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 September 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 38-0961430
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034-8286
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 948-3067
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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
September 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 Nine Months Ended
September 30, September 30,
------------------ ------------------
1998 1997 1998 1997
---- ---- ---- ----
(unaudited) (unaudited)
Finance Revenue:
Automotive:
Retail (Note 2) $ 192 $ 200 $ 504 $ 536
Wholesale and other (Note 2) 122 74 397 346
Vehicles leased - rents and fees 187 90 464 247
Nonautomotive 38 31 77 83
------ ------ ------ ------
Total finance revenue 539 395 1,442 1,212
Interest expense 252 210 724 609
Depreciation on vehicles leased 114 45 278 113
------ ------ ------ ------
Net margin 173 140 440 490
Other Revenues:
Servicing fee income 85 77 257 239
Insurance premiums earned 28 31 89 90
Investment and other income (Note 2) 131 174 469 400
------ ------ ------ ------
Net margin and other revenues 417 422 1,255 1,219
------ ------ ------ ------
Costs and Expenses:
Operating and other expenses 134 123 393 391
Provision for credit losses 88 111 281 297
Insurance losses and loss adjustment
expenses 15 20 63 66
------ ------ ------ ------
Total costs and expenses 237 254 737 754
------ ------ ------ ------
Earnings before income taxes 180 168 518 465
Provision for income taxes 64 57 174 158
------ ------ ------ ------
Net Earnings $ 116 $ 111 $ 344 $ 307
====== ====== ====== ======
Consolidated Statement of Shareholder's Investment
(in millions of dollars)
Nine Months Ended
September 30,
------------------
1998 1997
---- ----
(unaudited)
Balance at beginning of period $ 3,297 $ 3,288
Net earnings 344 307
Common stock dividends (346) (300)
Net unrealized holding (losses) gains
on securities (5) 9
------- -------
Balance at end of period $ 3,290 $ 3,304
======= =======
<FN>
Prior period reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
3
ITEM 1. FINANCIAL STATEMENTS -- continued
Chrysler Financial Corporation and Subsidiaries
Consolidated Balance Sheet
(in millions of dollars)
September 30, December 31, September 30,
1998 1997 1997
------------- ----------- ------------
(unaudited) (unaudited)
Assets:
Finance receivables - net (Note 1) $13,123 $10,926 $10,995
Retained interests in sold
receivables - net (Note 1) 2,928 3,111 3,961
------- ------- -------
Total finance receivables and
retained interests - net 16,051 14,037 14,956
Cash and cash equivalents 660 380 287
Marketable securities 454 408 413
Vehicles leased - net 3,117 1,736 1,386
Dealership properties leased - net 261 281 295
Repossessed collateral 39 76 100
Loans and other amounts due from
affiliated companies 1,405 1,705 1,187
Other assets 738 698 650
------- ------- -------
Total Assets $22,725 $19,321 $19,274
======= ======= =======
Liabilities:
Debt (Note 3) $15,456 $12,718 $12,584
Accounts payable, accrued expenses
and other 2,004 1,474 1,612
Deferred income taxes 1,975 1,832 1,774
------- ------- -------
Total Liabilities 19,435 16,024 15,970
Shareholder's Investment 3,290 3,297 3,304
------- ------- -------
Total Liabilities and Shareholder's
Investment $22,725 $19,321 $19,274
======= ======= =======
<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)
Nine Months Ended
September 30,
--------------------
1998 1997
---- ----
(unaudited)
Cash Flows From Operating Activities:
Net earnings $ 344 $ 307
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Gains from receivable sales net
of amortization (18) (44)
Provision for credit losses 281 297
Depreciation and amortization 288 129
Change in deferred income taxes and income
taxes payable 146 142
Change in amounts due to/from affiliated
companies 101 (70)
Change in accounts payable, accrued expenses
and other 456 153
-------- --------
Net cash provided by operating activities 1,598 914
-------- --------
Cash Flows From Investing Activities:
Acquisitions of finance receivables (57,835) (57,129)
Collections of finance receivables 22,819 19,599
Sales of finance receivables 32,632 37,855
Purchases of marketable securities (2,019) (1,404)
Sales and maturities of marketable securities 2,018 1,475
Change in loans to affiliated companies 199 (258)
Purchases of vehicles leased (1,896) (977)
Sales of vehicles leased 158 77
Change in cash and investments held by
securitization trust 151 (1,164)
Other 63 30
-------- --------
Net cash used in investing activities (3,710) (1,896)
-------- --------
Cash Flows From Financing Activities:
Change in short-term notes (137) (319)
Issuance of term debt 4,757 3,734
Repayment of term debt (2,004) (2,287)
Change in bank borrowings - International 214 40
Payment of dividends (346) (300)
Other (92) 171
-------- --------
Net cash provided by financing activities 2,392 1,039
-------- --------
Change in cash and cash equivalents 280 57
Cash and cash equivalents at beginning of year 380 230
-------- --------
Cash and Cash Equivalents at End of Period $ 660 $ 287
======== ========
During 1998, the Company acquired $53 million of marketable securities in a
non-cash transaction relating to the securitization of retail receivables.
