CONFORMED
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__X__ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE OF 1934.
For the fiscal year ended December 31, 1997
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_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from ---------- to ----------
Commission file number 1-5966
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Chrysler Financial Corporation
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(Exact name of registrant as specified in its charter)
State of Michigan 38-0961430
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034-8286
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 948-3058
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Securities registered pursuant to Section 12(b) of the Act: (See next page)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [X]
All of the shares of the outstanding stock of the registrant are owned by
Chrysler Corporation.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes _____ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS
The registrant had 250,000 shares of common stock outstanding as of December
31, 1997.
The registrant meets the conditions set forth in General Instruction I(1)(a)
and (b) of Form 10-K and is therefore filing this Form with the reduced
disclosure format.
Documents incorporated by reference are none.
THIS PAGE INTENTIONALLY LEFT BLANK
2
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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13 1/4% Notes due October 15, 1999 New York Stock Exchange
12 3/4% Notes due November 1, 1999 New York Stock Exchange
9 1/2% Notes due 1999 New York Stock Exchange
8 1/2% Putable-Extendible Notes due February 1, 2018 New York Stock Exchange
6 1/2% Notes due 1998 New York Stock Exchange
6 5/8% Notes due 2000 New York Stock Exchange
3
Chrysler Financial Corporation and Subsidiaries
PART I
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ITEM 1. BUSINESS
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Chrysler Financial Corporation, the registrant, and its consolidated
subsidiaries (the "Company"), is a financial services organization that
principally provides consumer and dealer automotive financing. The Company
provides retail and lease financing for vehicles, dealer inventory and other
financing needs, dealer property and casualty insurance, and dealership
facility development and management, primarily for Chrysler dealers and their
customers. The Company is a wholly owned subsidiary of Chrysler Corporation
(a Delaware corporation together with its subsidiaries, "Chrysler"). The
registrant, a Michigan corporation, is the continuing corporation resulting
from a merger on June 1, 1967 of a financial services subsidiary of Chrysler
into a newly acquired, previously unaffiliated finance company incorporated
in 1926. At December 31, 1997, the Company had approximately 3,200 employees.
The Company's portfolio of finance receivables managed includes receivables
owned and receivables serviced for others. Receivables serviced for others
include securitized automotive receivables and retail leases. At December 31,
1997, receivables serviced for others accounted for 72% of the Company's
portfolio of finance receivables managed. Total finance receivables managed
at the end of each of the five most recent years were as follows (in millions
of dollars):
1997 1996 1995 1994 1993
------- ------- -------- -------- --------
Automotive $36,655 $36,858 $35,696 $29,962 $25,011
Nonautomotive 2,715 2,204 2,391 2,775 3,251
------- ------- ------- ------- -------
Total financing $39,370 $39,062 $38,087 $32,737 $28,262
======= ======= ======= ======= =======
Due to the significant portion of the Company's business that relates to
Chrysler, lower levels of production and sales of Chrysler automotive
products would likely result in a reduction in the level of finance
operations of the Company.
Automotive Financing
The Company conducts its automotive finance business through Chrysler
Financial Corporation in the United States and Chrysler Credit Canada Ltd. in
Canada (together "Chrysler Financial"). Chrysler Financial is the major
source of car and truck wholesale financing and retail financing for Chrysler
vehicles throughout North America. Chrysler Financial also offers dealers
working capital loans, real estate and equipment financing and financing
plans for fleet buyers. The automotive financing operations of Chrysler
Financial are conducted through 29 zone offices in the United States and
Canada. The Company also provides automotive financial products and services
in Europe and Asia.
During 1997, the Company financed or leased approximately 870,000 vehicles at
retail in the United States, including approximately 611,000 new Chrysler
cars and trucks, representing 27 percent of Chrysler's U.S. retail and fleet
deliveries. During 1997, the Company financed or leased approximately 114,000
vehicles at retail in Canada, including approximately 102,000 new Chrysler
cars and trucks, representing 40 percent of Chrysler's Canadian retail and
fleet deliveries. In 1997, the average monthly payment for new vehicle retail
installment sales contracts acquired in the United States was $376. The
average new contract balance was $20,801 and the average original term was 55
months.
4
Chrysler Financial Corporation and Subsidiaries
ITEM 1. BUSINESS - continued
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Automotive Financing (continued)
During 1997, the Company financed approximately 2,603,000 vehicles at
wholesale in the United States, including approximately 1,625,000 new
Chrysler cars and trucks representing 70 percent of Chrysler's vehicle
shipments. During 1997, the Company financed approximately 202,000 vehicles
at wholesale in Canada, including approximately 175,000 new Chrysler cars and
trucks representing 66 percent of Chrysler's vehicle shipments.
Automotive Insurance
Chrysler Insurance Company and its subsidiaries ("Chrysler Insurance"), a
wholly owned subsidiary, provides specialized insurance coverages for
automotive dealers and their customers in the United States and Canada.
Chrysler Insurance's property and casualty business includes physical damage,
garage liability, workers' compensation and property and contents coverage
provided directly to automotive dealers. Chrysler Insurance also provides
vehicle collateral protection and single interest insurance to retail
customers and their financing sources.
Automotive Dealership Management
Chrysler Realty Corporation ("Chrysler Realty"), a wholly owned subsidiary,
is engaged in the ownership, development and management of Chrysler
automotive dealership properties in the United States. Chrysler Realty
typically purchases, leases or options dealership facilities and then leases
or subleases these facilities to Chrysler dealers. At December 31, 1997,
Chrysler Realty controlled 776 sites (of which 225 were owned by Chrysler
Realty).
Nonautomotive Financing
The Company conducts its nonautomotive finance business through its
subsidiary, Chrysler Capital Corporation. At December 31, 1997, the
nonautomotive receivables managed throughout the United States consisted
primarily of $2.6 billion of leveraged leases.
Funding
Receivable sales are a significant source of funding for the Company. Net
proceeds from the sales of automotive retail receivables were $9.0 billion
during 1997 compared to $8.1 billion in 1996. Securitization of revolving
wholesale account balances provided funding which aggregated $6.1 billion and
$6.8 billion at December 31, 1997 and 1996, respectively. During 1997, the
Company issued $4.0 billion of term debt (primarily medium term notes) and
repaid $3.1 billion of term debt.
The Company has revolving credit facilities, which total $8.0 billion,
consisting of a $2.0 billion facility expiring in April 1998 and a $6.0
billion facility expiring in April 2002. These facilities include $1.0
billion allocated to Chrysler Credit Canada Ltd. As of December 31, 1997, no
amounts were outstanding under these facilities.
5
Chrysler Financial Corporation and Subsidiaries
ITEM 1. BUSINESS - continued
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Funding (continued)
The Company's outstanding debt at the end of each of the five most recent
years was as follows (in millions of dollars):
1997 1996 1995 1994 1993
------- ------- ------ ------- -------
Short-term notes
(primarily commercial paper) $ 2,970 $ 2,616 $ 2,435 $ 4,315 $ 2,772
Bank borrowings - International 217 90 -- -- --
Senior term debt 9,324 8,435 9,234 6,069 5,139
Subordinated term debt -- -- -- 27 77
Other borrowings 207 104 100 260 447
------- ------- ------- ------- -------
Total $12,718 $11,245 $11,769 $10,671 $ 8,435
======= ======= ======= ======= =======
Derivative Financial Instruments
A discussion of the Company's market risks and how the Company manages those
risks is included in Item 7A, Quantitative and Qualitative Disclosures about
Market Risk.
ITEM 2. PROPERTIES
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At December 31, 1997, the following facilities were used by the registrant
and its subsidiaries in conducting their businesses:
(a) executive offices of the registrant, Chrysler Insurance and
certain other domestic subsidiaries in Southfield, Michigan;
(b) a total of 25 zone offices and 3 customer service centers of
Chrysler Financial located throughout the United States;
(c) headquarters of Chrysler Capital in Stamford, Connecticut;
(d) headquarters of Chrysler Realty in Auburn Hills, Michigan;
(e) a total of 4 offices used as headquarters and zone offices
in Canada; and
(f) a total of 4 offices used for international operations,
located in Belgium, France, Italy and Japan.
All of the facilities described above were leased by the registrant.
At December 31, 1997, a total of 225 automobile dealership properties,
generally consisting of land and improvements, were owned by Chrysler Realty
and leased primarily to dealers franchised by Chrysler.
ITEM 3. LEGAL PROCEEDINGS
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Various legal actions are pending against the Company, some of which seek
damages in large or unspecified amounts and other relief. Although such legal
actions are subject to many uncertainties and the outcome of individual
actions is not predictable with assurance, the Company believes these actions
constitute routine litigation encountered in the normal course of business.
Although the ultimate amount of liability with respect to such actions cannot
be determined at December 31, 1997, the Company has reserves which it
believes will be sufficient to cover these actions. After giving effect to
these reserves, management believes the ultimate resolution of these actions
will not have a material effect on the Company's financial position.
6
Chrysler Financial Corporation and Subsidiaries
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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(Omitted in accordance with General Instruction I.)
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
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All of the outstanding common stock of the registrant, consisting of one
class of common stock, is owned by Chrysler.
ITEM 6. SELECTED FINANCIAL DATA
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1997 1996 1995 1994 1993
-------- --------- --------- ------- --------
(in millions of dollars)
Finance revenue
and other revenues $ 2,654 $ 2,481 $ 2,439 $ 1,995 $ 2,039
Earnings before cumulative
effect of changes in
accounting principles $ 419 $ 376 $ 339 $ 195 $ 159
Cumulative effect of changes
in accounting principle $ -- $ -- $ -- $ -- $ (30)
Net earnings $ 419 $ 376 $ 339 $ 195 $ 129
Total assets $ 19,321 $ 17,533 $ 17,835 $ 16,648 $ 14,251
Total debt $ 12,718 $ 11,245 $ 11,769 $ 10,671 $ 8,435
Cash dividends on
Common stock $ 415 $ 382 $ 335 $ 40 $ --
7
Chrysler Financial Corporation and Subsidiaries
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------- ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
Financial Review
Chrysler Financial Corporation and its consolidated subsidiaries (the
"Company") achieved record net earnings of $419 million in 1997 compared to
$376 million and $339 million in 1996 and 1995, respectively. The increase in
net earnings for 1997 compared to 1996 primarily reflects an increase in
gains and servicing fees from sales of receivables, higher levels of vehicles
leased, and lower operating expenses, partially offset by higher credit loss
provisions. The increase in net earnings for 1996 compared to 1995 primarily
reflects net margin improvements partially offset by an increase in credit
loss provisions.
Automotive volume totaled $81.7 billion in 1997, compared with $77.2 billion
and $81.9 billion in 1996 and 1995, respectively. The increase in automotive
volume in 1997 compared to 1996 reflects higher retail and lease penetration
due to new marketing programs to customers and dealers initiated during 1997.
The decrease in automotive volume from 1995 to 1996 was primarily due to
increased competition and actions taken by the Company to improve retail
credit mix. United States penetration and the number of vehicles financed
over the last three years were as follows:
Year Ended December 31,
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1997 1996 1995
---- ---- ----
United States Penetration:
Retail and lease 27% 20% 27%
Wholesale 70% 72% 74%
Number of New Chrysler Vehicles
Financed in the United States
(in thousands):
Retail and lease 611 485 594
Wholesale 1,625 1,771 1,632
Net margin totaled $663 million in 1997 compared to $774 million in 1996 and
$665 million in 1995. Finance revenue totaled $1,648 million in 1997, $1,663
million in 1996 and $1,621 million in 1995. Earnings from sold wholesale
receivables was reflected in Finance revenue prior to 1997. Effective January
1, 1997, gains from sales of wholesale receivables are reported in Investment
and other income, in accordance with the Statement of Financial Accounting
Standards ("SFAS") No. 125. The increase in net margin from 1995 to 1996
primarily reflects lower average effective cost of borrowings.
A comparison of the borrowing costs is shown in the following table (dollars
in millions):
Year Ended December 31,
-----------------------
1997 1996 1995
---- ---- ----
Interest expense $ 816 $ 797 $ 910
Average borrowings $12,415 $11,590 $11,463
Average effective costs of borrowings:
Consolidated 6.5% 6.9% 7.9%
U.S. and Canada 6.6% 6.9% 7.4%
8
Chrysler Financial Corporation and Subsidiaries
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued
---------------------------------------------------------
Financial Review (continued)
The decline in the average effective borrowing costs for the years ended
December 31, 1997 and 1996, compared to the year ended December 31, 1995
primarily reflects lower market interest rates in the United States and
Canada.
Depreciation on vehicles leased for the year ended December 31, 1997 was $169
million compared to $92 million in 1996 and $46 million in 1995. The increase
in depreciation expense was due to higher levels of vehicles leased in Canada
and United States.
Service fee income was $322 million for the year ended December 31, 1997,
compared to $299 million and $271 million for the years ended December 31,
1996 and 1995, respectively. The increase in Service fee income over the last
two years is due to higher levels of sold receivables which the Company
continues to service.
Investment and other income increased to $567 million in 1997, compared to
$391 million in 1996 and $407 million in 1995. The increase in Investment and
other income for 1997 compared to 1996 reflects higher gains on sold
receivables. Investment and other income in 1996 reflects a $9 million loss
and in 1995 reflects a $12 million gain from the sale of certain
nonautomotive assets. The increase in receivable sale gains for 1996 compared
to 1995 was offset by a decrease in interest income earned on cash
equivalents and marketable securities.
Operating and other expenses totaled $501 million in 1997, compared to $523
million in 1996 and $508 million in 1995. Operating and other expenses for
1996 and 1995 include costs associated with early retirement packages offered
to employees. Early retirement packages were not offered in 1997.
Provision for credit losses for 1997 totaled $443 million compared to $387
million and $342 million in 1996 and 1995, respectively. The increase in
Provision for credit losses for both 1997 and 1996 compared to 1995 reflects
higher loss experience from retail automotive receivables.
Net credit loss experience, including net losses on receivables sold subject
to limited credit risk, for the years ended December 31, 1997, 1996 and 1995
was as follows (dollars in millions):
Year Ended December 31,
-----------------------
1997 1996 1995
-------- ---------- ----------
Net Credit Losses - Finance Receivables:
Automotive $ 393 $ 358 $ 229
Nonautomotive 14 35 23
--------- ---------- ----------
Total $ 407 $ 393 $ 252
========= ========== ==========
Net Credit Losses - Finance Receivables to
Average Gross Finance Receivables Outstanding:
Automotive 1.13% 1.06% 0.70%
Nonautomotive 0.38% 1.06% 0.69%
Total 1.06% 1.06% 0.70%
9
Chrysler Financial Corporation and Subsidiaries
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued
--------------------------------------------------------
Financial Review (continued)
During 1997, the Company experienced high credit losses on automotive retail
receivables. Company management attributes the credit losses to the combined
effect of the credit mix of retail receivable originations and the increase
in frequency of default and repossession necessitating an increase in the
level of servicing and collection by the Company. While credit loss
experience may continue, actions have been taken to improve credit mix,
collections and servicing of the retail receivable portfolio. However, no
assurance can be given as to future results.
The Company's allowance for credit losses totaled $559 million, $526 million
and $578 million at December 31, 1997, 1996 and 1995, respectively. The
allowance for credit losses as a percentage of related finance receivables
outstanding was 1.60 percent at December 31, 1997, 1.52 percent at December
31, 1996 and 1.69 at December 31, 1995. The increase in allowance for credit
losses as a percentage of related finance receivables outstanding is
primarily attributable to higher credit loss provisions during 1997.
The Company's portfolio of receivables and leases managed, which includes
receivables owned and receivables serviced for others, totaled $39.4 billion
at December 31, 1997, $39.1 billion at December 31, 1996 and $38.1 billion at
December 31, 1995. The increase in receivables and leases managed over the
last two years, reflects higher automotive volume. Receivables serviced for
others totaled $29.1 billion, $28.0 billion, and $25.3 billion at December
31, 1997, 1996 and 1995, respectively.
Total assets at December 31, 1997, were $19.3 billion, compared to $17.5
billion and $17.8 billion at December 31, 1996 and 1995, respectively. The
increase in total assets is primarily attributable to the higher balance of
vehicles leased and an increase in loans and other amounts due from
affiliated companies.
Total debt outstanding was $12.7 billion, $11.2 billion, and $11.8 billion at
December 31, 1997, 1996 and 1995, respectively. The increase in total debt is
attributable to the need to fund higher automotive volume. The Company's
debt-to-equity ratio was 3.9 to 1 at December 31, 1997, compared to 3.4 to 1
at December 31, 1996 and 3.6 to 1 at December 31, 1995.
Liquidity and Capital Resources
Term debt, commercial paper and receivable sales represent the Company's
primary funding sources. During 1997, the Company issued $4.0 billion of term
debt (primarily medium term notes), repaid $3.1 billion of term debt and
increased its commercial paper by $0.4 billion.
Receivable sales continued to be a significant source of funding during 1997
as the Company realized $9.0 billion of net proceeds from the sale of
automotive retail receivables, compared to $8.1 billion of net proceeds in
1996. Securitization of revolving wholesale account balances provided funding
which aggregated $6.1 billion and $6.8 billion at December 31, 1997 and 1996,
respectively.
At December 31, 1997, the Company had contractual debt maturities of $6.0
billion in 1998 (including $3.0 billion of short-term notes with an average
remaining term of 53 days), $3.3 billion in 1999, $2.3 billion in 2000, $0.4
billion in 2001, $0.5 billion in 2002 and $0.2 billion thereafter. The
Company expects that 1998 debt maturities will be funded from continued
access to term debt markets, issuances of commercial paper, receivable sales
(including approximately $1.5 billion in eligible wholesale receivables held
by securitization trusts) and operating cash flows.
10
Chrysler Financial Corporation and Subsidiaries
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------- ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued
--------------------------------------------------------
Liquidity and Capital Resources (continued)
The Company has revolving credit facilities, which total $8.0 billion,
consisting of a $2.0 billion facility expiring in April 1998 and a $6.0
billion facility expiring in April 2002. These facilities include $1.0
billion allocated to Chrysler Credit Canada Ltd. As of December 31, 1997, no
amounts were outstanding under these facilities.
The Company paid dividends to Chrysler Corporation totaling $415 million,
$382 million and $335 million for the years ended December 31, 1997, 1996 and
1995, respectively.
The Company believes that cash provided by operations, receivable sales,
access to term debt markets and issuance of commercial paper will provide
sufficient liquidity to meet its funding requirements.
Year 2000 Date Conversion
In 1996, the Company began the process of identifying, evaluating and
implementing changes to computer programs necessary to address the year 2000
issue. This issue affects computer systems that have time-sensitive programs
that may not properly recognize the year 2000. This could result in major
system failures or miscalculations. The Company is currently addressing its
internal year 2000 issue with modifications to existing programs and
conversions to new programs. The Company is also communicating with dealers,
financial institutions, software vendors and others with which it conducts
business to help them identify and resolve the year 2000 issue. If necessary
modifications and conversions are not completed in a timely manner, the year
2000 issue may have a material effect on the operations of the Company. The
total cost associated with the required modifications and conversions is not
known at this time, however, it is not expected to be material to the
Company's financial position and is being expensed as incurred.
