Exhibit 99.1
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Ernst & Young LLP One Manhattan West New York, NY 10001 |
Tel: +1 212 773 3000 ey.com |
Report of Independent Accountants on Applying Agreed-Upon Procedures
Tesla Finance LLC (the “Sponsor”) TALT Holdings, LLC (the “Depositor”) 3500 Deer Creek Road Palo Alto, California 94304 |
11 September 2025 |
Re: | Tesla Lease Electric Vehicle Securitization 2025-A, LLC (the “Issuing Entity”) |
Asset-Backed Notes (the “Notes”)
Sample Lease Agreed-Upon Procedures
We have performed the procedures enumerated in Attachment A, which were agreed to and acknowledged as appropriate by the Sponsor, Depositor, Credit Agricole Securities (USA) Inc., Citigroup Global Markets Inc., Wells Fargo Securities, LLC, HSBC Securities (USA) Inc. and Santander US Capital Markets LLC (collectively, the “Specified Parties”), for the intended purpose of assisting the Specified Parties in evaluating the accuracy of certain information relating to a pool of automobile lease agreements (the “Leases”) and the corresponding leased vehicles relating to the Issuing Entity’s securitization transaction. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The appropriateness of these procedures is solely the responsibility of the Specified Parties identified in this report. No other party acknowledged the appropriateness of the procedures. Consequently, we make no representation regarding the appropriateness of the procedures described in Attachment A, either for the purpose for which this report has been requested or for any other purpose.
The procedures performed and our associated findings are included in Attachment A.
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For the purpose of the procedures described in this report, the Sponsor, on behalf of the Depositor, provided us with, or instructed us to obtain, as applicable:
a. | Electronic data files (collectively, the “Provided Data Files”): |
i. | Labeled “2025.06.30 Datatape - EY.xlsx” and the corresponding record layout and decode information, as applicable (the “Initial Preliminary Data File”), that the Sponsor, on behalf of the Depositor, indicated contains information as of 30 June 2025 (the “Preliminary Cutoff Date”) relating to a pool of automobile lease agreements (the “Initial Preliminary Leases”) and the corresponding leased vehicles that are expected to be representative of the Leases and the corresponding leased vehicles, |
ii. | Labeled “2025.07.31 Datatape.xlsx” and the corresponding record layout and decode information, as applicable (the “Updated Initial Preliminary Data File”), that the Sponsor, on behalf of the Depositor, indicated contains information as of 31 July 2025 (the “Cutoff Date”) relating to a pool of automobile lease agreements (the “Preliminary Leases”) and the corresponding leased vehicles that are expected to be representative of the Leases and the corresponding leased vehicles and |
iii. | Labeled “2025.07.31 Datatape vF.xlsx” and the corresponding record layout and decode information, as applicable (the “Data File”), that the Sponsor, on behalf of the Depositor, indicated contains information as of the Cutoff Date relating to the Leases and the corresponding leased vehicles, |
b. | Imaged copies of the following items (collectively, the “Source Documents”): |
i. | The motor vehicle lease agreement, lease agreement, lease, vehicle lease extension and/or vehicle lease assignment and assumption agreement, lease agreement consumer paper or other related documents (collectively and as applicable, the “Contract”) and |
ii. | Certain printed screen shots from the Sponsor’s lease servicing system (the “System Screen Shots”) |
that the Sponsor, on behalf of the Depositor, indicated relate to each Initial Sample Lease and Additional Sample Lease (both as defined in Attachment A),
c. | Information, assumptions and methodologies (collectively, the “Account Number Methodology”) that the Sponsor, on behalf of the Depositor, indicated relate to the comparison of the account number Sample Characteristic (as defined herein), |
d. | The list of relevant characteristics (the “Sample Characteristics”) on the Preliminary Data File, Updated Preliminary Data File and Updated Data File (all as defined in Attachment A), which is shown on Exhibit 1 to Attachment A, and |
e. | Instructions, assumptions and methodologies, which are described in Attachment A. |
For the purpose of the procedures described in this report, certain information contained on the Preliminary Data File, Updated Preliminary Data File and Updated Data File is the “Subject Matter” as of the date of this report.
