CONFORMED
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1997
---------------------
OR
/ / 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 -
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CARCO AUTO LOAN MASTER TRUST
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
State of New York Not Applicable
- -----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034
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Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 948-3058
--------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1
Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2,
Class A-1 Money Market Extendible Certificates, Series 1993-2
Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2,
Class A-2 Medium Term Certificates, Series 1993-2
Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1
Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1
Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2
Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2
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]
PART I.
ITEM 1. BUSINESS
The Trust was formed pursuant to the Pooling and Servicing Agreement dated as
of May 31, 1991, as assigned by Chrysler Auto Receivables Company ("CARCO"),
to U.S. Auto Receivables Company ("USA") on August 8, 1991, among USA,
Chrysler Credit Corporation, as Servicer ("CCC"), and Manufacturers and
Traders Trust Company, a New York banking corporation, as Trustee. The assets
of the Trust include wholesale receivables (the "Receivables") generated from
time to time in a portfolio of revolving financing arrangements (the
"Accounts") with automobile dealers to finance their automobile and light
duty truck inventory. More specifically, the assets of the Trust include (a)
certain Receivables existing under the accounts at the close of business on
May 31, 1991 (the "Initial Cut-Off Date"), certain Receivables generated
under the Accounts from time to time thereafter during the term of the Trust
as well as certain Receivables generated under any Accounts added to the
Trust from time to time (but excluding Receivables generated in any Accounts
removed from the Trust from time to time after the Initial Cut-Off Date), (b)
all funds collected or to be collected in respect of such Receivables, (c)
all funds on deposit in certain accounts of the Trust, (d) any Enhancement
issued with respect to a series of certificates issued by the Trust (each
such series, a "Series") and (e) a security interest in certain motor
vehicles (the "Vehicles") and certain parts inventory, equipment, fixtures,
service accounts and, in some cases, realty and/or a personal guarantee
(collectively, the "Collateral Security") securing the Receivables. The term
"Enhancement" shall mean, with respect to any Series, any letter of credit,
surety bond, cash collateral account, spread account, guaranteed rate
agreement, maturity liquidity facility, tax protection agreement, interest
rate swap agreement or other similar arrangement for the benefit of
Certificateholders of such Series.
USA entered into a Receivables Purchase Agreement, dated as of the date of
the Pooling and Servicing Agreement, between USA, as purchaser, and CCC, as
seller (the "Receivables Purchase Agreement"). Pursuant to the Receivables
Purchase Agreement, CCC has (a) sold to USA all of its right, title and
interest in and to all Receivables meeting certain eligibility criteria
contained in the Receivables Purchase Agreement and the Pooling and Servicing
Agreement ("Eligible Receivables") and (b) assigned its interests in the
Vehicles and the Collateral Security to USA. USA in turn transferred such
Receivables and Collateral Security to the Trust pursuant to the Pooling and
Servicing Agreement. USA has also assigned to the Trust its rights with
respect to the Receivables under the Receivables Purchase Agreement.
All new Receivables arising under the Accounts prior to January 1, 1996, were
sold by CCC to USA and transferred by USA to the Trust. All new Receivables
arising under the Accounts on or after January 1, 1996, during the term of
the Trust were sold by Chrysler Financial Corporation ("CFC") to USA and
transferred by USA to the Trust. Accordingly, the aggregate amount of
Receivables in the Trust will fluctuate from day to day as new Receivables
are generated and as existing Receivables are collected, charged off as
uncollectible or otherwise adjusted.
CARCO and USA are wholly-owned subsidiaries of CFC. On December 31, 1995,
CCC, a wholly owned subsidiary of CFC, merged with and into CFC. CCC serviced
the Receivables prior to January 1, 1996. CFC now services the Receivables.
Pursuant to an Agreement of Resignation, Appointment and Acceptance dated as
of August 23, 1996, Manufacturers and Traders Trust Company resigned as the
Trustee of the Trust and The Bank of New York became the Trustee of the
Trust.
The Trust has no employees.
ITEM 2. PROPERTIES
There is nothing to report with regard to this item.
