CHRYSLER FINANCIAL CORP
8-K, 1996-06-11
PERSONAL CREDIT INSTITUTIONS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                   FORM 8-K



                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934



                                  June 10, 1996
Date of Report ..............................................................
                          (Date of earliest event reported)


                        CHRYSLER FINANCIAL CORPORATION
 .............................................................................
            (Exact name of registrant as specified in its charter)


State of Michigan                1-5966 and 33-55789         38-0961430
 .............................................................................
(State or other jurisdiction        (Commission)            (IRS Employer
  of incorporation)                   File No.)          Identification No.)


                27777 Franklin Rd., Southfield, Michigan 48034
                ..............................................
                   (Address of principal executive offices)


                                                         (810) 948-3058
Registrant's telephone number, including area code...........................


This filing relates to Registration Statement No. 33-55789.




                                     - 1 -


<PAGE>


Item 5.  Other Events.

        In connection with the proposed offering of Premier Auto Trust 1996-3,
Asset Backed Notes and Asset Backed Certificates, attached as Exhibit 99 are
certain materials prepared by Chrysler Financial Corporation that are required
to be filed pursuant to the no-action letter dated May 20, 1994 issued by the
staff of the Securities and Exchange Commission (the "Commission") to Kidder,
Peabody Acceptance Corporation-1, Kidder, Peabody & Co. Incorporated and
Kidder Structured Asset Corporation and the no-action letter dated February
15, 1995 issued by the staff of the Commission to the Public Securities
Association.



Item 7. Financial Statements, Pro Forma Financial Information and
        Exhibits.

        Listed below are the financial statements, pro forma financial
information and exhibits, if any, filed as a part of this Report:


        (a)    Financial statements of businesses acquired;

               None

        (b)    Pro forma financial information:

               None

        (c)    Exhibits:

               Exhibit 99



                                     - 2 -


<PAGE>



                                  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 hereunto duly authorized.

                                          CHRYSLER FINANCIAL CORPORATION



Date: June 10, 1996                       By: /s/  B.C. Babbish
                                              -----------------
                                              Assistant Secretary


                                     - 3 -


<PAGE>




                                 EXHIBIT INDEX
                                 -------------


Exhibit
  No.          Description of Exhibit
- -------        ----------------------

  99           Material prepared by ChryslerFinancial Corporation in
               connection with Premier Auto Trust 1996-3 pursuant to the no-
               action letter dated May 20, 1994 issued by the staff of the
               Securities and Exchange Commission (the "Commission") to
               Kidder, Peabody Acceptance Corporation-1, Kidder, Peabody & Co.
               Incorporated and Kidder Structured Asset Corporation and the
               no-action letter dated February 15, 1995 issued by the staff of
               the Commission to the Public Securities Association.



                                     - 4 -






                                  EXHIBIT 99

               Premier 1996-3 Structural and Collateral Materials


     The Information contained in the attached materials is referred to as
the "Information".

     The attached Term Sheet has been prepared by Chrysler Financial
Corporation ("CFC").  Neither _____________________ ("______") nor any of
its affiliates makes any representation as to the accuracy or completeness
of the Information herein.  The Information contained herein is preliminary
and will be superseded by the applicable prospectus supplement and by other
information subsequently filed with the Securities and Exchange Commission.

     The Information contained herein will be superseded by the description
of the collateral pool contained in the prospectus supplement relating to
the securities.

     The Information addresses only certain aspects of the applicable
security's characteristics and thus does not provide a complete assessment. 
As such, the Information my not reflect the impact of all structural
characteristics of the security.  The assumptions underlying the
Information, including structure and collateral, may be modified from time
to time to reflect changed circumstances.

     Although a registration statement (including the prospectus) relating
to the securities discussed in this communication has been filed with the
Securities and Exchange Commission and is effective, the final prospectus
supplement relating to the securities discussed in this communication has
not been filed with the Securities and Exchange Commission. This 
communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the securities discussed in 
this communication in any state in which such offer, solicitation or sale 
would be unlawful prior to registration or qualification under the securities 
laws of any such state.  Prospective purchasers are referred to the final 
prospectus and prospectus supplement relating to the securities discussed in
this communication for definitive Information on any matter discussed in this
communication.  Any investment decision should be based only on the data in
the prospectus and the prospectus supplement ("Offering Documents") and the
then current version of the Information.  Offering Documents contain data
this is current as of their publication dates and after publication may no
longer be complete or current.  A final prospectus and prospectus
supplement may be obtained by contacting the _______________ Trading Desk
at ______________. 

