FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE OF 1934.
For the quarterly period ended June 30, 1998
---------------------
/ / 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
- -------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
State of Michigan 38-096143
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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
- -------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 948-3067
----------------------
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 _____
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 June 30,
1998.
The registrant meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.
Chrysler Financial Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The interim financial data presented herein are unaudited, but in the opinion
of management reflect all adjustments necessary for a fair presentation of
such information. Results for interim periods should not be considered
indicative of results for a full year. Reference should be made to the
financial statements contained in the registrant's Annual Report on Form 10-K
for the year ended December 31, 1997 (the "10-K Report").
2
ITEM 1. FINANCIAL STATEMENTS
Chrysler Financial Corporation and Subsidiaries
Consolidated Statement of Net Earnings
(in millions of dollars)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1998 1997 1998 1997
---- ---- ---- ----
(unaudited) (unaudited)
Finance Revenue:
Automotive:
Retail (Note 2) $164 $169 $312 $336
Wholesale and other (Note 2) 146 118 275 272
Vehicles leased - rents and fees 168 86 277 157
Nonautomotive 1 31 39 52
---- ---- ---- ----
Total finance revenue 479 404 903 817
Interest expense 254 204 472 399
Depreciation on vehicles leased 93 40 164 68
---- ---- ---- ----
Net margin 132 160 267 350
Other Revenues:
Servicing fee income 87 82 172 162
Insurance premiums earned 30 29 61 59
Investment and other income (Note 2) 178 119 338 226
---- ---- ---- ----
Net margin and other revenues 427 390 838 797
---- ---- ---- ----
Costs and Expenses:
Operating and other expenses 131 125 259 268
Provision for credit losses 94 86 193 186
Insurance losses and loss
adjustment expenses 24 23 48 46
---- ---- ---- ----
Total costs and expenses 249 234 500 500
---- ---- ---- ----
Earnings before income taxes 178 156 338 297
Provision for income taxes 58 53 110 101
---- ---- ---- ----
Net Earnings $120 $103 $228 $196
==== ==== ==== ====
Consolidated Statement of Shareholder's Investment
(in millions of dollars)
Six Months Ended
June 30,
----------------
1998 1997
---- ----
(unaudited)
Balance at beginning of period $3,297 $3,288
Net earnings 228 196
Common stock dividends (227) (194)
Net unrealized holding gains on securities 1 3
------ ------
Balance at end of period $3,299 $3,293
====== ======
<FN>
Prior period reclassified to conform to current classification
See Notes to Consolidated Financial Statements.
3
ITEM 1. FINANCIAL STATEMENTS - continued
Chrysler Financial Corporation and Subsidiaries
Consolidated Balance Sheet
(in millions of dollars)
June 30, December 31, June 30,
1998 1997 1997
---------- ------------ -----------
(unaudited) (unaudited)
Assets:
Finance receivables - net (Note 1) $14,307 $10,926 $12,175
Retained interests in sold
receivables - net (Note 1) 2,992 3,111 3,736
------- ------- -------
Total finance receivables and
retained interests - net 17,299 14,037 15,911
Cash and cash equivalents 777 380 583
Marketable securities 410 408 385
Vehicles leased - net 2,770 1,736 1,252
Dealership properties leased - net 267 281 303
Repossessed collateral 39 76 96
Loans and other amounts due from
affiliated companies 1,109 1,705 862
Other assets 771 698 611
------- ------- -------
Total Assets $23,442 $19,321 $20,003
======= ======= =======
Liabilities:
Debt (Note 3) $16,153 $12,718 $13,486
Accounts payable, accrued expenses
and other 2,054 1,474 1,551
Deferred income taxes 1,936 1,832 1,673
------- ------- -------
Total Liabilities 20,143 16,024 16,710
Shareholder's Investment 3,299 3,297 3,293
------- ------- -------
Total Liabilities and Shareholder's
Investment $23,442 $19,321 $20,003
======= ======= =======
<FN>
See Notes to Consolidated Financial Statements.