2
ITEM 3. LEGAL PROCEEDINGS
There is nothing to report with regard to this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There is nothing to report with regard to this item.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
There is nothing to report with regard to this item.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data has been omitted since the required information
is included in the financial statements or the notes thereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
The following Certificates were issued by the Trust evidencing undivided
interests in certain assets of the Trust:
Issue Date Series Description
Maturity Date Principal Amount
- ------------- ------------------
June 1991 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-1
December 1994 $400 million
August 1991 7-3/8% Auto Loan Asset Backed Certificates, Series 1991-2
August 1993 $250 million
August 1991 7-7/8% Auto Loan Asset Backed Certificates, Series 1991-3
August 1996 $750 million
October 1991 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4
October 1994 $500 million
December 1991 Money Market Auto Loan Asset Backed Certificates, Series A
March 1992 $300 million
March 1992 Money Market Auto Loan Asset Backed Certificates, Series B
June 1992 $350 million
May 1992 Money Market Auto Loan Asset Backed Certificates, Series C
August 1992 $150 million
July 1992 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1
August 1994 $400 million
3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Issue Date Series Description
Maturity Date Principal Amount
- ------------- ------------------
October 1992 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2
October 1997 $400 million
February 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1
Outstanding $250 million
November 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
Outstanding $388.5 million
November 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
November 1997 $111.5 million
October 1994 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1
Outstanding $500 million
December 1994 7-7/8% Auto Loan Asset Backed Certificates, Series 1994-2
August 1997 $500 million
December 1994 8-1/8% Auto Loan Asset Backed Certificates, Series 1994-3
November 1997 $350 million
January 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1
Outstanding $600 million
March 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2
Outstanding $600 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3
Outstanding $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4
Outstanding $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A
Outstanding $500 million
December 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5
Outstanding $250 million
November 1996 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1
Outstanding $500 million
December 1996 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2
Outstanding $500 million
August 1997 6.689% Auto Loan Asset Backed Certificates, Series 1997-1
Outstanding $700 million
4
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Chrysler Credit Corporation ("CCC") serviced the Receivables for a fee prior
to January 1, 1996. On December 31, 1995, CCC merged with and into Chrysler
Financial Corporation ("CFC"). CFC has serviced the Receivables for a fee
since this merger.
Pursuant to an Agreement of Resignation, Appointment and Acceptance dated as
of August 23, 1996, Manufacturers and Traders Trust Company resigned as the
Trustee of the Trust and The Bank of New York became the Trustee of the
Trust.
The Trust has no employees.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There is nothing to report with regard to this item.
5
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CARCO AUTO LOAN MASTER TRUST
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars)
December 31,
-----------------------
1997 1996
---- ----
ASSETS
Cash and Cash Equivalents (Note 2) $ 98.0 $ 120.9
Receivables (Note 4) 8,020.0 8,158.0
-------- --------
TOTAL ASSETS $8,118.0 $8,278.9
======== ========
LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 2) $ 98.0 $ 120.9
Asset Backed Certificates (Notes 3 and 4) 8,020.0 8,158.0
-------- --------
TOTAL LIABILITIES AND EQUITY $8,118.0 $8,278.9
======== ========
<FN>
See Notes to Financial Statements.
6
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
(in millions of dollars)
Year Ended December 31,
----------------------------------
1997 1996 1995
---- ---- ----
CASH RECEIPTS
Collections of Interest $ 739.2 $ 739.0 $ 631.9
Deposits to Subordinated Accounts 4.2 7.5 22.1
Proceeds from Sales of
Investor Certificates 700.0 1,000.0 2,950.0
Collections of Principal 1,361.5 750.0 --
-------- -------- --------
TOTAL CASH RECEIPTS 2,804.9 2,496.5 3,604.0
-------- -------- --------
CASH DISBURSEMENTS
Purchases of Certificates held by USA 700.0 1,000.0 2,950.0
Distributions of Interest 695.2 697.6 533.6
Distributions of Principal 1,361.5 750.0 --
Distributions of Amounts from
Subordinated Accounts 8.2 4.1 --
Distributions of Service Fees 62.9 60.3 47.5
-------- -------- --------
TOTAL CASH DISBURSEMENTS 2,827.8 2,512.0 3,531.1
-------- -------- --------
(CASH DISBURSEMENTS IN EXCESS OF CASH RECEIPTS)
CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS (22.9) (15.5) 72.9
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 120.9 136.4 63.5
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 98.0 $ 120.9 $ 136.4
======== ======== ========
<FN>
See Notes to Financial Statements.
