FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: March 11, 2003
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(Date of earliest event reported)
TOYOTA AUTO FINANCE RECEIVABLES LLC ON BEHALF OF THE
TOYOTA AUTO RECEIVABLES 2003-A OWNER TRUST
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(Exact name of registrant as specified in its charter)
DELAWARE 333-103406 95-4836519
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of Incorporation)
19300 Gramercy Place, North Building
Torrance, California 90509
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(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 468-7333
ITEM 5. OTHER EVENTS
Attached as Exhibit 99.1 to this Current Report is a Term Sheet circulated
by Banc One Capital Markets, Inc., Deutsche Bank Securities Inc., Guzman &
Company, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc. and
The Williams Capital Group, L.P., in connection with the Registrant's offering
of the Class A-2 Notes, the Class A-3A Notes, the Class A-3B Notes and the Class
A-4 Notes (collectively, the "Offered Notes"). The Offered Notes will be offered
pursuant to a Prospectus and related Prospectus Supplement (together, the
"Prospectus") which will be filed with the Commission pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Act"). The offering of the
Offered Notes has been registered pursuant to the Act under the Registrant's
Registration Statement on Form S-3 (No. 333-103406) (the "Registration
Statement"). This Term Sheet will be incorporated by reference in the
Registration Statement.
Any statement or information contained in the Term Sheet may be modified or
superseded by subsequent similar materials or by statements or information
contained in the Prospectus.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit
Exhibit 99.1 Term Sheet.
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on behalf of the
Registrant by the undersigned thereunto duly authorized.
TOYOTA AUTO FINANCE RECEIVABLES LLC
By: /s/ Lloyd Mistele
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Name: Lloyd Mistele
Title: President
Date: March 11, 2003
EXHIBIT INDEX
Item 601(a) of Regulation S-K
Exhibit No. Description
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99.1 Term Sheet
SUBJECT TO REVISION
SERIES TERM SHEET, DATED MARCH 11, 2003
$1,070,000,000
TOYOTA AUTO RECEIVABLES 2003-A OWNER TRUST
TOYOTA AUTO FINANCE RECEIVABLES LLC,
SELLER
TOYOTA MOTOR CREDIT CORPORATION,
SERVICER
$375,000,000 [____%] ASSET BACKED NOTES, CLASS A-2
$244,500,000 FLOATING RATE ASSET BACKED NOTES, CLASS A-3A
$244,500,000 [____%] ASSET BACKED NOTES, CLASS A-3B
$206,000,000 [____%] ASSET BACKED NOTES, CLASS A-4
The trust will issue the following notes:
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INITIAL PRINCIPAL FIRST INTEREST FINAL SCHEDULED
AMOUNT INTEREST RATE ACCRUAL METHOD(3) PAYMENT DATE PAYMENT DATE
------------------ ----------------------- ------------------- ------------------- --------------------
Class A-1 Notes(1)..... $432,500,000 [_______] % Actual/360 April 15, 2003 March 15, 2004
Class A-2 Notes........ $375,000,000 [_______] % 30/360 April 15, 2003 August 15, 2005
Class A-3A Notes(2).... $244,500,000 1-mo LIBOR + [___] % Actual/360 April 15, 2003 March 15, 2007
Class A-3B Notes....... $244,500,000 [_______] % 30/360 April 15, 2003 March 15, 2007
Class A-4 Notes........ $206,000,000 [_______] % 30/360 April 15, 2003 March 15, 2010
(1) The Class A-1 Notes will not be offered to third party investors at this time. This term sheet is not an offer to sell or the
solicitation of an offer to buy the Class A-1 Notes.
(2) The interest rate on this class of notes will be adjusted on a monthly basis to one-month LIBOR plus the applicable spread.
The trust and Toyota Motor Credit Corporation will enter into an interest rate swap agreement to convert some of the fixed
rate interest yield on the receivables owned by the trust to a floating rate consistent with the interest accrual on the
Class A-3A Notes.
(3) Interest generally will accrue on the Class A-1 and Class A-3A Notes from payment date to payment date, and on the Class A-2,
Class A-3B and Class A-4 Notes from the 15th day of each month to the 15th day of the succeeding month.
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The notes are asset backed securities issued by the trust. The notes are
not obligations of Toyota Motor Credit Corporation, Toyota Auto Finance
Receivables LLC, Toyota Motor Sales, U.S.A., Inc., Toyota Financial Services
Corporation, Toyota Financial Services Americas Corporation, or any of their
respective affiliates. Neither the notes nor the receivables are insured or
guaranteed by any governmental agency.
This term sheet contains structural and collateral information about the
notes, but does not contain complete information about the offering of the
notes. The information contained in this term sheet is preliminary, limited in
nature, and may be changed. The information contained in this term sheet will be
superseded by information contained in the final prospectus supplement and
prospectus relating to the offering of the notes. Sales of notes may not be
completed unless the purchaser has received both the prospectus supplement and
the prospectus. If any statements in this term sheet conflict with statements in
the prospectus supplement or prospectus, the statements in the prospectus
supplement and prospectus will control. This term sheet is not an offer to sell
or the solicitation of an offer to buy the notes. If the offer, solicitation or
sale of the notes in any jurisdiction would be unlawful before the notes are
registered or qualified under the securities laws of that jurisdiction, then
this term sheet cannot be used to offer or sell the notes in that jurisdiction.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE NOTES OR DETERMINED THAT THIS TERM
SHEET IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
JOINT GLOBAL COORDINATORS
DEUTSCHE BANK SECURITIES SALOMON SMITH BARNEY
CO-MANAGERS
BANC ONE CAPITAL MARKETS, INC.
GUZMAN & COMPANY
LEHMAN BROTHERS
MERRILL LYNCH & CO.
MORGAN STANLEY
THE WILLIAMS CAPITAL GROUP, L.P.
SUMMARY OF TERMS
The following information highlights selected information that will be
contained in and described in greater detail in the final prospectus supplement
and prospectus and provides a general overview of the terms of the notes. The
information contained in this term sheet is preliminary, limited in nature, and
may be changed. The information contained in this term sheet will be superseded
by information contained in the final prospectus supplement and prospectus
relating to the offering of the notes. To understand all of the terms of the
offering of the notes, you should read carefully the prospectus supplement and
the prospectus. Both documents contain information you should consider when
making your investment decision.
ISSUER
Toyota Auto Receivables 2003-A Owner Trust.
SELLER
Toyota Auto Finance Receivables LLC ("TAFR LLC").
SERVICER
Toyota Motor Credit Corporation ("TMCC").
INDENTURE TRUSTEE
The Bank of New York.
OWNER TRUSTEE
U.S. Bank Trust National Association.
CLOSING DATE
On or about March 27, 2003.
CUTOFF DATE
March 1, 2003.
THE NOTES
Class A-1 [___]% Asset Backed Notes in the aggregate initial principal
amount of $432,500,000.
