SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal year ended December 31, 2002
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to .
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Commission file number 000-19452
CARCO AUTO LOAN MASTER TRUST
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(Exact name of registrant as specified in its charter)
State of New York Not Applicable
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(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
27777 Inkster Road, Farmington Hills, Michigan 48334
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 427-2565
-----
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1
Floating Rate Auto Loan Asset Backed Certificates, Series 1998-1
Floating Rate Auto Loan Asset Backed Certificates, Series 1999-2
Floating Rate Auto Loan Asset Backed Certificates, Series 2000-A
Floating Rate Auto Loan Asset Backed Certificates, Series 2000-B
Floating Rate Auto Loan Asset Backed Certificates, Series 2000-C
Floating Rate Auto Loan Asset Backed Certificates, Series 2001-A
Floating Rate Auto Loan Asset Backed Certificates, Series 2002-CC
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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S_K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes X No
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State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. $10,500 million
PART I.
ITEM 1. BUSINESS
CARCO Auto Loan Master Trust (the "Trust") was formed pursuant to the Pooling
and Servicing Agreement dated as of May 31, 1991, among Chrysler Auto
Receivables Company ("CARCO"), Chrysler Credit Corporation, as Servicer ("CCC"),
and Manufacturers and Traders Trust Company, a New York banking corporation, as
Trustee. The assets of the Trust include wholesale receivables (the
"Receivables") generated from time to time in a portfolio of revolving financing
arrangements (the "Accounts") with automobile dealers to finance their
automobile and light duty truck inventory. More specifically, the assets of the
Trust include (a) certain Receivables existing under the accounts at the close
of business on May 31, 1991 (the "Initial Cut-Off Date"), certain Receivables
generated under the Accounts from time to time thereafter during the term of the
Trust as well as certain Receivables generated under any Accounts added to the
Trust from time to time (but excluding Receivables generated in any Accounts
removed from time to time after the Initial Cut-Off Date), (b) all funds
collected or to be collected in respect of such Receivables, (c) all funds on
deposit in certain accounts of the Trust, (d) any Enhancement issued with
respect to a series of certificates issued by the Trust (each such series, a
"Series") and (e) a security interest in certain motor vehicles (the "Vehicles")
and certain parts inventory, equipment, fixtures, service accounts and, in some
cases, realty and/or a personal guarantee (collectively, the "Collateral
Security") securing the Receivables. The term "Enhancement" shall mean, with
respect to any Series, any letter of credit, surety bond, cash collateral
account, spread account, guaranteed rate agreement, maturity liquidity facility,
tax protection agreement, interest rate swap agreement or other similar
arrangement for the benefit of Certificateholders of such Series. An Amended and
Restated Pooling and Servicing Agreement dated as of December 5, 2001 (the "P&S
Agreement"), was entered into among DaimlerChrysler Wholesale Receivables LLC
(as successor to CARCO) ("DCWR"), DaimlerChrysler Services North America LLC (as
successor to CCC) ("LLC") and the Bank of New York, as successor Trustee.
CARCO entered into a Receivables Purchase Agreement, dated as of May 31, 1991,
between itself, as purchaser, and CCC, as seller (the "Receivables Purchase
Agreement") as assigned by to U.S. Auto Receivables Company ("USA") on August 8,
1991, as further assigned by USA to DCWR on May 31, 2000. Pursuant to the
Receivables Purchase Agreement, LLC has (a) sold to DCWR all of its right, title
and interest in and to all Receivables meeting certain eligibility criteria
contained in the Receivables Purchase Agreement and the Pooling and Servicing
Agreement ("Eligible Receivables") and (b) assigned its interests in the
Vehicles and the Collateral Security to DCWR. DCWR in turn transferred such
Receivables and Collateral Security to the Trust pursuant to the Pooling and
Servicing Agreement. DCWR has also assigned to the Trust its rights with respect
to the Receivables under the Receivables Purchase Agreement.
All new Receivables arising under the Accounts prior to January 1, 1996 were
sold by CCC to USA and transferred by USA to the Trust. As of May 31, 2000, DCWR
replaced USA and USA was merged out of existence. CARCO and DCWR are
subsidiaries of LLC. On December 31, 1995, CCC, merged with and into Chrysler
Financial Corporation ("CFC"), on October 25, 1998 CFC merged with and into
Chrysler Financial Company L.L.C. ("CFCLLC") and on November 30, 2001 CFCLLC
merged with and into LLC. CCC serviced the Receivables prior to January 1, 1996,
CFC prior to October 25, 1998 and CFCLLC prior to November 30, 2001. LLC is
currently the Servicer of the Receivables. All new Receivables arising under the
Accounts on or after January 1, 1996, during the term of the Trust were sold by
CFC to USA and transferred by USA to the Trust. All new receivables arising
under the Accounts on or after October 25, 1998 during the term on the Trust
were sold by CFCLLC to USA and transferred by USA to the Trust. All new
receivables arising under the Accounts on or after May 31, 2000 were sold by
CFCLLC to DCWR and transferred by DCWR to the Trust. And likewise, all new
receivables arising under the Accounts on or after November 30, 2001 during the
term of the Trust were sold by LLC to DCWR and transferred by DCWR to the Trust.
Accordingly, the aggregate amount of Receivables in the Trust will fluctuate
from day to day as new Receivables are generated and as existing Receivables are
collected, charged off as uncollectable or otherwise adjusted.
2
ITEM 1. BUSINESS (continued)
Pursuant to an Agreement of Resignation, Appointment and Acceptance dated as of
August 23, 1996, Manufacturers and Traders Trust Company resigned as the Trustee
of the Trust and The Bank of New York became the Trustee of the Trust.
