Item 1. Business
Each Capital Auto Receivables Asset Trust, (the “Trusts”) was formed pursuant to a Trust Agreement, between Capital Auto Receivables, Inc. (the “Seller”) and Deutsche Bank Trust Company Delaware, formerly known as Bankers Trust (Delaware), as Owner Trustee. The Trusts have issued Asset-Backed Notes (the “Notes”). The Notes are issued and secured pursuant to Indentures between the related Trust and Bank One, National Association as Indenture Trustee. Each Trust has also issued Asset-Backed Certificates. For further information, refer to the Prospectus Supplements dated January 15, 2002, April 15, 2002, July 30, 2002, September 30, 2002 and November 5, 2002.
Capital Auto Receivables Asset Trust
Capital Auto Receivables Asset Trust 2002-1
Capital Auto Receivables Asset Trust 2002-2
Capital Auto Receivables Asset Trust 2002-3
Capital Auto Receivables Asset Trust 2002-4
Capital Auto Receivables Asset Trust 2002-5
Part II
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Each of the Trusts was formed pursuant to a Trust Agreement between Capital Auto Receivables, Inc. (the “Seller”) and Deutsche Bank Trust Company Delaware, formerly known as Bankers Trust (Delaware), as Owner Trustee. The Trusts issued the following Asset-Backed Notes and Certificates. Each Trust acquired retail finance receivables from the Seller in the aggregate amount as shown below in exchange for Asset-Backed Notes and Asset-Backed Certificates representing undivided equity interests in the respective Trust. Each Trust’s property includes a pool of retail instalment sales contracts secured by new automobiles and light trucks, certain monies due or received thereunder, security interests in the vehicles financed thereby, interest rate swaps and certain other property.
General Motors Acceptance Corporation (“GMAC”), the originator of the retail receivables, continues to service the receivables for the aforementioned Trusts and receives compensation and fees for such services. Investors receive periodic payments of principal and interest for each class of Notes and Certificates as the receivables are liquidated.
Item 8.
Item 8. Financial Statements and Supplementary Data
The separate financial statements of each Trust are listed below together with the notes thereto and the report of Deloitte & Touche LLP dated March 21, 2003, beginning on page 4. Unaudited supplementary financial data for each quarter within the year ended December 31, 2002 is included as the last page of each Trust’s financial information.
Cross Reference Sheet
Independent Auditors’ Report
The Capital Auto Receivables Asset Trust 2002-1, its Certificateholders, and Capital Auto Receivables, Inc.:
We have audited the accompanying Statement of Assets, Liabilities and Equity of the Capital Auto Receivables Asset Trust 2002-1 as of December 31, 2002, and the related Statement of Distributable Income for the period January 24, 2002 (date of inception) to December 31, 2002. These financial statements are the responsibility of the Trust Administrator’s management. 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 to the financial statements, 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, such financial statements present fairly, in all material respects, the assets, liabilities and equity arising from cash transactions of the Capital Auto Receivables Asset Trust 2002-1 at December 31, 2002, and its distributable income for the period January 24, 2002 (date of inception) to December 31, 2002, on the basis of accounting described in Note 1.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Detroit, Michigan
March 21, 2003
Capital Auto Receivables Asset Trust 2002-1
Statement of Assets, Liabilities and Equity
Reference should be made to the Notes to Financial Statements.
Capital Auto Receivables Asset Trust 2002-1
Statement of Distributable Income
Reference should be made to the Notes to Financial Statements.
Capital Auto Receivables Asset Trust 2002-1
Notes to Financial Statements
Note 1. Basis of Accounting
The financial statements of Capital Auto Receivables Asset Trust 2002-1 (the “Trust”) are prepared on the basis of cash receipts and cash disbursements. Such financial statements differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America in that interest income and the related assets are recognized when received rather than when earned, and distributions to Noteholders and Certificateholders are recognized when paid rather than when the respective obligation is incurred. Certain expenses of the Trust are paid by Capital Auto Receivables, Inc. (the “Seller”). Capitalized terms are defined in the prospectus dated January 15, 2002.
The Trust uses interest rate swaps to alter its interest rate exposure. The swaps are executed as an integral element of a specific investment transaction. As the Trust’s financial statements are prepared on the basis of cash receipts and cash disbursements, the impact of the interest rate swaps are reflected in the cash flows shown in the Statement of Distributable Income.