     [General Information:  The data underlying the Information has been
obtained from sources that we believe are reliable, but we do not guarantee
the accuracy of the underlying data or computations based thereon.  Bear
Stearns and/or individuals thereof may have positions in these securities
while the Information is circulating or during such period may engage in
transactions with the issuer or it affiliates.  We act as principal in
transactions with you, and accordingly, you must determine the
appropriateness for you of such transactions and address any legal, tax or
accounting considerations applicable to you. Bear Stearns shall not be a
fiduciary or advisor unless we have agreed in writing to receive
compensation specifically to act in such capacities. If you are subject to
ERISA, the Information is being furnished on the condition that will not form
a primary basis for any investment decision. The Information is not a
solicitation of any transaction in securities which may be made only by
prospectus when required by law, in which event you may obtain such
prospectus from Bear Stearns by calling the telephone number listed above.]

<PAGE>
                           Premier Auto Trust 1996-3
              Chrysler Financial Corporation, Seller and Servicer

                              Subject to Revision

                        Term Sheet dated June 10, 1996

Issuer.......................... Premier Auto Trust 1996-3 (the "Trust" or
                                 the "Issuer").

The Notes....................... (i) Class A-1 _____% Asset Backed Notes
                                 (the "Class A-1 Notes") in the aggregate
                                 initial principal amount of
                                 $250,000,000.00. The Class A-1 Notes are
                                 not being offered;

                                 (ii) Class A-2 Floating Rate Asset Backed
                                 Notes (the "Class A-2 Notes") in the
                                 aggregate initial principal amount of
                                 $600,000,000.00;

                                 (iii) Class A-3 _____% Asset Backed Notes
                                 (the "Class A-3 Notes") in the aggregate
                                 initial principal amount of $370,000,000.00;
                                 and

                                 (iv) Class A-4 _____% Asset Backed Notes (the
                                 "Class A-4 Notes") in the aggregate initial
                                 principal amount of $223,736,000.00;

The Certificates................ ____% Asset Backed Certificates (the
                                 "Certificates" and, together with the Notes,
                                 the "Securities") with an aggregate initial
                                 Certificate Balance of $56,249,563.80.

Terms of the Notes:

  A.  Distribution Dates........ Payments of interest and principal on the
                                 Notes will be made on the sixth day of each
                                 month or, if any such day is not a Business
                                 Day, on the next succeeding Business Day
                                 (each, a Distribution Date"), commencing
                                 July 8, 1996.

  B.  Interest Rates............ The Class A-1, Class A-3 and Class A-4 Notes
                                 will have fixed interest rates. The Class A-2
                                 Rate will be LIBOR (as defined in the
                                 Prospectus Supplement) plus ___%, subject to
                                 a maximum rate of 12%.

  C.  Interest.................. Interest on the Notes other than the Class
                                 A-2 Notes will accrue at the applicable
                                 Interest Rate from the Closing Date (in the
                                 case of the first Distribution Date) or from
                                 the sixth day of the month preceding the
                                 month of a Distribution Date to and including
                                 the fifth day of the month of such
                                 Distribution Date. Interest on the
                                 outstanding principal amount of the Class A-2
                                 Notes will accrue at the Class A-2 Rate from
                                 the Closing Date (in the case of the first
                                 Distribution Date) or from the most recent
                                 Distribution Date on which interest has been
                                 paid to but excluding the following
                                 Distribution Date (each, a "Floating Rate
                                 Interest Accrual Period"). Interest on each
                                 class of Notes other than the Class A-2 Notes
                                 will be calculated on the basis of a 360-day
                                 year


<PAGE>

                                 consisting of twelve 30-day months. Interest
                                 on the Class A-2 Notes will be calculated on
                                 the basis of the actual number of days in
                                 each Floating Rate Interest Accrual Period
                                 divided by 360.