The Trust has no employees.
The Securities and Exchange Commission maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC. The address of the SEC Internet
site is http://www.sec.gov.
The Internet address for obtaining free of charge the Trust's annual report on
Form 10-K and current reports on Form 8-K and amendments (if any) filed or
furnished pursuant to Section 13 (a) or 15 (d) of the Exchange Act as soon as
reasonably practicable after such material is electronically filed with the SEC
is http://investor.chryslerfinancial.com.
ITEM 2. PROPERTIES
There is nothing to report with regard to this item.
ITEM 3. LEGAL PROCEEDINGS
There is nothing to report with regard to this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There is nothing to report with regard to this item.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is nothing to report with regard to this item.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data has been omitted since the required information is
included in the financial statements or the notes thereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following Certificates were issued by the Trust evidencing undivided
interests in certain assets of the Trust:
Issue Date Series Description
Maturity Date Principal Amount
- ------------- ----------------
August 1991 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3
August 1996 $750 million
October 1991 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4
October 1994 $500 million
3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)
Issue Date Series Description
Maturity Date Principal Amount
- ------------- ----------------
December 1991 Money Market Auto Loan Asset Backed Certificates, Series A
March 1992 $300 million
March 1992 Money Market Auto Loan Asset Backed Certificates, Series B
June 1992 $350 million
May 1992 Money Market Auto Loan Asset Backed Certificates, Series C
August 1992 $150 million
July 1992 Floating Auto Loan Asset Backed Certificates, Series 1992-1
August 1994 $400 million
October 1992 Floating Auto Loan Asset Backed Certificates, Series 1992-2
October 1997 $400 million
February 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1
February 1998 $250 million
November 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
November 1998 $388.5 million
November 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
November 1997 $111.5 million
October 1994 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1
October 1999 $500 million
December 1994 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2
August 1997 $500 million
December 1994 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3
November 1997 $350 million
January 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1
July 1998 $600 million
March 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2
March 2000 $600 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3
June 1998 $500 million
4
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)
Issue Date Series Description
Maturity Date Principal Amount
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May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4
May 1998 $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A
July 1998 $500 million
December 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5
February 2000 $250 million
November 1996 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1
Outstanding $500 million
December 1996 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2
December 2001 $500 million
August 1997 6.689% Auto Loan Asset Backed Certificates, Series 1997-1
September 2001 $700 million
July 1998 Floating Rate Auto Loan Asset Backed Certificates, Series 1998-1
May 2001 Class A-1 Certificates $500 million
Outstanding Class A-2 Certificates $500 million
March 1999 Fixed Rate Auto Loan Asset Backed Certificates, Series 1999-1
March 2001 5.65% Class A-1 Certificates $400 million
March 2002 5.78% Class A-2 Certificates $600 million
May 1999 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-2
May 2002 Class A-1 Certificates $750 million
Outstanding Class A-2 Certificates $600 million
July 1999 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-3
July 2002 $1 billion
November 1999 6.43% Auto Loan Asset Backed Certificates, Series 1999-4
November 2002 $500 million
April 2000 Floating Rate Auto Loan Asset Backed Certificates, Series 2000-A
Outstanding $750 million
October 2000 Floating Rate Auto Loan Asset Backed Certificates, Series 2000-B
Outstanding $501 million
December 2000 Floating Rate Auto Loan Asset Backed Certificates, Series 2000-C
Outstanding $500 million
5
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)
Issue Date Series Description
Maturity Date Principal Amount
- ------------- ----------------
December 2001 Floating Rate Auto Loan Asset Backed Certificates, Series 2001-A
Outstanding $1 billion
June 2002 Floating Rate Auto Loan Asset Backed Certificates, Series 2002-CC
Outstanding $2,854 million
November 2002 Floating Rate Auto Loan Asset Backed Certificates, Series 2002-CC
Outstanding $1,427 million
CARCO Auto Loan Master Trust (the "Trust") was formed pursuant to the Pooling
and Servicing Agreement dated as of May 31, 1991, among Chrysler Auto
Receivables Company ("CARCO"), Chrysler Credit Corporation, as Servicer ("CCC"),
and Manufacturers and Traders Trust Company, a New York banking corporation, as
Trustee. The assets of the Trust include wholesale receivables (the
"Receivables") generated from time to time in a portfolio of revolving financing
arrangements (the "Accounts") with automobile dealers to finance their
automobile and light duty truck inventory. More specifically, the assets of the
Trust include (a) certain Receivables existing under the accounts at the close
of business on May 31, 1991 (the "Initial Cut-Off Date"), certain Receivables
generated under the Accounts from time to time thereafter during the term of the
Trust as well as certain Receivables generated under any Accounts added to the
Trust from time to time (but excluding Receivables generated in any Accounts
removed from time to time after the Initial Cut-Off Date), (b) all funds
collected or to be collected in respect of such Receivables, (c) all funds on
deposit in certain accounts of the Trust, (d) any Enhancement issued with
respect to a series of certificates issued by the Trust (each such series, a
"Series") and (e) a security interest in certain motor vehicles (the "Vehicles")
and certain parts inventory, equipment, fixtures, service accounts and, in some
cases, realty and/or a personal guarantee (collectively, the "Collateral
Security") securing the Receivables. The term "Enhancement" shall mean, with
respect to any Series, any letter of credit, surety bond, cash collateral
account, spread account, guaranteed rate agreement, maturity liquidity facility,
tax protection agreement, interest rate swap agreement or other similar
arrangement for the benefit of Certificateholders of such Series. An Amended and
Restated Pooling and Servicing Agreement dated as of December 5, 2001 (the "P&S
Agreement"), was entered into among DaimlerChrysler Wholesale Receivables LLC
(as successor to CARCO) ("DCWR"), DaimlerChrysler Services North America LLC (as
successor to CCC) ("LLC") and the Bank of New York, as successor Trustee.