Note 2. Sale of Notes and Certificates
On January 24, 2002, the Trust acquired retail finance receivables aggregating approximately $2,500 million, at a discount of $222 million from the Seller in exchange for four classes of Asset-Backed Notes representing indebtedness of the Trust of $475 million Class A-1; $579 million Class A-2; $652 million Class A-3; $469 million Class A-4; and $103 million of Asset-Backed Certificates representing equity interests in the Trust. The Trust property includes a pool of retail instalment sales contracts for new automobiles and light trucks, monies due or received thereunder, security interests in the vehicles financed thereby, interest rate swaps and certain other property. The Servicer has the option to repurchase the remaining receivables as of the last day of any month on or after which the principal balance of the receivables declines to 10% or less of the aggregate amount financed.
Note 3: Principal and Interest Payments
Payments of interest on the Class A Notes and the Certificates will be made on the fifteenth day of each month, or, if any such day is not a Business Day, on the next succeeding Business Day, commencing February 15, 2002 (each a “Distribution Date”). On each distribution date, the Aggregate Noteholders’ Principal Distributable Amount will be applied to make principal payments on the notes. Principal payments will be applied to the notes in sequential priority so that no principal payment will be made on any class of notes until all notes with a lower numerical designation have been paid in full. The Final Scheduled Distribution Dates for the Class A-1, Class A-2, Class A-3, and Class A-4 Notes are as follows, respectively: January 2003, March 2004, July 2005 and July 2007.
The Trust will not make any principal distributions to the Certificateholders until the Class A-1 Note has been paid in full. On each distribution date after the Class A-1 Note has been paid in full, the Certificateholders’ Percentage of the Principal Distributable amount will be available to make distributions to the Certificateholders only after all other payments due from the Trust on that distribution date have been made. The Final Scheduled Distribution Date for the Certificates will occur on the distribution date in July 2007.
Interest on the outstanding principal amount of the Notes accrues from January 24, 2002 or from the most recent Distribution Date on which interest has been paid to but excluding the following Distribution Date. The Class A-1 Notes receive interest at the rate of 1.71% per annum. The Class A-2 Notes receive interest at the rate of one Month London Interbank Offer Rate (“LIBOR”) plus 0.07% per annum. The Class A-3 Notes receive interest at the rate of one Month LIBOR plus 0.08% per annum. The Class A-4 Notes receive interest at the rate of 4.16% per annum. Interest on the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes is calculated on the basis of actual days elapsed during the period for which interest is payable and a 360-day year. Interest on the Class A-4 Notes is calculated on the basis of a 360-day year consisting of twelve 30-day months. On each Distribution Date, interest will be distributed to Certificateholders at the pass through rate of 4.07% per annum on the outstanding Certificate Balance and calculated on the basis of a 360-day year consisting of twelve 30-day months.
The Class A-2 Noteholders and Class A-3 Noteholders both received interest at a weighted average rate of 1.87% per annum from January 24, 2002 through December 15, 2002.
Note 4. Federal Income Tax
The Trust is classified as a division of the Seller, and therefore is not taxable as a corporation for federal income tax purposes. Each Noteholder by the acceptance of a Note agrees to treat the Notes as indebtedness in the Trust for federal, state and local income and franchise tax purposes. All the certificates were retained by the Seller on the closing date. If the Seller sells any of the Certificates or if the Trust issues additional Certificates, this characterization may change.
Capital Auto Receivables Asset Trust 2002-1
Supplementary Financial Data (Unaudited)
Summary of Quarterly Distributable Income
Independent Auditors’ Report
The Capital Auto Receivables Asset Trust 2002-2, its Certificateholders, and Capital Auto Receivables, Inc.:
We have audited the accompanying Statement of Assets, Liabilities and Equity of the Capital Auto Receivables Asset Trust 2002-2 as of December 31, 2002, and the related Statement of Distributable Income for the period April 25, 2002 (date of inception) to December 31, 2002. These financial statements are the responsibility of the Trust Administrator’s management. 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 to the financial statements, 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, such financial statements present fairly, in all material respects, the assets, liabilities and equity arising from cash transactions of the Capital Auto Receivables Asset Trust 2002-2 at December 31, 2002, and its distributable income for the period April 25, 2002 (date of inception) to December 31, 2002, on the basis of accounting described in Note 1.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Detroit, Michigan
March 21, 2003
Capital Auto Receivables Asset Trust 2002-2
Statement of Assets, Liabilities and Equity
Reference should be made to the Notes to Financial Statements.
