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
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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 2002-A
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(Exact name of registrant as specified in its charter)
State of Delaware 26-6013710
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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) 427-2565
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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]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes No X
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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-A (the "Trust") was formed under the laws of
Delaware pursuant to an Amended and Restated Trust Agreement dated as of April
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 April 24, 2002, the Trust issued $506,000,000 aggregate principal amount of
1.95% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $777,000,000
aggregate principal amount of 2.90% Asset Backed Notes, Class A-2 (the "Class
A-2 Notes"), $599,000,000 aggregate principal amount of 3.85% Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), and $424,000,000 aggregate principal
amount of 4.49% 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 April
1, 2002, between the Trust and Bank One, National Association, (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 April 10, 2002, transferred to the Trust by DCS on April
24, 2002. The Notes are secured by the assets of the Trust pursuant to the
Indenture. The Trust also issued $77,400,000 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 respect 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 April 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 April 24, 2002, the Trust issued $506,000,000 aggregate principal amount of
1.95% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $777,000,000
aggregate principal amount of 2.90% Asset Backed Notes, Class A-2 (the "Class
A-2 Notes"), $599,000,000 aggregate principal amount of 3.85% Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), and $424,000,000 aggregate principal
amount of 4.49% 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 April
1, 2002, between the Trust and Bank One, National Association, (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 April 10, 2002, transferred to the Trust by DCS on April
24, 2002. The Notes are secured by the assets of the Trust pursuant to the
Indenture. The Trust also issued $77,400,000 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-A
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
ARISING FROM CASH TRANSACTIONS
DECEMBER 31, 2002
(in millions of dollars)
ASSETS
Cash and Cash Equivalents (Note 1) $ 21.9
Receivables (Note 2) 1,960.1
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TOTAL ASSETS $ 1,982.0
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LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 1) $ 122.7
Asset Backed Securities (Notes 2 and 3) 1,859.3
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TOTAL LIABILITIES AND EQUITY $ 1,982.0
==========
See Notes to Financial Statements
4
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
DAIMLERCHRYSLER AUTO TRUST 2002-A
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD APRIL 1, 2002 (INCEPTION) THROUGH DECEMBER 31, 2002
(in millions of dollars)
CASH RECEIPTS
Proceeds from Sale of Asset Backed Securities $ 2,383.4
Collections of Principal & Interest, and Other 654.5
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TOTAL CASH RECEIPTS 3,037.9
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CASH DISBURSEMENTS
Purchase of Receivables 2,383.4
Distribution of Principal & Interest, and Other 632.6
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TOTAL CASH DISBURSEMENTS 3,016.0
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CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS 21.9
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 0.0
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 21.9
==========
See Notes to Financial Statements
5
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
DAIMLERCHRYSLER AUTO TRUST 2002-A
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 provisions for credit losses on 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 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 April 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 April 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 April 24, 2002, the Trust issued $506,000,000 aggregate principal amount of
1.95% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $777,000,000
aggregate principal amount of 2.90% Asset Backed Notes, Class A-2 (the "Class
A-2 Notes"), $599,000,000 aggregate principal amount of 3.85% Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), and $424,000,000 aggregate principal
amount of 4.49% 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
6
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
DAIMLERCHRYSLER AUTO TRUST 2002-A
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SALE OF ASSET BACKED SECURITIES (continued)
issued pursuant to an Indenture dated as of April 1, 2002, between the Trust and
Bank One, National Association, (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
April 10, 2002, transferred to the Trust by DCS on April 24, 2002. The Notes
are secured by the assets of the Trust pursuant to the Indenture. The Trust
also issued $77,400,000 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 June 6, 2002.
Principal on the Notes will be payable on each Distribution Date to the extent
described in the Prospectus Supplement dated April 16, 2002, and the Prospectus
dated April 16, 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
7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
DAIMLERCHRYSLER AUTO TRUST 2002-A
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - FINANCIAL INSTRUMENTS (continued)
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, 2002 were as follows (in millions of dollars):
Carrying Fair
Amount Value
------ -----
Cash and Cash Equivalents $ 21.9 $ 21.9
Receivables $ 1,960.1 $ 1,925.7
Amounts Held for Future Distribution $ 122.7 $ 98.1
Asset Backed Securities $ 1,859.3 $ 1,899.4
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-A (the
"Trust") as of December 31, 2002, and the related statement of cash receipts and
disbursements for the period April 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-A as of December 31, 2002,
and its cash receipts and disbursements for the period April 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
Registrant is an 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-A 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 April 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 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(continued)
(3) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
3 Purchase Agreement, dated as of April 1, 2002, between
DaimlerChrysler Retail Receivables LLC and DaimlerChrysler
Services North America LLC.
4.1 Amended and Restated Trust Agreement, dated as of April 1,
2002, among DaimlerChrysler Retail Receivables LLC,
DaimlerChrysler Services North America LLC and Chase
Manhattan Bank USA, National Association, as Owner Trustee.
4.2 Indenture, dated as of April 1, 2002, between
DaimlerChrysler Auto Trust 2002-A and Bank One, National
Association, as Indenture Trustee.
4.3 Sale and Servicing Agreement, dated as of April 1, 2002,
between DaimlerChrysler Auto Trust 2002-A and
DaimlerChrysler Services North America LLC.
99.1 Annual Servicer's Certificate for the year ended December
31, 2002, and Independent Accountant's Report.
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)
(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
- -------------- ---------- --------- ----------
October 14, 2002 October 15, 2002 5 No
November 25, 2002 November 25, 2002 5 No
December 6, 2002 December 17, 2002 5 No
11
DAIMLERCHRYSLER AUTO TRUST 2002-A
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-A
(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-A, 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-A;
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
12
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
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-A
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-A
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
3 Purchase Agreement, dated as of April 1, 2002, between
DaimlerChrysler Retail Receivables LLC and DaimlerChrysler
Services North America LLC.
4.1 Amended and Restated Trust Agreement, dated as of April 1,
2002, among DaimlerChrysler Retail Receivables LLC,
DaimlerChrysler Services North America LLC and Chase
Manhattan Bank USA, National Association, as Owner Trustee.
4.2 Indenture, dated as of April 1, 2002, between
DaimlerChrysler Auto Trust 2002-A and Bank One, National
Association, as Indenture Trustee.
4.3 Sale and Servicing Agreement, dated as of April 1, 2002,
between DaimlerChrysler Auto Trust 2002-A and
DaimlerChrysler Services North America LLC.
99.1 Annual Servicer's Certificate for the year ended December
31, 2002, and Independent Accountant's Report.
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)
14