-----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, V4Zn4hX5tV7zG9UcdvR9TQkP/O8/wiTe8xihaSBD5t7DZEQzc8F3LHi6p4Z19kW3 izHlXX0s6SkS+/Fi04wdBQ== 0000950124-03-000999.txt : 20030331 0000950124-03-000999.hdr.sgml : 20030331 20030331104134 ACCESSION NUMBER: 0000950124-03-000999 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAIMLERCHRYSLER AUTO TRUST 2002-C CENTRAL INDEX KEY: 0001166758 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 266013712 STATE OF INCORPORATION: MI FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-75942-04 FILM NUMBER: 03627752 BUSINESS ADDRESS: STREET 1: 27777 INKSTER RD STREET 2: C/O DAIMLERCHRYSLER SERV. N.AMERICA LLC CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: 2485123990 MAIL ADDRESS: STREET 1: C/O DAIMLERCHRYSLER SERV. N.AMERICA LLC STREET 2: 27777 INKSTER RD CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 10-K 1 k74319e10vk.txt ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2002 ------------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to ------------ ------------ Commission file number: 333-75942-03 ------------ DAIMLERCHRYSLER AUTO TRUST 2002-C - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) State of Delaware 26-6013712 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1201 Market Street, Wilmington, Delaware 19801 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (248) 427-2565 ---------------------------- 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 Act). Yes No X --- --- State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. None ---- PART I. ITEM 1. BUSINESS DaimlerChrysler Auto Trust 2002-C (the "Trust") was formed under the laws of Delaware pursuant to an Amended and Restated Trust Agreement dated as of October 1, 2002, among DaimlerChrysler Retail Receivables LLC ("DCRR"), DaimlerChrysler Services North America LLC ("DCS" and "Servicer"), and Chase Manhattan Bank USA, National Association, acting thereunder not in its individual capacity but solely as trustee of the Trust. On October 25, 2002, the Trust issued $380,000,000 aggregate principal amount of 1.79% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $700,000,000 aggregate principal amount of 2.07% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $550,000,000 aggregate principal amount of 2.56% Asset Backed Notes, Class A-3 (the "Class A-3 Notes"), and $372,000,000 aggregate principal amount of 3.09% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The Notes were issued pursuant to an Indenture dated as of October 1, 2002, between the Trust and Citibank, N.A. (the "Indenture Trustee"). The assets of the Trust include a pool of motor vehicle retail installment sale contracts ("Receivables"), secured by security interests in the motor vehicles financed thereby and including certain monies due or received thereunder on or after October 9, 2002, transferred to the Trust by DCS on October 25, 2002. The Notes are secured by the assets of the Trust pursuant to the Indenture. The Trust also issued $67,366,000 aggregate principal amount of Asset Backed Certificates (the "Certificates" and, together with the Notes, the "Securities"). The Certificates represent fractional undivided interests in the Trust. The Class A-1 Notes and Certificates were not offered publicly and certificates will initially be held by the Servicer, which may thereafter sell the Certificates. The Certificates will not bear interest and no principal will be paid until the Notes have been paid in full. The Trust has no employees. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC Internet site is http://www.sec.gov. The Internet address for obtaining free of charge the Trust's annual report on Form 10-K and current reports on Form 8-K and amendments (if any) filed or furnished pursuant to Section 13(a) and 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with the SEC is http://investor.chryslerfinancial.com. 2 PART I. (CONTINUED) ITEM 2. PROPERTIES There is nothing to report with regard to this item. 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. PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS There is nothing to report with regard to this item. ITEM 6. SELECTED FINANCIAL DATA The selected financial data has been omitted since the required information is included in the financial statements or notes thereto. