reviewer will perform a review of certain receivables for compliance with certain representations made with respect to such
receivables if:
|
||
•
|
a delinquency trigger for the receivables is reached; and
|
||
•
|
the required amount of noteholders vote to direct the review.
|
||
The asset representations reviewer is not and will not be affiliated with any of the sponsor, the depositor, the servicer, the indenture trustee, the owner
trustee or any of their respective affiliates, and has not performed, and is not affiliated with any party hired by the sponsor or any underwriter to perform, pre-closing due diligence work on the receivables.
For more information regarding the asset representations review see “Description of the Notes—Asset
Representations Review” in this prospectus.
|
Repurchase Dispute Resolution
|
If a request is made for the repurchase of a receivable due to a breach of a representation or warranty, and the request is not resolved within 180 days of
receipt by BMW FS or BMW Bank of such request, the party submitting the request will have the right to refer the matter to either arbitration or mediation.
For more information regarding the dispute resolution procedures, see “Description of the Notes—Dispute Resolution for Repurchase Request”
in this prospectus.
|
|
Credit Risk Retention
|
The risk retention regulations in Regulation RR of the Securities Exchange Act of 1934, as amended, require the sponsor, either directly or through its
majority-owned affiliates, to retain an economic interest in the credit risk of the receivables. The sponsor intends to satisfy its obligation to retain credit risk by causing the depositor and BMW Bank, its wholly-owned affiliates, to
retain the certificates.
The certificates represent the right to all funds not needed to make required payments on the notes, pay fees and expenses of the issuing entity or make
deposits to the reserve account on each payment date. The certificates represent a first-loss interest in this securitization transaction.
None of the sponsor, the depositor or any of their affiliates may hedge, sell or transfer the required retention except to the extent permitted by
Regulation RR.
For more information regarding the risk retention regulations and the sponsor’s method of compliance with those regulations, see
“Credit Risk Retention” in this prospectus.
This transaction is not intended to comply with any risk retention rules in the European Economic Area or the United Kingdom, and no action
has been taken, or will be taken, to facilitate compliance by any investor with any related due diligence (or other) requirements. In particular, the arrangements described under “Credit Risk Retention” in this prospectus have not been structured with the objective of ensuring compliance by any person with the requirements of the EU Securitization Regulation or the UK
Securitization Regulation (as each such term is defined under “Plan of Distribution—Requirements for Certain European and United
Kingdom Regulated Investors and Affiliates” in this prospectus). Consequently, the notes are not a suitable investment for investors who are subject to the EU Securitization Regulation or the UK
Securitization Regulation. See “Risk Factors––Risks Primarily Related to Legal and Regulatory Matters—The notes are not a suitable investment for investors subject to the EU Securitization Regulation or the UK Securitization Regulation” and “Plan of
Distribution—Requirements for Certain European and United Kingdom Regulated Investors and Affiliates.”
|
DESCRIPTION OF THE NOTES
|
|||
General
|
The notes consist of:
|
||
•
|
the Class A-1 Notes;
|
||
•
|
the Class A-2a Notes and the Class A-2b Notes (the “Class A-2 Notes”);
|
||
•
|
the Class A-3 Notes; and
|
||
•
|
the Class A-4 Notes.
|
||
The issuing entity will issue asset-backed notes with an aggregate initial principal amount of $1,250,000,000 or $1,500,000,000. The initial principal amount of each class of
notes is specified on the front cover of this prospectus, except that the allocation of the initial principal amount of the Class A-2a Notes and the Class A-2b Notes will be determined on the day of pricing of the notes offered hereunder. If
the aggregate initial principal amount of the notes is $1,250,000,000, the depositor expects that the initial principal amount of the Class A-2b Notes will not exceed $218,750,000. If the aggregate initial principal amount of the notes is
$1,500,000,000, the depositor expects that the initial principal amount of the Class A-2b Notes will not exceed $262,500,000.
The sponsor will make the determination regarding the aggregate initial principal amount of the notes based on, among other considerations, market conditions at the time of
pricing. See “Risk Factors—Risks Primarily Related to the Nature of the Notes and the Structure of the Transaction—Risks associated with unknown aggregate initial principal amount of the notes.”
All or a portion of one or more classes of the notes may be retained by the depositor or an affiliate of the depositor on the closing date.
The issuing entity will also issue certificates representing the equity interest in the issuing entity. The certificates will initially be held by the depositor and BMW Bank.
The certificates are not being offered to you by this prospectus. Neither the depositor nor BMW Bank currently expects to sell the certificates, but may do so, to the extent permitted by Regulation RR. Any information in this prospectus
relating to the certificates is presented solely to provide you with a better understanding of the notes.
|
|||
Terms of the Notes
|
In general, noteholders will receive payments of interest and principal on the notes from the issuing entity only to the extent that collections from the issuing entity’s assets
are sufficient to make those payments. Collections from the issuing entity’s assets will be divided among the classes of notes in specified proportions. The issuing entity will pay interest and principal on each payment date to noteholders
of record as of the record date preceding such payment date.
|
Interest. The interest rate for each class of notes (other than the Class
A-2b Notes) will be a fixed rate, as set forth on the cover of this prospectus. The interest rate for the Class A-2b Notes will be a floating rate equal to the applicable benchmark plus the spread set forth on the cover page of this
prospectus. As of the closing date, the benchmark will be the SOFR Rate; however, the benchmark may change following the occurrence of a Benchmark Transition Event (as defined under ““Description of the
Notes–Interest”). See “Description of the Notes–Interest” in this prospectus.
|
|||
The Class A-1 Notes and the Class A-2b Notes will accrue interest on an actual/360 basis from (and including) a payment date to (but excluding) the next payment date, except that
the first interest accrual period for the Class A-1 Notes and the Class A-2b Notes will be from (and including) the closing date to (but excluding) the initial payment date. This means that the interest due on each of the Class A-1 Notes and
the Class A-2b Notes on each payment date will be the product of:
|
|||
•
|
the outstanding principal amount of such class of notes;
|
||
•
|
the related interest rate; and
|
||
•
|
the actual number of days from (and including) the previous payment date (or, in the case of the first payment date, the actual number of days from (and including) the closing
date) to (but excluding) the current payment date, divided by 360.
|
||
If the sum of the applicable benchmark and the spread set forth on the front cover of this prospectus is less than 0.00% for any interest accrual period, then the interest rate
for the Class A-2b Notes for such interest accrual period will be deemed to be 0.00%. For a description of how interest will be calculated on the Class A-2b Notes, see “Description of the Notes—Interest.”
|
|||
The Class A-2a Notes, the Class A-3 Notes and the Class A-4 Notes will accrue interest on a 30/360 basis from (and including) the 25th day of the calendar month preceding a
payment date to (but excluding) the 25th day of the calendar month in which the payment date occurs, except that the first interest accrual period for the Class A-2a Notes, the Class A-3 Notes and the Class A-4 Notes will be from (and
including) the closing date to (but excluding) August 25, 2023. This means that the interest due on each of the Class A-2a Notes, the Class A-3 Notes and the Class A-4 Notes on each payment date will be the product of:
|
|||
•
|
the outstanding principal amount of such class of notes;
|
||
•
|
the related interest rate; and
|
||
•
|
30 (or, in the case of the first payment date, the number of days from (and including) the closing date to (but excluding) August 25, 2023 (assuming a 30-day calendar month))
divided by 360.
|
Each class of notes will be entitled to interest at the same level of priority with all other classes of notes. If the noteholders of any class of notes do not receive all
interest owed to them on a payment date, the issuing entity will make payments of interest on later payment dates to make up the shortfall together with interest on those amounts at the related interest rate, to the extent lawful and to the
extent funds from specified sources are available to cover the shortfall.
|
||||
Principal. The issuing entity generally will pay principal sequentially to
the earliest maturing class of notes then outstanding until that class is paid in full (and principal of the Class A-2a Notes and the Class A-2b Notes will be paid pro rata, based on the outstanding principal amount of those classes of notes,
until each such class is paid in full).
|
||||
Priority of Payments
|
On each payment date prior to the acceleration of the notes, the issuing entity will pay the following amounts in the following order of priority, from amounts collected or
received in respect of the receivables during the related collection period and, in the event of a shortfall in making the payments described in clauses first through fourth below, amounts withdrawn from the reserve account:
|
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•
|
first, to the servicer, the servicing fee and all unpaid servicing fees from prior collection periods and amounts in respect of
reimbursement for non-recoverable servicer advances;
|
|||
•
|
second, to the indenture trustee (in each of its capacities under the transaction documents), the owner trustee and the asset
representations reviewer, the amount of any fees, expenses, indemnification amounts and other payments due and owing to each such party, pro rata, based on amounts due to each such party, in an aggregate amount not to exceed $250,000 in any
calendar year;
|
|||
•
|
third, to the noteholders, the accrued interest on the notes;
|
|||
•
|
fourth, to the principal distribution account, the first priority principal distribution amount, which will generally be an amount equal
to the excess of:
|
|||
•
|
the aggregate outstanding principal amount of the notes as of the preceding payment date (after giving effect to all payments of principal made on such payment date); over
|
|||
•
|
the aggregate principal balance of the receivables as of the last day of the related collection period less the yield supplement overcollateralization amount with respect to such
payment date (referred to as the “adjusted pool balance”);
|
•
|
fifth, to the reserve account, the amount, if any, necessary to cause the amount on deposit in the reserve account to equal the specified
reserve account balance (as defined under “—Credit Enhancement—Reserve Account,” below);
|
|||
•
|
sixth, to the principal distribution account, the regular principal distribution amount, which will generally be an amount equal to the
excess of:
|
|||
•
|
the aggregate outstanding principal amount of the notes as of the preceding payment date (after giving effect to all payments of principal made on such payment date); over
|
|||
•
|
the adjusted pool balance less the target overcollateralization amount (as defined below), in each case with respect to that payment date;
|
|||
•
|
less any amounts previously deposited in the principal distribution account in accordance with clause fourth above;
|
|||
•
|
seventh, to the indenture trustee (in each of its capacities under the transaction documents), the owner trustee and the asset
representations reviewer, the amount of any fees, expenses, indemnification amounts and other payments due to each such party and remaining unpaid as a result of the cap set forth in clause second
above, pro rata, based on amounts due to each such party; and
|
|||
•
|
eighth, to the holders of the certificates, any remaining amounts.
|
|||
On the final scheduled payment date of each class of notes, the amount required to be allocated to the principal distribution account will include the amount
necessary to reduce the outstanding principal amount of that class of notes to zero.
The “target overcollateralization amount” with respect to each payment date will be equal to approximately 2.50% of
the adjusted pool balance with respect to the closing date.
|
||||
Distributions from the Principal Distribution Account
|
From deposits made to the principal distribution account, the issuing entity will generally pay principal on the notes in the following order of priority on each payment date
prior to the acceleration of the notes:
|
|||
•
|
to the Class A-1 Notes until they are paid in full;
|
|||
•
|
to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of those classes of notes, until each such class is paid in full;
|
•
|
to the Class A-3 Notes until they are paid in full; and
|
||
•
|
to the Class A-4 Notes until they are paid in full.
|
||
Acceleration of the Notes; Change in Priority of Payments upon Acceleration of the Notes
|
Following the occurrence of any of the following events of default, the indenture trustee may (and, at the direction of the holders of a majority of the aggregate outstanding
principal amount of the notes, shall) accelerate the notes to become immediately due and payable:
|
||
•
|
a default for five days or more in the payment of interest on the notes when the same becomes due and payable;
|
||
•
|
a default in the payment of principal of any note on the related final scheduled payment date or on the redemption date;
|
||
•
|
a default in the observance or performance of any covenant or agreement of the issuing entity or breach of any representation or warranty of the issuing entity (that is not cured
or eliminated) under the indenture or in connection therewith, other than a default in the performance of a covenant or agreement pursuant to the FDIC Rule Covenant described in this prospectus; or
|
||
•
|
particular events of bankruptcy, insolvency, receivership or liquidation of the issuing entity;
|
||
provided that a delay in or failure of performance referred to under the first bullet point above for a period of 45 days or less, under the second bullet point above for a
period of 60 days or less or under the third bullet point above for a period of 120 days or less, will not constitute an event of default if that failure or delay was caused by a force majeure or other similar occurrence; provided, further,
that the notes will be automatically accelerated upon the occurrence of an event of default due to an event of bankruptcy, insolvency, receivership or liquidation of the issuing entity.
|
|||
In addition, upon an event of default and acceleration of the notes, the indenture trustee may (subject to the terms of the indenture) liquidate or sell the assets of the issuing
entity; provided that if such event of default is not caused by a failure to pay interest or principal, then at least one of the following conditions must be met:
|
|||
•
|
the proceeds of the sale or liquidation of the issuing entity’s assets would be sufficient to repay the noteholders in full;
|
||
•
|
100% of the noteholders consent to such sale or liquidation; or
|
||
•
|
the indenture trustee has determined pursuant to the provisions of the indenture that the assets of the issuing entity will be insufficient to continue to make all required
|
payments of principal and interest on the notes when due and payable, and noteholders holding at least 66-2/3% of the aggregate outstanding principal amount of notes consent to
such sale or liquidation.
|
|||
Following the acceleration of the notes, the issuing entity will pay any fees, expenses, indemnification amounts and other payments due to the indenture trustee, the owner
trustee and the asset representations reviewer before making any payments to noteholders and without regard to any annual cap on such amounts.
Following the acceleration of the notes, the issuing entity will pay principal first, to the Class A-1 Notes until the Class A-1 Notes are paid in full, and second, to the Class
A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, based on the outstanding principal amounts of those classes of notes, until each such class is paid in full.
Following the occurrence of an event of default that has not resulted in an acceleration of the notes, no change will be made to the priority of payments on the notes described
under “—Priority of Payments” above.
|
|||
Minimum Denominations, Registration, Clearance and Settlement
|
The notes of each class will be issued in U.S. Dollars in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The notes will be issued in
book-entry form and will be registered in the name of Cede & Co., as the nominee of The Depository Trust Company, the clearing agency.
|
||
Optional Purchase
|
The servicer may, at its option, cause the issuing entity to redeem any outstanding notes by purchasing all remaining receivables when the aggregate outstanding principal balance
of the receivables declines to 5% or less of the aggregate outstanding principal balance of the receivables as of the cutoff date.
|
||
We refer you to “Description of the Transfer and Servicing Agreements—Optional Purchase” in this prospectus for more detailed
information.
|
|||
Credit Enhancement
|
Credit enhancement is intended to protect you against losses and delays in payments on your notes by absorbing credit losses on the receivables and other shortfalls in cash
flows. The available credit enhancement is limited. Losses on the receivables in excess of available credit enhancement will not result in a writedown of the principal amounts of the notes. Instead, if losses on the receivables exceed the
amount of available credit enhancement, the amount available to make payments on the notes will be reduced to the extent of such losses.
The credit enhancement for the notes will include:
|
||
•
|
the reserve account,
|
•
|
overcollateralization,
|
||
•
|
the yield supplement overcollateralization amount, and
|
||
•
|
excess interest.
|
||
If the credit enhancement is not sufficient to cover all amounts payable on the notes, notes having a later final scheduled payment date generally will bear a greater risk of
loss than notes having an earlier final scheduled payment date. See “Risk Factors—Risks Primarily Related to the Nature of the Notes and the Structure of the Transaction—Because the issuing entity has
limited assets, there is only limited protection against potential losses,” “—Payment priorities increase risk of loss or delay in payment to certain notes” and “Payments on the Notes” in this prospectus.
|
|||
Reserve Account. On each payment date, the issuing entity will use funds in
the reserve account to cover shortfalls in payments of the servicing fee, certain capped fees, expenses, indemnification amounts and other payments due to the indenture trustee, the owner trustee and the asset representations reviewer,
interest due on the notes and the first priority principal distribution amount.
|
|||
The sale and servicing agreement sets forth the specified reserve account balance, which is the amount that is required to be on deposit in the reserve account. On the closing
date, the issuing entity will cause to be deposited into the reserve account an amount equal to at least 0.25% of the adjusted pool balance with respect to the closing date. On each payment date, after making certain required payments to the
servicer, the trustees, the asset representations reviewer and to the holders of the notes, the issuing entity will make a deposit into the reserve account to the extent necessary to maintain the amount on deposit in the reserve account at
the specified reserve account balance.
The “specified reserve account balance” with respect to any payment date will be equal to the lesser of (a) the
aggregate outstanding principal amount of the notes on such payment date (after giving effect to all payments of principal to the noteholders on such payment date) and (b) the amount deposited into the reserve account on the closing date.
|
|||
On each payment date, after all required distributions have been made, the amount on deposit in the reserve account in excess of the specified reserve account
balance will be released to the depositor.
|
|||
For more detailed information about the reserve account, we refer you to “Credit Enhancement—Reserve Account” in this
prospectus.
|
|||
Overcollateralization. Overcollateralization represents the amount by which
the adjusted pool balance exceeds the aggregate principal amount of the notes. Overcollateralization will be available to absorb losses on the receivables that are not otherwise covered by excess interest on or in respect of the receivables,
if any. If the aggregate initial principal amount of the notes is $1,250,000,000, it
|
is expected that the initial amount of overcollateralization will be $32,053,918.73 and if the aggregate initial principal amount of the notes is $1,500,000,000, it is expected
that the initial amount of overcollateralization will be $38,464,226.25, which, in each case, is approximately 2.50% of the related adjusted pool balance with respect to the closing date. Clause sixth
under “Priority of Payments” above results in the application of all remaining funds, including any excess interest, to maintain overcollateralization at the target overcollateralization amount.
|
||
For more detailed information about overcollateralization, we refer you to “Credit Enhancement—Overcollateralization” in this prospectus.
|
||
Yield Supplement Overcollateralization Amount. The yield supplement
overcollateralization amount is intended to compensate (through overcollateralization) for the low APRs on some of the receivables. As of the closing date and any payment date, the yield supplement overcollateralization amount is the
aggregate amount by which (i) the principal balance, as of the cutoff date or the last day of the related collection period, as applicable, of each receivable (other than liquidated receivables) with an APR less than the “required rate”,
exceeds (ii) the present value, calculated using a discount rate equal to the required rate, of the sum of the scheduled payments due on each such receivable, assuming each such scheduled payment is made on the last day of each month and each
month has 30 days. As used herein, the term “required rate” means 8.60%. As of the closing date, if the aggregate initial principal amount of the notes is $1,250,000,000, this amount will equal
$109,620,926.13, which is approximately 7.88% of the aggregate principal balance of the related receivables as of the cutoff date and, if the aggregate initial principal amount of the notes is $1,500,000,000, this amount will equal
$131,629,368.54, which is approximately 7.88% of the aggregate principal balance of the related receivables as of the cutoff date.
For more detailed information about the yield supplement overcollateralization amount, we refer you to “Credit Enhancement—Yield Supplement
Overcollateralization Amount” in this prospectus.
|
||
Excess Interest. More interest is expected to be paid by the obligors in
respect of the receivables than is necessary to pay the related servicing fee, annual fees due to the indenture trustee, the owner trustee and the asset representations reviewer, and interest on the notes for each collection period. Any such
excess in interest payments from obligors will serve as additional credit enhancement.
|
||
Advances
|
The servicer will be obligated to advance amounts to the issuing entity for shortfalls in scheduled payments of interest on the receivables received from obligors, except to the
extent that such shortfall results from application of the Servicemembers Civil Relief Act or the servicer has determined that such advance would
|
constitute a non-recoverable advance. To the extent the servicer determines that any such advance has become non-recoverable, the servicer will be reimbursed for such
non-recoverable amount on the related payment date at the same level of payment priority as the servicing fee due on such payment date and prior to all other distributions to be made on such payment date. The servicer also will be entitled
to reimbursement of advances made with respect to a receivable from any payments subsequently received on such receivable (to the extent allocable to interest).
|
||
Servicer Compensation
|
As compensation for its roles as servicer and administrator, BMW FS will be entitled to receive a servicing fee for each collection period in an amount equal to the product of
1/12 and 1.00% of the aggregate outstanding principal balance of the receivables as of the first day of such collection period; provided that in the case of the first payment date, the servicing fee will be an amount equal to the sum of (a)
the product of 1/12 and 1.00% of the aggregate outstanding principal balance of the receivables as of the cutoff date and (b) the product of 1/12 and 1.00% of the aggregate outstanding principal balance of the receivables as of the close of
business on June 30, 2023. In addition, as additional servicing compensation, the servicer will be entitled to retain any late fees, prepayment charges, deferment fees and any other administrative fees or similar charges received with
respect to any receivable. The servicing fee and the reimbursement of non-recoverable advances will be payable on each payment date from available amounts prior to any other distributions.
For more detailed information about additional servicing compensation, we refer you to “Description of the Transfer and Servicing
Agreements—Servicing Compensation” in this prospectus.
|
|
Trustee Fees and Expenses
|
Each trustee will be entitled to a fee in connection with the performance of its respective duties under the applicable transaction documents. The issuing entity will pay (i)
the indenture trustee an annual fee equal to $3,000, and (ii) the owner trustee an annual fee equal to $3,000.
Each trustee will also be entitled to reimbursement or payment by the issuing entity for all costs, expenses and indemnification amounts incurred by it in connection with the
performance of its respective duties under the applicable transaction documents.
|
|
Asset Representations Reviewer Fees and Expenses
|
The asset representations reviewer will be entitled to a fee in connection with the performance of its duties under the asset representations review agreement. The issuing
entity will pay the asset representations reviewer an annual fee equal to $5,000 and, in the event an asset representations review occurs, the asset representations reviewer will be entitled to a fee of $175 for each receivable reviewed by
it, as described under “Asset Representations Reviewer” in this prospectus. The asset representations reviewer will also be entitled to reimbursement or
|
payment by the issuing entity for all costs, expenses and indemnification amounts incurred by it in connection with the performance of its duties under the asset representations
review agreement.
|
|||
CUSIP Numbers
|
Class A-1 Notes:
|
05592X AA8
|
|
Class A-2a Notes:
|
05592X AB6
|
||
Class A-2b Notes:
|
05592X AC4
|
||
Class A-3 Notes:
|
05592X AD2
|
||
Class A-4 Notes:
|
05592X AE0
|
||
FDIC Rule
|
The transaction contemplated by this prospectus is intended to comply with the Federal Deposit Insurance Corporation’s rule, which we refer to as the “FDIC Rule”, on treatment of financial assets transferred in connection with a securitization or participation, and to come within the safe harbor for securitization transactions that are not treated as sales for accounting
purposes. Although we intend the transaction to comply in all material respects with this FDIC Rule, the application of the rule to the transaction is subject to several ambiguities and untested interpretive issues, particularly in the case
of a transaction with multiple originators, and there can be no guarantee that the Federal Deposit Insurance Corporation will agree that the transaction satisfies all of the requirements to qualify for such safe harbor despite our intention
to comply.
One of the requirements of the FDIC Rule is that the agreements for the related transaction require the retention of an economic interest in the credit risk of the securitized
assets in accordance with Regulation RR of the Securities Exchange Act of 1934, as amended. BMW FS and BMW Bank intend to take the position that, solely for purposes of the FDIC Rule, BMW Bank (and not BMW
FS) is the “sponsor” with respect to the receivables transferred by BMW Bank to the depositor on the closing date, and that the applicable disclosure and reporting covenants in the FDIC Rule apply to BMW Bank. BMW FS, as the sponsor under
Regulation RR, intends to satisfy its obligation to retain credit risk by causing the depositor and BMW Bank, its wholly-owned subsidiaries, to retain the certificates, which they believe will satisfy the requirement of the FDIC Rule.
BMW FS believes that, in the event of a repudiation by the Federal Deposit Insurance Corporation of the bank receivables purchase agreement, the damages calculation under the
FDIC Rule should be at least equal to a pro rata principal amount of the notes based on the relative principal balance of the receivables that were sold by BMW Bank to the principal balance of all of the receivables held by the issuing entity
at the date of repudiation, plus accrued interest on such principal amount at the applicable interest rate on the notes accrued to the date of repudiation. However, this interpretive position is untested and there appears to be no authority
for interpreting the application of the FDIC Rule where the institution is not the only seller of receivables in a securitization. If the
|
Federal Deposit Insurance Corporation were successful in asserting that this transaction does not comply with the FDIC Rule, whether because it takes the position that BMW Bank
should not be treated as the sponsor for purposes of the FDIC Rule, or for any other reason, you could suffer a loss on your investment. In addition, if the Federal Deposit Insurance Corporation takes a different, less favorable position as
to the calculation of damages, you could suffer a loss on your investment. Additionally, if the Federal Deposit Insurance Corporation were to release interpretative guidance contrary to the positions taken by BMW FS and BMW Bank subsequent
to the closing date, you could suffer a loss if the market or a rating agency then rating the notes believes the interpretive guidance negatively affects the notes.
For more information, see “Risk Factors—Risks Primarily Related to Bankruptcy and Insolvency of Transaction Parties and Perfection of Security
Interests—FDIC receivership or conservatorship of BMW Bank could result in delays in payments or losses on your notes,” “Description of the Transfer and Servicing Agreements—FDIC Rule Covenant,” “Credit Risk Retention” and “Certain Legal Aspects of the Receivables—FDIC Rule” in this prospectus.
|
|||
Tax Status
|
Tax counsel to the depositor is of the opinion, subject to the assumptions set forth in this prospectus, that although there is no authority with respect to a transaction closely
comparable to that contemplated herein:
|
||
•
|
as of their issuance date, the notes held by parties unaffiliated with the issuing entity for U.S. federal income tax purposes will be characterized as debt for U.S. federal
income tax purposes, and
|
||
•
|
the issuing entity will not be characterized as an association or a publicly traded partnership, in either case taxable as a corporation for U.S. federal income tax purposes.
|
||
By accepting a note, each holder or beneficial owner will be deemed to have agreed to treat such note as debt for purposes of U.S. federal, state and applicable local income and
franchise taxes, and for purposes of any other tax measured in whole or in part by income.
You should consult your own tax advisor regarding the U.S. federal income tax consequences and the tax consequences arising under the laws of any state or other taxing
jurisdiction, of the purchase, ownership and disposition of the notes.
