BMW Auto Leasing FWP Free writing prospectus

SUBJECT TO COMPLETION AND MODIFICATION

BMW AUTO LEASING LLC HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES.  BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND THE OTHER DOCUMENTS BMW AUTO LEASING LLC HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT BMW AUTO LEASING LLC AND THIS OFFERING.  YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV.  ALTERNATIVELY, BMW AUTO LEASING LLC, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING 1-866-669-7629.

Term Sheet

BMW Vehicle Lease Trust 2012-1

Issuing Entity

BMW Auto Leasing LLC

Depositor

BMW Financial Services NA, LLC

Sponsor, Servicer and Administrator

$1,000,000,000 ASSET BACKED NOTES

• The issuing entity’s main sources for payment of the notes will be lease payments generated by a portfolio of retail lease contracts and the proceeds from the sale of the BMW passenger cars and BMW light trucks currently leased under those contracts.
• 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 depositor or any of their affiliates.  Neither the notes nor the retail lease contracts are insured or guaranteed by any government agency.
• Credit enhancement for the notes consists of overcollateralization and the reserve fund.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this term sheet and the attached prospectus are truthful or complete.  Any representation to the contrary is a criminal offense.

	Initial Principal Balance (1)	Interest Rate	Accrual Method	Expected Final Payment Date	Final Scheduled Payment Date	Initial Price to Public	Underwriting Discount	Proceeds to Depositor(2)
Class A-1 Notes	$   220,000,000	%	Actual/360	December 20, 2012	May 20, 2013	%	%	%
Class A-2 Notes	$   353,000,000	%	30/360	October 21, 2013	June 20, 2014	%	%	%
Class A-3 Notes	$   340,000,000	%	30/360	June 20, 2014	February 20, 2015	%	%	%
Class A-4 Notes	$     87,000,000	%	30/360	August 20, 2014	September 21, 2015	%	%	%
Total	$1,000,000,000					$	$	$

(1)	The initial principal balance of each class of notes set forth above is approximate, and is subject to a variance of plus or minus 5%.  The aggregate initial principal balance of the notes will be $1,000,000,000.
(2)	Before deducting expenses expected to be $________.

The issuing entity will pay interest and principal on the notes on the 20th day of each month (or, if the 20th day is not a business day, the next business day). The first payment date, which is the first expected distribution date for purposes of Item 1102(g) of Regulation AB, will be May 21, 2012.

The notes will not be listed on any securities exchange.  Currently, there is no public market for the notes.

This document constitutes a “free-writing prospectus” within the meaning of Rule 405 under the Securities Act of 1933, as amended.

The information in this free-writing prospectus supplements and supersedes any information to the contrary contained in the prior free-writing prospectus, dated as of April 16, 2012, relating to the notes.

We expect that delivery of the notes, in book-entry form, will be made to investors through The Depository Trust Company against payment in immediately available funds, on or about April 26, 2012.

Underwriters

J.P. Morgan Barclays

Co-Managers

BofA Merrill Lynch Credit Agricole Securities RBC Capital Markets SOCIETE GENERALE

April 18, 2012

The Information in this Term Sheet

This term sheet supplements and revises, and should be read in conjunction with, the initial free-writing prospectus, dated April 16, 2012 (the “Initial Free-Writing Prospectus”).  To the extent that any information varies between this term sheet and the Initial Free-Writing Prospectus, you should rely on the information in this term sheet.  In addition to the specific changes to the Initial Free-Writing Prospectus that are set forth below, all changes set forth below apply globally to the Initial Free-Writing Prospectus.  Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Initial Free-Writing Prospectus.

Description of the Assets of the Issuing Entity—Assets

The primary assets of the issuing entity will consist of the SUBI certificate, which represents the beneficial interest in a pool of closed-end BMW leases, the related BMW leased vehicles and related assets, including the right to receive monthly payments under the specified leases and the amounts realized from sales of the related specified vehicles, together with amounts in various accounts, including a reserve fund.

The information presented in this free-writing prospectus relates to a statistical portfolio of specified leases and the related specified vehicles as of the cutoff date.  The statistical portfolio of the specified leases and leased vehicles presented in this free-writing prospectus is based on a statistical portfolio of 32,553 leases and related leased vehicles.  The actual pool of leases and the related leased vehicles allocated to the SUBI on the closing date may vary from those included in the statistical pool because leases and related leased vehicles may be added to or removed from the pool of SUBI assets if the actual discount rate varies from the statistical discount rate as discussed below. Any variance between the characteristics of the pool information in this free-writing prospectus and the actual characteristics is not expected to be material.

As of the cutoff date, the statistical portfolio of the specified leases presented in this free-writing prospectus had the following characteristics:

· the aggregate securitization value, based on a securitization rate calculated using the statistical discount rate, of the specified leases was $1,208,460,819.42;

· the discounted aggregate residual value of the specified leases being financed was $744,658,958.46 (which is approximately 61.62% of the aggregate securitization value);

· the weighted average original term to maturity of the specified leases was 35 months; and

· the weighted average remaining term to maturity of the specified leases was 25 months.

