SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-K


(Mark One)




☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year endedDecember 31, 2023


or





☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934





For the transition period from _______ to _______




Commission file number of issuing entity: 333-262471-01


Commission file number of depositor: 333-262471




BMW VEHICLE OWNER TRUST 2022-A


(Exact name of issuing entity as specified in its charter)


Central Index Key Number of issuing entity:




BMW FS SECURITIES LLC


(Exact name of depositor and registrant as specified in its charter)


Central Index Key Number of depositor and registrant: 0001136586




BMW FINANCIAL SERVICES NA, LLC


(Exact name of sponsor as specified in its charter)


Central Index Key Number of sponsor: 0001541188




|Delaware
          (State or other jurisdiction of
          incorporation or organization of issuing entity)                                                          | 88-6334272
          (I.R.S. Employer
          Identification No.)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------
|                                                                                                                                                                       |                                                                    
|c/o BMW Financial Services NA, LLC
          300 Chestnut Ridge Road
          Woodcliff Lake, NJ
          (Address of principal executive offices of issuing entity) | 07677-7739
          (Zip Code)                                    



Registrant’s telephone number, including area code: (201) 307-4000




Securities registered pursuant to Section 12(b) of the Act: None





Title of each class
          Trading Symbol(s)
          Name of each exchange on which registeredNot applicable
          Not applicable
          Not applicable





Securities registered pursuant to Section 12(g) of the Act: None




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


☐Yes          ☒No


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


☐Yes          ☒No


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
      shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


☒Yes          ☐No











Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
      the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


☐Yes          ☐No


Large accelerated filer
            ☐
            
            Accelerated filer
            ☐Non-accelerated filer
            ☒
            
            Smaller reporting company
            ☐Emerging growth company
            ☐




If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
            financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 ☐
 
  ☐
 ☐
 
  ☐
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).


☐Yes          ☒No





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and
      asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.




REGISTRANT HAS NO VOTING OR NON-VOTING COMMON EQUITY OUTSTANDING HELD BY NON-AFFILIATES.




List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any
      annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The listed documents should be clearly described for identification purposes
      (e.g., annual report to security holders for fiscal year ended December 24, 1980).




NOT APPLICABLE.







PART I




The following Items have been omitted in accordance with General Instruction J to Form 10-K:




Item 1. Business.


Item 1A. Risk Factors.


Item 1C.  Cybersecurity.


Item 2. Properties.


Item 3. Legal Proceedings.




Item 1B. Unresolved Staff Comments.




None.




Item 4. Mine Safety Disclosures.




Not applicable.




The following substitute information is provided in accordance with General Instruction J to Form 10-K:




Item 1112(b) of Regulation AB.  Significant Obligors of Pool Assets.




No single obligor represents 10% or more of the asset pool owned by BMW Vehicle Owner Trust 2022-A (the “Issuing Entity”).




Item 1114(b)(2) of Regulation AB.  Credit Enhancement and Other Support, Except for Certain Derivatives Instruments.




No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets owned
      by the Issuing Entity or payments on the notes (the “Notes”) or the certificate (the “Certificate”) issued by the Issuing Entity representing 10% or more of the cash flow supporting any offered class of the Notes.




Item 1115(b) of Regulation AB.  Certain Derivatives Instruments.




No entity or group of affiliated entities provides any external derivative instruments that are used to alter the payment characteristics of the cashflows
      from the Issuing Entity or to either make payments on the pool assets owned by the Issuing Entity or payments on the Notes or the Certificate.




The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al.








PART II




The following Items have been omitted in accordance with General Instruction J to Form 10-K:




Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk.


Item 8. Financial Statements and Supplementary Data.


Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.


Item 9A. Controls and Procedures.




Item 9B. Other Information.




Nothing to report.














PART III




The following Items have been omitted in accordance with General Instruction J to Form 10-K:




Item 10. Directors, Executive Officers and Corporate Governance.


Item 11. Executive Compensation.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.


Item 13. Certain Relationships and Related Transactions, and Director Independence.


Item 14. Principal Accountant Fees and Services.




The following substitute information is provided in accordance with General Instruction J to Form 10-K:




Item 1119 of Regulation AB.  Affiliations and Certain Relationships and Related Transactions.




Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.




Item 1122 of Regulation AB.  Compliance with Applicable Servicing Criteria.




Each of BMW Financial Services NA, LLC and U.S. Bank Trust Co. (each, a “Servicing Participant”) has been identified by the registrant as a party
      participating in the servicing function with respect to the asset pool owned by the Issuing Entity during the year ended December 31, 2023 (the “2023 Reporting Period”).  Each of the Servicing Participants has completed a report on an assessment of
      compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”) as of December 31, 2023, and for the 2023 Reporting Period.  In addition, each of the Servicing Participants has provided an attestation
      report (each, an “Attestation Report”) by an independent registered public accounting firm regarding its Report on Assessment.  Each Report on Assessment and Attestation Report is attached as an exhibit to this Form 10-K.




