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, 2018


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: 333-205553-06


Commission file number of depositor: 333-205553




BMW VEHICLE LEASE TRUST 2018-1


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


Central Index Key Number of issuing entity: 0001753585




BMW AUTO LEASING LLC


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


Central Index Key Number of depositor and registrant: 0001126530




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)                                                          | 22-2013053
          (I.R.S. Employer
          Identification No. of issuing entity)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------
|                                                                                                                                                                       |                                                                                      
|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


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


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the
      best of registrant’s knowledge, in definitive proxy or information








statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.  See
      the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.




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 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 Lease Trust 2018-1 (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.




Item 1117 of Regulation AB.  Legal Proceedings.




To the knowledge of BMW Financial Services NA, LLC and BMW Auto Leasing LLC, there are no legal proceedings pending, or governmental
      proceedings contemplated, against BMW Financial Services NA, LLC, BMW Auto Leasing LLC, BMW Manufacturing L.P., Financial Services Vehicle Trust or the Issuing Entity that would be material to holders of any Notes.




Since 2014 various plaintiffs or groups of plaintiffs, primarily investors, have filed claims against U.S. Bank, in its capacity as
        trustee or successor trustee (as the case may be) under certain residential mortgage backed securities (“RMBS”) trusts.  The plaintiffs or plaintiff groups have filed substantially similar complaints against other RMBS trustees, including Deutsche
        Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo.  The complaints against U.S. Bank allege the trustee caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers for these RMBS
        trusts and assert causes of action based upon the trustee's purported failure to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties concerning loan quality.  The complaints also assert
        that the trustee failed to notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and that the trustee purportedly failed to abide by a heightened standard of care
        following alleged events of default.
  Currently U.S. Bank is a defendant in multiple actions alleging individual or class action claims against the trustee with respect to
        multiple trusts as described above.  Previously, U.S. Bank disclosed that the most substantial case was:  BlackRock Balanced Capital Portfolio et al v. U.S. Bank National Association, No. 605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect to approximately 770 trusts) and a companion
        class action case involving additional trusts (collectively, the “BlackRock cases”). Some of the trusts implicated in the aforementioned BlackRock
 
 
 cases, as well as other trusts, are involved in actions brought by separate groups of plaintiffs related to no more than 100 trusts per
        case.
  U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the
        RMBS trusts. However, U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors and that it has meritorious defenses, and it intends
        to contest the plaintiffs’ claims vigorously.
 In the ordinary course of business, The Bank of New York Mellon is named as a defendant in or made a party to pending and
              potential legal actions. In connection with its role as trustee of certain RMBS transactions, The Bank of New York Mellon has been named as a defendant in a number of legal actions brought by RMBS investors. These lawsuits allege that the
              trustee had expansive duties under the governing agreements, including the duty to investigate and pursue breach of representation and warranty claims against other parties to the RMBS transactions. While it is inherently difficult to predict
              the eventual outcomes of pending action, The Bank of New York Mellon denies liability and intends to defend the litigations vigorously.










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 6. Selected Financial Data.


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 Accounting 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 (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, 2018 (the “2018 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, 2018, and for the 2018 Reporting Period.  In addition, each of the Servicing Participants has provided an attestation
      report (each, an “Attestation Report”) by a 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. Bankhas identified any material instance of noncompliance with the servicing criteria described in such Report on Assessment as being applicable to U.S. Bank.




Item 1123 of Regulation AB.  Servicer Compliance Statement.




BMW Financial Services NA, LLC has been identified by the registrant as a servicer during the 2018 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 2018 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 Auto Leasing LLC (the “Depositor”), as currently in effect, incorporated by reference to Exhibit 3.1 to Amendment No. 2 to Registration Statement on Form S-1 (File Number 333-43128-01), filed with the SEC by the
                  Depositor on October 31, 2000.3.2
          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 333-227645) filed with the SEC by the
                  Depositor on October 1, 2018.3.3
          Agreement









                  of Limited Partnership of BMW Manufacturing L.P. (“BMW LP”), dated as of February 12, 1996, between BMW Facility Partners, Inc. and BMW Financial Services NA, LLC (“BMW FS”), incorporated by reference to Exhibit 3.3 to Amendment No. 2 to
                  Registration Statement on Form S-1 (File Number 333-43128-01), filed with the SEC by the Depositor on October 31, 2000.4.1
          Indenture, dated
                  as of October 17, 2018, between BMW Vehicle Lease Trust 2018-1 (the “Issuing Entity”) and U.S. Bank 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 October 17, 2018.10.1
          Trust