4
ITEM 1. FINANCIAL STATEMENTS - continued
Chrysler Financial Corporation and Subsidiaries
Consolidated Statement of Cash Flows
(in millions of dollars)
Six Months Ended
June 30,
----------------------
1998 1997
---- ----
(unaudited)
Cash Flows From Operating Activities:
Net earnings $ 228 $ 196
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Gains from receivable sales net of
amortization (18) (12)
Provision for credit losses 193 186
Depreciation and amortization 171 79
Change in deferred income taxes and income
taxes payable 102 43
Change in amounts due to/from affiliated
companies (20) (15)
Change in accounts payable, accrued
expenses and other 530 124
-------- --------
Net cash provided by operating activities 1,186 601
-------- --------
Cash Flows From Investing Activities:
Acquisitions of finance receivables (40,272) (38,357)
Collections of finance receivables 14,926 13,419
Sales of finance receivables 21,893 23,583
Purchases of marketable securities (1,704) (1,169)
Sales and maturities of marketable securities 1,705 1,260
Change in loans to affiliated companies 616 12
Purchases of vehicles leased (1,339) (760)
Sales of vehicles leased 104 48
Change in cash and investments held by
securitization trust 81 (364)
Other (7) 33
-------- --------
Net cash used in investing activities (3,997) (2,295)
-------- --------
Cash Flows From Financing Activities:
Change in short-term notes 316 549
Issuance of term debt 4,764 3,087
Repayment of term debt (1,514) (1,479)
Change in bank borrowings - International (41) 54
Payment of dividends (227) (194)
Other (90) 30
-------- --------
Net cash provided by financing activities 3,208 2,047
-------- --------
Change in cash and cash equivalents 397 353
Cash and cash equivalents at beginning of year 380 230
-------- --------
Cash and Cash Equivalents at End of Period $ 777 $ 583
======== ========
<FN>
Prior period reclassified to conform to current classification
See Notes to Consolidated Financial Statements.
5
ITEM 1. FINANCIAL STATEMENTS - continued
- ------- --------------------------------
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Finance Receivables and Retained Interests - Net
- ---------------------------------------------------------
Outstanding balances of "Finance receivables - net" were as follows (in
millions of dollars):
June 30, December 31, June 30,
1998 1997 1997
-------- ------------ --------
(unaudited) (unaudited)
Automotive:
Retail $ 4,909 $ 3,621 $ 6,073
Wholesale and other 3,787 3,252 2,922
Retained senior interests in sold wholesale receivables * 3,006 1,511 817
-------- -------- --------
Total automotive 11,702 8,384 9,812
-------- -------- --------
Nonautomotive:
Leveraged leases 2,709 2,572 2,384
Commercial 84 143 199
-------- -------- --------
Total nonautomotive 2,793 2,715 2,583
-------- -------- --------
Total finance receivables 14,495 11,099 12,395
Allowance for credit losses (188) (173) (220)
-------- -------- --------
Total finance receivables - net $ 14,307 $ 10,926 $ 12,175
======== ======== ========
<FN>
* Represents receivables held in trust eligible to be securitized or returned
to the Company.
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):
June 30, December 31, June 30,
1998 1997 1997
-------- ------------ --------
(unaudited) (unaudited)
Cash and investments $ 280 $ 361 $ 870
Subordinated interests in receivables 2,753 2,843 2,726
Residual cash flows 318 284 221
Other -- -- 235
Allowance for credit losses (359) (377) (316)
------ ------ ------
Total retained interests in sold receivables - net $2,992 $3,111 $3,736
====== ====== ======
The Company's total allowance for credit losses is as follows (in millions
of dollars):
June 30, December 31, June 30,
1998 1997 1997
-------- ------------ --------
(unaudited) (unaudited)
Allowance for credit losses deducted from:
Finance receivables $ 188 $ 173 $ 220
Retained interests in sold receivables 359 377 316
Vehicles leased 15 9 8
----- ------- -----
Total $ 562 $ 559 $ 544
===== ======= =====
6
ITEM 1. FINANCIAL STATEMENTS - continued
- ------- --------------------------------
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 2 - 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):
June 30, December 31, June 30,
1998 1997 1997
-------- ------------ --------
(unaudited) (unaudited)
Retail $16,904 $16,096 $14,136
Wholesale 5,741 7,187 8,009
------- ------- -------
Total $22,645 $23,283 $22,145
======= ======= =======
Gains, net of related amortization, recognized from the sales of receivables
were as follows (in millions of dollars):
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- ----------------------
1998 1997 1998 1997
-------- -------- ------- --------
(unaudited) (unaudited)
Retail:
Gross gains on sales $ 55 $ 39 $ 122 $ 68
Amortization (52) (40) (102) (79)
----- ----- ------- ------
Net gains $ 3 $ (1) $ 20 $ (11)
===== ===== ======= ======
Wholesale:
Gross gains on sales $ 40 $ 39 $ 82 $ 76
Amortization (42) (39) (84) (53)
----- ----- ------- ------
Net gains $ (2) $ -- $ (2) $ 23
===== ===== ======= ======
Total:
Gross gains on sales $ 95 $ 78 $ 204 $ 144
Amortization (94) (79) (186) (132)
----- ----- ------- ------
Net gains $ 1 $ (1) $ 18 $ 12
===== ===== ======= ======
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."