We refer you to “Material U.S. Federal Income Tax Considerations” in this prospectus.
|
|||
ERISA Considerations
|
The notes are generally eligible for purchase by employee benefit plans and individual retirement accounts, subject to those considerations discussed under “ERISA Considerations” in this prospectus.
|
We refer you to “ERISA Considerations” in this prospectus. If you are a benefit plan fiduciary
considering acquisition of the notes you should, among other things, consult with your counsel in determining whether all required conditions have been satisfied.
|
||
Eligibility for Purchase by Money Market Funds
|
The Class A-1 Notes have been structured to be “eligible securities” as defined in paragraph (a)(11) of Rule 2a-7 under the Investment Company Act of 1940, as amended. Rule 2a-7
includes additional criteria for investments by money market funds, including requirements relating to portfolio maturity, liquidity and risk diversification. A money market fund should consult its legal advisers regarding the eligibility of
the Class A-1 Notes under Rule 2a-7 and whether an investment in the Class A-1 Notes satisfies the fund’s investment policies, ratings requirements and objectives.
|
|
Ratings
|
The sponsor has hired two rating agencies and will pay them a fee to assign ratings on the notes. It is a condition to the issuance of the notes that they receive credit ratings
from the two rating agencies hired by the sponsor. The sponsor has not hired any other nationally recognized statistical rating organization, or “NRSRO,” to assign ratings on the notes and is not aware that any other NRSRO has assigned or
intends to assign ratings on the notes.
|
|
None of the sponsor, the depositor, the servicer, the administrator, the sellers, the originators, the indenture trustee, the owner trustee, the asset representations reviewer,
the underwriters or any of their affiliates will be required to monitor any changes to the ratings on the notes.
|
||
Certain Investment Company Act Considerations
|
In determining that the issuing entity is not required to register as an investment company under the Investment Company Act of 1940, as amended, the issuing entity will be
relying on an exemption from the definition of the term “investment company” contained in Rule 3a-7 under the Investment Company Act of 1940, as amended, although additional exemptions or exclusions may be applicable. The issuing entity is
being structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
|
• |
the limited pool of receivables and other assets available to make payments on the notes;
|
• |
the unknown aggregate initial principal amount of the notes;
|
• |
the unknown allocation of the Class A-2a Notes and the Class A-2b Notes;
|
• |
unpredictability of the rate at which the notes will amortize, and the potential acceleration of payments on the notes due to the occurrence of an event of default or the optional purchase of the
receivables;
|
• |
the possible insufficiency of proceeds from the sale of the issuing entity’s assets to repay all of the notes;
|
• |
the subordination of certain classes of the notes to other more senior classes of the notes and to certain fees and other payments;
|
• |
the limited control of certain classes of notes over actions of the issuing entity; and
|
• |
the retention by the depositor of certain of the notes.
|
• |
the decision of the issuing entity to not enter into any swap agreements or interest rate cap agreements with respect to the Class A-2b Notes;
|
• |
the impact of negative benchmark rates on the Class A-2b Notes;
|
• |
the Class A-2b Notes accrue interest based on the SOFR Rate, which is a relatively new reference rate in asset-backed securities transactions, and there may be unanticipated problems in the use,
calculation or performance of SOFR;
|
• |
uncertainty about SOFR’s differences from LIBOR, including its composition, characteristics and market acceptance, which may have an adverse impact on the Class A-2b Notes;
|
• |
the determination of the SOFR Rate for each interest accrual period based on the average of the daily compounded SOFR rates for the preceding 30 days, which may result in a potential mismatch
compared to daily rates actually in effect on the calculation date; and
|
• |
changes to, or the elimination of, SOFR or the determinations made by the administrator may adversely affect the Class A-2b Notes.
|
• |
the effect of health epidemics and other outbreaks, and related measures taken in response to such epidemics or outbreaks, on the obligors of the receivables, on the transaction parties and on the
abilities of the transaction parties to perform their respective obligations under the transaction documents;
|
• |
geographic concentrations of the receivables and extreme weather conditions and natural disasters (including any such conditions and disasters resulting from climate change), public health concerns,
|
economic developments and other similar events in specific geographic areas;
|
• |
the failure of obligors to maintain physical damage insurance;
|
• |
potential adverse effects of any recalls with respect to the financed vehicles; and
|
• |
the impact of receivables with low annual percentage rates.
|
• |
federal and state consumer protection laws regulating the creation, collection and enforcement of the receivables;
|
• |
regulatory reform (including reform intended to address climate change);
|
• |
the Servicemembers Civil Relief Act and other similar state laws potentially limiting the ability of the servicer to collect from certain obligors; and
|
• |
the lack of suitability of the notes as investments for investors subject to the EU Securitization Regulation or the UK Securitization Regulation.
|
• |
the potential cost of transferring servicing responsibilities to a successor servicer, in the event of a servicer default, and the potential inability to obtain a successor servicer;
|
• |
the ability of the servicer to commingle collections for a limited time; and
|
• |
the potential that a security breach or cyber-attack could adversely affect BMW FS’ business and its ability to service the receivables.
|
• |
the bankruptcy of BMW FS or BMW FS Securities LLC;
|
• |
interests of other persons in the receivables could be superior to the issuing entity’s interest therein; and
|
• |
the failure of the servicer to maintain control of receivables evidenced by electronic contracts.
|
• |
the complexity of the notes and the potential absences of a secondary market for the notes;
|
• |
withdrawal or downgrade of the initial ratings of the notes, the potential issuance of unsolicited ratings on the notes, rating agency conflicts of interest and related regulatory scrutiny; and
|
• |
limitations on your ability to exercise rights directly, due to the absence of physical notes, and potential delays in receiving payments as the result of the notes being held in book-entry form.
|
• |
make early payments, since receivables will generally be prepayable at any time without penalty,
|
• |
default, resulting in the repossession and sale of the financed vehicle,
|
• |
damage the financed vehicle or become unable to make payments due to death or disability, resulting in payments to the servicer under any existing physical damage, credit life or
other insurance, or
|
• |
sell their financed vehicles or be delinquent or default on their receivables as a result of a manufacturer defect.
|
State
|
Percentage of Aggregate Principal Balance as of the Cutoff Date
|
|
California
|
18.22%
|
|
Texas
|
12.33%
|
|
Florida
|
10.46%
|
|
New Jersey
|
5.77%
|
State
|
Percentage of Aggregate Principal Balance as of the Cutoff Date
|
|
California
|
18.14%
|
|
Texas
|
12.21%
|
|
Florida
|
10.54%
|
|
New Jersey
|
5.75%
|
• |
gives the Federal Deposit Insurance Corporation authority to act as receiver of bank holding companies, financial companies and their respective subsidiaries in specific situations under the Orderly
Liquidation Authority, or the OLA, as described in more detail under “Certain Legal Aspects of the Receivables—Dodd Frank Orderly Liquidation Framework”;
|
• |
strengthened the regulatory oversight of securities and capital markets activities by the Securities and Exchange Commission; and
|
• |
created the Consumer Financial Protection Bureau, which is responsible for administering and enforcing the laws and regulations for consumer financial products and services.
|
• |
the cost of the transfer of servicing to the successor; the ability of the successor to perform the obligations and duties of the servicer under the servicing agreement; or
|
• |
the servicing fees charged by the successor.
|
• |
the “automatic stay,” which prevents a secured creditor from exercising remedies against a debtor in bankruptcy without permission from the court, and provisions of the United
States bankruptcy code that permit substitution for collateral in limited circumstances,
|
• |
tax or government liens on the servicer’s or the depositor’s property (that arose prior to the transfer of the receivables to the issuing entity) having a prior claim on
collections before the collections are used to make payments on the notes, and
|
• |
the issuing entity or the indenture trustee not having a perfected security interest in the receivables or any cash collections of the receivables held by the servicer at the
time that a bankruptcy proceeding begins.
|
• |
require the issuing entity, as assignee of the depositor, to go through an administrative claims procedure to establish its rights to payments collected on the receivables; or
|
• |
request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against BMW Bank; or
|
• |
invoke the automatic stay to prevent the indenture trustee and other transaction parties from exercising their rights, remedies and interests for up to 90 days.
|
• |
acquiring, holding and managing a pool of motor vehicle retail installment sale contracts (“Receivables”) for BMW passenger cars, BMW light trucks, BMW
motorcycles, MINI passenger cars and, if applicable, Rolls-Royce passenger cars originated by BMW Financial Services NA, LLC (“BMW FS”) and BMW Bank of North America (“BMW
Bank”) and the other assets of the Issuing Entity and proceeds from those assets;
|
• |
issuing the classes of asset-backed notes described in this prospectus (the “Notes”) and one class of asset-backed certificates (the “Certificates”);
|
• |
making payments on the Notes and the Certificates; and
|
• |
engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental to or connected with those activities.
|
Class A-1 Notes
|
$
|
291,500,000
|
||
Class A-2a Notes(1)
|
$
|
__________ | ||
Class A-2b Notes(1)
|
$
|
__________ | ||
Class A-3 Notes
|
$
|
437,500,000
|
||
Class A-4 Notes
|
$
|
83,500,000
|
||
Total
|
$
|
1,250,000,000
|
(1) |
If the aggregate initial principal amount of the Notes is $1,250,000,000, the aggregate initial principal amount of the Class A-2a Notes and the Class A-2b Notes will be $437,500,000. The allocation
of the aggregate initial principal amount of the Class A-2 Notes between the Class A-2a Notes and Class A-2b Notes will be determined at the time of pricing of the Notes offered hereunder. If the aggregate initial principal amount of the
Notes is $1,250,000,000, the Depositor expects that the aggregate initial principal amount of the Class A-2b Notes will not exceed $218,750,000.
|
Class A-1 Notes
|
$
|
350,000,000
|
||
Class A-2a Notes(1)
|
$
|
__________ | ||
Class A-2b Notes(1)
|
$
|
__________ | ||
Class A-3 Notes
|
$
|
525,000,000
|
||
Class A-4 Notes
|
$
|
100,000,000
|
||
Total
|
$
|
1,500,000,000
|
(1) |
If the aggregate initial principal amount of the Notes is $1,500,000,000, the aggregate initial principal amount of the Class A-2a Notes and the Class A-2b Notes will be $525,000,000. The allocation
of the aggregate initial principal amount of the Class A-2 Notes between the Class A-2a Notes and Class A-2b Notes will be determined at the time of pricing of the Notes offered hereunder. If the aggregate initial principal amount of the
Notes is $1,500,000,000, the Depositor expects that the aggregate initial principal amount of the Class A-2b Notes will not exceed $262,500,000.
|
Fair Value
(in millions)
|
Fair Value
(as a percentage of the aggregate fair value of the Notes and Certificates)
|
||
Class A-1 Notes
|
$291.5
|
21.7% - 21.8%
|
|
Class A-2a Notes
|
$218.8 - $437.5
|
16.3% - 32.7%
|
|
Class A-2b Notes
|
$0.0 - $218.8
|
0.0% - 16.3%
|
|
Class A-3 Notes
|
$437.5
|
32.6% - 32.7%
|
|
Class A-4 Notes
|
$83.5
|
6.2%
|
|
Certificates
|
$88.7 - $93.0
|
6.6% - 6.9%
|
|
Total
|
$1,338.7 - $1,343.0
|
100.0%
|
Fair Value
(in millions)
|
Fair Value
(as a percentage of the aggregate fair value of the Notes and Certificates)
|
||
Class A-1 Notes
|
$350.0
|
21.7% - 21.8%
|
|
Class A-2a Notes
|
$262.5 - $525.0
|
16.3% - 32.7%
|
|
Class A-2b Notes
|
$0.0 - $262.5
|
0.0% - 16.3%
|
|
Class A-3 Notes
|
$525.0
|
32.6% - 32.7%
|
|
Class A-4 Notes
|
$100.0
|
6.2%
|
|
Certificates
|
$106.4 - $111.6
|
6.6% - 6.9%
|
|
Total
|
$1,606.4 - $1,611.6
|
100.0%
|
• |
Level 1 – inputs include quoted prices for identical instruments and are the most observable;
|
• |
Level 2 – inputs include quoted prices for similar instruments and observable inputs such as interest rates and yield curves; and
|
• |
Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the
instrument.
|
Class
|
Interest Rate
|
|
Class A-1
|
5.470% - 5.670%
|
|
Class A-2a
|
5.68% - 5.88%
|
|
Class A-2b
|
SOFR Rate + 0.90% - SOFR Rate + 1.10%
|
|
Class A-3
|
5.01% - 5.21%
|
|
Class A-4
|
4.89% - 5.09%
|
• |
except as otherwise described in the following bullets, cash flows in respect of each pool of receivables are calculated using the related assumptions described under the heading “Weighted Average Lives of the Notes” in this prospectus;
|
• |
interest accrues on the Notes at the rates described above;
|
• |
in determining the interest payments on the Class A-2b Notes, the SOFR Rate is assumed to reset consistent with the applicable forward rate curve as of June 30, 2023 and it is assumed that no
Benchmark Transition Event has occurred;
|
• |
the Servicer exercises its option to purchase the receivables on the first Payment Date on which such option becomes available to it and before giving effect to any payment of principal required to
be made on that Payment Date;
|
• |
the receivables prepay at a rate equal to the 1.40% Prepayment Assumption described under the heading “Weighted Average Lives of the Notes” in this prospectus;
|
• |
cash flows in respect of the Certificates are discounted at 11.00%; and
|
• |
each pool of receivables experiences a lifetime cumulative net loss rate of 0.90% (as a percentage of the Pool Balance with respect to the Closing Date) and a loss severity rate of 50%, and these
losses are incurred based on the following timing curve beginning in the month after the Cutoff Date and distributed equally within each range of months described below:
|
Months 1 – 3:
|
0%
|
Months 4 – 12:
|
40%
|
Months 13 – 24:
|
40%
|
Months 25 – 36:
|
15%
|
Months 37 – 48:
|
5%
|
Months 49+:
|
0%
|
• |
The prepayment rate assumption was developed considering the composition of each pool of receivables and the performance of prior pools of receivables securitized by the Sponsor;
|
• |
The cumulative net loss rate was estimated using assumptions for both the magnitude of lifetime cumulative net losses and the shape of the cumulative net loss curve. The lifetime cumulative net loss
assumption and the shape of the cumulative net loss curve were developed considering the composition of each pool of receivables, the performance of prior pools of receivables securitized by the Sponsor, the performance of receivables in the
Sponsor’s managed portfolio, trends in used vehicle values, economic conditions, and the cumulative net loss assumptions of the Rating Agencies. Default and recovery rate estimates are included in the cumulative net loss assumption; and
|
• |
The discount rate applicable to the cash flows in respect of the Certificates was estimated to reflect the credit exposure to such cash flows and market interest rates. Due to the lack of an
actively traded market in residual interests similar to the Certificates, the discount rate was derived using qualitative factors that consider the equity-like component of the Certificates.
|
• |
the date on which the proceeds of sale of the financed vehicle are applied to the contract balance; and
|
• |
the month in which the contract reaches its 150th day of delinquency.
|
• |
the Receivables as of the close of business on the Cutoff Date;
|
• |
all rights, benefits, obligations and proceeds arising from or in connection with the Receivables, including the right to receive payments collected after the Cutoff Date with respect to the
Receivables;
|
• |
security interests in the financed vehicles securing the Receivables, and any other interest of the Issuing Entity in such financed vehicles;
|
• |
the related Receivable files, and any other property securing a Receivable;
|
• |
all rights to insurance proceeds and liquidation proceeds with respect to the Receivables;
|
• |
certain rights under the Receivables Purchase Agreement and the Bank Receivables Purchase Agreement; and
|
• |
funds on deposit from time to time in the Collection Account, Reserve Account and the Note Distribution Account, and the proceeds thereof (excluding investment earnings on such accounts to the extent
described herein).
|
• |
that portion of all amounts actually received on or prior to the close of business on the last day of the related Collection Period allocable to principal using the simple interest method;
|
• |
any Warranty Purchase Payment or Administrative Purchase Payment with respect to the Receivable allocable to principal (to the extent not included in the first bullet above); and
|
• |
any Prepayments or other payments applied to reduce the unpaid principal balance of the Receivable (to the extent not included in the first bullet above).
|
• |
has an original term of not more than 72 months,
|
• |
has a current principal balance of at least $1,500.00,
|
• |
has an APR within the range of 0.01% to 15.00%,
|
• |
provides for level monthly payments that fully amortize the amount financed over the original term of the related contract,
|
• |
is not more than 29 days past due as of the Cutoff Date,
|
• |
does not have a maturity date later than the last day of the Collection Period immediately preceding the Final Scheduled Payment Date of the Class A-4 Notes, and
|
• |
does not have any notation in the Servicer’s records indicating the Obligor is the subject of a bankruptcy proceeding.
|
Aggregate Principal Balance
|
$1,391,674,844.86
|
Number of Contracts
|
38,188
|
Average Principal Balance Outstanding
|
$36,442.73
|
Principal Balance (range)
|
$1,752.99 to $185,269.24
|
Average Original Amount Financed
|
$49,152.04
|
Original Amount Financed (range)
|
$3,500.00 to $210,254.21
|
Weighted Average APR(1)
|
4.37%
|
APR (range)
|
0.01% to 14.99%
|
Weighted Average Original Term(1)
|
64.52 months
|
Original Term (range)
|
24 months to 72 months
|
Weighted Average Remaining Term(1)
|
51.76 months
|
Remaining Term (range)
|
6 months to 71 months
|
Weighted Average FICO Score(1)
|
787
|
__________ |
|
(1) Weighted by principal balance as of the Cutoff Date.
|
Aggregate Principal Balance
|
$1,670,093,594.79
|
Number of Contracts
|
45,857
|
Average Principal Balance Outstanding
|
$36,419.60
|
Principal Balance (range)
|
$1,752.99 to $185,269.24
|
Average Original Amount Financed
|
$49,079.25
|
Original Amount Financed (range)
|
$3,500.00 to $210,254.21
|
Weighted Average APR(1)
|
4.37%
|
APR (range)
|
0.01% to 14.99%
|
Weighted Average Original Term(1)
|
64.56 months
|
Original Term (range)
|
24 months to 72 months
|
Weighted Average Remaining Term(1)
|
51.78 months
|
Remaining Term (range)
|
6 months to 71 months
|
Weighted Average FICO Score(1)
|
787
|
__________ |
|
(1) Weighted by principal balance as of the Cutoff Date.
|
Range of APRs
|
Number of Receivables
|
Percentage of
Number of Receivables(1) |
Aggregate
Principal Balance |
Percentage
of Aggregate Principal Balance(1) |
||||||||||||
0.01% to 0.50%
|
2
|
0.01
|
%
|
$
|
47,758.20
|
*
|
||||||||||
0.51% to 1.00%
|
2,024
|
5.30
|
44,664,524.81
|
3.21
|
%
|
|||||||||||
1.01% to 1.50%
|
266
|
0.70
|
4,496,229.25
|
0.32
|
||||||||||||
1.51% to 2.00%
|
5,793
|
15.17
|
156,804,647.25
|
11.27
|
||||||||||||
2.01% to 2.50%
|
1,643
|
4.30
|
34,966,588.49
|
2.51
|
||||||||||||
2.51% to 3.00%
|
6,176
|
16.17
|
192,434,456.62
|
13.83
|
||||||||||||
3.01% to 3.50%
|
2,224
|
5.82
|
60,509,226.10
|
4.35
|
||||||||||||
3.51% to 4.00%
|
4,103
|
10.74
|
143,584,144.72
|
10.32
|
||||||||||||
4.01% to 4.50%
|
2,322
|
6.08
|
92,139,480.50
|
6.62
|
||||||||||||
4.51% to 5.00%
|
3,860
|
10.11
|
175,938,901.41
|
12.64
|
||||||||||||
5.01% to 5.50%
|
2,345
|
6.14
|
130,532,672.21
|
9.38
|
||||||||||||
5.51% to 6.00%
|
3,079
|
8.06
|
145,661,047.89
|
10.47
|
||||||||||||
6.01% to 6.50%
|
1,730
|
4.53
|
99,053,667.68
|
7.12
|
||||||||||||
6.51% to 7.00%
|
931
|
2.44
|
43,416,445.53
|
3.12
|
||||||||||||
7.01% to 7.50%
|
509
|
1.33
|
23,146,062.38
|
1.66
|
||||||||||||
7.51% to 8.00%
|
280
|
0.73
|
9,712,392.95
|
0.70
|
||||||||||||
8.01% to 8.50%
|
220
|
0.58
|
8,927,498.96
|
0.64
|
||||||||||||
8.51% to 9.00%
|
206
|
0.54
|
6,577,057.01
|
0.47
|
||||||||||||
9.01% to 9.50%
|
119
|
0.31
|
5,796,405.30
|
0.42
|
||||||||||||
9.51% to 10.00%
|
118
|
0.31
|
4,086,564.36
|
0.29
|
||||||||||||
10.01% to 10.50%
|
80
|
0.21
|
3,457,539.15
|
0.25
|
||||||||||||
10.51% to 11.00%
|
33
|
0.09
|
1,103,009.58
|
0.08
|
||||||||||||
11.01% to 11.50%
|
35
|
0.09
|
1,836,188.82
|
0.13
|
||||||||||||
11.51% to 12.00%
|
40
|
0.10
|
1,288,477.62
|
0.09
|
||||||||||||
12.01% to 12.50%
|
15
|
0.04
|
496,950.23
|
0.04
|
||||||||||||
12.51% to 13.00%
|
11
|
0.03
|
356,101.65
|
0.03
|
||||||||||||
13.01% to 13.50%
|
13
|
0.03
|
483,399.20
|
0.03
|
||||||||||||
13.51% to 14.00%
|
7
|
0.02
|
62,127.65
|
*
|
||||||||||||
14.01% to 14.50%
|
3
|
0.01
|
72,334.69
|
0.01
|
||||||||||||
14.51% to 15.00%
|
1
|
*
|
22,944.65
|
*
|
||||||||||||
Totals
|
38,188
|
100.00
|
%
|
$
|
1,391,674,844.86
|
100.00
|
%
|
Range of APRs
|
Number of Receivables
|
Percentage of
Number of Receivables(1) |
Aggregate
Principal Balance |
Percentage
of Aggregate Principal Balance(1) |
||||||||||||
0.01% to 0.50%
|
2
|
*
|
$
|
47,758.20
|
*
|
|||||||||||
0.51% to 1.00%
|
2,422
|
5.28
|
%
|
53,812,761.49
|
3.22
|
%
|
||||||||||
1.01% to 1.50%
|
318
|
0.69
|
5,405,545.25
|
0.32
|
||||||||||||
1.51% to 2.00%
|
6,941
|
15.14
|
188,001,417.28
|
11.26
|
||||||||||||
2.01% to 2.50%
|
1,973
|
4.30
|
41,956,844.72
|
2.51
|
||||||||||||
2.51% to 3.00%
|
7,446
|
16.24
|
231,685,606.19
|
13.87
|
||||||||||||
3.01% to 3.50%
|
2,707
|
5.90
|
73,313,906.61
|
4.39
|
||||||||||||
3.51% to 4.00%
|
4,884
|
10.65
|
171,487,337.87
|
10.27
|
||||||||||||
4.01% to 4.50%
|
2,789
|
6.08
|
110,063,058.76
|
6.59
|
||||||||||||
4.51% to 5.00%
|
4,610
|
10.05
|
211,173,906.14
|
12.64
|
||||||||||||
5.01% to 5.50%
|
2,835
|
6.18
|
157,421,680.36
|
9.43
|
||||||||||||
5.51% to 6.00%
|
3,674
|
8.01
|
172,886,852.45
|
10.35
|
||||||||||||
6.01% to 6.50%
|
2,075
|
4.52
|
118,502,516.70
|
7.10
|
||||||||||||
6.51% to 7.00%
|
1,136
|
2.48
|
53,273,726.93
|
3.19
|
||||||||||||
7.01% to 7.50%
|
606
|
1.32
|
27,311,458.77
|
1.64
|
||||||||||||
7.51% to 8.00%
|
344
|
0.75
|
12,076,799.36
|
0.72
|
||||||||||||
8.01% to 8.50%
|
265
|
0.58
|
10,779,945.03
|
0.65
|
||||||||||||
8.51% to 9.00%
|
259
|
0.56
|
8,220,975.40
|
0.49
|
||||||||||||
9.01% to 9.50%
|
154
|
0.34
|
7,399,501.51
|
0.44
|
||||||||||||
9.51% to 10.00%
|
137
|
0.30
|
4,763,050.72
|
0.29
|
||||||||||||
10.01% to 10.50%
|
93
|
0.20
|
4,067,795.04
|
0.24
|
||||||||||||
10.51% to 11.00%
|
41
|
0.09
|
1,287,679.13
|
0.08
|
||||||||||||
11.01% to 11.50%
|
40
|
0.09
|
2,064,549.24
|
0.12
|
||||||||||||
11.51% to 12.00%
|
46
|
0.10
|
1,436,454.81
|
0.09
|
||||||||||||
12.01% to 12.50%
|
18
|
0.04
|
558,935.65
|
0.03
|
||||||||||||
12.51% to 13.00%
|
14
|
0.03
|
400,613.85
|
0.02
|
||||||||||||
13.01% to 13.50%
|
14
|
0.03
|
492,087.87
|
0.03
|
||||||||||||
13.51% to 14.00%
|
8
|
0.02
|
84,378.53
|
0.01
|
||||||||||||
14.01% to 14.50%
|
4
|
0.01
|
81,187.40
|
*
|
||||||||||||
14.51% to 15.00%
|
2
|
*
|
35,263.53
|
*
|
||||||||||||
Totals
|
45,857
|
100.00
|
%
|
$
|
1,670,093,594.79
|
100.00
|
%
|
Geographic Location
|
Number of
Receivables |
Percentage of
Number of Receivables(2) |
Aggregate
Principal Balance |
Percentage
of Aggregate Principal Balance(2) |
||||||||||||
Alabama
|
428
|
1.12
|
%
|
$
|
17,115,562.43
|
1.23
|
%
|
|||||||||
Alaska
|
53
|
0.14
|
2,036,011.09
|
0.15
|
||||||||||||
Arizona
|
671
|
1.76
|
25,973,069.06
|
1.87
|
||||||||||||
Arkansas
|
150
|
0.39
|
5,843,715.72
|
0.42
|
||||||||||||
California
|
7,022
|
18.39
|
253,504,929.02
|
18.22
|
||||||||||||
Colorado
|
920
|
2.41
|
33,158,745.73
|
2.38
|
||||||||||||
Connecticut
|
616
|
1.61
|
18,697,365.89
|
1.34
|
||||||||||||
Delaware
|
148
|
0.39
|
5,267,556.75
|
0.38
|
||||||||||||
Florida
|
3,734
|
9.78
|
145,503,250.30
|
10.46
|
||||||||||||
Georgia
|
1,656
|
4.34
|
65,650,674.42
|
4.72
|
||||||||||||
Hawaii
|
185
|
0.48
|
6,096,697.58