The securitization value of the specified leases will equal the sum of (i) the present value of the remaining monthly payments payable under the specified leases and (ii) the present value of the residual values of the related specified vehicles, each determined using a discount rate equal to the securitization rate.  The residual value of each specified vehicle will be the lesser of (x) the residual value as determined by the Automotive Lease Guide at the time the related lease contract was originated and (y) the residual value as provided by the Automotive Lease Guide in February 2012.  The “securitization rate” for any specified lease and the related specified vehicle is an annualized rate that is the greater of (a) the imputed interest rate for such specified lease and (b) a discount rate of _____%. For purposes of presenting the pool information in this free-writing prospectus, a statistical discount rate of 6.75% has been used.  The actual discount rate may be greater than or less than the statistical discount rate, but such variance is not expected to be material.

If the actual discount rate is different than the statistical discount rate, then the statistical characteristics of the specified leases and related specified leased vehicles may vary somewhat from the statistical distribution of those characteristics presented in this free-writing prospectus, because leases and the related leased vehicles may be added to or removed from the pool of SUBI assets (depending on whether the actual discount rate is greater than or less than the statistical discount rate). Any variance between the characteristics of the pool information in this free-writing prospectus and the actual characteristics is not expected to be material.

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Description of the Assets of the Issuing Entity—Review of Pool Assets

In connection with the offering of the notes, the depositor has performed a review of the specified leases and certain disclosure in this free-writing prospectus and the attached prospectus relating to the specified leases, as described under “Review of Pool Assets” below.

As described in “BMW FS’ Financing Program” in this free-writing prospectus and “BMW FS’ Lease Financing Program—Underwriting” in the attached prospectus, under BMW FS’ origination process, credit applications are evaluated when received and are either automatically approved, automatically rejected or forwarded for review by a BMW FS credit buyer with appropriate approval authority.  The BMW FS credit buyer reviews each such application 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’ own internal credit scoring process.  19,531 specified leases in the statistical pool, having an aggregate principal balance of approximately $710,888,731.74 (approximately 58.83% of the aggregate securitization value of the specified leases in the statistical portfolio as of the cutoff date) were automatically approved.  BMW FS determined that whether a specified lease was accepted automatically by BMW FS’ electronic credit decision system or was accepted following review by a BMW FS credit buyer was not indicative of the quality of the related specified lease.  No specified leases in the statistical pool were automatically rejected.

Risk Factors

The concentration of leased vehicles to particular models could negatively affect the pool assets.

The 3 Series, 5 Series, X5, X3 and 7 Series models represent approximately 44.23%, 25.44%, 10.59%, 5.74% and 5.30%, respectively, of the aggregate securitization value of the leased vehicles in the statistical pool allocated to the SUBI as of the cutoff date. Any adverse change in the value of a specific model type would reduce the proceeds received at disposition of a related leased vehicle. As a result, you may incur a loss on your investment.

The geographic concentration of the specified leases and performance of the specified leases and related specified vehicles may increase the risk of loss on your investment.

Economic conditions, such as unemployment, interest rates, inflation rates and consumer perceptions of the economy, in the states where obligors reside may affect delinquencies, losses and prepayments on the specified leases.  If there is a concentration of vehicle registrations in particular states, these or any adverse economic conditions in those states may affect the rate of prepayment and defaults on the specified leases and the ability to sell or dispose of the related specified vehicles for an amount at least equal to their Automotive Lease Guide residual values.  In addition, adverse economic conditions as a result of the current recession, including the decline in home values in many states, may affect payments on the leases from lessees residing in the affected states. As of the cutoff date, the servicer’s records indicate that the aggregate securitization value of the leases and leased vehicles in the statistical pool was concentrated in the following states:

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	State	Percentage of Aggregate Securitization Value as of the Cutoff Date
	California Florida New York New Jersey	19.56% 13.10% 12.20% 11.04%
No other state, based on the addresses of the related lessees, accounted for more than 5.00% of the aggregate securitization value of the leases and related leased vehicles in the statistical pool as of the cutoff date. For a discussion of the breakdown of the specified leases and specified vehicles by state, we refer you to “The Specified Leases” in this free-writing prospectus.

Overview of the Transaction

The Issuing Entity will issue four classes of asset backed notes (the “Notes”) in an aggregate principal amount of $1,000,000,000 (the “Initial Note Balance”).

Capitalization of the Issuing Entity

The following table illustrates the approximate expected assets of the Issuing Entity as of the Closing Date.

2012-1 SUBI Certificate	$	1,208,460,819
Reserve Fund	$	6,042,304
Total	$	1,214,503,123

The following table illustrates the approximate capitalization of the Issuing Entity as of the Closing Date, as if the issuance and sale of the Notes had taken place on that date:

Notes	$	1,000,000,000
Overcollateralization	$	208,460,819
Total	$	1,208,460,819

The Issuing Entity will also issue the Certificates which represents the residual interest in the Issuing Entity.  The Certificates are not offered by this free-writing prospectus, and initially will be retained by the Depositor.