New Accounting Standards
In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130, "Reporting Comprehensive Income," effective for fiscal years
beginning after December 15, 1997. This statement establishes standards for
reporting and display of comprehensive income and its components in a full
set of general-purpose financial statements. This statement requires that all
items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that
is displayed with the same prominence as other financial statements. Based on
current accounting standards, this new accounting statement is not expected
to have a material impact on the Company's consolidated financial statements.
The Company will adopt this accounting standard effective January 1, 1998, as
required.
In September 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information," effective for financial statements
for periods beginning after December 15, 1997. This statement establishes
standards for reporting information about operating segments in annual
financial statements and requires that enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas and major customers. The Company has
not determined the impact that the adoption of this new accounting standard
will have on its consolidated financial statement disclosures. The Company
will adopt this accounting standard effective January 1, 1998, as required.
11
Chrysler Financial Corporation and Subsidiaries
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------- ----------------------------------------------------------
Derivative Financial Instruments
The Company is exposed to market risks, including fluctuations in interest
rates, variability in spread relationships (Prime to LIBOR spreads),
mismatches of repricing intervals between finance receivables and related
funding obligations, and variability in currency exchange rates. The Company
has established policies, procedures, and internal processes governing its
management of market risks and the use of financial instruments to manage its
exposure to such risks. Sensitivity of earnings to these risks are managed by
entering into securitization transactions, issuing debt obligations with
appropriate price and term characteristics, and utilizing derivative
financial instruments. These derivative financial instruments consist
primarily of interest rate swaps. The Company does not use derivative
financial instruments for trading purposes.
The Company uses several techniques, including market value, static gap
analysis and value at risk, to assess the market risk of its derivative
financial instruments. The Company has included all financial assets and
liabilities, including those owned and securitized, in its value at risk
model. Value at risk measures potential losses of a portfolio from adverse
changes in market factors for a specified time period and confidence level.
The Company uses a historical simulation model in its calculation of value at
risk. The model uses a 95 percent confidence level and a three-month time
horizon ending December 31, 1997 to measure the potential loss in fair value
that could arise from changes in market conditions. The model also takes into
account actual observed correlations and diversification across market
factors, including interest rates and currencies.
The Company uses interest rate swap agreements to change the characteristics
of its fixed and variable rate exposures and to manage the Company's
asset/liability match. The Company's interest rate swap portfolio is an
integral element of its risk management policy, and as such, all swaps are
linked to an underlying debt or securitization obligation.
Based on the Company's overall interest rate exposure at December 31, 1997,
fluctuations in interest rates in the near term would not materially affect
the Company's consolidated operating results, financial position or cash
flows.
Exposure to variability in foreign exchange rates is mitigated through the
use of natural hedges, whereby the lending and funding requirements are both
managed in the home currency of such countries. In the past, the Company
entered into currency exchange agreements to manage its exposure arising from
fluctuating exchange rates related to specific funding transactions. As of
December 31, 1997, there were no outstanding currency exchange agreements.
Based on the Company's overall currency rate exposure at December 31, 1997,
movements in currency rates would not materially affect the financial
position of the Company.
12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Chrysler Financial Corporation and Subsidiaries
Consolidated Statement of Net Earnings
(in millions of dollars)
Year Ended December 31,
-----------------------
1997 1996 1995
---- ---- ----
Finance Revenue (Notes 1 and 11):
Automotive:
Retail (Note 3) $ 728 $ 710 $ 718
Wholesale and other (Note 3) 455 579 643
Vehicles leased - rents and fees (Notes 5 and 9) 346 242 104
Nonautomotive 119 132 156
----- ----- -----
Total finance revenue 1,648 1,663 1,621
Interest expense (Note 6) 816 797 910
Depreciation on vehicles leased (Note 1) 169 92 46
----- ----- -----
Net margin 663 774 665
Other Revenues:
Servicing fee income (Note 1) 322 299 271
Insurance premiums earned (Note 7) 117 128 140
Investment and other income (Note 3) 567 391 407
----- ----- -----
Net margin and other revenues 1,669 1,592 1,483
----- ----- -----
Costs and Expenses:
Operating and other expenses 501 523 508
Provision for credit losses (Notes 1 and 2) 443 387 342
Insurance losses and loss adjustment expenses (Notes 1 and 7) 88 96 111
----- ----- -----
Total costs and expenses 1,032 1,006 961
----- ----- -----
Earnings before income taxes 637 586 522
Provision for income taxes (Note 8) 218 210 183
----- ----- -----
Net Earnings $ 419 $ 376 $ 339
====== ====== =====
<FN>
See Notes to Consolidated Financial Statements.
13
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Consolidated Balance Sheet
(in millions of dollars)
December 31,
----------------
1997 1996
------- -------
Assets (Note 1):
Finance receivables - net (Note 2) ....................... $10,926 $11,158
Retained interests in sold receivables - net
(Notes 2 and 3) ........................................ 3,111 3,153
------- -------
Total finance receivables and retained interests -
net .................................................. 14,037 14,311
Cash and cash equivalents (Note 4) ....................... 380 230
Marketable securities (Note 4) ........................... 408 472
Vehicles leased - net (Note 5) ........................... 1,736 614
Dealership properties leased - net (Note 5) .............. 281 319
Repossessed collateral ................................... 76 146
Loans and other amounts due from affiliated companies
(Note 11)............................................... 1,705 859
Other assets ............................................. 698 582
------- -------
Total Assets ............................................. $19,321 $17,533
======= =======
Liabilities (Note 1):
Debt (Note 6) ............................................ $12,718 $11,245
Accounts payable, accrued expenses and other (Note 7) .... 1,474 1,372
Deferred income taxes (Note 8) ........................... 1,832 1,628
------- -------
Total Liabilities ...................................... 16,024 14,245
------- -------
Commitments and contingent liabilities (Notes 3, 7
and 9)..................................................
Shareholder's Investment (Note 10):
Common stock - par value $100 per share:
Authorized, issued and outstanding 250,000 shares ...... 25 25
Additional paid-in capital .............................. 1,168 1,168
Retained earnings ....................................... 2,104 2,095
------- -------
Total Shareholder's Investment ........................ 3,297 3,288
------- -------
Total Liabilities and Shareholder's Investment ........... $19,321 $17,533
======= =======
See Notes to Consolidated Financial Statements.
14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Consolidated Statement of Cash Flows
(in millions of dollars)
Year Ended December 31,
--------------------------------
1997 1996 1995
-------- -------- --------
Cash Flows From Operating Activities:
Net earnings ............................................. $ 419 $ 376 $ 339
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Gains from receivable sales net of amortization
(Note 3) .............................................. (64) (21) (10)
Net loss (gain) from sales of nonautomotive assets ..... -- 9 (12)
Provision for credit losses ............................ 443 387 342
Depreciation and amortization .......................... 191 118 88
Change in deferred income taxes and income taxes payable 201 136 (62)
Change in amounts due to/from affiliated companies ..... 39 143 136
Change in accounts payable, accrued expenses and other . 193 (65) 58
-------- -------- --------
Net cash provided by operating activities ................ 1,422 1,083 879
-------- -------- --------
Cash Flows From Investing Activities:
Acquisitions of finance receivables ...................... (75,679) (73,170) (75,472)
Collections of finance receivables ....................... 26,118 21,784 29,105
Sales of finance receivables ............................. 49,167 50,743 44,912
Purchases of marketable securities (Note 4) .............. (1,918) (1,910) (2,189)
Sales and maturities of marketable securities ............ 1,988 3,096 2,386
Change in loans to affiliated companies (Note 11) ........ (885) (864) --
Purchases of vehicles leased ............................. (1,446) (366) (321)
Sales of vehicles leased ................................. 116 59 16
Sales of nonautomotive assets ............................ -- 225 94
Change in cash and investments held by securitization
trust .................................................. 145 (86) 100
Other .................................................... 64 32 29
-------- -------- --------
Net cash used in investing activities .................... (2,330) (457) (1,340)
-------- -------- --------
Cash Flows From Financing Activities:
Change in short-term notes ............................... 354 181 (1,880)
Issuance of term debt .................................... 3,965 1,163 4,281
Repayment of term debt ................................... (3,076) (1,962) (1,143)
Change in bank borrowings - International ................ 127 90 --
Payment of dividends ..................................... (415) (382) (335)
Other .................................................... 103 38 (160)
-------- -------- --------
Net cash provided by (used in) financing activities ...... 1,058 (872) 763
-------- -------- --------
Change in cash and cash equivalents ....................... 150 (246) 302
Cash and cash equivalents at beginning of year ............ 230 476 174
-------- -------- --------
Cash and Cash Equivalents at End of Year .................. $ 380 $ 230 $ 476
======== ======== ========
The Company acquired $1.0 billion and $250 million of marketable securities
in non-cash transactions relating to the securitization of retail receivables
in 1996 and 1995, respectively.
See Notes to Consolidated Financial Statements.
15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Chrysler
Financial Corporation and its consolidated subsidiaries (the "Company").
Intercompany accounts and transactions have been eliminated. Chrysler
Financial Corporation's common shares are owned by Chrysler Corporation
(together with its subsidiaries "Chrysler"). Amounts for prior years have
been reclassified to conform with the current year's classifications.
Nature of Operations
The Company is a financial services organization that principally provides
consumer and dealer automotive financing. The Company provides retail and
lease financing for vehicles, dealer inventory and other financing needs,
dealer property and casualty insurance, and dealership facility development
and management primarily for Chrysler dealers and their customers. The
principal markets for the Company's automotive financial products and
services are the United States and Canada. The Company also provides
automotive financial products and services in Europe and Asia. The Company's
nonautomotive operations consist of leveraged lease investments and other
commercial loans.
Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these
estimates.
Receivable Sales
The Company sells significant amounts of automotive retail and wholesale
receivables in transactions subject to limited credit risk. The Company
generally sells its receivables to a trust and remains as servicer for which
it is paid a servicing fee. Servicing fees are earned on a level yield basis
over the remaining terms of the related sold receivables. In a subordinated
capacity, the Company retains residual cash flows, a limited interest in the
principal of the sold receivables, and certain cash deposits provided as
credit enhancements for investors.
Gains or losses from the sales of finance receivables are recognized in the
period in which such sales occur. In determining the gain or loss for each
qualifying sale of finance receivables, the investment in the sold receivable
pool is allocated between the portion sold and the portion retained, based on
their relative fair values. Since the allowance for credit losses is provided
prior to receivable sales, gains from receivable sales are not reduced for
expected credit losses. Gains or losses are reflected under the caption,
"Investment and other income."
Effective January 1, 1997, the Company adopted the SFAS No. 125, which
requires retail and wholesale receivable sales occuring after December 31,
1996 to be accounted for as sales when legal and effective control over
transferred receivables is surrendered.
Revenue Recognition
Finance revenue from finance receivables is recognized using the interest
method. Certain loan and lease origination costs are deferred and amortized
to finance revenue over the contractual terms.
Recognition of finance revenue is generally suspended when a loan or lease
becomes contractually delinquent for periods ranging from 60 to 90 days.
Finance revenue recognition is resumed when the loan or lease becomes
contractually current, at which time all past due finance revenue is
recognized.
Property and casualty premiums are earned on a straight-line basis over the
term of their respective policies.
16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
Lease Transactions
Leasing operations consist of operating leases of vehicles and leveraged
leases of major equipment and real estate, all of which are accounted for in
accordance with the classification of the leases. The related revenue is
recorded as finance revenue. Leased vehicle revenue is recognized and
depreciation is provided on a straight-line basis over the lease term.
The Company has significant investments in the residual values of its leasing
portfolios. These residual values represent estimates of the value of the
leased assets at the end of the contract terms and are initially recorded
based upon appraisals and estimates. Residual values are periodically
reviewed to determine that recorded amounts are not impaired.
Allowance for Credit Losses
An allowance for credit losses is generally established during the period in
which retail receivables or vehicles leased are acquired. The allowance for
credit losses is maintained at a level deemed appropriate, based primarily on
loss experience. Other factors affecting collectibility are also evaluated,
and appropriate adjustments are recorded. Retail automotive receivables and
vehicles leased are charged to the allowance for credit losses net of the
estimated value of repossessed collateral at the time of repossession.
Nonautomotive finance receivables are reduced to the estimated fair value of
the collateral when loans are deemed to be impaired.
Reserve for Insurance Losses and Loss Adjustment Expenses
The reserve for insurance losses and loss adjustment expenses, included in
"Accounts payable, accrued expenses and other", represents the estimated net
liability for incurred losses based upon prior years' experience adjusted for
current trends. The methods for making such estimates and for establishing
the resulting liability are continually reviewed, and adjustments are
recorded, if necessary.
Cash Equivalents
Temporary investments with a maturity of less than three months when
purchased are considered to be cash equivalents.
Marketable Securities
The Company's debt and equity securities are classified as available-for-sale
and are reported at fair value. Changes in the fair value of
available-for-sale securities are recorded as adjustments to retained
earnings, net of applicable deferred taxes. The Company determines gains and
losses on securities using the specific identification method.
Repossessed Collateral
Repossessed collateral and real estate owned are carried at the lower of fair
value less estimated selling expenses or cost. Repossessed collateral
carrying costs and gains or losses from disposition of such assets are
recognized in the period incurred. Fair value for real estate owned is
determined by appraisal.
17
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
Derivative Financial Instruments (Note 13)
The Company uses derivative financial instruments to manage funding costs and
exposures arising from fluctuations in interest rates, variability in spread
relationships (Prime to LIBOR spreads), mismatches of repricing intervals
between finance receivables and related funding obligations, and variability
in currency exchange rates. These derivative financial instruments consist
primarily of interest rate swaps. The Company does not use derivative
financial instruments for trading purposes.
Interest differentials resulting from interest rate swap agreements used to
change the interest rate characteristics of the Company's debt are recorded
on an accrual basis as an adjustment to interest expense. Interest rate swaps
related to term debt are matched with specific obligations. Interest rate
swaps are matched with groups of commercial paper obligations on a layered
basis.
Gains or losses on early terminations of derivative financial instruments
that modify the interest rate characteristics of debt are deferred and
amortized as adjustments to interest expense over the remaining term of the
related borrowing.
The Company hedges against borrowings denominated in currencies other than
the borrowers' local currency. Such borrowings are translated in the
financial statements at the rates of exchange established under the related
currency exchange agreements.
Income Taxes
Chrysler Financial Corporation and its U.S. subsidiaries are included in
Chrysler's consolidated U.S. income tax return. The Company's provision for
income taxes is determined on a separate return basis. Under the Tax Sharing
Agreement between the Company and Chrysler, U.S. income taxes have been
settled substantially without regard to alternative minimum tax or
limitations on utilization of net operating losses and foreign tax credits.
Deferred tax assets and liabilities reflect the impact of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Note 2 - Finance Receivables and Retained Interests - Net
Outstanding balances of "Finance receivables - net" were as follows (in
millions of dollars):
December 31,
--------------------
1997 1996
-------- --------
Automotive:
Retail (Note 11) ........................... $ 3,621 $ 4,710
Wholesale and other (Note 11) .............. 3,252 3,755
Retained senior interests in sold
wholesale receivables (1) ................ 1,511 677
-------- --------
Total automotive .......................... 8,384 9,142
-------- --------
Nonautomotive:
Leveraged leases ........................... 2,572 1,952
Commercial ................................. 143 252
-------- --------
Total nonautomotive ....................... 2,715 2,204
-------- --------
Total finance receivables ................... 11,099 11,346
Allowance for credit losses (2) ............. (173) (188)
-------- --------
Total finance receivables - net ............ $ 10,926 $ 11,158
======== ========
<FN>
(1) Represents receivables held in trust eligible to be securitized or
returned to the Company.
(2) During 1996, the allowance for credit losses was reduced $40 million as a
result of the sale of nonautomotive assets.
18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 2 - Finance Receivables and Retained Interests - Net (continued)
The Company's retained interests are generally restricted and subject to
credit risk. The following is a summary of amounts included in "Retained
interests in sold receivables - net" (in millions of dollars):
December 31,
------------------
1997 1996
-------- -------
Cash and investments ..................... $ 361 $ 506
Subordinated interests in receivables .... 2,843 2,543
Residual cash flows* ..................... 284 202
Other .................................... -- 237
Allowance for credit losses .............. (377) (335)
------- -------
Total retained interests in sold
receivables - net ..................... $ 3,111 $ 3,153
======= =======
<FN>
* Residual cash flows approximate fair market value as of December 31, 1997.
Changes in the allowance for credit losses, including vehicles leased and
receivables sold subject to credit risk, were as follows (in millions of
dollars):
Year Ended December 31,
------------------------
1997 1996 1995
----- ----- -----
Balance at beginning of year ............. $ 526 $ 578 $ 512
Provision for credit losses .............. 443 387 342
Net credit losses ........................ (409) (393) (252)
Reduction due to sale of
nonautomotive assets ................... -- (40) --
Other adjustments ........................ (1) (6) (24)
----- ----- -----
Balance at end of year ................. $ 559 $ 526 $ 578
===== ===== =====
Nonearning finance receivables and nonearning receivables sold subject to
credit risk totaled $238 million and $263 million at December 31, 1997 and
1996, respectively, which represents 0.7 percent and 0.8 percent of such
receivables outstanding, respectively.
Maturities of finance receivables at December 31, 1997, are as follows: 1998
- - $5,527 million; 1999 - $935 million; 2000 - $1,149 million; 2001 - $515
million; 2002 - $455 million; thereafter - $2,518 million. Actual cash flow
experience will vary from contractual maturities due to future receivable
sales, prepayments and charge-offs.
The Company's investment in leveraged leases included in "Finance receivables
- - net" and related deferred income taxes and commitments, were as follows (in
millions of dollars):
December 31,
------------------
1997 1996
------- -------
Rentals receivable (net of principal and
interest on nonrecourse debt) ............ $ 3,207 $ 2,015
Residual values ............................ 905 923
Unearned income ............................ (1,462) (903)
Deferred investment tax credits ............ (78) (83)
------- -------
Net receivables ........................... 2,572 1,952
Deferred income taxes and commitments ...... (1,897) (1,626)
------- -------
Net investment in leveraged leases ........ $ 675 $ 326
======= =======
19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 3 - Sales of Receivables
The Company sells receivables subject to limited credit risk. Outstanding
balances of sold finance receivables, excluding retained senior interests in
sold wholesale receivables, were as follows (in millions of dollars):
December 31,
-----------------
1997 1996
------- -------
Retail ............................ $16,096 $15,048
Wholesale ......................... 7,187 8,014
------- -------
Total ............................ $23,283 $23,062
======= =======
Gains, net of related amortization, recognized from the sales of receivables
were as follows (in millions of dollars):
Year Ended December 31,
-----------------------
1997 1996 1995
----- ----- -----
Retail:
Gross gains on sales ............. $ 204 $ 169 $ 122
Amortization ..................... (168) (148) (112)
----- ----- -----
Net gains ........................ $ 36 $ 21 $ 10
===== ===== =====
Wholesale:
Gross gains on sales ............. $ 170 $-- $--
Amortization ..................... (142) -- --
----- ----- -----
Net gains ........................ $ 28 $-- $--
===== ===== =====
Total:
Gross gains on sales ............. $ 374 $ 169 $ 122
Amortization ..................... (310) (148) (112)
----- ----- -----
Net gains ........................ $ 64 $ 21 $ 10
===== ===== =====
Gains and losses from the sales of receivables are recognized in the period
in which such sales occur, and are included in "Investment and other income."
