1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 1-9161 CHRYSLER CORPORATION (Exact name of registrant as specified in its charter) STATE OF DELAWARE 38-2673623 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1000 CHRYSLER DRIVE, AUBURN HILLS, MICHIGAN 48326-2766 (Address of principal executive offices) (Zip Code) (810) 576-5741 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 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 --- --- The registrant had 728,604,220 shares of common stock outstanding as of June 30, 1996, adjusted for the two-for-one stock split declared on May 16, 1996 which is to be distributed on July 15, 1996 to shareholders of record on June 15, 1996. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES INDEX PAGE NO. -------- Part I. FINANCIAL INFORMATION Item 1. Financial Statements..................................................... 1-5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................................ 6-11 Part II. OTHER INFORMATION Item 1. Legal Proceedings........................................................ 12 Item 4. Submission of Matters to a Vote of Security Holders...................... 12 Item 5. Other Information........................................................ 13-15 Item 6. Exhibits and Reports on Form 8-K......................................... 16 Signature Page..................................................................... 17 Exhibit Index...................................................................... 18 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995 THREE MONTHS ENDED SIX MONTHS ENDED ----------------- ----------------- 1996 1995 1996 1995 ------- ------- ------- ------- (IN MILLIONS OF DOLLARS) Sales of manufactured products.............................. $14,858 $11,653 $28,902 $24,482 Finance and insurance revenues.............................. 431 408 880 788 Other revenues.............................................. 550 455 1,013 859 ------- ------- ------- ------- TOTAL REVENUES......................................... 15,839 12,516 30,795 26,129 ------- ------- ------- ------- Costs, other than items below............................... 11,740 10,049 22,745 20,565 Depreciation and special tools amortization................. 591 590 1,202 1,153 Selling and administrative expenses......................... 1,220 1,076 2,307 2,084 Employee retirement benefits................................ 306 293 617 604 Interest expense............................................ 262 270 534 515 ------- ------- ------- ------- TOTAL EXPENSES......................................... 14,119 12,278 27,405 24,921 ------- ------- ------- ------- EARNINGS BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE................................. 1,720 238 3,390 1,208 Provision for income taxes.................................. 683 103 1,348 481 ------- ------- ------- ------- EARNINGS BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE................................. 1,037 135 2,042 727 Cumulative effect of a change in accounting principle....... -- -- -- (96) ------- ------- ------- ------- NET EARNINGS........................................... $ 1,037 $ 135 $ 2,042 $ 631 Preferred stock dividends................................... 1 3 2 17 ------- ------- ------- ------- NET EARNINGS ON COMMON STOCK........................... $ 1,036 $ 132 $ 2,040 $ 614 ======= ======= ======= ======= (IN DOLLARS OR MILLIONS OF SHARES) PRIMARY EARNINGS PER COMMON SHARE (Note 4): Earnings before cumulative effect of a change in accounting principle................................... $ 1.39 $ 0.17 $ 2.70 $ 0.96 Cumulative effect of a change in accounting principle..... -- -- -- (0.13) ------- ------- ------- ------- Net earnings per common share............................. $ 1.39 $ 0.17 $ 2.70 $ 0.83 ======= ======= ======= ======= Average common and dilutive equivalent shares outstanding... 747.7 757.5 754.4 741.3 FULLY DILUTED EARNINGS PER COMMON SHARE (Note 4): Earnings before cumulative effect of a change in accounting principle................................... $ 1.38 $ 0.17 $ 2.68 $ 0.91 Cumulative effect of a change in accounting principle..... -- -- -- (0.12) ------- ------- ------- ------- Net earnings per common share............................. $ 1.38 $ 0.17 $ 2.68 $ 0.79 ======= ======= ======= ======= Average common and dilutive equivalent shares outstanding... 753.0 780.3 761.6 801.5 DIVIDENDS DECLARED PER COMMON SHARE......................... $ 0.35 $ 0.25 $ 0.65 $ 0.45 See notes to consolidated financial statements. 1 4 ITEM 1. FINANCIAL STATEMENTS -- CONTINUED CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED BALANCE SHEET 1996 1995 ----------- -------------------------- JUNE 30 DECEMBER 31 JUNE 30 ----------- ------------ ----------- (UNAUDITED) (UNAUDITED) (IN MILLIONS OF DOLLARS) ASSETS: Cash and cash equivalents.................................... $ 5,635 $ 5,543 $ 4,008 Marketable securities........................................ 3,127 2,582 3,828 ------- ------- ------- Total cash, cash equivalents and marketable securities............................................ 8,762 8,125 7,836 Accounts receivable -- trade and other....................... 2,610 2,003 2,189 Inventories.................................................. 5,535 4,448 4,338 Prepaid pension, taxes and other expenses.................... 707 985 950 Finance receivables and retained interests in sold receivables................................................ 12,914 13,623 12,496 Property and equipment....................................... 13,283 12,595 11,637 Special tools................................................ 3,492 3,566 3,449 Intangible assets............................................ 1,889 2,082 2,124 Deferred tax assets.......................................... 245 490 402 Other assets................................................. 6,357 5,839 5,343 ------- ------- ------- TOTAL ASSETS............................................ $55,794 $53,756 $50,764 ======= ======= ======= LIABILITIES: Accounts payable............................................. $ 9,155 $ 8,290 $ 7,739 Short-term debt.............................................. 1,667 2,674 3,689 Payments due within one year on long-term debt............... 2,388 1,661 1,472 Accrued liabilities and expenses............................. 8,567 7,032 6,538 Long-term debt............................................... 9,166 9,858 8,119 Accrued noncurrent employee benefits......................... 9,390 9,217 8,941 Other noncurrent liabilities................................. 