  D.  Principal................. Principal of the Notes will be payable on
                                 each Distribution Date in an amount equal to
                                 the Noteholders' Principal Distributable
                                 Amount for the calendar month (the
                                 "Collection Period") preceding such
                                 Distribution Date to the extent of funds
                                 available therefor. The "Noteholders'
                                 Principal Distributable Amount" will equal
                                 (i) the Regular Principal Distribution Amount
                                 plus (ii) the Accelerated Principal
                                 Distribution Amount. The "Regular Principal
                                 Distribution Amount" with respect to any
                                 Distribution Date will generally equal the
                                 amount of principal paid or, in certain
                                 circumstances, scheduled to be paid with
                                 respect to the Receivables plus, in certain
                                 circumstances, the principal balance of
                                 defaulted Receivables. The "Accelerated
                                 Principal Distribution Amount" with respect
                                 to a Distribution Date will equal the
                                 portion, if any, of the Total Distribution
                                 Amount for the related Collection Period that
                                 remains after payment of (a) the Servicing
                                 Fee (together with any portion of the
                                 Servicing Fee that remains unpaid from prior
                                 Distribution Dates), (b) the interest due on
                                 the Notes, (c) the Regular Principal
                                 Distribution Amount, (d) the interest due on
                                 the Certificates, and (e) the amount, if any,
                                 required to be deposited in the Reserve
                                 Account on such Distribution Date.

                                 No principal payments will be made (i) on the
                                 Class A-2 Notes until the Class A-1 Notes
                                 have been paid in full; (ii) on the Class A-3
                                 Notes until the Class A-2 Notes have been
                                 paid in full; or (iii) on the Class A-4 Notes
                                 until the Class A-3 Notes have been paid in
                                 full.

                                 The outstanding principal amount of the Class
                                 A-1 Notes, to the extent not previously paid,
                                 will be payable on the April 1997
                                 Distribution Date (the "Class A-1 Final
                                 Scheduled Distribution Date"); the
                                 outstanding principal amount of the Class A-2
                                 Notes, to the extent not previously paid,
                                 will be payable on the February 1999
                                 Distribution Date (the "Class A-2 Final
                                 Scheduled Distribution Date"); the
                                 outstanding principal amount of the Class A-3
                                 Notes, to the extent not previously paid,
                                 will be payable on the March 2000
                                 Distribution Date (the "Class A-3 Final
                                 Scheduled Distribution Date"); and the
                                 outstanding principal amount of the Class A-4
                                 Notes, to the extent not previously paid,
                                 will be payable on the November 2000
                                 Distribution Date (the "Class A-4 Final
                                 Scheduled Distribution Date").

  E.  Optional Redemption....... The Class A-4 Notes will be redeemable in
                                 whole, but not in part, after the Pool
                                 Balance declines to 10% or less of the
                                 Initial Pool Balance.

Terms of the Certificates:

  A.  Distribution Dates........ Distributions with respect to the
                                 Certificates will be made on each
                                 Distribution Date, commencing July 8, 1996.

  B.  Pass Through Rate......... _____% per annum (the "Pass Through Rate").

  C.  Interest.................. On each Distribution Date, accrued interest
                                 at the Pass Through Rate on the outstanding
                                 Certificate Balance will be paid generally to
                                 the extent of funds available following
                                 payment of the Servicing Fee and
                                 distributions in respect of the Notes from
                                 the Total Distribution Amount and the Reserve
                                 Account. Interest will be calculated on the
                                 basis of a 


<PAGE>
                                 360-day year consisting of twelve 30-day
                                 months. Interest in respect of a Distribution
                                 Date will accrue from the Closing Date (in
                                 the case of the first Distribution Date) or
                                 from the sixth day of the month preceding the
                                 month of the Distribution Date to and
                                 including the fifth day of the month of such
                                 Distribution Date.

  D.  Principal................. No distributions of principal on the
                                 Certificates will be made until all of the
                                 Notes have been paid in full. On each
                                 Distribution Date commencing on the
                                 Distribution Date on which the Notes are paid
                                 in full, principal of the Certificates will
                                 be payable in an amount generally equal to
                                 the Certificateholders' Principal
                                 Distributable Amount for the Collection
                                 Period preceding such Distribution Date, to
                                 the extent of funds available therefor
                                 following payment of the Servicing Fee,
                                 payments of interest and principal, if any,
                                 due in respect of the Notes and the
                                 distribution of interest in respect of the
                                 Certificates. The Certificateholders'
                                 Principal Distributable Amount will be the
                                 Regular Principal Distribution Amount (less,
                                 on the Distribution Date on which the Notes
                                 are paid in full, the portion thereof payable
                                 on the Notes). No Receivable has a scheduled
                                 maturity date later than October 31, 2001.