CARCO entered into a Receivables Purchase Agreement, dated as of May 31, 1991,
between itself, as purchaser, and CCC, as seller (the "Receivables Purchase
Agreement") as assigned by to U.S. Auto Receivables Company ("USA") on August 8,
1991, as further assigned by USA to DCWR on May 31, 2000. Pursuant to the
Receivables Purchase Agreement, LLC has (a) sold to DCWR all of its right, title
and interest in and to all Receivables meeting certain eligibility criteria
contained in the Receivables Purchase Agreement and the Pooling and Servicing
Agreement ("Eligible Receivables") and (b) assigned its interests in the
Vehicles and the Collateral Security to DCWR. DCWR in turn transferred such
Receivables and Collateral Security to the Trust pursuant to the Pooling and
Servicing Agreement. DCWR has also assigned to the Trust its rights with respect
to the Receivables under the Receivables Purchase Agreement.
All new Receivables arising under the Accounts prior to January 1, 1996 were
sold by CCC to USA and transferred by USA to the Trust. As of May 31, 2000, DCWR
replaced USA and USA was merged out of existence. CARCO and DCWR are
subsidiaries of LLC. On December 31, 1995, CCC, merged with and into Chrysler
Financial Corporation ("CFC"), on October 25, 1998 CFC merged with and into
Chrysler Financial Company L.L.C. ("CFCLLC") and on November 30, 2001 CFCLLC
merged with and into LLC. CCC serviced the Receivables prior to January 1, 1996,
CFC prior to October 25, 1998 and CFCLLC prior to November 30, 2001. LLC is
currently the Servicer of the Receivables. All new Receivables arising under the
Accounts on or after January 1, 1996, during the term of the Trust were sold by
CFC to USA and transferred by USA to the Trust. All new receivables arising
under the Accounts on or after October 25, 1998 during the term on the Trust
were sold by CFCLLC to USA and transferred by USA to the Trust. All new
receivables arising under the Accounts on or after May 31, 2000 were sold by
CFCLLC to DCWR and
6
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)
transferred by DCWR to the Trust. And likewise, all new receivables arising
under the Accounts on or after November 30, 2001 during the term of the Trust
were sold by LLC to DCWR and transferred by DCWR to the Trust. Accordingly, the
aggregate amount of Receivables in the Trust will fluctuate from day to day as
new Receivables are generated and as existing Receivables are collected, charged
off as uncollectable or otherwise adjusted.
LLC services the Receivables included in the Trust for an annual fee of 1% of
the outstanding required receivables balance, which consists of the outstanding
balance of certificates plus the required overcollateralization.
Pursuant to an Agreement of Resignation, Appointment and Acceptance dated as of
August 23, 1996, Manufacturers and Traders Trust Company resigned as the Trustee
of the Trust and The Bank of New York became the Trustee of the Trust.
The Trust has no employees.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There is nothing to report with regard to this item.
7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CARCO AUTO LOAN MASTER TRUST
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY
ARISING FROM CASH TRANSACTIONS
(in millions of dollars)
December 31,
------------
2002 2001
---- ----
ASSETS
Cash and Cash Equivalents (Note 2) $ 32.6 $ 55.6
Receivables (Note 4) 10,558.2 8,957.2
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TOTAL ASSETS $ 10,590.8 $ 9,012.8
=========== ==========
LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 1 and 2) $ 32.6 $ 55.6
Asset Backed Certificates (Notes 4 and 5) 10,558.2 8,957.2
----------- ----------
TOTAL LIABILITIES AND EQUITY $ 10,590.8 $ 9,012.8
=========== ==========
See Notes to Financial Statements
8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
CARCO AUTO LOAN MASTER TRUST
STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
(in millions of dollars)
Year Ended December 31,
-----------------------
2002 2001 2000
---- ---- ----
CASH RECEIPTS
Collections of Interest $ 547.7 $ 833.6 $ 1,067.4
Deposits to Subordinated Accounts 0.0 7.5 13.1
Proceeds from Sales of Asset Backed Certificates 3,000.0 1,000.0 1,751.0
Collections of Principal 2,850.0 1,687.2 1,004.7
--------- --------- ---------
TOTAL CASH RECEIPTS 6,397.7 3,528.3 3,836.2
--------- --------- ---------
CASH DISBURSEMENTS
Purchases of Receivables held by DCWR and USA 3,000.0 1,000.0 1,751.0
Distributions of Principal 2,850.0 1,687.2 1,004.7
Distributions of Interest 159.3 349.6 452.7
Distributions of Residual Cash Flows to Servicer 318.8 411.3 544.5
Distributions of Amounts from Subordinated Accounts 22.1 5.2 7.3
Distributions of Servicer Fees 70.5 72.1 70.1
--------- --------- ---------
TOTAL CASH DISBURSEMENTS 6,420.7 3,525.4 3,830.3
--------- --------- ---------
CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS (23.0) 2.9 5.9
(CASH DISBURSEMENTS IN EXCESS OF CASH RECEIPTS)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 55.6 52.7 46.8
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 32.6 $ 55.6 $ 52.7
========= ========= =========
See Notes to Financial Statements
9
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Trust are prepared on the basis of cash receipts
and disbursements, which is a comprehensive basis of accounting other than the
accounting principles generally accepted in the United States of America. The
primary difference from the accrual basis to this basis is that the financial
statements do not record provisions for credit losses on Receivables, accrued
interest receivable on the Receivables, or accrued interest payable on the
Certificates from the most recent Distribution Date to the balance sheet date.