The Class A-1 Notes will not be offered to third party investors at this
time. This term sheet is not an offer to sell or the solicitation of an
offer to buy the Class A-1 Notes.
Class A-2 [___]% Asset Backed Notes in the aggregate initial principal
amount of $375,000,000.
Class A-3A Floating Rate Asset Backed Notes in the aggregate initial
principal amount of $244,500,000.
Class A-3B [___]% Asset Backed Notes in the aggregate initial principal
amount of $244,500,000.
Class A-4 [___]% Asset Backed Notes in the aggregate initial principal
amount of $206,000,000.
THE SUBORDINATED SELLER'S INTEREST
The trust will also issue to TAFR LLC, as the seller, in certificated form,
a fractional undivided interest in the trust that includes the right to
payment on each payment date to the extent specified in this term sheet of
certain available amounts in excess of those necessary to make payments on
the notes, fund the reserve account or pay amounts due to the holder of the
revolving liquidity note.
This fractional undivided interest will be deemed to have a principal
balance of $46,570,312 as of the closing date, that will be reduced by the
amounts distributed to TAFR LLC in respect thereof as described below under
"E. Payment Priorities--5. Principal Amount of Subordinated Seller's
Interest". This fractional undivided interest will not bear interest and is
not offered by this term sheet.
THE RECEIVABLES
On the closing date the trust will purchase a pool of new and used
automobile and light duty truck retail installment sales contracts
originated by Toyota and Lexus dealers having an aggregate principal
balance of approximately $1,549,070,312 as of the cutoff date. These
contracts are referred to as the "receivables." The receivables were sold
by the dealers to TMCC and will be resold by TMCC to TAFR LLC, who will
sell them to the trust. Additional information about the receivables
follows this summary section.
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TERMS OF THE SECURITIES
A. PAYMENT DATES
The fifteenth day of each month or, if the fifteenth day of the month is
not a business day, the next business day, commencing April 15, 2003.
B. COLLECTION PERIODS
The calendar month preceding the related payment date, except that with
respect to the first payment date the collection period will be the period
from the cutoff date to the last day of the calendar month preceding such
payment date.
C. INTEREST RATES
The Class A-1, Class A-2, Class A-3B and Class A-4 Notes will bear interest
for each interest accrual period at the fixed annual interest rates to be
specified on the cover of the final prospectus supplement.
The Class A-3A Notes will bear interest for each interest accrual period at
one-month LIBOR plus the applicable margin to be specified on the first
page of the final prospectus supplement.
The fractional undivided interest in the trust retained by TAFR LLC will
not bear interest.
D. INTEREST ACCRUAL
The Class A-1 and Class A-3A Notes will accrue interest on an actual/360
basis from (and including) a payment date to (but excluding) the next
payment date, except that the first interest accrual period will be from
(and including) the closing date to (but excluding) April 15, 2003. The
Class A-3A Notes will continue to accrue interest at their floating rate
even if the swap is terminated.
The Class A-2, Class A-3B and Class A-4 Notes will accrue interest on a
30/360 basis from (and including) the 15th day of each calendar month to
(but excluding) the 15th day of the succeeding calendar month, except that
the first interest accrual period will be from (and including) the closing
date to (but excluding) April 15, 2003.
E. PAYMENT PRIORITIES
In general, noteholders are entitled to receive payments of interest and
principal from the trust only to the extent that net collections on the
receivables, after giving effect to any net swap payments to or by the
trust (including any swap termination payment), advances and reimbursements
of advances by the servicer, and any amounts drawn under the revolving
liquidity note or, if applicable, amounts withdrawn from the reserve
account, are sufficient to make the payments described below in the order
of priority described below.
On each payment date, the trust will make payments from net collections on
the receivables received during the related collection period and, if
necessary, from amounts drawn down under the revolving liquidity note (or,
if applicable, withdrawn from the reserve account).
Advances made by the servicer and any swap payments from the swap
counterparty to the trust (including any swap termination payment) will be
included in collections, and reimbursements of servicer advances and any
net swap payments to the swap counterparty by the trust (including any swap
termination payment) will be deducted from collections before any payments
are made. The trust will make payments in the following order of priority:
1. Servicing Fee--The servicing fee payable to the servicer;
2. Class A Note Interest--Accrued and unpaid interest on the Class
A-1, Class A-2, Class A-3A, Class A-3B and Class A-4 Notes,
together with any amounts that were to be paid pursuant to this
clause 2 on any prior payment date but were not paid because
sufficient funds were not available to make such payment (with
interest accrued on such unpaid amounts at the related Note
interest rate);
3. Class A Note Principal--(i) To the Class A-1 Notes until the
principal amount thereof is reduced to zero, an amount equal to
the excess, if any, of (x) the principal balance of the
receivables as of the end of the collection period preceding the
related collection period (or, in the case of the first
collection period, as of the cutoff date) over (y) the principal
balance of the receivables as of the end of the related
collection period, together with any amounts that were to be paid
pursuant to this clause 3(i) on any prior payment date but were
not paid because sufficient funds were not available to make such
payment (the "principal distribution amount");
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(ii) after the principal amount of the Class A-1 Notes is reduced
to zero, to the Class A-2 Notes until the principal amount of the
Class A-2 Notes is reduced to zero, then to the Class A-3A Notes
and the Class A-3B Notes pro rata until the principal amount of
the Class A-3A Notes and the Class A-3B Notes is reduced to zero,
and then to the Class A-4 Notes until the principal amount of the
Class A-4 Notes is reduced to zero, either (x) an amount
sufficient to reduce the aggregate outstanding principal amount
of Class A Notes to an amount equal to the product of the
noteholders' percentage and the outstanding principal balance of
the receivables as of the last day of the related collection
period or (y) if delinquencies or chargeoffs exceed specified
levels, or if there is an event of default under the Indenture
(including any termination of the swap agreement) that results in
acceleration of the notes, all remaining amounts up to the
principal distribution amount, the "noteholders' percentage" for
any payment date being the percentage equivalent of a fraction,
the numerator of which is the aggregate of the principal balances
of the Class A-2, Class A-3A, Class A-3B and Class A-4 Notes as
of the closing date, and the denominator of which is the
aggregate of such principal balances plus the principal amount of
the subordinated seller's interest as of the closing date, except
that following (a) the cessation of delinquencies or chargeoffs
exceeding specified levels or (b) the rescission of an
acceleration of the notes after an event of default, the
noteholders' percentage for subsequent payment dates is the
lesser of (x) the percentage equivalent of a fraction the
numerator of which is the aggregate of the outstanding principal
balances of the Class A-2, Class A-3A, Class A-3B and Class A-4
Notes as of such payment date (prior to making any distributions
on such payment date) and the denominator of which is the
outstanding principal balance of the receivables as of the end of
the previous collection period and (y) the noteholders'
percentage for the previous payment date; and
(iii) if there is an event of default under the indenture
(including any termination of the swap agreement) that results in
acceleration of the notes and unless and until such acceleration
has been rescinded, all remaining amounts will be distributed to
all outstanding Class A Notes on a pro rata basis until their
respective principal amounts have been reduced to zero;
4. Reserve Account Deposit and/or Revolving Liquidity Note
Repayment--To the extent the reserve account is required to be
funded and amounts then on deposit therein are less than the
specified reserve account balance described below under "H.