7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
Basis of Accounting
The financial statements of CARCO Auto Loan Master Trust (the "Trust") are
prepared on the basis of modified cash receipts and disbursements, which is a
comprehensive basis of accounting other than generally accepted accounting
principles. The primary difference from the accrual basis to this basis is
that the financial statements do not record accrued interest receivable on
the Receivables or accrued interest payable on the Certificates from the most
recent Distribution Date to the balance sheet date.
Derivative Financial Instruments
The Trust uses derivative financial instruments to manage its exposure
arising from declines in interest rates. The derivative financial instruments
used have been limited to interest rate swap agreements. The Trust does not
use derivative financial instruments for trading purposes.
Interest differentials resulting from interest rate swap agreements are
recorded on a cash basis as an adjustment to interest collections.
NOTE 2 - CASH AND CASH EQUIVALENTS
Short-term instruments with a maturity of less than 30 days when purchased
are considered to be cash equivalents. Prior to January 1, 1996, Chrysler
Credit Corporation ("CCC") was required to remit collections within two
business days of receipt to one or more accounts in the name of the Trustee.
On a daily basis, all funds so deposited were invested in short-term
instruments pending distribution. On December 31, 1995, CCC merged with and
into Chrysler Financial Corporation ("CFC"). CFC now remits collections to
the Trust.
NOTE 3 - RELATED PARTIES
U.S. Auto Receivables Company ("USA") is, and CCC was, a wholly-owned
subsidiary of CFC. On December 31, 1995, CCC merged with and into CFC.
8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - SALES OF CERTIFICATES
The following Certificates were issued by the Trust evidencing undivided
interests in certain assets of the Trust (in millions of dollars):
Issue
Date Series Description Principal Amount
- ----- ------------------ ----------------
6/91 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-1 $400.0 (1)
8/91 7-3/8% Auto Loan Asset Backed Certificates, Series 1991-2 $250.0 (1)
8/91 7-7/8% Auto Loan Asset Backed Certificates, Series 1991-3 $750.0 (1)
10/91 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4 $500.0 (1)
12/91 Money Market Auto Loan Asset Backed Certificates, Series A $300.0 (1)
3/92 Money Market Auto Loan Asset Backed Certificates, Series B $350.0 (1)
5/92 Money Market Auto Loan Asset Backed Certificates, Series C $150.0 (1)
7/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1 $400.0 (1)
10/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2 $400.0 (1)
2/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1 $250.0
11/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
Class A-1 Money Market Extendible Certificates $111.5 (1)
Class A-1 Money Market Extendible Certificates $288.5
Class A-2 Medium Term Certificates $100.0
10/94 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1 $500.0
12/94 7-7/8% Auto Loan Asset Backed Certificates, Series 1994-2 $500.0 (1)
12/94 8-1/8% Auto Loan Asset Backed Certificates, Series 1994-3 $350.0 (1)
1/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1 $600.0
3/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2 $600.0
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3 $500.0
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4 $500.0
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A $500.0
12/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5 $250.0
11/96 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1 $500.0
12/96 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2 $500.0
8/97 6.689% Auto Loan Asset Backed Certificates. Series 1997-1 $700.0
<FN>
(1) Series matured prior to 12/31/97. Refer to Note 5 for further details.
Receivables in excess of total investors certificates outstanding at December
31, 1997 and 1996, are represented by Certificates held by USA.