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The procedures included in Attachment A were limited to comparing, recalculating or observing, as applicable, certain information that is further described in Attachment A. The Depositor is responsible for the Subject Matter, Provided Data Files, Source Documents, Account Number Methodology, Sample Characteristics and the determination of the instructions, assumptions and methodologies that are described herein. We were not requested to perform, and we have not performed, any procedures other than those listed in Attachment A. We have not verified, and we make no representation as to, the accuracy, completeness or reasonableness of the Provided Data Files, Source Documents, Account Number Methodology or any other information provided to us, or that we were instructed to obtain, as applicable, by the Sponsor, on behalf of the Depositor, upon which we relied in forming our findings. Accordingly, we make no representation and express no opinion or conclusion as to (a) the existence of the Initial Preliminary Leases, Preliminary Leases or Leases, (b) questions of legal or tax interpretation or (c) the appropriateness, accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by the Sponsor, on behalf of the Depositor, that are described in this report. We undertake no responsibility to update this report for events and circumstances occurring after the date hereof.
This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants (the “AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the Specified Parties have agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed. We were not engaged to, and did not, conduct an examination to express an opinion or a review to express a conclusion in accordance with attestation standards established by the AICPA on any of the items referred to herein. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.
The agreed-upon procedures described in this report were not performed for the purpose of:
a. | Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or |
b. | Making any findings with respect to: |
i. | Whether the origination of the Leases conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria or other requirements, |
ii. | The value of the collateral securing the Leases, |
iii. | Whether the originator(s) of the Leases complied with federal, state or local laws or regulations or |
iv. | Any other factor or characteristic of the Leases that would be material to the likelihood that the issuer of the Notes will pay interest and principal in accordance with applicable terms and conditions. |
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We are required to be independent of the Depositor and to meet our other ethical responsibilities, as applicable, for agreed-upon procedures engagements set forth in the Preface: Applicable to All Members and Part 1 – Members in Public Practice of the Code of Professional Conduct established by the AICPA. Independence requirements for agreed-upon procedures engagements are less restrictive than independence requirements for audit and other attestation services.
This report is intended solely for the information and use of the Specified Parties and is not intended to be, and should not be, used by anyone other than the Specified Parties. It is not intended to be, and should not be, used by any other person or entity, including investors and rating agencies, who are not identified in the report as Specified Parties but who may have access to this report as required by law or regulation.
/s/ Ernst & Young LLP
11 September 2025
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Attachment A Page 1 of 4 |
Procedures performed and our associated findings
1. | As instructed by the Sponsor, on behalf of the Depositor, we appended the information for each Initial Preliminary Lease on the Initial Preliminary Data File with the corresponding adjusted capitalized cost (the “Adjusted Capitalized Cost”), which the Sponsor, on behalf of the Depositor, instructed us to calculate as the difference between the: |
a. | Gross capitalized cost (Gross Capitalized Cost) and |
b. | Down payment (Down Payment), |
both as shown on the Initial Preliminary Data File.
The Initial Preliminary Data File, as adjusted, is hereinafter referred to as the “Preliminary Data File.”
2. | As instructed by the Sponsor, on behalf of the Depositor, we randomly selected a sample of 125 Initial Preliminary Leases from the Preliminary Data File (the “Initial Sample Leases”). For the purpose of this procedure, the Sponsor, on behalf of the Depositor, did not inform us as to the basis for how they determined the number of Initial Sample Leases or the methodology they instructed us to use to select the Initial Sample Leases from the Preliminary Data File. |
For the purpose of the procedures described in this report, the 125 Initial Sample Leases are referred to as Sample Lease Numbers 1 through 125.
3. | For each Initial Sample Lease, we: |
a. | Compared the Sample Characteristics listed on Exhibit 1 to Attachment A, as shown on the Preliminary Data File, to the corresponding information located in, or to the corresponding information we recalculated using information located in, the Source Documents, subject to the instructions, assumptions and methodologies provided by the Sponsor, on behalf of the Depositor, described in the notes to Exhibit 1 to Attachment A. The Source Document(s) that we were instructed by the Sponsor, on behalf of the Depositor, to use for each Sample Characteristic are shown on Exhibit 1 to Attachment A. Except for the information shown in the succeeding paragraph of this Item 3.a. and on Exhibit 2 to Attachment A, all such compared information was found to be in agreement. |
There were five Initial Sample Leases with a vehicle make Sample Characteristic value, as shown on the Preliminary Data File, that did not agree with the corresponding vehicle make value, as shown in the Contract. The Sponsor, on behalf of the Depositor, indicated that this was due to a coding error when the Sponsor created the Initial Preliminary Data File. The Sponsor, on behalf of the Depositor, indicated that the error was subsequently corrected. We performed no procedures to determine the accuracy, completeness or reasonableness of the information provided by the Sponsor, on behalf of the Depositor, described in this paragraph.