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The Trust was formed under the laws of Delaware pursuant to an Amended and Restated Trust Agreement dated as of October 1, 2002, among DCRR, DCS, and Chase Manhattan Bank USA, National Association, acting thereunder not in its individual capacity but solely as trustee of the Trust. On October 25, 2002, the Trust issued $380,000,000 aggregate principal amount of 1.79% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $700,000,000 aggregate principal amount of 2.07% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $550,000,000 aggregate principal amount of 2.56% Asset Backed Notes, Class A-3 (the "Class A-3 Notes"), and $372,000,000 aggregate principal amount of 3.09% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The Notes were issued pursuant to an Indenture dated as of October 1, 2002, between the Trust and Citibank, N.A, (the "Indenture Trustee"). The assets of the Trust include a pool of motor vehicle retail installment sale contracts ("Receivables"), secured by security interests in the motor vehicles financed thereby and including certain monies due or received thereunder on or after October 9, 2002, transferred to the Trust by DCS on October 25, 2002. The Notes are secured by the assets of the Trust pursuant to the Indenture. The Trust also issued $67,366,000 aggregate principal amount of Asset Backed Certificates (the "Certificates" and, together with the Notes, the "Securities"). The Certificates represent fractional undivided interests in the Trust. The Class A-1 Notes and Certificates were not offered publicly and certificates will initially be held by the Servicer, which may thereafter sell the Certificates. The Certificates will not bear interest and no principal will be paid until the Notes have been paid in full. DCS services the Receivables in the Trust for an annual fee of 1% of the outstanding receivables balance. The Trust has no employees. 3 PART II. (continued) ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There is nothing to report with regard to this item. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA DAIMLERCHRYSLER AUTO TRUST 2002-C STATEMENT OF ASSETS, LIABILITIES AND EQUITY ARISING FROM CASH TRANSACTIONS DECEMBER 31, 2002 (in millions of dollars) ASSETS Cash and Cash Equivalents (Note 1) $ 64.2 Receivables (Note 2) 2,085.6 ---------- TOTAL ASSETS $ 2,149.8 ========== LIABILITIES AND EQUITY Amounts Held for Future Distribution (Note 1) $ 186.7 Asset Backed Securities (Notes 2 and 3) 1,963.1 ---------- TOTAL LIABILITIES AND EQUITY $ 2,149.8 ==========
See Notes to Financial Statements 4 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued) DAIMLERCHRYSLER AUTO TRUST 2002-C STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS FOR THE PERIOD OCTOBER 1, 2002 (INCEPTION) THROUGH DECEMBER 31, 2002 (in millions of dollars) CASH RECEIPTS Proceeds from Sale of Asset Backed Securities $2,069.4 Collections of Principal & Interest, and Other 179.3 -------- TOTAL CASH RECEIPTS 2,248.7 -------- CASH DISBURSEMENTS Purchase of Receivables 2,069.4 Distribution of Principal & Interest, and Other 115.1 -------- TOTAL CASH DISBURSEMENTS 2,184.5 -------- CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS 64.2 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 0.0 -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 64.2 ========
See Notes to Financial Statements 5 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued) DAIMLERCHRYSLER AUTO TRUST 2002-C NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Trust are prepared on the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America. The primary difference from the accrual basis to this basis is that the financial statements do not record accrued interest receivable on the Receivables, or accrued interest payable on the Notes from the most recent Distribution Date to the balance sheet date. CASH AND CASH EQUIVALENTS Short-term instruments with a maturity of less than three months when purchased are considered to be cash equivalents. The Trust received certain cash deposits from DaimlerChrysler Services North America LLC ("DCS and "Servicer"), which are held as liquidity and credit enhancement reserves and invested in short-term instruments. Under the Sale and Servicing Agreement dated as of October 1, 2002,the servicer is required to convey principal and interest collections to the Trust on a monthly basis except when commingling conditions cease to be met under the Sale and Servicing Agreement. AMOUNTS HELD FOR FUTURE DISTRIBUTION Amounts Held for Future Distribution represent certain short-term investments held for future distributions to Noteholders and for liquidity and credit enhancement reserves. Amounts held for liquidity and credit enhancement reserves which are not utilized for future distributions to Noteholders will be distributed to DaimlerChrysler Retail Receivables LLC ("DCRR"). SERVICING DCS services the Receivables in the Trust for an annual fee of 1% of the outstanding receivables balance. NOTE 2 - SALE OF ASSET BACKED SECURITIES The Trust was formed under the laws of Delaware pursuant to an Amended and Restated Trust Agreement dated as of October 1, 2002, among DCRR, DCS, and Chase Manhattan Bank USA, National Association, acting thereunder not in its individual capacity but solely as trustee of the Trust. On October 25, 2002, the Trust issued $380,000,000 aggregate principal amount of 1.79% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $700,000,000 aggregate principal amount of 2.07% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $550,000,000 aggregate principal amount of 2.56% Asset Backed Notes, Class A-3 (the "Class A-3 Notes"), and $372,000,000 aggregate principal amount of 3.09% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The Notes were issued pursuant to an Indenture dated as of October 1, 2002, between the Trust and Citibank, N. A, (the "Indenture Trustee"). The assets of the Trust include a pool of motor vehicle retail installment sale contracts ("Receivables"), secured by security interests in the motor vehicles financed thereby and including certain monies due or received thereunder on or after October 9, 2002, transferred to the Trust by DCS on October 25, 2002. The Notes are secured by the assets of the Trust pursuant to the Indenture. The Trust also issued $67,366,000 aggregate principal amount of Asset Backed Certificates (the "Certificates" and, together with the Notes, the "Securities"). The Certificates represent fractional undivided interests in the Trust. The Class A-1 Notes and Certificates were 6 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued) DAIMLERCHRYSLER AUTO TRUST 2002-C NOTES TO FINANCIAL STATEMENTS NOTE 2 - SALE OF ASSET BACKED SECURITIES (continued) not offered publicly and certificates will initially be held by the Servicer, which may thereafter sell the Certificates. The Certificates will not bear interest and no principal will be paid until the Notes have been paid in full. NOTE 3 - PRINCIPAL AND INTEREST PAYMENTS Interest on the Notes will accrue at the respective fixed per annum interest rates specified above. Interest on the Notes will generally be payable on the 8th day of each month or, if any such day is not a Business Day, on the next succeeding Business Day (each, a "Distribution Date"), commencing December 9, 2002. Principal on the Notes will be payable on each Distribution Date to the extent described in the Prospectus Supplement dated October 15, 2002, and the Prospectus dated October 15, 2002 (collectively, the "Prospectus"); however, no principal payments will be made (i) on the Class A-2 Notes until the Class A-1 Notes have been paid in full, (ii) on the Class A-3 Notes until the Class A-2 Notes have been paid in full, or (iii) on the Class A-4 Notes until the Class A-3 Notes have been paid in full. Each class of Notes will be payable in full on the applicable final scheduled Distribution Date as set forth in the Prospectus. However, payment in full of a class of Notes could occur earlier than such dates as described in the Prospectus. In addition, the Class A-4 Notes will be subject to redemption in whole, but not in part, on any Distribution Date on which the Servicer exercises its option to purchase the Receivables. The Servicer may purchase the Receivables when the aggregate principal balance of the Receivables shall have declined to 10% or less of the initial aggregate principal balance of the Receivables purchased by the Trust. NOTE 4 - FEDERAL INCOME TAXES In the opinion of outside legal counsel, for federal income tax purposes, the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation. Therefore no provision for federal income tax has been recorded. NOTE 5 - FINANCIAL INSTRUMENTS The estimated fair values of financial instruments have been determined using available market information and valuation methodologies as described below. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions or valuation methodologies may have a material effect on the estimated fair value amounts. 7 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued) DAIMLERCHRYSLER AUTO TRUST 2002-C NOTES TO FINANCIAL STATEMENTS NOTE 5 - FINANCIAL INSTRUMENTS (continued) The carrying amounts and estimated fair values of the Trust's financial instruments at December 31, 2002 were as follow (in millions of dollars):
Carrying Fair Amount Value ------ ----- Cash and Cash Equivalents $ 64.2 $ 64.2 Receivables $ 2,085.6 $ 2,028.2 Amounts Held for Future Distribution $ 186.7 $ 196.7 Asset Backed Securities $ 1,963.1 $ 1,970.3