9
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS
Expected
Interest Interest Principal Maturity
Series Rate Payments Payments(1) Date(2)
- ------ -------- -------- ----------- -------
91-1 LIBOR + 0.25% Monthly 7-12/1994 Matured
91-2 7-3/8% Semi-Annually 8/1993 Matured
91-3 7-7/8% Semi-Annually 8/1996 Matured
91-4 LIBOR + 0.50% Monthly 10/1994 Matured
A Comm Paper + 0.20% Monthly 3/1992 Matured
B Comm Paper + 0.25% Monthly 6/1992 Matured
C Comm Paper + 0.25% Monthly 8/1992 Matured
92-1 LIBOR + 0.20% Monthly 8/1994 Matured
92-2 LIBOR + 0.35% Monthly 10/1997 Matured
93-1 LIBOR + 0.28% Monthly -- 2/1998
93-2 A-1 Comm Paper + 0.075% Monthly 11/1997(3) Matured
A-1 Comm Paper + 0.075% Monthly -- 11/1998
A-2 LIBOR + 0.26% Monthly -- 11/1998
94-1 LIBOR + 0.18% Monthly -- 10/1999
94-2 7-7/8% Semi-Annually 8/1997 Matured
94-3 8-1/8% Annually 11/1997 Matured
95-1 LIBOR + 0.16% Monthly -- 7/1998
95-2 LIBOR + 0.13% Monthly -- 3/2000
95-3 Fed Funds + 0.25% Monthly -- 6/1998
95-4 Fed Funds + 0.26% Monthly -- 5/1998
95-4A Fed Funds + 0.26% Monthly -- 7/1998
95-5 Comm Paper + 0.1875% Monthly -- 2/2000
96-1 LIBOR + 0.135% Monthly -- 11/2003
96-2 LIBOR + 0.05% Monthly -- 12/2001
97-1 6.689% (4) Monthly -- 8/2004
<FN>
(1) The dates listed are the Distribution Dates on which the principal of
the Certificates were paid.
(2) The date listed is the Distribution Date on which the principal of the
Certificates is scheduled to be paid, however, the principal of the
Certificates may be paid earlier under certain circumstances described
in the related prospectus.
(3) In November 1997, $111.5 million of principal on Series 1993-2 was
paid to Certificateholders.
(4) In connection with this Series, the Trust entered into an interest
rate swap agreement with AIG Financial Products Corporation ("AIG"),
the notional amount of which is equal to the principal amount of the
related Certificates. Under this agreement, AIG paid the Trust
interest at the Certificate Rate, and the Trust paid interest to AIG
based on a floating rate of LIBOR plus 0.25%.
10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - FEDERAL INCOME TAXES
The Certificates, in the opinion of outside legal counsel, will not be
characterized as debt of the Trust for federal income tax purposes.
Certificate holders will be subject to income tax on interest earned with
respect to the Certificates.
NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Instruments
The estimated fair value of financial instruments have been determined using
available market information and valuation methodologies as described below.
However, 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 could be realized
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.
The carrying amounts and estimated fair values of the Trust's financial
instruments were as follows (in millions of dollars):
December 31, 1997 December 31, 1996
------------------------- --------------------------
Carrying Fair Carrying Fair
Amounts Value Amounts Value
------- ----- -------- -----
Receivables $ 8,020.0 $ 8,020.0 $ 8,158.0 $ 8,158.0
Asset Backed Certificates $ 8,020.0 $ 8,020.0 $ 8,158.0 $ 8,158.0
Assumptions and Methodologies
The carrying value of cash and cash equivalents and amounts held for future
distribution approximate market value due to the short maturity of these
instruments.
The carrying value of variable rate receivables was assumed to approximate
fair value since they are priced at current market rates.
The fair value of Asset Backed Certificates was estimated using quoted market
prices for investors' certificates and net realizable value for excess
receivables.