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Attachment A Page 2 of 4 |
3. (continued)
b. | Observed that the corresponding Contract contained a signature in the lessee signature section of such Contract. We performed no procedures to determine the validity of the signature contained in the lessee signature section of the Contract. |
4. | As instructed by the Sponsor, on behalf of the Depositor, we appended the information for each Preliminary Lease on the Updated Initial Preliminary Data File with the corresponding Adjusted Capitalized Cost, which the Sponsor, on behalf of the Depositor, instructed us to calculate as the difference between the: |
a. | Gross capitalized cost (Gross Capitalized Cost) and |
b. | Down payment (Down Payment), |
both as shown on the Updated Initial Preliminary Data File.
The Updated Initial Preliminary Data File, as adjusted, is hereinafter referred to as the “Updated Preliminary Data File.”
5. | For each automobile lease agreement on the Preliminary Data File and Updated Preliminary Data File, we compared the account number (each, an “Account Number”), as shown on the Preliminary Data File, to the corresponding Account Number, as shown on the Updated Preliminary Data File, and noted that: |
a. | 2,628 of the Preliminary Leases included on the Updated Preliminary Data File were not included on the Preliminary Data File and |
b. | 3,000 of the Initial Preliminary Leases included on the Preliminary Data File were not included on the Updated Preliminary Data File, 11 of which were Initial Sample Leases (the “Removed Initial Sample Leases”). |
The Removed Initial Sample Leases are Sample Lease Numbers 5, 27, 67, 68, 69, 70, 71, 72, 73, 74 and 75. The Sponsor, on behalf of the Depositor, instructed us not to perform any additional procedures on the Removed Initial Sample Leases. For the avoidance of doubt, all references hereinafter to the Initial Sample Leases do not include Sample Lease Numbers 5, 27, 67, 68, 69, 70, 71, 72, 73, 74 and 75.
6. | For the 114 Initial Sample Leases included on the Updated Preliminary Data File, we compared the Sample Characteristics (except for the remaining term to maturity, which the Sponsor, on behalf of the Depositor, instructed us not to compare due to the passage of time between the Preliminary Cutoff Date and Cutoff Date), listed on Exhibit 1 to Attachment A, all as shown on the Preliminary Data File, to the corresponding information, as shown on the Updated Preliminary Data File. Except for the information shown on Exhibit 3 to Attachment A, all such compared information was found to be in agreement. |
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Attachment A Page 3 of 4 |
7. | For the 114 Initial Sample Leases included on the Updated Preliminary Data File, the Sponsor, on behalf of the Depositor, instructed us to recalculate the remaining term to maturity by: |
a. | Calculating the year fraction representing the number of whole days between the: |
(1) | Maturity date, as shown on the Updated Preliminary Data File, and |
(2) | Cutoff Date |
using the YEARFRAC function in Microsoft Excel and
b. | Multiplying the result obtained in a. above by 12. |
We compared the recalculated remaining term to maturity for each of the 114 Initial Sample Leases included on the Updated Preliminary Data File to the corresponding remaining term to maturity, as shown on the Updated Preliminary Data File. All such compared information was found to be in agreement.
8. | As instructed by the Sponsor, on behalf of the Depositor, we randomly selected a sample of 11 Preliminary Leases, that were not Initial Sample Leases, from the Updated Preliminary Data File (the “Additional Sample Leases”). For the purpose of this procedure, the Sponsor, on behalf of the Depositor, did not inform us as to the basis for how they determined the number of Additional Sample Leases or the methodology they instructed us to use to select the Additional Sample Leases from the Updated Preliminary Data File. |
For the purpose of the procedures described in this report, the 11 Additional Sample Leases are referred to as Sample Lease Numbers 126 through 136.
The 114 remaining Initial Sample Leases and the 11 Additional Sample Leases are hereinafter referred to as the “Sample Leases.”