</FN>
Prior period reclassified to conform to current classifications.
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):
September 30, December 31, September 30,
1998 1997 1997
------------- ------------ -------------
(unaudited) (unaudited)
Automotive:
Retail $ 5,263 $ 3,621 $ 5,222
Wholesale and other 2,258 3,252 3,240
Retained senior interests in sold
wholesale receivables * 2,991 1,511 58
------- ------- -------
Total automotive 10,512 8,384 8,520
------- ------- -------
Nonautomotive:
Leveraged leases 2,732 2,572 2,501
Commercial 67 143 173
------- ------- -------
Total nonautomotive 2,799 2,715 2,674
------- ------- -------
Total finance receivables 13,311 11,099 11,194
Allowance for credit losses (188) (173) (199)
------- ------- -------
Total finance receivables - net $13,123 $10,926 $10,995
======= ======= =======
<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):
September 30, December 31, September 30,
1998 1997 1997
------------- ------------ -------------
(unaudited) (unaudited)
Cash and investments $ 210 $ 361 $ 1,670
Subordinated interests in receivables 2,719 2,843 2,135
Residual cash flows 348 284 259
Other -- -- 234
Allowance for credit losses (349) (377) (337)
------- ------- -------
Total retained interests in sold
receivables - net $ 2,928 $ 3,111 $ 3,961
======= ======= =======
The Company's total allowance for credit losses is as follows (in millions of
dollars):
September 30, December 31, September 30,
1998 1997 1997
------------- ------------ -------------
(unaudited) (unaudited)
Allowance for credit losses deducted from:
Finance receivables $ 188 $ 173 $ 199
Retained interests in sold receivables 349 377 337
Vehicles leased 27 9 10
------- ------- -------
Total $ 564 $ 559 $ 546
======= ======= =======
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):
September 30, December 31, September 30,
1998 1997 1997
------------- ------------ -------------
(unaudited) (unaudited)
Retail $17,447 $16,096 $15,262
Wholesale 5,664 7,187 7,424
------- ------- -------
Total $23,111 $23,283 $22,686
======= ======= =======
Gains, net of related amortization, recognized from the sales of receivables
were as follows (in millions of dollars):
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
(unaudited) (unaudited)
Retail:
Gross gains on sales $ 58 $ 73 $ 180 $ 141
Amortization (57) (41) (159) (120)
----- ----- ----- -----
Net gains $ 1 $ 32 $ 21 $ 21
===== ===== ===== =====
Wholesale:
Gross gains on sales $ 37 $ 46 $ 119 $ 122
Amortization (38) (46) (122) (99)
----- ----- ----- -----
Net gains $ (1) $ -- $ (3) $ 23
===== ===== ===== =====
Total:
Gross gains on sales $ 95 $ 119 $ 299 $ 263
Amortization (95) (87) (281) (219)
----- ----- ----- -----
Net gains $ -- $ 32 $ 18 $ 44
===== ===== ===== =====
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 $220
million and $189 million for the nine months ended September 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 September 30, December 31, September 30,
Maturity September 30, 1998 1998 1997 1997
- -------- ------------------- ------------- ------------ -------------
(unaudited) (unaudited)
Short-term notes placed
primarily in the open market:
United States $ 2,166 $ 2,261 $ 1,467
Canada 667 709 830
------- ------- -------
Total short-term notes
(primarily commercial paper) 5.6% 2,833 2,970 2,297
------- ------- -------
Bank borrowings - International 4.3% 431 217 130
------- ------- -------
Senior term debt:
United States, due
1997 -- 741
1998 6.1% 682 2,309 2,309
1999 7.6% 2,769 2,719 2,709
2000 6.2% 2,677 1,845 1,825
2001 5.9% 1,648 401 401
2002 6.2% 840 465 465
Thereafter 5.8% 1,379 159 109
------- ------- -------
Total United States 9,995 7,898 8,559
Canada, due 1997-2003 5.5% 2,082 1,426 1,323
------- ------- -------
Total senior term debt 12,077 9,324 9,882
Other borrowings 8.4% 115 207 275
------- ------- -------
Total debt $15,456 $12,718 $12,584
======= ======= =======
The Company has contractual debt maturities at September 30, 1998, as
follows: 1998 - $4.1 billion (including $2.8 billion of short-term notes with
an average remaining term of 34 days); 1999 - $3.4 billion; 2000 - $3.6
billion; 2001 - $2.1 billion; 2002 - $0.8 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 September 30, 1998, no
amounts were outstanding under these facilities.
