-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HTnC7r50kTQsBCpE4ZwoBzyjyyAcfP+eeLqGzB/ul4jH/78Vc8ak1Eh7JZrkhOE6 muGK6Tdf33M3LZYmhu0npw== 0000834071-03-000028.txt : 20030620 0000834071-03-000028.hdr.sgml : 20030620 20030620164438 ACCESSION NUMBER: 0000834071-03-000028 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOYOTA AUTO FINANCE RECEIVABLES LLC CENTRAL INDEX KEY: 0001131131 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 334836519 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-74872 FILM NUMBER: 03752140 BUSINESS ADDRESS: STREET 1: 19001 S WESTERN AVE CITY: TORRANCE STATE: CA ZIP: 90509 BUSINESS PHONE: 3107871310 MAIL ADDRESS: STREET 1: 19001 S WESTERN AVE CITY: TORRANCE STATE: CA ZIP: 90509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOYOTA MOTOR CREDIT CORP CENTRAL INDEX KEY: 0000834071 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 953775816 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09961 FILM NUMBER: 03752139 BUSINESS ADDRESS: STREET 1: 19300 GRAMERCY PLACE STREET 2: NORTH BUILDING CITY: TORRANCE STATE: CA ZIP: 90509 BUSINESS PHONE: 3107871310 MAIL ADDRESS: STREET 1: 19300 GRAMERCY PLACE STREET 2: NORTH BUILDING CITY: TORRANCE STATE: CA ZIP: 90509 10-K 1 abs2002b10k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION PRIVATE Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended March 31, 2003 ----------------------------------------- or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to --------------- ---------------- Commission file numbers: 333-74872 and 333-74872-01 ------------------------------------ TOYOTA AUTO RECEIVABLES 2002-B OWNER TRUST ------------------------------------------ (Exact name of registrant as specified in its charter) California 95-4836519 - ------------------------------------- ------------------ State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) Toyota Auto Finance Receivables LLC 19300 Gramercy Place, North Building Torrance, California 90509 - ------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (310) 468-7333 ------------------ 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 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 X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No X --- --- The registrant is a trust with no voting securities outstanding. Exhibit Index is on Page 7. Page 1 of 7 This Annual Report on Form 10-K is filed by Toyota Motor Credit Corporation ("TMCC") on behalf of the Toyota Auto Receivables 2002-B Owner Trust (the "Trust") pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended. This Annual Report on Form 10-K omits responses or responds in a modified fashion to certain Items required by Form 10-K in accordance with the responses of the Office of Chief Counsel, Division of Corporation Finance of the Securities and Exchange Commission, contained in a letter dated November 5, 1993 and made orally to TMCC's counsel in response to TMCC's requests for exemptive relief from such reporting requirements. PART I ITEM 1. BUSINESS. Omitted. ITEM 2. PROPERTIES. The Trust was created pursuant to a Trust Agreement dated as of April 19, 2002, between Toyota Auto Finance Receivables LLC ("TAFR LLC") as depositor (the "Depositor") and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"), as amended and restated by an Amended and Restated Trust Agreement dated as of May 1, 2002, among the Depositor and U.S. Bank Trust National Association, as owner trustee. Pursuant to an Indenture executed in conjunction with the Agreement, the Trust issued asset-backed notes (the "Notes") secured by the assets of the Trust. The Indenture Trustee is The Bank of New York. The Notes consist of four classes of senior notes (the "Class A-1 1.91375% Notes", "Class A-2 2.79% Notes", "Class A-3 3.76% Notes" and "Class A- 4 4.39% Notes"). Only the Class A-2, Class A-3 and Class A-4 Notes were registered and publicly offered and sold. The Trust also issued a fractional undivided interest in certificated form (the "Subordinated Seller's Interest"). The Subordinated Seller's Interest was retained by the Seller. The assets of the Trust primarily include a pool of retail installment sales contracts (the "Receivables"), secured by new and used Toyota and Lexus and other vehicles. The Trust's business activities