-----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, D1owaEjOWb5wjD1+01kWGBdYH4lvccR+obcttccSZ/dxEDgAk0eJp3dnEEMQ+WRT 0EE46cEYgeb1KJfq4FaHyA== 0000905148-02-001801.txt : 20020715 0000905148-02-001801.hdr.sgml : 20020715 20020715171023 ACCESSION NUMBER: 0000905148-02-001801 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020712 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC CENTRAL INDEX KEY: 0001162732 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 383536414 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-75942 FILM NUMBER: 02703256 BUSINESS ADDRESS: STREET 1: 2777 FRANKLIN RD CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2485123990 MAIL ADDRESS: STREET 1: 2777 FRANKLIN RD CITY: SOUTHFIELD STATE: MI ZIP: 48034 8-K 1 efc2-0744_5226208form8k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 12, 2002 Date of Report ............................................................... (Date of earliest event reported) DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC ................................................................................ (Exact name of registrant as specified in its charter) State of Michigan 333-75942 38-3536414 ................................................................................ (State or other jurisdiction (Commission) (IRS Employer of incorporation) File No.) Identification No.) 27777 Franklin Rd., Southfield, Michigan 48034 .............................................. (Address of principal executive offices) (248) 512-3990 Registrant's telephone number, including area code............................ This filing relates to Registration Statement No. 333-75942. - 1 - Item 5. Other Events. ------------ In connection with the proposed offering of DaimlerChrysler Auto Trust 2002-B, Asset Backed Notes, Class A-2, Class A-3 and Class A-4, attached as Exhibit 99 are certain materials prepared by DaimlerChrysler Services North America LLC that are required to be filed pursuant to the no-action letter dated May 20, 1994 issued by the staff of the Securities and Exchange Commission (the "Commission") to Kidder, Peabody Acceptance Corporation-1, Kidder, Peabody & Co. Incorporated and Kidder Structured Asset Corporation and the no-action letter dated February 15, 1995 issued by the staff of the Commission to the Public Securities Association. Item 7. Financial Statements, Pro Forma Financial Information and --------------------------------------------------------- Exhibits. -------- Listed below are the financial statements, pro forma financial information and exhibits, if any, filed as a part of this Report: (a) Financial statements of businesses acquired; None (b) Pro forma financial information: None (c) Exhibits: Exhibit 99 - 2 - SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC Date: July 15, 2002 By: /s/ B.C. Babbish ----------------------------- B.C. Babbish Assistant Secretary - 3 - EXHIBIT INDEX Exhibit No. Description of Exhibit - -------- ---------------------- 99 Material prepared by DaimlerChrysler Services North America LLC in connection with DaimlerChrysler Auto Trust 2002-B pursuant to the no-action letter dated May 20, 1994 issued by the staff of the Securities and Exchange Commission (the "Commission") to Kidder, Peabody Acceptance Corporation-1, Kidder, Peabody & Co. Incorporated and Kidder Structured Asset Corporation and the no-action letter dated February 15, 1995 issued by the staff of the Commission to the Public Securities Association. EX-99 3 efc2-0744_exhibit99.txt EXHIBIT 99 DaimlerChrysler Auto Trust 2002-B Structural and Collateral Materials Computational Materials DaimlerChrysler Auto Trust 2002-B $1,500,000,000 Asset-Backed Notes DaimlerChrysler Services North America LLC Seller and Servicer $675,000,000 Class A-2 [ ]% Asset-Backed Notes $430,000,000 Class A-3 [ ]% Asset-Backed Notes $395,000,000 Class A-4 [ ]% Asset-Backed Notes ------------------------------------------------------------ The information contained in the attached materials is referred to as the "Information". The attached Term Sheet has been prepared by DaimlerChrysler Services North America LLC. Neither Salomon Smith Barney Inc. ("Salomon") nor any of its affiliates makes any representation as to the accuracy or completeness of the Information herein. The Information contained herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission. The Information contained herein will be superseded by the description of the collateral pool contained in the prospectus supplement relating to the securities. The Information addresses only certain aspects of the applicable security's characteristics and thus does not provide a complete assessment. As such, the Information may not reflect the impact of all structural characteristics of the security. The assumptions underlying the Information, including structure and collateral, may be modified from time to time to reflect changed circumstances. Although a registration statement (including the prospectus) relating to the securities discussed in this communication has been filed with the Securities and Exchange Commission and is effective, the final prospectus supplement relating to the securities discussed in this communication has not been filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer or sale of the securities discussed in this communication in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Prospective purchasers are referred to the final prospectus and prospectus supplement relating to the securities discussed in this communication for definitive Information on any matter discussed in this communication. Any investment decision should be based only on the data in the prospectus and the prospectus supplement ("Offering Documents") and the then current version of the Information. Offering Documents contain data that is current as of their publication dates and after publication may no longer be complete or current. A final prospectus and prospectus supplement may be obtained by contacting the Salomon Syndicate Desk at 212-723-6171. SALOMON SMITH BARNEY The information contained in the attached materials is referred to as the "Information". The attached Term Sheet has been prepared by DaimlerChrysler Services North America LLC. Neither Banc One Capital Markets, Inc. ("BOCM") nor any of its affiliates makes any representation as to the accuracy or completeness of the Information herein. The Information contained herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission. BOCM is a subsidiary of Bank One Corporation. While certain of BOCM's affiliates are banks, BOCM is not a bank but a registered broker/dealer. Any obligations of BOCM are the sole responsibility of BOCM and do not create any obligations on the part of any affiliate of BOCM. Securities sold or offered by BOCM, as such, are not deposits, are not insured by the Federal Deposit Insurance Corporation and may lose value. The Information addresses only certain aspects of the applicable security's characteristics and thus does not provide a complete assessment. As such, the Information may not reflect the impact of all structural characteristics of the security. The assumptions underlying the Information, including structure and collateral, may be modified from time to time to reflect changed circumstances. In addition, certain of the Information is based on information available on the date hereof and neither BOCM nor any of its affiliates assume any duty to update or revise such Information. Although a registration statement (including the prospectus) relating to the securities discussed in this communication has been filed with the Securities and Exchange Commission and is effective, the final prospectus supplement relating to the securities discussed in this communication has not been filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer or sale of the securities discussed in this communication in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Prospective purchasers are referred to the final prospectus