4,039 4,065 3,852 ------- ------- ------- TOTAL LIABILITIES....................................... 44,372 42,797 40,350 ------- ------- ------- SHAREHOLDERS' EQUITY (Note 4): (shares in millions) Preferred stock -- $1 per share par value; authorized 20.0 shares; Series A Convertible Preferred Stock; issued and outstanding: 1996 -- 0.1; 1995 -- 0.1 and 0.3 shares, respectively (aggregate liquidation preference 1996 -- $32 million; 1995 -- $68 million and $128 million, respectively).............................................. * * * Common stock -- $1 per share par value; authorized 1,000.0 shares; issued: 1996 -- 820.4; 1995 -- 408.2 shares and 404.9 shares, respectively................................. 820 408 405 Additional paid-in capital................................... 5,117 5,506 5,503 Retained earnings............................................ 7,816 6,280 5,318 Treasury stock -- at cost: 1996 -- 91.8 shares; 1995 -- 29.9 and 22.5 shares, respectively......................... (2,331) (1,235) (812) ------- ------- ------- TOTAL SHAREHOLDERS' EQUITY.............................. 11,422 10,959 10,414 ------- ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.............. $55,794 $53,756 $50,764 ======= ======= ======= - ------------------------- * Less than $1 million See notes to consolidated financial statements. 2 5 ITEM 1. FINANCIAL STATEMENTS -- CONTINUED CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 1996 1995 -------- -------- (IN MILLIONS OF DOLLARS) NET CASH PROVIDED BY OPERATING ACTIVITIES............................ $ 4,083 $ 3,888 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of marketable securities................................. (1,946) (3,195) Sales and maturities of marketable securities...................... 2,101 2,640 Finance receivables acquired....................................... (12,879) (12,291) Finance receivables collected...................................... 4,268 320 Proceeds from sales of finance receivables......................... 8,691 9,988 Expenditures for property and equipment............................ (1,613) (1,413) Expenditures for special tools..................................... (473) (431) Proceeds from the sale of nonautomotive assets..................... 476 -- Other.............................................................. -- 108 -------- -------- NET CASH USED IN INVESTING ACTIVITIES......................... (1,375) (4,274) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Change in short-term debt (less than 90-day maturities)............ (1,137) (956) Proceeds from long-term borrowings................................. 1,122 1,833 Payments on long-term borrowings................................... (1,075) (714) Repurchases of common stock........................................ (1,110) (608) Dividends paid..................................................... (455) (322) Other.............................................................. 39 16 -------- -------- NET CASH USED IN FINANCING ACTIVITIES......................... (2,616) (751) -------- -------- Change in cash and cash equivalents.................................. 92 (1,137) Cash and cash equivalents at beginning of period..................... 5,543 5,145 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD........................... $ 5,635 $ 4,008 ======== ======== During the first six months of 1996, Chrysler Financial Corporation acquired $750 million of marketable securities in non-cash transactions related to the securitization of retail receivables. See notes to consolidated financial statements. 3 6 ITEM 1. FINANCIAL STATEMENTS -- CONTINUED CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. CONSOLIDATION AND FINANCIAL STATEMENT PRESENTATION The unaudited consolidated financial statements of Chrysler Corporation and its consolidated subsidiaries ("Chrysler") include the accounts of all significant majority-owned subsidiaries and entities. Intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements of Chrysler for the three and six months ended June 30, 1996 and 1995 reflect all adjustments, consisting of only normal and recurring items, which are, in the opinion of management, necessary to present a fair statement of the results for the interim periods. The operating results for the three and six months ended June 30, 1996 are not necessarily indicative of the results of operations for the entire year. Reference should be made to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 1995. Certain amounts for 1995 have been reclassified to conform with current period classifications. NOTE 2. INVENTORIES Inventories, summarized by major classification, were as follows: 1996 1995 ------- ---------------------- JUNE 30 DECEMBER 31 JUNE 30 ------- ----------- ------- (IN MILLIONS OF DOLLARS) Finished products, including service parts....................... $1,561 $1,232 $1,197 Raw materials, finished production parts and supplies............ 1,374 1,456 1,410 Vehicles held for short-term lease............................... 2,600 1,760 1,731 ------ ------ ------ TOTAL....................................................... $5,535 $4,448 $4,338 ====== ====== ====== NOTE 3. CHANGES IN ACCOUNTING PRINCIPLES Effective January 1, 1996, Chrysler adopted Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The adoption of this new accounting standard did not have a material impact on Chrysler's consolidated operating results or financial position. Also see Note 8. Effective January 1, 1995, Chrysler changed its accounting treatment for vehicle sales for which Chrysler conditionally guarantees the minimum resale value of the vehicles in accordance with the consensus reached on Emerging Issues Task Force Issue 95-1, "Revenue Recognition on Sales with a Guaranteed Minimum Resale Value." In accordance with the consensus, these vehicle sales are accounted for as operating leases with the related revenues and costs deferred at the time of shipment. A portion of the deferred revenues and costs is recognized over the corresponding guarantee period, with the remainder recognized at the end of the guarantee period. The average guarantee period for these vehicles is approximately nine months. Implementation of this accounting change resulted in the recognition of an after-tax charge of $96 million, or $0.13 per common share, for the cumulative effect of this change in accounting principle. Previously reported results for the six months ended June 30, 1995 have been restated to reflect the cumulative effect of this accounting change. NOTE 4. TWO-FOR-ONE STOCK SPLIT On May 