Amortization relating to these gains is recognized as an adjustment to
"Finance Revenue" over the life of the sold receivables. Provisions for
expected credit losses are generally provided during the period in which such
receivables are acquired. Since the allowance for credit losses is separately
provided prior to the receivable sales, gains from receivable sales are not
reduced for expected credit losses. The provision for credit losses related
to such sales amounted to $268 million, $244 million and $180 million for the
years ended December 31, 1997, 1996 and 1995, respectively. The Company began
recognizing gains and losses on wholesale receivable sales pursuant to the
implementation of the Statement of Financial Accounting Standards ("SFAS")
No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," effective January 1, 1997.
The Company is committed to sell all wholesale receivables related to certain
dealer accounts.
20
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 4 - Securities
Contractual maturities of marketable debt securities at December 31, 1997,
were as follows (in millions of dollars):
Available-for-sale
Securities
------------------
Fair
Cost Value
---- ----
Within one year ................................ $ 19 $ 19
After one year through five years .............. 93 95
After five years through ten years ............. 76 77
After ten years ................................ 142 148
---- ----
Total ......................................... $330 $339
==== ====
The proceeds from sales of available-for-sale securities were $264 million,
$138 million and $129 million for the years ended December 31, 1997, 1996 and
1995, respectively. The related realized gains and losses were immaterial.
The Company's portfolio of securities, which includes investments classified
as marketable securities and cash equivalents was as follows (in millions of
dollars):
December 31, 1997
-------------------------------
Fair Gross Unrealized
Cost Value Gains Losses
---- ----- ----- ---------
Available-for-sale securities:
Bond - Corporate/Public Utility ............ $194 $200 $ 8 $ 2
State/Municipal ..................... 13 14 1 --
Government securities - United States and
Canada ................................... 110 112 3 1
Short-term notes ........................... 13 13 -- --
---- ---- ---- ----
Total debt securities ................... 330 339 12 3
Common stocks ......................... 45 49 5 1
Preferred stocks ...................... 19 20 1 --
---- ---- ---- ----
Total available-for-sale securities .. 394 408 $ 18 $ 4
==== ====
Cash equivalents ............................ 143 143
---- ----
Total securities ........................ $537 $551
==== ====
21
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 4 - Securities (continued)
December 31, 1996
-------------------------------
Fair Gross Unrealized
Cost Value Gains Losses
---- ----- ----- ---------
Available-for-sale securities:
Bond - Corporate/Public Utility ............ $111 $114 $ 5 $ 2
State/Municipal ..................... 50 51 1 --
Government securities - United States and
Canada ................................... 156 157 3 2
Short-term notes ........................... 37 37 -- --
Asset-backed securities* ................... 72 72 -- --
---- ---- ---- ----
Total debt securities ................... 426 431 9 4
Common stocks ......................... 13 13 -- --
Preferred stocks ...................... 27 28 1 --
---- ---- ---- ----
Total available-for-sale securities .. 466 472 $ 10 $ 4
==== ====
Cash equivalents ............................ 38 38
---- ----
Total securities ........................ $504 $510
==== ====
<FN>
*Money market notes purchased from trusts established in connection with the
Company's securitization of retail receivables.
The Company had $408 million and $400 million of marketable securities
limited for use in its insurance operations in accordance with various
statutory requirements at December 31, 1997 and 1996, respectively.
Note 5 - Vehicles Leased and Dealership Properties Leased - Net
"Vehicles leased - net" was as follows (in millions of dollars):
December 31,
---------------
1997 1996
----- -----
Vehicles at cost ..................... $1,995 $ 743
Accumulated depreciation ............. (250) (126)
Allowance for credit losses .......... (9) (3)
------ -----
Vehicles leased - net ............... $1,736 $ 614
====== =====
Future minimum rentals on vehicles leased at December 31, 1997 are as
follows: 1998 - $333 million; 1999 - $211 million; 2000 - $52 million; and
2001 - $3 million.
"Dealership properties leased - net" was as follows (in millions of dollars):
December 31,
--------------
1997 1996
----- -----
Dealership properties at cost .......... $ 398 $ 441
Accumulated depreciation ............... (117) (122)
----- -----
Dealership properties leased - net .... $ 281 $ 319
===== =====
Future minimum rentals on dealership properties leased at December 31, 1997
are as follows: 1998 - $39 million; 1999 - $33 million; 2000 - $23 million;
2001 - $16 million; 2002 - $8 million; and thereafter - $10 million.
22
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 6 - Debt
Average effective costs of borrowing were as follows:
Year Ended December 31,
--------------------------------------------------
1997 1996
----------------------- -----------------------
Short- Short-
Term Term Total Term Term Total
Notes Debt Debt Notes Debt Debt
------ ---- ----- ------ ---- -----
United States operations.. 6.1% 6.8% 6.7% 6.1% 6.9% 6.9%
Consolidated operations... 5.4% 6.8% 6.5% 5.6% 7.0% 6.9%
Debt outstanding at December 31, 1997 and 1996 was as follows (in millions of
dollars):
Weighted Average December 31,
Interest Rates* at -----------------
Maturity December 31, 1997 1997 1996
- -------- ------------------ ------- -------
Short-term notes placed primarily
in the open market:
United States ..................... $ 2,261 $ 2,008
Canada ............................ 709 608
------- -------
Total short-term notes
(primarily commercial paper) ... 5.5% 2,970 2,616
------- -------
Bank borrowings - International ...... 4.1% 217 90
------- -------
Senior term debt:
United States, due
1997 ............................... -- 2,877
1998 ............................... 6.4% 2,309 2,309
1999 ............................... 7.7% 2,719 1,531
2000 ............................... 6.5% 1,845 788
2001 ............................... 5.9% 401 376
2002 ............................... 5.9% 465 40
Thereafter ......................... 5.7% 159 9
------- -------
Total United States .............. 7,898 7,930
Canada, due 1997-2001 ............... 5.8% 1,426 505
------- -------
Total senior term debt ............ 9,324 8,435
Other borrowings ..................... 8.5% 207 104
------- -------
Total debt .......................... $12,718 $11,245
======= =======
<FN>
* The weighted average interest rates, including the effects of interest
rate exchange agreements, have been calculated on the basis of rates in
effect at December 31, 1997, including $906 million of variable rate
senior term debt.
Interest paid by the Company for the years ended December 31, 1997, 1996 and
1995 amounted to $791 million, $788 million and $847 million, respectively.
The Company has contractual debt maturities at December 31, 1997, as follows:
1998 - $6.0 billion (including $3.0 billion of short-term notes with an
average remaining term of 53 days); 1999 - $3.3 billion; 2000 - $2.3 billion;
2001 - $0.4 billion; 2002 - $0.5 billion; and thereafter - $0.2 billion.
23
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 6 - Debt (continued)
The Company manages its exposure arising from changes in interest rates and
currency exchange rates by utilizing derivative financial instruments (see
Note 13 - Financial Instruments).
Credit Facilities
The Company has revolving credit facilities, which total $8.0 billion,
consisting of a $2.0 billion facility expiring in April 1998 and a $6.0
billion facility expiring in April 2002. These facilities include $1.0
billion allocated to Chrysler Credit Canada Ltd. As of December 31, 1997, no
amounts were outstanding under these facilities.
Note 7 - Reinsurance Arrangements and Property and Casualty Insurance Reserves
The Company enters into various reinsurance contracts with other insurance
enterprises and reinsurers to reduce the losses that may arise from
catastrophes or other events. Reinsurance contracts do not relieve the
Company from its obligations to policyholders. Failure of reinsurers to
fulfill their obligations could result in losses to the Company.
The amounts reported as "Insurance premiums earned" are net of related ceded
reinsurance premiums of $46 million, $49 million and $46 million for the
years ended December 31, 1997, 1996 and 1995, respectively. Amounts reported
as "Insurance losses and loss adjustment expenses" are net of related
reinsurance loss and loss adjustment expenses of $48 million, $28 million and
$26 million for the years ended December 31, 1997, 1996 and 1995,
respectively.
Included in "Accounts payable, accrued expenses and other" are net unearned
premiums and net reserves for insurance losses and loss adjustment expenses
for the Company's property and casualty and life insurance operations, as
follows (in millions of dollars):
December 31,
--------------
1997 1996
----- -----
Direct and assumed unearned premiums .......... $ 50 $ 58
Reinsurance ceded ............................. (5) (6)
----- -----
Net unearned premiums ....................... $ 45 $ 52
===== =====
Direct and assumed reserve for insurance
losses and loss adjustment expenses ........ $ 225 $ 210
Reinsurance ceded ............................. (62) (38)
----- -----
Net reserve for insurance losses and loss
adjustment expenses ....................... $ 163 $ 172
===== =====
24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 7 - Reinsurance Arrangements and Property and Casualty Insurance Reserves
(continued)
Changes in the net reserve for unpaid losses and loss adjustment expenses net
of reinsurance, salvage and subrogation for the Company's property and
casualty operations were as follows (in millions of dollars):
Year Ended December 31,
------------------------
1997 1996 1995
----- ----- -----
Balance at beginning of year (net of
reinsurance ceded of $38 million,
$33 million and $44 million) .............. $ 172 $ 180 $ 177
Incurred related to:
Current year ............................... 103 109 117
Prior years ................................ (15) (12) (8)
----- ----- -----
Total incurred ............................ 88 97 109
----- ----- -----
Paid related to:
Current year ............................... (44) (49) (51)
Prior years ................................ (53) (56) (55)
----- ----- -----
Total paid ................................ (97) (105) (106)
----- ----- -----
Balance at end of year (net of
reinsurance ceded of $62 million,
$38 million and $33 million) ............... $ 163 $ 172 $ 180
===== ===== =====
Note 8 - Income Taxes
The provision for income taxes included the following (in millions of
dollars):
Year Ended December 31,
------------------------
1997 1996 1995
----- ----- -----
Current tax expense (credit):
United States .............................. $ (25) $ 56 $ 218
State and local ............................ 1 (3) 15
Foreign .................................... 13 10 14
----- ----- -----
Total current tax expense (credit) ........ (11) 63 247
----- ----- -----
Deferred tax expense (credit):
United States .............................. 197 111 (71)
State and local ............................ 15 22 3
Foreign .................................... 17 14 4
----- ----- -----
Total deferred tax expense (credit) ....... 229 147 (64)
----- ----- -----
Total provision for income taxes ............ $ 218 $ 210 $ 183
===== ===== =====
Income taxes in the amount of $11 million were refunded to the Company for
the year ended December 31, 1997. Included in this amount were taxes refunded
by Chrysler under the Tax Sharing Agreement of $20 million. Income taxes paid
by the Company for the years ended December 31, 1996 and 1995 amounted to $4
million and $337 million, respectively. Included in these amounts were taxes
refunded (net of taxes paid) by Chrysler under the Tax Sharing Agreement of
$13 million in 1996 and taxes paid (net of refunds) to Chrysler under the Tax
Sharing Agreement of $312 million in 1995.
25
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 8 - Income Taxes (continued)
The provision for income taxes differs from the amount of income tax
determined by applying the U.S. statutory income tax rate to earnings before
income taxes, as follows (in millions of dollars):
Year Ended December 31,
-------------------------
1997 1996 1995
----- ----- -----
Tax at U.S. statutory rate ............. $ 223 $ 205 $ 183
State and local income taxes ........... 10 12 12
Foreign income taxes ................... 6 5 8
Tax credits ............................ (14) (6) (2)
Purchase accounting adjustments ........ -- -- (6)
Leveraged lease rate adjustments ....... (6) (5) (5)
Other .................................. (1) (1) (7)
----- ----- -----
Total provision for income taxes ...... $ 218 $ 210 $ 183
===== ===== =====
Effective tax rate ..................... 34.2% 35.8% 35.0%
Statutory tax rate ..................... 35.0% 35.0% 35.0%
The tax-effected temporary differences which comprise deferred tax assets and
liabilities were as follows (in millions of dollars):
December 31,
-----------------------------------------------
1997 1996
--------------------- ---------------------
Deferred Deferred Deferred Deferred
Tax Tax Tax Tax
Assets Liabilities Assets Liabilities
-------- ----------- --------- ----------
Nondeductible reserves ...... $ 205 $ -- $ 201 $ --
Leasing activities .......... -- 1,921 -- 1,768
Depreciation ................ -- 9 -- 9
State and local taxes ....... -- 141 -- 127
Postretirement benefits
other than pensions ....... 23 -- 23 --
Foreign currency exchange ... 34 -- 29 --
Servicing transactions ...... 5 -- 40 --
Other ....................... 45 73 59 76
------ ------- ------ -------
Total ...................... $ 312 $ 2,144 $ 352 $ 1,980
====== ======= ====== =======
Note 9 - Commitments and Contingent Liabilities
Various legal actions are pending against the Company, some of which seek
damages in large or unspecified amounts and other relief. Although such legal
actions are subject to many uncertainties and the outcome of individual
actions is not predictable with assurance, the Company believes these actions
constitute routine litigation encountered in the normal course of business.
Although the ultimate amount of liability with respect to such actions cannot
be determined at December 31, 1997, the Company has reserves which it
believes will be sufficient to cover these actions. After giving effect to
these reserves, management believes the ultimate resolution of these actions
will not have a material effect on the Company's financial position.
In connection with an agreement with a third party, the Company services a
portfolio of retail leases. The Company is contingently liable for credit
losses and certain residual value enhancements above agreed upon values. The
Company records income as services are provided, and establishes reserves for
its estimated liabilities, as appropriate. Net fees under this agreement are
included in "Vehicles leased - rents and fees." At December 31, 1997, the
Company is contingently liable under this agreement for approximately $57
million.
26
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 9 - Commitments and Contingent Liabilities (continued)
The Company is obligated under terms of noncancelable operating leases for
the majority of its office facilities and equipment, as well as for a number
of dealership facilities which are subleased to Chrysler-authorized
automotive dealers. These leases are generally renewable and provide that
certain expenses related to the properties are to be paid by the lessee.
Future minimum lease commitments under the aforementioned leases with
remaining terms in excess of one year at December 31, 1997 are as follows:
1998 - $45 million; 1999 - $39 million; 2000 - $32 million; 2001 - $27
million; 2002 - $19 million; and thereafter - $71 million. Future minimum
lease commitments have not been reduced by minimum sublease rentals of $116
million due in the future under noncancelable subleases.
Rental expense for operating leases for the years ended December 31, 1997,
1996 and 1995 was $47 million, $47 million and $50 million, respectively.
Sublease rentals of $37 million, $37 million and $40 million were received in
1997, 1996 and 1995, respectively.
At December 31, 1997, the Company had guaranteed obligations of Chrysler in
the amount of $176 million related to international lines of credit.
The Company is contingently liable for interest rate risk under certain
variable rate securitization transactions.
Note 10 - Shareholder's Investment
"Shareholder's Investment" is summarized as follows (in millions of dollars):
Additional Total
Common Paid-In Retained Shareholder's
Stock Capital Earnings Investment
------ --------- -------- -------------
Balance - December 31, 1994 .... $25 $1,168 $2,080 $3,273
Net earnings .................. -- -- 339 339
Common stock dividends ........ -- -- (335) (335)
Net unrealized holding gains
on securities ............... -- -- 25 25
--- ------ ------ ------
Balance - December 31, 1995 .... 25 1,168 2,109 3,302
--- ------ ------ ------
Net earnings .................. -- -- 376 376
Common stock dividends ........ -- -- (382) (382)
Net unrealized holding losses
on securities ............... -- -- (8) (8)
--- ------ ------ ------
Balance - December 31, 1996 .... 25 1,168 2,095 3,288
--- ------ ------ ------
Net earnings .................. -- -- 419 419
Common stock dividends ........ -- -- (415) (415)
Net unrealized holding gains
on securities ................ -- -- 5 5
--- ------ ------ ------
Balance - December 31, 1997 .... $25 $1,168 $2,104 $3,297
=== ====== ====== ======
27
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 11 - Transactions with Affiliates
The Company has an Income Maintenance Agreement with Chrysler. The agreement
provides for payments to maintain the Company's required coverage of earnings
available for fixed charges at 110 percent. No payments were required
pursuant to the Income Maintenance Agreement for 1997, 1996 or 1995.
Gains and losses from translating assets and liabilities outside the United
States to U.S. dollar equivalents are credited or charged to Chrysler in
accordance with an agreement indemnifying the Company against losses incurred
as a result of foreign exchange risks. Pursuant to this agreement, the
Company charged Chrysler $15 million in 1997, $1 million in 1996 and paid
approximately $1 million in 1995.
Pursuant to an agreement between Chrysler and Chrysler Realty Corporation,
the Company received fees of $16 million in 1997, $19 million in 1996 and $22
million in 1995. The fees include charges for administrative services
rendered in the management of dealership land and facilities, reimbursement
of holding costs on vacant facilities, reimbursement of charges by the
Company to dealer tenants for rent in amounts less than the Company pays as
rent on certain leased facilities and for rent in amounts less than current
market rent on certain owned facilities.
The Company provides financing related to programs sponsored by Chrysler for
the sale and lease of Chrysler vehicles. Under these programs, interest rate
differentials received from Chrysler are earned on a level yield basis over
the term of the receivables, or if the related receivables are sold, unearned
amounts are included in the calculation of gains or losses from the sale of
retail receivables. The Company has an agreement with Chrysler for residual
value support on certain retail leasing transactions.
The Company provided secured financing to Chrysler which was repaid during
1997. The outstanding balances under these agreements were $714 million at
December 31, 1996. These amounts were included in "Finance receivables net"
as "Retail."
In addition, the Company purchases trade receivables from Chrysler. The
amount of purchased receivables outstanding was $0.6 billion and $1.4 billion
at December 31, 1997 and 1996, respectively. These amounts were included in
"Finance receivables - net" as "Wholesale and other."
During 1996, the Company executed a $1.1 billion secured revolving loan
agreement with Chrysler Canada Ltd. ("CCL") to fund CCL's purchase of leased
vehicles. At December 31, 1997, $817 million was outstanding compared to $432
million at December 31, 1996.
Chrysler had $932 million and $433 million of short-term borrowings from the
Company at December 31, 1997 and 1996, respectively.
Effective as of January 1, 1996, the Company contributed the shares of its
wholly owned subsidiary, Chrysler Comercial, S.A. de C.V. to Grupo Chrysler
de Mexico, S.A. de C.V. ("Grupo") in exchange for shares of Grupo. The
noncash exchange was recorded at historical cost resulting in an increase in
"Other assets" of approximately $59 million and a decrease in "Finance
receivables - net" of $278 million, "Debt" of $34 million, "Amounts due to
affiliated companies" of $167 million and "Deferred income taxes" of $13
million. The Company has recorded its investment in Grupo under the cost
method. Amounts for prior years have not been restated for the transfer of
ownership due to immateriality.