and prospectus supplement relating to the securities discussed in this communication for definitive Information on any matter discussed in this communication. Any investment decision should be based only on the data in the prospectus and the prospectus supplement ("Offering Documents") and the then current version of the Information. Offering Documents contain data that is current as of their publication dates and after publication may no longer be complete or current. A final prospectus and prospectus supplement may be obtained by contacting the BOCM Trading Desk at 312-732-7885. BANC ONE CAPITAL MARKETS, INC. The information contained in the attached materials is referred to as the "Information". The attached Term Sheet has been prepared by DaimlerChrysler Services North America LLC. Neither Credit Suisse First Boston Corporation ("CSFB") nor any of its affiliates makes any representation as to the accuracy or completeness of the Information herein. The Information contained herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission. The Information contained herein will be superseded by the description of the collateral pool contained in the prospectus supplement relating to the securities. The Information addresses only certain aspects of the applicable security's characteristics and thus does not provide a complete assessment. As such, the Information may not reflect the impact of all structural characteristics of the security. The assumptions underlying the Information, including structure and collateral, may be modified from time to time to reflect changed circumstances. Although a registration statement (including the prospectus) relating to the securities discussed in this communication has been filed with the Securities and Exchange Commission and is effective, the final prospectus supplement relating to the securities discussed in this communication has not been filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer or sale of the securities discussed in this communication in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Prospective purchasers are referred to the final prospectus and prospectus supplement relating to the securities discussed in this communication for definitive Information on any matter discussed in this communication. Any investment decision should be based only on the data in the prospectus and the prospectus supplement ("Offering Documents") and the then current version of the Information. Offering Documents contain data that is current as of their publication dates and after publication may no longer be complete or current. A final prospectus and prospectus supplement may be obtained by contacting the CSFB Trading Desk at 212-325-2747. CREDIT SUISSE FIRST BOSTON The information contained in the attached materials is referred to as the "Information". The attached Term Sheet has been prepared by DaimlerChrysler Services North America LLC. Neither Deutsche Bank Securities Inc. ("Deutsche Bank") nor any of its affiliates makes any representation as to the accuracy or completeness of the Information herein. The Information contained herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission. The Information contained herein will be superseded by the description of the collateral pool contained in the prospectus supplement relating to the securities. The Information addresses only certain aspects of the applicable security's characteristics and thus does not provide a complete assessment. As such, the Information may not reflect the impact of all structural characteristics of the security. The assumptions underlying the Information, including structure and collateral, may be modified from time to time to reflect changed circumstances. Although a registration statement (including the prospectus) relating to the securities discussed in this communication has been filed with the Securities and Exchange Commission and is effective, the final prospectus supplement relating to the securities discussed in this communication has not been filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer or sale of the securities discussed in this communication in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Prospective purchasers are referred to the final prospectus and prospectus supplement relating to the securities discussed in this communication for definitive Information on any matter discussed in this communication. Any investment decision should be based only on the data in the prospectus and the prospectus supplement ("Offering Documents") and the then current version of the Information. Offering Documents contain data that is current as of their publication dates and after publication may no longer be complete or current. A final prospectus and prospectus supplement may be obtained by contacting the Deutsche Bank Trading Desk at 212-469-7730. DEUTSCHE BANK SECURITIES The information contained in the attached materials is referred to as the "Information". The attached Term Sheet has been prepared by DaimlerChrysler Services North America LLC. Neither J.P. Morgan Securities Inc. nor any of its affiliates makes any representation as to the accuracy or completeness of the Information herein. The Information contained herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission. The Information contained herein will be superseded by the description of the collateral pool contained in the prospectus supplement relating to the securities. The Information addresses only certain aspects of the applicable security's characteristics and thus does not provide a complete assessment. As such, the Information may not reflect the impact of all structural characteristics of the security. The assumptions underlying the Information, including structure and collateral, may be modified from time to time to reflect changed circumstances. Although a registration statement (including the prospectus) relating to the securities discussed in this communication has been filed with the Securities and Exchange Commission and is effective, the final prospectus supplement relating to the securities discussed in this communication has not been filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer or sale of the securities discussed in this communication in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Prospective purchasers are referred to the final prospectus and prospectus supplement relating to the securities discussed in this communication for definitive Information on any matter discussed in this communication. Any investment decision should be based only on the data in the prospectus and the prospectus supplement ("Offering Documents") and the then current version of the Information. Offering Documents contain data that is current as of their publication dates and after publication may no longer be complete or current. A final prospectus and prospectus supplement may be obtained by contacting the J.P. Morgan Securities Inc. Trading Desk at 212-834-3720. JPMORGAN The information contained in the attached materials is referred to as the "Information". The attached Term Sheet has been prepared by DaimlerChrysler Services North America LLC. Neither Morgan Stanley & Co. Incorporated ("Morgan Stanley") nor any of its affiliates makes any representation as to the accuracy or completeness of the Information herein. The Information contained herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission. The Information contained herein will be superseded by the description of the collateral pool contained in the prospectus supplement relating to the securities. The Information addresses only certain aspects of the applicable security's characteristics and thus does not provide a complete assessment. As such, the Information may not reflect the impact of all structural characteristics of the security. The assumptions underlying the Information, including structure and collateral, may be modified from time to time to reflect changed circumstances. Although a registration statement (including the prospectus) relating to the securities discussed in this communication has been filed with the Securities and Exchange Commission and is effective, the final prospectus supplement relating to the securities discussed in this communication has not been filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer or sale of the securities discussed in this communication in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Prospective purchasers are referred to the final prospectus and prospectus supplement relating to the securities discussed in this communication for definitive Information on any matter discussed in this communication. Any investment decision should be based only on the data in the prospectus and the prospectus supplement ("Offering Documents") and the then current version of the Information. Offering Documents contain data that is current as of their publication dates and after publication may no longer be complete or current. A final prospectus and prospectus supplement may be obtained by contacting the Morgan Stanley Syndicate Desk at (212) 761-2270. MORGAN STANLEY DAIMLERCHRYSLER AUTO TRUST 2002-B DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC, Seller and Servicer Subject to Revision Term Sheet dated July 12, 2002 The trust will issue $1,919,063,000 of securities backed by automobile and light duty truck receivables purchased directly from DaimlerChrysler Services North America LLC.
Total Securities Issued ------------------------- ------------------------- -------------------------- ------------------------- Security Principal Amount Fixed Per Annum Interest Legal Final Rate ------------------------- ------------------------- -------------------------- ------------------------- A-1 Notes(1) $356,694,000 % June 2003 ......................... ......................... .......................... ......................... A-2 Notes $675,000,000 % April 2005 ......................... ......................... .......................... ......................... A-3 Notes $430,000,000 % June 2006 ......................... ......................... .......................... ......................... A-4 Notes $395,000,000 % December 2007 ......................... ......................... .......................... ......................... Certificates(1) $ 62,369,000 0% n/a ......................... ......................... .......................... .........................
(1) Not being offered publicly or in this document. The certificates are subordinated, bear no interest, and have no maturity date.
Initial Credit Enhancement for the Notes(1) -------------------------- ------------------ ----------------- ----------------------------- Overcollateralization(2) Certificates(3) Reserve Fund Total (Subordinated) -------------------------- ------------------ ----------------- ----------------------------- Amount $67,168,051.95 $62,369,000.00 $4,797,657.50 $134,334,709.45 .............................. .......................... .................. ................. ............................. Percentage of Total Securities 3.50% 3.25% 0.25% 7.0% .............................. .......................... .................. ................. .............................
(1) The expected excess cash flows generated from the difference between the interest collections on all the receivables (including principal collections allocable to the yield supplement overcollateralization amount) and the sum of the servicing fee, the interest payments on the outstanding securities and required reserve fund deposits could also provide credit enhancement. (2) The overcollateralization amount does not include the yield supplement overcollateralization amount which is initially $13,782,638.00. (3) The certificates do not bear interest.
TABLE OF CONTENTS ------------------------------------------- ------------------------------------------------- Section Page Section Page ------------------------------------------- ------------------------------------------------- - Interest Payments 11 o TRANSACTION ILLUSTRATION 3 ------------------------------------------------- - --------------------------------------------- - Principal Payments 12 o PARTIES TO THE TRANSACTION 4 ------------------------------------------------- - --------------------------------------------- - Optional Redemption 13 o SECURITIES ISSUED 5 ------------------------------------------------- - --------------------------------------------- o FLOW OF FUNDS 13 o RECEIVABLES POOL 5 ------------------------------------------------- - --------------------------------------------- - Sources of Funds Available for - Composition of the Distribution 13 Receivables Pool 6 ------------------------------------------------- - --------------------------------------------- - Application of Available - New/Used Distribution 6 Funds 14 - --------------------------------------------- ------------------------------------------------- - Distribution by APR 7 o CREDIT ENHANCEMENT 15 - --------------------------------------------- ------------------------------------------------- - Geographic Distribution 8 - Overcollateralization 15 - --------------------------------------------- ------------------------------------------------- - Selection Criteria 9 - Excess Interest Collections 16 - --------------------------------------------- ------------------------------------------------- o NET CREDIT LOSS AND DELINQUENCY - Reserve Fund 16 EXPERIENCE 9 ------------------------------------------------- - --------------------------------------------- - Subordinated Certificates 16 - DCS Net Credit Loss and ------------------------------------------------- Repossession Experience 10 o YIELD SUPPLEMENT - --------------------------------------------- OVERCOLLATERALIZATION - DCS Delinquency Experience 11 AMOUNT 17 - --------------------------------------------- ------------------------------------------------- o PAYMENTS ON THE SECURITIES 11 o SERVICING 18 - -------------------------------------------- ------------------------------------------------- - Payment Dates 11 - Compensation 18 - -------------------------------------------- -------------------------------------------------
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TRANSACTION ILLUSTRATION on or about July 23, 2002 (approximate $ thousands) --------------------------------------------- | DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC | | [Seller and Servicer] | | | --------------------------------------------- | | \ - ------------------------------------------- | \ | DAIMLER CHRYSLER RETAIL RECEIVABLES LLC | | \ | [Special Purpose Entity] | | \ $4,798 - ------------------------------------------- | \ reserve / \ | \ fund | | \ | | $2,000,014 \ | ---------------- --------------------- | receivanbles \ | / \ / \ | \ | / \ / Yield Suplement \ | \ | / Overcollaterization \ / Overcollaterizaiton \ | \ | \ $67,168 / \ Amount(2) / | \ | \ / \ $13,783 / | \ | \ / \ / | \ | ------------------ -------------------- | \ | / \ | \ | | | \ / | | | ---------------- ------------------- | \ / | BANK ONE | | | --------------------------------------- | NATIONAL | | Certificates(1) | /_________| DAIMLERCHRYSLER AUTO TRUST 2002-B |_____________| ASSOCIATION | | $62,369 | \ | [Issuer] |\ | [Indenture | | | --------------------------------------- \ | Trustee] | -------------------- / | \ ---------------- / | \ / | \ / | \ / | \ / | \ / --------------------------- \ / ------------- | CHASE MANHATTAN | ----------------- | A-2 Notes | | BANK USA, NATIONAL | | A-1 Notes(1) | | $675,000 | | ASSOCIATION | | $356,694 | | | | [Owner Trustee] | | | | A-3 Notes | | | ---------------- | $430,000 | --------------------------- | | | A-4 Notes | | $395,000 | ------------- - -------------------------------------------------------------------------------------------------------------- (1) Not being offered publicly or in this document. The certificates are subordinated. (2) As set forth on page 17 of this document.