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 Nine Months Ended
September 30, September 30,
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
(unaudited) (unaudited)
Net earnings $ 116 $ 111 $ 344 $ 307
Other comprehensive (loss) earnings (6) 6 (5) 9
----- ----- ----- -----
Total comprehensive earnings $ 110 $ 117 $ 339 $ 316
===== ===== ===== =====
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. Both Chrysler's and Daimler's
shareholders voted to approve the proposed Business Combination at separate
Special Shareholders' Meetings held on September 18, 1998. The initial period
for the exchange of Daimler shares for DaimlerChrysler shares occurs from
September 24, 1998 through October 23, 1998.
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 $116 million and $344 million for the three and
nine months ended September 30, 1998, compared to $111 million and $307
million for the three and nine months ended September 30, 1997. The increase
in net earnings primarily reflects higher gains and servicing fees from sales
of automotive receivables, a decrease in provision for credit losses, and
gains from sales of certain nonautomotive assets. Net earnings for the first
nine 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 $20.2 billion and $65.0 billion for the three and
nine months ended September 30, 1998, compared with $20.6 billion and $61.7
billion in the comparable periods of 1997. United States penetration and the
number of vehicles financed for the three and nine months ended September 30,
1998 and 1997 were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
United States Penetration:
Retail and lease 33% 27% 30% 27%
Wholesale 71% 73% 69% 71%
Number of New Chrysler Vehicles
Financed in the United States
(in thousands):
Retail and lease 191 149 563 472
Wholesale 406 355 1,338 1,211
The increase in retail and lease penetration for the three and nine months
ended September 30, 1998, compared to 1997 is primarily due to new marketing
programs to customers and dealers initiated during 1998.
Finance revenue totaled $539 million and $1,442 million for the three and
nine months ended September 30, 1998, compared to $395 million and $1,212
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.
A comparison of the borrowing costs is shown in the following table (dollars
in millions):
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
Interest expense $ 252 $ 210 $ 724 $ 609
Average borrowings $15,428 $12,840 $15,029 $12,425
Average effective cost
of borrowings 6.3% 6.4% 6.4% 6.5%
The decline in the average effective borrowing costs for the three and nine
months ended September 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 nine months ended September
30, 1998, totaled $114 million and $278 million, compared to $45 million and
$113 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 $131 million and $469 million for the
three and nine months ended September 30, 1998, compared to $174 million and
$400 million for the comparable periods of 1997. The increase in Investment
and other income for the nine months ended September 30, 1998, primarily
reflects gains from sales of certain nonautomotive assets, as well as higher
gains from sales of automotive receivables.
Operating and other expenses totaled $134 million and $393 million for the
three and nine months ended September 30, 1998, compared to $123 million and
$391 million for the comparable periods of 1997. The increase in Operating
and other expenses for the three months ended September 30, 1998, compared to
1997 reflects higher levels of Receivables and leases managed.
Provision for credit losses for the three and nine months ended September 30,
1998, totaled $88 million and $281 million, compared to $111 million and $297
million for the comparable periods of 1997. The decrease in Provision for
credit losses is attributable to a decrease in actual loss experience during
the third quarter of 1998 as compared to the third quarter of 1997.