16, 1996, Chrysler's Board of Directors declared a two-for-one stock split to be effected in the form of a 100 percent stock dividend to be distributed on July 15, 1996 to shareholders of record on June 15, 1996. All per share data and the average common and dilutive equivalent shares outstanding have been 4 7 ITEM 1. FINANCIAL STATEMENTS -- CONTINUED CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED adjusted to reflect this stock split for all periods presented. The number of common shares issued, outstanding and held in treasury as of June 30, 1996 have been adjusted to reflect this stock split. In addition, the par value of the new shares issued as a result of the two-for-one stock split has been transferred from additional paid-in capital to common stock. Additional paid-in capital, common stock balances, common shares issued, outstanding and held in treasury for prior periods have not been restated for the two-for-one stock split. NOTE 5. COMMON STOCK REPURCHASES During the first quarter of 1996, Chrysler's Board of Directors approved an increase in Chrysler's planned 1996 common stock repurchases from $1 billion to $2 billion and approved an additional $1 billion of common stock repurchases for 1997. These common stock repurchases are subject to market and general economic conditions. During the second quarter and first six months of 1996, Chrysler repurchased 24.4 million and 36.1 million shares, respectively, of its common stock at a cost of $786 million and $1,118 million, respectively (including $32 million in unsettled repurchases). Share amounts have been adjusted to reflect the two-for-one stock split. NOTE 6. SALE OF DEFENSE ELECTRONICS AND AIRBORNE SYSTEMS UNITS On June 14, 1996, Chrysler completed the sale of Electrospace Systems, Inc. ("ESI") and Chrysler Technologies Airborne Systems, Inc. ("CTAS"), for net proceeds of $476 million. ESI and CTAS are engaged principally in the manufacture of defense electronics and aircraft modification, respectively, and represent substantially all of the operations of Chrysler Technologies Corporation. The sale resulted in a pretax gain of $101 million ($87 million after taxes) and is included in Costs, other than items below in the consolidated statement of earnings. NOTE 7. PLANT PROVISION The results of operations for the second quarter and first six months of 1995 include a $232 million provision ($143 million after taxes) for costs associated with production changes at the Newark assembly plant. The provision reflects the recognition of supplemental unemployment benefits, job security benefits and other related employee costs, and the write-down of certain equipment and tooling. The provision is included in Costs, other than items below in the consolidated statement of earnings. NOTE 8. LOSS ON ASSETS TO BE SOLD Consistent with its strategy to focus on its core automotive business, Chrysler has committed to a plan of disposal for Thrifty Rent-A-Car System, Inc. ("Thrifty") and is currently reviewing preliminary non-binding bids. In accordance with SFAS No. 121, assets to be disposed of should be reported at the lower of carrying value or fair value less cost to sell. As a result, a pretax loss of $65 million ($100 million after taxes) was recognized in the second quarter of 1996. The pretax loss is included in Costs, other than items below in the consolidated statement of earnings. The after-tax loss includes the effect of not being able to claim a tax deduction for the capital loss on Chrysler's investment in Thrifty. Chrysler's assessment of the fair value of Thrifty was based principally on an analysis of the preliminary non-binding bids. Thrifty's assets and liabilities at June 30, 1996 were not material to Chrysler's consolidated assets and liabilities. Thrifty's results of operations for the three and six months ended June 30, 1996 were immaterial to Chrysler's consolidated results of operations. The sale of Thrifty is expected to be completed by the end of 1996. 5 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto. All per share data has been adjusted to reflect the two-for-one stock split. FINANCIAL REVIEW Chrysler reported earnings before income taxes and the cumulative effect of a change in accounting principle of $1,720 million for the second quarter of 1996, compared with $238 million for the second quarter of 1995. For the first six months of 1996, Chrysler reported earnings before income taxes and the cumulative effect of a change in accounting principle of $3,390 million, compared with $1,208 million for the first six months of 1995. Net earnings for the second quarter of 1996 were $1,037 million, or $1.39 per common share, compared with $135 million, or $0.17 per common share, for the second quarter of 1995. Net earnings for the first six months of 1996 were $2,042 million, or $2.70 per common share, compared with $631 million, or $0.83 per common share, for the first six months of 1995. Earnings for the second quarter and first six months of 1996 include a gain of $101 million ($87 million after taxes) from the sale of Electrospace Systems, Inc. ("ESI") and Chrysler Technologies Airborne Systems, Inc. ("CTAS"), and a charge of $65 million ($100 million after taxes) related to a write-down of Thrifty Rent-A-Car System, Inc. ("Thrifty"). Earnings for the second quarter and first six months of 1995 include a $232 million charge ($143 million after taxes) for costs associated with production changes at Chrysler's Newark assembly plant. Earnings for the first six months of 1995 include a charge of $115 million ($71 million after taxes) for a voluntary minivan owner service action. Net earnings for the first six months of 1995 include a charge of $96 million, or $0.13 per common share, for the cumulative effect of a change in accounting principle related to the consensus reached on Emerging Issues Task Force ("EITF") 95-1, "Revenue Recognition on Sales with a Guaranteed Minimum Resale Value." The following table summarizes this information: SECOND QUARTER SIX MONTHS -------------- ---------------- 1996 1995 1996 1995 ------ ---- ------ ------ (IN MILLIONS OF DOLLARS) Earnings before income taxes and cumulative effect of a change in accounting principle...................................... $1,720 $238 $3,390 $1,208 Gain on sale of ESI and CTAS................................... (101) -- (101) -- Thrifty write-down............................................. 65 -- 65 -- Newark charge.................................................. -- 232 -- 232 Voluntary minivan owner service action......................... -- -- -- 115 ------ ---- ------ ------ Pretax earnings excluding items above........................ $1,684 $470 $3,354 $1,555 ====== ==== ====== ====== Excluding the items listed above, the improvement in operating results in the second quarter and first six months of 1996 as compared with the second quarter and first six months of 1995 resulted primarily from an increase in shipments and a reduction in average sales incentives per vehicle. The increase in shipments was primarily due to increased shipments of minivans and Dodge Ram pickup trucks. Minivan shipments in the second quarter and first six months of 1995 were adversely affected by the changeover and launch of Chrysler's all-new minivans. The increase in shipments of Dodge Ram pickup trucks in the second quarter and first six months of 1996 primarily reflects production at two additional facilities. Chrysler's worldwide shipments in the second quarter and first six months of 1996 were 801,769 units and 1,554,945 units, respectively, compared with 635,151 units and 1,349,916 units, respectively, in the second quarter and first six months of 1995. Chrysler's revenues and results of operations are principally derived from the U.S. and Canada automotive marketplaces. In the second quarter of 1996, retail sales of new cars and trucks in the U.S. and 6 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- CONTINUED FINANCIAL REVIEW -- CONTINUED Canada, on a Seasonally Adjusted Annual Rate basis, were 16.7 million units, compared with 15.9 million units for the second quarter of 1995, an increase of 5 percent. Chrysler's U.S. and combined U.S. and Canada retail sales and market share data for the second quarter and first six months of 1996 and 1995 were as follows: SECOND QUARTER SIX MONTHS -------------------------------- ------------------------------------ INCREASE/ INCREASE/ 1996 1995 (DECREASE) 1996 1995 (DECREASE) ------- ------- ---------- --------- --------- ---------- U.S. Retail Market(1): Car sales....................... 256,119 228,183 27,936 471,266 442,219 29,047 Car market share................ 10.6% 9.7% 0.9% 10.5% 10.1% 0.4% Truck sales (including minivans).................... 448,467 384,104 64,363 824,626 694,648 129,978 Truck market share.............. 24.1% 21.9% 2.2% 23.5% 21.1% 2.4% Combined car and truck sales.... 704,586 612,287 92,299 1,295,892 1,136,867 159,025 Combined car and truck market share........................ 16.4% 14.9% 1.5% 16.2% 14.8% 1.4% U.S. and Canada Retail Market(1): Combined car and truck sales.... 773,017 680,505 92,512 1,417,695 1,253,637 164,058 Combined car and truck market share........................ 16.7% 15.2% 1.5% 16.5% 15.1% 1.4% - ------------------------- (1) All retail sale and market share data include fleet sales. Chrysler's U.S. car market share increased in the second quarter and first six months of 1996 primarily as a result of increased sales of its midsize sedans and coupes, including the new Plymouth Breeze and Chrysler Sebring convertible. The increase in Chrysler's U.S. truck market share for the second quarter and first six months of 1996 primarily reflects increased sales of its Dodge Ram pickup trucks and minivans. Chrysler Financial Corporation ("CFC") reported pretax earnings of $155 million for the second quarter of 1996 as compared with $127 million for the second quarter of 1995. For the first six months of 1996, CFC reported pretax earnings of $309 million as compared with $236 million for the first six months of 1995. CFC's net earnings for the second quarter and first six months of 1996 were $101 million and $199 million, respectively, as compared with $86 million and $155 million for the second quarter and first six months of 1995. The increase in net earnings in the second quarter and first six months of 1996 as compared with the corresponding 1995 periods primarily reflects higher average receivables outstanding, net margin improvements due to lower effective borrowing costs and higher gains from increased receivable sales. 7 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- CONTINUED COMPARISON OF SELECTED ELEMENTS OF REVENUES AND EXPENSES Chrysler's total revenues for the second quarter and first six months of 1996 and 1995 were as follows: SECOND QUARTER SIX MONTHS -------------------------------- -------------------------------- INCREASE/ INCREASE/ 1996 1995 (DECREASE) 1996 1995 (DECREASE) ------- ------- ---------- ------- ------- ---------- (IN MILLIONS OF DOLLARS) (IN MILLIONS OF DOLLARS) Sales of manufactured products..... $14,858 $11,653 28% $28,902 $24,482 18% Finance and insurance revenues..... 431 408 6% 880 788 12% Other revenues..................... 550 455 21% 1,013 859 18% ------- ------- ------- ------- Total revenues................ $15,839 $12,516 27% $30,795 $26,129 18% ======= ======= ======= ======= The increase in sales of manufactured products in the second quarter of 1996 as compared with the second quarter of 1995 primarily reflects a 26 percent increase in vehicle shipments and an increase in average revenue per unit, net of sales incentives, from $18,198 in the second quarter of 1995 to $18,649 in the second quarter of 1996. The increase in sales of manufactured products in the first six months of 1996 as compared with the first six months of 1995 primarily reflects a 15 percent increase in vehicle shipments and an increase in average revenue per unit, net of sales incentives, from $17,964 in the first six months of 1995 to $18,604 in the first six months of 1996. The increase in average revenue per unit in the second quarter and first six months of 1996 was principally due to pricing actions and a decrease in average sales incentives per unit. The increase in other revenues for the second quarter and first six months of 1996 as compared with the corresponding 1995 periods was primarily due to the recognition of lease revenue in accordance with EITF 95-1. Chrysler's total expenses for the second quarter and first six months of 1996 and 1995 were as follows: SECOND QUARTER SIX MONTHS ------------------------------------ ------------------------------------ INCREASE/ INCREASE/ 1996 1995 (DECREASE) 1996 1995 (DECREASE) ------- ------- ---------- ------- ------- ---------- (IN MILLIONS OF DOLLARS) (IN MILLIONS OF DOLLARS) Costs, other than items below................... $11,740 $10,049 17% $22,745 $20,565 11% Depreciation and special tools amortization...... 591 590 --% 1,202 1,153 4% Selling and administrative expenses................ 1,220 1,076 13% 2,307 2,084 11% Employee retirement benefits................ 306 293 4% 617 604 2% Interest expense.......... 