  E.  Optional Prepayment....... The Certificates may be prepaid after the
                                 Pool Balance declines to 10% or less of the
                                 Initial Pool Balance.

Reserve Account................. The "Reserve Account" will be created with an
                                 initial deposit by CFC on the Closing Date of
                                 cash or Eligible Investments having a value
                                 at least equal to $89,999,133.84.

                                 Certain amounts in the Reserve Account on any
                                 Distribution Date (after giving effect to all
                                 distributions made on such Distribution Date)
                                 in excess of the Specified Reserve Account
                                 Balance for such Distribution Date will
                                 generally be released to any affiliate of
                                 CFC. Subject to reduction as described below,
                                 the "Specified Reserve Account Balance" with
                                 respect to any Distribution Date generally
                                 will be equal to the sum of (i) 2.00% of the
                                 Initial Pool Balance and (ii) 4.00% of the
                                 Initial Pool Balance. However, with respect
                                 to the portion of the Specified Reserve
                                 Account Balance set forth in clause (i)
                                 above, so long as on any Distribution Date
                                 (except the first Distribution Date) the sum
                                 of (x) the outstanding principal balance of
                                 the Securities (after giving effect to
                                 payments made on the prior Distribution Date)
                                 and (y) the aggregate amount of Payaheads
                                 that have been collected but not yet applied
                                 as payments under the related Receivables as
                                 of the first day of the related Collection
                                 Period is less than or equal to 96.2% of the
                                 Pool Balance on the first day of the related
                                 Collection Period, then such portion of the
                                 Specified Reserve Account Balance set forth
                                 in clause (i) above will be reduced to 1.45%
                                 of the Initial Pool Balance. In addition, so
                                 long as on any Distribution Date (except the
                                 first Distribution Date) the sum of (x) the
                                 outstanding principal balance of the
                                 Securities (after giving effect to payments
                                 made on the prior Distribution Date) and (y)
                                 the aggregate amount of Payaheads that have
                                 been collected but not yet applied as
                                 payments under the related Receivables as of
                                 the first day of the related Collection
                                 Period is less than or equal to 94.5% of the
                                 Pool Balance on the first day of the related
                                 Collection Period, then such portion of the
                                 Specified Reserve Account Balance set forth
                                 in clause (i) above will be reduced to 1.00%
                                 of the Initial Pool Balance.



                                 With respect to the portion of the Specified
                                 Reserve Account Balance set forth in clause
                                 (ii) above, so long as on any Distribution
                                 Date (except the first Distribution Date) the
                                 sum of (x) the outstanding principal balance
                                 of the Securities (after giving effect to
                                 payments made on the prior Distribution Date)
                                 and (y) the aggregate amount of Payaheads
                                 that have been collected but not yet applied
                                 as payments under the related Receivables as
                                 of the first day of the related Collection
                                 Period is less than or equal to 98.5% of the
                                 Pool Balance on the first day of the related
                                 Collection Period, then the portion of the
                                 Specified Reserve Account Balance set forth
                                 in clause (ii) above will be reduced to an
                                 amount equal to the product of (I) the Pool
                                 Balance on the first day of the related
                                 Collection Period and (II) the percentage
                                 (which shall not be greater than 4.00% or
                                 less than zero) equal to (X) the percentage
                                 derived from the fraction, the numerator of
                                 which is the sum of (x) the outstanding
                                 principal balance of the Securities (after
                                 giving effect to payments made on the prior
                                 Distribution Date) and (y) the aggregate
                                 amount of Payaheads that have been collected
                                 but not yet applied as payments under the
                                 related Receivables as of the first day of
                                 the related Collection Period, and the
                                 denominator of which is such Pool Balance
                                 less (Y) 94.5%. The Specified Reserve Account
                                 Balance is further subject to adjustment in
                                 certain circumstances described in the
                                 Prospectus Supplement. Funds will be
                                 withdrawn from the Reserve Account up to the
                                 Available Amount, first, to cover any
                                 shortfalls in the amounts due to the
                                 Noteholders and, second, to cover shortfalls
                                 in the amounts due to the Certificateholders.
                                 On each Distribution Date, the Reserve
                                 Account will be reinstated up to the
                                 Specified Reserve Account Balance to the
                                 extent of the portion, if any, of the Total
                                 Distribution Amount remaining after payment
                                 of the Servicing Fee and the amounts due to
                                 the Noteholders and Certificateholders.