The Company and Chrysler have a support agreement in which Chrysler will
reimburse the Company for actual credit losses in Mexico up to a specified
amount. Reimbursement for credit losses will be recorded as a reduction to
the Company's investment.
Revenues for affiliates accounted for 7%, 5% and 7% of total revenues for
1997, 1996 and 1995, respectively.
28
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 12 - Employee Benefit Plans
Pension plans sponsored by Chrysler, which provide noncontributory and
contributory benefits, cover substantially all of the employees of Chrysler
Financial Corporation and certain of its consolidated subsidiaries. The
noncontributory Chrysler Pension Plan provides benefits based on a fixed rate
for each year of service. Additionally, the contributory Chrysler Salaried
Employees' Retirement Plan provides benefits to salaried employees based on
the employee's cumulative contributions, years of service during which
employee contributions were made and employee's average salary during the
consecutive five years in which salary was highest in the 15 years preceding
retirement. Net pension expense was $9 million in 1997, $23 million in 1996
and $24 million in 1995 (including $9 million in 1996 and $17 million in
1995, in connection with voluntary early retirement programs offered in those
years).
The Company provides health and life insurance benefits to substantially all
of its U.S. and Canadian employees. Upon retirement from the Company,
employees may become eligible for continuation of these benefits. However,
benefits and eligibility rules may be modified periodically.
Note 13 - Financial Instruments
Derivative Financial Instruments
The Company uses derivative financial instruments with off-balance sheet risk
in the normal course of business to manage funding costs and exposures
arising from fluctuations in interest rates, variability in spread
relationships (Prime to LIBOR spreads), mismatches of repricing intervals
between finance receivables and related funding obligations, and variability
in currency exchange rates. These derivative financial instruments consist
primarily of interest rate swaps. The Company manages exposure to
counterparty credit risk by entering into derivative financial instruments
with highly rated institutions that can be expected to fully perform under
the terms of such agreements. In the past, the Company entered into currency
exchange agreements to manage its exposure arising from fluctuating exchange
rates related to specific funding transactions. Notional amounts are used to
measure the volume of derivative financial instruments and do not represent
settlement exposure.
The Company uses interest rate swap agreements to change the characteristics
of its fixed and variable rate exposures and to manage the Company's
asset/liability match. The Company's interest rate swap portfolio is an
integral element of its risk management policy and as such, all swaps are
specific to a specific funding transaction.
29
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 13 - Financial Instruments (continued)
The off-balance sheet interest rate derivatives and related financial
instruments were as follows (in millions of dollars):
Notional Amounts
Outstanding and
Weighted Average Rates
Variable December 31,
Interest Rate Derivatives Rate Maturing ----------------------
and Related Financial Instruments Indices Through 1997 1996
- --------------------------------- ------------ -------- --------- ---------
Pay Fixed Interest Rate Swaps
Short-term notes 1998 $ 250 $ 250
Weighted average pay rate 9.08% 9.08%
Weighted average receive rate Money Market 5.73% 5.59%
Term notes 2000 $1,055 $ 369
Weighted average pay rate 5.88% 5.44%
Weighted average receive rate LIBOR 5.89% 4.41%
Receive Fixed Interest Rate Swaps
Term notes 2012 $ 508 $1,436
Weighted average pay rate LIBOR 6.02% 8.07%
Weighted average receive rate 6.97% 9.03%
Variable Interest Rate Swaps
Term notes 2000 $1,616 $1,611
Weighted average pay rate LIBOR 5.83% 5.51%
Weighted average receive rate Fed Funds 5.76% 5.62%
------ ------
Total notional amounts outstanding $3,429 $3,666
====== ======
The impact of interest rate derivatives on interest expense was not material
in 1997, 1996 and 1995.
Prior to 1997, the Company entered into currency exchange agreements to
manage its exposure arising from fluctuating exchange rates related to
specific funding transactions. The Company hedged against borrowings
denominated in currencies other than the borrowers' local currency. The
borrowings were translated in the financial statements at the rates of
exchange established under the related currency exchange agreement. As of
December 31, 1997, there were no outstanding currency exchange agreements.
The reported amount of such currency borrowings was $75 million at December
31, 1996. If the Company had not entered into currency exchange agreements,
the recorded amount of debt would have been $22 million higher at December
31, 1996.
The Company's portfolio of currency derivative financial instruments at
December 31, 1996, included 150 million Deutsche Marks which matured in 1997
with a weighted average interest rate of 6.63%. The contract or notional
amount and the net unrealized gain as of December 31, 1996 were $75 million
and $26 million, respectively.
Fair Value of Financial Instruments
The estimated fair value amounts have been determined by the Company using
available market information and valuation methodologies as described below.
Considerable judgment is required in interpreting market data to develop the
estimates of fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange. The use of different market assumptions or valuation
methodologies may have a material effect on the estimated fair value amounts.
30
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 13 - Financial Instruments (continued)
The carrying amounts and estimated fair values of the Company's financial
instruments were as follows (in millions of dollars):
December 31,
--------------------------------------
1997 1996
----------------- -----------------
Carrying Fair Carrying Fair
Balance Sheet financial instruments: Amount Value Amount Value
-------- ------- -------- -------
Marketable securities ............... $ 408 $ 408 $ 472 $ 472
Finance receivables - net (1) ....... $ 8,356 $ 8,345 $ 9,172 $ 9,167
Retained interests in sold
receivables - net (2).............. $ 3,111 $ 3,115 $ 3,153 $ 3,120
Debt (3) ............................ $12,718 $12,812 $11,267 $11,410
Currency exchange agreements (4) .... $ -- $ -- $ 22 $ 26
<FN>
(1) The carrying value of finance receivables - net excludes approximately
$2,570 million and $1,986 million of leases classified as "Finance
receivables - net" in the Company's Consolidated Balance Sheet at
December 31, 1997 and 1996, respectively. December 31, 1997 and 1996
data includes approximately $3,929 million and $4,702 million,
respectively, of finance receivables which reprice monthly at current
market rates. The carrying value approximates fair value.
(2) Residual cash flows approximate fair market value as of December 31,
1997.
(3) December 31, 1997 and 1996 data includes approximately $4,781 million
and $3,934 million, respectively, of short-term notes, term debt and
other borrowings which reprice at current market rates.
(4) The carrying amount is recorded in the balance sheet as a net reduction
in debt.
The carrying value of cash and cash equivalents and accounts payable
approximates market value due to the short maturity of these instruments.
Derivative financial instruments with off-balance sheet risk were as follows
(in millions of dollars):
December 31,
---------------------------------------------------
1997 1996
------------------------ ------------------------
Contract or Unrealized Contract or Unrealized
Notional Gains Notional Gains
Amount (Losses) Amount (Losses)
----------- ---------- ----------- ----------
Aggregate unrealized gain positions:
Interest rate swaps ................... $ 840 $ 9 $1,246 $ 14
Aggregate unrealized loss positions:
Interest rate swaps ................... 2,589 (13) 2,420 (22)
------ --- ------ ----
Total ................................ $3,429 $ (4) $3,666 $ (8)
====== ==== ====== ====
The methods and assumptions used to estimate the fair value of financial
instruments are summarized as follows:
Marketable Securities
The fair value of marketable securities was estimated using quoted market
prices.
31
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 13 - Financial Instruments (continued)
Finance Receivables - Net
The carrying value of variable rate finance receivables was assumed to
approximate fair value since they are priced at current market rates. The
fair value of fixed rate finance receivables was estimated by discounting
expected cash flows using rates at which loans of similar maturities would be
made as of December 31, 1997 and 1996, respectively.
Retained Interests in Sold Receivables - Net
The fair value of residual cash flows and other subordinated amounts due the
Company arising from receivable sale transactions was estimated by
discounting expected cash flows at current market rates.
Debt
The fair value of debt was estimated by discounting cash flows using rates
currently available for debt with similar terms and remaining maturities.
Interest Rate Swaps
The fair value of the Company's existing interest rate swaps was estimated by
discounting net cash flows using quoted market interest rates.
Currency Exchange Agreements
The fair value of currency exchange agreements was estimated by discounting
expected cash flows using market exchange rates and relative market interest
rates over the remaining term of the agreements.
The fair value estimates presented herein are based on pertinent information
available as of the date of the Consolidated Balance Sheet. Although
management is not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been revalued since the
date of the Consolidated Balance Sheet and, therefore, current estimates of
fair value may differ significantly from the amounts presented herein.
32
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 14 - Revenues, Earnings and Assets by Business Segment and
Geographical Area
Revenues, earnings and assets of finance and insurance operations were as
follows (in millions of dollars):
Year Ended December 31,
----------------------------
1997 1996 1995
------- ------- --------
Finance revenue and other revenues:
Finance operations .................................. $ 2,491 $ 2,315 $ 2,266
Insurance operations ................................ 163 166 173
------- ------- --------
Consolidated finance revenue and other revenues .... $ 2,654 $ 2,481 $ 2,439
======= ======= ========
Earnings before income taxes:
Finance operations .................................. $ 596 $ 549 $ 492
Insurance operations ................................ 41 37 30
------- ------- --------
Consolidated earnings before income taxes .......... $ 637 $ 586 $ 522
======= ======= ========
December 31,
----------------------------
1997 1996 1995
------- ------- --------
Assets:
Finance operations .................................. $18,869 $17,098 $ 17,405
Insurance operations ................................ 452 435 430
------- ------- --------
Consolidated assets ................................ $19,321 $17,533 $ 17,835
======= ======= ========
Revenues, earnings and assets by geographical area were as follows
(in millions of dollars):
Year Ended December 31,
----------------------------
1997 1996 1995
------- ------- --------
Revenues:
United States ....................................... $ 2,321 $ 2,251 $ 2,154
Canada .............................................. 322 230 162
Other ............................................... 11 -- 123*
------- ------- --------
Consolidated revenues .............................. $ 2,654 $ 2,481 $ 2,439
======= ======= ========
Earnings before income taxes:
United States ....................................... $ 569 $ 530 $ 495
Canada .............................................. 67 56 37
Other ............................................... 1 -- (10)*
------- ------- --------
Consolidated earnings before income taxes .......... $ 637 $ 586 $ 522
======= ======= ========
December 31,
----------------------------
1997 1996 1995
------- ------- --------
Assets:
United States ....................................... $16,641 $16,090 $ 16,753
Canada .............................................. 2,532 1,443 837
Other ............................................... 148 -- 245*
------- ------- --------
Consolidated assets ................................ $19,321 $17,533 $ 17,835
======= ======= ========
<FN>
* See Note 11
33
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 15 - Selected Quarterly Financial Data - Unaudited
Selected quarterly financial data for the years ended December 31, 1997 and
1996 were as follows (in millions of dollars):
Year Ended December 31, 1997
-------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
Total finance revenue ............. $413 $404 $395 $436
Interest expense .................. $195 $204 $210 $207
Net margin and other revenues ..... $407 $390 $422 $450
Provision for credit losses ....... $100 $ 86 $111 $146
Provision for income taxes ........ $ 48 $ 53 $ 57 $ 60
Net earnings ...................... $ 93 $103 $111 $112
Year Ended December 31, 1996
-------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
Total finance revenue ............. $433 $414 $406 $410
Interest expense .................. $216 $211 $178 $192
Net margin and other revenues ..... $376 $389 $396 $431
Provision for credit losses ....... $ 67 $ 88 $ 92 $140
Provision for income taxes ........ $ 56 $ 54 $ 50 $ 50
Net earnings ...................... $ 98 $101 $ 94 $ 83
34
Chrysler Financial Corporation and Subsidiaries
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
- ------- -------------------------------------------------------
RESPONSIBILITY FOR FINANCIAL REPORTING
- --------------------------------------
The Company's management is responsible for preparing the financial
statements in this Annual Report. This responsibility includes maintaining
the integrity and objectivity of financial data and the presentation of the
Company's results of operations and financial position in accordance with
generally accepted accounting principles. The financial statements include
amounts that are based on management's best estimates and judgements.
The Company's financial statements have been audited by Deloitte & Touche
LLP, independent auditors. Their audits were conducted in accordance with
generally accepted auditing standards and included consideration of the
internal control system and tests of transactions as part of planning and
performing their audits.
The Company maintains a system of internal controls throughout its operations
that provides reasonable assurance that its records reflect its transactions
in all material respects and that significant misuse or loss of assets will
be prevented. Management believes that the Company's system of internal
controls is adequate to accomplish these objectives on a continuous basis.
The Company maintains a strong internal auditing program that independently
assesses the effectiveness of the internal controls and recommends possible
improvements. Management has considered the internal auditors' and Deloitte &
Touche LLP's recommendations concerning the Company's system of internal
controls and has taken appropriate actions to respond to these
recommendations.
The Board of Directors of Chrysler Corporation, acting through its Audit
Committee composed solely of nonemployee directors, is responsible for
determining that management fulfills its responsibilities in the preparation
of financial statements and the maintenance of internal controls. In
fulfilling its responsibility, the Audit Committee recommends independent
auditors to the Board of Directors for appointment by the shareholders of
Chrysler Corporation. The Audit Committee also reviews the Company's
consolidated financial statements and adequacy of internal controls. The
Audit Committee meets regularly with management, the internal auditors and
the independent auditors. Both the independent auditors and the internal
auditors have full and free access to the Audit Committee, without management
representatives present, to discuss the results of their audits and their
views on the adequacy of internal controls and the quality of financial
reporting.
It is the business philosophy of the Company to obey the law and to require
that its employees conduct their activities according to the highest
standards of business ethics. This responsibility is characterized and
reflected in various policies of the Company. A systematic program is
maintained to assess compliance with these policies.
s/DARRELL L. DAVIS s/THOMAS F. GILMAN
- ------------------ ------------------
Darrell L. Davis Thomas F. Gilman
Chairman of the Board Vice President and Controller
35
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36
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT AUDITORS' REPORT
Shareholder and Board of Directors
Chrysler Financial Corporation
Southfield, Michigan
We have audited the accompanying consolidated balance sheet of Chrysler
Financial Corporation (a subsidiary of Chrysler Corporation) and consolidated
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of net earnings and cash flows for each of the three years in the
period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Chrysler Financial Corporation
and consolidated subsidiaries as of December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the three years
in the period ended December 31, 1997, in conformity with generally accepted
accounting principles.
s/ Deloitte & Touche L.L.P
January 22, 1998
37
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38
Chrysler Financial Corporation and Subsidiaries
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
- ------- -----------------------------------------------------------
AND FINANCIAL DISCLOSURES
-------------------------
There is nothing to report with regard to this item.
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------
(Omitted in accordance with General Instruction I.)
ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------
(Omitted in accordance with General Instruction I.)
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------- --------------------------------------------------------------
(Omitted in accordance with General Instruction I.)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
(Omitted in accordance with General Instruction I.)
39
Chrysler Financial Corporation and Subsidiaries
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
(a) The following documents are filed as part of this report:
1. Financial Statements
--------------------
Financial statements filed as part of this Form 10-K are listed
under Part II, Item 8 of this Form 10-K.
2. Financial Statement Schedules
-----------------------------
Independent Auditors' Report on Schedule (page 37 of Form 10-K)
Schedule II - Valuation and qualifying accounts and reserves
(page 63 of Form 10-K)
Notes:
(A) Separate Company financial statements of Chrysler Financial
Corporation for the years ended December 31, 1996, 1995 and
1994 are omitted as not required under instructions
contained in Regulation S-X.
(B) Schedules other than those listed above have been omitted
as not required under instructions contained in Regulation
S-X or inapplicable.
Exhibits
- --------
3-A Copy of the Restated Articles of Incorporation of Chrysler
Financial Corporation as adopted and filed with the Corporation
Division of the Michigan Department of Treasury on October 1,
1971. Filed as Exhibit 3-A to Registration No. 2-43097 of
Chrysler Financial Corporation, and incorporated herein by
reference.
3-B Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 26, 1975, April 23,
1985 and June 21, 1985, respectively. Filed as Exhibit 3-B to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1985, and incorporated herein by
reference.
3-C Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on August 12, 1987 and August
14, 1987, respectively. Filed as Exhibit 3 to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1987, and incorporated herein by
reference.
3-D Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 11, 1987 and
January 25, 1988, respectively. Filed as Exhibit 3-D to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1987, and incorporated herein by
reference.
40
Chrysler Financial Corporation and Subsidiaries
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
- continued
-----------
3-E Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on June 13, 1989 and June 23,
1989, respectively. Filed as Exhibit 3-E to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for the quarter
ended June 30, 1989, and incorporated herein by reference.
3-F Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on September 13, 1989, January
31, 1990 and March 8, 1990, respectively. Filed as Exhibit 3-E to
the Annual Report of Chrysler Financial Corporation on Form 10-K
for the year ended December 31, 1989, and incorporated herein by
reference.
3-G Copy of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on March 29, 1990 and May 10,
1990. Filed as Exhibit 3-G to the Quarterly Report of Chrysler
Financial Corporation on Form 10-Q for the quarter ended March
31, 1990, and incorporated herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as amended
to March 2, 1987. Filed as Exhibit 3-C to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1986, and incorporated herein by reference.
3-I Copy of the By-Laws of Chrysler Financial Corporation as amended
to August 1, 1990. Filed as Exhibit 3-I to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for the quarter
ended September 30, 1990, and incorporated herein by reference.
3-J Copy of By-Laws of Chrysler Financial Corporation as amended to
January 1, 1992, and presently in effect. Filed as Exhibit 3-H to
the Annual Report of Chrysler Financial Corporation on Form 10-K
for the year ended December 31, 1991, and incorporated herein by
reference.
4-A Copy of Indenture, dated as of June 15, 1984, between Chrysler
Financial Corporation and Manufacturers Hanover Trust Company, as
Trustee, United States Trust Company of New York, as successor
Trustee, related to Senior Debt Securities of Chrysler Financial
Corporation. Filed as Exhibit (1) to the Current Report of
Chrysler Financial Corporation on Form 8-K, dated June 26, 1984,
and incorporated herein by reference.
4-B Copy of Supplemental Indenture, dated as of August 24, 1995,
between Chrysler Financial Corporation and the United States
Trust Company of New York, as Trustee, to the Indenture, dated as
of June 15, 1984, related to Senior Debt Securities of Chrysler
Financial Corporation. Filed as Exhibit 4-K to the Current Report
of Chrysler Financial Corporation on Form 8-K, dated August 24,
1995, and incorporated herein by reference.
4-C Copy of Indenture, dated as of September 15, 1986, between
Chrysler Financial Corporation and Manufacturers Hanover Trust
Company, Trustee, United States Trust Company of New York, as
successor Trustee, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-E to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1986, and incorporated herein by
reference.
41
Chrysler Financial Corporation and Subsidiaries
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
- continued
-----------
4-D Copy of Indenture, dated as of February 15, 1988, between
Chrysler Financial Corporation and Manufacturers Hanover Trust
Company, Trustee, United States Trust Company of New York, as
successor Trustee, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-A to Registration No.