The Specified Leases

General

The statistical portfolio of the Specified Leases and the related Specified Vehicles selected from the Vehicle Trust’s portfolio will consist of a pool of 32,553 Specified Leases that had an Aggregate Securitization Value as of the Cutoff Date of $1,208,460,819.42.  The Aggregate Securitization Value for any date will mean an amount calculated as of the close of business on such day equal to the sum of the

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Securitization Values of all Specified Leases.  For more information regarding how the Securitization Value for each Specified Lease is calculated, you should refer to “—Calculation of the Securitization Value of the Specified Leases” below.

Characteristics

The Specified Leases were selected by reference to several criteria, including, that as of the Cutoff Date, each Specified Lease:

· applied to a Specified Vehicle that was a new BMW vehicle at the time of origination of the Specified Lease;

· applied to a Specified Vehicle that has a model year of 2009 or later;

· was originated for a User-Lessee with a United States address;

· provides for level payments that fully amortize the Initial Lease Balance of the Specified Lease at the related Lease Rate to the related Contract Residual Value over the lease term;

· was originated on or after August 1, 2009;

· had a Maturity Date on or after the July 2012 Payment Date and no later than the March 2015 Payment Date;

· has an original term of not more than 60 months; and

· was not more than 29 days past due.

The statistical portfolio of the Specified Leases and Specified Vehicles presented in this free-writing prospectus is based on a statistical portfolio of 32,553 leases and the related leased vehicles. The actual pool of Specified Leases and Specified Vehicles allocated to the 2012-1 SUBI on the Closing Date may vary from those included in the statistical pool because leases and the related leased vehicles may be added to or removed from the pool of SUBI Assets if the actual discount rate varies from the statistical discount rate.  Although they may be different, the portfolio characteristics of the Specified Leases and Specified Vehicles allocated to the 2012-1 SUBI as of the Closing Date will not differ in any material respect from the portfolio characteristics of the Specified Leases and Specified Vehicles in the statistical portfolio as of the Cutoff Date set forth in the following tables (which were calculated as of the Cutoff Date and are based on the securitization rate calculated using the statistical discount rate).  The characteristics of the Specified Leases in the statistical portfolio as of the Cutoff Date are as set forth in the following tables. We refer you to “The Leases” in the attached prospectus for a further description of the characteristics of the Leases, including the Specified Leases.

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Composition of the Statistical Portfolio of the Specified Leases
(As of the Cutoff Date)
Aggregate Securitization Value	$	1,208,460,819.42
Number of Specified Leases		32,553
Aggregate ALG Residual Value	$	853,379,306.66
Aggregate of ALG Residual Values as a Percentage of Aggregate Securitization Value		70.62	%
Aggregate of Discounted ALG Residual Values(2) as a Percentage of Aggregate Securitization Value		61.62	%
Percentage BMW Passenger Cars as a Percentage of Aggregate Securitization Value		82.20	%
Percentage BMW Light Trucks as a Percentage of Aggregate Securitization Value		17.80	%
Weighted Average FICO Score(1)		763

	Average			Minimum		Maximum
Securitization Value	$	37,122.87		$	18,100.98	$	108,179.89
Original Term to Maturity		35	(1)		24		36
Remaining Term to Maturity		25	(1)		6		36
Seasoning		10	(1)		0		30
ALG Residual Value	$	26,215.07		$	15,058.00	$	72,899.00

____________________________________

(1)  Weighted by Securitization Value as of the Cutoff Date.

(2)  Discounted by the securitization rate calculated using the statistical discount rate.

Distribution of the Specified Leases by Aggregate Securitization Value as of the Cutoff Date

As of the Cutoff Date, the distribution of the Specified Leases by Aggregate Securitization Value was as follows:

Securitization Value as of the Cutoff Date		Number of Specified Leases		Percentage of Total Number of Specified Leases(1)			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date(1)
$	10,000.00 - $19,999.99		51		0.16	%	$	995,081.75		0.08	%
$	20,000.00 - $29,999.99		9,643		29.62			262,464,740.13		21.72
$	30,000.00 - $39,999.99		12,187		37.44			420,134,818.56		34.77
$	40,000.00 - $49,999.99		7,528		23.13			331,979,255.36		27.47
$	50,000.00 - $59,999.99		1,811		5.56			97,112,989.43		8.04
$	60,000.00 - $69,999.99		625		1.92			40,623,936.51		3.36
$	70,000.00 - $79,999.99		486		1.49			36,117,355.20		2.99
$	80,000.00 - $89,999.99		183		0.56			15,350,689.39		1.27
$	90,000.00 - $99,999.99		36		0.11			3,366,341.04		0.28
Greater than or equal to $100,000.00			3		0.01			315,612.06		0.03
Total:			32,553		100.00	%	$	1,208,460,819.42		100.00	%

____________________________________

(1) Percentages may not add to 100.00% due to rounding.

