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, 2001
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
[ ] For the transition period from to
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Commission file number: 333-92583-10
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DAIMLERCHRYSLER AUTO TRUST 2001-C
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(Exact name of registrant as specified in its charter)
State of Delaware 52-7231333
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 Market Street, Wilmington, Delaware 19801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 948-3124
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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]
PART I.
ITEM 1. BUSINESS
DaimlerChrysler Auto Trust 2001-C (the "Trust") was formed under the laws of
Delaware pursuant to an Amended and Restated Trust Agreement dated as of
September 1, 2001, among DaimlerChrysler Retail Receivables LLC ("DCRR"),
Chrysler Financial Company L.L.C. now known as DaimlerChrysler Services North
America LLC ("DCS" and "Servicer"), and Chase Manhattan Bank Delaware, acting
thereunder not in its individual capacity but solely as trustee of the Trust.
Chrysler Financial Company L.L.C. merged into DCS on November 30, 2001 and DCS
assumed the role of Servicer.
On September 18, 2001, the Trust issued $296,123,000 aggregate principal amount
of 3.50% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $695,000,000
aggregate principal amount of 3.71% Asset Backed Notes, Class A-2 (the "Class
A-2 Notes"), $353,000,000 aggregate principal amount of 4.21% Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), and $452,000,000 aggregate principal
amount of 4.63% 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
September 2, 2001, 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 August 29, 2001, transferred to the Trust by DCS on
September 18, 2001. The Notes are secured by the assets of the Trust pursuant to
the Indenture. The Trust also issued $60,350,000 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.
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.
1
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The selected financial data has been omitted since the required information is
included in the financial statements or notes thereto.
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 September 1, 2001, among DCRR, DCS, and
Chase Manhattan Bank Delaware, acting thereunder not in its individual capacity
but solely as trustee of the Trust.
On September 18, 2001, the Trust issued $296,123,000 aggregate principal amount
of 3.50% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $695,000,000
aggregate principal amount of 3.71% Asset Backed Notes, Class A-2 (the "Class
A-2 Notes"), $353,000,000 aggregate principal amount of 4.21% Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), and $452,000,000 aggregate principal
amount of 4.63% 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
September 2, 2001, 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 August 29, 2001, transferred to the Trust by DCS on
September 18, 2001. The Notes are secured by the assets of the Trust pursuant to
the Indenture. The Trust also issued $60,350,000 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.
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
2
DAIMLERCHRYSLER AUTO TRUST 2001-C
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
ARISING FROM CASH TRANSACTIONS
DECEMBER 31, 2001
(in millions of dollars)
ASSETS
Cash and Cash Equivalents (Note 1) $ 58.8
Receivables (Note 2) 1,757.6
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TOTAL ASSETS $ 1,816.4
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LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 1) $ 119.3
Asset Backed Securities (Notes 2 and 3) 1,697.1
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TOTAL LIABILITIES AND EQUITY $ 1,816.4
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See Notes to Financial Statements
3
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
DAIMLERCHRYSLER AUTO TRUST 2001-C
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD SEPTEMBER 1, 2001 (INCEPTION) THROUGH DECEMBER 31, 2001
(in millions of dollars)
CASH RECEIPTS
Proceeds from Sale of Asset Backed Securities $ 1,856.5
Collections of Principal & Interest, and Other 239.1
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TOTAL CASH RECEIPTS $ 2,095.6
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CASH DISBURSEMENTS
Purchase of Receivables $ 1,856.5
Distribution of Principal & Interest, and Other 180.3
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TOTAL CASH DISBURSEMENTS $ 2,036.8
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CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS $ 58.8
==========
See Notes to Financial Statements
4
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
DAIMLERCHRYSLER AUTO TRUST 2001-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 overcollateralized receivables, 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 DCS which are held as liquidity and credit enhancement reserves and
invested in short-term instruments. Under the Sale and Servicing Agreement, 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 DCRR.
5
DAIMLERCHRYSLER AUTO TRUST 2001-C
NOTES TO FINANCIAL STATEMENTS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
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 September 1, 2001, among DCRR, DCS, and
Chase Manhattan Bank Delaware, acting thereunder not in its individual capacity
but solely as trustee of the Trust.
On September 18, 2001, the Trust issued $296,123,000 aggregate principal amount
of 3.50% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $695,000,000
aggregate principal amount of 3.71% Asset Backed Notes, Class A-2 (the "Class
A-2 Notes"), $353,000,000 aggregate principal amount of 4.21% Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), and $452,000,000 aggregate principal
amount of 4.63% 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
September 2, 2001, 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 August 29, 2001, transferred to the Trust by DCS on
September 18, 2001. The Notes are secured by the assets of the Trust pursuant to
the Indenture. The Trust also issued $60,350,000 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.
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
sixth 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 October 8,
2001. Principal of the Notes will be payable on each Distribution Date to the
extent described in the Prospectus Supplement dated September 6, 2001, and the
Prospectus dated September 6, 2001 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 the 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.