Neither the Report on Assessment nor the Attestation Report for BMW Financial Services NA, LLC has identified any material instance of noncompliance with
      the servicing criteria described in such Report on Assessment as being applicable to BMW Financial Services NA, LLC.




Neither the Report on Assessment nor the Attestation Report for U.S. Bank Trust Co. has identified any material instance of noncompliance with the servicing
      criteria described in such Report on Assessment as being applicable to U.S. Bank Trust Co.




Item 1123 of Regulation AB.  Servicer Compliance Statement.




BMW Financial Services NA, LLC has been identified by the registrant as a servicer during the 2023 Reporting Period with respect to the assets pool owned by
      the Issuing Entity.  BMW Financial Services NA, LLC has provided a statement of compliance for the 2023 Reporting Period, signed by an authorized officer, and such compliance statement is attached as an exhibit to this Form 10-K.







Item 15.  Exhibits and Financial Statement Schedules.
  (a) The following documents are filed as part of this report:
  (1)
              Not applicable.
 (2)
              Not applicable.
 (3)
              See Item 15(b) below.
 
 (b) Exhibits Required by Item 601 of Regulation S-K.
  Exhibit Number
              Description3.1
              Certificate of Formation of BMW
                      FS Securities LLC (the “Depositor”), as currently in effect, incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Registration Statement on Form S-3 (File Number 333-122561), filed with the SEC by the Depositor on March 7,
                      2005.3.2
              Amended and Restated Limited
                      Liability Company Agreement of the Depositor, as amended and currently in effect, incorporated by reference to Exhibit 3.2 to Registration Statement on Form SF-3 (File Number 333-229836) filed with the SEC by the Depositor on February
                      25, 2019.4.1
              Indenture, dated as of May 18,
                      2022, between BMW Vehicle Owner Trust 2022-A (the “Issuing Entity”) and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”), incorporated by reference to Exhibit 4.1 to the Issuing Entity’s
                      Form 8-K, filed with the SEC by the Issuing Entity on May 18, 2022.10.1
              Amended and Restated Trust
                      Agreement, dated as of May 18, 2022, between the Depositor and Wilmington Trust, National Association, as owner trustee, incorporated by reference to Exhibit 10.1 to the Issuing Entity’s Form 8-K, filed with the SEC by the Issuing
                      Entity on May 18, 2022.10.2
              Owner Trust Administration
                      Agreement, dated as of May 18, 2022, among the Issuing Entity, BMW Financial Services NA, LLC (“BMW FS”), as administrator, and the Indenture Trustee, incorporated by reference to Exhibit 10.2 to the Issuing Entity’s Form 8-K, filed
                      with the SEC by the Issuing Entity on May 18, 2022.10.3
              Sale and Servicing Agreement,
                      dated as of May 18, 2022, among the Issuing Entity, the Depositor, BMW FS, as sponsor, servicer, administrator and custodian, and the Indenture Trustee, incorporated by reference to Exhibit 10.3 to the Issuing Entity’s Form 8-K, filed
                      with the SEC by the Issuing Entity on May 18, 2022.10.4
              Receivables Purchase
                      Agreement, dated as of May 18, 2022, between BMW FS and the Depositor, incorporated by reference to Exhibit 10.4 to the Issuing Entity’s Form 8-K, filed with the SEC by the Issuing Entity on May 18, 2022.10.5
              Receivables Purchase
                      Agreement, dated as of May 18, 2022, between BMW Bank of North America and the Depositor, incorporated by reference to Exhibit 10.5 to the Issuing Entity’s Form 8-K, filed with the SEC by the Issuing Entity on May 18, 2022.10.6
              Asset Representations Review
                      Agreement, dated as of May 18, 2022, among BMW FS, the Issuing Entity and Clayton Fixed Income Services LLC, as asset representations reviewer, incorporated by reference to Exhibit 10.6 to the Issuing Entity’s Form 8-K, filed with the
                      SEC by the Issuing Entity on May 18, 2022.
 31.1*
            Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.33.1*
            Certification Regarding Compliance with Applicable Servicing Criteria for BMW FS.33.2*
            Management’s Assertion − Report on
                    Assessment of Compliance with Applicable Servicing Criteria for U.S. BankTrust Company,National Association.34.1*
            Report of Independent Registered Public Accounting Firm of CohnReznick LLP, relating to BMW FS.34.2*
            Report of Independent Registered Public Accounting Firm of Ernst & Young LLP, relating to U.S. Bank Trust Company, National Association.35.1*
            Servicer Compliance Statement of BMW FS.
 ____________
 * Filed herewith
 
 SIGNATURES
  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
        undersigned, thereunto duly authorized.
 
 BMW VEHICLE OWNER TRUST 2022-A
              (Issuing Entity)
              
              By: BMW FINANCIAL SERVICES NA, LLC,
              as servicerMarch 26, 2024
            By: /s/ Ole Jensen
              Name:  Ole Jensen
              Title:    Vice President – Finance & Chief Financial Officer
  
 
 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
        PURSUANT TO SECTION 12 OF THE ACT
  No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated
        to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.