                                 The "Pool Balance" at any time will represent
                                 the aggregate principal balance of the
                                 Receivables at the end of the preceding
                                 Collection Period, after giving effect to all
                                 payments (other than Payaheads) received from
                                 Obligors, Advances and Purchase Amounts to be
                                 remitted by the Servicer or the Seller, as
                                 the case may be, all for such Collection
                                 Period, and all losses realized on
                                 Receivables liquidated during such Collection
                                 Period.

Priority of Payments............ Collections in respect of the Receivables for
                                 each Collection Period will be applied in the
                                 following order of priority: (i) the
                                 Servicing Fee, together with any previously
                                 unpaid Servicing Fees, (ii) amounts payable
                                 to the Noteholders; (iii) amounts
                                 distributable to the Certificateholders and
                                 (iv) the remaining balance, if any, to the
                                 Reserve Account.

Rating of the Notes............. In the highest investment rating category by
                                 at least two nationally recognized rating
                                 agencies.

Rating of the Certificates...... At least in the "A" category or its
                                 equivalent by a least two nationally
                                 recognized rating agencies.


<PAGE>

The Receivables Pool

           As of the Cutoff Date, each Receivable (i) had an outstanding gross
balance of at least $1,000 and (ii) was not more than 30 days past due (an
account is not considered past due if the amount past due is less than 10% of
the scheduled monthly payment). As of the Cutoff Date, no Obligor on any
Receivable was noted in the related records of the Seller as being the subject
of a bankruptcy proceeding, and no Obligor on any Receivable financed a
Financed Vehicle under the Seller's "New-Finance Buyer Plan" program. No
selection procedures believed by the Seller to be adverse to Securityholders
were used in selecting the Receivables.

           Set forth in the following tables is information concerning the
composition, distribution by annual percentage rate ("APR") and the geographic
distribution of the Receivables Pool as of the Cutoff Date.


<TABLE>
<CAPTION>
                           Premier Auto Trust 1996-3
                      Composition of the Receivables Pool


                                                                 Weighted
                                                                  Average          Weighted           Average
 Weighted Average       Aggregate Principal      Number of       Remaining          Average          Principal
APR of Receivables            Balance           Receivables        Term          Original Term        Balance
- -------------------    --------------------     -----------     ----------       -------------       ----------

      <S>                <C>                       <C>         <C>               <C>                 <C>       
      10.79%             $1,499,985,563.80         109,453     53.93 months      57.69 months        $13,704.38



<CAPTION>
                           Premier Auto Trust 1996-3
                  Distribution by APR of the Receivables Pool

                                          Number of                Aggregate           Percent of Aggregate
                APR Range                Receivables           Principal Balance       Principal Balance(1)
- ------------------------------------     -----------         -------------------       --------------------

<S>                                      <C>                <C>                             <C> 
0.00% - 5.00%.......................         675            $    9,125,645.60                 0.6%

5.01% - 6.00%.......................         196                 2,785,811.40                 0.2

6.01% - 7.00%.......................       2,386                36,503,541.76                 2.4

7.01% - 8.00%.......................       8,661               133,851,935.05                 8.9

8.01% - 9.00%.......................      17,443               263,195,358.86                17.5

9.01% - 10.00%......................      20,597               285,825,267.58                19.1

10.01% - 11.00%.....................      15,709               212,683,789.26                14.2

11.01% - 12.00%.....................      14,250               196,050,335.76                13.1

12.01% - 13.00%.....................       9,221               117,257,479.80                 7.8

13.01% - 14.00%.....................       5,352                62,694,649.46                 4.2

14.01% - 15.00%.....................       4,207                50,011,221.92                 3.3

15.01% - 16.00%.....................       2,466                29,987,658.25                 2.0

16.01% - 17.00%.....................       2,848                36,462,939.58                 2.4

17.01% - 18.00%.....................       3,223                42,142,996.56                 2.8

Greater than 18.00%.................       2,219                21,406,932.96                 1.4
                                         -------            -----------------               ------
                                         109,453            $1,499,985,563.80               100.0%
                                         =======            =================               ======
<FN>
- ------------------
(1)  Percentages may not add to 100.0% because of rounding.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                           Premier Auto Trust 1996-3
                Geographic Distribution of the Receivables Pool


