UNITED STATES SECURITIES AND EXCHANGE COMMISSION PRIVATE
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended March 31, 2003
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file numbers: 333-74872 and 333-74872-01
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TOYOTA AUTO RECEIVABLES 2002-B OWNER TRUST
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(Exact name of registrant as specified in its charter)
California 95-4836519
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
Toyota Auto Finance Receivables LLC
19300 Gramercy Place, North Building
Torrance, California 90509
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 468-7333
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Securities registered pursuant to section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes No X
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The registrant is a trust with no voting securities outstanding.
Exhibit Index is on Page 7.
Page 1 of 7
This Annual Report on Form 10-K is filed by Toyota Motor Credit Corporation
("TMCC") on behalf of the Toyota Auto Receivables 2002-B Owner Trust (the
"Trust") pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended. This Annual Report on Form 10-K omits responses or responds in a
modified fashion to certain Items required by Form 10-K in accordance with the
responses of the Office of Chief Counsel, Division of Corporation Finance of
the Securities and Exchange Commission, contained in a letter dated
November 5, 1993 and made orally to TMCC's counsel in response to TMCC's
requests for exemptive relief from such reporting requirements.
PART I
ITEM 1. BUSINESS.
Omitted.
ITEM 2. PROPERTIES.
The Trust was created pursuant to a Trust Agreement dated as of April 19, 2002,
between Toyota Auto Finance Receivables LLC ("TAFR LLC") as depositor (the
"Depositor") and U.S. Bank Trust National Association, as owner trustee (the
"Owner Trustee"), as amended and restated by an Amended and Restated Trust
Agreement dated as of May 1, 2002, among the Depositor and U.S. Bank Trust
National Association, as owner trustee. Pursuant to an Indenture executed in
conjunction with the Agreement, the Trust issued asset-backed notes (the
"Notes") secured by the assets of the Trust. The Indenture Trustee is The Bank
of New York. The Notes consist of four classes of senior notes (the "Class A-1
1.91375% Notes", "Class A-2 2.79% Notes", "Class A-3 3.76% Notes" and "Class A-
4 4.39% Notes"). Only the Class A-2, Class A-3 and Class A-4 Notes were
registered and publicly offered and sold. The Trust also issued a fractional
undivided interest in certificated form (the "Subordinated Seller's Interest").
The Subordinated Seller's Interest was retained by the Seller.
The assets of the Trust primarily include a pool of retail installment sales
contracts (the "Receivables"), secured by new and used Toyota and Lexus and
other vehicles. The Trust's business activities include acquiring and holding
the assets of the Trust, issuing the Notes and distributing proceeds to the
Note holders.
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ITEM 2. PROPERTIES. (continued)
The following tables set forth information relating to Trust asset delinquency
as of March 31, 2003 and net losses for the period from April 1, 2002 through
March 31, 2003:
March 31, 2003
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Aggregate
Contracts Balances
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Delinquent Contracts:
(i) 31-60 Days Delinquent 678 $9,992,185
(ii) 61-90 Days Delinquent 132 $1,986,186
(iii) Over 90 Days Delinquent 178 $2,582,023
March 31, 2003
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% of % of
Aggregate
Contracts Balances
Outstanding Outstanding
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Delinquency Rates:
(i) 31-60 Days Delinquent 0.85% 0.99%
(ii) 61-90 Days Delinquent 0.16% 0.20%
(iii) Over 90 Days Delinquent 0.22% 0.26%
Period Ending
March 31, 2003
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Contracts Amount
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Aggregate Net Losses: 354 $2,156,055
Reimbursed Credit Losses: $2,156,055
ITEM 3. LEGAL PROCEEDINGS.
There is nothing to report with regard to this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There is nothing to report with regard to this item.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The holder of record of all offered Notes as of March 31, 2003, was Cede & Co.,
the nominee of The Depository Trust Company ("DTC") in the United States.
Direct participants active in the DTC system include the Euroclear System,
Clearstream Banking, societe anonyme, and securities brokers and dealers,
banks, trust companies and clearing corporations. Sixty-six DTC participants
hold the offered Notes as of the date hereof. The Notes are not listed on any
securities exchange.
The Toyota Auto Receivables 2002-B Owner Trust issued and publicly offered the
following three classes of securities covered by Registration Statement
Nos. 333-74872 and 333-74872-01 (declared effective January 11, 2002):
$387,000,000 aggregate principal amount of 2.79% Asset Backed Notes, Class A-2,
$457,000,000 aggregate principal amount of 3.76% Asset Backed Notes, Class A-3,
$264,000,000 aggregate principal amount of 4.39% Asset Backed Notes, Class A-4
pursuant to the Indenture. The aggregate offering prices of Class A-2, Class
A-3, and Class A-4 Notes, expenses incurred and underwriting discounts, fees
and commissions paid by the issuer through the date hereof (all of which were
paid to unaffiliated third party service providers) are all as disclosed in the
related Prospectus and Registration Statement.
Subject to the terms and conditions of the Underwriting Agreement relating to
the offered Notes, TAFR LLC sold the principal amount of the offered Notes to
Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Bank of America Securities LLC, Guzman & Company, J.P. Morgan
Securities, Inc., Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc.,
and The Williams Capital Group, L.P. The offering has terminated and all of
the Notes have been sold.
The net proceeds received by TAFR LLC from the sale of the Notes was used to
purchase the Receivables from TMCC pursuant to the Receivables Purchase
Agreement.
ITEM 6. SELECTED FINANCIAL DATA.
Omitted.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Omitted.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Omitted.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Omitted.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There is nothing to report with regard to this item.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Omitted.
ITEM 11. EXECUTIVE COMPENSATION.
Omitted.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Omitted.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Omitted.
ITEM 14. CONTROLS AND PROCEDURES
Omitted.
ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Omitted.
PART IV
ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Exhibits
The exhibits listed on the accompanying Exhibit Index, page 8, are filed as
part of this Report.
(b) Reports on Form 8-K
The following reports on Form 8-K contain monthly Servicer's Certificates
prepared by TMCC and were filed during the year ended March 31, 2003:
Date of Report
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June 28, 2002
July 31, 2002
August 30, 2002
September 30, 2002
October 31, 2002
November 29, 2002
December 31, 2002
January 31, 2003
February 28, 2003
March 31, 2003
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TOYOTA AUTO RECEIVABLES 2002-B OWNER TRUST
BY: TOYOTA MOTOR CREDIT CORPORATION,
AS SERVICER
Date: June 20, 2003 By: /S/ GEORGE E. BORST
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George E. Borst
President and
Chief Executive Officer
(Principal Executive Officer)
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Note holders during the period covered by this report
and the registrant does not intend to furnish such materials to Note holders
subsequent to the filing of this report.
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Certification
I, George Borst, 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 Toyota Auto
Receivables 2002-B 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: June 20, 2003
/s/ George Borst
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George Borst
President and
Chief Executive Officer
Toyota Motor Credit Corporation
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EXHIBIT INDEX
Exhibit Method
Number Description of Filing
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20(a) Report of Independent Accountants on Compliance Filed
with Specified Retail Receivable Servicing Standards Herewith
and Related Exhibits
20(b) Annual Statements as to Compliance Filed
Herewith
20(c) Aggregate Monthly Report Information Filed
Herewith
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