Amounts Held for Future Distribution
Amounts Held for Future Distribution represent certain short-term investments
held for future distributions to Noteholders and for liquidity and credit
enhancement reserves. Amounts held for liquidity and credit enhancement reserves
which are not utilized for future distributions to Certificateholders will be
distributed to DCWR pursuant to their certificate.
NOTE 2 -- CASH AND CASH EQUIVALENTS
Short-term instruments with a maturity of less than 30 days when purchased are
considered to be cash equivalents. The Trust received certain cash deposits from
LLC which are held as liquidity and credit enhancement reserves and invested in
short-term instruments. Under the Amended and Restated Pooling and Servicing
Agreement, the servicer is required to convey principal and interest collections
to the Trust on a monthly basis except when commingling conditions cease to be
met under the Amended and Restated Pooling and Servicing Agreement.
NOTE 3 -- RELATED PARTIES
An Amended and Restated Pooling and Servicing Agreement dated as of December 5,
2001 (the "P&S Agreement"), was entered into among DCWR, LLC, and the Bank of
New York, as successor Trustee.
On May 31, 2000, DCWR replaced USA as seller under the Trust. CARCO became a
member of DCWR with a 1% membership interest in DCWR, and USA merged in to
Chrysler Financial Receivables Corporation ("CFRC") with CFRC being the
surviving corporation resulting in CFRC having a 99% membership interest in
DCWR. CARCO and CFRC are both wholly owned subsidiaries of LLC.
LLC services the Receivables included in the Trust for an annual fee of 1% of
the outstanding required receivables balance, which consists of the outstanding
balance of certificates plus the required overcollateralization.
NOTE 4 -- SALES OF CERTIFICATES
The following Certificates were issued by the Trust evidencing undivided
interests in certain assets of the Trust:
Issue Principal Amount
Date Series Description (in millions)
- ------- ------------------ ---------------
8/91 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3 $ 750.0 (1)
10/91 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4 $ 500.0 (1)
10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
NOTE 4 -- SALES OF CERTIFICATES (continued)
Issue Principal Amount
Date Series Description (in millions)
- ------- ------------------ ---------------
12/91 Money Market Auto Loan Asset Backed Certificates, Series A $ 300.0 (1)
3/92 Money Market Auto Loan Asset Backed Certificates, Series B $ 350.0 (1)
5/92 Money Market Auto Loan Asset Backed Certificates, Series C $ 150.0 (1)
7/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1 $ 400.0 (1)
10/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2 $ 400.0 (1)
2/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1 $ 250.0 (1)
11/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2 $ 500.0 (1)
10/94 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1 $ 500.0 (1)
12/94 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2 $ 500.0 (1)
12/94 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3 $ 350.0 (1)
1/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1 $ 600.0 (1)
3/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2 $ 600.0 (1)
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3 $ 500.0 (1)
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4 $ 500.0 (1)
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A $ 500.0 (1)
12/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5 $ 250.0 (1)
11/96 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1 $ 500.0
12/96 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2 $ 500.0 (1)
8/97 6.689% Auto Loan Asset Backed Certificates, Series 1997-1 $ 700.0 (1)
7/98 Floating Rate Auto Loan Asset Backed Certificates, Series 1998-1
Class A-1 Certificates $ 500.0 (1)
Class A-2 Certificates $ 500.0
3/99 Fixed Rate Auto Loan Asset Backed Certificates, Series 1999-1
5.65% Class A-1 Certificates $ 400.0 (1)
5.78% Class A-2 Certificates $ 600.0 (1)
5/99 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-2
Class A-1 Certificates $ 750.0 (1)
Class A-2 Certificates $ 600.0
7/99 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-3 $1,000.0 (1)
11/99 6.43% Auto Loan Asset Backed Certificates, Series 1999-4 $ 500.0 (1)
4/00 Floating Rate Auto Loan Asset Backed Certificates, Series 2000-A $ 750.0
11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
NOTE 4 -- SALES OF CERTIFICATES (continued)
Issue Principal Amount
Date Series Description (in millions)
- ----- ------------------ -----------------
10/00 Floating Rate Auto Loan Asset Backed Certificates, Series 2000-B $ 501.0
12/00 Floating Rate Auto Loan Asset Backed Certificates, Series 2000-C $ 500.0
12/01 Floating Rate Auto Loan Asset Backed Certificates, Series 2001-A $ 1,000.0
6/02 Floating Rate Auto Loan Asset Backed Certificates, Series 2002-CC $ 3,035.4 (2)
11/02 Floating Rate Auto Loan Asset Backed Certificates, Series 2002-CC $ 1,426.9 (2)
(1) Series matured prior to December 31, 2002. Refer to Note 5 for further
details.
(2) The 2002-CC certificate is an investor certificate issued to DCWR by CARCO
and transferred by DCWR to the DaimlerChrysler Master Owner Trust ("DCMOT")
and represents an allocable interest in a pool of receivables arising from
revolving floorplan financing agreements of selected motor vehicle dealers.
This certificate represents the primary source of funds to make payments on
notes issued by DCMOT. The balance presented here is as of the Issue Date.
The aggregate amount of the Receivables in the Trust will fluctuate from
day to day as new Receivables are generated and as existing Receivables are
collected, charged-off as uncollectable, or as otherwise adjusted.