Capital Auto Receivables Asset Trust 2002-2
Statement of Distributable Income
Reference should be made to the Notes to Financial Statements.
Capital Auto Receivables Asset Trust 2002-2
Notes to Financial Statements
Note 1. Basis of Accounting
The financial statements of Capital Auto Receivables Asset Trust 2002-2 (the “Trust”) are prepared on the basis of cash receipts and cash disbursements. Such financial statements differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America in that interest income and the related assets are recognized when received rather than when earned, and distributions to Noteholders and Certificateholders are recognized when paid rather than when the respective obligation is incurred. Certain expenses of the Trust are paid by Capital Auto Receivables, Inc. (the “Seller”). Capitalized terms are defined in the prospectus dated April 15, 2002.
The Trust uses interest rate swaps to alter its interest rate exposure. The swaps are executed as an integral element of a specific investment transaction. As the Trust’s financial statements are prepared on the basis of cash receipts and cash disbursements, the impact of the interest rate swaps is reflected in the cash flows shown in the Statement of Distributable Income.
Note 2. Sale of Notes and Certificates
On April 25, 2002, the Trust acquired retail finance receivables aggregating approximately $1,950 million at a discount of $168 million from the Seller in exchange for four classes of Asset-Backed Notes representing indebtedness of the Trust of $386 million Class A-1; $473 million Class A-2; $525 million Class A-3; $344 million Class A-4; and $54 million of Asset-Backed Certificates representing equity interests in the Trust. The Trust property includes a pool of retail instalment sales contracts for new automobiles and light trucks, monies due or received thereunder, security interests in the vehicles financed thereby, an interest rate swap and certain other property. The Servicer has the option to repurchase the remaining receivables as of the last day of any month on or after which the principal balance of the receivables declines to 10% or less of the aggregate amount financed.
Note 3. Principal and Interest Payments
Payments of interest on the Class A Notes and the Certificates will be made on the fifteenth day of each month or, if any such day is not a Business Day, on the next succeeding Business Day, commencing May 15, 2002 (each a “Distribution Date”). On each distribution date, the Aggregate Noteholders’ Principal Distributable Amount will be applied to make principal payments on the notes. Principal payments will be applied to the notes in sequential priority so that no principal payment will be made on any class of notes until all notes with a lower numerical designation have been paid in full. The Final Scheduled Distribution Dates for the Class A-1, Class A-2, Class A-3, and Class A-4 Notes are as follows, respectively: May 2003, April 2004, July 2005 and October 2007.
The Trust will not make any principal distributions to the Certificateholders until the Class A-1 Note has been paid in full. On each distribution date after the Class A-1 Note has been paid in full, the Certificateholders’ Percentage of the Principal Distributable amount will be available to make distributions to the Certificateholders only after all other payments due from the Trust on that distribution date have been made. The Final Scheduled Distribution Date for the Certificates will occur on the distribution date in October 2007.
Interest on the outstanding principal amount of the Notes accrues from April 25, 2002 or from the most recent Distribution Date on which interest has been paid to but excluding the following Distribution Date. The Class A-1 Notes receive interest at the rate of one Month London Interbank Offer Rate (“LIBOR”) plus 0.06% per annum. The Class A-2 Notes receive interest at the rate of 2.89% per annum. The Class A-3 Notes receive interest at the rate of 3.82% per annum. The Class A-4 Notes receive interest at the rate of 4.50% per annum. Interest on the Class A-1 Note is calculated on the basis of actual days elapsed during the period for which interest is payable and a 360-day year. Interest on the Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes is calculated on the basis of a 360-day year consisting of twelve 30-day months. On each Distribution Date, interest will be distributed to Certificateholders at the pass-through rate of 4.18% per annum on the outstanding Certificate Balance and calculated on the basis of a 360-day year consisting of twelve 30-day months.
The Class A-1 Noteholders received interest at a weighted average rate of 1.88% per annum from April 25, 2002 through December 15, 2002.