|
0.44
|
||||||||||||
Idaho
|
58
|
0.15
|
1,943,535.92
|
0.14
|
||||||||||||
Illinois
|
1,434
|
3.76
|
52,299,378.46
|
3.76
|
||||||||||||
Indiana
|
254
|
0.67
|
8,788,046.88
|
0.63
|
||||||||||||
Iowa
|
111
|
0.29
|
4,569,742.98
|
0.33
|
||||||||||||
Kansas
|
163
|
0.43
|
5,635,709.44
|
0.40
|
||||||||||||
Kentucky
|
170
|
0.45
|
5,868,054.13
|
0.42
|
||||||||||||
Louisiana
|
451
|
1.18
|
18,020,297.33
|
1.29
|
||||||||||||
Maine
|
131
|
0.34
|
3,978,458.26
|
0.29
|
||||||||||||
Massachusetts
|
1,244
|
3.26
|
39,006,095.20
|
2.80
|
||||||||||||
Michigan
|
596
|
1.56
|
22,905,493.83
|
1.65
|
||||||||||||
Minnesota
|
295
|
0.77
|
10,492,507.35
|
0.75
|
||||||||||||
Mississippi
|
226
|
0.59
|
8,945,035.08
|
0.64
|
||||||||||||
Missouri
|
361
|
0.95
|
11,646,634.73
|
0.84
|
||||||||||||
Montana
|
35
|
0.09
|
1,447,607.32
|
0.10
|
||||||||||||
Nebraska
|
72
|
0.19
|
2,558,400.33
|
0.18
|
||||||||||||
Nevada
|
318
|
0.83
|
11,501,617.14
|
0.83
|
||||||||||||
New Hampshire
|
277
|
0.73
|
8,567,826.66
|
0.62
|
||||||||||||
New Jersey
|
2,236
|
5.86
|
80,243,610.92
|
5.77
|
||||||||||||
New Mexico
|
183
|
0.48
|
6,718,481.54
|
0.48
|
||||||||||||
New York
|
1,654
|
4.33
|
53,794,661.09
|
3.87
|
||||||||||||
North Carolina
|
956
|
2.50
|
33,848,253.68
|
2.43
|
||||||||||||
North Dakota
|
12
|
0.03
|
561,410.71
|
0.04
|
||||||||||||
Ohio
|
677
|
1.77
|
20,481,102.35
|
1.47
|
||||||||||||
Oklahoma
|
214
|
0.56
|
8,463,703.29
|
0.61
|
||||||||||||
Oregon
|
449
|
1.18
|
16,212,512.83
|
1.16
|
||||||||||||
Pennsylvania
|
1,664
|
4.36
|
52,651,450.99
|
3.78
|
||||||||||||
Rhode Island
|
122
|
0.32
|
3,829,654.91
|
0.28
|
||||||||||||
South Carolina
|
679
|
1.78
|
21,570,190.82
|
1.55
|
||||||||||||
South Dakota
|
25
|
0.07
|
937,199.11
|
0.07
|
||||||||||||
Tennessee
|
598
|
1.57
|
22,380,097.82
|
1.61
|
||||||||||||
Texas
|
4,178
|
10.94
|
171,659,526.66
|
12.33
|
||||||||||||
Utah
|
169
|
0.44
|
6,369,597.48
|
0.46
|
||||||||||||
Vermont
|
85
|
0.22
|
2,077,164.90
|
0.15
|
||||||||||||
Virginia
|
1,269
|
3.32
|
48,397,058.12
|
3.48
|
||||||||||||
Washington
|
899
|
2.35
|
33,379,921.69
|
2.40
|
||||||||||||
West Virginia
|
54
|
0.14
|
1,753,013.10
|
0.13
|
||||||||||||
Wisconsin
|
264
|
0.69
|
8,684,307.17
|
0.62
|
||||||||||||
Wyoming
|
22
|
0.06
|
639,906.65
|
0.05
|
||||||||||||
Totals
|
38,188
|
100.00
|
%
|
$
|
1,391,674,844.86
|
100.00
|
%
|
Geographic Location
|
Number of
Receivables |
Percentage of
Number of Receivables(2) |
Aggregate
Principal Balance |
Percentage
of Aggregate Principal Balance(2) |
||||||||||||
Alabama
|
511
|
1.11
|
%
|
$
|
20,361,703.66
|
1.22
|
%
|
|||||||||
Alaska
|
67
|
0.15
|
2,637,163.77
|
0.16
|
||||||||||||
Arizona
|
816
|
1.78
|
31,415,943.91
|
1.88
|
||||||||||||
Arkansas
|
186
|
0.41
|
7,177,252.11
|
0.43
|
||||||||||||
California
|
8,459
|
18.45
|
302,941,906.03
|
18.14
|
||||||||||||
Colorado
|
1,084
|
2.36
|
39,282,144.04
|
2.35
|
||||||||||||
Connecticut
|
754
|
1.64
|
23,310,986.25
|
1.40
|
||||||||||||
Delaware
|
177
|
0.39
|
6,294,072.10
|
0.38
|
||||||||||||
Florida
|
4,507
|
9.83
|
176,045,844.43
|
10.54
|
||||||||||||
Georgia
|
1,988
|
4.34
|
78,952,796.38
|
4.73
|
||||||||||||
Hawaii
|
228
|
0.50
|
7,444,380.87
|
0.45
|
||||||||||||
Idaho
|
77
|
0.17
|
2,525,405.05
|
0.15
|
||||||||||||
Illinois
|
1,728
|
3.77
|
63,661,091.68
|
3.81
|
||||||||||||
Indiana
|
311
|
0.68
|
10,668,231.17
|
0.64
|
||||||||||||
Iowa
|
141
|
0.31
|
5,761,730.40
|
0.34
|
||||||||||||
Kansas
|
198
|
0.43
|
6,861,039.06
|
0.41
|
||||||||||||
Kentucky
|
206
|
0.45
|
7,204,535.68
|
0.43
|
||||||||||||
Louisiana
|
552
|
1.20
|
22,192,531.06
|
1.33
|
||||||||||||
Maine
|
166
|
0.36
|
5,190,487.44
|
0.31
|
||||||||||||
Massachusetts
|
1,494
|
3.26
|
46,472,305.89
|
2.78
|
||||||||||||
Michigan
|
707
|
1.54
|
27,358,241.53
|
1.64
|
||||||||||||
Minnesota
|
359
|
0.78
|
12,402,101.77
|
0.74
|
||||||||||||
Mississippi
|
272
|
0.59
|
10,740,352.41
|
0.64
|
||||||||||||
Missouri
|
428
|
0.93
|
13,629,882.63
|
0.82
|
||||||||||||
Montana
|
46
|
0.10
|
1,882,389.91
|
0.11
|
||||||||||||
Nebraska
|
88
|
0.19
|
3,216,096.04
|
0.19
|
||||||||||||
Nevada
|
363
|
0.79
|
13,527,782.78
|
0.81
|
||||||||||||
New Hampshire
|
335
|
0.73
|
10,349,054.18
|
0.62
|
||||||||||||
New Jersey
|
2,675
|
5.83
|
96,000,835.45
|
5.75
|
||||||||||||
New Mexico
|
225
|
0.49
|
8,437,080.36
|
0.51
|
||||||||||||
New York
|
2,001
|
4.36
|
64,831,207.11
|
3.88
|
||||||||||||
North Carolina
|
1,150
|
2.51
|
40,760,701.33
|
2.44
|
||||||||||||
North Dakota
|
13
|
0.03
|
593,255.27
|
0.04
|
||||||||||||
Ohio
|
793
|
1.73
|
23,912,873.70
|
1.43
|
||||||||||||
Oklahoma
|
248
|
0.54
|
9,626,143.64
|
0.58
|
||||||||||||
Oregon
|
550
|
1.20
|
19,621,910.71
|
1.17
|
||||||||||||
Pennsylvania
|
1,992
|
4.34
|
62,976,394.81
|
3.77
|
||||||||||||
Rhode Island
|
154
|
0.34
|
4,920,176.25
|
0.29
|
||||||||||||
South Carolina
|
822
|
1.79
|
26,234,364.12
|
1.57
|
||||||||||||
South Dakota
|
32
|
0.07
|
1,123,845.64
|
0.07
|
||||||||||||
Tennessee
|
695
|
1.52
|
26,238,690.14
|
1.57
|
||||||||||||
Texas
|
4,974
|
10.85
|
203,931,041.29
|
12.21
|
||||||||||||
Utah
|
202
|
0.44
|
7,620,119.83
|
0.46
|
||||||||||||
Vermont
|
94
|
0.20
|
2,350,791.15
|
0.14
|
||||||||||||
Virginia
|
1,508
|
3.29
|
58,189,564.33
|
3.48
|
||||||||||||
Washington
|
1,075
|
2.34
|
39,977,570.73
|
2.39
|
||||||||||||
West Virginia
|
69
|
0.15
|
2,330,012.57
|
0.14
|
||||||||||||
Wisconsin
|
308
|
0.67
|
9,930,896.24
|
0.59
|
||||||||||||
Wyoming
|
29
|
0.06
|
978,667.89
|
0.06
|
||||||||||||
Totals
|
45,857
|
100.00
|
%
|
$
|
1,670,093,594.79
|
100.00
|
%
|
Range of Remaining Terms
to Scheduled Maturity |
Number of Receivables
|
Percentage of
Number of Receivables(1) |
Aggregate
Principal Balance |
Percentage
of Aggregate Principal Balance(1) |
||||||||||||
6 months or less
|
110
|
0.29
|
%
|
$
|
511,664.69
|
0.04
|
%
|
|||||||||
7 months to 12 months
|
749
|
1.96
|
5,173,018.30
|
0.37
|
||||||||||||
13 months to 18 months
|
1,150
|
3.01
|
12,600,545.58
|
0.91
|
||||||||||||
19 months to 24 months
|
1,461
|
3.83
|
21,641,378.40
|
1.56
|
||||||||||||
25 months to 30 months
|
2,771
|
7.26
|
53,908,455.76
|
3.87
|
||||||||||||
31 months to 36 months
|
3,806
|
9.97
|
89,631,704.50
|
6.44
|
||||||||||||
37 months to 42 months
|
4,129
|
10.81
|
118,189,446.36
|
8.49
|
||||||||||||
43 months to 48 months
|
6,356
|
16.64
|
223,876,049.40
|
16.09
|
||||||||||||
49 months to 54 months
|
4,368
|
11.44
|
177,988,447.07
|
12.79
|
||||||||||||
55 months to 60 months
|
7,120
|
18.64
|
330,587,021.35
|
23.75
|
||||||||||||
61 months to 66 months
|
2,349
|
6.15
|
132,917,306.86
|
9.55
|
||||||||||||
67 months to 72 months
|
3,819
|
10.00
|
224,649,806.59
|
16.14
|
||||||||||||
Totals
|
38,188
|
100.00
|
%
|
$
|
1,391,674,844.86
|
100.00
|
%
|
Range of Remaining Terms
to Scheduled Maturity |
Number of Receivables
|
Percentage of
Number of Receivables(1) |
Aggregate
Principal Balance |
Percentage
of Aggregate Principal Balance(1) |
||||||||||||
6 months or less
|
121
|
0.26
|
%
|
$
|
558,535.55
|
0.03
|
%
|
|||||||||
7 months to 12 months
|
844
|
1.84
|
5,801,245.24
|
0.35
|
||||||||||||
13 months to 18 months
|
1,354
|
2.95
|
14,808,889.60
|
0.89
|
||||||||||||
19 months to 24 months
|
1,768
|
3.86
|
25,973,415.14
|
1.56
|
||||||||||||
25 months to 30 months
|
3,316
|
7.23
|
64,527,459.45
|
3.86
|
||||||||||||
31 months to 36 months
|
4,567
|
9.96
|
107,265,787.74
|
6.42
|
||||||||||||
37 months to 42 months
|
4,976
|
10.85
|
142,628,632.11
|
8.54
|
||||||||||||
43 months to 48 months
|
7,654
|
16.69
|
269,194,077.51
|
16.12
|
||||||||||||
49 months to 54 months
|
5,274
|
11.50
|
214,238,509.83
|
12.83
|
||||||||||||
55 months to 60 months
|
8,539
|
18.62
|
394,224,529.77
|
23.60
|
||||||||||||
61 months to 66 months
|
2,848
|
6.21
|
160,555,783.84
|
9.61
|
||||||||||||
67 months to 72 months
|
4,596
|
10.02
|
270,316,729.01
|
16.19
|
||||||||||||
Totals
|
45,857
|
100.00
|
%
|
$
|
1,670,093,594.79
|
100.00
|
%
|
Range of Original Terms
to Scheduled Maturity |
Number of Receivables
|
Percentage of
Number of Receivables(1) |
Aggregate
Principal Balance |
Percentage
of Aggregate Principal Balance(1) |
||||||||||||
13 months to 24 months
|
136
|
0.36
|
%
|
$
|
1,853,803.25
|
0.13
|
%
|
|||||||||
25 months to 36 months
|
1,320
|
3.46
|
27,427,990.04
|
1.97
|
||||||||||||
37 months to 48 months
|
1,460
|
3.82
|
35,935,929.14
|
2.58
|
||||||||||||
49 months to 60 months
|
20,611
|
53.97
|
694,640,625.89
|
49.91
|
||||||||||||
61 months to 72 months
|
14,661
|
38.39
|
631,816,496.54
|
45.40
|
||||||||||||
Totals
|
38,188
|
100.00
|
%
|
$
|
1,391,674,844.86
|
100.00
|
%
|
Range of Original Terms
to Scheduled Maturity |
Number of Receivables
|
Percentage of
Number of Receivables(1) |
Aggregate
Principal Balance |
Percentage
of Aggregate Principal Balance(1) |
||||||||||||
13 months to 24 months
|
161
|
0.35
|
%
|
$
|
2,140,114.85
|
0.13
|
%
|
|||||||||
25 months to 36 months
|
1,570
|
3.42
|
32,334,718.01
|
1.94
|
||||||||||||
37 months to 48 months
|
1,743
|
3.80
|
43,208,333.20
|
2.59
|
||||||||||||
49 months to 60 months
|
24,681
|
53.82
|
829,788,362.96
|
49.69
|
||||||||||||
61 months to 72 months
|
17,702
|
38.60
|
762,622,065.77
|
45.66
|
||||||||||||
Totals
|
45,857
|
100.00
|
%
|
$
|
1,670,093,594.79
|
100.00
|
%
|
Range of Remaining
Principal Balances ($) |
Number of Receivables
|
Percentage of
Number of Receivables(1) |
Aggregate
Principal Balance |
Percentage
of Aggregate Principal Balance(1) |
||||||||||||
0.01 to 2,500.00
|
119
|
0.31
|
%
|
$
|
255,227.50
|
0.02
|
%
|
|||||||||
2,500.01 to 5,000.00
|
750
|
1.96
|
2,901,488.12
|
0.21
|
||||||||||||
5,000.01 to 7,500.00
|
1,249
|
3.27
|
7,886,833.05
|
0.57
|
||||||||||||
7,500.01 to 10,000.00
|
1,412
|
3.70
|
12,418,783.84
|
0.89
|
||||||||||||
10,000.01 to 12,500.00
|
1,600
|
4.19
|
18,024,784.56
|
1.30
|
||||||||||||
12,500.01 to 15,000.00
|
1,754
|
4.59
|
24,196,877.46
|
1.74
|
||||||||||||
15,000.01 to 17,500.00
|
1,909
|
5.00
|
31,046,216.33
|
2.23
|
||||||||||||
17,500.01 to 20,000.00
|
1,947
|
5.10
|
36,508,479.25
|
2.62
|
||||||||||||
20,000.01 to 22,500.00
|
2,040
|
5.34
|
43,375,061.00
|
3.12
|
||||||||||||
22,500.01 to 25,000.00
|
1,940
|
5.08
|
46,103,649.97
|
3.31
|
||||||||||||
25,000.01 to 27,500.00
|
1,888
|
4.94
|
49,479,586.50
|
3.56
|
||||||||||||
27,500.01 to 30,000.00
|
1,815
|
4.75
|
52,141,873.01
|
3.75
|
||||||||||||
30,000.01 to 32,500.00
|
1,752
|
4.59
|
54,746,216.68
|
3.93
|
||||||||||||
32,500.01 to 35,000.00
|
1,671
|
4.38
|
56,378,106.31
|
4.05
|
||||||||||||
35,000.01 to 37,500.00
|
1,537
|
4.02
|
55,683,272.35
|
4.00
|
||||||||||||
37,500.01 to 40,000.00
|
1,423
|
3.73
|
55,096,003.75
|
3.96
|
||||||||||||
40,000.01 to 42,500.00
|
1,279
|
3.35
|
52,704,749.55
|
3.79
|
||||||||||||
42,500.01 to 45,000.00
|
1,084
|
2.84
|
47,411,680.99
|
3.41
|
||||||||||||
45,000.01 to 47,500.00
|
1,058
|
2.77
|
48,892,593.69
|
3.51
|
||||||||||||
47,500.01 to 50,000.00
|
967
|
2.53
|
47,084,147.89
|
3.38
|
||||||||||||
50,000.01 to 52,500.00
|
858
|
2.25
|
43,956,050.14
|
3.16
|
||||||||||||
52,500.01 to 55,000.00
|
770
|
2.02
|
41,388,712.77
|
2.97
|
||||||||||||
55,000.01 to 57,500.00
|
725
|
1.90
|
40,773,261.39
|
2.93
|
||||||||||||
57,500.01 to 60,000.00
|
673
|
1.76
|
39,518,281.14
|
2.84
|
||||||||||||
60,000.01 to 62,500.00
|
612
|
1.60
|
37,460,663.27
|
2.69
|
||||||||||||
62,500.01 to 65,000.00
|
567
|
1.48
|
36,138,601.94
|
2.60
|
||||||||||||
Greater than 65,000.00
|
4,789
|
12.54
|
410,103,642.41
|
29.47
|
||||||||||||
Totals
|
38,188
|
100.00
|
%
|
$
|
1,391,674,844.86
|
100.00
|
%
|
Range of Remaining
Principal Balances ($) |
Number of Receivables
|
Percentage of
Number of Receivables(1) |
Aggregate
Principal Balance |
Percentage
of Aggregate Principal Balance(1) |
||||||||||||
0.01 to 2,500.00
|
144
|
0.31
|
%
|
$
|
307,793.10
|
0.02
|
%
|
|||||||||
2,500.01 to 5,000.00
|
892
|
1.95
|
3,449,664.42
|
0.21
|
||||||||||||
5,000.01 to 7,500.00
|
1,485
|
3.24
|
9,359,720.46
|
0.56
|
||||||||||||
7,500.01 to 10,000.00
|
1,683
|
3.67
|
14,814,934.42
|
0.89
|
||||||||||||
10,000.01 to 12,500.00
|
1,933
|
4.22
|
21,772,166.47
|
1.30
|
||||||||||||
12,500.01 to 15,000.00
|
2,084
|
4.54
|
28,734,978.65
|
1.72
|
||||||||||||
15,000.01 to 17,500.00
|
2,319
|
5.06
|
37,721,964.70
|
2.26
|
||||||||||||
17,500.01 to 20,000.00
|
2,285
|
4.98
|
42,857,874.63
|
2.57
|
||||||||||||
20,000.01 to 22,500.00
|
2,428
|
5.29
|
51,632,420.31
|
3.09
|
||||||||||||
22,500.01 to 25,000.00
|
2,336
|
5.09
|
55,530,834.20
|
3.33
|
||||||||||||
25,000.01 to 27,500.00
|
2,304
|
5.02
|
60,403,808.72
|
3.62
|
||||||||||||
27,500.01 to 30,000.00
|
2,234
|
4.87
|
64,191,316.95
|
3.84
|
||||||||||||
30,000.01 to 32,500.00
|
2,123
|
4.63
|
66,329,764.10
|
3.97
|
||||||||||||
32,500.01 to 35,000.00
|
1,997
|
4.35
|
67,384,765.83
|
4.03
|
||||||||||||
35,000.01 to 37,500.00
|
1,844
|
4.02
|
66,820,923.03
|
4.00
|
||||||||||||
37,500.01 to 40,000.00
|
1,738
|
3.79
|
67,281,081.34
|
4.03
|
||||||||||||
40,000.01 to 42,500.00
|
1,519
|
3.31
|
62,590,659.98
|
3.75
|
||||||||||||
42,500.01 to 45,000.00
|
1,304
|
2.84
|
57,028,794.04
|
3.41
|
||||||||||||
45,000.01 to 47,500.00
|
1,285
|
2.80
|
59,389,965.06
|
3.56
|
||||||||||||
47,500.01 to 50,000.00
|
1,152
|
2.51
|
56,089,608.59
|
3.36
|
||||||||||||
50,000.01 to 52,500.00
|
1,027
|
2.24
|
52,608,050.16
|
3.15
|
||||||||||||
52,500.01 to 55,000.00
|
924
|
2.01
|
49,674,928.51
|
2.97
|
||||||||||||
55,000.01 to 57,500.00
|
886
|
1.93
|
49,825,577.29
|
2.98
|
||||||||||||
57,500.01 to 60,000.00
|
798
|
1.74
|
46,875,528.63
|
2.81
|
||||||||||||
60,000.01 to 62,500.00
|
750
|
1.64
|
45,912,826.30
|
2.75
|
||||||||||||
62,500.01 to 65,000.00
|
674
|
1.47
|
42,952,421.71
|
2.57
|
||||||||||||
Greater than 65,000.00
|
5,709
|
12.45
|
488,551,223.19
|
29.25
|
||||||||||||
Totals
|
45,857
|
100.00
|
%
|
$
|
1,670,093,594.79
|
100.00
|
%
|
Delinquency Experience(1)
(Dollars In Thousands) |
|||||||||||||||
At
March 31, |
At
December 31, |
||||||||||||||
2023
|
2022
|
2022
|
2021
|
2020
|
2019
|
2018
|
|||||||||
Number of Contracts Outstanding
|
662,584
|
683,430
|
661,560
|
688,973
|
666,268
|
656,617
|
639,615
|
||||||||
Delinquencies as a Percent of Contracts Outstanding
|
|||||||||||||||
30-59 days
|
0.71%
|
0.58%
|
0.70%
|
0.58%
|
0.71%
|
1.09%
|
1.15%
|
||||||||
60-89 days
|
0.25%
|
0.23%
|
0.30%
|
0.24%
|
0.32%
|
0.39%
|
0.45%
|
||||||||
90 days or more
|
0.23%
|
0.30%
|
0.33%
|
0.31%
|
0.74%
|
0.37%
|
0.47%
|
||||||||
Total
|
1.19%
|
1.11%
|
1.33%
|
1.13%
|
1.77%
|
1.85%
|
2.07%
|
||||||||
Dollar Delinquencies as a Percent of Principal Balance Outstanding
|
|||||||||||||||
30-59 days
|
0.71%
|
0.54%
|
0.69%
|
0.52%
|
0.63%
|
1.02%
|
1.05%
|
||||||||
60-89 days
|
0.26%
|
0.20%
|
0.30%
|
0.21%
|
0.29%
|
0.36%
|
0.42%
|
||||||||
90 days or more
|
0.22%
|
0.24%
|
0.29%
|
0.23%
|
0.73%
|
0.36%
|
0.44%
|
||||||||
Total
|
1.19%
|
0.98%
|
1.28%
|
0.96%
|
1.65%
|
1.73%
|
1.91%
|
Net Credit Loss and Repossession Experience(1)
(Dollars in Thousands) |
|||||||||||||||
For the three
months ended March 31, |
For the year ended December 31, |
||||||||||||||
2023
|
2022
|
2022
|
2021
|
2020
|
2019
|
2018
|
|||||||||
Principal Balance Outstanding
|
$19,286,882
|
$18,568,933
|
$18,855,226
|
$18,426,354
|
$16,481,838
|
$15,848,506
|
$15,679,410
|
||||||||
Average Principal Balance Outstanding
|
$19,071,054
|
$18,497,644
|
$18,640,790
|
$17,454,096
|
$16,165,172
|
$15,763,958
|
$15,342,579
|
||||||||
Number of Contracts Outstanding
|
662,584
|
683,430
|
661,560
|
688,973
|
666,268
|
656,617
|
639,615
|
||||||||
Average Number of Contracts
Outstanding |
662,072
|
686,202
|
675,267
|
677,621
|
661,443
|
648,116
|
625,660
|
||||||||
Charge-offs—full period actuals
|
$16,793
|
$6,096
|
$41,834
|
$47,485
|
$78,283
|
$115,802
|
$129,582
|
||||||||
Recoveries—full period actuals
|
$(2,692)
|
$(2,656)
|
$(8,418)
|
$(11,675)
|
$(7,688)
|
$(7,069)
|
$(7,413)
|
||||||||
Net Losses
|
$14,102
|
$3,440
|
$33,416
|
$35,811
|
$70,595
|
$108,733
|
$122,169
|
||||||||
Number of Repossessions sold
|
429
|
323
|
1,511
|
2,721
|
3,537
|
5,694
|
6,008
|
||||||||
Number of Repossessions sold as a percent of the Average Number of Contracts Outstanding
|
0.26%*
|
0.19%*
|
0.22%
|
0.40%
|
0.53%
|
0.88%
|
0.96%
|
||||||||
Net Losses as a percent of Average Principal Balance Outstanding
|
0.30%*
|
0.07%*
|
0.18%
|
0.21%
|
0.44%
|
0.69%
|
0.80%
|
• |
Available Amounts remaining after (i) the Servicer has been paid the related Servicing Fee and reimbursed for non-recoverable Advances, and (ii) the Indenture Trustee, the Owner Trustee and the Asset
Representations Reviewer have been paid all fees, expenses, indemnification amounts and other payments due to each such party (subject to an aggregate cap prior to the acceleration of the Notes), and
|
• |
amounts drawn from the Reserve Account to fund any Available Amounts Shortfall, to the extent available.
|
• |
an amount equal to (i) the aggregate principal amount of the Notes outstanding as of the preceding Payment Date (after giving effect to any principal payments made on the Notes on that preceding
Payment Date) or the Closing Date (in the case of the first Payment Date), as the case may be, minus (ii) the Adjusted Pool Balance with respect to that Payment Date less the Target Overcollateralization Amount with respect to that Payment
Date; over
|
• |
the First Priority Principal Distribution Amount with respect to that Payment Date to the extent paid;
|
• |
first, to the Class A-1 Notes until paid in full;
|
• |
second, to the Class A-2a Notes and the Class A-2b Notes (together, the “Class A-2 Notes”), pro rata, based on the outstanding principal amount of those
classes of Notes, until each such class is paid in full;
|
• |
third, to the Class A-3 Notes until paid in full; and
|
• |
fourth, to the Class A-4 Notes until paid in full.
|
• |
first, to the Class A-1 Notes until paid in full; and
|
• |
second, to the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, based on the outstanding principal amount of those classes of Notes, until each such
class is paid in full.
|
• |
first, to the Notes, ratably, interest on the Notes in the amount accruing up to such distribution date, computed by pro rating the amount that would
otherwise be payable on the next succeeding Payment Date on the basis of (x) the number (in the case of the Notes other than the Class A-1 Notes and the Class A-2b Notes, not to exceed 30) of days elapsed from the preceding Payment Date
divided by (y) 30; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a
pro rata basis based upon the amount of interest due on each class of Notes;
|
• |
second, to the Noteholders in the order and priority set forth in the third to last paragraph under the heading “—Principal”
above, in an amount equal to the FDIC Principal Amount for such distribution date;
|
• |
third, to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Specified Reserve Account
Balance (calculated as if such distribution date were a Payment Date); and
|
• |
fourth, any remaining amounts, to the Certificateholders.
|
• |
first, to the Noteholders, ratably, interest on the Notes in the amount accruing up to such distribution date, computed by pro rating the amount that would
otherwise be payable on the next succeeding Payment Date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes and the Class A-2b
|
Notes, not to exceed 30) of days elapsed from the preceding Payment Date divided by (y) 30; provided that if there are not sufficient funds available to pay the entire amount of the accrued and
unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each class of Notes;
|
• |
second, to the Class A-1 Notes until paid in full; and
|
• |
third, to the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, based on
the outstanding principal amount of those classes of Notes, until each such class is paid in full.
|
• |
first, pro rata, to the Indenture Trustee (in each of its capacities under the Transfer and Servicing Agreements), the Owner Trustee and the Asset
Representations Reviewer, based on amounts due to each such party, the amount of any fees, expenses, indemnification amounts and other payments due to each such party pursuant to the terms of the Indenture, the Trust Agreement and the Asset
Representations Review Agreement, respectively;
|
• |
second, to the Servicer for amounts due in respect of unpaid Servicing Fees and unreimbursed Advances;
|
• |
third, to the Notes, due and unpaid interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes in
respect of interest;
|
• |
fourth, to the holders of the Class A-1 Notes to pay due and unpaid principal on the Class A-1 Notes, until paid in full;
|
• |
fifth, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-2a Notes, the Class A-2b Notes, the Class
A-3 Notes and the Class A-4 Notes in respect of principal, until paid in full; and
|
• |
sixth, to the Certificateholder, any remaining amounts.
|
• |
a Delinquency Trigger occurs; and
|
• |
the required amount of Noteholders vote to direct an Asset Representations Review.
|
• |
a trade confirmation;
|
• |
an account statement;
|
• |
a letter from a broker dealer that is acceptable to the Indenture Trustee or Administrator, as applicable; or
|
• |
any other form of documentation that is acceptable to the Indenture Trustee or the Administrator, as applicable.
|
• |
its experience with delinquency in its securitization transactions, and in its portfolio of receivables,
|
• |
its experience setting delinquency triggers in its private securitization programs,
|
• |
its observation that 60 or more days delinquency rates and cumulative losses in its securitization transactions increase over time, and
|
• |
its assessment of the amount of cumulative losses that would result in a greater risk of loss to noteholders of the most junior notes issued in its securitization transactions.
|
• |
the Administrator advises the Indenture Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to those Notes and the
Depositor, the Administrator or the Indenture Trustee is unable to locate a qualified successor;
|
• |
the Administrator, at its option, with the consent of the applicable DTC Participants, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through DTC; or
|
• |
after the occurrence of an Event of Default with respect to the Notes, holders representing in the aggregate at least a majority of the outstanding principal amount of the Notes acting together as a
single class advise the Indenture Trustee through DTC in writing that the continuation of a book-entry system through DTC (or its successor) with respect to those Notes is no longer in the best
interests of the holders of those Notes.
|
• |
Available Amounts,
|
• |
the Noteholders’ interest distributions,
|
• |
the Principal Distribution Amount, and
|
• |
based on the Available Amounts and other amounts available for payment on the related Payment Date as described below, the amount to be distributed to the Noteholders.
|
• |
that portion of all collections on Receivables (excluding any collections constituting late fees, prepayment charges, deferment fees and other administrative fees or similar charges) allocable to
interest (including the amount, if any, of Advances for that Collection Period, but excluding the amount, if any, of reimbursements of Advances previously made with respect to a Receivable to the Servicer from amounts received in respect of
the Receivable);
|
• |
the Administrative Purchase Payments or Warranty Purchase Payments with respect to each Administrative Receivable or Warranty Receivable purchased from the Issuing Entity with respect to the related
Collection Period, respectively, to the extent attributable to accrued interest on that Receivable (less the amount, if any, of reimbursements of Advances previously made with respect to a Receivable to the Servicer from the Administrative
Purchase Payments or Warranty Purchase Payments with respect to the Receivable);
|
• |
Recoveries for that Collection Period to the extent allocable to interest;
|
• |
Liquidation Proceeds for that Collection Period to the extent allocable to interest; and
|
• |
net losses on investments deposited by the Servicer;
|
• |
the portion of all collections on Receivables (excluding any collections constituting late fees, prepayment charges, deferment fees and other administrative fees or similar charges) allocable to
principal;
|
• |
Recoveries for that Collection Period to the extent allocable to principal;
|
• |
Liquidation Proceeds for that Collection Period to the extent allocable to principal; and
|
• |
that portion allocable to principal of the Administrative Purchase Payments or Warranty Purchase Payments with respect to all Administrative Receivables or Warranty Receivables, respectively,
purchased from the Issuing Entity with respect to the related Collection Period;
|
• |
the related financed vehicle has been repossessed and liquidated,
|
• |
the related financed vehicle has been repossessed in excess of 90 days and has not yet been liquidated,
|
• |
the Servicer has determined in accordance with its collection policies that all amounts that it expects to receive with respect to the Receivable have been received, or
|
• |
the end of the Collection Period in which the Receivable becomes 150 days or more past due.