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Distribution of the Specified Leases by Original Term to Maturity

As of the Cutoff Date, the distribution of the Specified Leases by the original term to maturity was as follows:

Original Term to Maturity (months)	Number of Specified Leases		Percentage of Total Number of Specified Leases(1)			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date(1)
13 – 24		971		2.98	%	$	36,608,749.51		3.03	%
25 – 36		31,582		97.02			1,171,852,069.91		96.97
Total:		32,553		100.00	%	$	1,208,460,819.42		100.00	%

____________________________________

(1) Percentages may not add to 100.00% due to rounding.

Distribution of the Specified Leases by Remaining Term to Maturity

As of the Cutoff Date, the distribution of the Specified Leases by the remaining term to maturity was as follows:

Remaining Term to Maturity (months)	Number of Specified Leases		Percentage of Total Number of Specified Leases(1)			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date(1)
1 – 12		2,460		7.56	%	$	72,572,801.68		6.01	%
13 – 24		12,851		39.48			450,566,789.76		37.28
25 – 36		17,242		52.97			685,321,227.98		56.71
Total:		32,553		100.00	%	$	1,208,460,819.42		100.00	%

_______________________

(1) Percentages may not add to 100.00% due to rounding.

Distribution of the Specified Leases by State

As of the Cutoff Date, the distribution of the Specified Leases, based on the address of the lessee of the related Specified Vehicle, was as follows:

State	Number of Specified Leases		Percentage of Total Number of Specified Leases(1)			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date(1)
California		6,399		19.66	%	$	236,314,879.83		19.56	%
Florida		4,285		13.16			158,325,774.78		13.10
New York		4,028		12.37			147,480,670.65		12.20
New Jersey		3,669		11.27			133,366,586.24		11.04
Texas		1,472		4.52			59,153,984.26		4.89
Pennsylvania		1,399		4.30			49,953,962.31		4.13
Connecticut		1,236		3.80			44,964,303.26		3.72
Massachusetts		1,149		3.53			41,342,253.57		3.42
Illinois		842		2.59			33,843,674.07		2.80
Ohio		871		2.68			32,034,204.14		2.65
Virginia		746		2.29			28,137,511.94		2.33
Georgia		714		2.19			27,078,017.92		2.24
North Carolina		604		1.86			23,043,661.49		1.91
Michigan		520		1.60			18,923,262.12		1.57
Arizona		505		1.55			18,593,840.50		1.54
Maryland		459		1.41			18,254,276.15		1.51
Colorado		383		1.18			14,247,706.75		1.18
Washington		381		1.17			14,173,919.74		1.17
Minnesota		357		1.10			13,185,158.93		1.09
Other		2,534		7.78			96,043,170.77		7.95
Total:		32,553		100.00	%	$	1,208,460,819.42		100.00	%

_______________________

(1) Percentages may not add to 100.00% due to rounding.

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No state other than California, Florida, New York and New Jersey accounts for 5% or more of the Aggregate Securitization Value of the Specified Leases and the related Specified Vehicles as of the Cutoff Date.  Adverse economic conditions in any of these states may have a disproportionate impact on the performance of the Specified Leases and Specified Vehicles.  See “Risk Factors—The geographic concentration of the specified leases and performance of the specified leases and related specified vehicles may increase the risk of loss on your investment” in this free-writing prospectus.

Distribution of the Specified Leases by Specified Vehicle Model

As of the Cutoff Date, the distribution of the Specified Leases by the model of the related Specified Vehicle was as follows:

Model	Number of Specified Leases		Percentage of Total Number of Specified Leases(1)			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date(1)
1 Series		661		2.03	%	$	19,148,092.58		1.58	%
3 Series		16,728		51.39			534,538,565.67		44.23
5 Series		7,564		23.24			307,390,923.02		25.44
6 Series		617		1.90			42,928,019.06		3.55
7 Series		1,003		3.08			64,055,810.27		5.30
X3		2,043		6.28			69,322,802.67		5.74
X5		2,876		8.83			127,946,811.91		10.59
X6		356		1.09			17,846,134.98		1.48
Z4		705		2.17			25,283,659.27		2.09
Total:		32,553		100.00	%	$	1,208,460,819.42		100.00	%

_______________________

(1) Percentages may not add to 100.00% due to rounding.