Revolving Liquidity Note and Reserve Account", to the reserve
account until the amount on deposit therein equals such specified
reserve account balance, and thereafter, if amounts have been
drawn under the revolving liquidity note as described below under
"H. Revolving Liquidity Note and Reserve Account", to Toyota
Motor Credit Corporation in repayment of such amounts, and then
in respect of any accrued and unpaid interest on amounts so
drawn;
5. Principal Amount of Subordinated Seller's Interest--On any
payment date on and after the payment date on which the principal
amount of the Class A-1 Notes has been reduced to zero (but not
on any payment date that occurs during the period when
delinquencies or chargeoffs exceed specified levels or following
an event of default under the indenture that results in the
acceleration of the notes unless and until such acceleration has
been rescinded), an amount sufficient to reduce the outstanding
principal amount of the subordinated seller's interest to an
amount equal to the product of the subordinated seller's interest
percentage and the outstanding principal balance of the
receivables as of the last day of the related collection period
(for such purposes, the "subordinated seller's interest
percentage" for any payment date is 100% minus the noteholders'
percentage for such payment date); and
6. Excess Amounts--Any remaining amounts will be distributed to TAFR
LLC in respect of its fractional undivided interest in the trust
without
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further reduction of the principal amount of the subordinated
seller's interest.
To the extent there is an event of default under the Indenture (including
any termination of the swap agreement) that results in acceleration of the
notes, the "Payment Priorities" above will be revised so that principal for
all outstanding Class A Notes will be paid on a pro rata basis, rather than
sequentially.
Under those circumstances, the amounts available to make payments to any
class of Class A Notes may be reduced based on (i) the sufficiency of
proceeds from the liquidation of the assets of the trust and (ii) any
obligation of the trust to make a swap termination payment to the swap
counterparty, which obligation will be senior in priority to all
distributions to holders of the Class A Notes.
F. SUBORDINATION
As long as any Class A Notes remain outstanding, on each payment date (i)
all deposits into the reserve account will be subordinated to payments of
interest on and principal of the Class A Notes, (ii) repayment of amounts
drawn under the revolving liquidity note (and interest accrued thereon)
will be subordinated to payments of interest on and principal of the Class
A Notes and any required deposits into the reserve account, (iii) repayment
of interest accrued on amounts drawn under the revolving liquidity note
will be subordinated to payments of interest on and principal of the Class
A Notes, any required deposits into the reserve account and repayment of
amounts drawn under the revolving liquidity note and (iv) payments in
respect of the fractional undivided interest in the trust issued to TAFR
LLC will be subordinated to payments of interest on and principal of the
Class A Notes, any required deposits into the reserve account and repayment
of amounts drawn under the revolving liquidity note (and interest accrued
thereon).
G. SWAP AGREEMENT
The trust will enter into a swap agreement with Toyota Motor Credit
Corporation, as swap counterparty. Under the swap agreement, on each
payment date the trust will be obligated to pay to the swap counterparty an
amount equal to interest accrued on a notional amount equal to the
principal balance of the Class A-3A Notes at a notional fixed rate of
[__]%, and the swap counterparty will be obligated to pay to the trust
interest accrued on the Class A-3A Notes at their floating rate. Payments
will be made on a net basis between the trust and the swap counterparty.
Certain events that are not entirely within the control of the trust or the
swap counterparty may, and any event of default under the indenture that
results in the acceleration of the notes will, cause the termination of the
swap agreement. Upon a termination of the swap agreement, the principal of
the Class A Notes will be immediately due and payable and the indenture
trustee will be obligated to liquidate the assets of the trust. Certain
events that would cause termination of the swap agreement would also cause
the trust to be obligated to make a swap termination payment to the swap
counterparty (the amount of which the trust cannot estimate at the date
hereof, but which may be significant). Any swap termination payment owed to
the swap counterparty would reduce the amounts available to be paid to all
noteholders following any termination and liquidation. In this event,
holders of the Class A Notes may suffer a loss.
Toyota Motor Credit Corporation's long term debt ratings are Aa1 and AAA by
Moody's Investors Service ("Moody's") and Standard & Poor's, a division of
The McGraw-Hill Companies, Inc. ("S&P"), respectively, and its short term
debt ratings are P-1 and A-1+ by Moody's and S&P, respectively. In the
event the long term debt ratings of the swap counterparty are reduced below
Aa3 by Moody's or AA- by S&P, or the short-term ratings are reduced below
P-1 by Moody's or A-1 by S&P (or, in either case, such lower ratings as may
be permitted by Moody's and S&P), the swap counterparty may assign the swap
agreement to another party, obtain a replacement swap agreement on
substantially the same terms as the swap agreement, or collateralize its
obligations under the swap agreement. However, the swap counterparty shall
have no obligation to assign the swap agreement, obtain a replacement swap
agreement or collateralize its obligations under the swap agreement in the
event of a ratings downgrade, and neither the trust nor noteholders will
have any remedy against the swap counterparty with respect to these events.
H. REVOLVING LIQUIDITY NOTE AND RESERVE ACCOUNT
On the closing date, the trust will issue a revolving liquidity note to be
held by Toyota Motor Credit Corporation. On or before each payment date,
the indenture trustee will be entitled to make draw requests that are to be
funded by Toyota Motor Credit Corporation in order to enable the trust to
fund shortfalls in payments of
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principal or interest due on the Notes on the related payment date to the
extent such shortfalls are not funded from amounts on deposit in the
reserve account. Except as described below, no funds will be available
from, and no amounts will be deposited into, the reserve account. The
aggregate amounts that may be so drawn and outstanding under the revolving
liquidity note is $7,745,352 (0.50% of the outstanding principal balance of
the receivables as of the cutoff date). The Trust will be obligated to
repay amounts so drawn and interest accrued thereon at [__]% per annum on
subsequent payment dates from amounts available for such purposes in
accordance with the payment priorities described above under "E. Payment
Priorities-- Reserve Account Deposit and/or Revolving Liquidity Note
Repayment". The amounts available to be drawn under the revolving liquidity
note will be reduced by amounts previously drawn, and increased (up to the
initial balance thereof of $7,745,352) by amounts so repaid. On any payment
date, the repayment of amounts drawn under the revolving liquidity note and
payment of interest on such drawn amounts will be subordinated to the prior
payment of interest and principal on the Class A Notes on such payment date
and to any deposit into the reserve account of any amount required to be
deposited therein on such payment date.
If Toyota Motor Credit Corporation's short-term unsecured debt rating falls
below P-1 by Moody's or A-1+ by S&P, (or in either case, such lower ratings
as may be permitted by Moody's and S&P) or if Toyota Motor Credit
Corporation fails to fund any amount drawn under the revolving liquidity
note, then the indenture will require the indenture trustee to demand
payment of the entire undrawn amount of the revolving liquidity note and to
deposit such payment into the reserve account. If such event occurs,
thereafter the reserve account must be maintained as detailed below.