Note 4. Federal Income Tax
The Trust will not be taxable as an association or publicly traded partnership taxable as a corporation, but will be classified as a partnership for federal income tax purposes. Each Noteholder by the acceptance of a Note agrees to treat the Notes as indebtedness in the Trust for federal, state and local income and franchise tax purposes. Each Certificateholder by the acceptance of a Certificate agrees to treat the Certificates as equity interests in the Trust for federal, state and local income and franchise tax purposes. A portion of the Certificates were retained by the Seller on the closing date.
Capital Auto Receivables Asset Trust 2002-2
Supplementary Financial Data (Unaudited)
Summary of Quarterly Distributable Income
Independent Auditors’ Report
The Capital Auto Receivables Asset Trust 2002-3, its Certificateholders, and Capital Auto Receivables, Inc.:
We have audited the accompanying Statement of Assets, Liabilities and Equity of the Capital Auto Receivables Asset Trust 2002-3 as of December 31, 2002, and the related Statement of Distributable Income for the period August 8, 2002 (date of inception) to December 31, 2002. These financial statements are the responsibility of the Trust Administrator’s management. 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 to the financial statements, 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, such financial statements present fairly, in all material respects, the assets, liabilities and equity arising from cash transactions of the Capital Auto Receivables Asset Trust 2002-3 at December 31, 2002, and its distributable income for the period August 8, 2002 (date of inception) to December 31, 2002, on the basis of accounting described in Note 1.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Detroit, Michigan
March 21, 2003
Capital Auto Receivables Asset Trust 2002-3
Statement of Assets, Liabilities and Equity
Reference should be made to the Notes to Financial Statements.
Capital Auto Receivables Asset Trust 2002-3
Statement of Distributable Income
Reference should be made to the Notes to Financial Statements.
Capital Auto Receivables Asset Trust 2002-3
Notes to Financial Statements
Note 1. Basis of Accounting
The financial statements of Capital Auto Receivables Asset Trust 2002-3 (the “Trust”) are prepared on the basis of cash receipts and cash disbursements. Such financial statements differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America in that interest income and the related assets are recognized when received rather than when earned, and distributions to Noteholders and Certificateholders are recognized when paid rather than when the respective obligation is incurred. Certain expenses of the Trust are paid by Capital Auto Receivables, Inc. (the “Seller”). Capitalized terms are defined in the prospectus dated July 30, 2002.
The Trust uses interest rate swaps to alter its interest rate exposure. The swaps are executed as an integral element of a specific investment transaction. As the Trust’s financial statements are prepared on the basis of cash receipts and cash disbursements, the impact of the interest rate swaps is reflected in the cash flows shown in the Statement of Distributable Income.
Note 2. Sale of Notes and Certificates
On August 8, 2002, the Trust acquired retail finance receivables aggregating approximately $3,300 million at a discount of $258 million from the Seller in exchange for four classes of Asset-Backed Notes representing indebtedness of the Trust of $1,162 million Class A-1; $688 million Class A-2; $766 million Class A-3; $335 million Class A-4; and $91 million of Asset-Backed Certificates representing equity interests in the Trust. The Trust property includes a pool of retail instalment sales contracts for new automobiles and light trucks, monies due or received thereunder, security interests in the vehicles financed thereby, an interest rate swap and certain other property. The Servicer has the option to repurchase the remaining receivables as of the last day of any month on or after which the principal balance of the receivables declines to 10% or less of the aggregate amount financed.
Note 3. Principal and Interest Payments
Payments of interest on the Class A Notes and the Certificates will be made on the fifteenth day of each month or, if any such day is not a Business Day, on the next succeeding Business Day, commencing September 16, 2002 (each a “Distribution Date”). The trust will not make payments of principal on the notes or distributions on the certificate balance during the revolving period.
The revolving period consists of the monthly periods from July 2002 through June 2003, and the related distribution dates. The amortization period includes the monthly periods and related distribution dates following the revolving period. On each distribution date during the revolving period, amounts otherwise available to make principal payments on the notes and distributions on the certificate balance will be applied to purchase additional receivables from the seller. To the extent that amounts allocated for the purchase of additional receivables are not so used on any distribution date during the revolving period, they will be deposited into the accumulation account and applied on subsequent distribution dates in the revolving period to purchase additional receivables. On each distribution date during the amortization period, the Aggregate Noteholders’ Principal Distributable Amount will be applied to make principal payments on the notes. Principal payments will be applied to the notes in sequential priority so that no principal payment will be made on any class of notes until all notes with a lower numerical designation have been paid in full. The Final Scheduled Distribution Dates for the Class A-1, Class A-2, Class A-3, and Class A-4 Notes are as follows, respectively: December 2004, September 2005, October 2006, and February 2009.