33-23479 of Chrysler Financial Corporation, and incorporated
herein by reference.
4-E Copy of First Supplemental Indenture, dated as of March 1, 1988,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York,
as successor Trustee, to the Indenture, dated as of February 15,
1988, between such parties, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-L to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1987, and incorporated herein by
reference.
4-F Copy of Second Supplemental Indenture, dated as of September 7,
1990, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of
New York, as successor Trustee, to the Indenture, dated as of
February 15, 1988, between such parties, related to Chrysler
Financial Corporation Senior Debt Securities. Filed as Exhibit
4-M to the Quarterly Report of Chrysler Financial Corporation on
Form 10-Q for the quarter ended September 30, 1990, and
incorporated herein by reference.
4-G Copy of Third Supplemental Indenture, dated as of May 4, 1992,
between Chrysler Financial Corporation and United States Trust
Company of New York, as successor Trustee, to the Indenture,
dated as of February 15, 1988 between such parties, relating to
Chrysler Financial Corporation Senior Debt Securities. Filed as
Exhibit 4-N to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended June 30, 1992, and
incorporated herein by reference.
10-A Copy of Income Maintenance Agreement, made December 20, 1968,
among Chrysler Financial Corporation, Chrysler Corporation and
Chrysler Motors Corporation. Filed as Exhibit 13-D to
Registration Statement No. 2-32037 of Chrysler Financial
Corporation, and incorporated herein by reference.
10-B Copy of Agreement, made April 19, 1971, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors
Corporation, amending the Income Maintenance Agreement among such
parties. Filed as Exhibit 13-B to Registration Statement No.
2-40110 of Chrysler Financial Corporation and Chrysler
Corporation, and incorporated herein by reference.
10-C Copy of Agreement, made May 29, 1973, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors
Corporation, further amending the Income Maintenance Agreement
among such parties. Filed as Exhibit 5-C to Registration
Statement No. 2-49615 of Chrysler Financial Corporation, and
incorporated herein by reference.
10-D Copy of Agreement, made as of July 1, 1975, among Chrysler
Financial Corporation, Chrysler Corporation and Chrysler Motors
Corporation, further amending the Income Maintenance Agreement
among such parties. Filed as Exhibit D to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1975, and incorporated herein by reference.
42
Chrysler Financial Corporation and Subsidiaries
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
- continued
-----------
10-E Copy of Agreement, made June 4, 1976, between Chrysler Financial
Corporation and Chrysler Corporation further amending the Income
Maintenance Agreement between such parties. Filed as Exhibit 5-H
to Registration Statement No. 2-56398 of Chrysler Financial
Corporation, and incorporated herein by reference.
10-F Copy of Agreement, made March 27, 1986, between Chrysler
Financial Corporation, Chrysler Holding Corporation (now known as
Chrysler Corporation) and Chrysler Corporation (now known as
Chrysler Motors Corporation) further amending the Income
Maintenance Agreement among such parties. Filed as Exhibit 10-F
to the Annual Report of Chrysler Financial Corporation on Form
10-K for the year ended December 31, 1986, and incorporated
herein by reference.
10-G Copy of Short Term Revolving Credit Agreement, dated as of April
24, 1997, among Chrysler Financial Corporation, Chrysler Credit
Canada Ltd., the several commercial banks party thereto, as
Managing Agents, Royal Bank of Canada, as Canadian Administrative
Agent, and Chemical Bank, as Administrative Agent. Filed as
Exhibit 10-G to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended June 30, 1997, and
incorporated herein by reference.
10-H Copy of Long Term Revolving Credit Agreement, dated as of April
24, 1997, among Chrysler Financial Corporation, Chrysler Credit
Canada Ltd., the several commercial banks party thereto, as
Managing Agents, Royal Bank of Canada, as Canadian Administrative
Agent, and Chemical Bank, as Administrative Agent. Filed as
Exhibit 10-H to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended June 30, 1997, and
incorporated herein by reference.
10-I Copy of Amended and Restated Trust Agreement, dated as of April
1, 1993, among Premier Auto Receivables Company, Chrysler
Financial Corporation and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1993-2. Filed as
Exhibit 4.1 to the Quarterly Report of Premier Auto Trust 1993-2
on Form 10-Q for the quarter ended June 30, 1993, and
incorporated herein by reference.
10-J Copy of Indenture, dated as of April 1, 1993, between Premier
Auto Trust 1993-2 and Bankers Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1993-2. Filed as
Exhibit 4.2 of the Quarterly Report of Premier Auto Trust 1993-2
on Form 10-Q for the quarter ended June 30, 1993, and
incorporated herein by reference.
10-K Copy of Amended and Restated Trust Agreement, dated as of June 1,
1993, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1993-3. Filed as Exhibit 4.1 to the
Quarterly Report of Premier Auto Trust 1993-3 on Form 10-Q for
the quarter ended June 30, 1993, and incorporated herein by
reference.
10-L Copy of Indenture, dated as of June 1, 1993, between Premier Auto
Trust 1993-3 and Bankers Trust Company, as Indenture Trustee.
Filed as Exhibit 4.2 to the Quarterly Report of Premier Auto
Trust 1993-3 on Form 10-Q for the quarter ended June 30, 1993,
and incorporated herein by reference.
43
Chrysler Financial Corporation and Subsidiaries
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
- continued
-----------
10-M Copy of Amended and Restated Loan Agreement, dated as of June 1,
1993, between Chrysler Realty Corporation and Chrysler Credit
Corporation. Filed as Exhibit 10-XXXX to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-N Copy of Origination and Servicing Agreement, dated as of June 4,
1993, among Chrysler Leaserve, Inc., General Electric Capital
Auto Lease, Inc., Chrysler Credit Corporation and Chrysler
Financial Corporation. Filed as Exhibit 10-ZZZZ to the Quarterly
Report on Form 10-Q of Chrysler Financial Corporation for the
quarter ended September 30, 1993, and incorporated herein by
reference.
10-O Copy of Amended and Restated Trust Agreement, dated as of
September 1, 1993, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Trustee, with respect to Premier Auto Trust 1993-5. Filed as
Exhibit 4.1 to the Quarterly Report of Premier Auto Trust 1993-5
on Form 10-Q for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-P Copy of Indenture, dated as of September 1, 1993, between Premier
Auto Trust 1993-5 and Bankers Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1993-5. Filed as
Exhibit 4.2 to the Quarterly Report of Premier Auto Trust 1993-5
on Form 10-Q for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-Q Copy of Amended and Restated Trust Agreement, dated as of
November 1, 1993, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1993-6. Filed
as Exhibit 4-A to the Annual Report on Form 10-K of Premier Auto
Trust 1993-6 for the year ended December 31, 1993, and
incorporated herein by reference.
10-R Copy of Indenture, dated as of November 1, 1993, between Premier
Auto Trust 1993-6 and The Fuji Bank and Trust Company, as
Indenture Trustee, with respect to Premier Auto Trust 1993-6.
Filed as Exhibit 4-B to the Annual Report on Form 10-K of Premier
Auto Trust 1993-6 for the year ended December 31, 1993, and
incorporated herein by reference.
10-S Copy of Amended and Restated Trust Agreement, dated as of
February 1, 1994, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1994-1. Filed
as Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier
Auto Trust 1994-1 for the quarter ended March 31, 1994, and
incorporated herein by reference.
10-T Copy of Indenture, dated as of February 1, 1994, between Premier
Auto Trust 1994-1 and The Fuji Bank and Trust Company, as
Indenture Trustee, with respect to Premier Auto Trust 1994-1.
Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1994-1 for the quarter ended March 31, 1994,
and incorporated herein by reference.
10-U Copy of Amended and Restated Trust Agreement, dated as of May 1,
1994, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1994-2. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1994-2 for
the quarter ended June 30, 1994, and incorporated herein by
reference.
44
Chrysler Financial Corporation and Subsidiaries
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
- continued
-----------
10-V Copy of Indenture, dated as of May 1, 1994, between Premier Auto
Trust 1994-2 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1994-2. Filed as
Exhibit 4.2 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1994-2 for the quarter ended June 30, 1994, and
incorporated herein by reference.
10-W Copy of Amended and Restated Trust Agreement, dated as of June 1,
1994, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank, Delaware, with respect to Premier
Auto Trust 1994-3. Filed as Exhibit 4.1 to the Quarterly Report
on Form 10-Q of Premier Auto Trust 1994-3 for the quarter ended
June 30, 1994, and incorporated herein by reference.
10-X Copy of Indenture, dated as of June 1, 1994, between Premier Auto
Trust 1994-3 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1994-3. Filed as
Exhibit 4.2 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1994-3 for the quarter ended June 30, 1994, and
incorporated herein by reference.
10-Y Copy of Master Receivables Purchase Agreement among Chrysler
Credit Canada Ltd., CORE Trust and Chrysler Financial
Corporation, dated as of November 29, 1994. Filed as Exhibit
10-FFF to the Annual Report on Form 10-K of Chrysler Financial
Corporation for the year ended December 31, 1994, and
incorporated herein by reference.
10-Z Copy of Terms Schedule among Chrysler Credit Canada Ltd., CORE
Trust and Chrysler Financial Corporation, dated as of December 2,
1994, with respect to the sale of retail automotive receivables
to CORE Trust. Filed as Exhibit 10-GGG to the Annual Report on
Form 10-K of Chrysler Financial Corporation for the year ended
December 31, 1994, and incorporated herein by reference.
10-AA Copy of Terms Schedule among Chrysler Credit Canada Ltd., CORE
Trust and Chrysler Financial Corporation, dated as of December
22, 1994, with respect to the sale of retail automotive
receivables to CORE Trust. Filed as Exhibit 10-HHH to the Annual
Report on Form 10-K of Chrysler Financial Corporation for the
year ended December 31, 1994, and incorporated herein by
reference.
10-BB Copy of Receivables Purchase Agreement, dated as of December 15,
1994, among Chrysler Financial Corporation, Premier Auto
Receivables Company and ABN AMRO Bank, N.V. as Agent, with
respect to the sale of retail automotive receivables to Windmill
Funding Corporation. Filed as Exhibit 10-JJJ to the Annual Report
on Form 10-K of Chrysler Financial Corporation for the year ended
December 31, 1994, and incorporated herein by reference.
10-CC Copy of Amended and Restated Master Custodial and Servicing
Agreement, dated as of December 16, 1997 between Chrysler Credit
Canada Ltd. and The Royal Trust Company, as Custodian.
10-DD Copy of Amended and Restated Series 1995-1 Supplement, dated as
of December 16, 1997, among Chrysler Credit Canada Ltd., The
Royal Trust Company, Prime Trust, Auto Receivables Corporation
and Chrysler Financial Corporation, to the Amended and Restated
Master Custodial and Servicing Agreement, dated as of December
16, 1997.
45
Chrysler Financial Corporation and Subsidiaries
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
- continued
-----------
10-EE Copy of Trust Indenture, dated as of September 1, 1992, among
Canadian Dealer Receivables Corporation and Montreal Trust
Company of Canada, as Trustee. Filed as Exhibit 10-UUUUU to the
Registration Statement on Form S-2 of Chrysler Financial
Corporation (Registration Statement No. 33-51302) on November 24,
1992, and incorporated herein by reference.
10-FF Copy of Servicing Agreement, dated as of October 20, 1992,
between Chrysler Leaserve, Inc. (a subsidiary of General Electric
Capital Auto Lease, Inc.) and Chrysler Credit Corporation, with
respect to the sale of Gold Key Leases. Filed as Exhibit 10-YYYYY
to the Registration Statement on Form S-2 of Chrysler Financial
Corporation (Registration Statement No. 33-51302) on November 24,
1992, and incorporated herein by reference.
10-GG Copy of Amended and Restated Trust Agreement, dated as of August
1, 1993, among Premier Auto Receivables Company, Chrysler
Financial Corporation and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1993-4. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1993-4 for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-HH Copy of Indenture, dated as of August 1, 1993, between Premier
Auto Trust 1993-4 and Bankers Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1993-4. Filed as
Exhibit 4.2 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1993-4 for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-II Copy of Amended and Restated Trust Agreement, dated as of August
1, 1994, among Premier Auto Receivables Company, Chrysler
Financial Corporation and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1994-4. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1994-4 for the quarter ended September 30, 1994, and
incorporated herein by reference.
10-JJ Copy of Indenture, dated as of August 1, 1994, between Premier
Auto Trust 1994-4 and Bankers Trust Company, as Indenture
Trustee. Filed as Exhibit 4.2 to the Quarterly Report on Form
10-Q of Premier Auto Trust 1994-4 for the quarter ended September
30, 1994, and incorporated herein by reference.
10-KK Copy of Receivables Purchase Agreement, dated as of February 28,
1995, among Chrysler Financial Corporation, Premier Auto
Receivables Company and ABN AMRO Bank, N.V., with respect to the
sale of retail automotive receivables to Windmill Funding
Corporation. Filed as Exhibit 10-GGGG to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the quarter ended
March 31, 1995, and incorporated herein by reference.
10-LL Copy of Series 1994-1 Supplement, dated as of September 30, 1994,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to CARCO Auto Loan Master
Trust, Series 1994-1. Filed as Exhibit 3 to the Registration
Statement on Form 8-A of CARCO Auto Loan Master Trust dated
November 23, 1994, and incorporated herein by reference.
46
Chrysler Financial Corporation and Subsidiaries
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
- continued
-----------
10-MM Copy of Series 1995-1 Supplement, dated as of December 31, 1994,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to CARCO Auto Loan Master
Trust, Series 1995-1. Filed as Exhibit 3 to the Registration
Statement on Form 8-A of CARCO Auto Loan Master Trust dated
January 19, 1995, and incorporated herein by reference.
10-NN Copy of Series 1995-2 Supplement, dated as of February 28, 1995,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to CARCO Auto Loan Master Trust
1995-2. Filed as Exhibit 3 to CARCO Auto Loan Master Trust's
Registration Statement on Form 8-A dated March 27, 1995, and
incorporated herein by reference.
10-OO Copy of Amended and Restated Trust Agreement, dated as of
February 1, 1995, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1995-1. Filed
as Exhibit 4.1 to the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995 of Premier Auto Trust 1995-1, and
incorporated herein by reference.
10-PP Copy of Indenture, dated as of February 1, 1995, between Premier
Auto Trust 1995-1 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1995-1. Filed as Exhibit 4.2
to the Quarterly Report on Form 10-Q for the quarter ended March
31, 1995 of Premier Auto Trust 1995-1, and incorporated herein by
reference.
10-QQ Copy of Sale and Servicing Agreement, dated as of February 1,
1995, among Premier Auto Trust 1995-1, Chrysler Credit
Corporation and Chrysler Financial Corporation, with respect to
Premier Auto Trust 1995-1. Filed as Exhibit 4.3 to the Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995 of
Premier Auto Trust 1995-1, and incorporated herein by reference.
10-RR Copy of Amended and Restated Trust Agreement, dated as of April
1, 1995, among Premier Auto Receivables Company, Chrysler
Financial Corporation and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1995-2. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995 of Premier Auto Trust 1995-2, and
incorporated herein by reference.
10-SS Copy of Indenture, dated as of April 1, 1995, between Premier
Auto Trust 1995-2 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1995-2. Filed as Exhibit 4.2
to the Quarterly report on Form 10-Q for the quarter ended June
30, 1995 of Premier Auto Trust 1995-2, and incorporated herein by
reference.
10-TT Copy of Sale and Servicing Agreement, dated as of April 1, 1995,
among Premier Auto Trust 1995-2, Chrysler Credit Corporation and
Chrysler Financial Corporation, with respect to Premier Auto
Trust 1995-2. Filed as Exhibit 4.3 to the Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995 of Premier Auto
Trust 1995-2, and incorporated herein by reference.
10-UU Copy of Series 1995-3 Supplement, dated as of April 30, 1995,
among U.S. Auto Receivables Company, Chrysler Credit Corporation
and Manufacturers and Traders Trust Company, as Trustee, with
respect to CARCO Auto Loan Master Trust 1995-3. Filed as Exhibit
4-Z to the Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995 of CARCO Auto Loan Master Trust, and incorporated
herein by reference.
47
Chrysler Financial Corporation and Subsidiaries
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
- continued
-----------
10-VV Copy of Series 1995-4 Supplement, dated as of April 30, 1995,
among U.S. Auto Receivables Company, Chrysler Credit Corporation
and Manufacturers and Traders Trust Company, as Trustee, with
respect to CARCO Auto Loan Master Trust Series 1995-4. Filed as
Exhibit 4-AA to the Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995 of CARCO Auto Loan Master Trust, and
incorporated herein by reference.
10-WW Copy of Series 1995-4A Supplement, dated as of April 30, 1995,
among U.S. Auto Receivables Company, Chrysler Credit Corporation
and Manufacturers and Traders Trust Company, as Trustee, with
respect to CARCO Auto Loan Master Trust Series 1995-4A. Filed as
Exhibit 4-BB to the Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995 of CARCO Auto Loan Master Trust, and
incorporated herein by reference.
10-XX Copy of Master Receivables Purchase Agreement, made as of July
24, 1995, among Chrysler Credit Canada Ltd., The Royal Trust
Company and Chrysler Financial Corporation, with respect to Pure
Trust 1995-1. Filed as Exhibit 10-RRRR to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1995, and incorporated herein by reference.
10-YY Copy of Terms Schedule, dated as of July 24, 1995, among Chrysler
Credit Canada Ltd., The Royal Trust Company and Chrysler
Financial Corporation, with respect to Pure Trust 1995-1. Filed
as Exhibit 10-SSSS to the Quarterly Report on Form 10-Q of
Chrysler Financial Corporation for the quarter ended September
30, 1995, and incorporated herein by reference.
10-ZZ Copy of Receivables Purchase Agreement, dated as of December 14,
1995, among Chrysler Financial Corporation, Premier Auto
Receivables Company, Chrysler Credit Corporation, and ABN AMRO
Bank N.V., as Agent, with respect to the sale of retail
automotive receivables to Windmill Funding Corporation, Series
1995-2. Filed as Exhibit 10-KKKK to the Annual Report on Form
10-K of Chrysler Financial Corporation for the year ended
December 31, 1995, and incorporated herein by reference.
10-AAA Copy of Certificate of Trust of Premier Auto Trust 1995-3. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1995-3 for the quarter ended September 30, 1995, and
incorporated herein by reference.
10-BBB Copy of Amended and Restated Trust Agreement, dated as of July 1,
1995, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1995-3. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1995-3 for
the quarter ended September 30, 1995, and incorporated herein by
reference.
10-CCC Copy of Indenture, dated as of July 1, 1995, between Premier Auto
Trust 1995-3 and The Bank of New York, as Indenture Trustee, with
respect to Premier Auto Trust 1995-3. Filed as Exhibit 4.2 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1995-3 for
the quarter ended September 30, 1995, and incorporated herein by
reference.
48
Chrysler Financial Corporation and Subsidiaries
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
- continued
-----------
10-DDD Copy of Sale and Servicing Agreement, dated as of July 1, 1995,
among Premier Auto Trust 1995-3, Chrysler Credit Corporation and
Chrysler Financial Corporation, with respect to Premier Auto
Trust 1995-3. Filed as Exhibit 4.3 to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1995-3 for the quarter ended
September 30, 1995, and incorporated herein by reference.