3 PARTIES TO THE TRANSACTION - --------------------------------- -------------------------------------------- Entity Description - --------------------------------- -------------------------------------------- DaimlerChrysler Auto o Issuer of the securities Trust 2002-B o A Delaware business trust o Principal office is in Wilmington, Delaware - --------------------------------- -------------------------------------------- DaimlerChrysler Services North o Seller of the receivables to the trust America LLC ("DCS") o Servicer of the receivables o An indirect wholly-owned subsidiary of DaimlerChrysler AG o A Michigan limited liability company o Originator of DCS receivables - --------------------------------- -------------------------------------------- Bank One National o Indenture trustee Association (1) o Performs duties for the benefit of the noteholders - --------------------------------- -------------------------------------------- Chase Manhattan o Owner trustee Bank USA, National o Performs duties on behalf of the trust Association (1) and certificateholders - --------------------------------- -------------------------------------------- DaimlerChrysler Retail o A special-purpose financing entity Receivables LLC o A Michigan limited liability company, formerly named Premier Receivables L.L.C. o An indirect wholly-owned subsidiary of DCS o Initial holder of the subordinated certificates o Initial owner of rights to overcollateralization distributions and residual cash flows - --------------------------------- -------------------------------------------- (1) The seller and its affiliates may maintain normal commercial banking relations with the indenture trustee, the owner trustee and their affiliates. 4 SECURITIES ISSUED The trust will issue $1,919,063,000 of securities, comprised of both notes and certificates. Total Securities Issued - ------------------ -------------------- ------------------- ------------------ Security Principal Amount Fixed Per Annum Legal Final Interest Rate - ------------------ -------------------- ------------------- ------------------ A-1 Notes(1) $356,694,000 % June 2003 - ------------------ -------------------- ------------------- ------------------ A-2 Notes $675,000,000 % April 2005 - ------------------ -------------------- ------------------- ------------------ A-3 Notes $430,000,000 % June 2006 - ------------------ -------------------- ------------------- ------------------ A-4 Notes $395,000,000 % December 2007 - ------------------ -------------------- ------------------- ------------------ Certificates(1) $ 62,369,000 0% n/a - ------------------ -------------------- ------------------- ------------------ (1) Not being offered publicly or in this document. The certificates are subordinated, bear no interest, and have no maturity date. Other points to consider include: o the outstanding principal of each class of notes is due by its maturity date (each a "Legal Final"), o the offered securities will be issued on or about July 23, 2002 in book-entry form through the facilities of the Depository Trust Company, Clearstream and the Euroclear System, and o by July 23, 2002, three nationally recognized rating agencies will rate the offered securities in the highest investment rating category. RECEIVABLES POOL On July 23, 2002, the trust will use the proceeds from the issuance of the securities to purchase a pool of automobile and light duty truck receivables from the seller. Collections on this pool of receivables will be the trust's principal source of funds for making payments on the securities. The following information about the receivables is as of July 5, 2002 (the "Cut-off Date"). 5 The receivables pool had the following characteristics: Composition of the Receivables Pool As of July 5, 2002 Aggregate Principal Balance $2,000,013,689.95 --------------------------------------------- -------------------- Number of Receivables 108,642 --------------------------------------------- -------------------- Average Principal Balance $18,409.21 --------------------------------------------- -------------------- Weighted Average APR 7.09% --------------------------------------------- -------------------- Weighted Average Original Term 59.20 months --------------------------------------------- -------------------- Weighted Average Remaining Term 54.17 months --------------------------------------------- -------------------- The receivables pool had the following new vehicle/used vehicle distribution:
New/Used Distribution of the Receivables Pool As of July 5, 2002 --------------------- -------------------- New Used --------------------- -------------------- Aggregate Principal Balance $1,677,882,850.84 $322,130,839.11 - --------------------------------------------- --------------------- -------------------- Percentage of Aggregate Principal Balance 83.89% 16.11% - --------------------------------------------- --------------------- -------------------- Number of Receivables 85,216 23,426 - --------------------------------------------- --------------------- -------------------- Percentage of Receivables 78.44% 21.56% - --------------------------------------------- --------------------- --------------------
6 The receivables pool had the following distribution by APR:
Distribution by APR of the Receivables Pool As of July 5, 2002 ---------------------- ------------------- -------------------------- ----------------------------- APR Range Number of Aggregate Percent of Aggregate Receivables Principal Balance Principal Balance(1) ---------------------- ------------------- -------------------------- ----------------------------- 0.00% to 5.00% 28,743 $559,882,930.88 28.0% ---------------------- ------------------- -------------------------- ----------------------------- 5.01% to 6.00% 9,134 $171,756,907.31 8.6% ---------------------- ------------------- -------------------------- ----------------------------- 6.01% to 7.00% 15,463 $284,150,891.61 14.2% ---------------------- ------------------- -------------------------- ----------------------------- 7.01% to 8.00% 12,580 $232,315,001.94 11.6% ---------------------- ------------------- -------------------------- ----------------------------- 8.01% to 9.00% 10,496 $196,092,717.90 9.8% ---------------------- ------------------- -------------------------- ----------------------------- 9.01% to 10.00% 9,532 $172,155,653.46 8.6% ---------------------- ------------------- -------------------------- ----------------------------- 10.01% to 11.00% 6,500 $119,499,210.59 