262 270 (3)% 534 515 4% ------- ------- ------- ------- Total expenses....... $14,119 $12,278 15% $27,405 $24,921 10% ======= ======= ======= ======= Costs, other than items below increased in the second quarter and first six months of 1996, as compared with the second quarter and first six months of 1995, primarily as a result of a 26 percent and 15 percent increase in vehicle shipments, respectively. Costs, other than items below for the second quarter and first six months of 1995 include a charge of $232 million related to production changes at the Newark assembly plant. Costs, other than items below for the first six months of 1995 include a $115 million provision related to a voluntary minivan owner service action. Costs, other than items below were 79 percent of sales of manufactured products for both the second quarter and first six months of 1996, compared with 86 percent and 84 percent for the second quarter and first six months of 1995, respectively. 8 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- CONTINUED COMPARISON OF SELECTED ELEMENTS OF REVENUES AND EXPENSES -- CONTINUED Selling and administrative expenses for the second quarter and first six months of 1996 increased as compared with the corresponding 1995 periods primarily as a result of increased profit-based employee compensation costs and advertising expenses. Employee retirement benefits for the second quarter and first six months of 1996 were comparable to the corresponding 1995 periods. Employee retirement benefits in the third quarter of 1996 are expected to increase as compared with the third quarter of 1995 primarily as a result of costs associated with a voluntary early retirement program offered to certain salaried employees in the third quarter of 1996. The cost of this voluntary early retirement program is estimated to be $50 million to $100 million, depending primarily on the number of employees accepting the early retirement offer. During the second quarter of 1996, Chrysler completed the sale of ESI and CTAS for net proceeds of $476 million. ESI and CTAS are engaged principally in the manufacture of defense electronics and aircraft modification, respectively, and represent substantially all of the operations of Chrysler Technologies Corporation. The sale resulted in a pretax gain of $101 million ($87 million after taxes) and is included in Costs, other than items below in the consolidated statement of earnings. Consistent with its strategy to focus on its core automotive business, Chrysler has committed to a plan of disposal for Thrifty and is currently reviewing preliminary non-binding bids. In accordance with Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," assets to be disposed of should be reported at the lower of carrying value or fair value less cost to sell. As a result, a pretax loss of $65 million ($100 million after taxes) was recognized in the second quarter of 1996. The pretax loss is included in Costs, other than items below in the consolidated statement of earnings. The after-tax loss includes the effect of not being able to claim a tax deduction for the capital loss on Chrysler's investment in Thrifty. Chrysler's assessment of the fair value of Thrifty was based principally on an analysis of the preliminary non-binding bids. Thrifty's assets and liabilities at June 30, 1996 were not material to Chrysler's consolidated assets and liabilities. Thrifty's results of operations for the three and six months ended June 30, 1996 were immaterial to Chrysler's consolidated results of operations. The sale of Thrifty is expected to be completed by the end of 1996. LIQUIDITY AND CAPITAL RESOURCES Chrysler's combined cash, cash equivalents and marketable securities totaled $8.8 billion at June 30, 1996 (including $1.2 billion held by CFC and the Car Rental Operations), compared with $8.1 billion at December 31, 1995 (including $1.2 billion held by CFC and the Car Rental Operations). The increase in Chrysler's combined cash, cash equivalents and marketable securities in the first six months of 1996 was primarily the result of cash generated by operating activities, marketable securities acquired in a non-cash transaction related to the securitization of retail receivables, and net proceeds from the sale of ESI and CTAS, partially offset by capital expenditures, net debt repayments, common stock repurchases and dividend payments. During the first quarter of 1996, Chrysler's Board of Directors approved an increase in Chrysler's planned 1996 common stock repurchases from $1 billion to $2 billion and approved an additional $1 billion of common stock repurchases for 1997. These common stock repurchases are subject to market and general economic conditions. During the second quarter and the first six months of 1996, Chrysler repurchased 24.4 million and 36.1 million shares, respectively, of its common stock at a cost of $786 million and $1,118 million, respectively (including $32 million in unsettled repurchases). Share amounts have been adjusted to reflect the two-for-one stock split. During the second quarter of 1996, Chrysler increased its quarterly common dividend from $0.30 to $0.35 per common share. Dividends per common share amounts have been adjusted to reflect the two-for-one stock split. 9 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- CONTINUED LIQUIDITY AND CAPITAL RESOURCES -- CONTINUED At June 30, 1996, Chrysler (excluding CFC) had debt maturities totaling $318 million through 1998. During the second quarter of 1996, Chrysler replaced its existing $1.7 billion revolving credit agreement, which was to expire in July 1999, with a new $2.4 billion revolving credit agreement expiring in April 2001. No amounts were outstanding under either revolving credit agreement during the second quarter of 1996. Chrysler believes that cash from operations and its cash position will be sufficient to meet its capital expenditure, debt maturity, common stock repurchase and other funding requirements. Receivable sales continued to be a significant source of funding for CFC, which realized $4.7 billion of net proceeds from the sale of automotive retail receivables in the first six months of 1996 compared with $3.2 billion of net proceeds in the first six months of 1995. In addition, securitization of revolving wholesale account balances provided funding for CFC which aggregated $6.6 billion and $7.3 billion at June 30, 1996 and 1995, respectively. During the second quarter of 1996, CFC entered into new revolving credit facilities which replaced its existing U.S. and Canadian credit facilities. The new facilities, which total $8 