Discount rates based on current market conditions at the time of sale and
prepayment speed estimates based on historical data are used in the
calculation of the gains and losses. 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 the sold receivables amounted to $146
million and $97 million for the six months ended June 30, 1998 and 1997,
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.
7
ITEM 1. FINANCIAL STATEMENTS - continued
- ------- --------------------------------
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 3 - Debt
- -------------
Debt outstanding was as follows (in millions of dollars):
Weighted Average
Interest Rates at June 30, December 31, June 30,
Maturity June 30, 1998 1998 1997 1997
- -------- ----------------- -------- ------------ --------
(unaudited) (unaudited)
Short-term notes placed primarily in the
open market:
United States $ 2,578 $ 2,261 $ 2,442
Canada 708 709 723
------- ------- --------
Total short-term notes (primarily
commercial paper) 5.5% 3,286 2,970 3,165
------- ------- --------
Bank borrowings - International 4.1% 176 217 144
------- ------- --------
Senior term debt:
United States, due
1997 -- -- 1,534
1998 6.2% 1,045 2,309 2,309
1999 7.6% 2,769 2,719 2,530
2000 6.3% 2,672 1,845 1,669
2001 5.9% 1,644 401 391
2002 6.2% 840 465 339
Thereafter 5.8% 1,379 159 109
------- ------- --------
Total United States 10,349 7,898 8,881
Canada, due 1997-2003 5.6% 2,225 1,426 1,162
------- ------- --------
Total senior term debt 12,574 9,324 10,043
Other borrowings 8.6% 117 207 134
------- ------- --------
Total debt $16,153 $12,718 $ 13,486
======= ======= ========
The Company has contractual debt maturities at June 30, 1998, as follows:
1998 - $4.7 billion (including $3.3 billion of short-term notes with an
average remaining term of 45 days); 1999 - $3.4 billion; 2000 - $3.6 billion;
2001 - $2.1 billion; 2002 - $0.9 billion; and thereafter - $1.5 billion.
Credit Facilities
The Company has revolving credit facilities, which total $8.0 billion,
consisting of a $2.0 billion facility expiring in April 1999 and a $6.0
billion facility expiring in April 2002. These facilities include $1.0
billion allocated to Chrysler Credit Canada Ltd. As of June 30, 1998, $5
million was outstanding under these facilities supporting international
operations.
8
ITEM 1. FINANCIAL STATEMENTS - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 4 - New Accounting Standard
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." This Statement requires that all items recognized
under accounting standards as components of comprehensive earnings be
reported in an annual financial statement that is displayed with the same
prominence as other annual financial statements. This Statement also requires
that an entity classify items of other comprehensive earnings by their nature
in an annual financial statement. For example, other comprehensive earnings
may include foreign currency translation adjustments, minimum pension
liability adjustments, and unrealized gains and losses on marketable
securities classified as available-for-sale. Annual financial statements for
prior periods will be reclassified, as required. The Company's total
comprehensive earnings were as follows (in millions of dollars):
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1998 1997 1998 1997
---- ---- ---- ----
(unaudited) (unaudited)
Net earnings $120 $103 $228 $196
Other comprehensive
earnings (loss) (5) 8 1 3
---- ---- ---- ----
Total comprehensive earnings $115 $111 $229 $199
==== ==== ==== ====
In the second quarter of 1998, the Company adopted Statement of Position
("SOP") 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use," effective January 1, 1998. This SOP provides
guidance on accounting for the costs of computer software developed or
obtained for internal use. This SOP requires that entities capitalize certain
internal-use software costs once certain criteria are met. Historically, the
Company generally expensed the costs of developing or obtaining internal-use
software as incurred. Adoption of the standard did not have a material effect
on the Company's consolidated financial statements.