The Trust will not make any principal distributions to the Certificateholders during the revolving period. On each distribution date during the amortization period a pro rata portion, based on the outstanding amount of notes and certificates, of the aggregate amount available to make principal payments will be applied to make distributions on the Certificate Balance. The Final Scheduled Distribution Date for the Certificates will occur on the distribution date in February 2009.
Interest on the outstanding principal amount of the Notes accrues from August 8, 2002 or from the most recent Distribution Date on which interest has been paid to but excluding the following Distribution Date. The Class A-1 Notes receive interest at the rate of one Month London Interbank Offer Rate (“LIBOR”) plus 0.04% per annum. The Class A-2 notes are comprised of two separate notes with an original balance of $344 million each. The Class A-2a Notes receive interest at the rate of 3.05% per annum. The Class A-2b Notes receive interest at the rate of one Month LIBOR plus 0.07% per annum. The Class A-3 Notes receive interest at the rate of 3.58% per annum. The Class A-4 Notes receive interest at the rate of one Month LIBOR plus 0.11% per annum. Interest on the Class A-1 Notes, Class A-2b Notes and Class A-4 Notes is calculated on the basis of actual days elapsed during the period for which interest is payable and a 360-day year. Interest on the Class A-2a Notes and Class A-3 Notes is calculated on the basis of a 360-day year consisting of twelve 30-day months. On each Distribution Date, interest will be distributed to Certificateholders at the pass-through rate of 3.44% per annum on the outstanding Certificate Balance and calculated on the basis of a 360-day year consisting of twelve 30-day months.
The Class A-1 Noteholders, Class A-2b Noteholders and Class A-4 Noteholders received interest at a weighted average rate as follows, respectively: 1.74% per annum, 1.77% per annum, 1.81% per annum from August 8, 2002 through December 15, 2002.
Note 4. Federal Income Tax
The Trust will not be taxable as an association or publicly traded partnership taxable as a corporation, but will be classified as a partnership for federal income tax purposes. Each Noteholder by the acceptance of a Note agrees to treat the Notes as indebtedness in the Trust for federal, state and local income and franchise tax purposes. Each Certificateholder by the acceptance of a Certificate agrees to treat the Certificates as equity interests in the Trust for federal, state and local income and franchise tax purposes. A portion of the Certificates were retained by the Seller on the closing date.
Capital Auto Receivables Asset Trust 2002-3
Supplementary Financial Data (Unaudited)
Summary of Quarterly Distributable Income
Independent Auditors’ Report
The Capital Auto Receivables Asset Trust 2002-4, its Certificateholders, and Capital Auto Receivables, Inc.:
We have audited the accompanying Statement of Assets, Liabilities and Equity of the Capital Auto Receivables Asset Trust 2002-4 as of December 31, 2002, and the related Statement of Distributable Income for the period October 10, 2002 (date of inception) to December 31, 2002. These financial statements are the responsibility of the Trust Administrator’s management. 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 to the financial statements, 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, such financial statements present fairly, in all material respects, the assets, liabilities and equity arising from cash transactions of the Capital Auto Receivables Asset Trust 2002-4 at December 31, 2002, and its distributable income for the period October 10, 2002 (date of inception) to December 31, 2002, on the basis of accounting described in Note 1.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Detroit, Michigan
March 21, 2003
Capital Auto Receivables Asset Trust 2002-4
Statement of Assets, Liabilities and Equity
Reference should be made to the Notes to Financial Statements.
Capital Auto Receivables Asset Trust 2002-4
Statement of Distributable Income
Reference should be made to the Notes to Financial Statements.