billion, consist of a $2 billion facility expiring in April 1997 and a $6 billion facility expiring in April 2001. As of June 30, 1996, $10 million of this amount was utilized. At June 30, 1996, CFC had contractual debt maturities of $2.3 billion for the remainder of 1996, $2.9 billion in 1997 and $2.5 billion in 1998. CFC believes that cash provided by operations, receivable sales, access to term debt markets and the issuance of commercial paper will provide sufficient liquidity to meet its debt maturity and other funding requirements. During the second quarter of 1996, Chrysler completed the sale of ESI and CTAS for net proceeds of $476 million. Chrysler's strategy is to focus on its core automotive business. As part of this strategy, Chrysler has sold certain assets and businesses which are not related to its core automotive business, has committed to a plan of disposal for Thrifty, and is exploring the sale of other such assets and businesses in the near term. NEW ACCOUNTING STANDARD In June 1996, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." This Statement is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after December 31, 1996. Chrysler has not determined the impact that the adoption of this accounting standard will have on its consolidated operating results or financial position. Chrysler will adopt this accounting standard on January 1, 1997, as required. OUTLOOK The statements contained in this Outlook section are based on management's current expectations. With the exception of the historical information contained herein, the statements presented in this Outlook section are forward-looking statements that involve numerous risks and uncertainties. Actual results may differ materially. Chrysler's worldwide vehicle production in the second quarter of 1996 was 775,797 units, an increase of 181,371 units or 31 percent as compared with the second quarter of 1995. Worldwide vehicle production for the third quarter of 1996 is expected to be approximately 608,100 units, an increase of approximately 65,200 units or 12 percent as compared with the third quarter of 1995. This expected production level is heavily dependent on continued favorable economic conditions in the U.S. and Canada, where Chrysler's sales are 10 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- CONTINUED OUTLOOK -- CONTINUED concentrated. A significant weakening of economic conditions in the U.S. and Canada or an interruption in production as a result of labor disputes could result in the lowering of third-quarter 1996 planned production. Chrysler's projections for full-year 1996 retail (including fleet) industry sales for the U.S. and Canada are 15.5 million units and 1.2 million units, respectively. Full-year 1995 retail (including fleet) industry sales were 15.1 million units and 1.2 million units in the U.S. and Canada, respectively. Actual levels of industry retail (including fleet) sales will depend on, among other things, economic conditions in the U.S. and Canada as well as the outcome of the 1996 labor negotiations. Accordingly, there can be no assurance that Chrysler's estimates will be accurate. At June 30, 1996, Chrysler had a total of approximately 128,000 employees worldwide (117,000 in the U.S. and Canada). In the U.S. and Canada, approximately 95 percent of Chrysler's hourly employees and 23 percent of its salaried employees are represented by bargaining units. The existing national agreements with Chrysler's principal U.S. and Canadian bargaining units will expire in September 1996. While Chrysler negotiated its current labor agreements without an interruption in production in 1993, it cannot predict whether satisfactory agreements can be negotiated with its principal bargaining units in 1996 without an interruption in production. An interruption in production could have a material adverse effect on Chrysler's consolidated operating results. In addition, Chrysler wishes to caution readers that several factors, as well as those factors described elsewhere in this discussion, or in other Securities and Exchange Commission filings, in some cases have affected, and in the future could affect, Chrysler's actual results and could cause Chrysler's actual results for the remainder of 1996 and beyond to differ materially from those expressed in any forward-looking statement made by, or on behalf of, Chrysler. Those factors include: business conditions and growth in the automotive industry and general economy; changes in consumer debt levels and interest rates; changes in consumer preferences away from pickup trucks, sport utility vehicles and minivans; competitive factors, such as domestic and foreign rival car and truck offerings, sales incentives, acceptance of new products and price pressures; excess or shortage of manufacturing capacity; and changes in foreign exchange rates and the resulting impact on pricing strategies of major foreign competitors. Additionally, many of Chrysler's competitors have larger worldwide sales volumes and greater financial resources, which may, over time, place Chrysler at a competitive disadvantage in responding to substantial changes in consumer preferences, government regulations, or adverse economic conditions in the U.S. and Canada. Finally, the automotive industry is highly cyclical and the duration of cycles has historically been difficult to predict. REVIEW BY INDEPENDENT ACCOUNTANTS Deloitte & Touche LLP, Chrysler's independent public accountants, performed a review of the financial statements for the three and six months ended June 30, 1996 and 1995 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. Refer to the Independent Accountants' Report included at Exhibit 15A. 11 14 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Three of the four previously reported purported class action lawsuits that alleged defects in the antilock braking system used in certain model year vehicles (see page 16 of the 1995 Annual Report on Form 10-K) were voluntarily dismissed, and one additional purported class action containing similar allegations was filed. Chrysler has announced a recall involving the repair of the antilock braking system on those vehicles. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Annual Meeting of Stockholders of Chrysler Corporation was held on May 16, 1996. (c) At the meeting, the following matters were submitted to a vote of the stockholders of Chrysler Corporation(1): (1) the election of the following nominees as directors of Chrysler Corporation. The vote with respect to each nominee was as follows: NOMINEE FOR WITHHELD ------------------------------------------------------------- ------------ ---------- Lilyan H. Affinito........................................... 