|
• |
first, to the Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to prior Collection Periods, and non-recoverable Advances;
|
• |
second, to the Indenture Trustee (in each of its capacities under the Transfer and Servicing Agreements), the Owner Trustee and the Asset Representations
Reviewer, the amount of any fees, expenses, indemnification amounts and other payments due and owing to each such party, pro rata, based on amounts due to each such party, in an aggregate amount not to exceed $250,000 per year;
|
• |
third, to the Noteholders, the aggregate amount of interest accrued for the related interest accrual period on each of the Class A-1 Notes, the Class A-2a
Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes, at their respective interest rates on the principal amount outstanding as of the previous Payment Date after giving effect to all payments of principal to the
Noteholders on the preceding Payment Date, and the excess, if any, of the amount of interest payable to the Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on
that shortfall at the related interest rate, to the extent permitted by law;
|
• |
fourth, to the Principal Distribution Account, the First Priority Principal Distribution Amount, if any, which will be allocated among the Notes as described
above under “Description of the Notes— Principal”;
|
• |
fifth, to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal the
Specified Reserve Account Balance;
|
• |
sixth, to the Principal Distribution Account, the Regular Principal Distribution Amount, if any, which will be allocated among the Notes as described above
under “Description of the Notes—Principal”;
|
• |
seventh, pro rata, based on amounts due, to the Indenture Trustee, the Owner Trustee, and the Asset Representations Reviewer the amount of any fees,
expenses, indemnification amounts and other payments due to each such party and not paid pursuant to clause second above; and
|
• |
eighth, any Available Amounts remaining, to the Certificateholders.
|
• |
the Receivables prepay in full at the specified constant percentage of ABS monthly, with no defaults, losses or repurchases;
|
• |
each scheduled monthly payment on each Receivable is scheduled to be made and is made on the last day of each month and each month has 30 days;
|
• |
payments are made on the Notes on each Payment Date, and each Payment Date is assumed to be the 25th day of each applicable month;
|
• |
the balance in the Reserve Account on each Payment Date is equal to the lesser of (a) (i) if the aggregate initial principal amount of the Notes is $1,250,000,000, $3,205,134.80, and (ii) if the
aggregate initial principal amount of the Notes is $1,500,000,000, $3,846,160.57, and (b) the aggregate outstanding principal amount of the Notes on such Payment Date (after giving effect to all payments of principal to the Noteholders on
such Payment Date);
|
• |
except as indicated in the ABS Tables, the Servicer does not exercise its option to purchase the Receivables on the earliest Payment Date on which its option may be exercised;
|
• |
the related pool of Receivables has a cutoff date as of the close of business on May 31, 2023;
|
• |
the Servicing Fee is equal to the product of 1/12 and 1.00% of the aggregate outstanding principal balance of the Receivables as of the first day of the related Collection Period; provided that, in
the case of the first Payment Date, the Servicing Fee will be an amount equal to the sum of (a) the product of 1/12 and 1.00% of the aggregate outstanding principal balance of the Receivables as of the Cutoff Date and (b) the product of 1/12
and 1.00% of the aggregate outstanding principal balance of the Receivables as of the close of business on June 30, 2023;
|
• |
there are no fees, expenses, indemnification amounts or other payments due and payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer in any monthly period;
|
• |
the Closing Date is July 18, 2023;
|
• |
if (i) the aggregate initial principal amount of the Notes is $1,250,000,000, the initial principal amount of the Class A-1 Notes is $291,500,000, of the Class A-3 Notes is $437,500,000 and of the
Class A-4 Notes is $83,500,000, and (ii) the aggregate initial principal amount of the Notes is $1,500,000,000, the initial principal amount of the Class A-1 Notes is $350,000,000, of the Class A-3 Notes is $525,000,000 and of the Class A-4
Notes is $100,000,000;
|
• |
if (i) the aggregate initial principal amount of the Notes is $1,250,000,000, the initial principal amount of the Class A-2 Notes is allocated to the Class A-2a Notes in the amount of $218,750,000
and to the Class A-2b Notes in the amount of $218,750,000 and (ii) the aggregate initial principal amount of the Notes is $1,500,000,000, the initial principal amount of the Class A-2 Notes is allocated to the Class A-2a Notes in the amount
of $262,500,000 and to the Class A-2b Notes in the amount of $262,500,000;
|
• |
the interest on the Class A-1 Notes is 5.670% based on an actual/360 day count, on the Class A-2a Notes is 5.88% based on a 30/360 day count, on the Class A-2b Notes is 5.90000% based on an
actual/360 day count, on the Class A-3 Notes is 5.21% based on a 30/360 day count, and on the Class A-4 Notes is 5.09% based on a 30/360 day count; and
|
• |
the Yield Supplement Overcollateralization Amount schedules set forth below are utilized to calculate the weighted average lives and percentages of original principal amounts at various ABS
percentages. The actual Yield Supplement Overcollateralization Amount may differ depending on the actual prepayments, losses and repurchases on the Receivables with APRs less than the Required Rate. For purposes of the Yield Supplement
Overcollateralization Amount schedules set forth below, the Required Rate is assumed to be 8.60% for any Payment Date. As of the Closing Date, the Yield Supplement Overcollateralization Amount will equal
the Initial Yield Supplement Overcollateralization Amount.
|
Payment Date |
Yield Supplement
Overcollateralization Amount |
Payment Date |
Yield Supplement
Overcollateralization Amount |
|||
Closing Date
|
$109,620,926.13
|
July 2026
|
$11,609,782.03
|
|||
August 2023
|
$101,404,789.92
|
August 2026
|
$10,528,915.90
|
|||
September 2023
|
$97,414,030.92
|
September 2026
|
$9,519,169.00
|
|||
October 2023
|
$93,502,612.98
|
October 2026
|
$8,578,386.79
|
|||
November 2023
|
$89,671,396.17
|
November 2026
|
$7,705,251.43
|
|||
December 2023
|
$85,921,247.68
|
December 2026
|
$6,897,828.95
|
|||
January 2024
|
$82,253,041.86
|
January 2027
|
$6,154,322.09
|
|||
February 2024
|
$78,667,228.59
|
February 2027
|
$5,472,928.07
|
|||
March 2024
|
$75,164,253.60
|
March 2027
|
$4,848,486.13
|
|||
April 2024
|
$71,744,519.48
|
April 2027
|
$4,276,035.73
|
|||
May 2024
|
$68,408,571.03
|
May 2027
|
$3,752,623.14
|
|||
June 2024
|
$65,156,877.00
|
June 2027
|
$3,275,803.82
|
|||
July 2024
|
$61,989,920.65
|
July 2027
|
$2,842,767.86
|
|||
August 2024
|
$58,907,990.46
|
August 2027
|
$2,451,248.69
|
|||
September 2024
|
$55,911,445.14
|
September 2027
|
$2,099,252.29
|
|||
October 2024
|
$53,000,573.63
|
October 2027
|
$1,784,974.32
|
|||
November 2024
|
$50,175,772.98
|
November 2027
|
$1,506,868.87
|
|||
December 2024
|
$47,437,168.97
|
December 2027
|
$1,263,065.60
|
|||
January 2025
|
$44,784,989.27
|
January 2028
|
$1,052,008.86
|
|||
February 2025
|
$42,219,258.57
|
February 2028
|
$871,639.11
|
|||
March 2025
|
$39,739,828.15
|
March 2028
|
$717,526.17
|
|||
April 2025
|
$37,346,620.39
|
April 2028
|
$585,364.88
|
|||
May 2025
|
$35,039,830.42
|
May 2028
|
$472,308.04
|
|||
June 2025
|
$32,819,660.35
|
June 2028
|
$375,579.86
|
|||
July 2025
|
$30,686,394.61
|
July 2028
|
$292,347.78
|
|||
August 2025
|
$28,640,102.35
|
August 2028
|
$221,573.66
|
|||
September 2025
|
$26,680,186.72
|
September 2028
|
$162,464.08
|
|||
October 2025
|
$24,805,657.81
|
October 2028
|
$114,090.24
|
|||
November 2025
|
$23,015,626.27
|
November 2028
|
$75,766.34
|
|||
December 2025
|
$21,308,983.31
|
December 2028
|
$46,665.83
|
|||
January 2026
|
$19,685,093.99
|
January 2029
|
$25,926.21
|
|||
February 2026
|
$18,143,062.63
|
February 2029
|
$12,556.30
|
|||
March 2026
|
$16,681,214.61
|
March 2029
|
$5,004.37
|
|||
April 2026
|
$15,298,157.72
|
April 2029
|
$1,287.82
|
|||
May 2026
|
$13,992,810.32
|
May 2029
|
$0.00
|
|||
June 2026
|
$12,763,875.85
|
Payment Date |
Yield Supplement
Overcollateralization Amount |
Payment Date |
Yield Supplement
Overcollateralization Amount |
|||
Closing Date
|
$131,629,368.54
|
July 2026
|
$13,941,382.11
|
|||
August 2023
|
$121,768,561.07
|
August 2026
|
$12,643,454.51
|
|||
September 2023
|
$116,978,590.49
|
September 2026
|
$11,430,980.10
|
|||
October 2023
|
$112,283,600.95
|
October 2026
|
$10,301,364.29
|
|||
November 2023
|
$107,684,622.22
|
November 2026
|
$9,252,961.10
|
|||
December 2023
|
$103,182,692.58
|
December 2026
|
$8,283,322.91
|
|||
January 2024
|
$98,778,858.93
|
January 2027
|
$7,390,441.93
|
|||
February 2024
|
$94,473,703.70
|
February 2027
|
$6,572,107.44
|
|||
March 2024
|
$90,267,759.12
|
March 2027
|
$5,822,197.77
|
|||
April 2024
|
$86,161,525.00
|
April 2027
|
$5,134,813.33
|
|||
May 2024
|
$82,155,684.72
|
May 2027
|
$4,506,390.82
|
|||
June 2024
|
$78,250,836.22
|
June 2027
|
$3,934,049.35
|
|||
July 2024
|
$74,447,604.66
|
July 2027
|
$3,414,346.04
|
|||
August 2024
|
$70,746,390.16
|
August 2027
|
$2,944,506.66
|
|||
September 2024
|
$67,147,659.72
|
September 2027
|
$2,522,116.70
|
|||
October 2024
|
$63,651,801.57
|
October 2027
|
$2,144,967.61
|
|||
November 2024
|
$60,259,265.86
|
November 2027
|
$1,811,174.55
|
|||
December 2024
|
$56,970,229.46
|
December 2027
|
$1,518,538.40
|
|||
January 2025
|
$53,784,936.37
|
January 2028
|
$1,265,154.76
|
|||
February 2025
|
$50,703,460.53
|
February 2028
|
$1,048,551.47
|
|||
March 2025
|
$47,725,612.38
|
March 2028
|
$863,390.45
|
|||
April 2025
|
$44,851,330.30
|
April 2028
|
$704,480.57
|
|||
May 2025
|
$42,080,838.18
|
May 2028
|
$568,463.08
|
|||
June 2025
|
$39,414,351.23
|
June 2028
|
$451,999.96
|
|||
July 2025
|
$36,852,221.53
|
July 2028
|
$351,740.61
|
|||
August 2025
|
$34,394,526.11
|
August 2028
|
$266,505.36
|
|||
September 2025
|
$32,040,554.41
|
September 2028
|
$195,335.00
|
|||
October 2025
|
$29,789,153.64
|
October 2028
|
$137,120.96
|
|||
November 2025
|
$27,639,278.72
|
November 2028
|
$90,998.59
|
|||
December 2025
|
$25,589,605.37
|
December 2028
|
$55,983.56
|
|||
January 2026
|
$23,639,361.97
|
January 2029
|
$31,034.80
|
|||
February 2026
|
$21,787,465.63
|
February 2029
|
$14,978.74
|
|||
March 2026
|
$20,031,903.17
|
March 2029
|
$5,951.89
|
|||
April 2026
|
$18,370,887.97
|
April 2029
|
$1,517.20
|
|||
May 2026
|
$16,803,204.67
|
May 2029
|
$0.00
|
|||
June 2026
|
$15,327,333.07
|
Pool
|
Aggregate
Principal Balance |
Weighted Average APR
|
Weighted Average Original Term
(in Months) |
Weighted Average Stated Remaining Term
(in Months) |
|||||||||||
1
|
$
|
2,303,881.12
|
2.804
|
%
|
57
|
10
|
|||||||||
2
|
4,115,399.12
|
2.893
|
%
|
57
|
16
|
||||||||||
3
|
5,939,269.16
|
2.995
|
%
|
59
|
22
|
||||||||||
4
|
14,560,846.83
|
2.434
|
%
|
60
|
28
|
||||||||||
5
|
16,959,207.33
|
2.716
|
%
|
59
|
34
|
||||||||||
6
|
24,998,750.86
|
2.524
|
%
|
63
|
40
|
||||||||||
7
|
29,636,586.58
|
3.095
|
%
|
63
|
46
|
||||||||||
8
|
31,678,809.16
|
4.093
|
%
|
64
|
52
|
||||||||||
9
|
33,919,786.25
|
4.791
|
%
|
65
|
57
|
||||||||||
10
|
21,192,632.31
|
5.448
|
%
|
72
|
64
|
||||||||||
11
|
23,014,927.88
|
6.184
|
%
|
72
|
69
|
||||||||||
12
|
3,380,801.87
|
2.406
|
%
|
50
|
10
|
||||||||||
13
|
8,485,146.46
|
2.525
|
%
|
52
|
16
|
||||||||||
14
|
15,702,109.24
|
2.889
|
%
|
50
|
21
|
||||||||||
15
|
39,347,608.93
|
2.316
|
%
|
57
|
28
|
||||||||||
16
|
72,672,497.17
|
2.713
|
%
|
57
|
34
|
||||||||||
17
|
93,190,695.50
|
2.672
|
%
|
62
|
39
|
||||||||||
18
|
194,239,462.82
|
3.110
|
%
|
61
|
45
|
||||||||||
19
|
146,309,637.91
|
4.413
|
%
|
64
|
52
|
||||||||||
20
|
296,667,235.10
|
4.983
|
%
|
64
|
57
|
||||||||||
21
|
111,724,674.55
|
5.791
|
%
|
72
|
64
|
||||||||||
22
|
201,634,878.71
|
6.318
|
%
|
72
|
69
|
||||||||||
Total
|
$
|
1,391,674,844.86
|
4.372
|
%
|
Pool
|
Aggregate
Principal Balance |
Weighted Average APR
|
Weighted Average Original Term
(in Months) |
Weighted Average Stated Remaining Term
(in Months) |
|||||||||||
1
|
$
|
2,466,666.83
|
2.789
|
%
|
56
|
10
|
|||||||||
2
|
4,923,462.51
|
2.870
|
%
|
57
|
16
|
||||||||||
3
|
7,258,153.05
|
2.969
|
%
|
58
|
22
|
||||||||||
4
|
17,231,824.80
|
2.426
|
%
|
60
|
28
|
||||||||||
5
|
20,463,016.59
|
2.703
|
%
|
59
|
34
|
||||||||||
6
|
29,875,452.79
|
2.520
|
%
|
63
|
40
|
||||||||||
7
|
35,989,043.85
|
3.070
|
%
|
63
|
46
|
||||||||||
8
|
38,507,312.26
|
4.099
|
%
|
64
|
52
|
||||||||||
9
|
40,864,255.74
|
4.824
|
%
|
65
|
57
|
||||||||||
10
|
24,984,723.03
|
5.465
|
%
|
72
|
64
|
||||||||||
11
|
27,330,260.26
|
6.164
|
%
|
72
|
69
|
||||||||||
12
|
3,893,113.96
|
2.392
|
%
|
49
|
10
|
||||||||||
13
|
9,885,427.09
|
2.506
|
%
|
52
|
16
|
||||||||||
14
|
18,715,262.09
|
2.875
|
%
|
50
|
21
|
||||||||||
15
|
47,295,634.65
|
2.327
|
%
|
57
|
28
|
||||||||||
16
|
86,802,771.15
|
2.712
|
%
|
57
|
34
|
||||||||||
17
|
112,753,179.32
|
2.658
|
%
|
62
|
39
|
||||||||||
18
|
233,205,033.66
|
3.132
|
%
|
61
|
45
|
||||||||||
19
|
175,731,197.57
|
4.400
|
%
|
64
|
52
|
||||||||||
20
|
353,360,274.03
|
4.974
|
%
|
64
|
57
|
||||||||||
21
|
135,571,060.81
|
5.797
|
%
|
72
|
64
|
||||||||||
22
|
242,986,468.75
|
6.309
|
%
|
72
|
69
|
||||||||||
Total
|
$
|
1,670,093,594.79
|
4.370
|
%
|
Payment Date
|
0.50%
|
1.00%
|
1.40%
|
1.60%
|
2.00%
|
||||
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
August 2023
|
79.31%
|
73.61%
|
68.25%
|
65.18%
|
57.58%
|
||||
September 2023
|
69.03%
|
60.67%
|
52.82%
|
48.33%
|
37.28%
|
||||
October 2023
|
58.79%
|
47.91%
|
37.68%
|
31.85%
|
17.76%
|
||||
November 2023
|
48.60%
|
35.31%
|
22.84%
|
15.75%
|
0.00%
|
||||
December 2023
|
38.45%
|
22.88%
|
8.31%
|
0.03%
|
0.00%
|
||||
January 2024
|
28.35%
|
10.62%
|
0.00%
|
0.00%
|
0.00%
|
||||
February 2024
|
18.30%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
March 2024
|
8.29%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
April 2024
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
Weighted Average Life to Maturity (years)(2)
|
0.39
|
0.31
|
0.26
|
0.24
|
0.20
|
||||
Weighted Average Life to Call (years)(2)(3)
|
0.39
|
0.31
|
0.26
|
0.24
|
0.20
|
(1) |
Percentages assume that an optional purchase by the Servicer does not occur.
|
(2) |
The weighted average life of the Class A-1 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the
date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).
|
(3) |
The weighted average life to call assumes that an optional purchase by the Servicer occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii) before giving effect
to any payment of principal required to be made on that Payment Date.
|
Payment Date
|
0.50%
|
1.00%
|
1.40%
|
1.60%
|
2.00%
|
||||
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
August 2023
|
79.35%
|
73.66%
|
68.31%
|
65.25%
|
57.81%
|
||||
September 2023
|
69.09%
|
60.74%
|
52.90%
|
48.43%
|
37.60%
|
||||
October 2023
|
58.87%
|
48.00%
|
37.79%
|
31.98%
|
17.98%
|
||||
November 2023
|
48.70%
|
35.42%
|
22.97%
|
15.90%
|
0.00%
|
||||
December 2023
|
38.58%
|
23.01%
|
8.46%
|
0.20%
|
0.00%
|
||||
January 2024
|
28.50%
|
10.78%
|
0.00%
|
0.00%
|
0.00%
|
||||
February 2024
|
18.46%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
March 2024
|
8.47%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
April 2024
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
Weighted Average Life to Maturity (years)(2)
|
0.39
|
0.31
|
0.26
|
0.24
|
0.20
|
||||
Weighted Average Life to Call (years)(2)(3)
|
0.39
|
0.31
|
0.26
|
0.24
|
0.20
|
(1) |
Percentages assume that an optional purchase by the Servicer does not occur.
|
(2) |
The weighted average life of the Class A-1 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the
date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).
|
(3) |
The weighted average life to call assumes that an optional purchase by the Servicer occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii) before giving effect
to any payment of principal required to be made on that Payment Date.
|
Payment Date
|
0.50%
|
1.00%
|
1.40%
|
1.60%
|
2.00%
|
||||
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
August 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
September 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
October 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
November 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
99.20%
|
||||
December 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
86.94%
|
||||
January 2024
|
100.00%
|
100.00%
|
96.05%
|
89.80%
|
75.06%
|
||||
February 2024
|
100.00%
|
99.03%
|
86.76%
|
79.83%
|
63.56%
|
||||
March 2024
|
100.00%
|
91.10%
|
77.68%
|
70.11%
|
52.44%
|
||||
April 2024
|
98.88%
|
83.28%
|
68.80%
|
60.65%
|
41.75%
|
||||
May 2024
|
92.40%
|
75.68%
|
60.20%
|
51.51%
|
31.41%
|
||||
June 2024
|
85.94%
|
68.20%
|
51.80%
|
42.61%
|
21.44%
|
||||
July 2024
|
79.51%
|
60.83%
|
43.60%
|
33.95%
|
11.82%
|
||||
August 2024
|
73.12%
|
53.58%
|
35.59%
|
25.55%
|
2.61%
|
||||
September 2024
|
66.75%
|
46.44%
|
27.78%
|
17.39%
|
0.00%
|
||||
October 2024
|
60.41%
|
39.42%
|
20.17%
|
9.48%
|
0.00%
|
||||
November 2024
|
54.27%
|
32.65%
|
12.86%
|
1.88%
|
0.00%
|
||||
December 2024
|
48.16%
|
25.98%
|
5.73%
|
0.00%
|
0.00%
|
||||
January 2025
|
42.07%
|
19.43%
|
0.00%
|
0.00%
|
0.00%
|
||||
February 2025
|
36.02%
|
12.99%
|
0.00%
|
0.00%
|
0.00%
|
||||
March 2025
|
29.99%
|
6.67%
|
0.00%
|
0.00%
|
0.00%
|
||||
April 2025
|
24.15%
|
0.58%
|
0.00%
|
0.00%
|
0.00%
|
||||
May 2025
|
18.39%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
June 2025
|
12.65%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
July 2025
|
6.95%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
August 2025
|
1.27%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
September 2025
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
Weighted Average Life to Maturity (years)(2)
|
1.46
|
1.20
|
1.01
|
0.92
|
0.76
|
||||
Weighted Average Life to Call (years)(2)(3)
|
1.46
|
1.20
|
1.01
|
0.92
|
0.76
|
(1) |
Percentages assume that an optional purchase by the Servicer does not occur.
|
(2) |
The weighted average lives of the Class A-2a Notes and the Class A-2b Notes are determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years
from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).
|
(3) |
The weighted average life to call assumes that an optional purchase by the Servicer occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii) before giving effect
to any payment of principal required to be made on that Payment Date.
|
Payment Date
|
0.50%
|
1.00%
|
1.40%
|
1.60%
|
2.00%
|
||||
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
August 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
September 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
October 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
November 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
99.36%
|
||||
December 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
87.10%
|
||||
January 2024
|
100.00%
|
100.00%
|
96.16%
|
89.92%
|
75.22%
|
||||
February 2024
|
100.00%
|
99.14%
|
86.88%
|
79.95%
|
63.72%
|
||||
March 2024
|
100.00%
|
91.22%
|
77.80%
|
70.24%
|
52.60%
|
||||
April 2024
|
99.02%
|
83.41%
|
68.92%
|
60.78%
|
41.90%
|
||||
May 2024
|
92.53%
|
75.81%
|
60.33%
|
51.63%
|
31.56%
|
||||
June 2024
|
86.08%
|
68.33%
|
51.92%
|
42.73%
|
21.58%
|
||||
July 2024
|
79.65%
|
60.96%
|
43.72%
|
34.08%
|
11.96%
|
||||
August 2024
|
73.26%
|
53.71%
|
35.71%
|
25.67%
|
2.70%
|
||||
September 2024
|
66.89%
|
46.57%
|
27.90%
|
17.51%
|
0.00%
|
||||
October 2024
|
60.55%
|
39.55%
|
20.29%
|
9.59%
|
0.00%
|
||||
November 2024
|
54.41%
|
32.77%
|
12.97%
|
1.99%
|
0.00%
|
||||
December 2024
|
48.29%
|
26.10%
|
5.84%
|
0.00%
|
0.00%
|
||||
January 2025
|
42.20%
|
19.55%
|
0.00%
|
0.00%
|
0.00%
|
||||
February 2025
|
36.15%
|
13.11%
|
0.00%
|
0.00%
|
0.00%
|
||||
March 2025
|
30.12%
|
6.78%
|
0.00%
|
0.00%
|
0.00%
|
||||
April 2025
|
24.27%
|
0.68%
|
0.00%
|
0.00%
|
0.00%
|
||||
May 2025
|
18.51%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
June 2025
|
12.77%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
July 2025
|
7.07%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
August 2025
|
1.39%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
September 2025
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
Weighted Average Life to Maturity (years)(2)
|
1.46
|
1.20
|
1.01
|
0.92
|
0.76
|
||||
Weighted Average Life to Call (years)(2)(3)
|
1.46
|
1.20
|
1.01
|
0.92
|
0.76
|
(1) |
Percentages assume that an optional purchase by the Servicer does not occur.
|
(2) |
The weighted average lives of the Class A-2a Notes and the Class A-2b Notes are determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years
from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).
|
(3) |
The weighted average life to call assumes that an optional purchase by the Servicer occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii) before giving effect
to any payment of principal required to be made on that Payment Date.
|
Payment Date
|
0.50%
|
1.00%
|
1.40%
|
1.60%
|
2.00%
|
||||
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
August 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
September 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
October 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
November 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
December 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
January 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
February 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
March 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
April 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
May 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
June 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
July 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
August 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
September 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
93.75%
|
||||
October 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
85.24%
|
||||
November 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
77.06%
|
||||
December 2024
|
100.00%
|
100.00%
|
100.00%
|
94.51%
|
69.22%
|
||||
January 2025
|
100.00%
|
100.00%
|
98.79%
|
87.39%
|
61.79%
|
||||
February 2025
|
100.00%
|
100.00%
|
92.05%
|
80.50%
|
54.68%
|
||||
March 2025
|
100.00%
|
100.00%
|
85.50%
|
73.86%
|
47.91%
|
||||
April 2025
|
100.00%
|
100.00%
|
79.24%
|
67.51%
|
41.56%
|
||||
May 2025
|
100.00%
|
94.63%
|
73.18%
|
61.41%
|
35.49%
|
||||
June 2025
|
100.00%
|
88.80%
|
67.30%
|
55.53%
|
29.71%
|
||||
July 2025
|
100.00%
|
83.08%
|
61.61%
|
49.89%
|
24.23%
|
||||
August 2025
|
100.00%
|
77.46%
|
56.11%
|
44.48%
|
19.07%
|
||||
September 2025
|
95.63%
|
71.96%
|
50.80%
|
39.29%
|
14.19%
|
||||
October 2025
|
90.01%
|
66.57%
|
45.67%
|
34.35%
|
10.01%
|
||||
November 2025
|
84.79%
|
61.55%
|
40.88%
|
29.69%
|
6.03%
|
||||
December 2025
|
79.61%
|
56.64%
|
36.25%
|
25.24%
|
2.25%
|
||||
January 2026
|
74.44%
|
51.83%
|
31.80%
|
21.00%
|
0.00%
|
||||
February 2026
|
69.31%
|
47.12%
|
27.52%
|
16.97%
|
0.00%
|
||||
March 2026
|
64.20%
|
42.51%
|
23.41%
|
13.16%
|
0.00%
|
||||
April 2026
|
59.12%
|
38.01%
|
19.48%
|
9.56%
|
0.00%
|
||||
May 2026
|
54.57%
|
33.95%
|
15.89%
|
6.25%
|
0.00%
|
||||
June 2026
|
50.04%
|
29.98%
|
12.46%
|
3.12%
|
0.00%
|
||||
July 2026
|
45.54%
|
26.11%
|
9.18%
|
0.18%
|
0.00%
|
||||
August 2026
|
41.06%
|
22.32%
|
6.06%
|
0.00%
|
0.00%
|
||||
September 2026
|
36.60%
|
18.64%
|
3.09%
|
0.00%
|
0.00%
|
||||
October 2026
|
32.62%
|
15.31%
|
0.38%
|
0.00%
|
0.00%
|
||||
November 2026
|
28.76%
|
12.15%
|
0.00%
|
0.00%
|
0.00%
|
||||
December 2026
|
24.93%
|
9.05%
|
0.00%
|
0.00%
|
0.00%
|
||||
January 2027
|
21.12%
|
6.04%
|
0.00%
|
0.00%
|
0.00%
|
||||
February 2027
|
17.33%
|
3.11%
|
0.00%
|
0.00%
|
0.00%
|
||||
March 2027
|
13.56%
|
0.26%
|
0.00%
|
0.00%
|
0.00%
|
||||
April 2027
|
10.60%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
May 2027
|
7.77%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
June 2027
|
4.95%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
July 2027
|
2.15%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
August 2027
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
Weighted Average Life to Maturity (years)(2)
|
3.03
|
2.65
|
2.30
|
2.11
|
1.75
|
||||
Weighted Average Life to Call (years)(2)(3)
|
3.03
|
2.65
|
2.30
|
2.11
|
1.75
|
(1) |
Percentages assume that an optional purchase by the Servicer does not occur.