Receivables in excess of total investor's certificates outstanding at December
31, 2002 and 2001 are represented by the CARCO Certificate held by DCWR, which
represent the Seller's Subordinated Interest and Excess Due Seller. The balance
of Asset Backed Certificates consist of Auto Dealer Loan Asset Backed
Certificates, Sellers Subordinated Interest, and Excess Interest Due Seller.
These balances were $7.4 billion, $1.3 billion, and $1.9 billion as of December
31, 2002 and $7.2 billion, $1.3 billion, and $.5 billion as of December 31,
2001, respectively.
12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
NOTE 5 -- PRINCIPAL AND INTEREST PAYMENTS
SERIES INTEREST RATE INTEREST PAYMENTS PRINCIPAL PAYMENTS (1) MATURITY DATE (2)
- ------ ------------- ----------------- ---------------------- -----------------
91-3 7 7/8% Semi-Annually 8/1996 Matured
91-4 LIBOR + 0.50% Monthly 10/1994 Matured
A Comm Paper + 0.20% Monthly 3/1992 Matured
B Comm Paper + 0.25% Monthly 6/1992 Matured
C Comm Paper + 0.25% Monthly 8/1992 Matured
92-1 LIBOR + 0.20% Monthly 8/1994 Matured
92-2 LIBOR + 0.35% Monthly 10/1997 Matured
93-1 LIBOR + 0.28% Monthly 2/1998 Matured
93-2 A-1 Comm Paper + 0.075% Monthly 11/1997 & 1998 Matured
93-2 A-2 LIBOR + 0.26% Monthly 11/1998 Matured
94-1 LIBOR + 0.18% Monthly 10/1999 Matured
94-2 7 7/8 % Semi-Annually 8/1997 Matured
94-3 8 1/8% Annually 11/1997 Matured
95-1 LIBOR + 0.16% Monthly 7/1998 Matured
95-2 LIBOR + 0.13% Monthly 3/2000 Matured
95-3 Fed Funds + 0.25% Monthly 6/1998 Matured
95-4 Fed Funds + 0.26% Monthly 5/1998 Matured
95-4A Fed Funds + 0.26% Monthly 7/1998 Matured
95-5 Comm Paper + 0.1875% Monthly 2/2000 Matured
96-1 LIBOR + 0.135% Monthly ----- 11/2003
96-2 LIBOR + 0.05% Monthly 12/2001 Matured
97-1 6.689% Monthly 9/2001 Matured
98-1 A-1 LIBOR + 0.04% Monthly 6/2001 Matured
98-1 A-2 LIBOR + 0.08% Monthly ----- 6/2003
99-1 A-1 5.63% Monthly 3/2001 Matured
99-1 A-2 5.78% Monthly 3/2002 Matured
99-2 A-1 LIBOR + 0.07% Monthly 5/2002 Matured
99-2 A-2 LIBOR + 0.13% Monthly ----- 5/2004
99-3 LIBOR + 0.12% Monthly 7/2002 Matured
99-4 6.43% Monthly 11/2002 Matured
00-A LIBOR + 0.10% Monthly ----- 3/2003
00-B LIBOR + 0.08% Monthly ----- 10/2003
00-C LIBOR + 0.07% Monthly ----- 11/2003
01-A LIBOR + 0.065% Monthly ----- 11/2004
02-CC (3) Monthly (3) (3)
(1) The dates listed are the Distribution Dates on which the principal of the
Certificates were paid.
(2) The dates listed are the Distribution Dates on which the principal of the
Certificates is expected to be paid; however, the principal of the
Certificates may be paid earlier under certain circumstances described in
the prospectus.
(3) Interest collections, principal collections, charge-offs and miscellaneous
payments are allocated to the 2002-CC certificate pro-rated on the basis of
the 2002-CC allocation percentage. The entire portion of collections
allocated to the 2002-CC certificate is passed through to DCMOT as sole
owner of these certificates.
13
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
NOTE 6 -- FEDERAL INCOME TAXES
In the opinion of outside legal counsel, for federal income tax purposes, the
Certificates will be characterized as debt, and the Trust will not be
characterized as an association (or a publicly traded partnership) taxable as a
corporation. Therefore no provision for federal income tax has been recorded.
NOTE 7 -- FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Instruments
The estimated fair value of financial instruments have been determined using
available market information and valuation methodologies as described below.
However, considerable judgment is required in interpreting market data to
develop the estimates of fair value. Accordingly, the estimates presented herein
are not necessarily indicative of the amounts that could be realized in a
current market exchange. The use of different market assumptions or valuation
methodologies may have a material effect on the estimated fair value amounts.
The carrying amounts and estimated fair values of the Trust's financial
instruments were as follows (in millions of dollars):
December 31, 2002 December 31, 2001
----------------- -----------------
Carrying Fair Carrying Fair
Amounts Value Amounts Value
------- ----- ------- -----
Cash and Cash Equivalents $ 32.6 $ 32.6 $ 55.6 $ 55.6
Receivables $10,558.2 $10,558.2 $8,957.2 $8,957.2
Amounts Held for Future Distribution $ 32.6 $ 32.6 $ 55.6 $ 55.6
Asset Backed Certificates $10,558.2 $10,591.3 $8,957.2 $8,978.3
Assumptions and Methodologies
The carrying value of Cash and Cash Equivalents and Amounts Held for Future
Distribution approximates market value due to the short maturity of these
instruments.
The carrying value of variable rate Receivables was assumed to approximate fair
value since they are priced at current market rates.
The fair value of Asset Backed Certificates was estimated using carrying value
for investors' certificates given the variable rate nature of the certificates,
carrying value for Seller's Subordinated Interest given the variable rate nature
of the receivables, and discounted expected future cash flows for Excess
Interest Due Seller.