337,187,726 2,096,370 James D. Aljian.............................................. 336,366,878 2,917,218 Robert E. Allen.............................................. 337,163,653 2,120,443 Joseph A. Califano, Jr....................................... 336,599,841 2,684,255 Thomas G. Denomme............................................ 336,816,768 2,467,328 Robert J. Eaton.............................................. 336,762,377 2,521,719 Earl G. Graves............................................... 336,672,314 2,611,782 Kent Kresa................................................... 337,162,530 2,121,566 Robert J. Lanigan............................................ 337,316,372 1,967,724 Robert A. Lutz............................................... 336,815,464 2,468,632 Peter A. Magowan............................................. 337,386,851 1,897,245 John B. Neff................................................. 337,362,376 1,921,720 Malcolm T. Stamper........................................... 336,744,008 2,540,088 Lynton R. Wilson............................................. 337,318,786 1,965,310 (2) a recommendation of the Board of Directors that the stockholders appoint the firm of Deloitte and Touche LLP as independent accountants to audit the books, records and accounts of Chrysler Corporation for the year 1996. The vote on this matter was as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES ------------ ------- ------- ---------------- 337,957,237 536,393 790,466 -0- (3) a recommendation of the Board of Directors that the stockholders approve an amendment to the Chrysler Corporation 1991 Stock Compensation Plan to authorize the payment of Board of Directors' compensation in shares of Chrysler Common Stock and restricted stock units. The vote on this matter was as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES ------------ --------- --------- ---------------- 327,410,413 9,418,422 2,455,261 -0- - ------------------------- (1) Voting results have not been restated to reflect the two-for-one stock split. 12 15 ITEM 5. OTHER INFORMATION SUPPLEMENTAL INFORMATION CHRYSLER (WITH CFC AND CAR RENTAL OPERATIONS ON AN EQUITY BASIS) STATEMENT OF EARNINGS (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995 THREE MONTHS ENDED SIX MONTHS ENDED ------------------- ------------------- 1996 1995 1996 1995 ------- ------- ------- ------- (IN MILLIONS OF DOLLARS) Sales of manufactured products...................... $15,103 $11,776 $29,277 $24,721 Equity in earnings of unconsolidated subsidiaries and affiliates.................................... 97 132 257 229 Interest income and other revenues.................. 202 125 374 246 ------- ------- ------- ------- TOTAL REVENUES................................. 15,402 12,033 29,908 25,196 ------- ------- ------- ------- Costs, other than items below....................... 11,737 9,968 22,708 20,397 Depreciation and special tools amortization......... 558 574 1,141 1,120 Selling and administrative expenses................. 1,033 912 1,945 1,764 Employee retirement benefits........................ 299 289 605 596 Interest expense.................................... 55 52 119 111 ------- ------- ------- ------- TOTAL EXPENSES................................. 13,682 11,795 26,518 23,988 ------- ------- ------- ------- EARNINGS BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE... 1,720 238 3,390 1,208 Provision for income taxes.......................... 683 103 1,348 481 ------- ------- ------- ------- EARNINGS BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE...................... 1,037 135 2,042 727 Cumulative effect of a change in accounting principle......................................... -- -- -- (96) ------- ------- ------- ------- NET EARNINGS................................... $ 1,037 $ 135 $ 2,042 $ 631 ======= ======= ======= ======= This Supplemental Information, "Chrysler (with CFC and Car Rental Operations on an Equity Basis)," reflects the results of operations of Chrysler with its investments in Chrysler Financial Corporation ("CFC") and its investments in short-term vehicle rental subsidiaries (the "Car Rental Operations") accounted for on an equity basis rather than as consolidated subsidiaries. This Supplemental Information does not purport to present results of operations in accordance with generally accepted accounting principles because it does not comply with Statement of Financial Accounting Standards ("SFAS") No. 94, "Consolidation of All Majority-Owned Subsidiaries." Because the operations of CFC and the Car Rental Operations are different in nature than Chrysler's manufacturing operations, management believes that this disaggregated financial data enhances an understanding of the consolidated financial statements. 13 16 ITEM 5. OTHER INFORMATION -- CONTINUED SUPPLEMENTAL INFORMATION CHRYSLER (WITH CFC AND CAR RENTAL OPERATIONS ON AN EQUITY BASIS) BALANCE SHEET (UNAUDITED) 1996 1995 -------- ------------------------ JUNE 30 DECEMBER 31 JUNE 30 -------- ------------ -------- (IN MILLIONS OF DOLLARS) ASSETS: Cash and cash equivalents......................................... $ 5,327 $ 4,980 $ 3,781 Marketable securities............................................. 2,216 1,908 3,071 ------- ------- ------- Total cash, cash equivalents and marketable securities............ 7,543 6,888 6,852 Accounts receivable -- trade and other............................ 2,156 816 680 Inventories....................................................... 4,640 3,762 3,540 Prepaid pension, taxes and other expenses......................... 670 948 885 Property and equipment............................................ 12,178 11,717 10,845 Special tools..................................................... 3,492 3,566 3,449 Investments in and advances to unconsolidated subsidiaries and affiliated companies............................................ 3,699 3,755 3,692 Intangible assets................................................. 1,518 1,718 1,754 Deferred tax assets............................................... 1,749 1,978 1,881 Other assets...................................................... 5,658 5,327 5,019 ------- ------- ------- TOTAL ASSETS............................................... $ 43,303 $ 40,475 $ 38,597 ======= ======= ======= LIABILITIES: Accounts payable.................................................. $ 8,133 $ 7,654 $ 7,234 Short-term debt................................................... 344 140 140 Payments due within one year on long-term debt.................... 47 48 27 Accrued liabilities and expenses.................................. 