-----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, RX4Vp8/1iFrRW4J8ai6gcOcnipN09GyQeGNJ5lqU56dIh+I1vKSxfOaTttT05gEB HpVejzUvUPUXnlaG/a4DzQ== 0000834071-02-000040.txt : 20020626 0000834071-02-000040.hdr.sgml : 20020626 20020626114605 ACCESSION NUMBER: 0000834071-02-000040 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOYOTA AUTO FINANCE RECEIVABLES LLC CENTRAL INDEX KEY: 0001131131 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 334836519 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-74872 FILM NUMBER: 02687346 BUSINESS ADDRESS: STREET 1: 19001 S WESTERN AVE CITY: TORRANCE STATE: CA ZIP: 90509 BUSINESS PHONE: 3107871310 MAIL ADDRESS: STREET 1: 19001 S WESTERN AVE CITY: TORRANCE STATE: CA ZIP: 90509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOYOTA MOTOR CREDIT CORP CENTRAL INDEX KEY: 0000834071 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 953775816 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09961 FILM NUMBER: 02687347 BUSINESS ADDRESS: STREET 1: 19300 GRAMERCY PLACE STREET 2: NORTH BUILDING CITY: TORRANCE STATE: CA ZIP: 90509 BUSINESS PHONE: 3107871310 MAIL ADDRESS: STREET 1: 19300 GRAMERCY PLACE STREET 2: NORTH BUILDING CITY: TORRANCE STATE: CA ZIP: 90509 10-K 1 form10k2002a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION PRIVATE Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the period December 1, 2001 (date of formation) to March 31, 2002 ------------------------------------------------------ or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to --------------- ---------------- Commission file numbers: 333-58164, 33358164-01, 333-58164-02, 333-74872 and 333-74872-01 ------------------------------------ TOYOTA AUTO RECEIVABLES 2002-A OWNER TRUST ------------------------------------------ (Exact name of registrant as specified in its charter) California 95-4836519 - ------------------------------------- ------------------ State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) Toyota Auto Finance Receivables LLC 19300 Gramercy Place, North Building Torrance, California 90509 - ------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (310) 468-7333 ------------------ Securities registered pursuant to section 12(b) of the Act: None ------------- Securities registered pursuant to Section 12(g) of the Act: None ------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The registrant is a trust with no voting securities outstanding. Exhibit Index is on Page 7. Page 1 of 7 This Annual Report on Form 10-K is filed by Toyota Auto Finance Receivables LLC ("TAFR") on behalf of the Toyota Auto Receivables 2002-A Owner Trust (the "Trust") pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended. This Annual Report on Form 10-K omits responses or responds in a modified fashion to certain Items required by Form 10-K in accordance with the responses of the Office of Chief Counsel, Division of Corporation Finance of the Securities and Exchange Commission, contained in a letter dated November 5, 1993 and made orally to Toyota Motor Credit Corporation's ("TMCC's") counsel in response to TMCC's requests for exemptive relief from such reporting requirements. PART I ITEM 1. BUSINESS. Omitted. ITEM 2. PROPERTIES. The Trust was created pursuant to a Trust Agreement dated as of December 7, 2001, between TAFR LLC as depositor (the "Depositor") and First Union Trust Company, National Association, as trustee ("First Union"), as amended and restated by an Amended and Restated Trust Agreement dated as of January 1, 2002, between the Depositor and First Union as owner trustee. Pursuant to an Indenture executed in conjunction with the Agreement, the Trust issued asset-backed notes (the "Notes") secured by the assets of the Trust. The Indenture Trustee is Wells Fargo Bank Minnesota, National Association. The Notes consist of four classes of senior notes (the "Class A-1 1.69375% Notes", "Class A-2 Adjustable Rate Notes", "Class A-3 Adjustable Rate Notes" and "Class A-4 4.000 Notes"). Only the Class A-2, Class A-3 and Class A-4 Notes were registered and publicly offered and sold. The Trust also issued a fractional undivided interest in certificated form (the "Subordinated Seller's Interest"). The Subordinated Seller's Interest was retained by the Seller. The Trust entered into a swap agreement with TMCC to hedge floating interest rate exposure to the Trust. The swap agreement enabled the Trust to issue securities that bear interest on a basis different from that of the receivables held by the Trust. The assets of the Trust primarily include a pool of retail installment sales contracts (the "Receivables"), secured by new and used Toyota and Lexus and other vehicles. The Trust's business activities include acquiring and holding the assets of the Trust, issuing the Notes and distributing proceeds to the Note holders. -2- ITEM 2. PROPERTIES. (continued) The following tables set forth information relating to Trust asset delinquency as of March 31, 2002 and net losses for the period from December 1, 2001 through March 31, 2002: March 31, 2002 -------------------------- Aggregate Contracts Balances --------- ----------- Delinquent Contracts: (i) 31-60 Days Delinquent 1,036 $13,446,350 (ii) 61-90 Days Delinquent 125 $1,639,171 (iii) Over 90 Days Delinquent 86 $1,181,955 March 31, 2002 -------------------------- % of % of Aggregate Contracts Balances Outstanding Outstanding ----------- ----------- Delinquency Rates: (i) 31-60 Days Delinquent 1.04% 1.00% (ii) 61-90 Days Delinquent 0.13% 0.12% (iii) Over 90 Days Delinquent 0.09% 0.09% Period Ending March 31, 2002 -------------------------- Contracts Amount --------- ---------- Aggregate Net Losses: 54 $255,358 Reimbursed Credit Losses: $255,358 ITEM 3. LEGAL PROCEEDINGS. There is nothing to report with regard to this item. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There is nothing to report with regard to this item. -3- PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. The holder of record of all offered Notes as of March 31, 2002, was Cede & Co., the nominee of The Depository Trust Company ("DTC") in the United States. Direct participants active in the DTC system include Euroclear Bank S.A./N.V., as operator of the Euroclear System, Clearstream Banking, societe anonyme, and securities brokers and dealers, banks, trust companies and clearing corporations. Sixty-three DTC participants hold the offered Notes as of the date hereof. The Notes are not listed on any securities exchange. The Toyota Auto Receivables 2002-A Owner Trust issued and publicly offered the following three classes of securities covered by Registration Statement Nos. 333-58164, 333-58164-01 and 333-58164-02 (declared effective April 20, 2001), and Nos. 333-74872 and 333-74872-01 (declared effective January 11, 2002): $387,000,000 aggregate principal amount of Adjustable Rate Asset Backed Notes, Class A-2, $429,000,000 aggregate principal amount of Adjustable Rate Asset Backed Notes, Class A-3, $234,932,000 aggregate principal amount of 4.000% Asset Backed Notes, Class A-4 pursuant to the Indenture. The aggregate offering prices of Class A-2, Class A-3, and Class A-4 Notes, expenses incurred and underwriting discounts, fees and commissions paid by the issuer through the date hereof (all of which were paid to unaffiliated third party service providers) are all as disclosed in the related Prospectus and Registration Statement. Subject to the terms and conditions of the Underwriting Agreement relating to the offered Notes, TAFR LLC sold the principal amount of the offered Notes to J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Banc One Capital Markets, Inc., Deutsche Banc Alex. Brown Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Salomon Smith Barney Inc. The offering has terminated and all of the Notes have been sold. The net proceeds received by TAFR LLC from the sale of the Notes was used to purchase the Receivables from TMCC pursuant to the Receivables Purchase Agreement. ITEM 6. SELECTED FINANCIAL DATA. Omitted. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Omitted. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Omitted. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. There is nothing to report with regard to this item. -4- PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Omitted. ITEM 11. EXECUTIVE COMPENSATION. Omitted. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. Omitted. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Omitted. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) Exhibits The exhibits listed on the accompanying Exhibit Index, page 7, are filed as part of this Report. (b) Reports on Form 8-K The following reports on Form 8-K contain monthly Servicer's Certificates prepared by TMCC and were filed during the year ended March 31, 2002: Date of Report - ----------------- January 31, 2002 February 28, 2002 March 29, 2002 The following Form 8-K which was filed during the year ended March 31, 2002 contains the Term Sheet for the Toyota Auto Receivables 2002-A Owner Trust: Date of Report - ----------------- January 15, 2002 The following report on Form 8-K which was filed during the year ended March 31, 2002 contains the basic governing documents: Date of Report: - ------------------ January 29, 2002 -5- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TOYOTA AUTO RECEIVABLES 2002-A OWNER TRUST BY: TOYOTA MOTOR CREDIT CORPORATION, AS SERVICER Date: June 26, 2002 By: /S/ GEORGE E. BORST --------------------------------------- George E. Borst President and Chief Executive Officer (Principal Executive Officer) SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to Note holders during the period covered by this report and the registrant does not intend to furnish such materials to Note holders subsequent to the filing of this report. -6- EXHIBIT INDEX Exhibit Method Number Description of Filing - ------- ----------- --------- 20(a) Report of Independent Accountants on Compliance Filed with Specified Retail Receivable Servicing Standards Herewith and Related Exhibits 20(b) Annual Statement as to Compliance Filed Herewith 20(c) Aggregate Monthly Report Information Filed Herewith -7- EX-20 4 exh20a2002a.txt EXHIBIT 20(a) Report of Independent Accountants on Compliance with Specified Retail Receivable Servicing Standards To the Board of Directors and Shareholder of Toyota Motor Credit Corporation: We have examined management's assertion about Toyota Motor Credit Corporation's (the "Company") compliance with the servicing standards related to retail receivables identified in Exhibit I (collectively, the "specified servicing standards") as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended March 31, 2002 included in the accompanying management assertion. Management is responsible for the Company's compliance with the specified servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the specified servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned specified servicing standards as of and for the year ended March 31, 2002 is fairly stated, in all material respects. /s/ PRICEWATERHOUSECOOPERS LLP Los Angeles, California April 10, 2002 Exhibit I Specified Retail Receivable Servicing Standards I. ADVANCES 1. Funds of the servicing entity shall be advanced in accordance with the servicing agreement. II. RETAIL FINANCE RECEIVABLE PAYMENTS 1. Retail finance receivable payments shall be deposited into the servicer's bank accounts within two business days of receipt. 