10-EEE Copy of Terms Schedule among Chrysler Credit Canada Ltd., CORE
Trust and Chrysler Financial Corporation, dated as of December
14, 1995, with respect to CORE Trust 1995-1. Filed as Exhibit
10-PPPP to the Annual Report of Chrysler Financial Corporation
for the year ended December 31, 1995, and incorporated herein by
reference.
10-FFF Copy of Amended and Restated Trust Agreement, dated as of
November 1, 1995, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Receivables 1995-4.
Filed as Exhibit 4.1 to the Annual Report on Form 10-K of Premier
Auto Trust 1995-4 for the year ended December 31, 1995, and
incorporated herein by reference.
10-GGG Copy of Certificate of Trust of Premier Auto Trust 1995-4. Filed
as Exhibit 3 to the Annual Report on Form 10-K of Premier Auto
Trust 1995-4 for the year ended December 31, 1995, and
incorporated herein by reference.
10-HHH Copy of Indenture, dated as of November 1, 1995, between Premier
Auto Trust 1995-4 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1995-4. Filed as Exhibit 4.2
to the Annual Report on Form 10-K of Premier Auto Trust 1995-4
for the year ended December 31, 1995, and incorporated herein by
reference.
10-III Copy of Sale and Servicing Agreement, dated as of November 1,
1995, among Premier Auto Trust 1995-4, Chrysler Credit
Corporation and Chrysler Financial Corporation, with respect to
Premier Auto Trust 1995-4. Filed as Exhibit 4.3 to the Annual
Report on Form 10-K of Premier Auto Trust 1995-4 for the year
ended December 31, 1995, and incorporated herein by reference.
10-JJJ Copy of Receivables Purchase Agreement, dated as of May 30, 1996,
among Premier Auto Receivables Company, Chrysler Financial
Corporation, and ABN AMRO Bank, N.V., as Agent, with respect to
the sale of retail automotive receivables to Windmill Funding
Corporation, Series 1996-1. Filed as Exhibit 10-OOOO to the
Quarterly Report on Form 10-Q of Chrysler Financial Corporation
for the quarter ended June 30, 1996, and incorporated herein by
reference.
10-KKK Copy of Certificate of Trust of Premier Auto Trust 1996-1. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-1 for the quarter ended March 31, 1996, and
incorporated herein by reference.
10-LLL Copy of Amended and Restated Trust Agreement, dated as of March
1, 1996, among Premier Auto Receivables Company, Chrysler
Financial Corporation and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1996-1. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-1 for the quarter ended March 31, 1996, and
incorporated herein by reference.
49
Chrysler Financial Corporation and Subsidiaries
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
- continued
-----------
10-MMM Copy of Indenture, dated as of March 1, 1996, between Premier
Auto Trust 1996-1 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1996-1. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-1 for the quarter ended March 31,
1996, and incorporated herein by reference.
10-NNN Copy of Sale and Servicing Agreement, dated as of March 1, 1996,
between Premier Auto Trust 1996-1 and Chrysler Financial
Corporation (excluding Schedules A and C), for Premier Auto Trust
1996-1. Filed as Exhibit 4.3 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-1 for the quarter ended March 31,
1996, and incorporated by reference.
10-OOO Copy of Receivables Sale Agreement, dated as of June 27, 1996,
among Premier Receivables L.L.C., Chrysler Financial Corporation,
Asset Securitization Cooperative Corporation and Canadian
Imperial Bank of Commerce, as Administrative Agent. Filed as
Exhibit 10-TTTT to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended June 30, 1996, and
incorporated herein by reference.
10-PPP Copy of Asset Purchase Agreement, dated as of August 30, 1996,
between Chrysler First Business Credit Corporation and Berkeley
Federal Bank & Trust, F.S.B. Filed as Exhibit 10-IIII to the
Quarterly Report on Form 10-Q of Chrysler Financial Corporation
for the quarter ended September 30, 1996, and incorporated herein
by reference.
10-QQQ Copy of Asset Purchase Agreement, dated as of August 30, 1996,
between Chrysler First Business Credit Corporation and Blackrock
Capital Finance, L.P. Filed as Exhibit 10-JJJJ to the Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996, and
incorporated herein by reference.
10-RRR Copy of Certificate of Trust of Premier Auto Trust 1996-2. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-2 for the quarter ended June 30, 1996, and
incorporated herein by reference.
10-SSS Copy of Amended and Restated Trust Agreement, dated as of May 1,
1996, among Premier Auto Receivables Company, Chrysler Financial
Corporation, and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1996-2. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-2 for
the quarter ended June 30, 1996, and incorporated herein by
reference.
10-TTT Copy of Indenture, dated as of May 1, 1996, between Premier Auto
Trust 1996-2 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1996-2. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-2 for the quarter ended June 30, 1996,
and incorporated herein by reference.
10-UUU Copy of Sale and Servicing Agreement, dated as of May 1, 1996,
between Premier Auto Trust 1996-2 and Chrysler Financial
Corporation (excluding Schedules A and C), with respect to
Premier Auto Trust 1996-2. Filed as Exhibit 4.3 to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1996-2 for the quarter
ended June 30, 1996, and incorporated herein by reference.
10-VVV Copy of Certificate of Trust of Premier Auto Trust 1996-3. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-3 for the quarter ended June 30, 1996, and
incorporated herein by reference.
50
Chrysler Financial Corporation and Subsidiaries
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
- continued
-----------
10-WWW Copy of Amended and Restated Trust Agreement, dated as of June 1,
1996, among Premier Auto Receivables Company, Chrysler Financial
Corporation, and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1996-3. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-3 for
the quarter ended June 30, 1996, and incorporated herein by
reference.
10-XXX Copy of Indenture, dated as of June 1, 1996, between Premier Auto
Trust 1996-3 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1996-3. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-3 for the quarter ended June 30, 1996,
and incorporated herein by reference.
10-YYY Copy of Sale and Servicing Agreement, dated as of June 1, 1996,
between Premier Auto Trust 1996-3 and Chrysler Financial
Corporation (excluding Schedules A and C), with respect to
Premier Auto Trust 1996-3. Filed as Exhibit 4.3 to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1996-3 for the quarter
ended June 30, 1996, and incorporated herein by reference.
10-ZZZ Copy of Receivables Sale Agreement, dated as of November 25,
1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Asset Securitization Cooperative Corporation, and
Canadian Imperial Bank of Commerce, as Administrative Agent.
Filed as Exhibit 10-OOOO to the Annual Report on Form 10-K of
Chrysler Financial Corporation for the year ended December 31,
1996, and incorporated herein by reference.
10-AAAA Copy of Certificate of Trust of Premier Auto Trust 1996-4. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-4 for the quarter ended September 30, 1996, and
incorporated herein by reference. Filed as Exhibit 10-PPPP to the
Annual Report on Form 10-K of Chrysler Financial Corporation for
the year ended December 31, 1996, and incorporated herein by
reference.
10-BBBB Copy of Amended and Restated Trust Agreement, dated as of August
1, 1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, and Chase Manhattan Bank Delaware, as Owner Trustee,
with respect to Premier Auto Trust 1996-4. Filed as Exhibit 4.1
to the Quarterly Report on Form 10-Q of Premier Auto Trust 1996-4
for the quarter ended September 30, 1996, and incorporated herein
by reference.
10-CCCC Copy of Indenture, dated as of August 1, 1996, between Premier
Auto Trust 1996-4 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1996-4. Filed as Exhibit 4.2
to the Quarterly Report on Form 10-Q of Premier Auto Trust 1996-4
for the quarter ended September 30, 1996, and incorporated herein
by reference.
10-DDDD Copy of Sale and Servicing Agreement, dated as of August 1, 1996,
between Premier Auto Trust 1996-4 and Chrysler Financial
Corporation, with respect to Premier Auto Trust 1996-4. Filed as
Exhibit 4.3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-4 for the quarter ended September 30, 1996, and
incorporated herein by reference.
10-EEEE Copy of Receivables Sale Agreement, dated as of December 12,
1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Monte Rosa Capital Corporation, and Union Bank of
Switzerland, New York Branch, as Administrative Agent. Filed as
Exhibit 10-TTTT to the Annual Report on Form 10-K of Chrysler
Financial Corporation for the year ended December 31, 1996, and
incorporated herein by reference.
51
Chrysler Financial Corporation and Subsidiaries
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
- continued
-----------
10-FFFF Copy of Receivables Sale Agreement, dated as of December 12,
1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Old Line Funding Corp., and Royal Bank of Canada, as
Agent. Filed as Exhibit 10-UUUU to the Annual Report on Form 10-K
of Chrysler Financial Corporation for the year ended December 31,
1996, and incorporated herein by reference.
10-GGGG Copy of Amended and Restated Receivables Sale Agreement, dated as
of December 18, 1996, among Chrysler Credit Canada Ltd., Chrysler
Financial Corporation, Canadian Master Trust, and Nesbitt Burns,
Inc.
10-HHHH Copy of Loan Agreement, dated as of August 1, 1996, between
Chrysler Canada Ltd. and Chrysler Credit Canada Ltd., with
respect to Gold Key Leasing. Filed as Exhibit 10-WWWW to the
Annual Report on Form 10-K of Chrysler Financial Corporation for
the year ended December 31, 1996, and incorporated herein by
reference.
10-IIII Copy of Series 1996-1 Supplement, dated as of September 30, 1996,
among U.S. Auto Receivables Company, as Seller, Chrysler
Financial Corporation, as Servicer, and The Bank of New York, as
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-EE to the Annual Report on Form 10-K of CARCO Auto Loan
Master Trust for the year ended December 31, 1996, and
incorporated herein by reference.
10-JJJJ Copy of Series 1996-2 Supplement, dated as of November 30, 1996,
among U.S. Auto Receivables Company, as Seller, Chrysler
Financial Corporation, as Servicer, and The Bank of New York, as
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-FF to the Annual Report on Form 10-K of CARCO Auto Loan
Master Trust for the year ended December 31, 1996, and
incorporated herein by reference.
10-KKKK Copy of Certificate of Trust of Premier Auto Trust 1997-1. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1997-1 for the quarter ended March 31, 1997, and
incorporated herein by reference.
10-LLLL Copy of Amended and Restated Trust Agreement, dated as of March
1, 1997, among Premier Receivables L.L.C., Chrysler Financial
Corporation, and Chase Manhattan Bank Delaware, as Owner Trustee,
with respect to Premier Auto Trust 1997-1. Filed as Exhibit 4.1
to the Quarterly Report on Form 10-Q of Premier Auto Trust 1997-1
for the quarter ended March 31, 1997, and incorporated herein by
reference.
10-MMMM Copy of Indenture, dated as of March 1, 1997, between Premier
Auto Trust 1997-1 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1997-1. Filed as Exhibit 4.2
to the Quarterly Report on Form 10-Q of Premier Auto Trust 1997-1
for the quarter ended March 31, 1997, and incorporated herein by
reference.
10-NNNN Copy of Sale and Servicing Agreement, dated as of March 1, 1997,
between Premier Auto Trust 1997-1 and Chrysler Financial
Corporation, with respect to Premier Auto Trust 1997-1. Filed as
Exhibit 4.3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1997-1 for the quarter ended March 31, 1997, and
incorporated herein by reference.
52
Chrysler Financial Corporation and Subsidiaries
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
- continued
-----------
10-OOOO Copy of Receivables Sale Agreement, dated as of April 29, 1997,
among Premier Receivables L.L.C., Chrysler Financial Corporation,
Windmill Funding Corporation, and ABN AMRO Bank N.V., as
Administrative Agent. Filed as Exhibit 10-SSSS to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1997, and incorporated herein by
reference.
10-PPPP Copy of Receivables Sale Agreement, dated as of June 16, 1997,
among Premier Receivables L.L.C., Chrysler Financial Corporation,
Park Avenue Receivables Corporation, and the Chase Manhattan
Bank, as Funding Agent. Filed as Exhibit 10-TTTT to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1997, and incorporated herein by
reference.
10-QQQQ Copy of Receivable Sales Agreement, dated as of September 29,
1997, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Thunder Bay Funding Inc., and Royal Bank of Canada,
as Agent. Filed as Exhibit 10-UUUU to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1997, and incorporated herein by reference.
10-RRRR Copy of Certificate of Trust of Premier Auto Trust 1997-2. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1997-2 for the quarter ended September 30, 1997, and
incorporated herein by reference.
10-SSSS Copy of Amended and Restated Trust Agreement, dated as of August
1, 1997, among Premier Auto Receivables Company, Chrysler
Financial Corporation, and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1997-2. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1997-2 for the quarter ended September 30, 1997, and
incorporated herein by reference.
10-TTTT Copy of Indenture, dated as of August 1, 1997, between Premier
Auto Trust 1997-2 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1997-2. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1997-2 for the quarter ended September 30,
1997, and incorporated herein by reference.
10-UUUU Copy of Sale and Servicing Agreement, dated as of August 1, 1997,
between Premier Auto Trust 1997-2 and Chrysler Financial
Corporation (excluding Schedules A and C), with respect to
Premier Auto Trust 1997-2. Filed as Exhibit 4.3 to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1997-2 for the quarter
ended September 30, 1997, and incorporated herein by reference.
10-VVVV Copy of Certificate of Trust of Premier Auto Trust 1997-3. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1997-3 for the quarter ended September 30, 1997, and
incorporated herein by reference.
10-WWWW Copy of Amended and Restated Trust Agreement, dated as of
September 1, 1997, among Premier Auto Receivables Company,
Chrysler Financial Corporation, and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1997-3. Filed
as Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier
Auto Trust 1997-3 for the quarter ended September 30, 1997, and
incorporated herein by reference.
53
Chrysler Financial Corporation and Subsidiaries
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
- continued
-----------
10-XXXX Copy of Indenture, dated as of September 1, 1997, between Premier
Auto Trust 1997-3 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1997-3. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1997-3 for the quarter ended September 30,
1997, and incorporated herein by reference.
10-YYYY Copy of Sale and Servicing Agreement, dated as of September 1,
1997, between Premier Auto Trust 1997-3. Filed as Exhibit 4.3 to
the Quarterly Report on Form 10-Q of Premier Auto Trust 1997-3
for the quarter ended September 30, 1997, and incorporated herein
by reference.
10-ZZZZ Copy of Receivable Sale Agreement, dated as of November 6, 1997,
among Premier Receivables L.L.C., as Seller, Chrysler Financial
Corporation, as Servicer, Preferred Receivables Funding
Corporation, as a Purchaser, Falcon Asset Securitization
Corporation, as a Purchaser and the First National Bank of
Chicago, as Administrative Agent.
10-AAAAA Copy of Receivable Sale Agreement, dated as of November 20, 1997,
among Premier Receivables L.L.C., as Seller, Chrysler Financial
Corporation, as Servicer, Receivables Capital Corporation, as
Purchaser and Bank of America National Trust and Savings
Association, as Administrative Agent.
10-BBBBB Copy of Receivable Sale Agreement, dated as of December 3, 1997,
among Premier Receivables L.L.C., as Seller, Chrysler Financial
Corporation, as Servicer, Old Line Funding Company, as Purchaser
and Royal Bank of Canada, as Agent.
10-CCCCC Copy of Receivable Sale Agreement, dated as of December 22, 1997,
among Premier Receivables L.L.C., as Seller, Chrysler Financial
Corporation, as Servicer, Windmill Funding Corporation, as
Purchaser and ABN AMRO Bank N.V., as Administrative Agent.
12-A Chrysler Financial Corporation and Subsidiaries Computations of
Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation Enterprise as a Whole Computations of Ratios
of Earnings to Fixed Charges and Preferred Stock Dividend
Requirements.
23 Consent of Deloitte & Touche LLP
24 Power of Attorney, to which the signatures of directors of
Chrysler Financial Corporation have been affixed to this Annual
Report on Form 10-K.
27 Financial Data Schedule
Copies of instruments defining the rights of holders of long-term
debt of the registrant and its consolidated subsidiaries, other
than the instruments copies of which are filed with this report
as Exhibit 4-A, 4-B, 4-C, 4-D, 4-E, 4-F, and 4-G thereto, have
not been filed as exhibits to this report since the amount of
securities authorized under any one of such instruments does not
exceed 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis. The registration agrees to
furnish to the Commission a copy of each such instrument upon
request.
54
Chrysler Financial Corporation and Subsidiaries
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ----------------------------------------------------------------
- continued
-----------
(b) The registrant filed the following report on Form 8-K during the
quarter ended December 31, 1997:
Date of Report Date Filed Item Reported
-------------- ---------- -------------
November 20, 1997 November 20, 1997 5
Financial Statements Filed
--------------------------
None
55
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56
Chrysler Financial Corporation and Subsidiaries
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.
CHRYSLER FINANCIAL CORPORATION
By
s/D. L. DAVIS Chairman of the Board January 23, 1998
____________________________
D. L. Davis
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Principal executive officer:
s/D. L. DAVIS Chairman of the Board January 23, 1998
____________________________
D. L. Davis
Principal funding officer:
s/D. M. CANTWELL Vice President and Treasurer January 23, 1998
____________________________
D. M. Cantwell
Principal accounting officer:
s/T. F. GILMAN Vice President and Controller January 23, 1998
____________________________
T. F. Gilman
57
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58
Chrysler Financial Corporation and Subsidiaries
SIGNATURES - continued
----------------------
THOMAS P. CAPO* Director January 23, 1998
Thomas P. Capo
DARRELL L. DAVIS* Director January 23, 1998
Darrell L. Davis
REX L. FRANSON* Director January 23, 1998
Rex L. Franson
WILLIAM J. O'BRIEN III* Director January 23, 1998
William J. O'Brien III
GARY C. VALADE* Director January 23, 1998
Gary C. Valade
*By
s/B. C. BABBISH
__________________
B. C. Babbish
Attorney-in-Fact
January 23, 1998
59
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60
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT AUDITORS' REPORT ON SCHEDULE
Shareholder and Board of Directors
Chrysler Financial Corporation
Southfield, Michigan
We have audited the consolidated financial statements of Chrysler Financial
Corporation (a subsidiary of Chrysler Corporation) and consolidated
subsidiaries as of December 31, 1997 and 1996, and for each of the three
years in the period ended December 31, 1997, and have issued our report
thereon dated January 22, 1998; such report is included elsewhere in this
Form 10-K. Our audits also included the financial statement schedule of
Chrysler Financial Corporation and consolidated subsidiaries, listed in Item
14. This financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.
s/ Deloitte & Touche L.L.P.