14
INDEPENDENT AUDITORS' REPORT
The Manager and Member
DaimlerChrysler Services North America LLC:
We have audited the accompanying statements of assets, liabilities and equity
arising from cash transactions of the CARCO Auto Loan Master Trust (the "Trust")
as of December 31, 2002 and 2001, and the related statements of cash receipts
and disbursements for each of the years in the three-year period ended December
31, 2002. These financial statements are the responsibility of the management of
DaimlerChrysler Services North America LLC, servicer of the Trust. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
As described in Note 1, these financial statements were prepared on the basis of
cash receipts and disbursements, which is a comprehensive basis of accounting
other than accounting principles generally accepted in the United States of
America.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and equity arising from cash
transactions of the CARCO Auto Loan Master Trust as of December 31, 2002 and
2001, and its cash receipts and disbursements for each of the years in the
three-year period ended December 31, 2002 on the basis of accounting described
in Note 1.
/s/ KPMG LLP
Detroit, Michigan
March 20, 2003
15
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There is nothing to report with regard to this item.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There is nothing to report with regard to this item.
ITEM 11. EXECUTIVE COMPENSATION
There is nothing to report with regard to this item.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is nothing to report with regard to this item.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is nothing to report with regard to this item.
PART IV.
ITEM 14. CONTROLS AND PROCEDURES
Registrant is an Asset Backed Issuer and is not required to disclose the
information required by this item.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. Financial Statements
Financial statements for CARCO Auto Loan Master Trust as follows:
Statements of Assets, Liabilities and Equity Arising from Cash Transactions
-- December 31, 2002 and 2001 (page 7 of this report)
Statements of Cash Receipts and Disbursements for the three years ended
December 31, 2002, 2001 & 2000 (page 8 of this report)
Notes to Financial Statements (pages 9 -- 13 of this report)
Independent Auditors' Report (page 14 of this report)
16
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K (continued)
2. Financial Statement Schedules
All financial statement schedules have been omitted because the information
to be provided therein is included in the financial statements or the notes
thereto.
3. Exhibits
(a) The following exhibits are filed as a part of this report:
Exhibit No.
- -----------
3 -- A Certificate of Formation of DaimlerChrysler Wholesale Receivables
LLC. Filed as Exhibit 3.1 to Registration Statement No. 333-38873,
and incorporated herein by reference.
3 -- B Amended and Restated Limited Liability Company agreement of DCWR
filed as Exhibit 3-B to Registration Statement No. 333-50780, and
incorporated herein by reference.
4 -- A Pooling and Servicing Agreement, dated as of May 31, 1991, among
Chrysler Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4.1 to Registration Statement
No. 333-50780, and incorporated herein by reference.
4 -- B First Amendment dated as of August 6, 1992 to the Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivable Company to U.S. Auto Receivables Company
("USA") on August 8, 1991, among USA, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4.2 to the Registration
Statement No. 333-50780, and incorporated herein by reference.
4 -- C Second Amendment dated as of September 21, 1993, to the Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to U.S. Auto Receivables Company
("USA") on August 8, 1991, among USA, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4.3 to Registration Statement
No. 333-50780, and incorporated herein by reference.
4 -- D Third Amendment dated as of November 1, 1999, to the Pooling and
Servicing Agreement dated as of May 31, 1991, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company L.L.C.,
as Servicer, and the Bank of New York, as Trustee. Filed as Exhibit
4.4 to Registration Statement No. 333-37882, and incorporated herein
by reference.
4 -- E Fourth Amendment dated as of May 31, 2000, to the Pooling and
Servicing Agreement dated as of May 31, 1991, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company L.L.C.,
as Servicer, and the Bank of New York, as Trustee. Filed as Exhibit
4.5 to Registration Statement No. 333-37882, and incorporated herein
by reference.
4 -- F Agreement of Resignation, Appointment and Acceptance dated as of
August 23, 1996, by and among U.S. Auto Receivables Company,
Chrysler Financial Corporation, Manufacturers and Traders Trust
Company, and The Bank of New York. Filed as Exhibit 4-DD to the
Trust's Quarterly Report on Form 10-Q for the period ended September
30, 1996, and incorporated herein by reference.
17
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K (continued)
4 -- G Series 1996-1 Supplement dated as of September 30, 1996, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial Corporation,
as Servicer, and The Bank of New York, as Trustee. Filed as Exhibit
4-EE to the Trust's Annual Report on Form 10-K for the year ended
December 31, 1996, and incorporated herein by reference.
4 -- H Series 1998-1 Supplement dated as of June 16, 1998, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Corporation, as
Servicer, and The Bank of New York, as Trustee. Filed as Exhibit
4-HH to the Trust's Quarterly Report on Form 10-Q for the period
ended June 30, 1998, and incorporated herein by reference.
4 -- I Series 1999-1 Supplement dated as of March 10, 1999, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company, LLC, as
Servicer, and The Bank of New York, as Trustee. Filed as Exhibit 4.1
to the Trust's Report on Form 8-K dated August 30, 1999 and
incorporated herein by reference.
4 -- J Series 1999-2 Supplement dated as of May 20, 1999, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company, LLC, as
Servicer, and The Bank of New York, as Trustee. Filed as Exhibit 4.2
to the Trust's Report on Form 8-K dated August 30, 1999, and
incorporated herein by reference.
4 -- K Series 1999-3 Supplement dated as of July 3, 1999, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company, LLC, as
Servicer, and The Bank of New York, as Trustee. Filed as Exhibit 4-Q
to the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1999, and incorporated herein by reference.