Note 5 - Merger of Chrysler Corporation and Daimler-Benz Aktiengesellschaft
On May 7, 1998, the Company's parent, Chrysler Corporation ("Chrysler"),
Daimler-Benz Aktiengesellschaft ("Daimler") and DaimlerChrysler
Aktiengesellschaft ("DaimlerChrysler") entered into a Business Combination
Agreement providing for (i) the merger of a newly created Delaware
corporation with and into Chrysler ("the Chrysler Merger"); (ii) an offer by
DaimlerChrysler to exchange DaimlerChrysler ordinary shares for Daimler
ordinary shares; and (iii) the merger of Daimler with and into
DaimlerChrysler. In the Chrysler Merger, each share of outstanding Chrysler
common stock will be converted into the right to receive DaimlerChrysler
shares. As a result of these transactions, DaimlerChrysler will be owned by
the former shareholders of Chrysler and Daimler, and Chrysler will be a
wholly owned subsidiary of DaimlerChrysler. Consummation of the transactions
contemplated by the Business Combination Agreement is subject to the approval
of Chrysler's and Daimler's shareholders, regulatory approvals and the
satisfaction or waiver of various other conditions as more fully described in
the Agreement.
9
Chrysler Financial Corporation and Subsidiaries
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Review
Chrysler Financial Corporation and its consolidated subsidiaries' (the
"Company") net earnings were $120 million and $228 million for the three and
six months ended June 30, 1998, compared to $103 million and $196 million for
the three and six months ended June 30, 1997. The increase in net earnings
primarily reflects higher gains and servicing fees from sales of receivables.
Net earnings for the first six months of 1997 reflect a one-time benefit from
the adoption of Statement of Financial Accounting Standards No. 125 (See Note
2 of the Consolidated Financial Statements).
Automotive volume totaled $24.2 billion and $44.8 billion for the three and
six months ended June 30, 1998, compared with $19.4 billion and $41.1 billion
in the comparable periods of 1997. United States penetration and the number
of vehicles financed for the three and six months ended June 30, 1998 and
1997 were as follows:
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1998 1997 1998 1997
---- ---- ---- ----
United States Penetration:
Retail and lease 31% 28% 29% 27%
Wholesale 71% 71% 69% 70%
Number of New Chrysler Vehicles
Financed in the United States
(in thousands):
Retail and lease 223 174 372 323
Wholesale 487 402 932 856
The increase in retail and lease penetration for the three and six months
ended June 30, 1998, compared to 1997 is primarily due to new marketing
programs to customers and dealers initiated during 1998.
Finance revenue totaled $479 million and $903 million for the three and six
months ended June 30, 1998, compared to $404 million and $817 million for the
comparable periods of 1997. The increase in finance revenue is primarily
attributable to higher levels of vehicles leased and automotive finance
receivables managed, partially offset by adjustments to the carrying value of
certain nonautomotive assets.
A comparison of the borrowing costs is shown in the following table (dollars
in millions):
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1998 1997 1998 1997
---- ---- ---- ----
Interest expense $ 254 $ 204 $ 472 $ 399
Average borrowings $16,040 $12,452 $14,825 $12,215
Average effective cost of borrowings 6.3% 6.5% 6.4% 6.5%
The decline in the average effective borrowing costs for the three and six
months ended June 30, 1998 compared to 1997 primarily reflects lower market
interest rates in the United States.
10
Chrysler Financial Corporation and Subsidiaries
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued
Financial Review (continued)
Depreciation on vehicles leased for the three and six months ended June 30,
1998, totaled $93 million and $164 million, compared to $40 million and $68
million for the comparable periods of 1997. The increase in depreciation
expense was due to higher levels of vehicles leased in Canada and the United
States.
Investment and other income totaled $178 million and $338 million for the
three and six months ended June 30, 1998, compared to $119 million and $226
million for the comparable periods of 1997. The increase in Investment and
other income primarily reflects higher gains from sales of automotive
receivables, as well as gains from sales of certain nonautomotive assets.
Operating and other expenses totaled $131 million and $259 million for the
three and six months ended June 30, 1998, compared to $125 million and $268
million for the comparable periods of 1997. The decrease in Operating and
other expenses for the first six months of 1998 compared to the first six
months of 1997, reflects improvements in the Company's automotive and
nonautomotive businesses, as well as the adoption of Statement of Position
98-1, "Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use" notwithstanding an increase in the quarter ended
June 30, 1998.
Provision for credit losses for the three and six months ended June 30, 1998,
totaled $94 million and $193 million, compared to $86 million and $186
million for the comparable periods of 1997.