Assumptions and Methodologies The carrying value of cash and cash equivalents approximates fair value due to the short maturity of these instruments. The fair value of receivables was estimated by discounting expected cash flows using rates of loans with similar maturities at December 31, 2002. The fair value of Amounts Held for Future Distribution was estimated at carrying value for certain short-term investments and amounts to be distributed to DCRR were estimated by discounting expected cash flows. The fair value of Asset Backed Securities was estimated using quoted market prices. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There is nothing to report with regard to this item. 8 INDEPENDENT AUDITORS' REPORT The Manager and Member DaimlerChrysler Services North America LLC: We have audited the accompanying statement of assets, liabilities and equity arising from cash transactions of the DaimlerChrysler Auto Trust 2002-C (the "Trust") as of December 31, 2002, and the related statement of cash receipts and disbursements for the period October 1, 2002 (inception) through December 31, 2002. These financial statements are the responsibility of the management of DaimlerChrysler Services North America LLC, servicer of the Trust. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As described in Note 1, these financial statements were prepared on the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets, liabilities and equity arising from cash transactions of the DaimlerChrysler Auto Trust 2002-C as of December 31, 2002, and its cash receipts and disbursements for the period October 1, 2002 (inception) through December 31, 2002 on the basis of accounting described in Note 1. /s/ KPMG LLP Detroit, Michigan March 20, 2003 9 PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT There is nothing to report with regard to this item. ITEM 11. EXECUTIVE COMPENSATION There is nothing to report with regard to this item. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT There is nothing to report with regard to this item. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There is nothing to report with regard to this item. PART IV. ITEM 14. CONTROLS AND PROCEDURES Registration is on Asset Backed Issuer and is not required to disclose the information required by this item. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as a part of this report: (1) Financial Statements Financial statements for DaimlerChrysler Auto Trust 2002-C as follows: Statement of Assets, Liabilities and Equity Arising from Cash Transactions - December 31, 2002 (page 4 of this report) Statement of Cash Receipts and Disbursements for the period October 1, 2002 (inception) through December 31, 2002 (page 5 of this report) Notes to Financial Statements (pages 6, 7, and 8 of this report) Independent Auditors' Report (page 9 of this report) (2) Financial Statement Schedules All financial statement schedules have been omitted because the information to be provided therein is included in the financial statements or the notes thereto. 10 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (continued) (3) EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------ ---------------------- 3 Purchase Agreement, dated as of October 1, 2002, between DaimlerChrysler Retail Receivables LLC and DaimlerChrysler Services North America LLC. Filed as Exhibit 3 to DCS's Current Report on Form 8K dated November 7, 2002 and incorporated herein by reference. 4.1 Amended and Restated Trust Agreement, dated as of October 1, 2002, among DaimlerChrysler Retail Receivables LLC, DaimlerChrysler Services North America LLC and Chase Manhattan Bank USA, National Association, as Owner Trustee. Filed as Exhibit 4.1 to DCS's Current Report on Form 8K dated November 7, 2002 and incorporated herein by reference. 4.2 Indenture, dated as of October 1, 2002, between DaimlerChrysler Auto Trust 2002-C and Citibank, N. A, as Indenture Trustee. Filed as Exhibit 4.2 to DCS's Current Report on Form 8K dated November 7, 2002 and incorporated herein by reference. 4.3 Sale and Servicing Agreement, dated as of October 1, 2002, between DaimlerChrysler Auto Trust 2002-C and DaimlerChrysler Services North America LLC. Filed as Exhibit 4.3 to DCS's Current Report on Form 8K dated November 7, 2002 and incorporated herein by reference. 99.1 Annual Servicer's Certificate for the year ended December 31, 2002, and Independent Accountant's Report. 99.2 Monthly Servicer Report for the Trust for December 2002 setting forth information as of year-end 2002. (b) The following reports on Form 8-K were filed by the Trust during the period for which this report is filed:
Financial Date of Report Date Filed Item Nos. Statements - -------------- ---------- --------- ---------- November 7, 2002 November 7, 2002 5 No December 9, 2002 December 17, 2002 5 No
11 DAIMLERCHRYSLER AUTO TRUST 2002-C 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, thereunto duly authorized. DaimlerChrysler Auto Trust 2002-C (Registrant) By: DaimlerChrysler Services North America LLC, as Servicer By: /s/ D. H. Olsen ------------------------------------------ D. H. Olsen, Vice President and Chief Financial Officer Date: March 26, 2003 CERTIFICATION I, D. H. Olsen, the Vice President and Chief Financial Officer of DaimlerChrysler Services North America LLC, the Servicer of DaimlerChrysler Auto Trust 2002-C, 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 DaimlerChrysler Auto Trust 2002-C; 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 12 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: March 26, 2003 /s/ D. H. Olsen ----------------------------------------- D. H. Olsen Vice President and Chief Financial Officer DaimlerChrysler Services North America LLC, as Servicer of DaimlerChrysler Auto Trust 2002-C 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 or proxy material has been sent to security holders. 13 DAIMLERCHRYSLER AUTO TRUST 2002-C EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------ ---------------------- 3 Purchase Agreement, dated as of October 1, 2002, between DaimlerChrysler Retail Receivables LLC and DaimlerChrysler Services North America LLC. Filed as Exhibit 3 to DCS's Current Report on Form 8K dated November 7, 2002 and incorporated herein by reference. 4.1 Amended and Restated Trust Agreement, dated as of October 1, 2002, among DaimlerChrysler Retail Receivables LLC, DaimlerChrysler Services North America LLC and Chase Manhattan Bank USA, National Association, as Owner Trustee. Filed as Exhibit 4.1 to DCS's Current Report on Form 8K dated November 7, 2002 and incorporated herein by reference. 4.2 Indenture, dated as of October 1, 2002, between DaimlerChrysler Auto Trust 2002-C and Citibank, N. A, as Indenture Trustee. Filed as Exhibit 4.2 to DCS's Current Report on Form 8K dated November 7, 2002 and incorporated herein by reference. 4.3 Sale and Servicing Agreement, dated as of October 1, 2002, between DaimlerChrysler Auto Trust 2002-C and DaimlerChrysler Services North America LLC. Filed as Exhibit 4.3 to DCS's Current Report on Form 8K dated November 7, 2002 and incorporated herein by reference. 99.1 Annual Servicer's Certificate for the year ended December 31, 2002, and Independent Accountant's Report. 99.2 Monthly Servicer Report for the Trust for December 2002 setting forth information as of year-end 2002. 14 EX-99.1 3 k74319exv99w1.txt ANNUAL SERVICER'S CERTIFICATE EXHIBIT 99.1 MANAGEMENT ASSERTION March 26, 2003 As of and for the year ended December 31, 2002, DaimlerChrysler Services North America LLC has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, to the extent that such servicing standards are applicable to the servicing obligations pursuant to the Sale and Servicing Agreements, as applicable, included in Exhibit 1. Due to the nature of the trusts referenced in Exhibit 1, minimum servicing standards I.2, I.4, III.2, III.3, III.4, III.6, V.2, V.3, V.4 and VII.1 are not applicable and, accordingly, DaimlerChrysler Services North America LLC has not made an attempt to comply with those standards. DaimlerChrysler Services North America LLC, as Servicer /s/ Norbert Meder - ----------------------------------------------------- Norbert Meder Vice President and Controller /s/ Jim Clough - ----------------------------------------------------- Jim Clough Senior Manager - Structured Finance and Securitization /s/ John S. Bodner - ----------------------------------------------------- John S. Bodner Assistant Controller - Financial Reporting & Policy ANNUAL SERVICER'S CERTIFICATE FOR YEAR ENDED DECEMBER 31, 2002 __________________________________________ DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC __________________________________________ DAIMLERCHRYSLER AUTO TRUSTS __________________________________________ The undersigned, duly authorized representatives of DaimlerChrysler Services North America LLC ("DCS"), as Servicer, pursuant to the Sale and Servicing Agreements listed in Exhibit 1 (the "Agreements"), by and among DCS, as Seller and Servicer, and the Issuers listed in Exhibit 1, does hereby certify that: 1. DCS is, as of the date hereof, the Servicer under the Agreements. 