January 22, 1998
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62
Chrysler Financial Corporation and Subsidiaries
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (in millions of dollars)
-------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Additions
Charged to
------------------------
Balance at Charged to Other Balance
Beginning Costs and Accounts- Deductions- at End
Of Period Expenses Describe Describe of Period
----------- ---------- -------- ---------- ---------
YEAR ENDED DECEMBER 31, 1997
Net reserve for insurance losses
and loss adjustment expenses $172 $ 88 $ -- $ 97(a) $163
YEAR ENDED DECEMBER 31, 1996
Net reserve for insurance losses
and loss adjustment expenses $183 $ 96 $ -- $107(a) $172
YEAR ENDED DECEMBER 31, 1995
Net reserve for insurance losses
and loss adjustment expenses $181 $111 $ -- $109(a) $183
<FN>
NOTES:
(a) Primarily reductions for claims settled
63
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64
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX
- -------------
Exhibit No.
- -----------
3-A Copy of the Restated Articles of Incorporation of Chrysler
Financial Corporation as adopted and filed with the Corporation
Division of the Michigan Department of Treasury on October 1,
1971. Filed as Exhibit 3-A to Registration No. 2-43097 of
Chrysler Financial Corporation, and incorporated herein by
reference.
3-B Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 26, 1975, April 23,
1985 and June 21, 1985, respectively. Filed as Exhibit 3-B to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1985, and incorporated herein by
reference.
3-C Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on August 12, 1987 and August
14, 1987, respectively. Filed as Exhibit 3 to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1987, and incorporated herein by
reference.
3-D Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 11, 1987 and
January 25, 1988, respectively. Filed as Exhibit 3-D to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1987, and incorporated herein by
reference.
3-E Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on June 13, 1989 and June 23,
1989, respectively. Filed as Exhibit 3-E to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for the quarter
ended June 30, 1989, and incorporated herein by reference.
3-F Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on September 13, 1989, January
31, 1990 and March 8, 1990, respectively. Filed as Exhibit 3-E to
the Annual Report of Chrysler Financial Corporation on Form 10-K
for the year ended December 31, 1989, and incorporated herein by
reference.
3-G Copy of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on March 29, 1990 and May 10,
1990. Filed as Exhibit 3-G to the Quarterly Report of Chrysler
Financial Corporation on Form 10-Q for the quarter ended March
31, 1990, and incorporated herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as amended
to March 2, 1987. Filed as Exhibit 3-C to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1986, and incorporated herein by reference.
3-I Copy of the By-Laws of Chrysler Financial Corporation as amended
to August 1, 1990. Filed as Exhibit 3-I to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for the quarter
ended September 30, 1990, and incorporated herein by reference.
E-1
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
3-J Copy of By-Laws of Chrysler Financial Corporation as amended to
January 1, 1992, and presently in effect. Filed as Exhibit 3-H to
the Annual Report of Chrysler Financial Corporation on Form 10-K
for the year ended December 31, 1991, and incorporated herein by
reference.
4-A Copy of Indenture, dated as of June 15, 1984, between Chrysler
Financial Corporation and Manufacturers Hanover Trust Company, as
Trustee, United States Trust Company of New York, as successor
Trustee, related to Senior Debt Securities of Chrysler Financial
Corporation. Filed as Exhibit (1) to the Current Report of
Chrysler Financial Corporation on Form 8-K, dated June 26, 1984,
and incorporated herein by reference.
4-B Copy of Supplemental Indenture, dated as of August 24, 1995,
between Chrysler Financial Corporation and the United States
Trust Company of New York, as Trustee, to the Indenture, dated as
of June 15, 1984, related to Senior Debt Securities of Chrysler
Financial Corporation. Filed as Exhibit 4-K to the Current Report
of Chrysler Financial Corporation on Form 8-K, dated August 24,
1995, and incorporated herein by reference.
4-C Copy of Indenture, dated as of September 15, 1986, between
Chrysler Financial Corporation and Manufacturers Hanover Trust
Company, Trustee, United States Trust Company of New York, as
successor Trustee, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-E to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1986, and incorporated herein by
reference.
4-D Copy of Indenture, dated as of February 15, 1988, between
Chrysler Financial Corporation and Manufacturers Hanover Trust
Company, Trustee, United States Trust Company of New York, as
successor Trustee, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-A to Registration No.
33-23479 of Chrysler Financial Corporation, and incorporated
herein by reference.
4-E Copy of First Supplemental Indenture, dated as of March 1, 1988,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York,
as successor Trustee, to the Indenture, dated as of February 15,
1988, between such parties, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-L to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1987, and incorporated herein by
reference.
4-F Copy of Second Supplemental Indenture, dated as of September 7,
1990, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of
New York, as successor Trustee, to the Indenture, dated as of
February 15, 1988, between such parties, related to Chrysler
Financial Corporation Senior Debt Securities. Filed as Exhibit
4-M to the Quarterly Report of Chrysler Financial Corporation on
Form 10-Q for the quarter ended September 30, 1990, and
incorporated herein by reference.
4-G Copy of Third Supplemental Indenture, dated as of May 4, 1992,
between Chrysler Financial Corporation and United States Trust
Company of New York, as successor Trustee, to the Indenture,
dated as of February 15, 1988 between such parties, relating to
Chrysler Financial Corporation Senior Debt Securities. Filed as
Exhibit 4-N to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended June 30, 1992, and
incorporated herein by reference.
E-2
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-A Copy of Income Maintenance Agreement, made December 20, 1968,
among Chrysler Financial Corporation, Chrysler Corporation and
Chrysler Motors Corporation. Filed as Exhibit 13-D to
Registration Statement No. 2-32037 of Chrysler Financial
Corporation, and incorporated herein by reference.
10-B Copy of Agreement, made April 19, 1971, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors
Corporation, amending the Income Maintenance Agreement among such
parties. Filed as Exhibit 13-B to Registration Statement No.
2-40110 of Chrysler Financial Corporation and Chrysler
Corporation, and incorporated herein by reference.
10-C Copy of Agreement, made May 29, 1973, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors
Corporation, further amending the Income Maintenance Agreement
among such parties. Filed as Exhibit 5-C to Registration
Statement No. 2-49615 of Chrysler Financial Corporation, and
incorporated herein by reference.
10-D Copy of Agreement, made as of July 1, 1975, among Chrysler
Financial Corporation, Chrysler Corporation and Chrysler Motors
Corporation, further amending the Income Maintenance Agreement
among such parties. Filed as Exhibit D to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1975, and incorporated herein by reference.
10-E Copy of Agreement, made June 4, 1976, between Chrysler Financial
Corporation and Chrysler Corporation further amending the Income
Maintenance Agreement between such parties. Filed as Exhibit 5-H
to Registration Statement No. 2-56398 of Chrysler Financial
Corporation, and incorporated herein by reference.
10-F Copy of Agreement, made March 27, 1986, between Chrysler
Financial Corporation, Chrysler Holding Corporation (now known as
Chrysler Corporation) and Chrysler Corporation (now known as
Chrysler Motors Corporation) further amending the Income
Maintenance Agreement among such parties. Filed as Exhibit 10-F
to the Annual Report of Chrysler Financial Corporation on Form
10-K for the year ended December 31, 1986, and incorporated
herein by reference.
10-G Copy of Short Term Revolving Credit Agreement, dated as of April
24, 1997, among Chrysler Financial Corporation, Chrysler Credit
Canada Ltd., the several commercial banks party thereto, as
Managing Agents, Royal Bank of Canada, as Canadian Administrative
Agent, and Chemical Bank, as Administrative Agent. Filed as
Exhibit 10-G to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended June 30, 1997, and
incorporated herein by reference.
10-H Copy of Long Term Revolving Credit Agreement, dated as of April
24, 1997, among Chrysler Financial Corporation, Chrysler Credit
Canada Ltd., the several commercial banks party thereto, as
Managing Agents, Royal Bank of Canada, as Canadian Administrative
Agent, and Chemical Bank, as Administrative Agent. Filed as
Exhibit 10-H to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended June 30, 1997, and
incorporated herein by reference.
E-3
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-I Copy of Amended and Restated Trust Agreement, dated as of April
1, 1993, among Premier Auto Receivables Company, Chrysler
Financial Corporation and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1993-2. Filed as
Exhibit 4.1 to the Quarterly Report of Premier Auto Trust 1993-2
on Form 10-Q for the quarter ended June 30, 1993, and
incorporated herein by reference.
10-J Copy of Indenture, dated as of April 1, 1993, between Premier
Auto Trust 1993-2 and Bankers Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1993-2. Filed as
Exhibit 4.2 of the Quarterly Report of Premier Auto Trust 1993-2
on Form 10-Q for the quarter ended June 30, 1993, and
incorporated herein by reference.
10-K Copy of Amended and Restated Trust Agreement, dated as of June 1,
1993, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1993-3. Filed as Exhibit 4.1 to the
Quarterly Report of Premier Auto Trust 1993-3 on Form 10-Q for
the quarter ended June 30, 1993, and incorporated herein by
reference.
10-L Copy of Indenture, dated as of June 1, 1993, between Premier Auto
Trust 1993-3 and Bankers Trust Company, as Indenture Trustee.
Filed as Exhibit 4.2 to the Quarterly Report of Premier Auto
Trust 1993-3 on Form 10-Q for the quarter ended June 30, 1993,
and incorporated herein by reference.
10-M Copy of Amended and Restated Loan Agreement, dated as of June 1,
1993, between Chrysler Realty Corporation and Chrysler Credit
Corporation. Filed as Exhibit 10-XXXX to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-N Copy of Origination and Servicing Agreement, dated as of June 4,
1993, among Chrysler Leaserve, Inc., General Electric Capital
Auto Lease, Inc., Chrysler Credit Corporation and Chrysler
Financial Corporation. Filed as Exhibit 10-ZZZZ to the Quarterly
Report on Form 10-Q of Chrysler Financial Corporation for the
quarter ended September 30, 1993, and incorporated herein by
reference.
10-O Copy of Amended and Restated Trust Agreement, dated as of
September 1, 1993, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Trustee, with respect to Premier Auto Trust 1993-5. Filed as
Exhibit 4.1 to the Quarterly Report of Premier Auto Trust 1993-5
on Form 10-Q for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-P Copy of Indenture, dated as of September 1, 1993, between Premier
Auto Trust 1993-5 and Bankers Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1993-5. Filed as
Exhibit 4.2 to the Quarterly Report of Premier Auto Trust 1993-5
on Form 10-Q for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-Q Copy of Amended and Restated Trust Agreement, dated as of
November 1, 1993, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1993-6. Filed
as Exhibit 4-A to the Annual Report on Form 10-K of Premier Auto
Trust 1993-6 for the year ended December 31, 1993, and
incorporated herein by reference.
E-4
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-R Copy of Indenture, dated as of November 1, 1993, between Premier
Auto Trust 1993-6 and The Fuji Bank and Trust Company, as
Indenture Trustee, with respect to Premier Auto Trust 1993-6.
Filed as Exhibit 4-B to the Annual Report on Form 10-K of Premier
Auto Trust 1993-6 for the year ended December 31, 1993, and
incorporated herein by reference.
10-S Copy of Amended and Restated Trust Agreement, dated as of
February 1, 1994, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1994-1. Filed
as Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier
Auto Trust 1994-1 for the quarter ended March 31, 1994, and
incorporated herein by reference.
10-T Copy of Indenture, dated as of February 1, 1994, between Premier
Auto Trust 1994-1 and The Fuji Bank and Trust Company, as
Indenture Trustee, with respect to Premier Auto Trust 1994-1.
Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1994-1 for the quarter ended March 31, 1994,
and incorporated herein by reference.
10-U Copy of Amended and Restated Trust Agreement, dated as of May 1,
1994, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1994-2. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1994-2 for
the quarter ended June 30, 1994, and incorporated herein by
reference.
10-V Copy of Indenture, dated as of May 1, 1994, between Premier Auto
Trust 1994-2 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1994-2. Filed as
Exhibit 4.2 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1994-2 for the quarter ended June 30, 1994, and
incorporated herein by reference.
10-W Copy of Amended and Restated Trust Agreement, dated as of June 1,
1994, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank, Delaware, with respect to Premier
Auto Trust 1994-3. Filed as Exhibit 4.1 to the Quarterly Report
on Form 10-Q of Premier Auto Trust 1994-3 for the quarter ended
June 30, 1994, and incorporated herein by reference.
10-X Copy of Indenture, dated as of June 1, 1994, between Premier Auto
Trust 1994-3 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1994-3. Filed as
Exhibit 4.2 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1994-3 for the quarter ended June 30, 1994, and
incorporated herein by reference.
10-Y Copy of Master Receivables Purchase Agreement among Chrysler
Credit Canada Ltd., CORE Trust and Chrysler Financial
Corporation, dated as of November 29, 1994. Filed as Exhibit
10-FFF to the Annual Report on Form 10-K of Chrysler Financial
Corporation for the year ended December 31, 1994, and
incorporated herein by reference.
10-Z Copy of Terms Schedule among Chrysler Credit Canada Ltd., CORE
Trust and Chrysler Financial Corporation, dated as of December 2,
1994, with respect to the sale of retail automotive receivables
to CORE Trust. Filed as Exhibit 10-GGG to the Annual Report on
Form 10-K of Chrysler Financial Corporation for the year ended
December 31, 1994, and incorporated herein by reference.
E-5
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-AA Copy of Terms Schedule among Chrysler Credit Canada Ltd., CORE
Trust and Chrysler Financial Corporation, dated as of December
22, 1994, with respect to the sale of retail automotive
receivables to CORE Trust. Filed as Exhibit 10-HHH to the Annual
Report on Form 10-K of Chrysler Financial Corporation for the
year ended December 31, 1994, and incorporated herein by
reference.
10-BB Copy of Receivables Purchase Agreement, dated as of December 15,
1994, among Chrysler Financial Corporation, Premier Auto
Receivables Company and ABN AMRO Bank, N.V. as Agent, with
respect to the sale of retail automotive receivables to Windmill
Funding Corporation. Filed as Exhibit 10-JJJ to the Annual Report
on Form 10-K of Chrysler Financial Corporation for the year ended
December 31, 1994, and incorporated herein by reference.
10-CC Copy of Amended and Restated Master Custodial and Servicing
Agreement, dated as of December 16, 1997, between Chrysler Credit
Canada Ltd. and The Royal Trust Company, as Custodian.
10-DD Copy of Amended and Restated Series 1995-1 Supplement, dated as
of December 16, 1997, among Chrysler Credit Canada Ltd., The
Royal Trust Company, Pure Trust, Auto Receivables Corporation and
Chrysler Financial Corporation, to the Master Custodial and
Servicing Agreement, dated as of December 16, 1997.
10-EE Copy of Trust Indenture, dated as of September 1, 1992, among
Canadian Dealer Receivables Corporation and Montreal Trust
Company of Canada, as Trustee. Filed as Exhibit 10-UUUUU to the
Registration Statement on Form S-2 of Chrysler Financial
Corporation (Registration Statement No. 33-51302) on November 24,
1992, and incorporated herein by reference.
10-FF Copy of Servicing Agreement, dated as of October 20, 1992,
between Chrysler Leaserve, Inc. (a subsidiary of General Electric
Capital Auto Lease, Inc.) and Chrysler Credit Corporation, with
respect to the sale of Gold Key Leases. Filed as Exhibit 10-YYYYY
to the Registration Statement on Form S-2 of Chrysler Financial
Corporation (Registration Statement No. 33-51302) on November 24,
1992, and incorporated herein by reference.
10-GG Copy of Amended and Restated Trust Agreement, dated as of August
1, 1993, among Premier Auto Receivables Company, Chrysler
Financial Corporation and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1993-4. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1993-4 for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-HH Copy of Indenture, dated as of August 1, 1993, between Premier
Auto Trust 1993-4 and Bankers Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1993-4. Filed as
Exhibit 4.2 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1993-4 for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-II Copy of Amended and Restated Trust Agreement, dated as of August
1, 1994, among Premier Auto Receivables Company, Chrysler
Financial Corporation and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1994-4. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1994-4 for the quarter ended September 30, 1994, and
incorporated herein by reference.
E-6
Chrysler Financial Corporation and Subsidiaries
-----------------------------------------------
EXHIBIT INDEX- continued
- ------------------------
10-JJ Copy of Indenture, dated as of August 1, 1994, between Premier
Auto Trust 1994-4 and Bankers Trust Company, as Indenture
Trustee. Filed as Exhibit 4.2 to the Quarterly Report on Form
10-Q of Premier Auto Trust 1994-4 for the quarter ended September
30, 1994, and incorporated herein by reference.
10-KK Copy of Receivables Purchase Agreement, dated as of February 28,
1995, among Chrysler Financial Corporation, Premier Auto
Receivables Company and ABN AMRO Bank, N.V., with respect to the
sale of retail automotive receivables to Windmill Funding
Corporation. Filed as Exhibit 10-GGGG to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the quarter ended
March 31, 1995, and incorporated herein by reference.
10-LL Copy of Series 1994-1 Supplement, dated as of September 30, 1994,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to CARCO Auto Loan Master
Trust, Series 1994-1. Filed as Exhibit 3 to the Registration
Statement on Form 8-A of CARCO Auto Loan Master Trust dated
November 23, 1994, and incorporated herein by reference.
10-MM Copy of Series 1995-1 Supplement, dated as of December 31, 1994,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to CARCO Auto Loan Master
Trust, Series 1995-1. Filed as Exhibit 3 to the Registration
Statement on Form 8-A of CARCO Auto Loan Master Trust dated
January 19, 1995, and incorporated herein by reference.
10-NN Copy of Series 1995-2 Supplement, dated as of February 28, 1995,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to CARCO Auto Loan Master Trust
1995-2. Filed as Exhibit 3 to CARCO Auto Loan Master Trust's
Registration Statement on Form 8-A dated March 27, 1995, and
incorporated herein by reference.
10-OO Copy of Amended and Restated Trust Agreement, dated as of
February 1, 1995, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1995-1. Filed
as Exhibit 4.1 to the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995 of Premier Auto Trust 1995-1, and
incorporated herein by reference.
10-PP Copy of Indenture, dated as of February 1, 1995, between Premier
Auto Trust 1995-1 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1995-1. Filed as Exhibit 4.2
to the Quarterly Report on Form 10-Q for the quarter ended March
31, 1995 of Premier Auto Trust 1995-1, and incorporated herein by
reference.
10-QQ Copy of Sale and Servicing Agreement, dated as of February 1,
1995, among Premier Auto Trust 1995-1, Chrysler Credit
Corporation and Chrysler Financial Corporation, with respect to
Premier Auto Trust 1995-1. Filed as Exhibit 4.3 to the Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995 of
Premier Auto Trust 1995-1, and incorporated herein by reference.
10-RR Copy of Amended and Restated Trust Agreement, dated as of April
1, 1995, among Premier Auto Receivables Company, Chrysler
Financial Corporation and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1995-2. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995 of Premier Auto Trust 1995-2, and
incorporated herein by reference.
E-7
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-SS Copy of Indenture, dated as of April 1, 1995, between Premier
Auto Trust 1995-2 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1995-2. Filed as Exhibit 4.2
to the Quarterly report on Form 10-Q for the quarter ended June
30, 1995 of Premier Auto Trust 1995-2, and incorporated herein by
reference.
10-TT Copy of Sale and Servicing Agreement, dated as of April 1, 1995,
among Premier Auto Trust 1995-2, Chrysler Credit Corporation and
Chrysler Financial Corporation, with respect to Premier Auto
Trust 1995-2. Filed as Exhibit 4.3 to the Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995 of Premier Auto
Trust 1995-2, and incorporated herein by reference.