2. Retail finance receivable payments made in accordance with the borrower's loan documents shall be posted to the applicable borrower records within two business days of receipt. 3. Retail finance receivable payments shall be allocated to principal, interest, insurance, taxes, and other items in accordance with the borrower's loan documents. 4. Retail finance receivable payments identified as loan payoffs shall be allocated in accordance with the borrower's loan documents. III. DISBURSEMENTS 1. Disbursements made via wire transfer on behalf of a borrower or investor shall be made only by authorized personnel. 2. Disbursements made on behalf of a borrower or investor shall be posted on a timely basis to the borrower's or investor's records maintained by the servicing entity. 3. Amounts remitted to investors per the investor reports shall agree with cancelled checks, or other form of payment, or bank statements. IV. BORROWER LOAN ACCOUNTING 1. The servicing entity's borrower loan records shall agree with, or reconcile to, the records of borrowers with respect to the unpaid principal balance on a monthly basis. V. DELINQUENCIES 1. Records documenting collection efforts shall be maintained during the period a loan is in default and shall be updated at least monthly. Such records shall describe the entity's activities in monitoring delinquent loans including, for example, phone calls, letters and payments rescheduling plan in cases where the delinquency is deemed temporary (e.g. illness or unemployment). MANAGEMENT ASSERTION AS TO COMPLIANCE April 10, 2002 To Whom It May Concern: As of and for the twelve months ended March 31, 2002, Toyota Motor Credit Corporation has complied in all material respects with the specified servicing standards related to retail receivables identified in Exhibit I as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. /S/ GEORGE E. BORST /S/ NOBUKAZU TSURUMI - --------------------------------- --------------------------------- George E. Borst Nobukazu Tsurumi President and Executive Vice President Chief Executive Officer and Treasurer /S/ JOHN F. STILLO /S/ LLOYD MISTELE - --------------------------------- --------------------------------- John F. Stillo Lloyd Mistele Vice President Vice President, Treasury and Chief Financial Officer EX-20 5 exh20b2002a.txt EXHIBIT 20(b) ANNUAL STATEMENT AS TO COMPLIANCE Officer's Certificate --------------------- I, George E. Borst, President and Chief Executive Officer of Toyota Motor Credit Corporation ("TMCC"), hereby certify as follows: (a) a review of the activities of TMCC as Servicer under the Sale and Servicing Agreement (the "Agreement") dated January 1, 2002 among TMCC, Toyota Auto Finance Receivables LLC as Seller, and Wells Fargo Bank Minnesota, N.A. as Trustee, for the period from January 1, 2002 through March 31, 2002 and of the performance of the Servicer under the Agreement has been made under my supervision; and (b) to the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreement throughout such period. Date: April 10, 2002 /S/ GEORGE E. BORST ------------------------------------ George E. Borst President and Chief Executive Officer EX-20 6 exh20c2002a.txt EXHIBIT 20(c) Toyota Motor Credit Corporation Aggregate Monthly Report Information Toyota Auto Receivables 2002-A Owner Trust As of and for the period from December 1, 2001 through March 31, 2002 Principal Distributions Class A1 211,028,245.45 Class A2 0.00 Class A3 0.00 Class A4 0.00 ---------------- Total 211,028,245.45 Interest Distributions Class A1 1,266,627.89 Class A2 1,564,098.13 Class A3 1,742,901.88 Class A4 1,983,870.23 ---------------- Total 6,557,498.13 Distribution Amount Allocable To Previously Unpaid Interest Class A1 0.00 Class A2 0.00 Class A3 0.00 Class A4 0.00 ---------------- Total 0.00 Remaining Unpaid Interest Class A1 0.00 Class A2 0.00 Class A3 0.00 Class A4 0.00 ---------------- Total 0.00 Outstanding Principal Balance Class A1 248,641,754.55 Class A2 387,000,000.00 Class A3 429,000,000.00 Class A4 234,932,000.00 ---------------- Total 1,299,573,754.55 Toyota Motor Credit Corporation Aggregate Monthly Report Information Toyota Auto Receivables 2002-A Owner Trust As of and for the period from December 1, 2001 through March 31, 2002 Principal Shortfalls Class A1 0.00 Class A2 0.00 Class A3 0.00 Class A4 0.00 ---------------- Total 0.00 Interest Shortfalls Class A1 0.00 Class A2 0.00 Class A3 0.00 Class A4 0.00 ---------------- Total 0.00 Servicing Fee 4,920,222.53 Payments Ahead 543,900.04 Servicer Advances 2,652,506.85 Revolving Liquidity Note - Total Amount Available 7,786,611.00 Cumulative Draws on the Note 0.00 Amounts Reimbursed 0.00 -----END PRIVACY-ENHANCED MESSAGE-----