6.0% ---------------------- ------------------- -------------------------- ----------------------------- 11.01% to 12.00% 4,964 $89,177,240.68 4.5% ---------------------- ------------------- -------------------------- ----------------------------- 12.01% to 13.00% 3,618 $60,174,389.07 3.0% ---------------------- ------------------- -------------------------- ----------------------------- 13.01% to 14.00% 1,883 $29,321,677.02 1.5% ---------------------- ------------------- -------------------------- ----------------------------- 14.01% to 15.00% 1,521 $23,661,678.75 1.2% ---------------------- ------------------- -------------------------- ----------------------------- 15.01% to 16.00% 968 $15,081,363.72 0.7% ---------------------- ------------------- -------------------------- ----------------------------- 16.01% to 17.00% 872 $13,856,226.27 0.7% ---------------------- ------------------- -------------------------- ----------------------------- 17.01% to 18.00% 936 $14,398,798.16 0.7% ---------------------- ------------------- -------------------------- ----------------------------- 18.01% to 19.00% 346 $4,959,044.76 0.2% ---------------------- ------------------- -------------------------- ----------------------------- 19.01% to 20.00% 1,079 $13,453,091.72 0.7% ---------------------- ------------------- -------------------------- ----------------------------- Greater than 20.00% 7 $76,866.11 0.0% ---------------------- ------------------- -------------------------- ----------------------------- Totals 108,642 $2,000,013,689.95 100.0% ---------------------- ------------------- -------------------------- ----------------------------- (1) Percentages may not add to 100.0% because of rounding.
7 The following table lists the ten states with the largest percentage concentration of the aggregate principal balance of the receivables pool based on the physical address of the dealer originating the receivable. No other state accounts for more than 3.0% of the aggregate principal balance of the receivables pool as of July 5, 2002. Geographic Distribution of the Receivables Pool As of July 5, 2002 ----------------------------- -------------------------------------------- State Percentage of Aggregate Principal Balance (1) ----------------------------- --------------------------------------------- Texas 8.7% ----------------------------- --------------------------------------------- California 7.4% ----------------------------- --------------------------------------------- Illinois 5.9% ----------------------------- --------------------------------------------- Maryland 5.7% ----------------------------- --------------------------------------------- Florida 5.5% ----------------------------- --------------------------------------------- Pennsylvania 5.4% ----------------------------- --------------------------------------------- New York 4.4% ----------------------------- --------------------------------------------- Michigan 3.9% ----------------------------- --------------------------------------------- New Jersey 3.5% ----------------------------- --------------------------------------------- Virginia 3.5% ----------------------------- --------------------------------------------- All Other 46.1% ----------------------------- --------------------------------------------- Total 100.0% ----------------------------- --------------------------------------------- (1) Percentages may not add to 100.0% because of rounding. 8 Selection Criteria We used the following criteria to select the receivables pool: o Each receivable was originally purchased by the seller from dealers in the ordinary course of its business. o Interest on each receivable is computed using the simple interest method. o As of July 5, 2002: - no receivable was more than 30 days past due (an account is not considered past due if the amount past due is less than 10.0% of the scheduled monthly payment); - no receivable was the subject of a bankruptcy proceeding; - each receivable had a remaining principal balance of at least $1,000.00; and - each receivable had a scheduled maturity on or before June 30, 2008. The seller believes its selection procedures are not adverse to securityholders. NET CREDIT LOSS AND DELINQUENCY EXPERIENCE Net credit loss experience is dependent upon general economic conditions, the number of repossessions, the amount of principal and accrued interest outstanding on the receivable at the time of repossession, and the resale values of the repossessed vehicles. The following tables detail the net credit loss, repossession and delinquency experience of DCS's United States portfolio of new and used automobile and light duty truck retail receivables. The information includes: o an immaterial amount of retail receivables secured by vehicles other than automobiles and light duty trucks, and o previously sold contracts which DCS continues to service. Unless otherwise indicated, all amounts and percentages are based on estimated gross collections, including principal and interest. We cannot assure you that the delinquency, repossession and net credit loss experience on the receivables sold to the trust will be comparable to the following historical experience. 9
DCS Net Credit Loss and Repossession Experience - ---------------------------------------------------------------------------------------------------------------------------------- Three Months Ended March Year Ended December 31, 31, - ---------------------------------------------------------------------------------------------------------------------------------- 2002 (3) 2001 2001 2000 1999 1998 1997 - ---------------------------------------------------------------------------------------------------------------------------------- Average Portfolio Outstanding During $38,667 $34,341 $36,609 $30,590 $26,191 $23,581 $21,485 the Period ($ Millions) - ---------------------------------------------------------------------------------------------------------------------------------- Average Number of Contracts 2,365,387 2,162,985 2,254,297 2,004,982 1,835,534 1,747,846 1,688,525 Outstanding During the Period - ---------------------------------------------------------------------------------------------------------------------------------- Repossessions as a Percentage of 2.00% 1.85% 1.84% 1.82% 2.16% 2.77% 3.40% Average Number of Contracts Outstanding (3) - ---------------------------------------------------------------------------------------------------------------------------------- Net Credit Losses as a Percentage of 1.79% 1.89% 1.83% 1.77% 1.91% 2.77% 3.36% Liquidations (1) (2) - ---------------------------------------------------------------------------------------------------------------------------------- Net Credit Losses as a Percentage of Average Portfolio Outstanding (1) (3) 0.97% 0.81% 0.81% 0.78% 0.98% 1.39% 1.80% - ----------------------------------------------------------------------------------------------------------------------------------