Distribution of the Specified Leases by Year and Quarter of Maturity

As of the Cutoff Date, the distribution of the Specified Leases based on the year and quarter of maturity was as follows:

Year and Quarter of Maturity	Number of Specified Leases		Percentage of Total Number of Specified Leases(1)			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date(1)
2012 3rd Quarter		1,308		4.02	%	$	36,923,782.29		3.06	%
2012 4th Quarter		961		2.95			29,287,797.93		2.42
2013 1st Quarter		444		1.36			14,890,308.05		1.23
2013 2nd Quarter		1,947		5.98			65,018,460.55		5.38
2013 3rd Quarter		3,833		11.77			126,984,332.04		10.51
2013 4th Quarter		4,644		14.27			168,145,285.27		13.91
2014 1st Quarter		4,392		13.49			160,948,331.59		13.32
2014 2nd Quarter		2,952		9.07			121,461,137.83		10.05
2014 3rd Quarter		4,793		14.72			183,704,830.92		15.20
2014 4th Quarter		5,545		17.03			220,897,190.80		18.28
2015 1st Quarter		1,734		5.33			80,199,362.16		6.64
Total:		32,553		100.00	%	$	1,208,460,819.42		100.00	%

_______________________

(1) Percentages may not add to 100.00% due to rounding.

Calculation of the Securitization Value of the Specified Leases

The “Securitization Rate” for any Specified Lease and the related Specified Vehicle is an annualized rate that is the greater of (a) the Lease Rate for such Specified Lease and (b) a discount rate of _____%.  For purposes of presenting the pool information in this free-writing prospectus, a statistical

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discount rate of 6.75% has been used.  The actual discount rate may be greater than or less than the statistical discount rate, but such variance is not expected to be material.

If the actual discount rate is different than the statistical discount rate, then the statistical characteristics of the Specified Leases and Specified Vehicles may vary somewhat from the statistical distribution of those characteristics presented in this free-writing prospectus, because leases and the related leased vehicles may be added to or removed from the pool of SUBI Assets (depending on whether the actual discount rate is greater than or less than the statistical discount rate). Any variance between the characteristics of the pool information in this free-writing prospectus and the actual characteristics is not expected to be material.

Pool Underwriting

In connection with the offering of the notes, the Depositor has performed a review of the Specified Leases and certain disclosure in this free-writing prospectus and the attached prospectus relating to the Specified Leases, as described under “Review of Pool Assets” below.

As described in “BMW FS’ Financing Program” in this free-writing prospectus and “BMW FS’ Lease Financing Program—Underwriting” in the attached prospectus, under BMW FS’ origination process, credit applications are evaluated when received and are either automatically approved, automatically rejected or forwarded for review by a BMW FS credit buyer with appropriate approval authority.  The BMW FS credit buyer reviews each such application 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’ own internal credit scoring process.  19,531 Specified Leases in the statistical pool, having an aggregate principal balance of approximately $710,888,731.74 (approximately 58.83% of the aggregate securitization value of the Specified Leases in the statistical portfolio as of the Cutoff Date) were automatically approved.  BMW FS determined that whether a Specified Lease was accepted automatically by BMW FS’ electronic credit decision system or was accepted following review by a BMW FS credit buyer was not indicative of the quality of the related Specified Lease.  No Specified Leases in the statistical pool were automatically rejected.  No Specified Leases in the statistical pool were originated with exceptions to BMW FS’ underwriting guidelines.

Weighted Average Lives of the Notes

The tables below were prepared on the basis of certain assumptions regarding the statistical portfolio, including that:

· the Specified Leases and Specified Vehicles have the characteristics set forth in this free-writing prospectus;

· all Monthly Payments are made in accordance with the cashflow schedule set forth in Appendix B to this free writing prospectus;

· the Residual Value for each Specified Vehicle is received on the maturity date of the related Specified Lease in accordance with the cashflow schedule set forth in Appendix B to this free-writing prospectus;

· all Monthly Payments are timely received and no Specified Lease is ever delinquent;

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· the interest on the Class A-1 Notes is 0.36653% based on an actual/360 day count, on the Class A-2 Notes is 0.82% based on a 30/360 day count, on the Class A-3 Notes is 1.02% based on a 30/360 day count and on the Class A-4 Notes is 1.23% based on a 30/360 day count;

· no Reallocation Payment is made in respect of any Specified Lease;

· there are no losses in respect of the Specified Leases;

· distributions of principal of and interest on the Notes are made on the 20th of each month, whether or not the day is a Business Day;

· the Servicing Fee is 1.00% per annum of the outstanding Aggregate Securitization Value as of the first day of the 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) 1.00% per annum of the Aggregate Securitization Value as of the Cutoff Date and (b) 1.00% per annum of the outstanding Aggregate Securitization Value as of April 1, 2012;

· the Reserve Fund is funded with an amount equal to the Initial Deposit;

· all prepayments are prepayments in full; and

· the Closing Date is April 26, 2012.

No representation is made as to what the actual levels of losses and delinquencies on the Specified Leases will be. Because payments on the Specified Leases will differ from those used in preparing the following tables, distributions of principal of the Notes may be made earlier or later than as set forth in the tables. Investors are urged to make their investment decisions on a basis that includes their determination as to anticipated prepayment rates under a variety of the assumptions discussed herein.