4 -- L Series 1999-4 Supplement dated as of November 12, 1999, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial Company,
LLC, as Servicer, and The Bank of New York, as Trustee. Filed as
Exhibit 4-R to the Trust's Annual Report on Form 10-K for the year
ended December 31, 1999, and incorporated herein by reference.
4 -- M Series 2000-A Supplement dated as of April 4, 2000, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company L.L.C.,
as Servicer, and The Bank of New York, as Trustee. Filed as Exhibit
4-P to the Trust's Quarterly Report on Form 10-Q for the period
ended June 30, 2001, and incorporated herein by reference.
4 -- N Series 2000-B Supplement dated as of October 23, 2000, among
DaimlerChrysler Wholesale Receivables LLC, as Seller, Chrysler
Financial Company, LLC, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-Q to the Trust's Quarterly Report on
form 10-Q for the period ended June 30, 2001, and incorporated
herein by reference.
4 -- O Series 2000-C Supplement dated as of December 6, 2000, among
DaimlerChrysler Wholesale Receivables LLC, as Seller, Chrysler
Financial Company, LLC, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-R to the Trust's Quarterly Report on
form 10-Q for the period ended June 30, 2001, and incorporated
herein by reference.
18
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K (continued)
4 -- P Series 2001-A Supplement dated as of December 7, 2001, among
DaimlerChrysler Wholesale Receivables LLC, as Seller,
DaimlerChrysler Services North America LLC, as Servicer, and The
Bank of New York, as Trustee. Filed as Exhibit 4.2 to the Trust's
Current Report on Form 8-K dated December 7, 2001, and incorporated
herein by reference.
4 -- Q Amended and Restated Pooling and Servicing Agreement dated as of
December 5, 2001 among DaimlerChrysler Wholesale Receivables LLC, as
Seller, DaimlerChrysler Services North America LLC, as Servicer, and
The Bank of New York, as Trustee. Filed as Exhibit 4.1 to the
Trust's Current Report on Form 8-K dated December 7, 2001, and
incorporated herein by reference.
4 -- R Series 2002-CC Supplement dated as of June 1, 2002, among
DaimlerChrysler Wholesale Receivables LLC, as Seller,
DaimlerChrysler Services North America LLC, as Servicer, and The
Bank of New York, as Trustee. Filed as Exhibit 4-R to the Trust's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2002,
and incorporated herein by reference.
23 Consent of KPMG LLP.
99 Annual Servicer's Certificate and Independent Accountants' Report
99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title
18, United States Code)
(b) The registrant filed the following reports on Form 8-K during the
quarter ended December 31, 2002:
Date of Report Date Filed Item No. Financial Statements
-------------- ---------- -------- --------------------
October 15, 2002 November 18, 2002 5 None
November 15, 2002 November 25, 2002 5 None
December 16, 2002 December 17, 2002 5 None
19
CARCO AUTO LOAN MASTER TRUST
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.
CARCO Auto Loan Master Trust (Registrant)
By: DaimlerChrysler Services North America LLC,
as Servicer
By: /s/ D. H. Olsen
-------------------------------------------
D. H. Olsen, Vice President and Chief
Financial Officer
Date: March 26, 2003
20
CERTIFICATION
I, D. H. Olsen, the Vice President and Chief Financial Officer of
DaimlerChrysler Services North America LLC, the Servicer of CARCO Auto Loan
Master Trust, certify that:
1. I have reviewed this annual report on Form 10-K and all reports on Form
8-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of CARCO
Auto Loan Master Trust;
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading as of the last day of the period covered by this annual
report;
3. Based on my knowledge, the distribution or servicing information
required to be provided to the trustee by the servicer under the
pooling and servicing, or similar, agreement, for inclusion in these
reports is included in these reports;
4. I am responsible for reviewing the activities performed by the servicer
under the pooling and servicing, or similar, agreement and based upon
my knowledge and the annual compliance review required under that
agreement, and except disclosed in the reports, the servicer has
fulfilled its obligations under that agreements; and
5. The reports disclose all significant deficiencies relating to the
servicer's compliance with the minimum servicing standards based upon
the report provided by an independent public accountant, after
conducting a review in compliance with the Uniform Single Attestation
Program for Mortgage Bankers or similar procedure, as set forth in the
pooling and servicing, or similar, agreement, that is included in these
reports.
Date: March 26, 2003
/s/ D. H. Olsen
--------------------------------------------
D. H. Olsen, Vice President and Chief
Financial Officer
DaimlerChrysler Services North America LLC,
as Servicer of CARCO Auto Loan Master Trust
Supplemental Information to be furnished with reports filed pursuant to Section
15 (d) of the Act by Registrants which have not registered securities pursuant
to Section 12 of the Act
No annual report or proxy material has been sent to security holders.
21
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
3 -- A Certificate of Formation of DaimlerChrysler Wholesale Receivables
LLC. Filed as Exhibit 3.1 to Registration Statement No. 333-38873
and incorporated herein by reference.
3 -- B Amended and Restated Limited Liability Company agreement of DCWR
filed as Exhibit 3-B to Registration Statement No. 333-50780, and
incorporated herein by reference.
4 -- A Pooling and Servicing Agreement, dated as of May 31, 1991, among
Chrysler Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4.1 to Registration Statement
No. 333-50780, and incorporated herein by reference.
4 -- B First Amendment dated as of August 6, 1992 to the Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivable Company to U.S. Auto Receivables Company
("USA") on August 8, 1991, among USA, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4.2 to the Registration
Statement No. 333-50780, and incorporated herein by reference.