11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS - continued
Derivative Financial Instruments
The Trust is exposed to the risk of declining interest rates as a result of
financing the acquisition of receivables bearing floating rates with fixed
rate certificates. As described in Note 5, the Trust has entered into
interest rate swap agreements to reduce its exposure to decreases in interest
rates. The interest rate swaps are matched to specific Series of Certificates
issued by the Trust. Under the terms of the agreements the Trust receives
fixed rate interest payments in return for interest payments based on a
variable rate. The weighted average fixed rate received by the Trust was
6.689% and 7.98% at December 31, 1997 and 1996, respectively. The weighted
average floating rate paid was 5.997% and 5.64% at December 31, 1997 and
1996, respectively. The Trust does not enter into derivative financial
instruments for trading purposes.
Interest rate swap differentials are deposited in, or paid from, the
collection account. Funds remaining in the collection account after
distribution to Certificateholders are returned to USA.
The table below summarizes the Trust's position in interest rate swap
agreements (in millions of dollars):
December 31, 1997 December 31, 1996
--------------------------- ---------------------------
Contract Contract
or Unrealized or Unrealized
Notional Gains Notional Gains
Amount (Losses) Amount (Losses)
-------- ---------- --------- ----------
Pay variable interest
rate swaps $ 700.0 $ (6.5) $ 850.0 $ 14.5
The fair value of the Trust's interest rate swap agreements was estimated by
using market quotes and by discounting net cash flows using quoted market
interest rates in effect at the end of each year presented. Such quoted
market interest rates do not give effect to anticipated changes in market
interest rates.
12
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 statements of assets, liabilities and equity
arising from cash transactions of CARCO Auto Loan Master Trust as of December
31, 1997 and 1996, and the related statement of cash receipts and
disbursements for each of the three years in the period ended December 31,
1997. These financial statements are the responsibility of the management of
Chrysler Financial Corporation. 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.
As described in Note 1, these financial statements were prepared on the basis
of modified cash receipts and disbursements, which is a comprehensive basis
of accounting other than generally accepted accounting principles.
In our opinion, such financial statements present fairly, in all material
respects, the assets, liabilities and equity arising from cash transactions
of CARCO Auto Loan Master Trust as of December 31, 1997 and 1996, and its
cash receipts and disbursements for each of the three years in the period
ended December 31, 1997 on the basis of accounting described in Note 1.
/s/ Deloitte & Touche LLP
January 22, 1998
- -----------------
Deloitte & Touche
Tohmatsu
International
- -----------------
13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
There is nothing to report with regard to this item.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There is nothing to report with regard to this item.
ITEM 11. EXECUTIVE COMPENSATION
There is nothing to report with regard to this item.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is nothing to report with regard to this item.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is nothing to report with regard to this item.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. Financial Statements
Financial statements for CARCO Auto Loan Master Trust as follows:
Statement of Assets, Liabilities and Equity - December 31, 1997 and
1996 (page 6 of this report)
Statement of Cash Receipts and Disbursements for the three years
ended December 31, 1997, 1996 & 1995 (page 7 of this report)
Notes to financial statements (pages 8-12 of this report)
Independent Auditors' Report (page 13 of this report)
14
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K - continued
2. Financial Statement Schedules
All financial statement schedules have been omitted because the
information to be provided therein is included in the financial
statements or the notes thereto.
3. Exhibits
(a) The following exhibits are filed as a part of this report:
Exhibit No.
3-A Certificate of Incorporation of U.S. Auto Receivables Company.
Filed as Exhibit 3.1 to Registration Statement No. 33-41177
and incorporated herein by reference.
3-B By-laws of U.S. Auto Receivables Company. Filed as Exhibit 3-B
to the Trust's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by reference.
4-A Pooling and Servicing Agreement, dated as of May 31, 1991,
among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 2 to the Trust's
Registration Statement on Form 8-A dated July 31, 1991, and
incorporated herein by reference.
4-B Series 1991-1 Supplement to the Pooling and Servicing
Agreement, dated as of May 31, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated July 31, 1991, and incorporated
herein by reference.
4-C Series 1991-2 Supplement to the Pooling and Servicing
Agreement, dated as of June 30, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated November 18, 1991, and
incorporated herein by reference.
4-D Series 1991-3 Supplement to the Pooling and Servicing
Agreement, dated as of June 30, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated November 18, 1991, and
incorporated herein by reference.