The following tables set forth the percentages of the unpaid principal amount of the Notes that would be outstanding after each of the dates shown, based on a prepayment rate equal to 0%, 50%, 75%, 100%, 150% and 200% of the Prepayment Assumption. As used in the table, “0% Prepayment Assumption” assumes no prepayments on a Specified Lease, “50% Prepayment Assumption” assumes that a Specified Lease will prepay at 50% of the Prepayment Assumption, and so forth.

10

Percentage of Class A-1 Note Balance Outstanding(1)

Payment Date	Prepayment Assumption
		0	%	50	%	75	%	100	%	150	%	200	%
Closing Date		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
May 2012		81.34	%	79.37	%	78.36	%	77.33	%	75.21	%	73.00	%
June 2012		72.47	%	69.43	%	67.87	%	66.27	%	62.98	%	59.55	%
July 2012		63.58	%	59.42	%	57.27	%	55.08	%	50.56	%	45.83	%
August 2012		55.42	%	50.04	%	47.26	%	44.43	%	38.55	%	32.40	%
September 2012		39.97	%	33.47	%	30.11	%	26.66	%	19.52	%	12.03	%
October 2012		27.52	%	19.89	%	15.94	%	11.89	%	3.47	%	0.00	%
November 2012		18.12	%	9.35	%	4.79	%	0.12	%	0.00	%	0.00	%
December 2012		8.48	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
January 2013		0.00	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Weighted Average Life to Maturity (years)(2)		0.37		0.33		0.32		0.30		0.28		0.25
Weighted Average Life to Call (years)(2)(3)		0.37		0.33		0.32		0.30		0.28		0.25

_________________________

(1) Percentages assume that no Optional Purchase occurs.

(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 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.

In calculating the expected final payment date shown on the cover to this free-writing prospectus, a 100% Prepayment Assumption was utilized.  The actual Payment Date on which the Class A-1 Notes are paid in full may be before or after this date depending on the actual payment experience of the Specified Leases.

11

Percentage of Class A-2 Note Balance Outstanding(1)

Payment Date	Prepayment Assumption
		0	%	50	%	75	%	100	%	150	%	200	%
Closing Date		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
May 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
June 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
July 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
August 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
September 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
October 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	96.64	%
November 2012		100.00	%	100.00	%	100.00	%	100.00	%	94.01	%	87.61	%
December 2012		100.00	%	99.11	%	95.90	%	92.61	%	85.74	%	78.48	%
January 2013		98.19	%	91.35	%	87.79	%	84.13	%	76.50	%	68.40	%
February 2013		93.50	%	85.95	%	82.02	%	77.97	%	69.51	%	60.53	%
March 2013		88.84	%	80.59	%	76.28	%	71.85	%	62.57	%	52.68	%
April 2013         ��		82.98	%	74.07	%	69.42	%	64.62	%	54.56	%	43.83	%
May 2013		75.92	%	66.41	%	61.44	%	56.31	%	45.54	%	34.01	%
June 2013		68.83	%	58.76	%	53.48	%	48.03	%	36.56	%	24.25	%
July 2013		56.61	%	46.21	%	40.76	%	35.12	%	23.23	%	10.44	%
August 2013		43.65	%	33.03	%	27.45	%	21.67	%	9.47	%	0.00	%
September 2013		29.53	%	18.81	%	13.17	%	7.33	%	0.00	%	0.00	%
October 2013		17.65	%	6.80	%	1.08	%	0.00	%	0.00	%	0.00	%
November 2013		5.86	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
December 2013		0.00	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Weighted Average Life to Maturity (years)(2)		1.28		1.20		1.16		1.12		1.03		0.95
Weighted Average Life to Call (years)(2)(3)		1.28		1.20		1.16		1.12		1.03		0.95

________________________

(1) Percentages assume that no Optional Purchase occurs.

(2) The weighted average life of the Class A-2 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 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.

In calculating the expected final payment date shown on the cover to this free-writing prospectus, a 100% Prepayment Assumption was utilized.  The actual Payment Date on which the Class A-2 Notes are paid in full may be before or after this date depending on the actual payment experience of the Specified Leases.

12

Percentage of Class A-3 Note Balance Outstanding(1)

Payment Date	Prepayment Assumption
		0	%	50	%	75	%	100	%	150	%	200	%
Closing Date		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
May 2012                          ��		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
June 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
July 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
August 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
September 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
October 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
November 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
December 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
January 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
February 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
March 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
April 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
May 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
June 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
July 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
August 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	96.16	%
September 2013		100.00	%	100.00	%	100.00	%	100.00	%	94.76	%	80.85	%
October 2013		100.00	%	100.00	%	100.00	%	94.96	%	81.89	%	67.68	%
November 2013		100.00	%	94.74	%	88.76	%	82.53	%	69.31	%	54.87	%
December 2013		92.27	%	81.02	%	75.08	%	68.89	%	55.70	%	41.25	%
January 2014		72.90	%	62.13	%	56.41	%	50.45	%	37.67	%	23.52	%
February 2014		63.30	%	52.42	%	46.61	%	40.53	%	27.38	%	12.53	%
March 2014		50.72	%	39.95	%	34.17	%	28.08	%	14.72	%	0.00	%
April 2014		31.88	%	21.80	%	16.34	%	10.53	%	0.00	%	0.00	%
May 2014		21.75	%	11.75	%	6.28	%	0.40	%	0.00	%	0.00	%
June 2014		13.03	%	3.12	%	0.00	%	0.00	%	0.00	%	0.00	%
July 2014		2.03	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
August 2014		0.00	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Weighted Average Life to Maturity (years)(2)		1.94		1.87		1.84		1.80		1.72		1.63
Weighted Average Life to Call (years)(2)(3)		1.94		1.87		1.84		1.80		1.72		1.63