10-UU Copy of Series 1995-3 Supplement, dated as of April 30, 1995,
among U.S. Auto Receivables Company, Chrysler Credit Corporation
and Manufacturers and Traders Trust Company, as Trustee, with
respect to CARCO Auto Loan Master Trust 1995-3. Filed as Exhibit
4-Z to the Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995 of CARCO Auto Loan Master Trust, and incorporated
herein by reference.
10-VV Copy of Series 1995-4 Supplement, dated as of April 30, 1995,
among U.S. Auto Receivables Company, Chrysler Credit Corporation
and Manufacturers and Traders Trust Company, as Trustee, with
respect to CARCO Auto Loan Master Trust Series 1995-4. Filed as
Exhibit 4-AA to the Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995 of CARCO Auto Loan Master Trust, and
incorporated herein by reference.
10-WW Copy of Series 1995-4A Supplement, dated as of April 30, 1995,
among U.S. Auto Receivables Company, Chrysler Credit Corporation
and Manufacturers and Traders Trust Company, as Trustee, with
respect to CARCO Auto Loan Master Trust Series 1995-4A. Filed as
Exhibit 4-BB to the Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995 of CARCO Auto Loan Master Trust, and
incorporated herein by reference.
10-XX Copy of Master Receivables Purchase Agreement, made as of July
24, 1995, among Chrysler Credit Canada Ltd., The Royal Trust
Company and Chrysler Financial Corporation, with respect to Pure
Trust 1995-1. Filed as Exhibit 10-RRRR to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1995, and incorporated herein by reference.
10-YY Copy of Terms Schedule, dated as of July 24, 1995, among Chrysler
Credit Canada Ltd., The Royal Trust Company and Chrysler
Financial Corporation, with respect to Pure Trust 1995-1. Filed
as Exhibit 10-SSSS to the Quarterly Report on Form 10-Q of
Chrysler Financial Corporation for the quarter ended September
30, 1995, and incorporated herein by reference.
10-ZZ Copy of Receivables Purchase Agreement, dated as of December 14,
1995, among Chrysler Financial Corporation, Premier Auto
Receivables Company, Chrysler Credit Corporation, and ABN AMRO
Bank N.V., as Agent, with respect to the sale of retail
automotive receivables to Windmill Funding Corporation, Series
1995-2. Filed as Exhibit 10-KKKK to the Annual Report on Form
10-K of Chrysler Financial Corporation for the year ended
December 31, 1995, and incorporated herein by reference.
10-AAA Copy of Certificate of Trust of Premier Auto Trust 1995-3. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1995-3 for the quarter ended September 30, 1995, and
incorporated herein by reference.
E-8
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-BBB Copy of Amended and Restated Trust Agreement, dated as of July 1,
1995, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1995-3. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1995-3 for
the quarter ended September 30, 1995, and incorporated herein by
reference.
10-CCC Copy of Indenture, dated as of July 1, 1995, between Premier Auto
Trust 1995-3 and The Bank of New York, as Indenture Trustee, with
respect to Premier Auto Trust 1995-3. Filed as Exhibit 4.2 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1995-3 for
the quarter ended September 30, 1995, and incorporated herein by
reference.
10-DDD Copy of Sale and Servicing Agreement, dated as of July 1, 1995,
among Premier Auto Trust 1995-3, Chrysler Credit Corporation and
Chrysler Financial Corporation, with respect to Premier Auto
Trust 1995-3. Filed as Exhibit 4.3 to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1995-3 for the quarter ended
September 30, 1995, and incorporated herein by reference.
10-EEE Copy of Terms Schedule among Chrysler Credit Canada Ltd., CORE
Trust and Chrysler Financial Corporation, dated as of December
14, 1995, with respect to CORE Trust 1995-1. Filed as Exhibit
10-PPPP to the Annual Report of Chrysler Financial Corporation
for the year ended December 31, 1995, and incorporated herein by
reference.
10-FFF Copy of Amended and Restated Trust Agreement, dated as of
November 1, 1995, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Receivables 1995-4.
Filed as Exhibit 4.1 to the Annual Report on Form 10-K of Premier
Auto Trust 1995-4 for the year ended December 31, 1995, and
incorporated herein by reference.
10-GGG Copy of Certificate of Trust of Premier Auto Trust 1995-4. Filed
as Exhibit 3 to the Annual Report on Form 10-K of Premier Auto
Trust 1995-4 for the year ended December 31, 1995, and
incorporated herein by reference.
10-HHH Copy of Indenture, dated as of November 1, 1995, between Premier
Auto Trust 1995-4 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1995-4. Filed as Exhibit 4.2
to the Annual Report on Form 10-K of Premier Auto Trust 1995-4
for the year ended December 31, 1995, and incorporated herein by
reference.
10-III Copy of Sale and Servicing Agreement, dated as of November 1,
1995, among Premier Auto Trust 1995-4, Chrysler Credit
Corporation and Chrysler Financial Corporation, with respect to
Premier Auto Trust 1995-4. Filed as Exhibit 4.3 to the Annual
Report on Form 10-K of Premier Auto Trust 1995-4 for the year
ended December 31, 1995, and incorporated herein by reference.
10-JJJ Copy of Receivables Purchase Agreement, dated as of May 30, 1996,
among Premier Auto Receivables Company, Chrysler Financial
Corporation, and ABN AMRO Bank, N.V., as Agent, with respect to
the sale of retail automotive receivables to Windmill Funding
Corporation, Series 1996-1. Filed as Exhibit 10-OOOO to the
Quarterly Report on Form 10-Q of Chrysler Financial Corporation
for the quarter ended June 30, 1996, and incorporated herein by
reference.
10-KKK Copy of Certificate of Trust of Premier Auto Trust 1996-1. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-1 for the quarter ended March 31, 1996, and
incorporated herein by reference.
E-9
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-LLL Copy of Amended and Restated Trust Agreement, dated as of March
1, 1996, among Premier Auto Receivables Company, Chrysler
Financial Corporation and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1996-1. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-1 for the quarter ended March 31, 1996, and
incorporated herein by reference.
10-MMM Copy of Indenture, dated as of March 1, 1996, between Premier
Auto Trust 1996-1 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1996-1. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-1 for the quarter ended March 31,
1996, and incorporated herein by reference.
10-NNN Copy of Sale and Servicing Agreement, dated as of March 1, 1996,
between Premier Auto Trust 1996-1 and Chrysler Financial
Corporation (excluding Schedules A and C), for Premier Auto Trust
1996-1. Filed as Exhibit 4.3 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-1 for the quarter ended March 31,
1996, and incorporated by reference.
10-OOO Copy of Receivables Sale Agreement, dated as of June 27, 1996,
among Premier Receivables L.L.C., Chrysler Financial Corporation,
Asset Securitization Cooperative Corporation and Canadian
Imperial Bank of Commerce, as Administrative Agent. Filed as
Exhibit 10-TTTT to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended June 30, 1996, and
incorporated herein by reference.
10-PPP Copy of Asset Purchase Agreement, dated as of August 30, 1996,
between Chrysler First Business Credit Corporation and Berkeley
Federal Bank & Trust, F.S.B. Filed as Exhibit 10-IIII to the
Quarterly Report on Form 10-Q of Chrysler Financial Corporation
for the quarter ended September 30, 1996, and incorporated herein
by reference.
10-QQQ Copy of Asset Purchase Agreement, dated as of August 30, 1996,
between Chrysler First Business Credit Corporation and Blackrock
Capital Finance, L.P. Filed as Exhibit 10-JJJJ to the Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996, and
incorporated herein by reference.
10-RRR Copy of Certificate of Trust of Premier Auto Trust 1996-2. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-2 for the quarter ended June 30, 1996, and
incorporated herein by reference.
10-SSS Copy of Amended and Restated Trust Agreement, dated as of May 1,
1996, among Premier Auto Receivables Company, Chrysler Financial
Corporation, and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1996-2. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-2 for
the quarter ended June 30, 1996, and incorporated herein by
reference.
10-TTT Copy of Indenture, dated as of May 1, 1996, between Premier Auto
Trust 1996-2 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1996-2. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-2 for the quarter ended June 30, 1996,
and incorporated herein by reference.
E-10
Chrysler Financial Corporation and Subsidiaries
-----------------------------------------------
EXHIBIT INDEX- continued
- ------------------------
10-UUU Copy of Sale and Servicing Agreement, dated as of May 1, 1996,
between Premier Auto Trust 1996-2 and Chrysler Financial
Corporation (excluding Schedules A and C), with respect to
Premier Auto Trust 1996-2. Filed as Exhibit 4.3 to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1996-2 for the quarter
ended June 30, 1996, and incorporated herein by reference.
10-VVV Copy of Certificate of Trust of Premier Auto Trust 1996-3. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-3 for the quarter ended June 30, 1996, and
incorporated herein by reference.
10-WWW Copy of Amended and Restated Trust Agreement, dated as of June 1,
1996, among Premier Auto Receivables Company, Chrysler Financial
Corporation, and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1996-3. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-3 for
the quarter ended June 30, 1996, and incorporated herein by
reference.
10-XXX Copy of Indenture, dated as of June 1, 1996, between Premier Auto
Trust 1996-3 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1996-3. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-3 for the quarter ended June 30, 1996,
and incorporated herein by reference.
10-YYY Copy of Sale and Servicing Agreement, dated as of June 1, 1996,
between Premier Auto Trust 1996-3 and Chrysler Financial
Corporation (excluding Schedules A and C), with respect to
Premier Auto Trust 1996-3. Filed as Exhibit 4.3 to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1996-3 for the quarter
ended June 30, 1996, and incorporated herein by reference.
10-ZZZ Copy of Receivables Sale Agreement, dated as of November 25,
1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Asset Securitization Cooperative Corporation, and
Canadian Imperial Bank of Commerce, as Administrative Agent.
Filed as Exhibit 10-OOOO to the Annual Report on Form 10-K of
Chrysler Financial Corporation for the year ended December 31,
1996, and incorporated herein by reference.
10-AAAA Copy of Certificate of Trust of Premier Auto Trust 1996-4. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-4 for the quarter ended September 30, 1996, and
incorporated herein by reference. Filed as Exhibit 10-PPPP to the
Annual Report on Form 10-K of Chrysler Financial Corporation for
the year ended December 31, 1996, and incorporated herein by
reference.
10-BBBB Copy of Amended and Restated Trust Agreement, dated as of August
1, 1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, and Chase Manhattan Bank Delaware, as Owner Trustee,
with respect to Premier Auto Trust 1996-4. Filed as Exhibit 4.1
to the Quarterly Report on Form 10-Q of Premier Auto Trust 1996-4
for the quarter ended September 30, 1996, and incorporated herein
by reference.
10-CCCC Copy of Indenture, dated as of August 1, 1996, between Premier
Auto Trust 1996-4 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1996-4. Filed as Exhibit 4.2
to the Quarterly Report on Form 10-Q of Premier Auto Trust 1996-4
for the quarter ended September 30, 1996, and incorporated herein
by reference.
E-11
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-DDDD Copy of Sale and Servicing Agreement, dated as of August 1, 1996,
between Premier Auto Trust 1996-4 and Chrysler Financial
Corporation, with respect to Premier Auto Trust 1996-4. Filed as
Exhibit 4.3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-4 for the quarter ended September 30, 1996, and
incorporated herein by reference.
10-EEEE Copy of Receivables Sale Agreement, dated as of December 12,
1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Monte Rosa Capital Corporation, and Union Bank of
Switzerland, New York Branch, as Administrative Agent. Filed as
Exhibit 10-TTTT to the Annual Report on Form 10-K of Chrysler
Financial Corporation for the year ended December 31, 1996, and
incorporated herein by reference.
10-FFFF Copy of Receivables Sale Agreement, dated as of December 12,
1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Old Line Funding Corp., and Royal Bank of Canada, as
Agent. Filed as Exhibit 10-UUUU to the Annual Report on Form 10-K
of Chrysler Financial Corporation for the year ended December 31,
1996, and incorporated herein by reference.
10-GGGG Copy of Amended and Restated Receivables Sale Agreement, dated as
of December 18, 1996, among Chrysler Credit Canada Ltd., Chrysler
Financial Corporation, Canadian Master Trust, and Nesbitt Burns,
Inc.
10-HHHH Copy of Loan Agreement, dated as of August 1, 1996, between
Chrysler Canada Ltd. and Chrysler Credit Canada Ltd., with
respect to Gold Key Leasing. Filed as Exhibit 10-WWWW to the
Annual Report on Form 10-K of Chrysler Financial Corporation for
the year ended December 31, 1996, and incorporated herein by
reference.
10-IIII Copy of Series 1996-1 Supplement, dated as of September 30, 1996,
among U.S. Auto Receivables Company, as Seller, Chrysler
Financial Corporation, as Servicer, and The Bank of New York, as
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-EE to the Annual Report on Form 10-K of CARCO Auto Loan
Master Trust for the year ended December 31, 1996, and
incorporated herein by reference.
10-JJJJ Copy of Series 1996-2 Supplement, dated as of November 30, 1996,
among U.S. Auto Receivables Company, as Seller, Chrysler
Financial Corporation, as Servicer, and The Bank of New York, as
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-FF to the Annual Report on Form 10-K of CARCO Auto Loan
Master Trust for the year ended December 31, 1996, and
incorporated herein by reference.
10-KKKK Copy of Certificate of Trust of Premier Auto Trust 1997-1. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1997-1 for the quarter ended March 31, 1997, and
incorporated herein by reference.
10-LLLL Copy of Amended and Restated Trust Agreement, dated as of March
1, 1997, among Premier Receivables L.L.C., Chrysler Financial
Corporation, and Chase Manhattan Bank Delaware, as Owner Trustee,
with respect to Premier Auto Trust 1997-1. Filed as Exhibit 4.1
to the Quarterly Report on Form 10-Q of Premier Auto Trust 1997-1
for the quarter ended March 31, 1997, and incorporated herein by
reference.
E-12
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-MMMM Copy of Indenture, dated as of March 1, 1997, between Premier
Auto Trust 1997-1 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1997-1. Filed as Exhibit 4.2
to the Quarterly Report on Form 10-Q of Premier Auto Trust 1997-1
for the quarter ended March 31, 1997, and incorporated herein by
reference.
10-NNNN Copy of Sale and Servicing Agreement, dated as of March 1, 1997,
between Premier Auto Trust 1997-1 and Chrysler Financial
Corporation, with respect to Premier Auto Trust 1997-1. Filed as
Exhibit 4.3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1997-1 for the quarter ended March 31, 1997, and
incorporated herein by reference.
10-OOOO Copy of Receivables Sale Agreement, dated as of April 29, 1997,
among Premier Receivables L.L.C., Chrysler Financial Corporation,
Windmill Funding Corporation, and ABN AMRO Bank N.V., as
Administrative Agent. Filed as Exhibit 10-SSSS to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1997, and incorporated herein by
reference.
10-PPPP Copy of Receivables Sale Agreement, dated as of June 16, 1997,
among Premier Receivables L.L.C., Chrysler Financial Corporation,
Park Avenue Receivables Corporation, and the Chase Manhattan
Bank, as Funding Agent. Filed as Exhibit 10-TTTT to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1997, and incorporated herein by
reference.
10-QQQQ Copy of Receivables Sale Agreement, dated as of September 29,
1997, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Thunder Bay Funding Inc., and Royal Bank of Canada,
as Agent. Filed as Exhibit 10-UUUU to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1997, and incorporated herein by reference.
10-RRRR Copy of Certificate of Trust of Premier Auto Trust 1997-2. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1997-2 for the quarter ended September 30, 1997, and
incorporated herein by reference.
10-SSSS Copy of Amended and Restated Trust Agreement, dated as of August
1, 1997, among Premier Auto Receivables Company, Chrysler
Financial Corporation, and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1997-2. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1997-2 for the quarter ended September 30, 1997, and
incorporated herein by reference.
10-TTTT Copy of Indenture, dated as of August 1, 1997, between Premier
Auto Trust 1997-2 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1997-2. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1997-2 for the quarter ended September 30,
1997, and incorporated herein by reference.
10-UUUU Copy of Sale and Servicing Agreement, dated as of August 1, 1997,
between Premier Auto Trust 1997-2 and Chrysler Financial
Corporation (excluding Schedules A and C), with respect to
Premier Auto Trust 1997-2. Filed as Exhibit 4.3 to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1997-2 for the quarter
ended September 30, 1997, and incorporated herein by reference.
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Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-VVVV Copy of Certificate of Trust of Premier Auto Trust 1997-3. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1997-3 for the quarter ended September 30, 1997, and
incorporated herein by reference.
10-WWWW Copy of Amended and Restated Trust Agreement, dated as of
September 1, 1997, among Premier Auto Receivables Company,
Chrysler Financial Corporation, and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1997-3. Filed
as Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier
Auto Trust 1997-3 for the quarter ended September 30, 1997, and
incorporated herein by reference.
10-XXXX Copy of Indenture, dated as of September 1, 1997, between Premier
Auto Trust 1997-3 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1997-3. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1997-3 for the quarter ended September 30,
1997, and incorporated herein by reference.
10-YYYY Copy of Sale and Servicing Agreement, dated as of September 1,
1997, between Premier Auto Trust 1997-3. Filed as Exhibit 4.3 to
the Quarterly Report on Form 10-Q of Premier Auto Trust 1997-3
for the quarter ended September 30, 1997, and incorporated herein
by reference.
10-ZZZZ Copy of Receivable Sale Agreement, dated as of November 6, 1997,
among Premier Receivables L.L.C., as Seller, Chrysler Financial
Corporation, as Servicer, Preferred Receivables Funding
Corporation, as a Purchaser, Falcon Asset Securitization
Corporation, as a Purchaser and the First National Bank of
Chicago, as Administrative Agent.
10-AAAAA Copy of Receivable Sale Agreement, dated as of November 20, 1997,
among Premier Receivables L.L.C., as Seller, Chrysler Financial
Corporation, as Servicer, Receivables Capital Corporation, as
Purchaser and Bank of America National Trust and Savings
Association, as Administrative Agent.
10-BBBBB Copy of Receivable Sale Agreement, dated as of December 3, 1997,
among Premier Receivables L.L.C., as Seller, Chrysler Financial
Corporation, as Servicer, Old Line Funding Company, as Purchaser
and Royal Bank of Canada, as Agent.
10-CCCCC Copy of Receivable Sale Agreement, dated as of December 22, 1997,
among Premier Receivables L.L.C., as Seller, Chrysler Financial
Corporation, as Servicer, Windmill Funding Corporation, as
Purchaser and ABN AMRO Bank N.V., as Administrative Agent.
12-A Chrysler Financial Corporation and Subsidiaries Computations of
Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation Enterprise as a Whole Computations of Ratios
of Earnings to Fixed Charges and Preferred Stock Dividend
Requirements.
23 Consent of Deloitte & Touche LLP.
24 Power of Attorney, to which signatures of directors of Chrysler
Financial Corporation have been affixed to this Annual Report on
Form 10-K.
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