4-E Series 1991-4 Supplement, dated as of September 30, 1991,
among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 20, 1991,
and incorporated herein by reference.
15
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K (continued)
4-F Series A Supplement, dated as of November 30, 1991, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-F to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.
4-G First Amendment, dated as of November 8, 1991, to the Series
1991-2 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables
Company, as Seller, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-G to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.
4-H First Amendment, dated as of November 8, 1991, to the Series
1991-3 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables
Company, as Seller, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-H to the Trust's
Quarterly Report on Form 10-Q for the period ended March 31,
1992, and incorporated herein by reference.
4-I Series B Supplement, dated as of March 1, 1992, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-I to the Trust's
Quarterly Report on Form 10-Q for the period ended March 31,
1992, and incorporated herein by reference.
4-J Series C Supplement, dated as of May 1, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-J to the Trust's Quarterly Report
on Form 10-Q for the period ended June 30, 1992, and
incorporated herein by reference.
4-K First Amendment dated as of August 6, 1992 to the Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to U.S. Auto Receivables
Company ("USA") on August 8, 1991, among USA, as Seller,
Chrysler Credit Corporation, as Servicer and Manufacturers and
Traders Trust Company, as Trustee. Filed as Exhibit 2.2 to the
Trust's Registration Statement on Form 8-A dated September 14,
1992, and incorporated herein by reference.
4-L Series 1992-1 Supplement dated as of July 1, 1992, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated September 14, 1992,
and incorporated herein by reference.
16
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K (continued)
4-M First Amendment dated as of August 24, 1992 to the Series
1991-1 Supplement dated as of May 31, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-M to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4-N Second Amendment dated as of August 24, 1992 to the Series
1991-2 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-N to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4-O Second Amendment dated as of August 24, 1992 to the Series
1991-3 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-O to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4-P First Amendment dated as of August 24, 1992 to the Series
1991-4 Supplement dated as of September 30, 1991, among U.S.
Auto Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-P to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4-Q Series 1992-2 Supplement dated as of October 1, 1992, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated October 30, 1992, and
incorporated herein by reference.
17
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K (continued)
4-R Series 1993-1 Supplement dated as of February 1, 1993, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated March 15, 1993, and
incorporated herein by reference.
4-S Series 1993-2 Supplement dated as of November 1, 1993, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 6, 1993, and
incorporated herein by reference.
4-T Second Amendment dated as of September 21, 1993, to Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned
by Chrysler Auto Receivables Company to U.S. Auto Receivables
Company ("USA") on August 8, 1991, among USA, as Seller,
Chrysler Credit Corporation, as Servicer, and Manufacturers
and Traders Trust Company, as Trustee. Filed as Exhibit 4.3 to
USA's Registration Statement on Form S-1 (File No. 33-70144)
and incorporated herein by reference.
4-U 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. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated November 23, 1994,
and incorporated herein by reference.
4-V Series 1994-2 Supplement dated as of October 31, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 22, 1994,
and incorporated herein by reference.
4-W Series 1994-3 Supplement dated as of November 30, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-W to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1994, and incorporated herein by reference.
4-X 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. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated January 19, 1995, and
incorporated herein by reference.
4-Y 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. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated March 27, 1995, and
incorporated herein by reference.
18
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K (continued)
4-Z Series 1995-3 Supplement dated as of April 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-Z to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
4-AA Series 1995-4 Supplement dated as of April 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-AA to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
4-BB Series 1995-4A Supplement dated as of April 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-BB to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
4-CC Series 1995-5 Supplement dated as of November 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, and joined in by Societe Generale,
Chicago Branch, as Agent. Filed as Exhibit 4-CC to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1995, and incorporated herein by reference.
4-DD Agreement of Resignation, Appointment and Acceptance dated as
of August 23, 1996, by and among U.S. Auto Receivables
Company, Chrysler Financial Corporation, Manufacturers and
Traders Trust Company, and The Bank of New York. Filed as
Exhibit 4-DD to the Trust's Quarterly Report on Form 10-Q for
the period ended September 30, 1996, and incorporated herein
by reference.