__________________________

(1) Percentages assume that no Optional Purchase occurs.

(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 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.

In calculating the expected final payment date shown on the cover to this free-writing prospectus, a 100% Prepayment Assumption was utilized.  The actual Payment Date on which the Class A-3 Notes are paid in full may be before or after this date depending on the actual payment experience of the Specified Leases.

13

Percentage of Class A-4 Note Balance Outstanding(1)

Payment Date	Prepayment Assumption
		0	%	50	%	75	%	100	%	150	%	200	%
Closing Date		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
May 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
June 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
July 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
August 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
September 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
October 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
November 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
December 2012		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
January 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
February 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
March 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
April 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
May 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
June 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
July 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
August 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
September 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
October 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
November 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
December 2013		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
January 2014		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
February 2014		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
March 2014		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	96.69	%
April 2014		100.00	%	100.00	%	100.00	%	100.00	%	90.45	%	28.22	%
May 2014		100.00	%	100.00	%	100.00	%	100.00	%	48.79	%	0.00	%
June 2014		100.00	%	100.00	%	90.78	%	67.56	%	13.10	%	0.00	%
July 2014		100.00	%	71.71	%	51.69	%	30.02	%	0.00	%	0.00	%
August 2014		61.09	%	28.07	%	9.86	%	0.00	%	0.00	%	0.00	%
September 2014		8.85	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
October 2014		0.00	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Weighted Average Life to Maturity (years)(2)		2.37		2.32		2.28		2.23		2.11		2.00
Weighted Average Life to Call (years)(2)(3)		2.37		2.32		2.27		2.23		2.10		2.00

__________________________

(1)            Percentages assume that no Optional Purchase occurs.

(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 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.

In calculating the expected final payment date shown on the cover to this free-writing prospectus, a 100% Prepayment Assumption was utilized.  The actual Payment Date on which the Class A-4 Notes are paid in full may be before or after this date depending on the actual payment experience of the Specified Leases.

14

Use of Proceeds

The net proceeds from the sale of the Notes, which equal the proceeds of the public offering minus expenses relating thereto in the amount of $______, together with the net proceeds from the private placement of the Certificates, will be applied by the Issuing Entity to acquire the SUBI Certificate from the Depositor.  The Depositor will then use the proceeds paid to the Depositor by the Issuing Entity to pay BMW LP the purchase price for the SUBI Certificate and to make the required deposit to the Reserve Fund.

Plan of Distribution

Subject to the terms and conditions set forth in an underwriting agreement relating to the Notes, the Depositor has agreed to sell to the underwriters named below, for whom J.P. Morgan Securities LLC is acting as representative, and the underwriters have agreed to purchase, severally but not jointly, the following principal amounts of the Notes.

Underwriter	Class A-1 Notes		Class A-2 Notes		Class A-3 Notes		Class A-4 Notes
J.P. Morgan Securities LLC	$		$		$		$
Barclays Capital Inc.	$		$		$		$
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$		$		$		$
Credit Agricole Securities (USA) Inc.	$		$		$		$
RBC Capital Markets, LLC	$		$		$		$
SG Americas Securities, LLC	$		$		$		$
Total	$	220,000,000	$	353,000,000	$	340,000,000	$	87,000,000

The underwriting agreement provides, subject to conditions precedent, that the underwriters will be obligated to purchase all the Notes if any are purchased. The underwriting agreement provides that if there is an event of default by an underwriter, in some circumstances the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

The Depositor has been advised that the underwriters propose initially to offer the Notes to the public at the respective offering prices set forth on the cover hereof and to certain dealers at such prices less a selling concession not to exceed the percentage of the principal amount of the Notes set forth below, and that the underwriters may allow and such dealers may reallow a reallowance discount not to exceed the percentage of the principal amount of the Notes set forth below.  After the initial public offering of the Notes, the public offering prices and concessions referred to in this paragraph may change.

Class of Notes	Selling Concession	Reallowance Discount
Class A-1	%	%
Class A-2	%	%
Class A-3	%	%
Class A-4	%	%

The Depositor and BMW FS have jointly and severally agreed to indemnify the underwriters against certain liabilities, including civil liabilities under the Securities Act of 1933, as amended, or contribute to payments which the underwriters may be required to make in respect thereof.  In the ordinary course of their respective businesses, the underwriters and their respective affiliates have engaged and may engage in various financial advisory, investment banking and commercial banking transactions from time to time with BMW FS and its affiliates.