Net credit loss experience, including net losses on receivables sold subject
to limited credit risk, for the three and six months ended June 30, 1998 and
1997, was as follows (dollars in millions):
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1998 1997 1998 1997
---- ---- ---- ----
Net Credit Losses (Recoveries)
- Finance Receivables:
Automotive $ 84 $ 76 $180 $ 161
Nonautomotive 2 4 * 6
---- ---- ---- -----
Total $ 86 $ 80 $180 $ 167
==== ==== ==== =====
* Rounds to less than $1 million
Net Credit Losses (Recoveries)
- Finance Receivables to
Average Gross Finance Receivables
Outstanding:
Automotive 0.91% 0.85% 1.00% 0.92%
Nonautomotive 0.09% 0.49% (0.03%) 0.39%
Total 0.82% 0.82% 0.89% 0.89%
During the first six months of 1998, the Company experienced higher credit
losses on automotive retail receivables. Company management attributes the
higher credit losses primarily to the effect of the credit mix of retail
receivables originated in prior years.
11
Chrysler Financial Corporation and Subsidiaries
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued
Financial Review (continued)
The Company's allowance for credit losses totaled $562 million, $559 million
and $544 million at June 30, 1998, December 31, 1997, and June 30, 1997,
respectively. The allowance for credit losses as a percentage of related
finance receivables outstanding was 1.47 percent at June 30, 1998, 1.60
percent at December 31, 1997, 1.55 percent at June 30, 1997.
The Company's portfolio of receivables and leases managed, which includes
receivables owned and receivables serviced for others, totaled $46.6 billion
at June 30, 1998, $42.0 billion at December 31, 1997, and $41.5 billion at
June 30, 1997. Receivables and leases serviced for others totaled $29.3
billion at June 30, 1998, $29.1 billion at December 31, 1997, and $27.8
billion at June 30, 1997.
Total assets at June 30, 1998, were $23.4 billion compared to $19.3 billion
at December 31, 1997 and $20.0 billion at June 30, 1997. The increase in
total assets is primarily attributable to higher volume of finance
receivables and vehicles leased, and lower levels of wholesale
securitizations.
Total debt outstanding was $16.2 billion at June 30, 1998, $12.7 billion at
December 31, 1997, and $13.5 billion at June 30, 1997. The increase in total
debt is attributable to the need to fund higher levels of automotive volume.
The Company's debt-to-equity ratio was 4.9 to 1 at June 30, 1998, 3.9 to 1 at
December 31, 1997, and 4.1 to 1 at June 30, 1997.
Liquidity and Capital Resources
Receivable sales continued to be a significant source of funding in the first
six months of 1998 as the Company realized $5.1 billion of net proceeds from
the sale of automotive retail receivables, compared to $3.2 billion of net
proceeds in the same period of 1997. Securitization of revolving wholesale
account balances provided funding which aggregated $4.4 billion and $6.8
billion at June 30, 1998 and 1997, respectively.
At June 30, 1998, the Company had contractual debt maturities of $4.7 billion
during the remainder of 1998 (including $3.3 billion of short-term notes),
$3.4 billion in 1999, $3.6 billion in 2000, $2.1 billion in 2001, $0.9
billion in 2002 and $1.5 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, and operating cash flows. At
June 30, 1998, the Company had approximately $3.0 billion in eligible
wholesale receivables held by securitization trusts. On July 1, 1998, the
Company securitized $1.1 billion of wholesale receivables, which reduced the
amount of eligible wholesale receivables to approximately $1.9 billion.
The Company has revolving credit facilities, which total $8.0 billion,
consisting of a $2.0 billion facility expiring in April 1999 and a $6.0
billion facility expiring in April 2002. These facilities include $1.0
billion allocated to Chrysler Credit Canada Ltd. As of June 30, 1998, $5
million was outstanding under these facilities supporting international
operations.
The Company paid dividends to Chrysler Corporation totaling $227 million
during the first six months of 1998, compared to $194 million for the
comparable period of 1997.
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.
12
Chrysler Financial Corporation and Subsidiaries
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued
New Accounting Standards
In February 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits." This Statement revises
employers' disclosures about pension and other postretirement benefit plans.