                                    Percent of                                      Percent of
                                    Aggregate                                       Aggregate
                                    Principal                                       Principal
             State(1)               Balance(2)              State(1)                Balance(2)
             --------               ----------              --------                ----------

<S>                                    <C>       <S>                                   <C> 
Alabama........................        1.1%      Montana......................         0.1%
Alaska.........................        0.2       Nebraska.....................         0.4
Arizona........................        1.2       Nevada.......................         0.5
Arkansas.......................        2.6       New Hampshire................         2.9
California.....................        5.5       New Jersey...................         5.2
Colorado.......................        1.0       New Mexico...................         0.4
Connecticut....................        1.1       New York.....................         7.4
Delaware.......................        0.1       North Carolina...............         3.7
District of Columbia...........        0.0       North Dakota.................         0.1
Florida........................        4.6       Ohio.........................         0.5
Georgia........................        2.8       Oklahoma.....................         1.7
Hawaii.........................        0.4       Oregon.......................         0.7
Idaho..........................        0.2       Pennsylvania.................         6.2
Illinois.......................        3.6       Rhode Island.................         0.3
Indiana........................        1.8       South Carolina...............         1.7
Iowa...........................        0.8       South Dakota.................         0.1
Kansas.........................        0.8       Tennessee....................         2.9
Kentucky.......................        0.4       Texas........................         8.3
Louisiana......................        2.6       Utah.........................         0.4
Maine..........................        0.7       Vermont......................         0.4
Maryland.......................        5.6       Virginia.....................         3.9
Massachusetts..................        3.6       Washington...................         0.7
Michigan.......................        3.8       West Virginia................         0.3
Minnesota......................        1.2       Wisconsin....................         1.4
Mississippi....................        0.5       Wyoming......................         0.1
Missouri.......................        3.4                                            ----
                                                                                      99.9%
                                                                                      ====
<FN>
- -------------------------------
(1)  Based on physical addresses of the dealers originating the receivables.
(2)  Percentages may not add to 100.0% because of rounding.
</TABLE>


           Approximately 30.60% of the aggregate principal balance of the
Receivables, constituting 33.06% of the number of the Receivables, represent
previously titled vehicles. Approximately 72.96% of the aggregate principal
balance of the Receivables represent financing of vehicles manufactured or
distributed by Chrysler.

Delinquencies, Repossessions and Net Losses

           Set forth below is certain information concerning the experience of
CFC and its United States subsidiaries pertaining to retail new and used
automobile and light duty truck receivables, including those previously sold
which CFC continues to service. Chrysler Credit Corporation, which was merged
into the Seller on December 31, 1995, began originating Fixed Value
Receivables in July 1991. There can be no assurance that the delinquency,
repossession and net loss experience on the Receivables will be comparable to
that set forth below.


<PAGE>

<TABLE>
<CAPTION>
                           Delinquency Experience(1)

                                       At March 31,                                      At December 31,
                       ---------------------------------------------       ------------------------------------------------
                               1996                      1995                     1995                        1994
                       --------------------     --------------------       -----------------------   ----------------------
                       Number of                Number of                  Number of                  Number of
                       Contracts     Amount     Contracts     Amount       Contracts      Amount      Contracts      Amount
                       ---------     ------     ---------     ------       ---------      ------      ---------      ------ 
                                   (Dollars in Millions)                                (Dollars in Millions)


<S>                   <C>           <C>         <C>          <C>           <C>           <C>          <C>           <C>    
Portfolio..........   1,658,381     $20,788     1,516,344    $18,378       1,653,533     $20,913      1,444,736     $16,977

Period of
Delinquency
  31-60 Days.......      36,740         487        23,072        276          55,507         720         25,888         293
  61 Days or More..       3,784     $    58         1,987    $    28           6,792     $   100          2,085     $    27
                      ---------     -------     ---------    -------       ---------     -------      ---------     -------

Total                                                                                                                       
Delinquencies......      40,524     $   545        25,059     $  304          62,299     $   820         27,973     $   320

Total Delinquencies
  as a percent of
  the Portolio.......      2.44%       2.62%         1.65%      1.65%          3.77%        3.92%         1.94%        1.88%


<CAPTION>

                                                                  At December 31,
                                   -----------------------------------------------------------------------------
                                            1993                         1992                        1991
                                   --------------------        ---------------------      ----------------------
                                   Number of                   Number of                  Number of
                                   Contracts     Amount        Contracts      Amount      Contracts       Amount
                                   ---------     ------        ---------      ------      ---------       ------
                                                               (Dollars in Millions)