include acquiring and holding the assets of the Trust, issuing the Notes and distributing proceeds to the Note holders. -2- ITEM 2. PROPERTIES. (continued) The following tables set forth information relating to Trust asset delinquency as of March 31, 2003 and net losses for the period from April 1, 2002 through March 31, 2003: March 31, 2003 -------------------------- Aggregate Contracts Balances --------- ----------- Delinquent Contracts: (i) 31-60 Days Delinquent 678 $9,992,185 (ii) 61-90 Days Delinquent 132 $1,986,186 (iii) Over 90 Days Delinquent 178 $2,582,023 March 31, 2003 -------------------------- % of % of Aggregate Contracts Balances Outstanding Outstanding ----------- ----------- Delinquency Rates: (i) 31-60 Days Delinquent 0.85% 0.99% (ii) 61-90 Days Delinquent 0.16% 0.20% (iii) Over 90 Days Delinquent 0.22% 0.26% Period Ending March 31, 2003 -------------------------- Contracts Amount --------- ---------- Aggregate Net Losses: 354 $2,156,055 Reimbursed Credit Losses: $2,156,055 ITEM 3. LEGAL PROCEEDINGS. There is nothing to report with regard to this item. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There is nothing to report with regard to this item. -3- PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. The holder of record of all offered Notes as of March 31, 2003, was Cede & Co., the nominee of The Depository Trust Company ("DTC") in the United States. Direct participants active in the DTC system include the Euroclear System, Clearstream Banking, societe anonyme, and securities brokers and dealers, banks, trust companies and clearing corporations. Sixty-six DTC participants hold the offered Notes as of the date hereof. The Notes are not listed on any securities exchange. The Toyota Auto Receivables 2002-B Owner Trust issued and publicly offered the following three classes of securities covered by Registration Statement Nos. 333-74872 and 333-74872-01 (declared effective January 11, 2002): $387,000,000 aggregate principal amount of 2.79% Asset Backed Notes, Class A-2, $457,000,000 aggregate principal amount of 3.76% Asset Backed Notes, Class A-3, $264,000,000 aggregate principal amount of 4.39% Asset Backed Notes, Class A-4 pursuant to the Indenture. The aggregate offering prices of Class A-2, Class A-3, and Class A-4 Notes, expenses incurred and underwriting discounts, fees and commissions paid by the issuer through the date hereof (all of which were paid to unaffiliated third party service providers) are all as disclosed in the related Prospectus and Registration Statement. Subject to the terms and conditions of the Underwriting Agreement relating to the offered Notes, TAFR LLC sold the principal amount of the offered Notes to Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America Securities LLC, Guzman & Company, J.P. Morgan Securities, Inc., Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., and The Williams Capital Group, L.P. The offering has terminated and all of the Notes have been sold. The net proceeds received by TAFR LLC from the sale of the Notes was used to purchase the Receivables from TMCC pursuant to the Receivables Purchase Agreement. ITEM 6. SELECTED FINANCIAL DATA. Omitted. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Omitted. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Omitted. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Omitted. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. There is nothing to report with regard to this item. -4- PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Omitted. ITEM 11. EXECUTIVE COMPENSATION. Omitted. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. Omitted. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Omitted. ITEM 14. CONTROLS AND PROCEDURES Omitted. ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES Omitted. PART IV ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) Exhibits The exhibits listed on the accompanying Exhibit Index, page 8, are filed as part of this Report. (b) Reports on Form 8-K The following reports on Form 8-K contain monthly Servicer's Certificates prepared by TMCC and were filed during the year ended March 31, 2003: Date of Report - ----------------- June 28, 2002 July 31, 2002 August 30, 2002 September 30, 2002 October 31, 2002 November 29, 2002 December 31, 2002 January 31, 2003 February 28, 2003 March 31, 2003 -5- 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. TOYOTA AUTO RECEIVABLES 2002-B OWNER TRUST BY: TOYOTA MOTOR CREDIT CORPORATION, AS SERVICER Date: June 20, 2003 By: /S/ GEORGE E. BORST --------------------------------------- George E. Borst President and Chief Executive Officer (Principal Executive Officer) SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to Note holders during the period covered by this report and the registrant does not intend to furnish such materials to Note holders subsequent to the filing of this report. -6- Certification I, George Borst, certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Toyota Auto Receivables 2002-B Owner Trust; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports; 4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that agreement; and 5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports. Date: June 20, 2003 /s/ George Borst ------------------------------- George Borst President and Chief Executive Officer Toyota Motor Credit Corporation -7- EXHIBIT INDEX Exhibit Method Number Description of Filing - ------- ----------- --------- 20(a) Report of Independent Accountants on Compliance Filed with Specified Retail Receivable Servicing Standards Herewith and Related Exhibits 20(b) Annual Statements as to Compliance Filed Herewith 20(c) Aggregate Monthly Report Information Filed Herewith -8- EX-20 4 exh20a.txt EXHIBIT 20(a) Report of Independent Accountants on Compliance with Specified Retail Receivable Servicing Standards To the Board of Directors and Shareholder of Toyota Motor Credit Corporation: We have examined management's assertion about Toyota Motor Credit Corporation's (the "Company") compliance with the servicing standards related to retail receivables identified in Exhibit I (collectively, the "specified servicing standards") as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended March 31, 2003 included in the accompanying management assertion (See Exhibit II). Management is responsible for the Company's compliance with those specified servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the specified servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned specified servicing standards as of and for the year ended March 31, 2003 is fairly stated, in all material respects. /s/ PRICEWATERHOUSECOOPERS LLP Los Angeles, California April 8, 2003 Exhibit I Specified Retail Receivable Servicing Standards I. ADVANCES 1. Funds of the servicing entity shall be advanced in accordance with the servicing agreement. II. RETAIL FINANCE RECEIVABLE PAYMENTS 1. Retail finance receivable payments shall be deposited into the servicer's bank accounts within two business days of receipt. 2. Retail finance receivable payments made in accordance with the borrower's loan documents shall be posted to the applicable borrower records within two business days of receipt. 3. Retail finance receivable payments shall be allocated to principal, interest, insurance, taxes, and other items in accordance with the borrower's loan documents. 4. Retail finance receivable payments identified as loan payoffs shall be allocated in accordance with the borrower's loan documents. III. DISBURSEMENTS 1. Disbursements made via wire transfer on behalf of a borrower or investor shall be made only by authorized personnel. 2. Disbursements made on behalf of a borrower or investor shall be posted on a timely basis to the borrower's or investor's records maintained by the servicing entity. 3. Amounts remitted to investors per the investor reports shall agree with cancelled checks, or other form of payment, or bank statements. IV. BORROWER LOAN ACCOUNTING 1. The servicing entity's borrower loan records shall agree with, or reconcile to, the records of borrowers with respect to the unpaid principal balance on a monthly basis. V. DELINQUENCIES 1. Records documenting collection efforts shall be maintained during the period a loan is in default and shall be updated at least monthly. Such records shall describe the entity's activities in monitoring delinquent loans including, for example, phone calls, letters and payments rescheduling plan in cases where the delinquency is deemed temporary (e.g. illness or unemployment). Exhibit II