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
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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
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Commission file numbers: 333-58164, 33358164-01, 333-58164-02,
333-74872 and 333-74872-01
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TOYOTA AUTO RECEIVABLES 2002-A OWNER TRUST
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(Exact name of registrant as specified in its charter)
California 95-4836519
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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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 468-7333
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Securities registered pursuant to section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: None
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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
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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.
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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
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Aggregate
Contracts Balances
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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
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% of % of
Aggregate
Contracts Balances
Outstanding Outstanding
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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
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Contracts Amount
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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.
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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.
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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
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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
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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:
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January 29, 2002
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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
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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.
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EXHIBIT INDEX
Exhibit Method
Number Description of Filing
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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
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