                  Agreement, amended and restated as of September 27, 1996, by and between BMW LP and BNY Mellon Trust of Delaware, formerly known as The Bank of New York (Delaware), as trustee, incorporated by reference to Exhibit 10.1 to Amendment No. 2
                  to Registration Statement on Form S-1 (File Number 333-43128-01), filed with the SEC by the Depositor on October 31, 2000.10.2
          Vehicle Trust
                  Supplement, dated as of October 17, 2018, between BMW LP, as grantor and UTI Beneficiary, and BNY Mellon Trust of Delaware, formerly known as The Bank of New York (Delaware), as vehicle 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 October 17, 2018.10.3
          Servicing









                  Agreement, dated as of August 30, 1995 (the “Basic Servicing Agreement”), between Financial Services Vehicle Trust (“FSVT”) and BMW FS, incorporated by reference to Exhibit 10.3 to Amendment No. 2 to Registration Statement on Form S-1
                  (File Number 333-43128-01), filed with the SEC by the Depositor on October 31, 2000.10.4
          2018-1SUBI Servicing Supplement, dated as of October 17, 2018, among BMW FS, as servicer, FSVT, as vehicle trust, and BMW LP, as UTI Beneficiary, incorporated by
                  reference to Exhibit 10.4 to the Issuing Entity’s Form 8-K, filed with the SEC by the Issuing Entity on October 17, 2018, to the Basic Servicing Agreement.10.5
          SUBI Certificate
                  Transfer Agreement, dated as of October 17, 2018, between BMW LP, as transferor, and the Depositor, as transferee, incorporated by reference to Exhibit 10.5 to the Issuing Entity’s Form 8-K, filed with the SEC by the Issuing Entity on
                  October 17, 2018.10.6
          Issuer SUBI
                  Certificate Transfer Agreement, dated as of October 17, 2018, between the Depositor, as transferor, and the Issuing Entity, as transferee, incorporated by reference to Exhibit 10.6 to the Issuing Entity’s Form 8-K, filed with the SEC by
                  the Issuing Entity on October 17, 2018.10.7
          Amended and
                  Restated Trust Agreement, dated as of October 17, 2018, between the Depositor and Wilmington Trust, National Association, as owner trustee, incorporated by reference to Exhibit 10.7 to the Issuing Entity’s Form 8-K, filed with the SEC by
                  the Issuing Entity on October 17, 2018. 
 
 10.8
          Issuer
                  Administration Agreement, dated as of October 17, 2018, among BMW FS, as administrator, the Issuing Entity, the Depositor, as transferor, and the Indenture Trustee, incorporated by reference to Exhibit 10.8 to the Issuing Entity’s Form
                  8-K, filed with the SEC by the Issuing Entity on October 17, 2018.10.9
          Back-Up Security Agreement, dated as of October 17, 2018, among FSVT, BMW LP, the Depositor, the Issuing Entity and the Indenture Trustee, incorporated by reference to Exhibit 10.9 to the Issuing Entity’s Form 8‐K, filed with the
                  SEC by the Issuing Entity on October 17, 2018.10.10
          Asset
                  Representations Review Agreement, dated as of October 17, 2018, among BMW FS, the Issuing Entity and Clayton Fixed Income Services, LLC, as asset representations reviewer, incorporated by reference to Exhibit 10.10 to the Issuing Entity’s
                  Form 8‐K, filed with the SEC by the Issuing Entity on October 17, 2018.10.11
          Control
                  Agreement, dated as of October 17, 2018, among the Depositor, as transferor, the Issuing Entity, as initial-secured party, and U.S. Bank National Association, as Indenture Trustee and as assignee-secured party, incorporated by reference
                  to Exhibit 10.11 to the Issuing Entity’s Form 8-K, filed with the SEC by the Issuing Entity on October 17, 2018.31.1*
          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. Bank 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 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 LEASE TRUST 2018-1
              (Issuing Entity)
              
              By: BMW FINANCIAL SERVICES NA, LLC,
              as servicerMarch 28, 2019
            By: /s/ Stefan Kramer
              Name:  Stefan Kramer
              Title:    Vice President – Finance & CFO
 
   
 
 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.