|
(2) |
The weighted average life of the Class A-3 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the
date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).
|
(3) |
The weighted average life to call assumes that an optional purchase by the Servicer occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii) before giving effect
to any payment of principal required to be made on that Payment Date.
|
Payment Date
|
0.50%
|
1.00%
|
1.40%
|
1.60%
|
2.00%
|
||||
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
August 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
September 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
October 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
November 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
December 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
January 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
February 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
March 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
April 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
May 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
June 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
July 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
August 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
September 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
93.84%
|
||||
October 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
85.32%
|
||||
November 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
77.14%
|
||||
December 2024
|
100.00%
|
100.00%
|
100.00%
|
94.62%
|
69.30%
|
||||
January 2025
|
100.00%
|
100.00%
|
98.90%
|
87.49%
|
61.86%
|
||||
February 2025
|
100.00%
|
100.00%
|
92.15%
|
80.59%
|
54.75%
|
||||
March 2025
|
100.00%
|
100.00%
|
85.60%
|
73.94%
|
47.97%
|
||||
April 2025
|
100.00%
|
100.00%
|
79.33%
|
67.59%
|
41.62%
|
||||
May 2025
|
100.00%
|
94.74%
|
73.26%
|
61.49%
|
35.55%
|
||||
June 2025
|
100.00%
|
88.90%
|
67.39%
|
55.61%
|
29.76%
|
||||
July 2025
|
100.00%
|
83.18%
|
61.69%
|
49.96%
|
24.27%
|
||||
August 2025
|
100.00%
|
77.56%
|
56.19%
|
44.55%
|
19.11%
|
||||
September 2025
|
95.74%
|
72.05%
|
50.87%
|
39.36%
|
14.24%
|
||||
October 2025
|
90.11%
|
66.66%
|
45.75%
|
34.41%
|
10.06%
|
||||
November 2025
|
84.90%
|
61.64%
|
40.95%
|
29.75%
|
6.07%
|
||||
December 2025
|
79.71%
|
56.72%
|
36.32%
|
25.30%
|
2.29%
|
||||
January 2026
|
74.54%
|
51.91%
|
31.86%
|
21.06%
|
0.00%
|
||||
February 2026
|
69.40%
|
47.20%
|
27.58%
|
17.03%
|
0.00%
|
||||
March 2026
|
64.29%
|
42.59%
|
23.47%
|
13.21%
|
0.00%
|
||||
April 2026
|
59.21%
|
38.08%
|
19.54%
|
9.61%
|
0.00%
|
||||
May 2026
|
54.65%
|
34.02%
|
15.95%
|
6.30%
|
0.00%
|
||||
June 2026
|
50.12%
|
30.05%
|
12.51%
|
3.17%
|
0.00%
|
||||
July 2026
|
45.61%
|
26.17%
|
9.23%
|
0.23%
|
0.00%
|
||||
August 2026
|
41.13%
|
22.38%
|
6.11%
|
0.00%
|
0.00%
|
||||
September 2026
|
36.67%
|
18.69%
|
3.14%
|
0.00%
|
0.00%
|
||||
October 2026
|
32.68%
|
15.37%
|
0.43%
|
0.00%
|
0.00%
|
||||
November 2026
|
28.83%
|
12.20%
|
0.00%
|
0.00%
|
0.00%
|
||||
December 2026
|
24.99%
|
9.11%
|
0.00%
|
0.00%
|
0.00%
|
||||
January 2027
|
21.18%
|
6.10%
|
0.00%
|
0.00%
|
0.00%
|
||||
February 2027
|
17.39%
|
3.16%
|
0.00%
|
0.00%
|
0.00%
|
||||
March 2027
|
13.61%
|
0.32%
|
0.00%
|
0.00%
|
0.00%
|
||||
April 2027
|
10.65%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
May 2027
|
7.83%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
June 2027
|
5.01%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
July 2027
|
2.21%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
August 2027
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
Weighted Average Life to Maturity (years)(2)
|
3.03
|
2.65
|
2.30
|
2.12
|
1.75
|
||||
Weighted Average Life to Call (years)(2)(3)
|
3.03
|
2.65
|
2.30
|
2.12
|
1.75
|
(1) |
Percentages assume that an optional purchase by the Servicer does not occur.
|
(2) |
The weighted average life of the Class A-3 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the
date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).
|
(3) |
The weighted average life to call assumes that an optional purchase by the Servicer occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii) before giving effect
to any payment of principal required to be made on that Payment Date.
|
Payment Date
|
0.50%
|
|
1.00%
|
|
1.40%
|
|
1.60%
|
|
2.00%
|
Closing Date
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
August 2023
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
September 2023
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
October 2023
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
November 2023
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
December 2023
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
January 2024
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
February 2024
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
March 2024
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
April 2024
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
May 2024
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
June 2024
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
July 2024
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
August 2024
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
September 2024
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
October 2024
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
November 2024
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
December 2024
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
January 2025
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
February 2025
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
March 2025
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
April 2025
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
May 2025
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
June 2025
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
July 2025
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
August 2025
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
September 2025
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
October 2025
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
November 2025
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
December 2025
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
January 2026
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
93.04%
|
February 2026
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
75.35%
|
March 2026
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
58.72%
|
April 2026
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
43.48%
|
May 2026
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
30.86%
|
June 2026
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
18.98%
|
July 2026
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
7.83%
|
August 2026
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
86.53%
|
|
0.00%
|
September 2026
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
73.11%
|
|
0.00%
|
October 2026
|
100.00%
|
|
100.00%
|
|
100.00%
|
|
60.66%
|
|
0.00%
|
November 2026
|
100.00%
|
|
100.00%
|
|
88.60%
|
|
49.05%
|
|
0.00%
|
December 2026
|
100.00%
|
|
100.00%
|
|
75.91%
|
|
38.27%
|
|
0.00%
|
January 2027
|
100.00%
|
|
100.00%
|
|
63.91%
|
|
28.33%
|
|
0.00%
|
February 2027
|
100.00%
|
|
100.00%
|
|
52.61%
|
|
19.24%
|
|
0.00%
|
March 2027
|
100.00%
|
|
100.00%
|
|
42.02%
|
|
11.00%
|
|
0.00%
|
April 2027
|
100.00%
|
|
89.38%
|
|
33.08%
|
|
3.70%
|
|
0.00%
|
May 2027
|
100.00%
|
|
78.05%
|
|
24.79%
|
|
0.00%
|
|
0.00%
|
June 2027
|
100.00%
|
|
67.03%
|
|
17.00%
|
|
0.00%
|
|
0.00%
|
July 2027
|
100.00%
|
|
56.33%
|
|
9.73%
|
|
0.00%
|
|
0.00%
|
August 2027
|
96.71%
|
|
45.94%
|
|
2.98%
|
|
0.00%
|
|
0.00%
|
September 2027
|
82.22%
|
|
35.88%
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
October 2027
|
67.82%
|
|
26.15%
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
November 2027
|
56.75%
|
|
18.55%
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
December 2027
|
45.75%
|
|
11.19%
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
January 2028
|
34.81%
|
|
4.07%
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
February 2028
|
23.93%
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
March 2028
|
13.13%
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
April 2028
|
7.87%
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
May 2028
|
2.64%
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
June 2028
|
0.00%
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Life to Maturity (years)(2)
|
4.46
|
|
4.13
|
|
3.69
|
|
3.41
|
|
2.79
|
Weighted Average Life to Call (years)(2)(3)
|
4.39
|
|
4.05
|
|
3.62
|
|
3.36
|
|
2.77
|
(1) |
Percentages assume that an optional purchase by the Servicer does not occur.
|
(2) |
The weighted average life of the Class A-4 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the
Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).
|
(3) |
The weighted average life to call assumes that an optional purchase by the Servicer occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii)
before giving effect to any payment of principal required to be made on that Payment Date.
|
Payment Date
|
0.50%
|
1.00%
|
1.40%
|
1.60%
|
2.00%
|
||||
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
August 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
September 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
October 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
November 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
December 2023
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
January 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
February 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
March 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
April 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
May 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
June 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
July 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
August 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
September 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
October 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
November 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
December 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
January 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
February 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
March 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
April 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
May 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
June 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
July 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
August 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
September 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
October 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
November 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
December 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||
January 2026
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
93.23%
|
||||
February 2026
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
75.49%
|
||||
March 2026
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
58.84%
|
||||
April 2026
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
43.56%
|
||||
May 2026
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
30.92%
|
||||
June 2026
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
19.01%
|
||||
July 2026
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
7.85%
|
||||
August 2026
|
100.00%
|
100.00%
|
100.00%
|
86.74%
|
0.00%
|
||||
September 2026
|
100.00%
|
100.00%
|
100.00%
|
73.29%
|
0.00%
|
||||
October 2026
|
100.00%
|
100.00%
|
100.00%
|
60.82%
|
0.00%
|
||||
November 2026
|
100.00%
|
100.00%
|
88.83%
|
49.18%
|
0.00%
|
||||
December 2026
|
100.00%
|
100.00%
|
76.11%
|
38.38%
|
0.00%
|
||||
January 2027
|
100.00%
|
100.00%
|
64.09%
|
28.41%
|
0.00%
|
||||
February 2027
|
100.00%
|
100.00%
|
52.76%
|
19.30%
|
0.00%
|
||||
March 2027
|
100.00%
|
100.00%
|
42.15%
|
11.05%
|
0.00%
|
||||
April 2027
|
100.00%
|
89.62%
|
33.19%
|
3.73%
|
0.00%
|
||||
May 2027
|
100.00%
|
78.28%
|
24.88%
|
0.00%
|
0.00%
|
||||
June 2027
|
100.00%
|
67.24%
|
17.08%
|
0.00%
|
0.00%
|
||||
July 2027
|
100.00%
|
56.51%
|
9.79%
|
0.00%
|
0.00%
|
||||
August 2027
|
97.02%
|
46.11%
|
3.03%
|
0.00%
|
0.00%
|
||||
September 2027
|
82.51%
|
36.03%
|
0.00%
|
0.00%
|
0.00%
|
||||
October 2027
|
68.08%
|
26.28%
|
0.00%
|
0.00%
|
0.00%
|
||||
November 2027
|
57.01%
|
18.67%
|
0.00%
|
0.00%
|
0.00%
|
||||
December 2027
|
45.99%
|
11.30%
|
0.00%
|
0.00%
|
0.00%
|
||||
January 2028
|
35.04%
|
4.18%
|
0.00%
|
0.00%
|
0.00%
|
||||
February 2028
|
24.16%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
March 2028
|
13.35%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
April 2028
|
8.05%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
May 2028
|
2.79%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
June 2028
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||
|
|
|
|
|
|||||
Weighted Average Life to Maturity (years)(2)
|
4.46
|
4.13
|
3.70
|
3.41
|
2.79
|
||||
Weighted Average Life to Call (years)(2)(3)
|
4.39
|
4.05
|
3.62
|
3.36
|
2.77
|
(1) |
Percentages assume that an optional purchase by the Servicer does not occur.
|
(2) |
The weighted average life of the Class A-4 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the
Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).
|
(3) |
The weighted average life to call assumes that an optional purchase by the Servicer occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii)
before giving effect to any payment of principal required to be made on that Payment Date.
|
• |
Reports on Form 8-K (Current Report) including as exhibits thereto the Transfer and Servicing Agreements;
|
• |
Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K related
to the type of event;
|
• |
Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance, asset representations review and investor communication information required on Form
10-D, which are required to be filed 15 days following the related Payment Date;
|
• |
Reports on Form ABS-EE (Submission of Electronic Exhibits for Asset-Backed Securities), including as exhibits thereto monthly asset-level data for the related Collection Period and the Receivables,
which exhibits will be incorporated by reference into the related Form 10-D; and
|
• |
Report on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year, and the items required pursuant to Items 1122 and 1123 of Regulation AB of the
Securities Act.
|
• |
Each Receivable (a) was originated in the United States of America by the Seller (in the case of any Receivable originated through the “lease to loan” program described in this prospectus), by BMW
Bank (in the case of any Receivable acquired by BMW FS from BMW Bank) or by a Dealer located in the United States of America, in each case in the ordinary course of such originator’s business and in compliance with the Seller’s customary
credit policies and practices as of the date of origination or acquisition of such Receivable, (b) is payable in United States dollars, (c) has been fully and properly executed or electronically authenticated by the parties thereto, (d)
except in the case of any Receivable originated through the “lease to loan” program or acquired by BMW FS from BMW Bank, has been (i) purchased by the Seller from the Dealer under an existing Dealer Agreement and (ii) validly assigned by such
Dealer to the Seller, and (e) in the case of any Receivable purchased by BMW FS from BMW Bank, has been (i) purchased by BMW FS from BMW Bank under an existing purchase agreement and (ii) validly assigned by BMW Bank to BMW FS.
|
• |
As of the Closing Date, the Seller has, or has started procedures that will result in the Seller having, a perfected, first priority security interest in the financed vehicle related to each
Receivable, which security interest was validly created and has been assigned by the Seller to the Depositor, and will be assigned by the Depositor to the Issuing Entity. The certificate of title for the financed vehicle related to each
Receivable shows BMW FS or BMW Bank, as applicable, named as the original secured party (or a properly completed application for such certificate of title has been completed).
|
• |
Each Receivable is on a form contract containing customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of
the benefits of the security, and represents the genuine, legal, valid and binding payment obligation of the Obligor thereon, enforceable by the holder thereof in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity and consumer protection laws, regardless of whether such enforceability is
considered in a proceeding in equity or at law.
|
• |
Each Receivable (a) provides for fixed level monthly payments (provided that the payment in the last month of the term of the Receivable may be different from the level scheduled payments) that fully
amortize the Amount Financed by maturity and yield interest at the APR and (b) amortizes using the simple interest method.
|
• |
Each Receivable complied in all material respects at the time it was originated with all requirements of applicable laws.
|
• |
None of the Receivables is due from the United States of America or any State or any agency, department, subdivision or instrumentality thereof.
|
• |
To the best of the Seller’s knowledge, as of the Cutoff Date, no Obligor of a Receivable is or has been, since the origination of the related Receivable, the subject of a bankruptcy proceeding.
|
• |
As of the Cutoff Date, none of the Receivables has been satisfied, subordinated or rescinded, nor has any Financed Vehicle been released from the lien of the related Receivable in whole or in part,
and no Receivable is subject to any right of rescission, setoff, counterclaim, dispute or defense.
|
• |
None of the terms of any Receivable has been deferred or otherwise modified except by instruments or documents identified in the related Receivable File.
|
• |
None of the Receivables has been originated in, or is subject to the laws of, any jurisdiction the laws of which would make unlawful, void or voidable the sale, transfer and assignment of such
Receivable under the Receivables Purchase Agreement or the Bank Receivables Purchase Agreement, as applicable, or the Sale and Servicing Agreement or the pledge of such Receivable under the Indenture.
|
• |
Immediately prior to the transfers and assignments of the Receivables, the Seller has good and marketable title to the Receivable free and clear of all Liens (other than pursuant to the Transfer and
Servicing Agreements) and, immediately upon the transfer and assignment thereof, the Depositor will have good and marketable title to each Receivable, free and clear of all Liens (other than pursuant to the Transfer and Servicing Agreements).
|
• |
Each Receivable constitutes “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. With respect to any Receivable constituting “electronic chattel paper”,
there is only one “authoritative copy” of the Receivable and, with respect to any Receivable constituting “tangible chattel paper”, there is no more than one original executed copy of such Receivable.
|
• |
Except for a payment that is no more than 29 days past due, no payment default exists on any Receivable as of the Cutoff Date.
|
• |
The Seller, in accordance with its customary procedures, has determined that the Obligor has obtained physical damage insurance covering each Financed Vehicle and, under the terms of the related
Receivable, the Obligor is required to maintain such insurance.
|
• |
No Receivable has a maturity date later than the last day of the Collection Period immediately preceding the maturity date of the latest maturing class of Notes.
|
• |
Each Receivable had an original maturity of not less than 13 or more than 72 months.
|
• |
All of the Receivables, as of the Cutoff Date, are due from Obligors with garaging addresses within the United States of America, its territories and possessions.
|
• |
Each Receivable had a first scheduled payment due on or prior to 45 calendar days after the origination date thereof.
|
• |
As of the Cutoff Date, each Receivable has a remaining term of at least 3 months and no more than 72 months.
|
• |
As of the Cutoff Date, each Receivable has a remaining balance of at least $1,500.00.
|
• |
The Obligor with respect to each Receivable has made at least one scheduled payment.
|
• |
direct obligations of, and obligations fully guaranteed as to the full and timely payment by, the United States of America;
|
• |
demand deposits, time deposits or certificates of deposit of any depository institution (including the Indenture Trustee acting in its commercial capacity or any affiliate of the Indenture Trustee)
or trust company incorporated under the laws of the United States of America or any state thereof (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution
authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on
the credit of a person other than such depository institution or trust company) thereof shall have a short-term deposit rating acceptable to the Rating Agencies;
|
• |
repurchase obligations held by the Indenture Trustee with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality
thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b) above;
|
• |
securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof, including the Indenture Trustee acting in its
commercial capacity or any affiliate of the Indenture Trustee, so long as at the time of such investment or contractual commitment providing for such investment either (i) the long-term, unsecured debt of such corporation has a rating
acceptable to the Rating Agencies or (ii) the commercial paper or other short-term debt of such corporation has a rating acceptable to the Rating Agencies;
|
• |
investments of proceeds maintained in sweep accounts, short-term asset management accounts and the like utilized for the commingled investment, on an overnight basis, of residual balances in
investment accounts maintained at the Indenture Trustee or any affiliate thereof; and
|
• |
any other money market, common trust fund or obligation, or interest bearing or other security or investment (including those managed or advised by the Indenture Trustee or any affiliate thereof)
which has a rating acceptable to the Rating Agencies. Such investments in this subsection (f) may include money market mutual funds or common trust funds, including any fund for which USBTC, in its capacity other than as the Indenture
Trustee, or an affiliate thereof serves as an investment advisor, administrator, shareholder, servicing agent, and/or custodian or subcustodian, notwithstanding that (x) USBTC, the Indenture Trustee or any affiliate thereof charges and
collects fees and expenses from such funds for services rendered, (y) USBTC, the Indenture Trustee or any affiliate thereof charges and collects fees and expenses for services rendered pursuant to the Indenture, and (z) services performed by
the Indenture Trustee for such funds and pursuant to the Indenture may converge at any time. USBTC or an affiliate thereof is authorized under the Indenture to charge and collect from the Indenture Trustee such fees as are collected from all
investors in such funds for such services rendered to such funds (but not to exceed investment earnings thereon).
|
• |
it will not release any financed vehicle from the security interest granted in the related Receivable;
|
• |
it will do nothing to impair the rights of the Issuing Entity in the Receivables;
|
• |
it will not alter the APR of any Receivable; and
|
• |
it will not extend the maturity of a Receivable beyond the last day of the Collection Period immediately preceding the Final Scheduled Payment Date of the Class A-4 Notes.
|
• |
the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any remaining Receivables;
|
• |
the payment to Noteholders and Certificateholders of all amounts required to be paid to them pursuant to the related agreement; or
|
• |
the optional purchase by the Servicer of all of the Receivables as described above under “—Optional Purchase”.
|
• |
the name of the requesting Noteholder or Verified Note Owner;
|
• |
the date the request was received;
|
• |
a statement that the Administrator has received the request, and that the Noteholder or Verified Note Owner is interested in communicating with other Noteholders and Note Owners about the possible
exercise of rights under the Transfer and Servicing Agreements; and
|
• |
a description of the method by which the other Noteholders and Note Owners may contact the requesting Noteholder or Verified Note Owner.
|
• |
change:
|
○ |
the date of payment of any installment of principal of or interest on that Note or reduce the principal amount of that Note;
|
○ |
the interest rate for that Note or the redemption price for that Note;
|
○ |
provisions of the Indenture relating to the application of collections on, or proceeds of a sale of, the assets of the Issuing Entity to payments of principal of and interest on that Note; or
|
○ |
any place of payment where or the coin or currency in which that Note or any interest on that Note is payable;
|
• |
impair the right to institute suit for the enforcement of specified provisions of the Indenture regarding payment;
|
• |
reduce the percentage of the aggregate principal amount of the outstanding Notes, the consent of the holders of which is required for any supplemental indenture or any waiver of compliance with
specified provisions of the Indenture or of specified defaults and their consequences as provided for in the Indenture;
|
• |
modify or alter the provisions of the Indenture regarding the voting of Notes held by the Issuing Entity, any other Obligor on those Notes, the Depositor or an affiliate of any of them;
|
• |
reduce the percentage of the aggregate principal amount of outstanding Notes required to direct the Indenture Trustee to sell or liquidate the Receivables if the proceeds of that sale would be
insufficient to pay the principal balance of and accrued but unpaid interest on the outstanding Notes;
|
• |
reduce the percentage of the aggregate principal amount of Notes required to amend the sections of the Indenture that specify the applicable percentages of aggregate principal amount of the Notes
necessary to amend the Indenture;
|
• |
modify any provisions of the Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation
of any
|
individual component of such calculation) or to affect the rights of the holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes; or
|
• |
permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any of the collateral for that Note or, except as otherwise permitted or contemplated in
the Indenture, terminate the lien of the Indenture on any of the collateral or deprive the holder of any Note of the security afforded by the lien of the Indenture.
|
• |
to correct or amplify the description of any property at any time subject to the lien of the Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or
required to be subjected to the lien of the Indenture, or to subject additional property to the lien of the Indenture;
|
• |
to evidence the succession, in compliance with the applicable provisions of the Indenture, of another Person to the Issuing Entity, and the assumption by any such successor of the covenants of the
Issuing Entity contained in the Indenture and in the Notes;
|
• |
to add to the covenants of the Issuing Entity for the benefit of the Noteholders, or to surrender any right or power under the Indenture conferred upon the Issuing Entity;
|
• |
to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
|
• |
to cure any ambiguity, correct or supplement any provision in the Indenture or in any supplemental indenture that may be inconsistent with any other provision in the Indenture or in any supplemental
indenture or to add any other provisions with respect to matters or questions arising under the Indenture or in any supplemental indenture; provided that such other provisions will not adversely affect the interests of any Noteholder whose
consent has not been obtained in respect thereof, as evidenced by an officer’s certificate;
|
• |
to evidence and provide for the acceptance of the appointment under the Indenture by a successor trustee with respect to the Notes or to add to or change any of the provisions of the Indenture as are
necessary to facilitate the administration of the trusts under the Indenture by more than one trustee, pursuant to the requirements set forth therein; or
|
• |
to modify, eliminate or add to the provisions of the Indenture to the extent necessary to effect the qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act”), or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the Trust Indenture Act.
|
• |
a default for five days or more in the payment of any interest on any of the Notes when the same becomes due and payable;
|
• |
a default in the payment of the principal of any Note on the related Final Scheduled Payment Date or on the redemption date;
|
• |
a default in the observance or performance of any representation, warranty, covenant or agreement of the Issuing Entity (other than a covenant or agreement pursuant to the FDIC Rule Covenant) made in
the Indenture or in any certificate or other writing delivered pursuant thereto or in connection therewith proving to have been incorrect in any material respect as of the time when the same has been made, and such default continues or is not
cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect has not been eliminated or otherwise cured, for a period of 30 days after written notice is given to the Issuing Entity by the
Indenture Trustee or to the Issuing Entity and the Indenture Trustee by the holders of at least 25% of the aggregate principal amount of the Notes then outstanding; or
|
• |
particular events of bankruptcy, insolvency, receivership or liquidation of the Issuing Entity.
|
• |
the Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay:
|
○ |
all payments of principal of and interest on the Notes and all other amounts that would then be due on the Notes under the Indenture if the Event of Default giving rise to such acceleration had not
occurred; and
|
○ |
all sums paid by the Indenture Trustee under the Indenture and the reasonable compensation, expenses and disbursements of the Indenture Trustee and its agents and counsel and the reasonable
compensation, expenses and disbursements of the Owner Trustee and its agents and counsel; and
|
• |
all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived.
|
• |
institute proceedings to collect amounts due or foreclose on Issuing Entity property;
|
• |
exercise remedies as a secured party;
|
• |
if the maturity of the Notes has been accelerated, sell the assets of the Issuing Entity; or
|
• |
elect to have the Issuing Entity maintain possession of those Receivables and continue to apply collections on those Receivables as provided in the Indenture.
|
• |
100% of the Noteholders consent to the sale;
|
• |
the proceeds of the sale are sufficient to pay in full the principal of and the accrued interest on all outstanding Notes at the date of the sale; or
|
• |
in the case of an Event of Default resulting from an insolvency or bankruptcy with respect to the Issuing Entity, the Indenture Trustee determines that the Issuing Entity property would not be
sufficient on an ongoing basis to make all payments of principal and interest on the outstanding Notes as those payments would have become due if the Notes had not been accelerated, and the Indenture Trustee obtains the consent of the holders
of at least 66⅔% of the aggregate principal amount of the Notes outstanding.
|
• |
the Noteholder previously has given to the Indenture Trustee written notice of a continuing Event of Default;
|
• |
Noteholders holding not less than 25% of the aggregate principal amount of the Notes then outstanding have requested in writing that the Indenture Trustee institute the proceeding in its own name as
Indenture Trustee;
|
• |
the Noteholder has offered the Indenture Trustee reasonable indemnity;
|
• |
the Indenture Trustee has for 60 days failed to institute that proceeding; and
|
• |
no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the holders of a majority of the aggregate principal amount of the Notes then
outstanding.
|
• |
the entity formed by or surviving the consolidation or merger is organized under the laws of the United States or any state;
|
• |
that entity expressly assumes the Issuing Entity’s obligation to make due and punctual payments upon the Notes and the performance or observance of every agreement and covenant of the Issuing Entity
under the Indenture;
|
• |
no Event of Default has occurred and is continuing immediately after the merger or consolidation;
|
• |
the Rating Agency Condition has been satisfied in respect thereof;
|
• |
the Issuing Entity has received an opinion of counsel to the effect that the consolidation or merger would have no material adverse tax consequence to the Issuing Entity or to any Noteholder or
Certificateholder,
|
• |
the parties take any action necessary to maintain the lien and security interest created by the Indenture; and
|
• |
the Indenture Trustee has received an officer’s certificate and an opinion of counsel stating that the consolidation or merger comply with the terms of the Indenture and all conditions precedent
provided in the Indenture have been complied with.
|
• |
except as expressly permitted by the Indenture, the applicable Transfer and Servicing Agreements or other specified documents, sell, transfer, exchange or otherwise dispose of any of the assets of
the Issuing Entity unless directed to do so by the Indenture Trustee;
|
• |
claim any credit on or make any deduction from the principal of and interest payable on the Notes (other than amounts withheld under the Internal Revenue Code of 1986, as amended (the “Code”), or applicable state law) or assert any claim against any present or former holder of those Notes because of the payment of taxes levied or assessed upon the Issuing Entity;
|
• |
except as expressly permitted by the Transfer and Servicing Agreements, dissolve or liquidate in whole or in part;
|
• |
permit the validity or effectiveness of the Indenture to be impaired or permit any person to be released from any covenants or obligations with respect to the Notes under the Indenture except as may
be expressly permitted by the Indenture;
|
• |
permit any lien or other encumbrance to be created on or extend to or otherwise arise upon or burden the assets of the Issuing Entity or any part of the Issuing Entity, or any interest in the assets
of the Issuing Entity or the proceeds of those assets;
|
• |
permit the lien of the Indenture not to constitute a valid first priority (other than with respect to any tax, mechanics’ or other lien) security interest in the assets of the Issuing Entity; or
|
• |
assume or incur any indebtedness other than the Notes or as expressly permitted by the Transfer and Servicing Agreements.