(1) Net credit losses are equal to the aggregate of the balances of all receivables which are determined to be uncollectible in the period, less any amounts realized from the sale of repossessed vehicles and any recoveries on receivables charged off in the current or prior periods, net of any disposition expenses and any dealer commissions which DCS failed to recover on receivables that were prepaid or charged off. (2) Liquidations represent monthly cash payments and charge-offs which reduce the outstanding balance of a receivable. (3) Percentages have been annualized for the three months ended March 31, 2001 and 2002, and are not necessarily indicative of the experience for the entire year.
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DCS Delinquency Experience ----------------------- ------------------------------------------------------------ At March 31, At December 31, 2002 2001 2001 2000 1999 1998 1997 ----------------------- ------------------------------------------------------------ Portfolio ($ Millions) $38,175 $35,155 $39,068 $33,776 $27,255 $24,854 $21,879 ---------------------------------------------------- ------------------------------------------------------------ Delinquencies as a Percentage of the Portfolio ---------------------------------------------------- ------------------------------------------------------------ 31 - 60 Days 1.19% 0.95% 2.04% 1.53% 1.78% 2.27% 3.24% ---------------------------------------------------- ------------------------------------------------------------ 61 Days or More 0.22% 0.11% 0.31% 0.17% 0.17% 0.20% 0.46% ---------------------------------------------------- ------------------------------------------------------------ Total 1.41% 1.06% 2.35% 1.70% 1.95% 2.47% 3.70% ---------------------------------------------------- ------------------------------------------------------------
PAYMENTS ON THE SECURITIES Payment Dates o Interest and principal will be payable on the sixth of each month. If the sixth is not a business day, then interest and principal will be payable on the next business day. o The first payment will be on August 6, 2002. o Payments will be payable to securityholders of record on the business day before the payment date. Interest Payments o The first interest payment will be calculated on the original principal amount of each class of notes at the applicable per annum interest rate. o Subsequent interest payments will be calculated on the outstanding principal balance of each note class as of the prior payment date (after giving effect to any payment of principal on that date) at the applicable per annum interest rate. o To calculate interest due on the A-1 notes on a payment date, the per annum interest rates will be converted from an annual rate as follows: 11 ------------------------- ----------------------------- ---------------- Days in Initial Days in Subsequent Day Count Interest Accrual Period Interest Accrual Periods Convention ------------------------- ----------------------------- ---------------- From To (including) (excluding) ------------------------- -------------- -------------- ---------------- 14 days Prior Current payment payment actual/360 date date ------------------------- -------------- -------------- ---------------- o To calculate the interest due on the A-2, A-3 and A-4 notes on a payment date, the per annum interest rates will be converted from an annual rate as follows: ------------------------- -------------------------- ---------------------- Days in Initial For Subsequent Interest Day Count Convention Interest Accrual Period Accrual Periods ------------------------- -------------------------- ---------------------- 13 days 1/12th of per annum 30/360 interest rate ------------------------- -------------------------- ---------------------- o Interest payments on all classes of notes will have the same priority. If the available amount for interest payments, including the balance in the reserve fund, is less than the amount due, each class of notes will receive their pro rata share. Refer to the "Flow of Funds" section for information on how the amount available for interest payments is determined. Also refer to the "Credit Enhancement - Reserve Fund" section for information on how the reserve fund may be used to make interest payments. Principal Payments o The amount of principal payments on the securities on each payment date will generally equal the amount of principal that was collected on the receivables during the prior calendar month plus Excess Interest Collections minus the overcollateralization distribution amount. o Principal of each class of notes will generally be repaid over a span of several consecutive months. o The trust will pay principal sequentially to the earliest maturing class of notes then outstanding until such class is paid in full. o The certificates will not receive any principal payments until all notes are paid in full. o The trust is required to pay the outstanding principal of each class of notes by the applicable Legal Final. o The final principal payment on any class of notes could occur significantly earlier than its Legal Final. o The rate of principal payment on the notes will increase to the extent Excess Interest Collections are applied to pay note principal. 