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 333-73570-03
DAIMLERCHRYSLER MASTER OWNER TRUST
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(Exact name of registrant as specified in its charter)
State of Delaware 26-6015118
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(State or other jurisdiction of (I. R. S. Employer Identification No.)
incorporation or organization)
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
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 Master Owner Trust (the "Trust") was formed as a Delaware
statutory trust pursuant to a Trust Agreement dated as of June 1, 2002 between
DaimlerChrysler Wholesale Receivables LLC ("DCWR"), as Beneficiary and as
Transferor, and Chase Manhattan Bank USA, National Association, acting
thereunder not in its individual capacity but solely as owner trustee of the
Trust.
The assets of the Trust include a collateral certificate issued by CARCO Auto
Loan Master Trust ("CARCO"), and transferred to the Trust by DCWR on June 11,
2002 (the "Collateral Certificate") and distributions on the Collateral
Certificate. CARCO owns receivables arising from a portfolio of automobile
dealer revolving floorplan financing agreements (the "Receivables") purchased
from DCWR and issues investor certificates representing fractional undivided
interests in its assets which includes the Receivables. The Collateral
Certificate transferred to the Trust is an investor certificate issued by CARCO
and represents an allocable interest in the pool of CARCO Receivables.
The Trust was formed to issue auto dealer asset backed notes (the "Notes")
secured by the Collateral Certificate and the allocable interest in the pool of
CARCO Receivables the Collateral Certificate represents. The Trust does not have
any officers, directors or employees. The Trust's administrator is
DaimlerChrysler Services North America LLC ("DCS"). The Notes are issued in
series pursuant to an Indenture dated as of June 1, 2002 between the Trust and
The Bank of New York, as Indenture Trustee, as supplemented by supplemental
indentures for each series of notes issued by the Trust.
The Trust has no employees.
The Securities and Exchange Commission maintains an Internet website that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of the SEC
Internet website is http://www.sec.gov.
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) or 15 (d) of
the Exchange Act may be obtained free of charge as soon as reasonably
practicable after such material is electronically filed with the SEC on the
SEC's Internet website or at http://investor.chryslerfinancial.com.
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.
2
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data has been omitted since the required information is
included in the financial statements or the notes thereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following Notes were issued by the Trust evidencing undivided interests in
certain assets of the Trust:
ISSUE DATE SERIES DESCRIPTION
MATURITY DATE PRINCIPAL AMOUNT
- ------------- ----------------
June 2002 Floating Rate Auto Dealer Loan Asset Backed Notes, Series 2002-A
Outstanding $2.0 billion
November 2002 Floating Rate Auto Loan Dealer Asset Backed Notes, Series 2002-B
Outstanding $1.0 billion
DaimlerChrysler Master Owner Trust (the "Trust") was formed as a Delaware
statutory trust pursuant to a Trust Agreement dated as of June 1, 2002 between
DaimlerChrysler Wholesale Receivables LLC ("DCWR"), as Beneficiary and as
Transferor, and Chase Manhattan Bank USA, National Association, acting
thereunder not in its individual capacity but solely as owner trustee of the
Trust.
The assets of the Trust include a collateral certificate issued by CARCO Auto
Loan Master Trust ("CARCO"), and transferred to the Trust by DCWR on June 11,
2002 (the "Collateral Certificate") and distributions on the Collateral
Certificate. CARCO owns receivables arising from a portfolio of automobile
dealer revolving floorplan financing agreements (the "Receivables") purchased
from DCWR and issues investor certificates representing fractional undivided
interests in its assets which includes the Receivables. The Collateral
Certificate transferred to the Trust is an investor certificate issued by CARCO
and represents an allocable interest in the pool of CARCO Receivables.
The Trust was formed to issue auto dealer asset backed notes (the "Notes")
secured by the Collateral Certificate and the allocable interest in the pool of
CARCO Receivables the Collateral Certificate represents. The Trust does not have
any officers, directors or employees. The Trust's administrator is
DaimlerChrysler Services North America LLC ("DCS"). The Notes are issued in
series pursuant to an Indenture dated as of June 1, 2002 between the Trust and
The Bank of New York, as Indenture Trustee, as supplemented by supplemental
indentures for each series of notes issued by the Trust.
DCS services the Receivables included in the Trust for an annual fee of 1% of
the outstanding required receivable balance which consists of the outstanding
certificates plus the required overcollateralization.
The Trust has no employees.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There is nothing to report with regard to this item.