Following the occurrence of the downgrade event referred to in the
preceding paragraph, or failure of Toyota Motor Credit Corporation to fund
the amount drawn under the revolving liquidity note, as described above,
the specified reserve account balance at the close of business on any
payment date will be an amount equal to $7,745,352 (0.50% of the
outstanding principal balance of the receivables as of the cutoff date).
Whether or not any such event has occurred, if charge-offs or delinquencies
exceed specified levels, the aggregate specified balance to be available
under a combination of the revolving liquidity note (reduced by amounts
drawn thereunder) and the reserve account will be the greater of (i) 0.50%
of the outstanding principal balance of the receivables as of the cutoff
date and (ii) 3.50% of the outstanding principal balance of the notes as of
such payment date (after giving effect to payments of principal made on
such date).
On or before each payment date, if collections on the receivables, any net
swap payments to the trust and advances by the servicer are insufficient to
pay the first three items listed under "E. Payment Priorities" above, the
indenture trustee will withdraw funds (if available) from the reserve
account, and then, to the extent necessary and to the extent there is an
undrawn balance thereunder, draw on the revolving liquidity note to pay
those amounts.
If the principal balance of a class of notes is not paid in full on the
related final scheduled payment date, the indenture trustee will withdraw
amounts (if available) from the reserve account, and then, to the extent
necessary and to the extent there is an undrawn balance thereunder, draw on
the revolving liquidity note to pay that class in full.
On each payment date, the trust will (x) to the extent specified above,
deposit, to the extent available, the amount, if any, necessary to cause
the balance of funds on deposit in the reserve account to equal the
specified reserve account balance described above and (y) repay to Toyota
Motor Credit Corporation, the principal amounts drawn under the revolving
liquidity note (and when all principal has been paid, interest thereon)
that have not been repaid, in each case, after all other distributions are
made on the Notes.
I. FINAL SCHEDULED PAYMENT DATES
The trust is required to pay the outstanding principal amount of each class
of notes in full on or before the related final scheduled payment date
specified on the first page of this term sheet.
J. OPTIONAL REDEMPTION; CLEAN-UP CALL
The servicer may redeem the Class A Notes in whole, but not in part, at a
price at least equal to the unpaid principal amount of those notes plus any
accrued and unpaid interest thereon and any amounts due to Toyota Motor
Credit Corporation under the revolving liquidity note, on any payment date
when the outstanding principal balance of the receivables has declined to
10% or less of the principal balance of the receivables as of the cutoff
date.
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MINIMUM DENOMINATIONS
The notes will be issued only in denominations of $1,000 or more.
REGISTRATION OF THE SECURITIES
Interests in the notes will be held through The Depository Trust Company in
the United States, or Clearstream or the Euroclear System in Europe or
Asia. This is referred to as book-entry registration. You will not receive
a definitive note except under limited circumstances.
We expect the notes to be delivered through The Depository Trust Company,
Clearstream and the Euroclear System on or about March 27, 2002.
TAX STATUS
Subject to important considerations described in the prospectus supplement
and prospectus, O'Melveny & Myers LLP, special tax counsel to the trust,
will deliver its opinion that the Class A-2, Class A-3A, Class A-3B and
Class A-4 Notes will be characterized as debt for federal income tax
purposes and that the trust will not be characterized as an association or
a publicly traded partnership taxable as a corporation for federal income
and California income and franchise tax purposes.
If you purchase the notes, you will agree to treat the notes as debt
instruments.
ERISA CONSIDERATIONS
Subject to the important considerations described in the prospectus
supplement and prospectus, the notes generally are eligible for purchase by
employee benefit plans.
If you are a benefit plan fiduciary considering the purchase of notes, you
should consult with your counsel in determining whether all required
conditions have been satisfied.
RATINGS
It is a condition to the issuance of the securities that the Class A-2,
Class A-3A, Class A-3B and Class A-4 Notes be rated "AAA" by S&P, and "Aaa"
by Moody's.
A security rating is not a recommendation to buy, sell or hold notes. The
ratings of the notes address the likelihood of the payment of principal and
interest on the notes in accordance with their terms. A rating agency may
subsequently lower or withdraw its rating of any class of notes. If this
happens, no person or entity will be obligated to provide any additional
credit enhancement for the notes.
The trust will obtain the ratings mentioned above from S&P and Moody's.
However, another rating agency may rate the notes and, if so, may assign
ratings lower than the ratings obtained by the trust.
RISK FACTORS
Investment in the notes is subject to various risks, many of which will be
described under the caption "Risk Factors" in the final prospectus
supplement and prospectus relating to the notes, each of which should be
read carefully in connection with any decision to invest in the notes.
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THE RECEIVABLES POOL
The receivables are required to meet certain selection criteria as of the
cutoff date. Pursuant to such criteria, each receivable: (i) was, at the time of
origination, secured by a new or used automobile or light duty truck; (ii) was
originated in the United States; (iii) provides for scheduled monthly payments
that fully amortize the amount financed by such receivable over its original
term (except for minimally different payments in the first or last month in the
life of the receivable); (iv) had an original number of scheduled payments of
not less than 12 and not more than 72 and, as of the cutoff date, had a
remaining number of scheduled payments of not less than 4 and not more than 72;
(v) provides for the payment of a finance charge at an annual percentage rate
ranging from 0.00% to 10.00%; (vi) does not have a payment that is more than 30
days past due as of the cutoff date; (vii) is not a receivable as to which
payments ahead of more than 6 scheduled payments have been received from or on
behalf of the related obligor; (viii) is being serviced by TMCC; (ix) to the
best knowledge of the seller, is not due from any obligor who is presently the
subject of a bankruptcy proceeding or is bankrupt or insolvent; (x) does not
relate to a vehicle that has been repossessed without reinstatement as of the
cutoff date; (xi) does not relate to a vehicle as to which insurance has been
force-placed as of the cutoff date; (xii) as of the cutoff date had a remaining
principal balance of not less than $250.00 and not more than $60,000.00; and
(xiii) as to which the related obligor is not an employee of TMCC or any of its
affiliates. TMCC does not originate retail installment sales contracts in
Hawaii, and retail installment sales contracts originated in Maine, Maryland,
Tennessee or Texas, or those originated by a subsidiary of TMCC operating in
Puerto Rico, will not be included in the trust. No selection procedures believed
by the seller to be adverse to noteholders have been used in selecting the
receivables.
