ITEM 1. BUSINESS.
Omitted.
ITEM 2.
ITEM 2. PROPERTIES.
The Trust was created pursuant to a Trust Agreement dated as of July 18, 2003, 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 September 1, 2003, 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 1.12% Asset Backed Notes", "Class A-2 1.43% Asset Backed Notes", "Class A-3 Floating Rate Asset Backed Notes" and "Class A-4 2.79% Asset Backed 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 Trust entered into a swap agreement with TMCC to hedge floating interest rate exposure to the Trust. The swap agreement enabled the Trust to issue securities that bear interest on a basis different from that of the receivables held by the Trust.
The assets of the Trust primarily include a pool of retail installment sales contracts (the "Receivables"), secured by new and used Toyota, 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.
ITEM 2. PROPERTIES. (continued)
The following tables set forth information relating to Trust asset delinquency as of March 31, 2004 and net losses for the period from August 1, 2003 through March 31, 2004:
March 31, 2004 -------------------------- Aggregate Contracts Balances --------- -----------
Delinquent Contracts:
(i) 30-59 Days Delinquent 459 $6,722,727.92 (ii) 60-89 Days Delinquent 73 $1,106,222.54 (iii) Over 89 Days Delinquent 97 $1,595,959.05
March 31, 2004 -------------------------- % of % of Aggregate Contracts Balances Outstanding Outstanding ----------- ----------- Delinquency Rates:
(i) 30-59 Days Delinquent 0.44% 0.49% (ii) 60-89 Days Delinquent 0.07% 0.08% (iii) Over 89 Days Delinquent 0.09% 0.12%
Period Ending March 31, 2004 -------------------------- Contracts Amount --------- ----------
Aggregate Net Losses: 202 $1,044,921.52 Reimbursed Credit Losses: $1,044,921.52
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
There is nothing to report with regard to this item.
ITEM 4.
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.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
The holder of record of all offered Notes as of March 31, 2004, 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, securities brokers and dealers, banks, trust companies and clearing corporations. Sixty-one DTC participants hold the offered Notes as of June 15, 2004. The Notes are not listed on any securities exchange.
On September 18, 2003, the Toyota Auto Receivables 2003-B Owner Trust issued and publicly offered, pursuant to Registration Statement No. 333-103406 (declared effective March 11, 2003), the following three classes of securities: $479,000,000 aggregate principal amount of 1.43% Asset Backed Notes, Class A-2, $554,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-3, $238,000,000 aggregate principal amount of 2.79% 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 J.P. Morgan Securities Inc., Lehman Brothers Inc., Morgan Stanley & Co. Incorporated, Banc of America Securities, LLC, Banc One Capital Markets, Inc., Barclays Capital Inc., Credit Suisse First Boston Corporation, Loop Capital Markets, LLC, and Merrill Lynch, Pierce, Fenner, & Smith Incorporated. 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 were used to purchase the Receivables from TMCC pursuant to the Receivables Purchase Agreement.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
Omitted.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Omitted.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Omitted.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Omitted.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There is nothing to report with regard to this item.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Omitted.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Omitted.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Omitted.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Omitted.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Omitted.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Omitted.
PART IV
ITEM 15.
ITEM 15. 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, 2004:
Date of Report - ----------------- October 30, 2003 November 26, 2003 December 22, 2003 January 30, 2004 February 27, 2004 March 31, 2004
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 2003-B OWNER TRUST
BY: TOYOTA MOTOR CREDIT CORPORATION, AS SERVICER
Date: June 28, 2004 By: /S/ George E. Borst --------------------------------------- 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.
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 2003-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 28, 2004
/S/ George Borst ------------------------------- George Borst President and Chief Executive Officer Toyota Motor Credit Corporation
EXHIBIT INDEX
Exhibit Method Number Description of Filing - ------- ----------- ---------
20(a) Report of Independent Accountants Filed Herewith
20(b) Annual Statements as to Compliance Filed Herewith
20(c) Aggregate Monthly Report Information Filed Herewith