3
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
DAIMLERCHRYSLER MASTER OWNER TRUST
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
ARISING FROM CASH TRANSACTIONS
DECEMBER 31, 2002
(in millions of dollars)
ASSETS
Collateral Certificate (Note 2) $ 4,280.7
---------
TOTAL ASSETS $ 4,280.7
=========
LIABILITIES AND EQUITY
Asset Backed Notes (Notes 3 and 4) $ 3,000.0
Seller's Subordinated Interest (Note 4) 1,280.7
---------
TOTAL LIABILITIES AND EQUITY $ 4,280.7
=========
See Notes to Financial Statements
4
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
DAIMLERCHRYSLER MASTER OWNER TRUST
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
For the period June 1, 2002 (inception) through December 31, 2002
(in millions of dollars)
CASH RECEIPTS
Proceeds from Sales of Investor Notes $ 3,000.0
Collections of Interest 80.0
---------
TOTAL CASH RECEIPTS 3,080.0
---------
CASH DISBURSEMENTS
Purchases of Collateral Certificate held by DCWR 3,000.0
Distributions of Interest 19.6
Distributions of Residual Cash Flows to Servicer 48.4
Distributions of Servicer Fees 12.0
---------
TOTAL CASH DISBURSEMENTS 3,080.0
---------
CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS 0.0
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 0.0
---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 0.0
=========
See Notes to Financial Statements
5
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
DAIMLERCHRYSLER MASTER OWNER TRUST
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 the
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 Collateral Certificate, or accrued interest payable
on the Notes from the most recent Distribution Date to the balance sheet date.
Servicing
DCS services the Receivables included in the Trust for an annual fee of 1% of
the outstanding required receivable balance which consists of the outstanding
certificates plus the required overcollateralization.
NOTE 2 -- COLLATERAL CERTIFICATE
The assets of the Trust include a collateral certificate issued by CARCO and
transferred to the Trust by DCWR, as well as distributions on the Collateral
Certificate. CARCO owns receivables arising from a portfolio of automobile
dealer revolving floorplan financing agreements (the "Receivables") purchased
from DCWR and issues investor certificates representing fractional undivided
interests in its assets which includes the Receivables. The Collateral
Certificate transferred to the Trust is an investor certificate issued by CARCO
and represents an allocable interest in the pool of CARCO Receivables.
NOTE 3 -- SALES OF NOTES
The following Notes were issued by the Trust evidencing undivided interests in
certain assets of the Trust:
ISSUE PRINCIPAL AMOUNT
DATE SERIES DESCRIPTION (IN MILLIONS)
---- ------------------ ----------------
6/02 Floating Rate Auto Dealer Loan Asset Backed Notes, Series 2002-A $ 2,000.0
11/02 Floating Rate Auto Dealer Loan Asset Backed Notes, Series 2002-B $ 1,000.0
NOTE 4 -- PRINCIPAL AND INTEREST PAYMENTS
SERIES INTEREST RATE INTEREST PAYMENTS PRINCIPAL PAYMENTS MATURITY DATE(1)
------ ------------- ----------------- ------------------ ----------------
02-A LIBOR + 0.06% Monthly ---------- 05/2007
02-B LIBOR + 0.035% Monthly ---------- 11/2007
(1) The date listed is the Distribution Date on which the principal of the
Notes is expected to be paid, however, the principal of the Notes may be
paid earlier under certain circumstances described in the prospectus.
6
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
NOTE 4 -- PRINCIPAL AND INTEREST PAYMENTS (continued)
Certificates in excess of total investor's notes outstanding at December 31,
2002 is represented by the Seller's Subordinated Interest which consists of
required overcollateralization and DCWR's beneficial interest in the Collateral
Certificate. These balances were $.4 billion, and $.9 billion as of December 31,
2002, respectively.
NOTE 5 -- 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 6 -- FAIR VALUE OF FINANCIAL INSTRUMENTS
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.
The carrying amounts and estimated fair values of the Trust's financial
instruments were as follows (in millions of dollars):
December 31,2002
----------------
Carrying Fair
Amounts Value
------- -----
Collateral Certificate $4,280.7 $4,280.7
Asset Backed Notes $3,000.0 $3,000.0
Seller's Subordinated Interest $1,280.7 $1,294.1
Assumptions and Methodologies
The carrying value of the Collateral Certificate was assumed to approximate fair
value since the underlying variable rate receivables are priced at current
market rates.
The fair value of Asset Backed Notes was estimated using carrying value given
the variable rate nature of the Notes.
The fair value of Seller's Subordinated Interest was estimated using discounted
expected future cash flows for DCWR's beneficial interest in the Collateral
Certificate, and the required overcollateralization was estimated at carrying
value because the underlying variable rate receivables are priced at current
market rates.
7
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 Master Owner Trust (the
"Trust") as of December 31, 2002 and the related statement of cash receipts and
disbursements for the period June 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 Master Owner Trust as of December 31, 2002,
and its cash receipts and disbursements for the period June 1, 2002 (inception)
through December 31, 2002 on the basis of accounting described in Note 1.
/s/ KPMG LLP
Detroit, Michigan
March 20, 2003
8
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. 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 Master Owner Trust 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 June 1, 2002
(inception) through December 31, 2002 (page 5 of this report)
Notes to Financial Statements (pages 6 -- 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 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
3. Exhibits
(a) The following exhibits are filed as a part of this report:
Exhibit No.