4-EE 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. Filed as Exhibit 4-EE to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
4-FF 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. Filed as Exhibit 4-FF to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
4-GG Series 1997-1 Supplement dated as of July 24, 1997, among U.S.
Auto Receivables Company as Seller, Chrysler Financial
Corporation, as Services, and The Bank of New York, as
Trustee. Filed as Exhibit 4-GG to the Trust's Quarterly Report
on Form 10-Q for the period ended September 30, 1997, and
incorporated herein by reference.
23 Consent of Deloitte & Touche LLP.
27 Financial Data Schedule.
(b) No reports on Form 8-K were filed by the Trust during the last
quarter of the period covered by this report.
19
CARCO AUTO LOAN MASTER TRUST
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.
CARCO Auto Loan Master Trust (Registrant)
By: Chrysler Financial Corporation, as Servicer
----------------------------------------
Date: March 11, 1998 By: s/ T. F. Gilman
----------------------------------------
T. F. Gilman, Vice President and Controller
Principal Accounting Officer
20
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
3-A Certificate of Incorporation of U.S. Auto Receivables Company.
Filed as Exhibit 3.1 to Registration Statement No. 33-41177
and incorporated herein by reference.
3-B By-laws of U.S. Auto Receivables Company. Filed as Exhibit 3-B
to the Trust's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by reference.
4-A Pooling and Servicing Agreement, dated as of May 31,
1991, among Chrysler Auto Receivables Company, as Seller,
Chrysler Credit Corporation, as Servicer, and Manufacturers
and Traders Trust Company, as Trustee. Filed as Exhibit 2 to
the Trust's Registration Statement on Form 8-A dated July 31,
1991, and incorporated herein by reference.
4-B Series 1991-1 Supplement to the Pooling and Servicing
Agreement, dated as of May 31, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated July 31, 1991, and incorporated
herein by reference.
4-C Series 1991-2 Supplement to the Pooling and Servicing
Agreement, dated as of June 30, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated November 18, 1991, and
incorporated herein by reference.
4-D Series 1991-3 Supplement to the Pooling and Servicing
Agreement, dated as of June 30, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated November 18, 1991, and
incorporated herein by reference.
4-E Series 1991-4 Supplement, dated as of September 30,
1991, among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 20, 1991,
and incorporated herein by reference.
E-1
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-F Series A Supplement, dated as of November 30, 1991, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-F to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.
4-G First Amendment, dated as of November 8, 1991, to the Series
1991-2 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables
Company, as Seller, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-G to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.
4-H First Amendment, dated as of November 8, 1991, to the Series
1991-3 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables
Company, as Seller, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-H to the Trust's
Quarterly Report on Form 10-Q for the period ended March 31,
1992, and incorporated herein by reference.
4-I Series B Supplement, dated as of March 1, 1992 among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-I to the Trust's Quarterly Report
on Form 10-Q for the period ended March 31, 1992, and
incorporated herein by reference.
4-J Series C Supplement, dated as of May 1, 1992, among U.S. Auto
Receivable Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-J to the Trust's Quarterly Report
on Form 10-Q for the period ended June 30, 1992, and
incorporated herein by reference.
E-2
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-K First Amendment dated as of August 6, 1992 to the Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to U.S. Auto Receivables
Company ("USA") on August 8, 1991, among USA, as Seller,
Chrysler Credit Corporation, as Servicer and Manufacturers and
Traders Trust Company, as Trustee. Filed as Exhibit 2.2 to the
Trust's Registration Statement on Form 8-A dated September 14,
1992, and incorporated herein by reference.
4-L Series 1992-1 Supplement dated as of July 1, 1992, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated September 14, 1992,
and incorporated herein by reference.