As of the cutoff date, the average principal balance of the receivables was
approximately $15,971. Based on the addresses of the originating dealers, the
receivables have been originated in 45 states. Except in the case of any breach
of representations and warranties by the related dealer, the receivables
generally do not provide for recourse against the originating dealer. By
aggregate principal balance as of the cutoff date, approximately 0.33% of the
receivables constitute precomputed receivables and approximately 99.67% of the
receivables constitute simple interest receivables. By aggregate principal
balance as of the cutoff date and by number of receivables as of the cutoff
date, respectively, approximately 80.00% (by aggregate principal balance) and
78.72% (by number of receivables as of the cutoff date) of the receivables
relate to new vehicles financed by TMCC. The remaining 20.00% and 21.28%,
respectively, represent used vehicles financed by TMCC. Approximately 97.39% of
the aggregate principal balance of the receivables as of the cutoff date
represent financing of vehicles manufactured or distributed by Toyota Motor
Corporation or its affiliates.
8
The composition, distribution by annual percentage rate and geographic
distribution of the receivables as of the cutoff date are as set forth in the
following
COMPOSITION OF THE RECEIVABLES
Total Cutoff Date Principal Balance........................... $ 1,549,070,312
Number of Receivables......................................... 96,990
Average Cutoff Date Principal Balance......................... $15,971
Range of Cutoff Date Principal Balances..................... $297-$59,896
Average Original Amount Financed.............................. $19,861
Range of Original Amount Financed........................... $1,595-$122,693
Weighted Average APR(1)....................................... 5.51%
Range of APRs............................................... 0.00%-10.00%
Weighted Average Original Number of Scheduled Payments(1)..... 57.47
Range of Original Number of Scheduled Payments.............. 12-72
Weighted Average Remaining Number of Scheduled Payments(1).... 48.29
Range of Remaining Number of Scheduled Payments............. 4-72
- --------------
(1) Weighted by Principal Balance as of the Cutoff
Date.
DISTRIBUTION OF THE RECEIVABLES BY APR
PERCENTAGE OF
PERCENTAGE OF CUTOFF DATE
NUMBER OF TOTAL NUMBER CUTOFF DATE PRINCIPAL
RANGE OF APRS RECEIVABLES OF RECEIVABLES PRINCIPAL BALANCE BALANCE
- ---------------- ----------------- ----------------- --------------------- -----------------
0.00% - 0.99%............... 7,808 8.05% $ 109,969,548.98 7.10%
1.00% - 1.99%............... 1,788 1.84 25,056,842.16 1.62
2.00% - 2.99%............... 3,309 3.41 50,028,225.03 3.23
3.00% - 3.99%............... 12,266 12.65 221,394,863.64 14.29
4.00% - 4.99%............... 13,335 13.75 217,641,597.34 14.05
5.00% - 5.99%............... 15,876 16.37 262,434,807.20 16.94
6.00% - 6.99%............... 18,997 19.59 297,883,264.93 19.23
7.00% - 7.99%............... 12,659 13.05 196,116,113.65 12.66
8.00% - 8.99%............... 6,469 6.67 99,062,557.63 6.39
9.00% - 9.99%............... 3,980 4.10 61,238,246.74 3.95
10.00% - 10.99%............. 503 0.52 8,244,244.95 0.53
----------------- ----------------- --------------------- -----------------
TOTAL(1) 96,990 100.00% $1,549,070,312.25 100.00%
================= ================= ===================== =================
- --------------
(1) Percentages may not add to 100% due to rounding.
9
DISTRIBUTION OF RECEIVABLES BY STATE(1)
PERCENTAGE
OF TOTAL PERCENTAGE OF
NUMBER OF NUMBER OF CUTOFF DATE CUTOFF DATE
STATE RECEIVABLES RECEIVABLES PRINCIPAL BALANCE PRINCIPAL BALANCE
- ---------------------------------------------------------------------------------------------------------------------
Alabama.......................... 139 0.14% $ 3,606,359.48 0.23%
Alaska........................... 130 0.13 2,257,048.84 0.15
Arizona.......................... 1,706 1.76 30,442,543.40 1.97
Arkansas......................... 1,798 1.85 31,442,874.49 2.03
California....................... 28,701 29.59 470,665,850.04 30.38
Colorado......................... 1,918 1.98 33,840,619.89 2.18
Connecticut...................... 2,110 2.18 31,841,033.33 2.06
Delaware......................... 345 0.36 5,436,110.22 0.35
Florida.......................... 545 0.56 12,898,256.18 0.83
Georgia.......................... 303 0.31 8,064,704.31 0.52
Idaho............................ 499 0.51 7,369,600.12 0.48
Illinois......................... 5,010 5.17 79,225,392.03 5.11
Indiana.......................... 1,346 1.39 21,849,780.26 1.41
Iowa............................. 593 0.61 9,381,122.24 0.61
Kansas........................... 956 0.99 15,222,517.37 0.98
Kentucky......................... 1,253 1.29 19,414,196.77 1.25
Louisiana........................ 2,399 2.47 40,002,282.19 2.58
Massachusetts.................... 3,532 3.64 50,908,443.85 3.29
Michigan......................... 1,577 1.63 25,257,526.81 1.63
Minnesota........................ 1,347 1.39 22,380,603.08 1.44
Mississippi...................... 691 0.71 11,898,291.98 0.77
Missouri......................... 2,294 2.37 35,068,530.54 2.26
Montana.......................... 196 0.20 2,851,073.77 0.18
Nebraska......................... 420 0.43 6,912,711.59 0.45
Nevada........................... 869 0.90 16,056,401.17 1.04
New Hampshire.................... 953 0.98 12,750,997.04 0.82
New Jersey....................... 5,445 5.61 82,869,467.33 5.35
New Mexico....................... 561 0.58 9,115,132.81 0.59
New York......................... 6,865 7.08 100,134,039.93 6.46
North Carolina................... 249 0.26 6,010,664.54 0.39
North Dakota..................... 76 0.08 1,244,294.73 0.08
Ohio............................. 3,184 3.28 47,165,647.98 3.04
Oklahoma......................... 1,016 1.05 18,006,783.09 1.16
Oregon........................... 1,931 1.99 28,129,303.60 1.82
Pennsylvania..................... 5,127 5.29 76,707,625.35 4.95
Rhode Island..................... 360 0.37 4,838,586.52 0.31
South Carolina................... 92 0.09 2,095,011.85 0.14
South Dakota..................... 127 0.13 2,074,824.43 0.13
Utah............................. 505 0.52 8,317,093.45 0.54
Vermont.......................... 282 0.29 3,743,600.24 0.24
Virginia......................... 4,764 4.91 77,675,824.55 5.01
Washington....................... 2,983 3.08 46,739,670.82 3.02
West Virginia.................... 432 0.45 6,776,291.43 0.44
Wisconsin........................ 1,257 1.30 18,755,563.87 1.21
Wyoming.......................... 104 0.11 1,626,014.74 0.10
----------------------------------------------------------------------------
TOTAL(2) 96,990 100.00% $ 1,549,070,312.25 100.00%
============================================================================
Number of States Represented..... 45
- --------------
(1) Based solely on the addresses of the originating dealers.
(2) Percentages may not add to 100% due to rounding.