2. The undersigned are Servicing Officers and are duly authorized pursuant to the Agreements to execute and deliver this Certificate to the Issuer, the Owner Trustee and to the Trustee. 3. A review of the activities of the Servicer during the calendar year ended December 31, 2002 and of their performance under the Agreements was conducted under our supervision. 4. Based on such review, the Servicer has, to the best of our knowledge, performed in all material respects all of its obligations under the Agreements and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below. 5. There were no defaults made by the Servicer in the performance of its obligations under the provisions of the Agreements during the year ended December 31, 2002. Capitalized terms used but not defined herein are used as defined in the applicable Agreement. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 26th day of March 2003. /s/ N. J. Meder /s/ J. S. Bodner - -------------------- ----------------------------- N. J. Meder J. S. Bodner Vice President and Assistant Controller Controller Financial Reporting & Policy
SALE AND SERVICING ISSUER AGREEMENT DATED INDENTURE TRUSTEE OWNER TRUSTEE - ---------------------------- -------------------------- ----------------------------- ----------------------------------------- PREMIER 1999-1 March 1, 1999 Bank One Chase Manhattan Bank Delaware PREMIER 1999-2 May 1, 1999 Bank One Chase Manhattan Bank Delaware PREMIER 1999-3 June 1, 1999 Bank One Chase Manhattan Bank Delaware DCAT 2000-A February 1, 2000 Bank One, N.A. Chase Manhattan Bank Delaware DCAT 2000-B May 1, 2000 Bank One, N.A. Chase Manhattan Bank Delaware DCAT 2000-C September 1, 2000 Bank One, N.A. Chase Manhattan Bank USA, National Association DCAT 2000-D October 1, 2000 Bank One, N.A. Chase Manhattan Bank USA, National Association DCAT 2000-E December 1, 2000 Bank One, N.A. Chase Manhattan Bank USA, National Association DCAT 2001-A March 1, 2001 Bank One, N.A. Chase Manhattan Bank USA, National Association DCAT 2001-B June 1, 2001 Bank One, N.A. Chase Manhattan Bank USA, National Association DCAT 2001-C September 1, 2001 Citibank, N.A. Chase Manhattan Bank USA, National Association DCAT 2001-D November 1, 2001 Citibank, N.A. Chase Manhattan Bank USA, National Association DCAT 2002-A April 1, 2002 Bank One, N.A. Chase Manhattan Bank USA, National Association DCAT 2002-B July 1, 2002 Bank One, N.A. Chase Manhattan Bank USA, National Association DCAT 2002-C October 1, 2002 Citibank, N.A. Chase Manhattan Bank USA, National Association
INDEPENDENT ACCOUNTANTS' REPORT The Manager and Member DaimlerChrysler Services North America LLC: We have examined management's assertion about DaimlerChrysler Services North America LLC's (the "Company") compliance with certain of the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers as of and for the year ended December 31, 2002, pursuant to the Sale and Servicing Agreements listed in Exhibit 1 of the Management Assertion. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted 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 minimum 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 DaimlerChrysler Services North America LLC has complied in all material respects with the aforementioned minimum servicing standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects. /s/ KPMG LLP Detroit, Michigan March 28, 2003 EX-99.2 4 k74319exv99w2.txt CERTIFICATION PURSUANT TO SECTION 906 Exhibit 99.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of DaimlerChrysler Services North America LLC, as Servicer of DaimlerChrysler Auto Trust 2002-C (the "Trust"), does hereby certify, to such officer's knowledge, that: The Trust's Annual Report on Form 10-K for the year ended December 31, 2002 (the "Form 10-K") fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material aspects, the financial condition and results of operations of the Trust. Dated: March 26, 2003 /s/ Juergen H. Walker ------------------------ Juergen H. Walker President and Chief Executive Officer, DaimlerChrysler Services North America LLC, as Servicer of DaimlerChrysler Auto Trust 2002-C Dated: March 26, 2003 /s/ D. H. Olsen --------------- D. H. Olsen Vice President and Chief Financial Officer DaimlerChrysler Services, North America LLC, as Servicer of DaimlerChrysler Auto Trust 2002-C A signed original of the this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) Section 1350, Chapter 63 of Title 18, United States Code) has been provided to DaimlerChrysler Auto Trust 2002-C and will be retained by DaimlerChrysler Auto Trust 2002-C and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----