12 Refer to the "Flow of Funds" section for information on how the amount available for principal payments is determined. Refer to the "Credit Enhancement" section for information on Excess Interest Collections. Optional Redemption The servicer will have the option to purchase all of the remaining receivables from the trust when their aggregate principal balance declines to an amount that is less than or equal to 10% of the initial aggregate principal balance of the receivables, or $200,001,369.00 or less. If the servicer decides to exercise this option, then the outstanding principal amounts of the A-4 notes and the certificates, together with any accrued and unpaid interest, will be repaid in a lump sum payment. The lump sum payment under this optional redemption will shorten the maturity of the A-4 notes and certificates. FLOW OF FUNDS Sources of Funds Available for Distribution Funds from the following sources may be available to make payments on the securities on each payment date: o collections received on the receivables during the prior calendar month, o net recoveries received during the prior calendar month on receivables that were charged off as losses in prior months, o investment earnings on the reserve fund received during the prior calendar month, o administrative and/or warranty repurchases, and o the reserve fund. 13 Application of Available Funds On each monthly payment date the total funds available (except for the reserve fund) will be distributed in the following order of priority: Monthly Flow of Funds ---------------------------------------------------- | pay servicing fee | ---------------------------------------------------- | | \ / ---------------------------------------------------- | pay accrued interest on the notes | ---------------------------------------------------- | | \ / ---------------------------------------------------- | replenish reserve fund, | | if necessary, up to the initial amount | ---------------------------------------------------- | | \ / ---------------------------------------------------- | pay up to the outstanding principal | | amount of the A-1 notes | ---------------------------------------------------- | | \ / ---------------------------------------------------- | pay the overcollateralization | | distribution amount, if any, to | | DaimlerChrysler Retail Receivables LLC | ---------------------------------------------------- | | \ / ---------------------------------------------------- | pay up to the outstanding principal | | amount of the A-2 notes | ---------------------------------------------------- | | \ / ---------------------------------------------------- | pay up to the outstanding principal | | amount of the A-3 notes | ---------------------------------------------------- | | \ / ---------------------------------------------------- | pay up to the outstanding principal | | amount of the A-4 notes | ---------------------------------------------------- | | \ / ---------------------------------------------------- | pay up to the outstanding principal | | amount of the certificates | ---------------------------------------------------- | | \ / ---------------------------------------------------- | distribute remaining balance, if any, to | | DaimlerChrysler Retail Receivables LLC | ---------------------------------------------------- 14 CREDIT ENHANCEMENT The following forms of credit enhancement are intended to enhance the likelihood of full payment of principal and interest due to the noteholders and to decrease the likelihood that the noteholders will experience losses of principal or interest on their notes. Overcollateralization Overcollateralization is represented by the amount by which (i) the principal balance of receivables minus the yield supplement overcollateralization amount exceeds (ii) the principal balance of the securities. The initial overcollateralization amount of $67,168,051.95 is equal to the initial receivables balance of $2,000,013,689.95 minus the initial yield supplement overcollateralization amount of $13,782,638.00 minus the initial principal amount of the securities of $1,919,063,000.00. This excess collateral is intended to protect noteholders from losses on the receivables. The Trust will attempt to maintain an overcollateralization amount (i.e., the amount by which (i) the principal balance of the receivables minus the yield supplement overcollateralization amount exceeds (ii) the principal balance of the securities) at least equal to 4.0% of the amount equal to (x) the principal balance of the receivables as of the prior calendar month end minus (y) the yield supplement overcollateralization amount for that payment date. Once the Class A-1 Notes are paid in full, total funds available (except funds in the reserve fund) after paying the servicing fee, accrued and unpaid interest on the notes and any reserve fund deposit will be applied (i) to the payment of principal of the securities and (ii) to pay the overcollateralization distribution amount to DaimlerChrysler Retail Receivables LLC. As illustrated in the "Application of Available Funds" section, the trust may begin making payments of the overcollateralization distribution amount to DaimlerChrysler Retail Receivables LLC on the same payment date on which the A-1 notes are paid in full. No overcollateralization distribution will be made in any month in which the balance of the reserve fund is below $4,797,657.50. The overcollateralization distribution amount to be distributed on each payment date will be the greater of: (i) $0.00 Or (ii) the lesser of (a) D - [S - (P x 96.00%)] or (b) D minus the A-1 notes balance immediately prior to the current payment date Where:
/ \ Total funds available | accrued | D = for distribution minus | servicing + interest on + reserve | (except | fee the notes fund deposit | for the reserve fund) \ /
S = The outstanding principal amount of the securities as of the prior payment date, after giving effect to payments made on that date. P = The outstanding principal balance of the receivables as of the prior calendar month end minus the YSOA for that payment date. YSOA = For each payment date, the amount set forth in the table under "Yield Supplement Overcollateralization Amount". 15 Excess Interest Collections "Excess Interest Collections" are generally equal to (A) the sum of (i) interest collections received on the receivables during the prior calendar month, (ii) principal collections attributable to the reduction in the yield supplement overcollateralization amount from the prior payment date and (iii) investment earnings on the reserve fund received during the prior calendar month minus (B) the sum of (i) the servicing fee for the prior calendar month, (ii) accrued interest on the notes, and (iii) the amount, if any, required to replenish the reserve fund to $4,797,657.50. Excess Interest Collections provide an additional form of credit enhancement since they will be applied to the payment of principal of the securities to the extent described above under the "Flow of Funds - Application of Available Funds" section. If credit losses on receivables and delinquent receivables decrease the amount of interest collections received on the receivables in a month, Excess Interest Collections will be reduced or eliminated for such month. Reserve Fund o On July 23, 2002, the seller will provide funds from