4-M First Amendment dated as of August 24, 1992 to the Series
1991-1 Supplement dated as of May 31, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as
of May 31, 1991, as assigned by Chrysler Auto Receivables
Company to USA on August 8, 1991, as amended by the First
Amendment dated as of August 6, 1992, among the Seller, the
Servicer and the Trustee. Filed as Exhibit 4-M to the Trust's
Quarterly Report on Form 10-Q for the period ended September
30, 1992, and incorporated herein by reference.
4-N Second Amendment dated as of August 24, 1992 to the Series
1991-2 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as
of May 31, 1991, as assigned by Chrysler Auto Receivables
Company to USA on August 8, 1991, as amended by the First
Amendment dated as of August 6, 1992, among the Seller, the
Servicer and the Trustee. Filed as Exhibit 4-N to the Trust's
Quarterly Report on Form 10-Q for the period ended September
30, 1992, and incorporated herein by reference.
E-3
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-O Second Amendment dated as of August 24, 1992 to the Series
1991-3 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as
of May 31, 1991, as assigned by Chrysler Auto Receivables
Company to USA on August 8, 1991, as amended by the First
Amendment dated as of August 6, 1992, among the Seller, the
Servicer and the Trustee. Filed as Exhibit 4-O to the Trust's
Quarterly Report on Form 10-Q for the period ended September
30, 1992, and incorporated herein by reference.
4-P First Amendment dated as of August 24, 1992 to the Series
1991-4 Supplement dated as of September 30, 1991, among U.S.
Auto Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-P to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4-Q Series 1992-2 Supplement dated as of October 1, 1992,
among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated October 30, 1992, and
incorporated herein by reference.
4-R Series 1993-1 Supplement dated as of February 1, 1993,
among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated March 15, 1993, and
incorporated herein by reference.
E-4
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-S Series 1993-2 Supplement dated as of November 1, 1993, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 6, 1993, and
incorporated herein by reference.
4-T Second Amendment dated as of September 21, 1993, to
Pooling and Servicing Agreement dated as of May 31, 1991, as
assigned by Chrysler Auto Receivables Company to U.S. Auto
Receivables Company ("USA") on August 8, 1991, among USA, as
Seller, Chrysler Credit Corporation, as Servicer, and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 4.3 to USA's Registration Statement on Form S-1 (File
No. 33-70144) and incorporated herein by reference.
4-U 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. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated November 23, 1994,
and incorporated herein by reference.
4-V Series 1994-2 Supplement dated as of October 31, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 22, 1994,
and incorporated herein by reference.
4-W Series 1994-3 Supplement dated as of November 30, 1994,
among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 4-W to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1994, and incorporated herein by reference.
4-X 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. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated January 19, 1995, and
incorporated herein by reference.
E-5
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-Y 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. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated March 27, 1995, and
incorporated herein by reference.
4-Z Series 1995-3 Supplement dated as of April 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-Z to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
4-AA Series 1995-4 Supplement dated as of April 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-AA to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
4-BB Series 1995-4A Supplement dated as of April 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-BB to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
4-CC Series 1995-5 Supplement dated as of November 30, 1995,
among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and Traders
Trust Company, as Trustee, and joined in by Societe Generale,
Chicago Branch, as Agent. Filed as Exhibit 4-CC to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1995, and incorporated herein by reference.
4-DD Agreement of Resignation, Appointment and Acceptance
dated as of August 23, 1996, by and among U.S. Auto
Receivables Company, Chrysler Financial Corporation,
Manufacturers and Traders Trust Company, and The Bank of New
York. Filed as Exhibit 4-DD to the Trust's Quarterly Report on
Form 10-Q for the period ended September 30, 1996, and
incorporated herein by reference.
E-6
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-EE 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. Filed as Exhibit 4-EE to the Trust's Annual Report
on Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
4-FF 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. Filed as Exhibit 4-FF to the Trust's Annual Report
on Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
4-GG Series 1997-1 Supplement dated as of July 31, 1997, among
U.S. Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-GG to the Trust's Quarterly Report
on Form 10-Q for the period ended September 31, 1997, and
incorporated herein by reference.
23 Consent of Deloitte & Touche LLP.
27 Financial Data Schedule.
E-7