Net credit loss experience, including net losses on receivables sold subject
to limited credit risk, for the three and nine months ended September 30,
1998, and 1997, was as follows (dollars in millions):
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
Net Credit Losses -
Finance Receivables:
Automotive $ 79 $ 107 $ 259 $ 268
Nonautomotive 5 1 5 7
------ ------- ------ ------
Total $ 84 $ 108 $ 264 $ 275
====== ======= ====== ======
Net Credit Losses -
Finance Receivables to
Average Gross Finance
Receivables Outstanding:
Automotive 0.86% 1.24% 0.95% 1.03%
Nonautomotive 0.49% 0.06% 0.15% 0.27%
Total 0.82% 1.13% 0.87% 0.96%
Notwithstanding the improvement in credit losses for the third quarter of
1998, higher than normal credit losses may be experienced in the near term.
No assurances can be given as to future results.
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 $564 million, $559 million
and $546 million at September 30, 1998, December 31, 1997, and September 30,
1997, respectively. The allowance for credit losses as a percentage of
related finance receivables outstanding was 1.47 percent at September 30,
1998, 1.60 percent at December 31, 1997, and 1.58 percent at September 30,
1997.
The Company's portfolio of receivables and leases managed, which includes
receivables owned and receivables serviced for others, totaled $46.8 billion
at September 30, 1998, $42.0 billion at December 31, 1997, and $41.1 billion
at September 30, 1997. Receivables and leases serviced for others totaled
$30.3 billion at September 30, 1998, $29.1 billion at December 31, 1997, and
$28.5 billion at September 30, 1997.
Total assets at September 30, 1998, were $22.7 billion compared to $19.3
billion at December 31, 1997 and $19.3 billion at September 30, 1997. The
increase in total assets is primarily attributable to higher volume of
finance receivables and vehicles leased.
Total debt outstanding was $15.5 billion at September 30, 1998, $12.7 billion
at December 31, 1997, and $12.6 billion at September 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 4.7 to 1 at September 30,
1998, 3.9 to 1 at December 31, 1997, and 3.8 to 1 at September 30, 1997.
Liquidity and Capital Resources
Receivable sales continued to be a significant source of funding in the first
nine months of 1998 as the Company realized $7.8 billion of net proceeds from
the sale of automotive retail receivables, compared to $6.1 billion of net
proceeds in the same period of 1997. Securitization of revolving wholesale
account balances provided funding which aggregated $4.8 billion and $7.0
billion at September 30, 1998 and 1997, respectively.
At September 30, 1998, the Company had contractual debt maturities of $4.1
billion during the remainder of 1998 (including $2.8 billion of short-term
notes), $3.4 billion in 1999, $3.6 billion in 2000, $2.1 billion in 2001,
$0.8 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 September 30, 1998, the Company had approximately $3.0 billion in
eligible wholesale receivables held by securitization trusts.
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 September 30, 1998, no
amounts were outstanding under these facilities.
The Company paid dividends to Chrysler Corporation totaling $346 million
during the first nine months of 1998, compared to $300 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
Year 2000
The Company has conducted an evaluation of the actions necessary to ensure
that its business critical computer systems will function without disruption
with respect to the application of dating systems in the Year 2000. As a
result of this evaluation, the Company is engaged in the process of
upgrading, replacing and testing certain of its information and other
computer systems. The Company's remedial actions are scheduled to be
completed during the third quarter of 1999 and, based upon information
currently available, the Company does not anticipate that the costs of its
remedial actions will be material to the consolidated results of operations
and financial position and are being expensed as incurred. However, there can
be no assurance that the remedial actions being implemented by the Company
will be completed in time to avoid dating systems problems or that the cost
will not be material. If the Company is unable to complete its remedial
actions in the planned timeframe, contingency plans will be developed to
address those business critical systems that may not be Year 2000 compliant.
In addition, disruptions with respect to the computer systems of vendors or
customers, which are outside the control of the Company, could impair the
ability of the Company to obtain necessary services or to provide services to
their customers. Disruptions of the Company's computer systems, or the
computer systems of the Company's vendors or customers, as well as the cost
of avoiding such disruption, could have a material adverse effect upon the
financial condition and results of operations. The Company has a process in
place to assess the Year 2000 readiness of its business critical vendors and
customers. The Company believes that the most likely worst case scenario is
that a small number of vendors will be unable to supply service for a short
time after January 1, 2000. As part of the assessment process, the Company
will develop contingency plans for those business critical vendors who are
either unable or unwilling to develop remediation plans to become Year 2000
compliant. Although these plans have yet to be developed, the Company expects
that these plans will include selective resourcing of services to Year 2000
compliant vendors. The Company expects that vendors in this category will
represent an insignificant part of its total service base. It is expected
that these plans will be in place by the third quarter of 1999.