15

The Notes are new issues of securities with no established trading market.  The Depositor has been advised by the underwriters that they intend to make a market in the Notes as permitted by applicable laws and regulations.  The underwriters are not obligated, however, to make a market in the Notes, and that market-making may be discontinued at any time without notice at the sole discretion of the underwriters.  Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Notes of any class.

In connection with the offering of the Notes, the underwriters may engage in overallotment, stabilizing transactions and syndicate covering transactions.  Overallotment involves sales in excess of the offering size which creates a short position for the underwriters.  Stabilizing transactions involve bids to purchase the Notes in the open market for the purpose of pegging, fixing or maintaining the price of the Notes.  Syndicate covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover short positions.  Stabilizing transactions and syndicate covering transactions may cause the price of the Notes to be higher than it would otherwise be in the absence of those transactions.  If the underwriters engage in stabilizing or syndicate covering transactions, they may discontinue them at any time.

Upon receipt of a request by an investor who has received an electronic prospectus from an underwriter or a request by that investor’s representative within the period during which there is an obligation to deliver a prospectus, BMW FS, the Depositor or the underwriters will promptly deliver, or cause to be delivered, without charge, a paper copy of the prospectus.

16

APPENDIX B

Assumed Cashflows

Modeling Assumption: The cashflow schedules appearing in the immediately following table were generated assuming (i) that the lessees make their remaining Monthly Payments starting in March 2012 and every month thereafter until all scheduled Monthly Payments are made and (ii) that the residual value of the Specified Vehicles is due the month following the last related Monthly Payment.

Period	Beginning Aggregate Securitization Value ($)		Monthly Payment ($)		Residual Value ($)
March 2012		1,208,460,819.42		22,494,943.48		0.00
April 2012		1,192,791,815.74		21,096,930.70		0.00
May 2012		1,178,432,260.33		21,180,400.16		0.00
June 2012		1,163,908,061.07		21,208,932.77		0.00
July 2012		1,149,273,223.35		21,221,525.31		0.00
August 2012		1,134,543,060.90		20,669,115.69		19,720,646.40
September 2012		1,100,561,390.18		20,299,666.44		13,305,316.95
October 2012		1,073,172,365.40		20,123,310.70		6,606,655.35
November 2012		1,052,503,395.74		19,922,022.01		7,240,139.25
December 2012		1,031,285,199.27		19,621,366.18		11,249,155.58
January 2013		1,006,238,083.65		19,552,127.26		2,680,492.88
February 2013		989,685,962.26		19,482,095.71		2,548,939.20
March 2013		973,241,756.80		19,299,861.16		6,884,366.78
April 2013		952,551,435.86		19,014,829.04		11,298,794.08
May 2013		927,614,587.97		18,747,928.98		11,512,693.41
June 2013		902,588,908.24		18,103,220.28		30,129,865.90
July 2013		859,448,950.57		17,368,969.48		33,215,618.74
August 2013		813,713,165.10		16,547,332.28		37,887,525.39
September 2013		763,868,180.53		15,915,067.29		30,320,556.37
October 2013		721,940,410.51		15,186,310.56		30,514,582.33
November 2013		680,310,447.36		14,265,818.36		36,547,228.24
December 2013		633,333,085.94		12,854,720.07		56,567,073.05
January 2014		567,481,655.22		12,249,345.35		23,578,932.53
February 2014		534,851,633.41		11,388,873.25		34,408,338.00
March 2014		492,068,775.41		10,062,858.27		56,741,991.35
April 2014		428,037,292.46		9,396,177.12		27,479,710.87
May 2014		393,574,014.31		8,778,353.82		23,070,592.27
June 2014		363,943,425.55		7,957,309.66		31,491,483.28
July 2014		326,545,982.05		7,024,380.23		35,584,478.37
August 2014		285,777,793.82		5,969,882.26		41,091,918.83
September 2014		240,326,885.10		4,854,229.17		42,453,062.10
October 2014		194,374,403.79		3,697,561.11		44,483,137.07
November 2014		147,289,678.60		2,449,457.42		49,136,573.08
December 2014		96,534,344.31		1,287,279.72		46,755,867.31
January 2015		49,035,949.01		556,559.79		28,009,349.10
February 2015		20,746,983.29		0.00		20,864,222.60
March 2015		0.00		0.00		0.00

17

BMW Auto Leasing LLC Depositor	BMW Vehicle Lease Trust 2012-1 Issuing Entity
	TERM SHEET
BMW Financial Services NA, LLC Sponsor, Administrator and Servicer	Underwriters J.P. Morgan Barclays Co-Managers BofA Merrill Lynch Credit Agricole Securities RBC Capital Markets SOCIETE GENERALE
	April 18, 2012