8,203 6,741 6,271 Long-term debt.................................................... 1,747 1,763 1,797 Accrued noncurrent employee benefits.............................. 9,327 9,156 8,882 Other noncurrent liabilities...................................... 4,080 4,014 3,832 ------- ------- ------- TOTAL LIABILITIES.......................................... 31,881 29,516 28,183 ------- ------- ------- SHAREHOLDERS' EQUITY: (shares in millions) Preferred stock -- $1 per share par value; authorized 20.0 shares; Series A Convertible Preferred Stock; issued and outstanding: 1996 -- 0.1; 1995 -- 0.1 and 0.3 shares, respectively (aggregate liquidation preference 1996 -- $32 million; 1995 -- $68 million and $128 million, respectively)................................. * * * Common stock -- $1 per share par value; authorized 1,000.0 shares; issued: 1996 -- 820.4; 1995 -- 408.2 shares and 404.9 shares, respectively.................................................... 820 408 405 Additional paid-in capital........................................ 5,117 5,506 5,503 Retained earnings................................................. 7,816 6,280 5,318 Treasury stock -- at cost: 1996 -- 91.8 shares; 1995 -- 29.9 and 22.5 shares, respectively....................................... (2,331) (1,235) (812) ------- ------- ------- TOTAL SHAREHOLDERS' EQUITY................................. 11,422 10,959 10,414 ------- ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................. $ 43,303 $ 40,475 $ 38,597 ======= ======= ======= - ------------------------- * Less than $1 million This Supplemental Information, "Chrysler (with CFC and Car Rental Operations on an Equity Basis)," reflects the financial position of Chrysler with its investments in CFC and the Car Rental Operations accounted for on an equity basis rather than as consolidated subsidiaries. This Supplemental Information does not purport to present financial position in accordance with generally accepted accounting principles because it does not comply with SFAS No. 94, "Consolidation of All Majority-Owned Subsidiaries." The financial covenant contained in Chrysler's revolving credit facility is based on this Supplemental Information. In addition, because the operations of CFC and the Car Rental Operations are different in nature than Chrysler's manufacturing operations, management believes that this disaggregated financial data enhances an understanding of the consolidated financial statements. 14 17 ITEM 5. OTHER INFORMATION -- CONTINUED SUPPLEMENTAL INFORMATION CHRYSLER (WITH CFC AND CAR RENTAL OPERATIONS ON AN EQUITY BASIS) CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 1996 1995 ------- ------- (IN MILLIONS OF DOLLARS) NET CASH PROVIDED BY OPERATING ACTIVITIES................................ $ 3,340 $ 2,283 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of marketable securities..................................... (1,451) (2,111) Sales and maturities of marketable securities.......................... 1,112 1,708 Expenditures for property and equipment................................ (1,263) (1,251) Expenditures for special tools......................................... (473) (431) Proceeds from sale of nonautomotive assets............................. 476 -- Other.................................................................. 63 (4) ------- ------- NET CASH USED IN INVESTING ACTIVITIES............................. (1,536) (2,089) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Change in short-term debt (less than 90-day maturities)................ 74 -- Proceeds from long-term borrowings..................................... 14 -- Payments on long-term borrowings....................................... (18) (470) Repurchases of common stock............................................ (1,110) (608) Dividends paid......................................................... (455) (322) Other.................................................................. 38 15 ------- ------- NET CASH USED IN FINANCING ACTIVITIES............................. (1,457) (1,385) ------- ------- Change in cash and cash equivalents...................................... 347 (1,191) Cash and cash equivalents at beginning of period......................... 4,980 4,972 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD............................... $ 5,327 $ 3,781 ======= ======= This Supplemental Information, "Chrysler (with CFC and Car Rental Operations on an Equity Basis)," reflects the cash flows of Chrysler with its investments in CFC and the Car Rental Operations accounted for on an equity basis rather than as consolidated subsidiaries. This Supplemental Information does not purport to present cash flows in accordance with generally accepted accounting principles because it does not comply with SFAS No. 94, "Consolidation of All Majority-Owned Subsidiaries." Because the operations of CFC and the Car Rental Operations are different in nature than Chrysler's manufacturing operations, management believes that this disaggregated financial data enhances an understanding of the consolidated financial statements. 15 18 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) EXHIBITS The exhibits filed with this Report are listed in the Exhibit Index which immediately precedes such exhibits. (B) REPORTS ON FORM 8-K There were no reports on Form 8-K filed during the three months ended June 30, 1996. 16 19 CONFORMED SIGNATURE 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 CORPORATION -------------------------------------- (Registrant) Date: July 12, 1996 By J. D. Donlon, III -------------------------------------- J. D. Donlon, III Vice President and Controller (Principal Accounting Officer) 17 20 EXHIBIT INDEX FOR QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 EXHIBIT - ------- 4-E Copy of $2,400,000,000 Revolving Credit Agreement, dated as of April 26, 1996, among Chrysler Corporation, Chrysler Canada Ltd., the several Banks party to the Agreement, Royal Bank of Canada, as Canadian Administrative Agent, and Chemical Bank, as Administrative Agent for the Banks (Filed with this report). 11 Statement regarding computation of earnings per common share (Filed with this report). 15A Letter, dated July 11, 1996, re unaudited interim information (Filed with this report). 15B Letter, dated July 11, 1996, re unaudited interim information (Filed with this report). 27 Financial Data Schedule for the six months ended June 30, 1996 (Filed with this report). 18