|
• |
payment of principal and interest on the securitization obligations must be primarily based on the performance of the financial assets transferred to the Issuing Entity and will not be contingent on
market or credit events that are independent of such financial assets (except for interest rate or currency mismatches between the financial assets and the securitization obligations);
|
• |
information describing the financial assets, obligations, capital structure, compensation of the relevant parties and historical performance data must be made available to the investors, including,
without limitation (i) information about the obligations and securitized financial assets in compliance with subpart 229.1100-Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as amended from time to time (“Regulation AB”), (ii) information about the transaction structure, performance of the obligations, priority of payments, subordination features, representations and warranties regarding the financial
assets, remedies (and applicable cure periods), liquidity facilities, credit enhancement, waterfall triggers and policies governing delinquencies, servicer advances, loss mitigation and write-offs, (iii) information with respect to the credit
performance of the obligations and financial assets on an ongoing basis, and (iv) the nature and amount of compensation paid to the originators, sponsor, rating agency or third-party advisor, broker and servicer and changes to such amounts
paid, and the extent to which the risk of loss is retained by any of them;
|
• |
the obligations in the securitization cannot be predominantly sold to an affiliate (other than a wholly-owned subsidiary consolidated for accounting and capital purposes with BMW Bank or to an
affiliated broker-dealer who purchased such obligations with a view to promptly resell such obligations to persons or entities that are neither affiliates (other than a wholly-owned subsidiary consolidated for accounting and capital purposes
with BMW Bank) nor insiders of BMW Bank in the ordinary course of such broker-dealers business) or insider of BMW Bank; and
|
• |
BMW Bank must identify in its financial asset databases and otherwise account for the financial assets transferred as specified by the FDIC Rule.
|
Party
|
Amount
|
Servicer(1)
|
The product of 1/12 and 1.00% of the Pool Balance with respect to such Payment Date; provided that, in the case of the first Payment Date, the Servicing Fee will be an amount
equal to the sum of (a) the product of 1/12 and 1.00% of the aggregate outstanding principal balance of the Receivables as of the Cutoff Date and (b) the product of 1/12 and 1.00% of the aggregate outstanding principal balance of the
Receivables (exclusive of all Liquidated Receivables and, if applicable, all Receivables that are the subject of damages paid by the FDIC to the Issuing Entity) as of the close of business on June 30, 2023.
|
Indenture Trustee(2)
|
An annual fee equal to $3,000 per annum, payable on the Payment Date occurring in August of each year, commencing in August 2024.
|
Owner Trustee(2)
|
An annual fee equal to $3,000 per annum, payable on the Payment Date occurring in August of each year, commencing in August 2024.
|
ARR Service Fee(2)
|
An annual fee equal to $5,000 per annum, payable on the Payment Date occurring in August of each year, commencing in August 2024.
|
ARR Review Fee(2)
|
$175 per Receivable reviewed, in the event of an Asset Representations Review.
|
(1) |
To be paid before any amounts are distributed to Noteholders. A portion of the Servicing Fee will be paid to the Administrator as the administrator fee.
|
(2) |
Fees, expenses, indemnification amounts and other payments due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer are to be paid before any amounts are distributed to
Noteholders, subject to an aggregate cap equal to $250,000 in any calendar year, prior to the acceleration of the Notes. Amounts due to any such party in excess of such aggregate cap will be payable after distributions of principal and
interest to the Noteholders on any Payment Date prior to the acceleration of the Notes. After the acceleration of the Notes, all fees, expenses, indemnification amounts and other payments due to the Indenture Trustee, the Owner Trustee and
the Asset Representations Reviewer are to be paid before any amounts are distributed to Noteholders, without application of any cap on such amounts.
|
• |
the amount of the Collections allocable to the principal balance of each class of Notes, expressed in the aggregate and as a dollar amount per $1,000 of the original principal balance of each class
of Notes;
|
• |
the amount of the collections allocable to interest on each class of Notes, expressed in the aggregate and as a dollar amount per $1,000 of the original principal balance of each class of Notes;
|
• |
the amount of the Yield Supplement Overcollateralization Amount, if any;
|
• |
the number of and the aggregate principal balance of the Receivables as of the close of business on the first day and last day of the related Collection Period after giving effect to payments
allocated to principal reported under the first bullet above;
|
• |
the amount of the Servicing Fee and the Supplemental Servicing Fee paid to the Servicer with respect to the related Collection Period;
|
• |
the Benchmark and the interest rate for the related interest accrual period with respect to the Class A-2b Notes;
|
• |
the interest and principal shortfall, if any, in each case as applicable to each class of Notes, expressed in the aggregate and as a dollar amount per $1,000 of the original principal balance of each
class of Notes;
|
• |
the aggregate principal balance of the Notes outstanding and the Note Pool Factor for each class of those Notes, each before and after giving effect to all payments reported under the first bullet
above on that date;
|
• |
the amount of non-recoverable Advances on that Payment Date;
|
• |
the balance of the Reserve Account on that date, before and after giving effect to changes to the Reserve Account on that date and the amount of those changes;
|
• |
amounts due and payable to each of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, before and after giving effect to distributions on such Payment Date;
|
• |
the Available Amounts;
|
• |
the amount available under the Servicer’s letter of credit, surety bond or insurance policy, as provided in the Sale and Servicing Agreement, if any, and the amount as a percentage of the aggregate
principal balance of the Receivables as of the last day of that Collection Period;
|
• |
the applicable Record Date, Determination Date, interest accrual period and Payment Date for each class of Notes;
|
• |
the pool characteristics as of the last day of the Collection Period, including, but not limited to, the weighted average Interest Rate and weighted average remaining term to maturity;
|
• |
delinquency and loss information for the Collection Period;
|
• |
a description of any material modifications, extensions or waivers to Receivables terms, fees, penalties or payments during the related Collection Period, or that have cumulatively become material
over time;
|
• |
a description of any material breaches of representations and warranties made with respect to the Receivables, or covenants, contained in the Transfer and Servicing Agreements;
|
• |
whether a Delinquency Trigger has occurred as of the end of the related Collection Period;
|
• |
notice of the making of any SOFR Adjustment Conforming Changes; and
|
• |
notice of the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, the determination of a Benchmark Replacement, the Unadjusted Benchmark Replacement, the Benchmark
Replacement Adjustment and the making of any Benchmark Replacement Conforming Changes.
|
• |
any failure by the Servicer to deposit in or credit to the Collection Account any required payment and that failure continues unremedied for five Business Days after discovery of that failure by the
Servicer or after receipt of written notice by the Servicer;
|
• |
failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in the Sale and Servicing Agreement (other than a
covenant or agreement pursuant to the FDIC Rule Covenant, if applicable), which failure (i) materially and adversely affects the rights of the Noteholders and (ii) continues unremedied for a period of 60 days after discovery of such failure
by the Servicer or after the date on which written notice of such failure requiring the same to be remedied has been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the
aggregate principal amount of the Notes then outstanding, voting together as a single class; or
|
• |
the occurrence of an Insolvency Event with respect to the Servicer.
|
• |
the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such person or any substantial part of its property in an involuntary case under any applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such person or for any substantial part of its
property, or ordering the winding-up or liquidation of such person’s affairs, and such decree or order remains unstayed and in effect for a period of 60 consecutive days; or
|
• |
the commencement by such person of a voluntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such person to the
entry of an order for relief in an involuntary case under any such law, or the consent by such person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for
such person or for any substantial part of its property, or the making by such person of any general assignment for the benefit of creditors, or the failure by such person generally to pay its debts as such debts become due, or the taking of
action by such person in furtherance of any of the foregoing.
|
• |
increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on or in respect of the Receivables or distributions that are required to be made for the
benefit of the Noteholders and/or Certificateholders; or
|
• |
reduce the aforesaid percentage of the Notes or Certificates that is required to consent to the amendment.
|
• |
the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee;
|
• |
the notification of Noteholders and the Rating Agencies hired by the sponsor of the final principal payment on the Notes;
|
• |
the preparation of definitive Notes in accordance with the instructions of the applicable clearing agency;
|
• |
the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral;
|
• |
the maintenance of an office for registration of transfer or exchange of the Notes;
|
• |
the duty to cause newly appointed paying agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust;
|
• |
the direction to the Indenture Trustee to deposit monies with paying agents, if any, other than the Indenture Trustee;
|
• |
the obtaining and preservation of the Issuing Entity’s qualifications to do business in each state where such qualification is required;
|
• |
the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such
other action as are necessary or advisable to protect the Issuing Entity’s property;
|
• |
the delivery of the opinion of counsel on the closing date and the annual delivery of opinions of counsel as to the Issuing Entity’s property, and the annual delivery of the officer’s certificate and
certain other statements as to compliance with the Indenture;
|
• |
the notification of the Indenture Trustee and the Rating Agencies each Servicer Default and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or
obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure;
|
• |
the notification of the Indenture Trustee of the appointment of a successor servicer;
|
• |
the notification of the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture;
|
• |
the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an officer’s certificate and the obtaining of the opinion of counsel
and the independent certificate relating thereto;
|
• |
the compliance with the Indenture with respect to the sale of the Issuing Entity property in a commercially reasonable manner if an Event of Default has occurred and is continuing;
|
• |
the preparation of all required documents and delivery to Noteholders of notice of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee;
|
• |
the opening of one or more accounts in the Indenture Trustee’s name and the taking of all other actions necessary with respect to investment and reinvestment of funds in the accounts;
|
• |
the preparation of issuer requests, the obtaining of opinions of counsel and the certification to the Indenture Trustee with respect to the execution of supplemental indentures and the mailing to the
Noteholders of notices with respect to such supplemental indentures;
|
• |
the duty to notify Noteholders and to make such notice available to the Rating Agencies of redemption of the Notes or to cause the Indenture Trustee to provide such notification pursuant to an
optional purchase by the Servicer; and
|
• |
the preparation and delivery of all officer’s certificates, opinions of counsel and independent certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any
action under the Indenture.
|
• |
a court were to conclude that the assets and liabilities of the Issuing Entity should be consolidated with those of BMW FS or the Depositor in the event of the application of applicable Insolvency
Laws to BMW FS or the Depositor;
|
• |
a filing were made under any Insolvency Law by or against the Issuing Entity; or
|
• |
an attempt were to be made to litigate any of the foregoing issues.
|
• |
require the Issuing Entity, as assignee of the Depositor, to go through an administrative claims procedure to establish its rights to payments collected on the Receivables; or
|
• |
request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against BMW Bank; or
|
• |
invoke the automatic stay to prevent the Indenture Trustee and other transaction parties from exercising their rights, remedies and interests for up to 90 days.
|
• |
require the Issuing Entity, as assignee of the Depositor, to go through an administrative claims procedure to establish its rights to payments collected on the Receivables; or
|
• |
if the Issuing Entity were a covered subsidiary, require the Indenture Trustee to go through an administrative claims procedure to establish its rights to payments on the Notes; or
|
• |
request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against BMW FS or a covered subsidiary (including the Issuing Entity); or
|
• |
repudiate BMW FS’ ongoing servicing obligations under the Sale and Servicing Agreement, such as its duty to collect and remit payments or otherwise service the Receivables; or
|
• |
prior to any such repudiation of the Sale and Servicing Agreement, prevent any of the Indenture Trustee or the Noteholders from appointing a successor Servicer.
|
• |
if there are multiple Certificate Owners as determined for U.S. federal income tax purposes, as a partnership for purposes of U.S. federal, state and applicable local income and franchise taxes and
any other tax measured in whole or in part by income, with the assets of the partnership being the assets held by the Issuing Entity, the partners of the partnership being the Certificate Owners, and the Notes being debt of the partnership,
or
|
• |
if a single beneficial owner owns all of the Certificates as determined for U.S. federal income tax purposes, as an entity disregarded as separate from the Certificate Owner for purposes of U.S.
federal, state and applicable local income and franchise taxes and any other tax measured in whole or in part by income, with the assets of the Issuing Entity and the Notes treated as assets and debt of the Certificate Owner, respectively.
|
• |
the Foreign Note Owner is not actually or constructively a “10 percent shareholder” of the Issuing Entity or the Depositor (including a holder of 10% or more of the outstanding Certificates issued by
the Issuing Entity) or a “controlled foreign corporation” with respect to which the Issuing Entity or the Depositor is a “related person” within the meaning of the Code;
|
• |
the Foreign Note Owner is not a bank receiving interest described in Section 881(c)(3)(A) of the Code;
|
• |
the interest is not contingent interest as described in Section 871(h)(4) of the Code; and
|
• |
the Foreign Note Owner does not bear any of certain specified relationships to any Certificateholder.
|
• |
the gain is not effectively connected with the conduct of a trade or business in the United States by the Foreign Note Owner; and
|
• |
in the case of an individual Foreign Note Owner, the Foreign Note Owner is not present in the United States for 183 days or more during the taxable year of disposition.
|
Underwriter
|
Class A-1
Notes
|
Class A-2a
Notes(1)
|
Class A-2b
Notes(1)
|
Class A-3
Notes
|
Class A-4
Notes
|
|||||
TD Securities (USA) LLC
|
________
|
________
|
________
|
________
|
________
|
|||||
MUFG Securities Americas Inc.
|
________
|
________
|
________
|
________
|
________
|
|||||
Wells Fargo Securities, LLC
|
________
|
________
|
________
|
________
|
________
|
|||||
Citigroup Global Markets Inc.
|
________
|
________
|
________
|
________
|
________
|
|||||
U.S. Bancorp Investments, Inc.
|
________
|
________
|
________
|
________
|
________
|
|||||
Total
|
291,500,000(2)
|
$_________(3)
|
$_________(3)
|
$437,500,000(2)
|
$83,500,000(2)
|
(1) |
The allocation of the initial principal amount between the Class A-2a Notes and Class A-2b Notes will be determined at the time of pricing of the Notes offered hereunder.
|
(2) |
Represents the aggregate initial principal amount of the Class A-1 Notes, the Class A-3 Notes and the Class A-4 Notes to be underwritten if the aggregate initial principal amount of the Notes is
$1,250,000,000. If the aggregate initial principal amount of the Notes is $1,500,000,000 the aggregate initial principal amount of the Class A-1 Notes, the Class A-3 Notes and the Class A-4 Notes to be underwritten will be $350,000,000,
$525,000,000 and $100,000,000, respectively.
|
(3) |
If the aggregate initial principal amount of the Notes is $1,250,000,000, the aggregate initial principal amount of the Class A-2a Notes and the Class A-2b Notes to be underwritten will be
$437,500,000. If the aggregate initial principal amount of the Notes is $1,500,000,000, the aggregate initial principal amount of the Class A-2a Notes and the Class A-2b Notes to be underwritten will be $525,000,000.
|
Class of Notes
|
Selling Concession
|
Reallowance Discount
|
|
Class A-1
|
____%
|
____%
|
|
Class A-2a
|
____%
|
____%
|
|
Class A-2b
|
____%
|
____%
|
|
Class A-3
|
____%
|
____%
|
|
Class A-4
|
____%
|
____%
|
(a) |
the expression “EU retail investor” means a person who is one (or more) of the following:
|
(i) |
a retail client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or
|
(ii) |
a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
|
(iii) |
not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended); and
|
(b) |
the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered
so as to enable an investor to decide to purchase or subscribe for the Notes.
|
(a) |
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section
21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not
apply to the Issuing Entity; and
|
(b) |
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom (the “UK”).
|
(a) |
the expression “UK retail investor” means a person who is one (or more) of the following:
|
(i) |
a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565 as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act
2018 (as amended, the “EUWA”) and as amended; or
|
(ii) |
a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA (such rules and regulations as amended) to implement Directive (EU) 2016/97 (as amended),
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA and as amended; or
|
(iii) |
not a qualified investor, as defined in Article 2 of Regulation (EU) 2017/1129 (as amended) as it forms part of the domestic law of the UK by virtue of the EUWA and as amended; and
|
(b) |
the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered
so as to enable an investor to decide to purchase or subscribe for the Notes.
|
Term
|
Page(s)
|
AAA
|
90
|
ABS
|
101
|
ABS Tables
|
101
|
Accounts
|
118
|
Adjusted Pool Balance
|
83
|
Administration Agreement
|
46
|
Administrative Purchase Payment
|
96
|
Administrative Receivable
|
96
|
Administrator
|
46
|
Affected Investors
|
168
|
ARR Fee
|
57
|
ARR Receivables
|
87
|
ARR Review Fee
|
57
|
ARR Service Fee
|
57
|
Asset Representations Review
|
86
|
Asset Representations Review Agreement
|
56
|
Asset Representations Reviewer
|
53
|
Available Amounts
|
95
|
Available Amounts Shortfall
|
97
|
Available Interest
|
95
|
Available Principal
|
96
|
Bank Receivables Purchase Agreement
|
46
|
Bankruptcy Code
|
146
|
Benchmark
|
79
|
Benchmark Replacement
|
80
|
Benchmark Replacement Adjustment
|
80
|
Benchmark Replacement Conforming Changes
|
80
|
Benchmark Replacement Date
|
80
|
Benchmark Transition Event
|
81
|
Benefit Plan
|
163
|
BMW Bank
|
45
|
BMW FS
|
45
|
BMW NA
|
60
|
Business Day
|
55
|
California Contracts
|
152
|
Cede
|
76
|
Centers
|
46
|
Certificate Owners
|
157
|
Certificate Percentage Interests
|
46
|
Certificateholders
|
45
|
Certificates
|
45
|
CFPB
|
152
|
chattel paper
|
142
|
Class A-2 Notes
|
83
|
Clayton
|
56
|
Clearstream, Luxembourg
|
92, A-1
|
Clearstream, Luxembourg Participants
|
92
|
Closing Date
|
45
|
Code
|
130
|
Term
|
Page(s)
|
Collection Account
|
46
|
Collection Period
|
95
|
Compounded SOFR
|
78
|
Contracts
|
49
|
Cooperative
|
94
|
Corresponding Tenor
|
81
|
COVID-19
|
32
|
CPO
|
60
|
CSSF
|
94
|
Cutoff Date
|
46
|
Dealer Agreements
|
46
|
Dealer Recourse
|
46
|
Dealers
|
46
|
Definitive Notes
|
76
|
Delinquency Trigger
|
86
|
Delinquency Trigger Percentage
|
89
|
Deposit Date
|
122
|
Depositaries
|
92
|
Depositor
|
45
|
Determination Date
|
95
|
disqualified persons
|
163
|
Dodd Frank Act
|
35
|
DOL
|
164
|
DTC
|
A-1
|
DTC Participants
|
92
|
Due Date
|
61
|
Due Diligence Requirements
|
168
|
EEA
|
166
|
Eligible Institution
|
120
|
Eligible Trust Account Institution
|
120
|
ERISA
|
163
|
EU
|
167
|
EU Affected Investors
|
168
|
EU CRR
|
167
|
EU Due Diligence Requirements
|
167
|
EU retail investor
|
166
|
EU Securitization Regulations
|
167
|
Euroclear
|
92, A-1
|
Euroclear Operator
|
94
|
Euroclear Participants
|
92
|
EUWA
|
167
|
Events of Default
|
127
|
Exchange Act
|
46
|
FATCA
|
162
|
FDIC
|
147
|
FDIC Counsel
|
154
|
FDIC Principal Amount
|
84
|
FDIC Rule
|
147
|
FDIC Rule Covenant
|
148
|
FICO Score
|
64
|
financed vehicles
|
45
|
First Priority Principal Distribution Amount
|
82
|
Foreign Note Owner
|
157
|
FRBNY
|
78
|
FRBNY’s Website
|
78
|
FSMA
|
167
|
FTC Rule
|
151
|
Global Securities
|
A-1
|
Indenture
|
54
|
Indenture Trustee
|
46
|
Indirect DTC Participants
|
92
|
Initial Asset-Level Data
|
74
|
Initial Yield Supplement Overcollateralization Amount
|
100
|
Insolvency Event
|
137
|
Insolvency Laws
|
146
|
Investor-Based Exemption
|
164
|
IRS
|
156
|
ISDA Definitions
|
81
|
ISDA Fallback Adjustment
|
81
|
ISDA Fallback Rate
|
81
|
Issuing Entity
|
45
|
Liquidated Receivable
|
96
|
Liquidation Proceeds
|
97
|
MiFID II
|
166
|
Non-U.S. Person
|
A-4
|
Note Distribution Account
|
118
|
Note Owner
|
156
|
Note Pool Factor
|
114
|
Noteholders
|
45
|
Notes
|
45
|
NRSRO
|
43
|
Obligor
|
46
|
OID
|
158
|
OID Regulations
|
158
|
OLA
|
154
|
Originator
|
48, 50
|
Owner Trustee
|
45
|
Paying Agent
|
46
|
Payment Date
|
55
|
Plan
|
163
|
Plan Assets Regulation
|
164
|
Pool Balance
|
83
|
Preliminary Pool
|
75
|
Prepayment
|
122
|
Prepayment Assumption
|
158
|
Principal Balance
|
62
|
Principal Distribution Account
|
118
|
Principal Distribution Amount
|
82
|
PTCE
|
163
|
Purchase Agreement
|
46
|
Rating Agency
|
132
|
Rating Agency Condition
|
45
|
Receivables
|
45
|
Receivables Purchase Agreement
|
46
|
Record Date
|
77
|
Recoveries
|
96
|
Redemption Price
|
123
|
Reference Time
|
78
|
Regular Principal Distribution Amount
|
82
|
Regulation AB
|
131
|
Relevant Governmental Body
|
81
|
Relief Act
|
151
|
Requesting Noteholders
|
86
|
Required Rate
|
100
|
Reserve Account
|
46
|
Reserve Account Initial Deposit
|
98
|
Rule 193 Information
|
75
|
Sale and Servicing Agreement
|
46
|
Scheduled Payment
|
62
|
SEC
|
53
|
Securities Act
|
114
|
Securities Intermediary
|
46
|
Seller
|
48, 50
|
Servicer
|
46
|
Servicer Default
|
137
|
Servicing Fee
|
123
|
Servicing Fee Rate
|
123
|
Short-Term Note
|
159
|
Simple Interest Receivables
|
62
|
SOFR Adjustment Conforming Changes
|
78
|
SOFR Determination Date
|
78
|
SOFR Rate
|
78
|
Specified Reserve Account Balance
|
98
|
Sponsor
|
46
|
Supplemental Servicing Fee
|
123
|
Target Overcollateralization Amount
|
83
|
Tax Counsel
|
157
|
Terms and Conditions
|
94
|
Transfer and Servicing Agreements
|
56
|
Trust Agreement
|
45
|
Trust Indenture Act
|
126
|
Trustees
|
54
|
U.S. Bank
|
54
|
U.S. Bank N.A.