6
DAIMLERCHRYSLER AUTO TRUST 2001-C
NOTES TO FINANCIAL STATEMENTS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
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 value of financial instruments has 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.
The carrying amounts and estimated fair values of the Trust's financial
instruments at December 31, 2001 were as follows:
Carrying Fair
Amount Value
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(in millions of dollars)
Cash and Cash Equivalents $ 58.8 $ 58.8
Receivables $ 1,757.6 $ 1,632.0
Amounts Held for Future Distribution $ 119.3 $ (11.6)
Asset Backed Securities $ 1,697.1 $ 1,702.4
Assumptions and Methodologies
The carrying value of Cash and Cash Equivalents approximates market 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, 2001.
The fair value of Amounts Held for Future Distribution was estimated at carrying
value for amounts with short-term maturities and at net realizable value for,
the remaining amount due DCRR.
The fair value of Asset Backed Securities was estimated using quoted market
prices.
7
[KPMG LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
The Board of Directors 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 2001-C (the
"Trust") as of December 31, 2001, and the related statement of cash receipts and
disbursements for the period September 1, 2001 (inception) through December 31,
2001. 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 cash
receipts and disbursements basis of accounting, 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 2001-C as of December 31, 2001,
and its cash receipts and disbursements for the period September 1, 2001
(inception) through December 31, 2001 on the basis of accounting described in
Note 1.
/s/ KPMG LLP
Detroit, Michigan
March 27, 2002
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There is nothing to report with regard to this item.
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. 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 2001-C as follows:
Statement of Assets, Liabilities and Equity Arising from Cash
Transactions - December 31, 2001 (page 3 of this report)
Statement of Cash Receipts and Disbursements for the period September
1, 2001 (inception) through December 31, 2001 (page 4 of this report)
Notes to Financial Statements (pages 5, 6, and 7 of this report)
Independent Auditors' Report (page 8 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.
9
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(CONTINUED)
3. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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3 Purchase Agreement, dated as of September 1, 2001, 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 13, 2001 and
incorporated herein by reference.
4.1 Amended and Restated Trust Agreement, dated as of September 1,
2001, among DaimlerChrysler Retail Receivables LLC,
DaimlerChrysler Services North America LLC and Chase Manhattan
Bank Delaware, as Owner Trustee. Filed as Exhibit 4.1 to DCS's
Current Report on Form 8K dated November 13, 2001 and
incorporated herein by reference.
4.2 Indenture, dated as of September 1, 2001, between
DaimlerChrysler Auto Trust 2001-C and Citibank, N. A., as
Indenture Trustee. Filed as Exhibit 4.2 to DCS's Current
Report on Form 8K dated November 13, 2001 and incorporated
herein by reference.
4.3 Sale and Servicing Agreement, dated as of September 1, 2001,
between DaimlerChrysler Auto Trust 2001-C and DaimlerChrysler
Services North America LLC. Filed as Exhibit 4.3 to DCS's
Current Report on Form 8K dated November 13, 2001 and
incorporated herein by reference.
99.1 Annual Servicer's Certificate for the year ended December 31,
2001.
99.2 Monthly Servicer Report for the Trust for December 2001
setting forth information as of year-end 2001.
(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 13, 2001 November 13, 2001 3,5 No
December 13, 2001 December 13, 2001 5 No
January 7, 2002 January 7, 2002 5 No
10
DAIMLERCHRYSLER AUTO TRUST 2001-C
SIGNATURE
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.
By: DaimlerChrysler Auto Trust 2001-C (Registrant)
DaimlerChrysler Services North America LLC, As Servicer
Date: March 25, 2002 By: /s/ Norbert Meder
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Norbert Meder, Vice President and Controller
Principal Accounting 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 or proxy material has been sent to security holders.
11
DAIMLERCHRYSLER AUTO TRUST 2001-C
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
3 Purchase Agreement, dated as of September 1, 2001, 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 13, 2001 and
incorporated herein by reference.
4.1 Amended and Restated Trust Agreement, dated as of September 1,
2001, among DaimlerChrysler Retail Receivables LLC,
DaimlerChrysler Services North America LLC and Chase Manhattan
Bank Delaware, as Owner Trustee. Filed as Exhibit 4.1 to DCS's
Current Report on Form 8K dated November 13, 2001 and
incorporated herein by reference.
4.2 Indenture, dated as of September 1, 2001, between
DaimlerChrysler Auto Trust 2001-C and Citibank, N. A., as
Indenture Trustee. Filed as Exhibit 4.2 to DCS's Current
Report on Form 8K dated November 13, 2001 and incorporated
herein by reference.
4.3 Sale and Servicing Agreement, dated as of September 1, 2001,
between DaimlerChrysler Auto Trust 2001-C and DaimlerChrysler
Services North America LLC. Filed as Exhibit 4.3 to DCS's
Current Report on Form 8K dated November 13, 2001 and
incorporated herein by reference.
99.1 Annual Servicer's Certificate for the year ended December 31,
2001.
99.2 Monthly Servicer Report for the Trust for December 2001
setting forth information as of year-end 2001.
12