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 September 15, 1999, with
earlier adoption encouraged. The Company will adopt this accounting standard
as required by January 1, 2000.
13
Chrysler Financial Corporation and Subsidiaries
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued
Recent Events
Chrysler Financial Corporation plans to convert from a corporation to a
limited liability company ("LLC") on or about October 25, 1998. Conversion to
an LLC will have no effect on the day-to-day operations of the Company. The
new LLC will be the surviving legal entity of a merger between Chrysler
Financial Company L.L.C., a newly created Michigan limited liability company,
and Chrysler Financial Corporation. Chrysler Corporation, which currently
owns all of the capital stock of Chrysler Financial Corporation, will be the
sole member (owner) of Chrysler Financial Company L.L.C. Upon the merger,
Chrysler Financial Company L.L.C. will succeed to the operations of Chrysler
Financial Corporation and will acquire its assets and assume its debt and
other obligations.
Review by Independent Public Accountants
Deloitte & Touche LLP, the Company's independent public accountants,
performed a review of the financial statements for the nine months ended
September 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)
14
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.
15
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.
16
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. Filed as Exhibit 10-G to the Quarterly
Report of Chrysler Financial Corporation on Form 10-K for
the quarter ended June 30, 1998, and incorporated by
reference.
17
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 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.
10-J 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-K 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-L 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-M 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-N 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-O 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-P 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.
18
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-Q 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-R 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-S 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-T 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-U 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-V 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-W 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-X 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-Y 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-Z 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.
19
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-AA 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-BB 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-CC 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-DD 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-EE 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-FF 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-GG 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-HH 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-II 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-JJ 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.
20
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
10-KK 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-LL 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-MM 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-NN 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-OO 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-PP 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-QQ 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-RR 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-SS 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.
21
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-TT 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-UU 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-VV 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-WW 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-XX 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-YY 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-ZZ 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-AAA 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-BBB 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.
22
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-CCC 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-DDD 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-EEE 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-FFF 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-GGG 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-HHH 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-III 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-JJJ 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-KKK 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.
23
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-LLL 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-MMM 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-NNN 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-OOO 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-PPP 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-QQQ 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-RRR 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. Filed as Exhibit
10-JJJJ to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended June 30, 1998
and incorporated herein by reference.
10-SSS 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.
Filed as Exhibit 10-KKKK to the Quarterly Report on Form
10-Q of Chrysler Financial Corporation for the quarter ended
June 30, 1998, and incorporated herein by reference
24
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-TTT 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-UUU 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-VVV 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-WWW 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-XXX 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-YYY 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-ZZZ 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-AAAA 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.
10-BBBB Copy of Certificate of Trust of Premier Auto Trust 1998-3.
Filed as Exhibit 3 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1998-3 for the quarter ended June 30,
1998, and incorporated herein by reference.
10-CCCC Copy of Amended and Restated Trust Agreement, dated as of
May 1, 1998, among Premier Receivables L.L.C., Chrysler
Financial Corporation, and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1998-3. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier
Auto Trust 1998-3 for the quarter ended June 30, 1998, and
incorporated herein by reference.
25
Chrysler Financial Corporation and Subsidiaries
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-DDDD Copy of Indenture, dated as of May 1, 1998, between Premier
Auto Trust 1998-3 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 1998-3 for the quarter
ended June 30, 1998, and incorporated herein by reference.
10-EEEE Copy of Sale and Servicing Agreement, dated as of May 1,
1998, between Premier Auto Trust 1998-3 and Chrysler
Financial Corporation, with respect to Premier Auto Trust
1998-3. Filed as Exhibit 4.3 to the Quarterly Report on Form
10-Q of Premier Auto Trust 1998-3 for the quarter ended June
30, 1998, and incorporated herein by reference.
10-FFFF Copy of Receivables Sale Agreement, dated as of September
24, 1998, among Premier Receivables L.L.C., as Seller,
Chrysler Financial Corporation, as Servicer, Windmill
Funding Corporation, as Purchaser and ABN AMRO Bank N.V., as
Administrative Agent.