4 -- C Second Amendment dated as of September 21, 1993, to the Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to U.S. Auto Receivables Company
("USA") on August 8, 1991, among USA, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4.3 to Registration Statement
No. 333-50780, and incorporated herein by reference.
4 -- D Third Amendment dated as of November 1, 1999, to the Pooling and
Servicing Agreement dated as of May 31, 1991, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company L.L.C.,
as Servicer, and the Bank of New York, as Trustee. Filed as Exhibit
4.4 to Registration Statement No. 333-37882, and incorporated herein
by reference.
4 -- E Fourth Amendment dated as of May 31, 2000, to the Pooling and
Servicing Agreement dated as of May 31, 1991, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company L.L.C.,
as Servicer, and the Bank of New York, as Trustee. Filed as Exhibit
4.5 to Registration Statement No. 333-37882, and incorporated herein
by reference.
4 -- F Agreement of Resignation, Appointment and Acceptance dated as of
August 23, 1996, by and among U.S. Auto Receivables Company,
Chrysler Financial Corporation, Manufacturers and Traders Trust
Company, and The Bank of New York. Filed as Exhibit 4-DD to the
Trust's Quarterly Report on Form 10-Q for the period ended September
30, 1996, and incorporated herein by reference.
4 -- G Series 1996-1 Supplement dated as of September 30, 1996, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial Corporation,
as Servicer, and The Bank of New York, as Trustee. Filed as Exhibit
4-EE to the Trust's Annual Report on Form 10-K for the year ended
December 31, 1996, and incorporated herein by reference.
22
EXHIBIT INDEX (continued)
-------------------------
Exhibit
Number Description of Exhibit
------ ----------------------
4 -- G Series 1996-1 Supplement dated as of September 30, 1996, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial Corporation,
as Servicer, and The Bank of New York, as Trustee. Filed as Exhibit
4-EE to the Trust's Annual Report on Form 10-K for the year ended
December 31, 1996, and incorporated herein by reference.
4 -- H Series 1998-1 Supplement dated as of June 16, 1998, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Corporation, as
Servicer, and The Bank of New York, as Trustee. Filed as Exhibit
4-HH to the Trust's Quarterly Report on Form 10-Q for the period
ended June 30, 1998, and incorporated herein by reference.
4 -- I Series 1999-1 Supplement dated as of March 10, 1999, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company, LLC, as
Servicer, and The Bank of New York, as Trustee. Filed as Exhibit 4.1
to the Trust's Report on Form 8-K dated August 30, 1999, and
incorporated herein by reference.
4 -- J Series 1999-2 Supplement dated as of May 20, 1999, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company, LLC, as
Servicer, and The Bank of New York, as Trustee. Filed as Exhibit 4.2
to the Trust's Report on Form 8-K dated August 30, 1999, and
incorporated herein by reference.
4 -- K Series 1999-3 Supplement dated as of July 3, 1999, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company, LLC, as
Servicer, and The Bank of New York, as Trustee. Filed as Exhibit 4-Q
to the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1999, and incorporated herein by reference.
4 -- L Series 1999-4 Supplement dated as of November 12, 1999, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial Company,
LLC, as Servicer, and The Bank of New York, as Trustee. Filed as
Exhibit 4-R to the Trust's Annual Report of Form 10-K for the year
ended December 31, 1999, and incorporated herein by reference.
4 -- M Series 2000-A Supplement dated as of April 4, 2000, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company L.L.C.,
as Servicer, and The Bank of New York, as Trustee. Filed as Exhibit
4-P to the Trust's Quarterly Report on form 10-Q for the period
ended June 30, 2001, and incorporated herein by reference.
4 -- N Series 2000-B Supplement dated as of October 17, 2000, among
DaimlerChrysler Wholesale Receivables LLC, as Seller, Chrysler
Financial Company, LLC, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-Q to the Trust's Quarterly Report on
form 10-Q for the period ended June 30, 2001, and incorporated
herein by reference.
4 -- O Series 2000-C Supplement dated as of December 6, 2000, among
DaimlerChrysler Wholesale Receivables LLC, as Seller, Chrysler
Financial Company, LLC, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-R to the Trust's Quarterly Report on
form 10-Q for the period ended June 30, 2001, and incorporated
herein by reference.
23
EXHIBIT INDEX (continued)
-------------------------
Exhibit
Number Description of Exhibit
------ ----------------------
4 -- P Series 2001-A Supplement dated as of December 7, 2001, among
DaimlerChrysler Wholesale Receivables LLC, as Seller,
DaimlerChrysler Services North America LLC, as Servicer, and The
Bank of New York, as Trustee. Filed as Exhibit 4.2 to the Trust's
Current Report on Form 8-K dated December 7, 2001, and incorporated
herein by reference.
4 -- Q Amended and Restated Polling and Servicing Agreement dated as of
December 5, 2001 among DaimlerChrysler Wholesale Receivables LLC, as
Seller, DaimlerChrysler Services North America LLC, as Servicer, and
The Bank of New York, as Trustee. Filed as Exhibit 4.1 to the
Trust's Current Report on Form 8-K dated December 7, 2001, and
incorporated herein by reference.
4 -- R Series 2002-CC Supplement dated as of June 1, 2002, among
DaimlerChrysler Wholesale Receivables LLC, as Seller,
DaimlerChrysler Services North America LLC, as Servicer, and The
Bank of New York, as Trustee. Filed as Exhibit 4-R to the Trust's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2002,
and incorporated herein by reference.
23 Consent of KPMG LLP.
99 Annual Servicer's Certificate and Independent Accountants' Report
99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title
18, United States Code)
24