It does not change the measurement or recognition of those plans. This
Statement standardizes the disclosure requirements for pensions and other
postretirement benefits to the extent practicable, requires additional
information on changes in the benefit obligations and fair values of plan
assets that will facilitate financial analysis, and eliminates certain
disclosures. Restatement of disclosures for earlier periods is required. This
Statement is effective for the Company's financial statements for the year
ended December 31, 1998.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement requires companies to
record derivatives on the balance sheet as assets and liabilities, measured
at fair value. Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the derivative and
whether it qualifies for hedge accounting. This Statement is not expected to
have a material impact on the Company's financial statements. This Statement
is effective for fiscal years beginning after June 15, 1999, with earlier
adoption encouraged. The Company will adopt this accounting standard as
required by January 1, 2000.
Review by Independent Public Accountants
Deloitte & Touche LLP, the Company's independent public accountants,
performed a review of the financial statements for the six months ended June
30, 1998 and 1997 in accordance with the standards for such reviews
established by the American Institute of Certified Public Accountants. The
review did not constitute an audit, and accordingly, Deloitte & Touche LLP
did not express an opinion on the aforementioned data.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(Omitted in accordance with general instruction H)
13
Chrysler Financial Corporation and Subsidiaries
PART II OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
(Omitted in accordance with General Instruction H.)
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
(Omitted in accordance with General Instruction H.)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(Omitted in accordance with General Instruction H.)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as a part of this report:
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.
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.
14
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
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.
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.
15
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
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.
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
21, 1998, 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.
16
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
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 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-J 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-K 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-L 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-M 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-N 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-O 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-P 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. Files as
Exhibit 10-CC to the Annual Report on Form 10-K of Chrysler
Financial Corporation for the year ended December 31, 1997, and
incorporated herein by reference.
17
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
10-Q 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. Filed as Exhibit 10-DD to the Annual Report on Form
10-K of Chrysler Financial Corporation for the year ended
December 31, 1997, and incorporated herein by reference.
10-R 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-S 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-T 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-U 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-V 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-W 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-X 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.
18
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
10-Y 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-Z 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-AA 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-BB 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-CC 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-DD 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-EE 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-FF 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-GG 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.
19
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
10-HH 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-II 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-JJ 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-KK 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-LL 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-MM 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-NN 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-OO 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-PP 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-QQ 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.
20
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
10-RR 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-SS 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-TT 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-UU 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-VV 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-WW 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-XX 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-YY 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-ZZ 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.
21
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
10-AAA 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-BBB 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-CCC 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-DDD 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-EEE 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-FFF 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-GGG 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-HHH 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-III 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.
22
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
10-JJJ 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-KKK 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-LLL 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-MMM 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. Filed as Exhibit 10-GGGG to the Annual Report on Form 10-K
of Chrysler Financial Corporation for the year ended December 31,
1997, and incorporated herein by reference.
10-NNN 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-OOO 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-PPP 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-QQQ 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-RRR 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.
23
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
10-SSS 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-TTT 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-UUU 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-VVV 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-WWW 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-XXX 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-YYY Copy of Amended and Restated Trust Agreement, dated as of August
1, 1997, among Premier Receivables L.L.C., 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-ZZZ 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-AAAA 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-BBBB 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.
24
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-CCCC Copy of Amended and Restated Trust Agreement, dated as of
September 1, 1997, among Premier Receivables L.L.C., 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-DDDD 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-EEEE Copy of Sale and Servicing Agreement, dated as of September 1,
1997, between Premier Auto Trust 1997-3 and Chrysler Financial
Corporation, with respect to 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-FFFF Copy of Receivables 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. Filed as Exhibit 10-ZZZZ to the
Annual Report on Form 10-K of Chrysler Financial Corporation for
the year ended December 31, 1997, and incorporation herein by
reference.
10-GGGG Copy of Receivables 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. Filed as Exhibit
10-AAAAA to the Annual Report on Form 10-K of Chrysler Financial
Corporation for the year ended December 31, 1997, and
incorporated herein by reference.
10-HHHH Copy of Receivables 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. Filed as Exhibit 10-BBBBB to
the Annual Report on Form 10-K of Chrysler Financial Corporation
for the year ended December 31, 1997, and incorporated herein by
reference.
10-IIII Copy of Receivables 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.
Filed as Exhibit 10-CCCCC to the Annual Report on Form 10-K of
Chrysler Financial Corporation for the year ended December 31,
1997, and incorporated herein by reference.
10-JJJJ Copy of Receivables Sale Agreement, dated as of June 22, 1998,
among Premier Receivables L.L.C., as Seller, Chrysler Financial
Corporation, as Servicer, Preferred Receivables Funding
Corporation, as Purchaser, and the First National Bank of
Chicago, as Administrative Agent.
10-KKKK Copy of Receivables Sale Agreement, dated as of June 29, 1998,
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.