Capital Auto Receivables Asset Trust 2002-4
Notes to Financial Statements
Note 1. Basis of Accounting
The financial statements of Capital Auto Receivables Asset Trust 2002-4 (the “Trust”) are prepared on the basis of cash receipts and cash disbursements. Such financial statements differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America in that interest income and the related assets are recognized when received rather than when earned, and distributions to Noteholders and Certificateholders are recognized when paid rather than when the respective obligation is incurred. Certain expenses of the Trust are paid by Capital Auto Receivables, Inc. (the “Seller”). Capitalized terms are defined in the prospectus dated September 30, 2002.
The Trust uses interest rate swaps to alter its interest rate exposure. The swaps are executed as an integral element of a specific investment transaction. As the Trust’s financial statements are prepared on the basis of cash receipts and cash disbursements, the impact of the interest rate swaps is reflected in the cash flows shown in the Statement of Distributable Income.
Note 2. Sale of Notes and Certificates
On October 10, 2002, the Trust acquired retail finance receivables aggregating approximately $3,300 million at a discount of $215 million from the Seller in exchange for four classes of Asset-Backed Notes representing indebtedness of the Trust of $601 million Class A-1; $1,122 million Class A-2; $680 million Class A-3; $590 million Class A-4; and $92 million of Asset-Backed Certificates representing equity interests in the Trust. The Trust property includes a pool of retail instalment sales contracts for new automobiles and light trucks, monies due or received thereunder, security interests in the vehicles financed thereby, interest rate swaps and certain other property. The Servicer has the option to repurchase the remaining receivables as of the last day of any month on or after which the principal balance of the receivables declines to 10% or less of the aggregate amount financed.
Note 3. Principal and Interest Payments
Payments of interest on the Class A Notes and the Certificates will be made on the fifteenth day of each month or, if any such day is not a Business Day, on the next succeeding Business Day, commencing November 15, 2002 (each a “Distribution Date”). On each distribution date, the Aggregate Noteholders’ Principal Distributable Amount will be applied to make principal payments on the notes. Principal payments will be applied to the notes in sequential priority so that no principal payment will be made on any class of notes until all notes with a lower numerical designation have been paid in full. The Final Scheduled Distribution Dates for the Class A-1, Class A-2, Class A-3, and Class A-4 Notes are as follows, respectively: November 2003, January 2005, January 2006 and March 2008.
The Trust will not make any principal distributions to the Certificateholders until the Class A-1 Note has been paid in full. On each distribution date after the Class A-1 Note has been paid in full, the Certificateholders’ Percentage of the Principal Distributable amount will be available to make distributions to the Certificateholders only after all other payments due from the Trust on that distribution date have been made. The Final Scheduled Distribution Date for the Certificates will occur on the distribution date in March 2008.
Interest on the outstanding principal amount of the Notes accrues from October 10, 2002 or from the most recent Distribution Date on which interest has been paid to but excluding the following Distribution Date. The Class A-1 Note receives interest at the rate of 1.75% per annum. The Class A-2 notes are comprised of two separate notes, the Class A-2a Notes, with an original balance of $841 million, and the Class A-2b Notes, with an original balance of $281 million. The Class A-2a Notes receive interest at the rate of one Month London Interbank Offer Rate (“LIBOR”) plus 0.04% per annum. The Class A-2b Notes receive interest at the rate of 1.74%. The Class A-3 Notes receive interest at the rate of one Month LIBOR plus 0.05% per annum. The Class A-4 Notes receive interest at the rate of 2.64%. Interest on the Class A-1 Note, the Class A-2a Notes and Class A-3 Notes is calculated on the basis of actual days elapsed during the period for which interest is payable and a 360-day year. Interest on the Class A-2b Notes and Class A-4 Notes is calculated on the basis of a 360-day year consisting of twelve 30-day months. On each Distribution Date, interest will be distributed to Certificateholders at the pass-through rate of 2.62% per annum on the outstanding Certificate Balance and calculated on the basis of a 360-day year consisting of twelve 30-day months.
The Class A-2a Noteholders and Class A-3 Noteholders received interest at a weighted average rate as follows, respectively: 1.65% per annum, 1.66% per annum from October 10, 2002 through December 15, 2002.
Note 4. Federal Income Tax
The Trust will not be taxable as an association or publicly traded partnership taxable as a corporation, but will be classified as a partnership for federal income tax purposes. Each Noteholder by the acceptance of a Note agrees to treat the Notes as indebtedness in the Trust for federal, state and local income and franchise tax purposes. Each Certificateholder by the acceptance of a Certificate agrees to treat the Certificates as equity interests in the Trust for federal, state and local income and franchise tax purposes. A portion of the Certificates were retained by the Seller on the closing date.