MANAGEMENT ASSERTION CONCERNING COMPLIANCE WITH USAP MINIMUM SERVICING STANDARDS April 8, 2003 PricewaterhouseCoopers LLP 350 South Grand Avenue Los Angeles, CA 90071-2889 To Whom It May Concern: As of and for the year ended March 31, 2003, Toyota Motor Credit Corporation and its subsidiaries have complied in all material respects with the specified servicing standards related to retail receivables identified in Exhibit I as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. /S/ GEORGE E. BORST /S/ TADASHI NAGASHINO - --------------------------------- --------------------------------- George E. Borst Tadashi Nagashino President and Executive Vice President Chief Executive Officer and Treasurer /S/ JOHN F. STILLO /S/ ANGELA BURRASTON - --------------------------------- --------------------------------- John F. Stillo Angela Burraston Vice President ABS Accounting Manager and Chief Financial Officer EX-20 5 exh20bfinal_2002b.txt EXHIBIT 20(b) ANNUAL STATEMENTS AS TO COMPLIANCE Officer's Certificate --------------------- I, George E. Borst, President and Chief Executive Officer of Toyota Motor Credit Corporation ("TMCC"), hereby certify as follows: (a) a review of the activities of TMCC as Servicer under the Sale and Servicing Agreement (the "Agreement") dated May 1, 2002 among Toyota Auto Receivables 2002-B Owner Trust as Issuer, Toyota Auto Finance Receivables LLC as Seller, and U.S. Bank Trust National Association as Trustee, for the period from April 1, 2002 through March 31, 2003 and of the performance of the Servicer under the Agreement has been made under my supervision; and (b) to the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreement throughout such period. Date: April 8, 2003 /S/ GEORGE E. BORST ------------------------------------ George E. Borst President and Chief Executive Officer Officer's Certificate --------------------- I, George E. Borst, President and Chief Executive Officer of Toyota Motor Credit Corporation ("TMCC"), Servicer under the Indenture (as defined below) hereby certify as follows: (a) a review of the activities of Toyota Auto Receivables 2002-B Owner Trust as Issuer ("Issuer") under the Indenture (the "Indenture") dated May 1, 2002 among the Issuer, and The Bank of New York as Indenture Trustee, for the period from April 1, 2002 through March 31, 2003 and of the performance of the Issuer under the Indenture has been made under my supervision; and (b) to the best of my knowledge, based on such review, the Issuer has complied with all conditions and covenants under the Indenture throughout such period. Date: April 8, 2003 /S/ GEORGE E. BORST ------------------------------------ George E. Borst President and Chief Executive Officer Toyota Motor Credit Corporation Servicer EX-20 6 exh20c_2002b.txt EXHIBIT 20(c) Toyota Motor Credit Corporation Aggregate Monthly Report Information Toyota Auto Receivables 2002-B Owner Trust As of and for the period from April 1, 2002 through March 31, 2003 Principal Distributions Class A1 444,000,000.00 Class A2 143,776,682.05 Class A3 0.00 Class A4 0.00 ---------------- Total 587,776,682.05 Interest Distributions Class A1 2,651,472.67 Class A2 9,284,138.89 Class A3 15,369,417.74 Class A4 10,366,253.33 ---------------- Total 37,671,282.63 Distribution Amount Allocable To Previously Unpaid Interest Class A1 0.00 Class A2 0.00 Class A3 0.00 Class A4 0.00 ---------------- Total 0.00 Remaining Unpaid Interest Class A1 0.00 Class A2 0.00 Class A3 0.00 Class A4 0.00 ---------------- Total 0.00 Outstanding Principal Balance Class A1 0.00 Class A2 243,223,317.95 Class A3 457,000,000.00 Class A4 264,000,000.00 ---------------- Total 964,223,317.95 Toyota Motor Credit Corporation Aggregate Monthly Report Information Toyota Auto Receivables 2002-B Owner Trust As of and for the period from April 1, 2002 through March 31, 2003 Principal Shortfalls Class A1 0.00 Class A2 0.00 Class A3 0.00 Class A4 0.00 ---------------- Total 0.00 Interest Shortfalls Class A1 0.00 Class A2 0.00 Class A3 0.00 Class A4 0.00 ---------------- Total 0.00 Servicing Fee 13,187,534.27 Payments Ahead 279,017.14 Servicer Advances 2,183,821.27 Reserve Fund 8,000,009.00 Cumulative Withdrawals from the Reserve Fund 0.00 Amounts Reimbursed to the Reserve Fund 0.00 -----END PRIVACY-ENHANCED MESSAGE-----