the proceeds of its sale of receivables to establish a $4,797,657.50 reserve fund. o The indenture trustee will hold the reserve fund for the benefit of the noteholders. o The reserve fund will be invested in high quality, short term investments which mature on or prior to each monthly payment date. o If the total funds available for distribution minus the servicing fee is less than accrued interest on the notes, the reserve fund will be available to make interest payments. o If a class of notes has not been paid in full on its Legal Final, the reserve fund will be applied to the payment of principal for that class of notes. o If the aggregate outstanding principal amount of the notes exceeds the outstanding principal balance of the receivables as of the prior calendar month end, the reserve fund will be applied to the payment of principal of the notes. o As illustrated in the "Flow of Funds" section above, on each payment date the reserve fund will be reinstated up to the initial balance to the extent funds are available. o After full payment of all accrued interest on the notes and the outstanding principal balance of the securities, the reserve fund will be distributed to DaimlerChrysler Retail Receivables LLC. Subordinated Certificates As additional credit enhancement, the certificates do not bear interest and will not receive any principal payments until the notes are paid in full. The payments on the certificates are subordinated to payments on the notes to decrease the likelihood that the trust will default in making payments due on the notes. 16 YIELD SUPPLEMENT OVERCOLLATERALIZATION AMOUNT For a portion of the Receivables, the weighted average APR less the servicing fee rate will be less than the weighted average interest rate of the notes. The yield supplement overcollateralization amount is intended to mitigate such negative differential. "Yield Supplement Overcollateralization Amount" means, with respect to any payment date, the amount specified below with respect to such payment date:
Closing Date................. $13,782,638.00 July 2005........................ $ 239,320.73 August 2002.................. 13,095,731.43 August 2005...................... 210,703.59 September 2002............... 12,300,973.10 September 2005................... 184,309.75 October 2002................. 11,531,231.47 October 2005..................... 160,099.23 November 2002................ 10,786,597.36 November 2005.................... 138,048.70 December 2002................ 10,067,161.88 December 2005.................... 118,126.20 January 2003................. 9,373,016.50 January 2006..................... 100,277.94 February 2003................ 8,704,252.97 February 2006.................... 84,367.95 March 2003................... 8,060,963.38 March 2006....................... 70,160.67 April 2003................... 7,443,240.13 April 2006....................... 57,538.01 May 2003..................... 6,851,175.97 May 2006......................... 46,481.87 June 2003.................... 6,284,863.93 June 2006........................ 36,950.25 July 2003.................... 5,744,397.39 July 2006........................ 28,831.61 August 2003.................. 5,229,870.04 August 2006...................... 21,989.47 September 2003............... 4,741,375.92 September 2006................... 16,319.62 October 2003................. 4,279,009.39 October 2006..................... 11,760.34 November 2003................ 3,842,865.11 November 2006.................... 8,286.54 December 2003................ 3,433,038.10 December 2006.................... 5,862.65 January 2004................. 3,049,623.72 January 2007..................... 4,146.87 February 2004................ 2,692,717.63 February 2007.................... 2,800.62 March 2004................... 2,362,353.34 March 2007....................... 1,741.97 April 2004................... 2,058,563.97 April 2007....................... 952.15 May 2004..................... 1,781,335.69 May 2007......................... 419.23 June 2004.................... 1,530,462.33 June 2007........................ 127.21 July 2004.................... 1,305,782.49 July 2007........................ 15.15 August 2004.................. 1,107,162.47 August 2007...................... 12.84 September 2004............... 934,395.49 September 2007................... 10.72 October 2004................. 787,351.11 October 2007..................... 8.79 November 2004................ 665,958.82 November 2007.................... 7.04 December 2004................ 570,065.83 December 2007.................... 5.49 January 2005................. 495,974.63 January 2008..................... 4.12 February 2005................ 437,306.78 February 2008.................... 2.95 March 2005................... 387,959.34 March 2008....................... 1.97 April 2005................... 344,261.96 April 2008....................... 1.18 May 2005..................... 305,350.34 May 2008......................... 0.59 June 2005.................... $ 270,639.48 June 2008........................ $ 0.20
17 The yield supplement overcollateralization amount has been calculated for each payment date as the sum of the amount for each Receivable equal to the excess, if any, of o the scheduled payment due on such Receivable for each future collection period discounted to present value as of the end of the preceding collection period at the APR of such Receivable, over o the scheduled payments due on the Receivable for each future collection period discounted to present value as of the end of the preceding collection period at 4.0%. For purposes of such calculation, future scheduled payments on the Receivables are assumed to be made on their scheduled due dates without any delays, defaults or prepayments. SERVICING Compensation o The servicer will be compensated on a monthly basis. o The first servicing fee will be calculated on the original principal amount of the receivables at 1/12th of 1% per month. o For the first servicing fee calculation, the per annum servicing fee rate will be converted from an annual rate using the number of days from July 5, 2002 to and including July 31, 2002 on a 30/360 basis, or 25 days. o Subsequent servicing fees will be calculated on the principal balance of the receivables as of the first day of the prior calendar month at 1/12th of 1%. o As illustrated in the "Flow of Funds" section above, the servicing fee will be paid out of the total funds available for distribution each month. 18 -----END PRIVACY-ENHANCED MESSAGE-----