Capital Auto Receivables Asset Trust 2002-4
Supplementary Financial Data (Unaudited)
Summary of Quarterly Distributable Income
*Represents the period October 10, 2002 (inception) through December 31, 2002.
Independent Auditors’ Report
The Capital Auto Receivables Asset Trust 2002-5, its Certificateholders, and Capital Auto Receivables, Inc.:
We have audited the accompanying Statement of Assets, Liabilities and Equity of the Capital Auto Receivables Asset Trust 2002-5 as of December 31, 2002, and the related Statement of Distributable Income for the period November 13, 2002 (date of inception) to December 31, 2002. These financial statements are the responsibility of the Trust Administrator’s management. 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 to the financial statements, 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, such financial statements present fairly, in all material respects, the assets, liabilities and equity arising from cash transactions of the Capital Auto Receivables Asset Trust 2002-5 at December 31, 2002, and its distributable income for the period November 13, 2002 (date of inception) to December 31, 2002, on the basis of accounting described in Note 1.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Detroit, Michigan
March 21, 2003
Capital Auto Receivables Asset Trust 2002-5
Statement of Assets, Liabilities And Equity
Reference should be made to the Notes to Financial Statements.
Capital Auto Receivables Asset Trust 2002-5
Statement of Distributable Income
Reference should be made to the Notes to Financial Statements.
Capital Auto Receivables Asset Trust 2002-5
Notes to Financial Statements
Note 1. Basis of Accounting
The financial statements of Capital Auto Receivables Asset Trust 2002-5 (the “Trust”) are prepared on the basis of cash receipts and cash disbursements. Such financial statements differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America in that interest income and the related assets are recognized when received rather than when earned, and distributions to Noteholders and Certificateholders are recognized when paid rather than when the respective obligation is incurred. Certain expenses of the Trust are paid by Capital Auto Receivables, Inc. (the “Seller”). Capitalized terms are defined in the prospectus dated November 5, 2002.
The Trust uses interest rate swaps to alter its interest rate exposure. The swaps are executed as an integral element of a specific investment transaction. As the Trust’s financial statements are prepared on the basis of cash receipts and cash disbursements, the impact of the interest rate swaps is reflected in the cash flows shown in the Statement of Distributable Income.
Note 2. Sale of Notes and Certificates
On November 13, 2002, the Trust acquired retail finance receivables aggregating approximately $3,850 million at a discount of $328 million from the Seller in exchange for four classes of Asset-Backed Notes representing indebtedness of the Trust of $485 million Class A-1; $1,360 million Class A-2; $860 million Class A-3; $711 million Class A-4; and $106 million of Asset-Backed Certificates representing equity interests in the Trust. The Trust property includes a pool of retail instalment sales contracts for new automobiles and light trucks, monies due or received thereunder, security interests in the vehicles financed thereby, interest rate swaps and certain other property. The Servicer has the option to repurchase the remaining receivables as of the last day of any month on or after which the principal balance of the receivables declines to 10% or less of the aggregate amount financed.
Note 3. Principal and Interest Payments
Payments of interest on the Class A Notes and the Certificates will be made on the fifteenth day of each month or, if any such day is not a Business Day, on the next succeeding Business Day, commencing December 16, 2002 (each a “Distribution Date”). On each distribution date, the Aggregate Noteholders’ Principal Distributable Amount will be applied to make principal payments on the notes. Principal payments will be applied to the notes in sequential priority so that no principal payment will be made on any class of notes until all notes with a lower numerical designation have been paid in full. The Final Scheduled Distribution Dates for the Class A-1, Class A-2, Class A-3, and Class A-4 Notes are as follows, respectively: January 2004, January 2005, April 2006 and April 2008.
The Trust will not make any principal distributions to the Certificateholders until the Class A-1 Note has been paid in full. On each distribution date after the Class A-1 Note has been paid in full, the Certificateholders’ Percentage of the Principal Distributable amount will be available to make distributions to the Certificateholders only after all other payments due from the Trust on that distribution date have been made. The Final Scheduled Distribution Date for the Certificates will occur on the distribution date in April 2008.