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Attachment A Page 4 of 4 |
9. | For each Additional Sample Lease, we: |
a. | Compared the Sample Characteristics listed on Exhibit 1 to Attachment A, as shown on the Updated Preliminary Data File, to the corresponding information located in, or to the corresponding information we recalculated using information located in, the Source Documents, subject to the instructions, assumptions and methodologies provided by the Sponsor, on behalf of the Depositor, described in the notes to Exhibit 1 to Attachment A and the succeeding paragraph(s) of this Item 9.a. The Source Document(s) that we were instructed by the Sponsor, on behalf of the Depositor, to use for each Sample Characteristic are shown on Exhibit 1 to Attachment A. All such compared information was found to be in agreement. |
For the purpose of this procedure, the Sponsor, on behalf of the Depositor, instructed us to:
(1) | Replace any reference to “Preliminary Data File” in Exhibit 1 to Attachment A with “Updated Preliminary Data File,” |
(2) | Replace any reference to “Preliminary Cutoff Date” in Exhibit 1 to Attachment A with “Cutoff Date” and |
(3) | Replace any reference to “Initial Sample Lease” in Exhibit 1 to Attachment A with “Additional Sample Lease.” |
b. | Observed that the corresponding Contract contained a signature in the lessee signature section of such Contract. We performed no procedures to determine the validity of the signature contained in the lessee signature section of the Contract. |
10. | As instructed by the Sponsor, on behalf of the Depositor, we appended the information for each Lease on the Data File with the corresponding Adjusted Capitalized Cost, which the Sponsor, on behalf of the Depositor, instructed us to calculate as the difference between the: |
a. | Gross capitalized cost (Gross Capitalized Cost) and |
b. | Down payment (Down Payment), |
both as shown on the Data File.
The Data File, as adjusted, is hereinafter referred to as the “Updated Data File.”
11. | For each automobile lease agreement on the Updated Preliminary Data File and Updated Data File, we compared the Account Number, as shown on the Updated Preliminary Data File, to the corresponding Account Number, as shown on the Updated Data File, and noted that: |
a. | All the Leases included on the Updated Data File were included on the Updated Preliminary Data File and |
b. | 6,606 of the Preliminary Leases included on the Updated Preliminary Data File were not included on the Updated Data File, none of which were Sample Leases. |
12. | For each Sample Lease, we compared the Sample Characteristics, listed on Exhibit 1 to Attachment A, all as shown on the Updated Preliminary Data File, to the corresponding information, as shown on the Updated Data File. All such compared information was found to be in agreement. |
Exhibit 1 to Attachment A
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Sample Characteristics and Source Documents
Sample Characteristic |
Preliminary Data File Field Name |
Source Document(s) |
Note(s) | |||
Account Number |
Account Number |
Contract and System Screen Shots | i. | |||
Vehicle model year |
Vehicle Model Year |
Contract | ||||
Vehicle make |
Vehicle Make and Model |
Contract | ii. | |||
Vehicle model |
Vehicle Make and Model |
Contract | iii. | |||
Vehicle age classification (new/used) |
New/Used |
Contract | ||||
Contractual total monthly payment amount |
Contractual Total Monthly Payment Amount |
Contract | iv. | |||
Original term to maturity |
Original Term |
Contract | ||||
Adjusted capitalized cost |
Adjusted Capitalized Cost |
Contract | v. | |||
Residual value |
Contractual Residual Amount |
Contract | iv. | |||
Manufacturer’s suggested retail price |
Vehicle MSRP |
System Screen Shots | ||||
Lease rate (money factor) |
Buy Rate (APR) |
Contract and recalculation | vi. | |||
VIN |
VIN |
Contract | ||||
Maturity date |
Current Maturity Date |
Contract | vii. | |||
Remaining term to maturity |
Remaining Term |
Recalculation | viii. | |||
FICO score |
FICO Score |
System Screen Shots | ix. | |||
Customer state |
Customer State |
Contract | ||||
Original first payment date |
First Payment Due Date |
Contract | vii., x. |
Notes:
i. | For identification purposes only. For the purpose of this identification procedure, the Sponsor, on behalf of the Depositor, instructed us to use the Account Number Methodology. |
Exhibit 1 to Attachment A
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Notes: (continued)