|
54
|
U.S. Government Securities Business Day
|
79
|
U.S. Note Owner
|
156
|
U.S. Person
|
157, A-4
|
UCC
|
118
|
UCITS
|
167
|
UK
|
167
|
UK Affected Investors
|
168
|
UK Due Diligence Requirements
|
168
|
UK retail investor
|
167
|
UK Securitization Regulation
|
168
|
Unadjusted Benchmark Replacement
|
81
|
USBTC
|
54
|
Verified Note Owner
|
87
|
Warranty Purchase Payment
|
97
|
Warranty Receivable
|
97
|
WTNA
|
54
|
Yield Supplement Overcollateralization Amount
|
100
|
BMW Vehicle Owner Trust 2018-A
Static Pool Data
Delinquency and Loss Experience
|
||||
Composition of Original Pool Receivables
|
||||
Closing Date
|
January 24, 2018
|
Original Term
|
||
Cutoff Date
|
November 30, 2017
|
Weighted Average Original Term
|
63.22 months
|
|
Number of Receivables
|
53,449
|
Longest Original Term
|
72 months
|
|
Aggregate Principal Balance
|
$1,422,530,959
|
Shortest Original Term
|
16 months
|
|
Principal Balance
|
Remaining Term
|
|
||
Average Principal Balance
|
$26,615
|
Weighted Average Remaining Term
|
52.98 months
|
|
Highest Principal Balance
|
$186,893
|
Longest Remaining Term
|
72 months
|
|
Lowest Principal Balance
|
$1,760
|
Shortest Remaining Term
|
6 months
|
|
Original Principal Balance
|
Composition of Top 5 States
|
|
||
Average Original Principal Balance
|
$33,735
|
California
|
20.27%
|
|
Highest Original Principal Balance
|
$189,984
|
Texas
|
10.34%
|
|
Lowest Original Principal Balance
|
$3,741
|
Florida
|
7.61%
|
|
Annual Percentage Rate (APR)
|
New Jersey
|
5.19%
|
||
Weighted Average APR
|
2.40%
|
Pennsylvania
|
4.50%
|
|
Highest APR
|
15.14%
|
|||
Lowest APR
|
0.01%
|
Percentage New and Used Composition
|
|
|
New
|
60.07%
|
|||
Used
|
39.93%
|
|||
Weighted Average FICO
|
778
|
|||
Month
|
Date
|
30-59 Days Delinquent
|
Number of 30-59 Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
60-89 Days Delinquent
|
Number of 60-89 Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
90-119 Days Delinquent
|
Number
of 90-119 Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
120+ Days Delinquent
|
Number of 120+ Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
60+ Days Delinquent
|
Number of 60+ Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
1
|
1/31/2018
|
$2,212,664
|
66
|
0.17%
|
$353,935
|
11
|
0.03%
|
$120,034
|
1
|
0.01%
|
$0
|
0
|
0.00%
|
$473,969
|
12
|
0.04%
|
2
|
2/28/2018
|
$2,001,129
|
63
|
0.16%
|
$473,371
|
13
|
0.04%
|
$233,322
|
5
|
0.02%
|
$0
|
0
|
0.00%
|
$706,693
|
18
|
0.06%
|
3
|
3/31/2018
|
$2,153,199
|
74
|
0.17%
|
$376,541
|
13
|
0.03%
|
$49,340
|
3
|
0.00%
|
$205,784
|
4
|
0.02%
|
$631,665
|
20
|
0.05%
|
4
|
4/30/2018
|
$1,700,443
|
58
|
0.14%
|
$530,502
|
21
|
0.04%
|
$178,468
|
7
|
0.01%
|
$65,390
|
3
|
0.01%
|
$774,360
|
31
|
0.06%
|
5
|
5/31/2018
|
$2,223,790
|
70
|
0.19%
|
$661,287
|
20
|
0.06%
|
$281,863
|
12
|
0.02%
|
$147,404
|
6
|
0.01%
|
$1,090,554
|
38
|
0.09%
|
6
|
6/30/2018
|
$2,233,434
|
83
|
0.20%
|
$595,893
|
16
|
0.05%
|
$293,795
|
8
|
0.03%
|
$207,429
|
9
|
0.02%
|
$1,097,116
|
33
|
0.10%
|
7
|
7/31/2018
|
$2,333,301
|
87
|
0.22%
|
$684,374
|
25
|
0.06%
|
$283,515
|
8
|
0.03%
|
$82,086
|
2
|
0.01%
|
$1,049,975
|
35
|
0.10%
|
8
|
8/31/2018
|
$2,076,913
|
75
|
0.20%
|
$823,647
|
28
|
0.08%
|
$188,743
|
7
|
0.02%
|
$176,645
|
6
|
0.02%
|
$1,189,035
|
41
|
0.12%
|
9
|
9/30/2018
|
$2,897,441
|
103
|
0.29%
|
$692,801
|
25
|
0.07%
|
$336,286
|
11
|
0.03%
|
$29,161
|
2
|
0.00%
|
$1,058,248
|
38
|
0.11%
|
10
|
10/31/2018
|
$2,788,871
|
112
|
0.29%
|
$881,577
|
30
|
0.09%
|
$229,196
|
8
|
0.02%
|
$174,527
|
5
|
0.02%
|
$1,285,300
|
43
|
0.14%
|
11
|
11/30/2018
|
$3,031,612
|
124
|
0.33%
|
$827,934
|
35
|
0.09%
|
$562,370
|
17
|
0.06%
|
$190,568
|
6
|
0.02%
|
$1,580,872
|
58
|
0.17%
|
12
|
12/31/2018
|
$3,471,361
|
138
|
0.40%
|
$1,020,706
|
34
|
0.12%
|
$453,185
|
18
|
0.05%
|
$255,570
|
9
|
0.03%
|
$1,729,461
|
61
|
0.20%
|
13
|
1/31/2019
|
$3,103,660
|
129
|
0.37%
|
$1,029,015
|
41
|
0.12%
|
$445,173
|
13
|
0.05%
|
$296,991
|
10
|
0.04%
|
$1,771,179
|
64
|
0.21%
|
14
|
2/28/2019
|
$2,873,224
|
109
|
0.36%
|
$824,147
|
33
|
0.10%
|
$479,483
|
19
|
0.06%
|
$177,138
|
4
|
0.02%
|
$1,480,768
|
56
|
0.18%
|
15
|
3/31/2019
|
$3,292,245
|
132
|
0.43%
|
$760,487
|
26
|
0.10%
|
$255,247
|
14
|
0.03%
|
$193,036
|
7
|
0.03%
|
$1,208,769
|
47
|
0.16%
|
16
|
4/30/2019
|
$2,620,835
|
107
|
0.36%
|
$861,842
|
31
|
0.12%
|
$294,124
|
14
|
0.04%
|
$70,310
|
4
|
0.01%
|
$1,226,276
|
49
|
0.17%
|
17
|
5/31/2019
|
$2,818,473
|
121
|
0.40%
|
$793,608
|
35
|
0.11%
|
$491,308
|
16
|
0.07%
|
$124,081
|
5
|
0.02%
|
$1,408,997
|
56
|
0.20%
|
18
|
6/30/2019
|
$2,846,599
|
120
|
0.43%
|
$893,153
|
41
|
0.13%
|
$180,444
|
10
|
0.03%
|
$261,805
|
8
|
0.04%
|
$1,335,402
|
59
|
0.20%
|
19
|
7/31/2019
|
$3,074,683
|
135
|
0.48%
|
$752,648
|
30
|
0.12%
|
$329,384
|
15
|
0.05%
|
$107,172
|
6
|
0.02%
|
$1,189,205
|
51
|
0.19%
|
20
|
8/31/2019
|
$3,409,546
|
152
|
0.56%
|
$958,125
|
45
|
0.16%
|
$250,206
|
10
|
0.04%
|
$159,031
|
7
|
0.03%
|
$1,367,361
|
62
|
0.23%
|
21
|
9/30/2019
|
$3,290,708
|
143
|
0.57%
|
$1,276,949
|
54
|
0.22%
|
$258,071
|
17
|
0.05%
|
$147,261
|
5
|
0.03%
|
$1,682,281
|
76
|
0.29%
|
22
|
10/31/2019
|
$2,886,011
|
123
|
0.53%
|
$1,274,468
|
48
|
0.23%
|
$255,466
|
13
|
0.05%
|
$169,901
|
11
|
0.03%
|
$1,699,836
|
72
|
0.31%
|
23
|
11/30/2019
|
$3,082,278
|
134
|
0.60%
|
$1,316,842
|
55
|
0.26%
|
$172,280
|
7
|
0.03%
|
$119,830
|
5
|
0.02%
|
$1,608,953
|
67
|
0.31%
|
24
|
12/31/2019
|
$3,081,265
|
150
|
0.63%
|
$1,431,726
|
55
|
0.29%
|
$328,572
|
18
|
0.07%
|
$132,160
|
5
|
0.03%
|
$1,892,458
|
78
|
0.39%
|
25
|
1/31/2020
|
$2,770,667
|
139
|
0.60%
|
$1,115,718
|
46
|
0.24%
|
$277,547
|
10
|
0.06%
|
$125,358
|
7
|
0.03%
|
$1,518,624
|
63
|
0.33%
|
26
|
2/29/2020
|
$2,890,257
|
131
|
0.67%
|
$1,089,490
|
46
|
0.25%
|
$205,904
|
14
|
0.05%
|
$64,629
|
3
|
0.01%
|
$1,360,023
|
63
|
0.31%
|
27
|
3/31/2020
|
$2,384,313
|
128
|
0.58%
|
$976,232
|
42
|
0.24%
|
$551,591
|
22
|
0.14%
|
$73,493
|
6
|
0.02%
|
$1,601,315
|
70
|
0.39%
|
28
|
4/30/2020
|
$2,138,480
|
123
|
0.55%
|
$907,478
|
46
|
0.23%
|
$489,926
|
23
|
0.13%
|
$307,702
|
16
|
0.08%
|
$1,705,105
|
85
|
0.44%
|
29
|
5/31/2020
|
$2,286,220
|
120
|
0.63%
|
$550,707
|
31
|
0.15%
|
$404,483
|
24
|
0.11%
|
$188,267
|
11
|
0.05%
|
$1,143,458
|
66
|
0.31%
|
30
|
6/30/2020
|
$2,341,290
|
124
|
0.69%
|
$879,171
|
50
|
0.26%
|
$341,668
|
19
|
0.10%
|
$283,957
|
15
|
0.08%
|
$1,504,796
|
84
|
0.44%
|
31
|
7/31/2020
|
$2,528,367
|
132
|
0.80%
|
$901,778
|
47
|
0.28%
|
$598,940
|
32
|
0.19%
|
$279,920
|
14
|
0.09%
|
$1,780,638
|
93
|
0.56%
|
32
|
8/31/2020
|
$1,663,360
|
96
|
0.57%
|
$924,566
|
46
|
0.31%
|
$536,419
|
28
|
0.18%
|
$447,108
|
23
|
0.15%
|
$1,908,093
|
97
|
0.65%
|
33
|
9/30/2020
|
$1,448,800
|
91
|
0.53%
|
$808,532
|
47
|
0.30%
|
$442,180
|
24
|
0.16%
|
$436,176
|
18
|
0.16%
|
$1,686,888
|
89
|
0.62%
|
34
|
10/31/2020
|
$1,707,524
|
117
|
0.68%
|
$565,774
|
32
|
0.23%
|
$489,983
|
27
|
0.20%
|
$315,576
|
17
|
0.13%
|
$1,371,332
|
76
|
0.55%
|
35
|
11/30/2020
|
$1,627,325
|
109
|
0.70%
|
$773,504
|
50
|
0.33%
|
$138,802
|
11
|
0.06%
|
$313,153
|
17
|
0.13%
|
$1,225,459
|
78
|
0.53%
|
36
|
12/31/2020
|
$1,398,202
|
94
|
0.65%
|
$573,832
|
44
|
0.27%
|
$441,137
|
23
|
0.21%
|
$103,388
|
6
|
0.05%
|
$1,118,358
|
73
|
0.52%
|
37
|
1/31/2021
|
$1,175,819
|
83
|
0.60%
|
$483,662
|
37
|
0.25%
|
$215,202
|
16
|
0.11%
|
$380,283
|
20
|
0.19%
|
$1,079,147
|
73
|
0.55%
|
38
|
2/28/2021
|
$1,080,421
|
79
|
0.60%
|
$452,496
|
31
|
0.25%
|
$288,096
|
20
|
0.16%
|
$186,991
|
12
|
0.10%
|
$927,584
|
63
|
0.51%
|
39
|
3/31/2021
|
$904,152
|
78
|
0.55%
|
$372,376
|
24
|
0.23%
|
$135,921
|
9
|
0.08%
|
$96,127
|
7
|
0.06%
|
$604,424
|
40
|
0.37%
|
40
|
4/30/2021
|
$768,252
|
64
|
0.52%
|
$445,718
|
30
|
0.30%
|
$118,985
|
12
|
0.08%
|
$73,522
|
4
|
0.05%
|
$638,224
|
46
|
0.43%
|
41
|
5/31/2021
|
$787,481
|
72
|
0.58%
|
$310,403
|
20
|
0.23%
|
$139,563
|
13
|
0.10%
|
$48,547
|
4
|
0.04%
|
$498,513
|
37
|
0.37%
|
42
|
6/30/2021
|
$624,406
|
61
|
0.51%
|
$202,458
|
17
|
0.17%
|
$150,875
|
14
|
0.12%
|
$14,792
|
2
|
0.01%
|
$368,125
|
33
|
0.30%
|
43
|
7/31/2021
|
$732,363
|
65
|
0.67%
|
$136,670
|
14
|
0.13%
|
$147,723
|
12
|
0.14%
|
$13,482
|
2
|
0.01%
|
$297,876
|
28
|
0.27%
|
Month
|
Date
|
30-59 Days Delinquent
|
Number of 30-59 Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
60-89 Days Delinquent
|
Number of 60-89 Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
90-119 Days Delinquent
|
Number
of 90-119 Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
120+ Days Delinquent
|
Number of 120+ Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
60+ Days Delinquent
|
Number of 60+ Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
44
|
8/31/2021
|
$657,751
|
65
|
0.67%
|
$210,861
|
19
|
0.22%
|
$76,840
|
9
|
0.08%
|
$27,078
|
2
|
0.03%
|
$314,779
|
30
|
0.32%
|
45
|
9/30/2021
|
$720,357
|
79
|
0.82%
|
$297,290
|
25
|
0.34%
|
$84,871
|
7
|
0.10%
|
$32,246
|
2
|
0.04%
|
$414,407
|
34
|
0.47%
|
46
|
10/31/2021
|
$527,968
|
61
|
0.67%
|
$197,504
|
21
|
0.25%
|
$113,263
|
8
|
0.14%
|
$86,531
|
5
|
0.11%
|
$397,299
|
34
|
0.51%
|
47
|
11/30/2021
|
$447,415
|
55
|
0.64%
|
$253,924
|
27
|
0.36%
|
$53,939
|
6
|
0.08%
|
$72,084
|
5
|
0.10%
|
$379,947
|
38
|
0.54%
|
Month
|
Date
|
Ending Aggregate Principal Balance
|
Cumulative Loss
|
Cumulative Loss as a % of Original Aggregate Principal Balance
|
Prepayments
|
Weighted Average APR
|
1
|
1/31/2018
|
$1,328,434,244
|
$(9,248)
|
0.00%
|
$29,574,753
|
2.39%
|
2
|
2/28/2018
|
$1,284,281,038
|
$28,224
|
0.00%
|
$13,271,381
|
2.39%
|
3
|
3/31/2018
|
$1,236,124,731
|
$58,608
|
0.00%
|
$15,940,903
|
2.39%
|
4
|
4/30/2018
|
$1,193,452,304
|
$154,307
|
0.01%
|
$12,928,758
|
2.39%
|
5
|
5/31/2018
|
$1,150,228,822
|
$230,557
|
0.02%
|
$13,404,334
|
2.39%
|
6
|
6/30/2018
|
$1,109,327,351
|
$351,608
|
0.02%
|
$11,989,313
|
2.38%
|
7
|
7/31/2018
|
$1,067,394,391
|
$518,155
|
0.04%
|
$12,460,322
|
2.38%
|
8
|
8/31/2018
|
$1,025,317,281
|
$641,074
|
0.05%
|
$13,119,024
|
2.38%
|
9
|
9/30/2018
|
$987,748,328
|
$702,461
|
0.05%
|
$10,731,736
|
2.38%
|
10
|
10/31/2018
|
$948,044,707
|
$860,240
|
0.06%
|
$11,856,732
|
2.38%
|
11
|
11/30/2018
|
$911,084,954
|
$979,221
|
0.07%
|
$10,113,873
|
2.38%
|
12
|
12/31/2018
|
$875,623,310
|
$1,082,425
|
0.08%
|
$9,248,298
|
2.38%
|
13
|
1/31/2019
|
$838,639,122
|
$1,140,927
|
0.08%
|
$10,997,861
|
2.38%
|
14
|
2/28/2019
|
$805,238,563
|
$1,308,961
|
0.09%
|
$8,304,476
|
2.38%
|
15
|
3/31/2019
|
$769,483,798
|
$1,521,743
|
0.11%
|
$9,771,828
|
2.37%
|
16
|
4/30/2019
|
$735,392,630
|
$1,584,442
|
0.11%
|
$9,961,602
|
2.37%
|
17
|
5/31/2019
|
$701,194,528
|
$1,723,941
|
0.12%
|
$10,393,867
|
2.37%
|
18
|
6/30/2019
|
$669,147,435
|
$1,841,449
|
0.13%
|
$9,393,605
|
2.37%
|
19
|
7/31/2019
|
$636,460,555
|
$1,911,160
|
0.13%
|
$9,696,502
|
2.37%
|
20
|
8/31/2019
|
$604,001,430
|
$2,062,463
|
0.14%
|
$10,086,189
|
2.37%
|
21
|
9/30/2019
|
$573,101,864
|
$2,182,450
|
0.15%
|
$9,689,569
|
2.37%
|
22
|
10/31/2019
|
$542,509,318
|
$2,245,979
|
0.16%
|
$9,588,568
|
2.37%
|
23
|
11/30/2019
|
$515,297,846
|
$2,282,031
|
0.16%
|
$7,175,398
|
2.37%
|
24
|
12/31/2019
|
$487,019,577
|
$2,357,028
|
0.17%
|
$8,832,851
|
2.37%
|
25
|
1/31/2020
|
$458,631,716
|
$2,410,017
|
0.17%
|
$8,567,450
|
2.37%
|
26
|
2/29/2020
|
$433,665,896
|
$2,436,282
|
0.17%
|
$6,495,332
|
2.38%
|
27
|
3/31/2020
|
$408,241,584
|
$2,489,959
|
0.18%
|
$7,374,887
|
2.37%
|
28
|
4/30/2020
|
$387,366,819
|
$2,539,394
|
0.18%
|
$4,246,165
|
2.38%
|
29
|
5/31/2020
|
$364,716,132
|
$2,604,375
|
0.18%
|
$5,194,944
|
2.38%
|
30
|
6/30/2020
|
$340,778,479
|
$2,662,161
|
0.19%
|
$6,931,681
|
2.38%
|
31
|
7/31/2020
|
$316,584,309
|
$2,679,728
|
0.19%
|
$7,106,889
|
2.38%
|
32
|
8/31/2020
|
$294,373,501
|
$2,679,621
|
0.19%
|
$6,445,765
|
2.39%
|
33
|
9/30/2020
|
$272,635,213
|
$2,697,860
|
0.19%
|
$6,479,916
|
2.39%
|
34
|
10/31/2020
|
$251,224,101
|
$2,697,753
|
0.19%
|
$6,288,976
|
2.39%
|
35
|
11/30/2020
|
$232,804,183
|
$2,712,489
|
0.19%
|
$4,543,099
|
2.39%
|
36
|
12/31/2020
|
$213,626,273
|
$2,712,379
|
0.19%
|
$5,285,439
|
2.39%
|
37
|
1/31/2021
|
$196,065,702
|
$2,694,276
|
0.19%
|
$4,414,690
|
2.40%
|
38
|
2/28/2021
|
$180,405,561
|
$2,703,758
|
0.19%
|
$3,029,975
|
2.40%
|
39
|
3/31/2021
|
$163,441,706
|
$2,711,048
|
0.19%
|
$4,246,577
|
2.40%
|
40
|
4/30/2021
|
$148,346,649
|
$2,728,732
|
0.19%
|
$3,565,406
|
2.41%
|
41
|
5/31/2021
|
$134,649,710
|
$2,728,326
|
0.19%
|
$2,962,833
|
2.41%
|
42
|
6/30/2021
|
$121,344,014
|
$2,731,302
|
0.19%
|
$2,925,407
|
2.42%
|
43
|
7/31/2021
|
$109,254,909
|
$2,730,112
|
0.19%
|
$2,326,299
|
2.42%
|
44
|
8/31/2021
|
$98,059,870
|
$2,729,569
|
0.19%
|
$2,216,262
|
2.43%
|
45
|
9/30/2021
|
$87,942,098
|
$2,728,901
|
0.19%
|
$1,874,600
|
2.44%
|
Month
|
Date
|
Ending Aggregate Principal Balance
|
Cumulative Loss
|
Cumulative Loss as a % of Original Aggregate Principal Balance
|
Prepayments
|
Weighted Average APR
|
46
|
10/31/2021
|
$78,448,924
|
$2,727,959
|
0.19%
|
$1,730,738
|
2.45%
|
47
|
11/30/2021
|
$70,052,845
|
$2,727,426
|
0.19%
|
$1,522,313
|
2.45%
|
BMW Vehicle Owner Trust 2019-A
Static Pool Data
Delinquency and Loss Experience
|
||||
Composition of Original Pool Receivables
|
||||
Closing Date
|
September 18, 2019
|
Original Term
|
||
Cutoff Date
|
July 31, 2019
|
Weighted Average Original Term
|
63.62 months
|
|
Number of Receivables
|
48,130
|
Longest Original Term
|
72 months
|
|
Aggregate Principal Balance
|
$1,350,116,131
|
Shortest Original Term
|
18 months
|
|
Principal Balance
|
Remaining Term
|
|
||
Average Principal Balance
|
$28,051
|
Weighted Average Remaining Term
|
51.14 months
|
|
Highest Principal Balance
|
$169,463
|
Longest Remaining Term
|
71 months
|
|
Lowest Principal Balance
|
$1,758
|
Shortest Remaining Term
|
6 months
|
|
Original Principal Balance
|
Composition of Top 5 States
|
|
||
Average Original Principal Balance
|
$36,684
|
California
|
18.39%
|
|
Highest Original Principal Balance
|
$213,595
|
Texas
|
11.52%
|
|
Lowest Original Principal Balance
|
$3,500
|
Florida
|
7.88%
|
|
Annual Percentage Rate (APR)
|
New Jersey
|
4.53%
|
||
Weighted Average APR
|
3.12%
|
Pennsylvania
|
4.43%
|
|
Highest APR
|
15.35%
|
|||
Lowest APR
|
0.01%
|
Percentage New and Used Composition
|
|
|
New
|
68.19%
|
|||
Used
|
31.81%
|
|||
Weighted Average FICO
|
784
|
|||
Month
|
Date
|
30-59 Days Delinquent
|
Number of 30-59 Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
60-89 Days Delinquent
|
Number of 60-89 Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
90-119 Days Delinquent
|
Number
of 90-119 Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
120+ Days Delinquent
|
Number of 120+ Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
60+ Days Delinquent
|
Number of 60+ Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
1
|
9/30/2019
|
$1,430,503
|
44
|
0.11%
|
$120,275
|
3
|
0.01%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$120,275
|
3
|
0.01%
|
2
|
10/31/2019
|
$1,813,136
|
52
|
0.15%
|
$571,224
|
15
|
0.05%
|
$88,630
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$659,854
|
17
|
0.05%
|
3
|
11/30/2019
|
$1,991,230
|
63
|
0.17%
|
$277,914
|
8
|
0.02%
|
$171,280
|
5
|
0.01%
|
$88,630
|
2
|
0.01%
|
$537,824
|
15
|
0.05%
|
4
|
12/31/2019
|
$2,254,905
|
77
|
0.20%
|
$597,343
|
17
|
0.05%
|
$132,463
|
5
|
0.01%
|
$135,849
|
3
|
0.01%
|
$865,655
|
25
|
0.08%
|
5
|
1/31/2020
|
$2,202,177
|
67
|
0.20%
|
$580,791
|
19
|
0.05%
|
$258,018
|
7
|
0.02%
|
$85,785
|
3
|
0.01%
|
$924,595
|
29
|
0.09%
|
6
|
2/29/2020
|
$1,691,738
|
59
|
0.16%
|
$467,728
|
13
|
0.05%
|
$414,950
|
12
|
0.04%
|
$63,138
|
2
|
0.01%
|
$945,817
|
27
|
0.09%
|
7
|
3/31/2020
|
$2,541,889
|
88
|
0.26%
|
$531,970
|
15
|
0.05%
|
$99,624
|
4
|
0.01%
|
$284,325
|
8
|
0.03%
|
$915,919
|
27
|
0.09%
|
8
|
4/30/2020
|
$3,740,717
|
123
|
0.39%
|
$631,163
|
22
|
0.07%
|
$281,902
|
9
|
0.03%
|
$99,624
|
4
|
0.01%
|
$1,012,688
|
35
|
0.11%
|
9
|
5/31/2020
|
$3,265,470
|
113
|
0.35%
|
$982,892
|
34
|
0.11%
|
$242,438
|
10
|
0.03%
|
$201,949
|
7
|
0.02%
|
$1,427,278
|
51
|
0.15%
|
10
|
6/30/2020
|
$3,121,293
|
96
|
0.35%
|
$958,270
|
30
|
0.01%
|
$531,567
|
22
|
0.06%
|
$134,475
|
5
|
0.02%
|
$1,624,313
|
57
|
0.08%
|
11
|
7/31/2020
|
$3,438,606
|
111
|
0.41%
|
$1,279,784
|
35
|
0.15%
|
$601,890
|
16
|
0.07%
|
$406,980
|
17
|
0.05%
|
$2,288,654
|
68
|
0.27%
|
12
|
8/31/2020
|
$2,593,896
|
92
|
0.32%
|
$1,379,433
|
41
|
0.17%
|
$838,687
|
22
|
0.10%
|
$399,890
|
10
|
0.05%
|
$2,618,010
|
73
|
0.33%
|
13
|
9/30/2020
|
$2,813,655
|
94
|
0.37%
|
$971,788
|
34
|
0.13%
|
$632,490
|
22
|
0.08%
|
$583,332
|
17
|
0.08%
|
$2,187,610
|
73
|
0.29%
|
14
|
10/31/2020
|
$3,035,669
|
118
|
0.42%
|
$797,220
|
31
|
0.11%
|
$388,521
|
14
|
0.05%
|
$581,785
|
18
|
0.08%
|
$1,767,526
|
63
|
0.25%
|
15
|
11/30/2020
|
$2,567,216
|
102
|
0.37%
|
$907,483
|
40
|
0.13%
|
$598,215
|
21
|
0.09%
|
$167,461
|
5
|
0.02%
|
$1,673,160
|
66
|
0.24%
|
16
|
12/31/2020
|
$2,359,207
|
91
|
0.36%
|
$818,032
|
34
|
0.13%
|
$556,033
|
18
|
0.09%
|
$329,036
|
12
|
0.05%
|
$1,703,100
|
64
|
0.26%
|
17
|
1/31/2021
|
$2,233,425
|
81
|
0.36%
|
$508,997
|
20
|
0.08%
|
$520,251
|
21
|
0.08%
|
$78,973
|
5
|
0.01%
|
$1,108,222
|
46
|
0.18%
|
18
|
2/28/2021
|
$1,517,875
|
65
|
0.26%
|
$604,001
|
20
|
0.10%
|
$379,863
|
16
|
0.07%
|
$312,866
|
10
|
0.05%
|
$1,296,730
|
46
|
0.22%
|
19
|
3/31/2021
|
$1,518,738
|
68
|
0.28%
|
$442,372
|
16
|
0.08%
|
$246,151
|
9
|
0.05%
|
$145,361
|
5
|
0.03%
|
$833,884
|
30
|
0.15%
|
20
|
4/30/2021
|
$943,502
|
49
|
0.18%
|
$336,368
|
15
|
0.07%
|
$229,485
|
9
|
0.04%
|
$259,187
|
9
|
0.05%
|
$825,040
|
33
|
0.16%
|
21
|
5/31/2021
|
$1,337,021
|
55
|
0.28%
|
$439,839
|
24
|
0.09%
|
$205,211
|
9
|
0.04%
|
$97,934
|
5
|
0.02%
|
$742,985
|
38
|
0.15%
|
22
|
6/30/2021
|
$1,287,064
|
57
|
0.29%
|
$280,933
|
12
|
0.06%
|
$227,624
|
12
|
0.05%
|
$124,728
|
6
|
0.03%
|
$633,285
|
30
|
0.14%
|
23
|
7/31/2021
|
$1,533,054
|
63
|
0.36%
|
$385,167
|
15
|
0.09%
|
$147,615
|
8
|
0.04%
|
$119,149
|
5
|
0.03%
|
$651,931
|
28
|
0.15%
|
24
|
8/31/2021
|
$1,126,141
|
50
|
0.29%
|
$517,556
|
23
|
0.13%
|
$184,806
|
6
|
0.05%
|
$147,574
|
7
|
0.04%
|
$849,935
|
36
|
0.22%
|
25
|
9/30/2021
|
$1,222,525
|
62
|
0.33%
|
$432,022
|
20
|
0.12%
|
$199,356
|
9
|
0.05%
|
$51,763
|
2
|
0.01%
|
$683,141
|
31
|
0.19%
|
26
|
10/31/2021
|
$1,357,122
|
69
|
0.39%
|
$439,817
|
18
|
0.13%
|
$96,509
|
5
|
0.03%
|
$148,685
|
5
|
0.04%
|
$685,011
|
28
|
0.20%
|
27
|
11/30/2021
|
$968,171
|
54
|
0.30%
|
$443,061
|
22
|
0.14%
|
$231,608
|
9
|
0.07%
|
$25,798
|
2
|
0.01%
|
$700,466
|
33
|
0.22%
|
28
|
12/31/2021
|
$1,022,118
|
62
|
0.34%
|
$387,449
|
18
|
0.13%
|
$237,776
|
10
|
0.08%
|
$144,582
|
5
|
0.05%
|
$769,806
|
33
|
0.26%
|
29
|
1/31/2022
|
$1,092,757
|
58
|
0.39%
|
$416,053
|
26
|
0.15%
|
$258,970
|
9
|
0.09%
|
$144,021
|
5
|
0.05%
|
$819,043
|
40
|
0.29%
|
30
|
2/28/2022
|
$1,092,191
|
58
|
0.42%
|
$430,979
|
18
|
0.17%
|
$243,064
|
14
|
0.09%
|
$69,757
|
3
|
0.03%
|
$743,800
|
35
|
0.29%
|
31
|
3/31/2022
|
$1,112,907
|
63
|
0.47%
|
$414,334
|
18
|
0.17%
|
$207,599
|
9
|
0.09%
|
$45,742
|
3
|
0.02%
|
$667,675
|
30
|
0.28%
|
32
|
4/30/2022
|
$1,041,245
|
60
|
0.47%
|
$ 309,510
|
17
|
0.14%
|
$147,936
|
7
|
0.07%
|
$79,787
|
2
|
0.04%
|
$537,233
|
26
|
0.24%
|
33
|
5/31/2022
|
$939,925
|
65
|
0.46%
|
$ 314,880
|
15
|
0.15%
|
$228,816
|
14
|
0.11%
|
$70,321
|
2
|
0.03%
|
$614,017
|
31
|
0.30%
|
34
|
6/30/2022
|
$776,208
|
57
|
0.41%
|
$ 273,096
|
18
|
0.15%
|
$213,930
|
11
|
0.11%
|
$150,612
|
9
|
0.08%
|
$637,637
|
38
|
0.34%
|
35
|
7/31/2022
|
$1,022,365
|
74
|
0.59%
|
$ 258,210
|
15
|
0.15%
|
$76,601
|
10
|
0.04%
|
$152,942
|
7
|
0.09%
|
$487,752
|
32
|
0.28%
|
36
|
8/31/2022
|
$851,915
|
63
|
0.54%
|
$ 266,680
|
20
|
0.17%
|