Interest on the outstanding principal amount of the Notes accrues from November 13, 2002 or from the most recent Distribution Date on which interest has been paid to but excluding the following Distribution Date. The Class A-1 Note receives interest at the rate of one Month London Interbank Offer Rate (“LIBOR”) plus 0.06% per annum. The Class A-2 notes are comprised of two separate notes, the Class A-2a Notes, with an original balance of $1,035 million, and the Class A-2b Notes, with an original balance of $325 million. The Class A-2a Notes receive interest at the rate of one Month LIBOR plus 0.06% per annum. The Class A-2b Notes receive interest at the rate of 1.71% per annum. The Class A-3 notes are also comprised of two separate notes, the Class A-3a Notes, with an original balance of $600 million, and the Class A-3b Notes, with an original balance of $260 million. The Class A-3a Notes receive interest at the rate of one Month LIBOR plus 0.09% per annum. The Class A-3b Notes receive interest at the rate of 2.30% per annum. The Class A-4 Notes receive interest at the rate of 2.92% per annum. Interest on the Class A-1 Note, Class A-2a Notes, and Class A-3a Notes is calculated on the basis of actual days elapsed during the period for which interest is payable and a 360-day year. Interest on the Class A-2b Notes, Class A-3b Notes and the Class A-4 Notes is calculated on the basis of a 360-day year consisting of twelve 30-day months. On each Distribution Date, interest will be distributed to Certificateholders at the pass-through rate of 2.80% per annum on the outstanding Certificate Balance and calculated on the basis of a 360-day year consisting of twelve 30-day months.
The Class A-1 Noteholder, Class A-2a Noteholders and Class A-3a Noteholders received interest at a weighted average rate as follows, respectively: 1.44% per annum, 1.44% per annum, 1.47% per annum from November 13, 2002 through December 15, 2002.
Note 4. Federal Income Tax
The Trust will not be taxable as an association or publicly traded partnership taxable as a corporation, but will be classified as a partnership for federal income tax purposes. Each Noteholder by the acceptance of a Note agrees to treat the Notes as indebtedness in the Trust for federal, state and local income and franchise tax purposes. Each Certificateholder by the acceptance of a Certificate agrees to treat the Certificates as equity interests in the Trust for federal, state and local income and franchise tax purposes. A portion of the Certificates were retained by the Seller on the closing date.
Capital Auto Receivables Asset Trust 2002-5
Supplementary Financial Data (Unaudited)
Summary of Quarterly Distributable Income
Part III
Not Applicable.
Part IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Items 2, 3, 4, 5, 6, 9, 10, 11, 12, 13, and 14 are not applicable and have been omitted.
Signature
Pursuant to the requirements of Section 13 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.
Capital Auto Receivables Asset Trust 2002-1
Capital Auto Receivables Asset Trust 2002-2
Capital Auto Receivables Asset Trust 2002-3
Capital Auto Receivables Asset Trust 2002-4
Capital Auto Receivables Asset Trust 2002-5
by: General Motors Acceptance Corporation
(Administrator, not in its
individual capacity but
solely as Administrator on
behalf of the registrant.)
/s/ Jerome B. Van Orman, Jr.
(Jerome B. Van Orman, Jr., Vice President - Principal Financial Officer)
Date: March 21, 2003
Certification
I, Jerome B. Van Orman, Jr., certify that:
1.
I have reviewed this annual report on Form 10-K, and all reports on Form 8-K included in the year covered by this annual report of Capital Auto Receivables Asset Trust 2002-1, Capital Auto Receivables Asset Trust 2002-2, Capital Auto Receivables Asset Trust 2002-3, Capital Auto Receivables Asset Trust 2002-4 and Capital Auto Receivables Asset Trust 2002-5;
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 agreement is included in these reports;
4.
I am responsible for reviewing the activities performed by the servicer under the pooling and servicing agreement and based upon the review required under the pooling and servicing agreement, and except as disclosed in the report, the servicer has fulfilled its obligations under the servicing agreement; and
5.
I have disclosed to the registrant’s certified public accountants all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the pooling and servicing agreement.
Date: March 21, 2003
/s/ Jerome B. Van Orman, Jr.
Jerome B. Van Orman, Jr.
Vice President-Principal Financial Officer
Index of Exhibits