25
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-LLLL Copy of Certificate of Trust of Premier Auto Trust 1998-1. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1998-1 for the quarter ended March 31, 1998, and
incorporated herein by reference.
10-MMMM Copy of Amended and Restated Trust Agreement, dated as of
February 1, 1998, among Premier Receivables L.L.C., Chrysler
Financial Corporation, and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1998-1. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1998-1 for the quarter ended March 31, 1998, and
incorporated herein by reference.
10-NNNN Copy of Indenture, dated as of February 1, 1998, between Premier
Auto Trust 1998-1 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1998-1. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1998-1 for the quarter ended March 31,
1998, and incorporated herein by reference.
10-OOOO Copy of Sale and Servicing Agreement, dated as of February 1,
1998, between Premier Auto Trust 1998-1 and Chrysler Financial
Corporation, with respect to Premier Auto Trust 1998-1. Filed as
Exhibit 4.3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1998-1 for the quarter ended March 31, 1998, and
incorporated herein by reference.
10-PPPP Copy of Certificate of Trust of Premier Auto Trust 1998-2. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1998-2 for the quarter ended March 31, 1998, and
incorporated herein by reference.
10-QQQQ Copy of Amended and Restated Trust Agreement, dated as of March
1, 1998, among Premier Receivables L.L.C., Chrysler Financial
Corporation, and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1998-2. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1998-2 for
the quarter ended March 31, 1998, and incorporated herein by
reference.
10-RRRR Copy of Indenture, dated as of March 1, 1998, between Premier
Auto Trust 1998-2 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1998-2. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1998-2 for the quarter ended March 31,
1998, and incorporated herein by reference.
10-SSSS Copy of Sale and Servicing Agreement, dated as of March 1, 1998,
between Premier Auto Trust 1998-2 and Chrysler Financial
Corporation, with respect to Premier Auto Trust 1998-2. Filed as
Exhibit 4.3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1998-2 for the quarter ended March 31, 1998, and
incorporated herein by reference.
12-A Chrysler Financial Corporation and Subsidiaries Computations of
Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation and Consolidated Subsidiaries Computations
of Ratios of Earnings to Fixed Charges and Preferred Stock
Dividend Requirements.
15-A Letter regarding unaudited interim financial information.
26
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
15-B Independent Accountants' Letter in lieu of Consent.
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.
(b) The registrant filed the following report on Form 8-K during the
quarter ended March 31, 1998:
Date of Report Date Filed Item Reported
-------------- ---------- -------------
May 7, 1998 May 12, 1998 5
May 19, 1998 May 21, 1998 5
Financial Statements Filed
--------------------------
None
27
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28
Chrysler Financial Corporation and Subsidiaries
SIGNATURES
Pursuant to the requirements 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
------------------------------
(Registrant)
Date: July 13, 1998 By: s/T. F. Gilman
--------------
T. F. Gilman
Vice President and Controller
Principal Accounting Officer
29
THIS PAGE INTENTIONALLY LEFT BLANK
30
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
21, 1998, 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.
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 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.
E-3
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-J 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-K 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-L 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-M 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-N 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-O 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-P 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. Filed as
Exhibit 10-CC to the Annual Report on Form 10-K of Chrysler
Financial Corporation for the year ended December 31, 1997, and
incorporated herein by reference.
10-Q 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 Master Custodial and
Servicing Agreement, dated as of December 16, 1997. Filed as
Exhibit 10-DD to the Annual Report on Form 10-K of Chrysler
Financial Corporation for the year ended December 31, 1997, and
incorporated herein by reference.
10-R 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.
E-4
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-S 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-T 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-U 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-V 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-W 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-X 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-Y 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-Z 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-AA 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.
E-5
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-BB 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-CC 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-DD 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-EE 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-FF 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-GG 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-HH 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-II 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-JJ 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.
E-6
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-KK 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-LL 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-MM 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-NN 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-OO 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-PP 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-QQ 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-RR 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-SS 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-TT 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.
E-7
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-UU 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-VV 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-WW 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-XX 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-YY 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-ZZ 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-AAA 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-BBB 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-CCC 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-DDD 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.
E-8
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-EEE 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-FFF 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-GGG 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-HHH 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-III 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-JJJ 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-KKK 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-LLL 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-MMM 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. Filed as Exhibit 10-GGGG to the Annual Report on Form 10-K
of Chrysler Financial Corporation for the year ended December 31,
1997, and incorporated herein by reference.