<S>                                <C>           <C>           <C>           <C>         <C>             <C>    
Portfolio.....................     1,352,218     $14,116       1,344,799     $12,082     1,437,451       $11,994

Period of Delinquency
  31-60 Days..................        16,350     $   153          15,964     $   134        21,025       $   180
  61 Days or More.............         1,383          15           1,376          13         2,048            20
                                   ---------     --------      ----------    -------     ---------       -------

Total Delinquencies...........        17,733     $   168          17,340     $   147        23,073       $   200

Total Delinquencies as
  a Percent of the Portfolio..          1.31%       1.19%           1.29%       1.22%         1.61%         1.67%

<FN>
- --------------------------
(1)  All amounts and percentages are based on the gross amount scheduled
     to be paid on each contract, including unearned finance and other
     charges. The information in the table includes an immaterial amount
     of retail installment sale contracts on vehicles other than
     automobiles and light duty trucks and includes previously sold
     contracts which CFC continues to service.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                    Credit Loss/Repossession Experience(1)


                                             Three Months
                                                 Ended
                                               March 31,                           Year Ended December 31,
                                       ----------------------    ------------------------------------------------------------
                                          1996        1995         1995        1994         1993         1992          1991
                                          ----        ----         ----        ----         ----         ----          ----
                                                                                   (Dollars in Millions)

<S>                                    <C>         <C>          <C>         <C>          <C>          <C>           <C>    
Average Amount Outstanding
  During the Period...................   $20,845     $17,563      $19,486     $15,517      $12,882      $11,818       $12,709

Average Number of Contracts
  Outstanding During the Period....... 1,655,990   1,474,910    1,572,963   1,396,497    1,341,084    1,382,898     1,517,178

Percent of Contracts Acquired
  During the Period with Recourse
  to the Dealer.......................       9.7%       14.5%        14.8%       17.0%        16.2%        15.8%         21.7%

Repossessions as a Percent of
  Average Number of Contracts
  Outstanding(2)......................      4.12%       2.73%        3.05%       2.36%        2.15%        2.31%         2.63%

Net Losses as a Percent of
  Liquidations(3)(4)..................      3.62%       1.92%        2.25%       1.38%        1.34%        1.71%         2.28%

Net Losses as a Percent of
  Average Amount Outstanding(2)(3)....      1.94%       1.00%        1.16%       0.73%        0.75%        0.97%         1.21%

<FN>
- --------------------
(1)  Except as indicated, all amounts and percentages are based on the
     gross amount scheduled to be paid on each contract, including
     unearned finance and other charges. The information in the table
     includes an immaterial amount of retail installment sales contracts
     on vehicles other than automobiles and light duty trucks and
     includes previously sold contracts that CFC continues to service.

(2)  Percentages have been annualized for the three months ended March 31,
     1996 and 1995 and are not necessarily indicative of the experience for
     the year.

(3)  Net losses are equal to the aggregate of the balances of all
     contracts which are determined to be uncollectible in the period,
     less any recoveries on contracts charged off in the period or any
     prior periods, including any losses resulting from disposition
     expenses and any losses resulting from the failure to recover
     commissions to dealers with respect to contracts that are prepaid
     or charged off.

(4)  Liquidations represent a reduction in the outstanding balances of the
     contracts as a result of monthly cash payments and charge-offs.
</TABLE>


           During 1995, CFC experienced higher credit losses on automobile and
light duty truck retail receivables, as did other consumer finance companies
in the United States. The increased losses became more pronounced in early
1996. CFC attributes the higher loss experience to the combined effect of
current economic conditions, a change in the credit mix of CFC's retail
receivable originations during the first part of 1995 that resulted in an
increase in the frequency of repossessions, and organizational realignments
internal to CFC that affected retail collections. While higher credit losses
on outstanding receivables are expected to continue in the near term, CFC has
taken actions that it believes will improve the credit mix and servicing of
its automotive retail receivables. However, no assurance as to future results 
can be given.

           The net loss figures above reflect the fact that the Seller had
recourse to Dealers on a portion of its retail installment sale contracts. By
aggregate principal balance, approximately 3.55% of the Receivables represent
contracts with recourse to Dealers.




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