- -----------
3 -- A Certificate of Trust of DaimlerChrysler Master Owner Trust
dated June 6, 2002.
4 -- A Amended and Restated Pooling and Servicing Agreement among
DaimlerChrysler Wholesale Receivables LLC, DaimlerChrysler
Services North America LLC and The Bank of New York, as Trustee.
Filed as Exhibit 4.1 to the Registration Statement on Form S-3,
Registration Statement No. 333-73570 and incorporated herein by
reference.
4 -- B Series 2002-CC Supplement, dated as of June 1, 2002, to the
Amended and Restated Pooling and Servicing Agreement (including
form of collateral certificate) among DaimlerChrysler Wholesale
Receivables LLC, DaimlerChrysler Services North America LLC and
The Bank of New York, as Trustee.
4 -- C Trust Agreement, dated as of June 1, 2002, between
DaimlerChrysler Wholesale Receivables LLC and Chase Manhattan Bank
USA, National Association, as Owner Trustee.
4 -- D Indenture, dated as of June 1, 2002, between DaimlerChrysler
Master Owner Trust and The Bank of New York, as Indenture Trustee.
4 -- E Series 2002-A Indenture Supplement, dated as of June 1, 2002,
to the Indenture dated as of June 1, 2002, between DaimlerChrysler
Master Owner Trust and The Bank of New York, as Indenture Trustee
(including form of Floating Rate Auto Dealer Loan Asset Backed
Notes, Series 2002-A).
4 -- F Series 2002-B Indenture Supplement, dated as of November 1,
2002, to the Indenture dated as of June 1, 2002, between
DaimlerChrysler Master Owner Trust and The Bank of New York, as
Indenture Trustee (including form of Floating Rate Auto Dealer
Loan Asset Backed Notes, Series 2002-B).
23 Consent of KPMG LLP.
99 Chrysler Auto Receivables Company Annual Servicer's Certificate
and Independent Accountants' Report
99.1 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 registrant filed the following reports on Form 8-K during the
quarter ended December 31, 2002:
Date of Report Date Filed Item No. Financial Statements
-------------- ---------- -------- --------------------
October 15, 2002 November 18, 2002 5 None
November 15, 2002 November 25, 2002 5 None
November 19, 2002 November 19, 2002 5, 7 None
December 16, 2002 December 17, 2002 5 None
10
DAIMLERCHRYSLER MASTER OWNER TRUST
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 Master Owner Trust (Registrant)
By: DaimlerChrysler Services North America LLC,
as Servicer
Date: March 26, 2003 By: /s/ D. H. Olsen
----------------------------
D. H. Olsen, Vice President
and Chief Financial Officer
11
CERTIFICATION
I, D. H. Olsen, the Vice President and Chief Financial Officer of
DaimlerChrysler Services North America LLC, the Servicer of DaimlerChrysler
Master Owner Trust, 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
Master Owner Trust;
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 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 DaimlerChrylser Master Owner Trust
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.
12
DAIMLERCHRYSLER MASTER OWNER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------- ----------------------
3 -- A Certificate of Trust of DaimlerChrysler Master Owner Trust
dated June 6, 2002.
4 -- A Amended and Restated Pooling and Servicing Agreement among
DaimlerChrysler Wholesale Receivables LLC, DaimlerChrysler Service
North America LLC and The Bank of New York, as Trustee. Filed as
Exhibit 4.1 to the Registration Statement on Form S-3, Registration
Statement No. 333-73570 and incorporated herein by reference.
4 -- B Series 2002-CC Supplement, dated as of June 1, 2002, to the
Amended and Restated Pooling and Servicing Agreement (including
form of collateral certificate) among DaimlerChrysler Wholesale
Receivables LLC, DaimlerChrysler Services North America LLC and The
Bank of New Your, as Trustee.
4 -- C Trust Agreement, dated as of June 1, 2002, between
DaimlerChrysler Wholesale Receivables LLC and Chase Manhattan Bank
USA, National Association, as Owner Trustee.
4 -- D Indenture, dated as of June 1, 2002, between DaimlerChrysler
Master Owner Trust and Bank of New York, as Indenture Trustee.
4 -- E Series 2002-A Indenture Supplement, dated as of June 1, 2002,
to the Indenture dated as of June 1, 2002, between DaimlerChrysler
Master Owner Trust, and The Bank of New York, as Indenture Trustee
(including form of Floating Rate Auto Dealer Loan Asset Backed
Notes, Series 2002-A).
4 -- F Series 2002-B Indenture Supplement, dated as of November 1, 2002,
to the Indenture dated as of June 1, 2002, between DaimlerChrysler
Master Owner Trust, and The Bank of New York, as Indenture Trustee
(including form of Floating Rate Auto Dealer Loan Asset Backed
Notes, Series 2002-B).
23 Consent of KPMG LLP.
99 Chrysler Auto Receivables Company Annual Servicer's Certificate and
Independent Accountants' Report
99.1 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)