$93,214
|
7
|
0.06%
|
$49,114
|
5
|
0.03%
|
$409,008
|
32
|
0.26%
|
37
|
9/30/2022
|
$805,652
|
63
|
0.56%
|
$ 346,274
|
20
|
0.24%
|
$84,398
|
7
|
0.06%
|
$48,621
|
3
|
0.03%
|
$479,293
|
30
|
0.33%
|
38
|
10/31/2022
|
$802,615
|
60
|
0.61%
|
$ 385,864
|
21
|
0.29%
|
$100,690
|
8
|
0.08%
|
$5,765
|
1
|
0.00%
|
$492,319
|
30
|
0.37%
|
39
|
11/30/2022
|
$664,653
|
65
|
0.56%
|
$ 399,076
|
23
|
0.33%
|
$103,805
|
9
|
0.09%
|
$24,180
|
2
|
0.02%
|
$527,061
|
34
|
0.44%
|
40
|
12/31/2022
|
$740,137
|
64
|
0.69%
|
$ 357,609
|
24
|
0.33%
|
$169,114
|
15
|
0.16%
|
$4,123
|
1
|
0.00%
|
$530,847
|
40
|
0.49%
|
41
|
1/31/2023
|
$632,298
|
69
|
0.65%
|
$ 195,569
|
14
|
0.20%
|
$83,499
|
11
|
0.09%
|
$66,206
|
7
|
0.07%
|
$345,274
|
32
|
0.36%
|
42
|
2/28/2023
|
$562,580
|
56
|
0.65%
|
$ 171,639
|
18
|
0.20%
|
$99,918
|
5
|
0.11%
|
$27,801
|
4
|
0.03%
|
$299,359
|
27
|
0.34%
|
43
|
3/31/2023
|
$599,926
|
56
|
0.78%
|
$ 234,521
|
22
|
0.30%
|
$ 1,812
|
3
|
0.00%
|
$0
|
0
|
0.00%
|
$236,333
|
25
|
0.31%
|
Month
|
Date
|
Ending Aggregate Principal Balance
|
Cumulative Loss
|
Cumulative Loss as a % of Original Aggregate Principal Balance
|
Prepayments
|
Weighted Average APR
|
1
|
9/30/2019
|
$1,255,058,106
|
$8,132
|
0.00%
|
$28,737,260
|
3.12%
|
2
|
10/31/2019
|
$1,206,572,369
|
$34,010
|
0.00%
|
$16,041,537
|
3.12%
|
3
|
11/30/2019
|
$1,162,754,266
|
$67,861
|
0.01%
|
$13,364,681
|
3.13%
|
4
|
12/31/2019
|
$1,118,507,060
|
$98,887
|
0.01%
|
$14,064,601
|
3.13%
|
5
|
1/31/2020
|
$1,074,669,626
|
$181,499
|
0.01%
|
$13,746,674
|
3.13%
|
6
|
2/29/2020
|
$1,033,912,567
|
$315,802
|
0.02%
|
$11,797,733
|
3.14%
|
7
|
3/31/2020
|
$993,742,005
|
$412,257
|
0.03%
|
$9,438,345
|
3.14%
|
8
|
4/30/2020
|
$958,761,286
|
$476,849
|
0.04%
|
$8,490,550
|
3.14%
|
9
|
5/31/2020
|
$921,797,746
|
$560,946
|
0.04%
|
$10,057,564
|
3.15%
|
10
|
6/30/2020
|
$880,845,872
|
$621,931
|
0.05%
|
$13,876,648
|
3.15%
|
11
|
7/31/2020
|
$838,964,296
|
$639,600
|
0.05%
|
$14,914,408
|
3.16%
|
12
|
8/31/2020
|
$799,133,606
|
$635,587
|
0.05%
|
$14,176,336
|
3.16%
|
13
|
9/30/2020
|
$759,417,884
|
$774,869
|
0.06%
|
$14,461,799
|
3.17%
|
14
|
10/31/2020
|
$720,182,582
|
$782,210
|
0.06%
|
$14,104,669
|
3.17%
|
15
|
11/30/2020
|
$685,051,696
|
$897,694
|
0.07%
|
$11,341,586
|
3.18%
|
16
|
12/31/2020
|
$648,462,952
|
$934,216
|
0.07%
|
$12,982,795
|
3.18%
|
17
|
1/31/2021
|
$612,995,596
|
$943,593
|
0.07%
|
$12,543,962
|
3.19%
|
18
|
2/28/2021
|
$582,205,670
|
$948,173
|
0.07%
|
$9,453,620
|
3.20%
|
19
|
3/31/2021
|
$544,791,672
|
$969,887
|
0.07%
|
$14,245,931
|
3.20%
|
20
|
4/30/2021
|
$512,322,287
|
$974,694
|
0.07%
|
$11,489,227
|
3.21%
|
21
|
5/31/2021
|
$481,488,884
|
$972,504
|
0.07%
|
$11,175,064
|
3.21%
|
22
|
6/30/2021
|
$449,765,232
|
$961,942
|
0.07%
|
$12,608,299
|
3.21%
|
23
|
7/31/2021
|
$420,996,908
|
$961,358
|
0.07%
|
$9,915,553
|
3.22%
|
24
|
8/31/2021
|
$394,263,629
|
$964,636
|
0.07%
|
$9,281,968
|
3.23%
|
25
|
9/30/2021
|
$368,446,984
|
$959,388
|
0.07%
|
$8,830,541
|
3.24%
|
26
|
10/31/2021
|
$344,680,572
|
$939,243
|
0.07%
|
$7,059,544
|
3.24%
|
27
|
11/30/2021
|
$322,404,772
|
$933,407
|
0.07%
|
$6,421,743
|
3.25%
|
28
|
12/31/2021
|
$299,775,385
|
$932,743
|
0.07%
|
$6,637,126
|
3.26%
|
29
|
1/31/2022
|
$278,796,315
|
$932,696
|
0.07%
|
$6,177,607
|
3.27%
|
30
|
2/28/2022
|
$259,309,333
|
$950,570
|
0.07%
|
$5,015,707
|
3.29%
|
31
|
3/31/2022
|
$239,041,089
|
$950,523
|
0.07%
|
$5,526,984
|
3.30%
|
32
|
4/30/2022
|
$220,894,176
|
$948,637
|
0.07%
|
$4,599,304
|
3.32%
|
33
|
5/31/2022
|
$204,586,389
|
$948,591
|
0.07%
|
$3,527,128
|
3.33%
|
34
|
6/30/2022
|
$188,150,978
|
$949,440
|
0.07%
|
$3,836,618
|
3.34%
|
35
|
7/31/2022
|
$173,059,803
|
$947,208
|
0.07%
|
$2,927,590
|
3.36%
|
36
|
8/31/2022
|
$158,235,661
|
$955,153
|
0.07%
|
$3,158,720
|
3.39%
|
37
|
9/30/2022
|
$143,928,545
|
$954,647
|
0.07%
|
$3,134,253
|
3.41%
|
38
|
10/31/2022
|
$131,458,156
|
$954,140
|
0.07%
|
$1,905,522
|
3.44%
|
39
|
11/30/2022
|
$119,196,516
|
$953,203
|
0.07%
|
$2,265,874
|
3.48%
|
40
|
12/31/2022
|
$107,695,562
|
$956,422
|
0.07%
|
$1,753,876
|
3.52%
|
41
|
1/31/2023
|
$96,929,188
|
$960,145
|
0.07%
|
$1,864,485
|
3.56%
|
42
|
2/28/2023
|
$87,195,002
|
$953,292
|
0.07%
|
$1,389,109
|
3.59%
|
43
|
3/31/2023
|
$77,264,283
|
$967,202
|
0.07%
|
$1,482,380
|
3.63%
|
BMW Vehicle Owner Trust 2020-A
Static Pool Data
Delinquency and Loss Experience
|
||||
Composition of Original Pool Receivables
|
||||
Closing Date
|
July 15, 2020
|
Original Term
|
||
Cutoff Date
|
May 31, 2020
|
Weighted Average Original Term
|
65.06 months
|
|
Number of Receivables
|
37,199
|
Longest Original Term
|
72 months
|
|
Aggregate Principal Balance
|
$1,054,601,016.73
|
Shortest Original Term
|
24 months
|
|
Principal Balance
|
Remaining Term
|
|
||
Average Principal Balance
|
$28,350
|
Weighted Average Remaining Term
|
51.84 months
|
|
Highest Principal Balance
|
$174,921
|
Longest Remaining Term
|
70 months
|
|
Lowest Principal Balance
|
$1,751
|
Shortest Remaining Term
|
6 months
|
|
Original Principal Balance
|
Composition of Top 5 States
|
|
||
Average Original Principal Balance
|
$37,604
|
California
|
16.24%
|
|
Highest Original Principal Balance
|
$206,249
|
Texas
|
12.37%
|
|
Lowest Original Principal Balance
|
$4,014
|
Florida
|
7.43%
|
|
Annual Percentage Rate (APR)
|
Pennsylvania
|
4.85%
|
||
Weighted Average APR
|
3.35%
|
Illinois
|
4.77%
|
|
Highest APR
|
15.35%
|
|||
Lowest APR
|
0.01%
|
Percentage New and Used Composition
|
|
|
New
|
70.51%
|
|||
Used
|
29.49%
|
|||
Weighted Average FICO
|
784
|
|||
Month
|
Date
|
30-59 Days Delinquent
|
Number of 30-59 Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
60-89 Days Delinquent
|
Number of 60-89 Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
90-119 Days Delinquent
|
Number
of 90-119 Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
120+ Days Delinquent
|
Number of 120+ Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
60+ Days Delinquent
|
Number of 60+ Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
1
|
7/31/2020
|
$867,345
|
30
|
0.09%
|
$378,193
|
13
|
0.04%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$378,193
|
13
|
0.04%
|
2
|
8/31/2020
|
$1,067,439
|
34
|
0.11%
|
$97,198
|
2
|
0.01%
|
$173,859
|
6
|
0.02%
|
$0
|
0
|
0.00%
|
$271,057
|
8
|
0.03%
|
3
|
9/30/2020
|
$1,403,984
|
46
|
0.16%
|
$308,985
|
9
|
0.03%
|
$89,144
|
2
|
0.01%
|
$112,745
|
4
|
0.01%
|
$510,874
|
15
|
0.06%
|
4
|
10/31/2020
|
$1,383,432
|
54
|
0.16%
|
$136,096
|
6
|
0.02%
|
$240,468
|
6
|
0.03%
|
$56,696
|
1
|
0.01%
|
$433,260
|
13
|
0.05%
|
5
|
11/30/2020
|
$1,369,514
|
52
|
0.17%
|
$293,944
|
12
|
0.04%
|
$48,310
|
2
|
0.01%
|
$85,947
|
4
|
0.01%
|
$428,201
|
18
|
0.05%
|
6
|
12/31/2020
|
$1,236,840
|
46
|
0.16%
|
$393,131
|
17
|
0.05%
|
$95,389
|
4
|
0.01%
|
$31,452
|
1
|
0.00%
|
$519,971
|
22
|
0.07%
|
7
|
1/31/2021
|
$1,099,782
|
37
|
0.15%
|
$278,270
|
10
|
0.04%
|
$215,060
|
9
|
0.03%
|
$77,960
|
3
|
0.01%
|
$571,290
|
22
|
0.08%
|
8
|
2/28/2021
|
$1,366,870
|
44
|
0.19%
|
$215,575
|
7
|
0.03%
|
$104,999
|
5
|
0.01%
|
$85,244
|
4
|
0.01%
|
$405,818
|
16
|
0.06%
|
9
|
3/31/2021
|
$1,106,472
|
38
|
0.16%
|
$284,651
|
7
|
0.04%
|
$181,023
|
5
|
0.03%
|
$97,274
|
4
|
0.01%
|
$562,947
|
16
|
0.08%
|
10
|
4/30/2021
|
$1,027,666
|
39
|
0.16%
|
$540,942
|
18
|
0.08%
|
$188,348
|
4
|
0.03%
|
$117,451
|
3
|
0.02%
|
$846,741
|
25
|
0.13%
|
11
|
5/31/2021
|
$891,269
|
33
|
0.14%
|
$107,918
|
4
|
0.02%
|
$332,853
|
11
|
0.05%
|
$113,036
|
3
|
0.02%
|
$553,808
|
18
|
0.09%
|
12
|
6/30/2021
|
$1,156,789
|
43
|
0.20%
|
$155,484
|
5
|
0.03%
|
$214,353
|
8
|
0.04%
|
$184,239
|
5
|
0.03%
|
$554,075
|
18
|
0.09%
|
13
|
7/31/2021
|
$907,592
|
37
|
0.16%
|
$213,331
|
8
|
0.04%
|
$108,430
|
4
|
0.02%
|
$145,864
|
5
|
0.03%
|
$467,626
|
17
|
0.08%
|
14
|
8/31/2021
|
$747,418
|
29
|
0.14%
|
$355,987
|
14
|
0.07%
|
$105,952
|
4
|
0.02%
|
$81,956
|
3
|
0.02%
|
$543,894
|
21
|
0.10%
|
15
|
9/30/2021
|
$825,453
|
39
|
0.16%
|
$262,683
|
11
|
0.05%
|
$122,818
|
5
|
0.02%
|
$59,675
|
2
|
0.01%
|
$445,176
|
18
|
0.09%
|
16
|
10/31/2021
|
$634,126
|
27
|
0.13%
|
$327,288
|
15
|
0.07%
|
$161,061
|
5
|
0.03%
|
$61,252
|
3
|
0.01%
|
$549,601
|
23
|
0.12%
|
17
|
11/30/2021
|
$836,631
|
36
|
0.19%
|
$134,039
|
5
|
0.03%
|
$209,426
|
9
|
0.05%
|
$97,888
|
3
|
0.02%
|
$441,353
|
17
|
0.10%
|
18
|
12/31/2021
|
$1,035,705
|
49
|
0.24%
|
$179,590
|
8
|
0.04%
|
$140,699
|
6
|
0.03%
|
$38,696
|
2
|
0.01%
|
$358,986
|
16
|
0.08%
|
19
|
1/31/2022
|
$816,662
|
35
|
0.20%
|
$260,664
|
11
|
0.06%
|
$82,584
|
4
|
0.02%
|
$111,265
|
5
|
0.03%
|
$454,513
|
20
|
0.11%
|
20
|
2/28/2022
|
$1,036,491
|
45
|
0.27%
|
$384,996
|
13
|
0.10%
|
$136,203
|
6
|
0.04%
|
$32,041
|
2
|
0.01%
|
$553,240
|
21
|
0.15%
|
21
|
3/31/2022
|
$762,198
|
34
|
0.21%
|
$622,085
|
26
|
0.17%
|
$121,624
|
3
|
0.03%
|
$43,754
|
3
|
0.01%
|
$787,463
|
32
|
0.22%
|
22
|
4/30/2022
|
$761,507
|
35
|
0.23%
|
$233,637
|
10
|
0.07%
|
$202,581
|
10
|
0.06%
|
$121,624
|
3
|
0.04%
|
$557,841
|
23
|
0.17%
|
23
|
5/31/2022
|
$967,361
|
46
|
0.30%
|
$278,834
|
10
|
0.09%
|
$92,966
|
5
|
0.03%
|
$24,274
|
1
|
0.01%
|
$396,075
|
16
|
0.12%
|
24
|
6/30/2022
|
$824,373
|
42
|
0.28%
|
$331,742
|
11
|
0.11%
|
$52,227
|
2
|
0.02%
|
$79,242
|
4
|
0.03%
|
$463,211
|
17
|
0.15%
|
25
|
7/31/2022
|
$737,566
|
39
|
0.26%
|
$297,336
|
13
|
0.11%
|
$139,212
|
4
|
0.05%
|
$49,574
|
3
|
0.02%
|
$486,122
|
20
|
0.17%
|
26
|
8/31/2022
|
$826,068
|
52
|
0.31%
|
$235,262
|
10
|
0.09%
|
$101,593
|
4
|
0.04%
|
$0
|
0
|
0.00%
|
$336,854
|
14
|
0.13%
|
27
|
9/30/2022
|
$761,575
|
46
|
0.31%
|
$351,764
|
16
|
0.14%
|
$60,774
|
4
|
0.02%
|
$49,813
|
2
|
0.02%
|
$462,351
|
22
|
0.19%
|
28
|
10/31/2022
|
$1,058,535
|
60
|
0.45%
|
$280,522
|
16
|
0.12%
|
$252,735
|
11
|
0.11%
|
$16,101
|
1
|
0.01%
|
$549,358
|
28
|
0.24%
|
29
|
11/30/2022
|
$1,018,049
|
56
|
0.47%
|
$321,358
|
20
|
0.15%
|
$167,104
|
8
|
0.08%
|
$109,254
|
6
|
0.05%
|
$597,716
|
34
|
0.27%
|
30
|
12/31/2022
|
$970,538
|
56
|
0.47%
|
$397,451
|
21
|
0.19%
|
$138,037
|
10
|
0.07%
|
$78,526
|
4
|
0.04%
|
$614,014
|
35
|
0.30%
|
31
|
1/31/2023
|
$894,838
|
52
|
0.47%
|
$269,071
|
17
|
0.14%
|
$196,131
|
13
|
0.10%
|
$66,800
|
5
|
0.04%
|
$532,002
|
35
|
0.28%
|
32
|
2/28/2023
|
$845,949
|
55
|
0.48%
|
$245,438
|
16
|
0.14%
|
$111,481
|
7
|
0.06%
|
$121,755
|
6
|
0.07%
|
$478,674
|
29
|
0.27%
|
33
|
3/31/2023
|
$977,934
|
59
|
0.60%
|
$163,678
|
10
|
0.10%
|
$35,210
|
2
|
0.02%
|
$51,159
|
5
|
0.03%
|
$250,046
|
17
|
0.15%
|
Month
|
Date
|
Ending Aggregate Principal Balance
|
Cumulative Loss
|
Cumulative Loss as a % of Original Aggregate Principal Balance
|
Prepayments
|
Weighted Average APR
|
1
|
7/31/2020
|
$973,144,297
|
$0
|
0.00%
|
$28,860,910
|
3.35%
|
2
|
8/31/2020
|
$934,335,785
|
$6,077
|
0.00%
|
$13,811,484
|
3.35%
|
3
|
9/30/2020
|
$895,299,195
|
$6,077
|
0.00%
|
$15,186,004
|
3.36%
|
4
|
10/31/2020
|
$858,426,901
|
$(1,072)
|
0.00%
|
$12,995,426
|
3.36%
|
5
|
11/30/2020
|
$823,921,245
|
$13,155
|
0.00%
|
$12,851,570
|
3.37%
|
6
|
12/31/2020
|
$787,278,029
|
$13,155
|
0.00%
|
$13,859,871
|
3.37%
|
7
|
1/31/2021
|
$751,074,339
|
$57,907
|
0.01%
|
$13,863,220
|
3.37%
|
8
|
2/28/2021
|
$720,584,081
|
$57,907
|
0.01%
|
$10,073,414
|
3.38%
|
9
|
3/31/2021
|
$683,714,638
|
$59,972
|
0.01%
|
$14,843,952
|
3.38%
|
10
|
4/30/2021
|
$651,217,832
|
$68,054
|
0.01%
|
$12,241,649
|
3.38%
|
11
|
5/31/2021
|
$620,554,426
|
$68,054
|
0.01%
|
$11,819,295
|
3.38%
|
12
|
6/30/2021
|
$588,676,832
|
$67,315
|
0.01%
|
$13,324,370
|
3.39%
|
13
|
7/31/2021
|
$558,052,632
|
$73,701
|
0.01%
|
$12,442,193
|
3.39%
|
14
|
8/31/2021
|
$529,436,580
|
$70,936
|
0.01%
|
$11,224,913
|
3.40%
|
15
|
9/30/2021
|
$501,082,073
|
$78,857
|
0.01%
|
$11,427,333
|
3.40%
|
16
|
10/31/2021
|
$475,564,533
|
$82,451
|
0.01%
|
$8,751,932
|
3.40%
|
17
|
11/30/2021
|
$450,122,641
|
$79,225
|
0.01%
|
$9,478,687
|
3.41%
|
18
|
12/31/2021
|
$425,679,109
|
$78,748
|
0.01%
|
$8,656,988
|
3.41%
|
19
|
1/31/2022
|
$401,255,967
|
$78,748
|
0.01%
|
$9,458,013
|
3.41%
|
20
|
2/28/2022
|
$380,197,975
|
$77,475
|
0.01%
|
$6,674,090
|
3.42%
|
21
|
3/31/2022
|
$357,316,043
|
$93,067
|
0.01%
|
$7,958,255
|
3.43%
|
22
|
4/30/2022
|
$337,184,886
|
$105,934
|
0.01%
|
$6,127,683
|
3.43%
|
23
|
5/31/2022
|
$317,947,763
|
$107,176
|
0.01%
|
$5,872,603
|
3.43%
|
24
|
6/30/2022
|
$299,234,828
|
$102,861
|
0.01%
|
$5,721,478
|
3.44%
|
25
|
7/31/2022
|
$281,929,623
|
$118,242
|
0.01%
|
$4,620,248
|
3.45%
|
26
|
8/31/2022
|
$264,566,563
|
$116,321
|
0.01%
|
$4,942,846
|
3.46%
|
27
|
9/30/2022
|
$248,385,502
|
$127,910
|
0.01%
|
$4,322,333
|
3.47%
|
28
|
10/31/2022
|
$233,554,762
|
$137,725
|
0.01%
|
$3,493,518
|
3.48%
|
29
|
11/30/2022
|
$218,931,796
|
$147,607
|
0.01%
|
$3,498,490
|
3.48%
|
30
|
12/31/2022
|
$204,373,279
|
$146,407
|
0.01%
|
$3,341,813
|
3.50%
|
31
|
1/31/2023
|
$190,781,032
|
$144,759
|
0.01%
|
$2,975,350
|
3.51%
|
32
|
2/28/2023
|
$177,869,788
|
$143,480
|
0.01%
|
$2,792,756
|
3.52%
|
33
|
3/31/2023
|
$164,082,529
|
$142,842
|
0.01%
|
$3,335,994
|
3.53%
|
BMW Vehicle Owner Trust 2022-A
Static Pool Data
Delinquency and Loss Experience
|
||||
Composition of Original Pool Receivables
|
||||
Closing Date
|
May 18, 2022
|
Original Term
|
||
Cutoff Date
|
March 31, 2022
|
Weighted Average Original Term
|
63.93 months
|
|
Number of Receivables
|
54,064
|
Longest Original Term
|
72 months
|
|
Aggregate Principal Balance
|
$1,652,928,130.30
|
Shortest Original Term
|
18 months
|
|
Principal Balance
|
Remaining Term
|
|
||
Average Principal Balance
|
$30,574
|
Weighted Average Remaining Term
|
49.93 months
|
|
Highest Principal Balance
|
$176,472
|
Longest Remaining Term
|
68 months
|
|
Lowest Principal Balance
|
$1,758
|
Shortest Remaining Term
|
6 months
|
|
Original Principal Balance
|
Composition of Top 5 States
|
|
||
Average Original Principal Balance
|
$42,272
|
California
|
17.00%
|
|
Highest Original Principal Balance
|
$226,908
|
Texas
|
10.43%
|
|
Lowest Original Principal Balance
|
$4,770
|
Florida
|
8.95%
|
|
Annual Percentage Rate (APR)
|
Pennsylvania
|
4.93%
|
||
Weighted Average APR
|
2.81%
|
New Jersey
|
4.76%
|
|
Highest APR
|
14.59%
|
|||
Lowest APR
|
0.01%
|
Percentage New and Used Composition
|
|
|
New
|
69.31%
|
|||
Used
|
30.69%
|
|||
Weighted Average FICO
|
788
|
|||
Month
|
Date
|
30-59 Days Delinquent
|
Number of 30-59 Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
60-89 Days Delinquent
|
Number of 60-89 Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
90-119 Days Delinquent
|
Number
of 90-119 Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
120+ Days Delinquent
|
Number of 120+ Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
60+ Days Delinquent
|
Number of 60+ Days Delinq. Receiv-ables
|
% by $ of Ending Aggregate Principal Balance
|
1
|
5/31/2022
|
$1,214,862
|
38
|
0.08%
|
$101,476
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$101,476
|
2
|
0.01%
|
2
|
6/30/2022
|
$1,357,687
|
41
|
0.09%
|
$176,989
|
6
|
0.01%
|
$34,902
|
1
|
0.00%
|
$0
|
0
|
0.00%
|
$211,891
|
7
|
0.01%
|
3
|
7/31/2022
|
$1,950,766
|
51
|
0.14%
|
$130,413
|
3
|
0.01%
|
$153,207
|
4
|
0.01%
|
$38,657
|
2
|
0.00%
|
$322,276
|
9
|
0.02%
|
4
|
8/31/2022
|
$1,543,219
|
44
|
0.11%
|
$517,956
|
14
|
0.04%
|
$124,863
|
3
|
0.01%
|
$52,467
|
1
|
0.00%
|
$695,286
|
18
|
0.05%
|
5
|
9/30/2022
|
$2,160,052
|
65
|
0.17%
|
$543,339
|
14
|
0.04%
|
$206,595
|
5
|
0.02%
|
$38,077
|
1
|
0.00%
|
$788,011
|
20
|
0.06%
|
6
|
10/31/2022
|
$3,048,396
|
89
|
0.24%
|
$382,469
|
13
|
0.03%
|
$247,996
|
7
|
0.02%
|
$206,136
|
5
|
0.02%
|
$836,602
|
25
|
0.07%
|
7
|
11/30/2022
|
$2,841,463
|
78
|
0.24%
|
$1,201,449
|
33
|
0.10%
|
$126,496
|
4
|
0.01%
|
$179,337
|
4
|
0.01%
|
$1,507,282
|
41
|
0.12%
|
8
|
12/31/2022
|
$3,136,426
|
98
|
0.27%
|
$1,051,425
|
27
|
0.09%
|
$476,303
|
15
|
0.04%
|
$182,186
|
6
|
0.02%
|
$1,709,915
|
48
|
0.15%
|
9
|
1/31/2023
|
$2,958,883
|
92
|
0.27%
|
$1,221,952
|
36
|
0.11%
|
$447,795
|
12
|
0.04%
|
$133,266
|
7
|
0.01%
|
$1,803,014
|
55
|
0.16%
|
10
|
2/28/2023
|
$3,223,424
|
98
|
0.30%
|
$827,846
|
20
|
0.08%
|
$511,007
|
17
|
0.05%
|
$433,883
|
10
|
0.04%
|
$1,772,736
|
47
|
0.17%
|
11
|
3/31/2023
|
$3,651,127
|
109
|
0.36%
|
$1,141,693
|
32
|
0.11%
|
$132,842
|
3
|
0.01%
|
$299,936
|
10
|
0.03%
|
$1,574,470
|
45
|
0.15%
|
Month
|
Date
|
Ending Aggregate Principal Balance
|
Cumulative Loss
|
Cumulative Loss as a % of Original Aggregate Principal Balance
|
Prepayments
|
Weighted Average APR
|
1
|
5/31/2022
|
$1,532,141,718
|
$0
|
0.00%
|
$40,094,368
|
2.81%
|
2
|
6/30/2022
|
$1,472,087,151
|
$0
|
0.00%
|
$21,551,299
|
2.81%
|
3
|
7/31/2022
|
$1,417,146,470
|
$0
|
0.00%
|
$16,718,777
|
2.81%
|
4
|
8/31/2022
|
$1,361,430,311
|
$0
|
0.00%
|
$18,948,590
|
2.82%
|
5
|
9/30/2022
|
$1,305,886,738
|
$0
|
0.00%
|
$19,721,468
|
2.82%
|
6
|
10/31/2022
|
$1,255,034,841
|
$0
|
0.00%
|
$16,122,890
|
2.82%
|
7
|
11/30/2022
|
$1,206,567,182
|
$0
|
0.00%
|
$14,213,738
|
2.82%
|
8
|
12/31/2022
|
$1,159,632,531
|
$0
|
0.00%
|
$12,902,604
|
2.83%
|
9
|
1/31/2023
|
$1,112,208,159
|
$51,586
|
0.00%
|
$14,528,847
|
2.83%
|
10
|
2/28/2023
|
$1,069,209,854
|
$46,361
|
0.00%
|
$10,937,765
|
2.83%
|
11
|
3/31/2023
|
$1,021,462,873
|
$73,675
|
0.00%
|
$14,357,629
|
2.83%
|
1. |
borrowing through Clearstream, Luxembourg or Euroclear for one day (until the purchase side of the day trade is reflected in their Clearstream, Luxembourg or Euroclear accounts) in accordance with
the clearing system’s customary procedures;
|
2. |
borrowing the Global Securities in the U.S. from a DTC Participant no later than one day prior to settlement, which would give the Global Securities sufficient time to be reflected in their
Clearstream, Luxembourg or Euroclear account in order to settle the sale side of the trade; or
|
3. |
staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC Participant is at least one day prior to the value date for the sale to the
Clearstream, Luxembourg Participant or Euroclear Participant.
|
|
|
|
BMW FS Securities LLC
Depositor BMW Financial Services NA, LLC
Sponsor, Originator, Seller, Servicer and Administrator
|
BMW Vehicle Owner Trust 2023-A
Issuing Entity
|
|
PROSPECTUS |
||
BMW Bank of North America
Originator and Seller
Until ninety days after the date of this prospectus, all dealers effecting transactions in the notes, whether or not participating in this
distribution, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
|
Underwriters
TD Securities
MUFG
Wells Fargo Securities
Co-Managers
Citigroup
US Bancorp
|
|
July __, 2023
|
||
|
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit(1)
|
Maximum Aggregate Offering Price(1)
|
Fee Rate
|
Amount of Registration Fee(2)
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial effective date
|
Filing Fee
Previously
Paid In
Connection with
Unsold
Securities
to be
Carried
Forward
|
|
Newly Registered Securities
|
||||||||||||
Fees to be Paid
|
Asset-Backed Securities
|
Class A-1 Asset-Backed Notes
|
Other
|
$350,000,000
|
100%
|
$350,000,000
|
0.00011020
|
$38.570.00
|
||||
Asset-Backed Securities
|
Class A-2a and Class A-2b Asset-Backed Notes
|
Other
|
$525,000,000
|
100%
|
$525,000,000
|
0.00011020
|
$57,855.00
|
|||||
Asset-Backed Securities
|
Class A-3 Asset-Backed Notes
|
Other
|
$525,000,000
|
100%
|
$525,000,000
|
0.00011020
|
$57,855.00
|
|||||
Asset-Backed Securities
|
Class A-4 Asset-Backed Notes
|
Other
|
$100,000,000
|
100%
|
$100,000,000
|
0.00011020
|
$11,020.00
|
|||||
Carry Forward Securities
|
||||||||||||
Carry Forward Securities
|
||||||||||||
Total Offering Amounts
|
$165,300.00
|
|||||||||||
Total Fees Previously Paid
|
||||||||||||
Total Fee Offsets
|
||||||||||||
Net Fees Due
|
$165,300.00
|
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