ii. | For the purpose of comparing the vehicle make Sample Characteristic for each Initial Sample Lease, the Sponsor, on behalf of the Depositor, instructed us to note agreement with a vehicle make value containing the word “Tesla,” as shown on the Preliminary Data File, if the corresponding vehicle make value was “Tesla,” as shown in the Contract. |
iii. | For the purpose of comparing the vehicle model Sample Characteristic for each Initial Sample Lease, the Sponsor, on behalf of the Depositor, instructed us to ignore the word “Tesla,” as applicable, in the vehicle model value, as shown on the Preliminary Data File. |
iv. | For the purpose of comparing the indicated Sample Characteristics for each Initial Sample Lease, the Sponsor, on behalf of the Depositor, instructed us to ignore differences of +/- $0.01 or less. |
v. | For the purpose of comparing the adjusted capitalized cost Sample Characteristic for each Initial Sample Lease, the Sponsor, on behalf of the Depositor, instructed us to ignore differences of +/- $1.00 or less. |
vi. | For the purpose of comparing the lease rate (money factor) Sample Characteristic for each Initial Sample Lease, the Sponsor, on behalf of the Depositor, instructed us to recalculate the lease rate (money factor) by: |
a. | Dividing the rent charge by the original term to maturity, both as shown in the Contract (the “Recalculated Monthly Rent Charge”), |
b. | Dividing the Recalculated Monthly Rent Charge by the sum of the adjusted capitalized cost and residual value, both as shown in the Contract, |
c. | Multiplying the result obtained in b. by 2,400 and |
d. | Dividing the result obtained in c. by 100, |
subject to the additional instruction(s) provided by the Sponsor, on behalf of the Depositor, described in the succeeding paragraph(s) of this note.
For the purpose of comparing the lease rate (money factor) Sample Characteristic for each Initial Sample Lease, the Sponsor, on behalf of the Depositor, instructed us to round the lease rate (money factor), as shown on the Preliminary Data File, to the fifth decimal place (XX.XXXXX).
For the purpose of comparing the lease rate (money factor) Sample Characteristic for each Initial Sample Lease, the Sponsor, on behalf of the Depositor, instructed us to ignore absolute differences of 0.01% or less.
Exhibit 1 to Attachment A
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Notes: (continued)
vii. | For the purpose of comparing the indicated Sample Characteristics for each Initial Sample Lease, the Sponsor, on behalf of the Depositor, instructed us to ignore differences of +/- one day. |
viii. | For the purpose of comparing the remaining term to maturity Sample Characteristic for each Initial Sample Lease, the Sponsor, on behalf of the Depositor, instructed us to recalculate the remaining term to maturity by: |
a. | Calculating the year fraction representing the number of whole days between the: |
(1) | Maturity date, as shown on the Preliminary Data File, and |
(2) | Preliminary Cutoff Date |
using the YEARFRAC function in Microsoft Excel and
b. | Multiplying the result obtained in a. above by 12. |
ix. | The Sponsor, on behalf of the Depositor, instructed us not to compare the FICO score Sample Characteristic for any Initial Sample Lease with a FICO score value of “0,” as shown on the Preliminary Data File. |
x. | For the purpose of comparing the original first payment date Sample Characteristic for each Initial Sample Lease, the Sponsor, on behalf of the Depositor, instructed us to note agreement if the original first payment date value, as shown on the Preliminary Data File, is the 1st of the month following an original first payment date value that falls on the 29th, 30th or 31st day of the month, as shown in the Contract. |
We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by the Sponsor, on behalf of the Depositor, described in the notes above.
Exhibit 2 to Attachment A
Sample Characteristic Differences
Initial Sample Lease Number |
Sample Characteristic |
Preliminary Data File Value |
Source Document Value | |||
64 |
Adjusted capitalized cost |
$38,280.00 | $40,631.00 | |||
105 |
Lease rate (money factor) |
0.00% | 8.89% |
Exhibit 3 to Attachment A
Sample Characteristic Differences
Between the Preliminary Data File and Updated Preliminary Data File
Initial Sample Lease Number |
Sample Characteristic |
Preliminary Data File Value |
Updated Preliminary Data File Value | |||
64 |
Adjusted capitalized cost |
$38,280.00 | $40,631.00 | |||
105 |
Lease rate (money factor) |
0.00% | 8.89% |