10
DELINQUENCIES, REPOSSESSIONS AND NET LOSSES
Set forth below is certain information concerning TMCC's experience with
respect to its portfolio of new and used automobile and light duty truck retail
installment sales contracts which it has funded and is servicing, including
contracts that have been securitized.
The data presented in the following tables are for illustrative purposes
only. There is no assurance that TMCC's delinquency, credit loss and
repossession experience with respect to automobile and light duty truck retail
installment sales contracts in the future, or the experience of the Trust with
respect to the receivables, will be similar to that set forth below. Contracts
funded and serviced by TMCC have experienced significantly increased delinquency
rates during the preceding 24 months. Repossession and credit loss experience
with respect to such contracts have also increased during the same period.
Increased delinquency and credit losses are a result of a number of factors,
including the effects of TMCC's field restructuring, which has disrupted normal
collection activities, increased average losses per vehicle resulting from the
softening used car market, and continued economic uncertainty. While the
physical migration of resources relating to the restructuring of field
operations is substantially complete, TMCC continues to review and refine
current processes and deploy additional resources and technology in an effort to
improve operating efficiencies and minimize the disruption of operations;
however, the restructuring of field operations has adversely affected, and is
expected to continue to adversely affect delinquencies and credit losses, at
least through the first half of fiscal 2004. Continued economic uncertainty
could also continue to adversely affect delinquencies and credit losses in the
near term. In addition, increased delinquencies and credit losses can be
attributed in part to changes in portfolio quality in connection with the
national tiered pricing program. Under the national tiered pricing program, TMCC
generally will acquire contracts with higher yields to compensate for the
potential increase in credit losses. TMCC has also experienced a general
increase in the average original contract term of retail installment sales
contracts. Longer term contracts historically experience higher credit losses.
The percentages in the tables below have not been adjusted to eliminate the
effect of the growth of TMCC's portfolio. Accordingly, the delinquency,
repossession and net loss percentages would be expected to be higher than those
shown for any group of receivables that are isolated for any period or periods
of time and the delinquency, repossession and net loss data measured the
activity only for that isolated group over the periods indicated, as will be the
case for the receivables. If the credit losses on the receivables included in
the trust are greater than the historical credit loss experience listed below,
the yield to holders of the Class A Notes could be adversely affected. In
addition, most of the contracts included in the Series 2003-A pool will have
been originated under the tiered pricing program, which was launched nationally
in fiscal 2000, and may be expected to perform differently than has TMCC's
entire portfolio during the periods described in the following tables.
HISTORICAL DELINQUENCY EXPERIENCE(1), (2)
AT DECEMBER 31, AT MARCH 31, AT SEPTEMBER 30,
--------------- ---------------------- ------------------------------------
2002 2002 2001 2000 1999 1998
--------------- ---------- ---------- ---------- ---------- ----------
Outstanding Contracts(3).... 1,510,154 1,309,041 1,023,280 948,004 782,832 679,575
Delinquencies as a Percentage of
Contracts Outstanding(4)
30 - 59 days.............. 2.23% 1.96% 1.71% 1.82% 1.33% 1.32%
60 - 89 days.............. 0.54% 0.38% 0.15% 0.19% 0.10% 0.11%
Over 89 days.............. 0.43% 0.32% 0.11% 0.09% 0.07% 0.11%
- --------------
(1) In fiscal year 2000, TMCC changed its year-end from September 30 to March
31. However, historical delinquency data from 1998 through 2000 is reported
as of each September 30 fiscal year end. Historical delinquency data
covering the six month period beginning October 1, 2000 and ending March
31, 2001 will cover only that six-month transitional period. After April 1,
2002, all subsequent disclosure of historical year-end delinquency data
will be as of the preceding March 31.
(2) The historical delinquency data reported in this table includes all retail
installment sales contracts originated by TMCC, including those originated
in Maine, Maryland, Tennessee and Texas and those originated by a
subsidiary of TMCC operating in Puerto Rico. Retail installment sales
contracts originated in Maine, Maryland, Tennessee and Texas and those
originated by a subsidiary of TMCC operating in Puerto Rico will not be
included in the Series 2003-A pool.
(3) Number of contracts outstanding at end of period.
(4) The period of delinquency is based on the number of days payments are
contractually past due. A payment is deemed to be past due if less than 90%
of such payment is made on the related payment date.
11
NET LOSS AND REPOSSESSION EXPERIENCE(1), (2)
(DOLLARS IN THOUSANDS)
FOR THE NINE FOR THE FISCAL FOR THE SIX
MONTHS ENDED YEAR ENDED MONTHS ENDED FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
DECEMBER 31, MARCH 31, MARCH 31, -----------------------------------------
2002 2002 2001 2000 1999 1998
----------- ----------- ----------- ----------- ---------- ----------
Principal Amount
Outstanding(3) $21,027,197 $17,773,351 $12,891,924 $11,984,915 $9,699,078 $8,075,636
Average Principal Amount
Outstanding(4) $19,400,274 $15,332,638 $12,438,420 $10,841,997 $8,887,357 $7,435,425
Number of Contracts
Outstanding 1,510,154 1,309,041 1,023,280 948,004 782,832 679,575
Average Number of
Contracts Outstanding(4) 1,409,598 1,166,161 985,642 865,418 731,204 645,289
Number of Repossessions(5) 20,840 18,887 7,693 11,449 9,930 10,906
Number of Repossessions as
a Percent of the Number of
Contracts Outstanding 1.84%(8) 1.44% 1.50%(8) 1.21% 1.27% 1.60%
Number of Repossessions as
a Percent of the Average
Number of Contracts Outstanding 1.97%(8) 1.62% 1.56%(8) 1.32% 1.36% 1.69%
Gross Charge-Offs(6) $125,847 $110,466 $38,748 $54,621 $49,942 $56,956
Recoveries(7) $14,519 $11,722 $4,690 $8,487 $8,060 $7,898
Net Losses $111,328 $98,744 $34,058 $46,134 $41,882 $49,058
Net Losses as a Percentage
of Principal Amount
Outstanding 0.71%(8) 0.56% 0.53%(8) 0.38% 0.43% 0.61%
Net Losses as a Percentage of
Average Principal Amount
Outstanding 0.77%(8) 0.64% 0.55%(8) 0.43% 0.47% 0.66%
- --------------
(1) In fiscal year 2000, TMCC changed its year-end from September 30 to March
31. However, historical net loss and repossession data from 1998 through
2000 is reported as of each September 30 fiscal year end. Historical net
loss and repossession data covering the six month period beginning October
1, 2000 and ending March 31, 2001 will cover only that six-month
transitional period. After April 1, 2002, all subsequent disclosure of
historical year-end net loss and repossession data will be as of the
preceding March 31.
(2) The historical net loss and repossession data reported in this table
includes all retail installment sales contracts originated by TMCC,
including those originated in Maine, Maryland, Tennessee and Texas and
those originated by a subsidiary of TMCC operating in Puerto Rico. Retail
installment sales contracts originated in Maine, Maryland, Tennessee and
Texas and those originated by a subsidiary of TMCC operating in Puerto Rico
will not be included in the Series 2003-A pool.