12-A Chrysler Financial Corporation and Subsidiaries Computations
of Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation 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
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 September 30, 1998:
Date of Report Date Filed Item Reported
-------------- ---------- -------------
July 22, 1998 July 22, 1998 5
August 31, 1998 September 1, 1998 5
September 25, 1998 September 25, 1998 5
Financial Statements Filed
--------------------------
None
26
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: October 13, 1998 By: s/T. F. Gilman
-----------------------------
T. F. Gilman
Vice President and
Chief Financial Officer
27
THIS PAGE INTENTIONALLY LEFT BLANK
28
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. Filed as Exhibit 10-G to the Quarterly
Report of Chrysler Financial Corporation on form 10-K for
the quarter ended June 30, 1998, and incorporated herein by
reference.
10-H Copy of Long Term Revolving Credit Agreement, dated as of
April 24, 1997, among Chrysler Financial Corporation,
Chrysler Credit Canada Ltd., the several commercial banks
party thereto, as Managing Agents, Royal Bank of Canada, as
Canadian Administrative Agent, and Chemical Bank, as
Administrative Agent. Filed as Exhibit 10-H to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for
the quarter ended June 30, 1997, and incorporated herein by
reference.
10-I Copy of Amended and Restated 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.
E-3
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX - continued
10-J 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-K 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-L 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-M 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-N 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-O 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-P 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-Q 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-R Copy of Certificate of Trust of Premier Auto Trust 1995-3.
Filed as Exhibit 3 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1995-3 for the quarter ended September
30, 1995, and incorporated herein by reference.
E-4
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX - continued
10-S 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-T 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-U 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-V 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-W 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-X 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-Y 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-Z 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-AA 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-BB 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.
E-5
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX - continued
10-CC 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-DD 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-EE 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-FF 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-GG 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-HH 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-II 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-JJ 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-KK 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-LL 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-6
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX - continued
10-MM 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-NN 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-OO 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-PP 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-QQ 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-RR 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-SS 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-TT 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-UU 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-7
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX - continued
10-VV 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-WW 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-XX 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-YY 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-ZZ 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-AAA 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-BBB 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-CCC 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-DDD 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-8
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX - continued
10-EEE 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-FFF 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-GGG 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-HHH 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-III 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-JJJ 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-KKK 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-LLL 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-MMM 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-9
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX - continued
10-NNN 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-OOO 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-PPP 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-QQQ 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-RRR 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. Filed as Exhibit
10-JJJJ to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended June 30, 1998
and incorporated herein by reference.
10-SSS 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.
Filed as Exhibit 10-KKKK to the Quarterly Report on Form
10-Q of Chrysler Financial Corporation for the quarter ended
June 30, 1998, and incorporated herein by reference
10-TTT 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-UUU 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.
E-10
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX - continued
10-VVV 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-WWW 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-XXX 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-YYY 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-ZZZ 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-AAAA 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.
10-BBBB Copy of Certificate of Trust of Premier Auto Trust 1998-3.
Filed as Exhibit 3 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1998-3 for the quarter ended June 30,
1998, and incorporated herein by reference.
10-CCCC Copy of Amended and Restated Trust Agreement, dated as of
May 1, 1998, among Premier Receivables L.L.C., Chrysler
Financial Corporation, and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1998-3. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier
Auto Trust 1998-3 for the quarter ended June 30, 1998, and
incorporated herein by reference.
10-DDDD Copy of Indenture, dated as of May 1, 1998, between Premier
Auto Trust 1998-3 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 1998-3 for the quarter
ended June 30, 1998, and incorporated herein by reference.
10-EEEE Copy of Sale and Servicing Agreement, dated as of May 1,
1998, between Premier Auto Trust 1998-3 and Chrysler
Financial Corporation, with respect to Premier Auto Trust
1998-3. Filed as Exhibit 4.3 to the Quarterly Report on Form
10-Q of Premier Auto Trust 1998-3 for the quarter ended June
30, 1998, 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 September
24, 1998, among Premier Receivables L.L.C., as Seller,
Chrysler Financial Corporation, as Servicer, Windmill
Funding Corporation, as Purchaser and ABN AMRO Bank N.V., as
Administrative Agent.
12-A Chrysler Financial Corporation and Subsidiaries Computations
of Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation 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-12