E-9
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-NNN 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-OOO 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-PPP 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-QQQ 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-RRR 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-SSS 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-TTT 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-UUU 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-VVV 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.
E-10
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-WWW 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-XXX 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-YYY Copy of Amended and Restated Trust Agreement, dated as of August
1, 1997, among Premier Receivables L.L.C., 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-ZZZ 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-AAAA 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-BBBB 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-CCCC Copy of Amended and Restated Trust Agreement, dated as of
September 1, 1997, among Premier Receivables L.L.C., 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-DDDD 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-EEEE Copy of Sale and Servicing Agreement, dated as of September 1,
1997, between Premier Auto Trust 1997-3 and Chrysler Financial
Corporation, with respect to 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.
E-11
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-FFFF Copy of Receivables 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. Filed as Exhibit 10-ZZZZ to the
Annual Report on Form 10-K of Chrysler Financial Corporation for
the year ended December 31, 1997, and incorporated herein by
reference.
10-GGGG Copy of Receivables 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. Filed as Exhibit
10-AAAAA to the Annual Report on Form 10-K of Chrysler Financial
Corporation for the year ended December 31, 1997, and
incorporated herein by reference.
10-HHHH Copy of Receivables 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. Filed as Exhibit 10-BBBBB to
the Annual Report on Form 10-K of Chrysler Financial Corporation
for the year ended December 31, 1997, and incorporated herein by
reference.
10-IIII Copy of Receivables 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.
Filed as Exhibit 10-CCCCC to the Annual Report on Form 10-K of
Chrysler Financial Corporation for the year ended December 31,
1997, and incorporated herein by reference.
10-JJJJ Copy of Receivables Sale Agreement, dated as of June 22, 1998,
among Premier Receivables L.L.C., as Seller, Chrysler Financial
Corporation, as Servicer, Preferred Receivables Funding
Corporation, as Purchaser, and the First National Bank of
Chicago, as Administrative Agent.
10-KKKK Copy of Receivables Sale Agreement, dated as of June 29, 1998,
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-LLLL Copy of Certificate of Trust of Premier Auto Trust 1998-1. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1998-1 for the quarter ended March 31, 1998, and
incorporated herein by reference.
10-MMMM Copy of Amended and Restated Trust Agreement, dated as of
February 1, 1998, among Premier Receivables L.L.C., Chrysler
Financial Corporation, and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1998-1. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1998-1 for the quarter ended March 31, 1998, and
incorporated herein by reference.
10-NNNN Copy of Indenture, dated as of February 1, 1998, between Premier
Auto Trust 1998-1 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1998-1. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1998-1 for the quarter ended March 31,
1998, and incorporated herein by reference.
E-12
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX- continued
- ------------------------
10-OOOO Copy of Sale and Servicing Agreement, dated as of February 1,
1998, between Premier Auto Trust 1998-1 and Chrysler Financial
Corporation, with respect to Premier Auto Trust 1998-1. Filed as
Exhibit 4.3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1998-1 for the quarter ended March 31, 1998, and
incorporated herein by reference.
10-PPPP Copy of Certificate of Trust of Premier Auto Trust 1998-2. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1998-2 for the quarter ended March 31, 1998, and
incorporated herein by reference.
10-QQQQ Copy of Amended and Restated Trust Agreement, dated as of March
1, 1998, among Premier Receivables L.L.C., Chrysler Financial
Corporation, and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1998-2. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1998-2 for
the quarter ended March 31, 1998, and incorporated herein by
reference.
10-RRRR Copy of Indenture, dated as of March 1, 1998, between Premier
Auto Trust 1998-2 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1998-2. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1998-2 for the quarter ended March 31,
1998, and incorporated herein by reference.
10-SSSS Copy of Sale and Servicing Agreement, dated as of March 1, 1998,
between Premier Auto Trust 1998-2 and Chrysler Financial
Corporation, with respect to Premier Auto Trust 1998-2. Filed as
Exhibit 4.3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1998-2 for the quarter ended March 31, 1998, and
incorporated herein by reference.
12-A Chrysler Financial Corporation and Subsidiaries Computations of
Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation and Consolidated Subsidiaries Computations
of Ratios of Earnings to Fixed Charges and Preferred Stock
Dividend Requirements.
15-A Letter regarding unaudited interim financial information.
15-B Independent Accountants' Letter in lieu of Consent.
27 Financial Data Schedule.
E-13
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