(3) Principal Amount Outstanding includes payoff amount for simple interest
contracts and net principal amount for precomputed contracts and
unamortized dealer reserve for all contracts.
(4) Average of the principal amount or number of contracts outstanding as of
the beginning and end of the indicated periods.
(5) Includes bankrupt repossessions but excludes bankruptcies.
(6) Amount charged off is the net remaining principal balance, including earned
but not yet received finance charges, repossession expenses and unpaid
extension fees, less any proceeds from the liquidation of the related
vehicle. Also includes dealer reserve charge-offs.
(7) Includes all recoveries from post-disposition monies received on previously
charged-off contracts including any proceeds from the liquidation of the
related vehicle after the related charge-off. Also includes recoveries for
dealer reserve charge-offs and dealer reserve chargebacks.
(8) Annualized on the basis of the fiscal year ends determined as described in
note (1) above.
WEIGHTED AVERAGE LIVES OF THE NOTES
Prepayments on automotive receivables can be measured relative to a
prepayment standard or model. The model used in this term sheet, the Absolute
Prepayment Model ("ABS"), represents an assumed rate of prepayment each month
relative to the original number of receivables in a pool of receivables. ABS
further assumes that all the receivables in such a pool are the same size and
amortize at the same rate and that each such receivable will, in each
12
month of its life, either be paid as scheduled or be prepaid in full. For
example, in a pool of receivables originally containing 10,000 receivables, a 1%
ABS rate means that 100 receivables prepay each month. ABS does not purport to
be an historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any pool of receivables, including the
receivables.
As the rate of payment of principal of each class of notes will depend on
the rate of payment (including prepayments) of the principal balance of the
receivables, final payment of any class of notes could occur significantly
earlier than the respective final scheduled payment date for such class.
Reinvestment risk associated with early payment of the notes of any class will
be borne exclusively by the holders of such notes.
The table captioned "Percent of Initial Note Principal Amount at Various
ABS Percentages" (the "ABS Table") has been prepared on the basis of the
characteristics of the receivables described above. The ABS Table assumes that
(i) the receivables prepay in full at the specified constant percentage of ABS
monthly, with no defaults, losses or repurchases, (ii) each scheduled monthly
payment on each receivable is scheduled to be made and is made on the last day
of each month commencing March 30, 2003 and each month has 30 days, (iii) the
notes are issued on March 27, 2003 and payments are made on the notes on each
payment date (and each such date is assumed to be the fifteenth day of each
applicable month), (iv) the balance in the reserve account on each payment date
is the required amount described in the summary under "H. Revolving Liquidity
Note and Reserve Account", if applicable, (v) except as otherwise indicated, the
servicer exercises its option to purchase the receivables on the earliest
payment date on which such option may be exercised, (vi) there is no swap
termination or other event resulting in the acceleration of the Class A Notes,
and (vii) the net of swap payments from the Trust to the Swap Counterparty and
swap payments from the Swap Counterparty to the Trust is zero. The hypothetical
pools each have an assumed cutoff date of March 1, 2003. The ABS Table indicates
the projected weighted average life of each class of notes and sets forth the
percent of the initial principal amount of each class of notes that is projected
to be outstanding after each of the payment dates shown at various constant ABS
percentages.
The ABS Table also assumes that the receivables have been aggregated into
hypothetical pools with all of the receivables within each such pool having the
following characteristics and that the level scheduled monthly payment for each
of the pools (which is based on its aggregate principal balance, APR, original
term to maturity and remaining term to maturity as of the assumed cutoff date)
will be such that each pool will be fully amortized by the end of its remaining
term to maturity.
REMAINING ORIGINAL
AGGREGATE TERM TO TERM TO
NUMBER OF PRINCIPAL MATURITY MATURITY
POOL RECEIVABLES BALANCE APR (%) (IN MONTHS) (IN MONTHS)
- ---- ----------- ------- ------- ----------- -----------
1................... 3,505 $ 10,110,346.77 5.968 8 48
2................... 3,068 19,223,597.24 4.890 15 43
3................... 6,798 71,156,030.02 1.796 21 38
4................... 4,726 53,244,103.66 4.552 27 42
5................... 8,285 118,621,522.72 2.968 33 41
6................... 7,648 106,396,590.99 5.921 39 55
7................... 12,626 198,374,079.30 5.867 45 57
8................... 18,352 326,210,429.65 6.002 51 60
9................... 23,770 462,847,372.70 5.620 56 61
10.................. 4,633 101,358,376.23 6.725 62 69
11.................. 3,474 78,983,589.39 7.582 68 72
12.................. 105 2,544,273.58 7.527 72 72
------ -----------------
96,990 $1,549,070,312.25
====== =================
The actual characteristics and performance of the receivables will differ
from the assumptions used in constructing the ABS Table. The assumptions used
are hypothetical and have been provided only to give a general sense of how the
principal cash flows might behave under varying prepayment scenarios. For
example, it is very unlikely that the receivables will prepay at a constant
level of ABS until maturity or that all of the receivables will prepay at the
same level of ABS. Moreover, the diverse terms of receivables within each of the
hypothetical pools could produce slower or faster principal distributions than
indicated in the ABS Table at the various constant percentages of ABS specified,
even if the original and remaining terms to maturity of the receivables are as
assumed. Any difference between such assumptions and the actual characteristics
and performance of the receivables, or actual prepayment experience, will affect
the percentages of initial amounts outstanding over time and the weighted
average lives of each class of notes.
13
Percent of Initial Note Principal Amount at Various ABS Percentages
CLASS A-2 NOTES CLASS A-3A NOTES
--------------- ----------------
PAYMENT DATE 0.50% 1.00% 1.50% 1.80% 0.50% 1.00% 1.50% 1.80%
------------ ----- ----- ----- ----- ----- ----- ----- -----
3/27/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
4/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
5/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
6/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
7/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
8/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
9/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
10/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
11/15/03 100.00 100.00 96.98 86.00 100.00 100.00 100.00 100.00
12/15/03 100.00 100.00 84.30 72.31 100.00 100.00 100.00 100.00
1/15/04 100.00 91.64 71.90 58.96 100.00 100.00 100.00 100.00
2/15/04 99.93 80.86 59.77 45.96 100.00 100.00 100.00 100.00
3/15/04 90.44 70.24 47.92 33.33 100.00 100.00 100.00 100.00
4/15/04 81.00 59.77 36.35 21.04 100.00 100.00 100.00 100.00
5/15/04 71.62 49.47 25.05 9.12 100.00 100.00 100.00 100.00
6/15/04 62.30 39.32 14.03 0.00 100.00 100.00 100.00 98.13
7/15/04 53.34 29.60 3.50 0.00 100.00 100.00 100.00 89.65
8/15/04 44.43 20.04 0.00 0.00 100.00 100.00 94.81 81.44
9/15/04 35.58 10.63 0.00 0.00 100.00 100.00 87.14 73.49
10/15/04 26.79 1.38 0.00 0.00 100.00 100.00 79.69 65.80
11/15/04 18.05 0.00 0.00 0.00 100.00 94.09 72.44 58.38
12/15/04 9.37 0.00 0.00 0.00 100.00 87.24 65.40 51.24
1/15/05 1.52 0.00 0.00 0.00 100.00 81.00 58.95 44.65
2/15/05 0.00 0.00 0.00 0.00 95.18 74.88 52.68 38.30
3/15/05 0.00 0.00 0.00 0.00 89.23 68.87 46.60 32.20
4/15/05 0.00 0.00 0.00 0.00 83.33 62.96 40.72 26.33
5/15/05 0.00 0.00 0.00 0.00 77.46 57.17 35.02 20.71
6/15/05 0.00 0.00 0.00 0.00 71.63 51.49 29.52 15.33
7/15/05 0.00 0.00 0.00 0.00 66.18 46.19 24.39 10.32
8/15/05 0.00 0.00 0.00 0.00 60.78 41.00 19.45 5.55
9/15/05 0.00 0.00 0.00 0.00 55.40 35.91 14.68 1.00
10/15/05 0.00 0.00 0.00 0.00 50.07 30.93 10.10 0.00
11/15/05 0.00 0.00 0.00 0.00 44.77 26.05 5.71 0.00
12/15/05 0.00 0.00 0.00 0.00 39.51 21.28 1.49 0.00
1/15/06 0.00 0.00 0.00 0.00 34.89 17.09 0.00 0.00
2/15/06 0.00 0.00 0.00 0.00 30.31 12.99 0.00 0.00
3/15/06 0.00 0.00 0.00 0.00 25.75 8.98 0.00 0.00
4/15/06 0.00 0.00 0.00 0.00 21.23 5.07 0.00 0.00
5/15/06 0.00 0.00 0.00 0.00 16.74 1.25 0.00 0.00
6/15/06 0.00 0.00 0.00 0.00 12.29 0.00 0.00 0.00
7/15/06 0.00 0.00 0.00 0.00 8.32 0.00 0.00 0.00
8/15/06 0.00 0.00 0.00 0.00 4.39 0.00 0.00 0.00
9/15/06 0.00 0.00 0.00 0.00 0.49 0.00 0.00 0.00
10/15/06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
11/15/06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
12/15/06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
1/15/07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Weighted Average
Life (Years) (1) 1.38 1.18 1.00 0.91 2.62 2.32 2.00 1.81
Weighted Average
Life (Years)(1)(2) 1.38 1.18 1.00 0.91 2.62 2.32 2.00 1.81
CLASS A-3B NOTES CLASS A-4 NOTES
---------------- ---------------
PAYMENT DATE 0.50% 1.00% 1.50% 1.80% 0.50% 1.00% 1.50% 1.80%
------------ ----- ----- ----- ----- ----- ----- ----- -----
3/27/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
4/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
5/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
6/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
7/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
8/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
9/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
10/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
11/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
12/15/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
1/15/04 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
2/15/04 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
3/15/04 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
4/15/04 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
5/15/04 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
6/15/04 100.00 100.00 100.00 98.13 100.00 100.00 100.00 100.00
7/15/04 100.00 100.00 100.00 89.65 100.00 100.00 100.00 100.00
8/15/04 100.00 100.00 94.81 81.44 100.00 100.00 100.00 100.00
9/15/04 100.00 100.00 87.14 73.49 100.00 100.00 100.00 100.00
10/15/04 100.00 100.00 79.69 65.80 100.00 100.00 100.00 100.00
11/15/04 100.00 94.09 72.44 58.38 100.00 100.00 100.00 100.00
12/15/04 100.00 87.24 65.40 51.24 100.00 100.00 100.00 100.00
1/15/05 100.00 81.00 58.95 44.65 100.00 100.00 100.00 100.00
2/15/05 95.18 74.88 52.68 38.30 100.00 100.00 100.00 100.00
3/15/05 89.23 68.87 46.60 32.20 100.00 100.00 100.00 100.00
4/15/05 83.33 62.96 40.72 26.33 100.00 100.00 100.00 100.00
5/15/05 77.46 57.17 35.02 20.71 100.00 100.00 100.00 100.00
6/15/05 71.63 51.49 29.52 15.33 100.00 100.00 100.00 100.00
7/15/05 66.18 46.19 24.39 10.32 100.00 100.00 100.00 100.00
8/15/05 60.78 41.00 19.45 5.55 100.00 100.00 100.00 100.00
9/15/05 55.40 35.91 14.68 1.00 100.00 100.00 100.00 100.00
10/15/05 50.07 30.93 10.10 0.00 100.00 100.00 100.00 92.13
11/15/05 44.77 26.05 5.71 0.00 100.00 100.00 100.00 82.44
12/15/05 39.51 21.28 1.49 0.00 100.00 100.00 100.00 73.32
1/15/06 34.89 17.09 0.00 0.00 100.00 100.00 94.72 0.00
2/15/06 30.31 12.99 0.00 0.00 100.00 100.00 86.28 0.00
3/15/06 25.75 8.98 0.00 0.00 100.00 100.00 78.23 0.00
4/15/06 21.23 5.07 0.00 0.00 100.00 100.00 0.00 0.00
5/15/06 16.74 1.25 0.00 0.00 100.00 100.00 0.00 0.00
6/15/06 12.29 0.00 0.00 0.00 100.00 94.15 0.00 0.00
7/15/06 8.32 0.00 0.00 0.00 100.00 86.29 0.00 0.00
8/15/06 4.39 0.00 0.00 0.00 100.00 78.64 0.00 0.00
9/15/06 0.49 0.00 0.00 0.00 100.00 0.00 0.00 0.00
10/15/06 0.00 0.00 0.00 0.00 91.97 0.00 0.00 0.00
11/15/06 0.00 0.00 0.00 0.00 82.86 0.00 0.00 0.00
12/15/06 0.00 0.00 0.00 0.00 73.81 0.00 0.00 0.00
1/15/07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Weighted Average
Life (Years) (1) 2.62 2.32 2.00 1.81 3.76 3.43 3.02 2.76
Weighted Average
Life (Years)(1)(2) 2.62 2.32 2.00 1.81 4.11 3.86 3.44 3.10
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(1) The weighted average life of a note is determined by (x) multiplying the
amount of each principal payment on a note by the number of years from the
date of issuance of the note to the related payment date, (y) adding the
results and (z) dividing the sum by the original principal amount of the
note.
(2) This calculation assumes that the servicer does not exercise its option to
purchase the receivables.
The foregoing table has been prepared on the basis of the assumptions
described above under "Weighted Average Lives of the Notes" (including the
assumptions regarding the characteristics and performance of the receivables,
which will differ from the actual characteristics and performance of the
receivables), and should be read in conjunction therewith.
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