CHRYSLER FINANCIAL CORP
8-K, 1997-09-09
ASSET-BACKED SECURITIES
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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



                               September 8, 1997
Date of Report ..........................................................
                      (Date of earliest event reported)

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


State of Michigan                  33-55795                38-2997412
 .........................................................................
(State or other jurisdiction     (Commission)            (IRS Employer
 of incorporation)                  File No.)         Identification No.)


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


                                                      (248) 948-3067
Registrant's telephone number, including area code.......................


This filing relates to Registration Statement No. 33-55795.








<PAGE>



Item 5.  Other Events.


         In connection with the proposed offering of Premier Auto Trust
1997-3, Asset Backed Notes, Class A-2, Class A-3, Class A-4, Class A-5 and
Class B, 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: September 9, 1997             By:  /s/ B.C. Babbish
                                         -------------------
                                         B.C. Babbish
                                         Assistant Secretary


                                    - 3 -

<PAGE>

                                EXHIBIT INDEX


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

  99              Material prepared by Chrysler Financial Corporation in
                  connection with Premier Auto Trust 1997-3 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 Auto Trust 1997-3 Structural and Collateral Materials


<PAGE>
         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 any 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 may 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 that
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 ____________ .

                                      1

<PAGE>





                          Premier Auto Trust 1997-3
             Chrysler Financial Corporation, Seller and Servicer

                             Subject to Revision

                      Term Sheet dated September 8, 1997

Issuer......................  Premier Auto Trust 1997-3 (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 $225,000,000. The Class A-1
                              Notes are not being offered hereby;

                              (ii) Class A-2 ____% Asset Backed Notes (the
                              "Class A-2 Notes") in the aggregate initial
                              principal amount of $225,000,000;

                              (iii) Class A-3 _____% Asset Backed Notes (the
                              "Class A-3 Notes") in the aggregate initial
                              principal amount of $240,000,000;

                              (iv) Class A-4 _____% Asset Backed Notes (the
                              "Class A-4 Notes") in the aggregate initial
                              principal amount of $175,000,000; and

                              (v) Class A-5 _____% Asset Backed Notes (the
                              "Class A-5 Notes" and, together, with the Class
                              A-1 Notes, Class A-2 Notes, Class A-3 Notes and
                              Class A-4, the "Class A Notes") in the
                              aggregate initial principal amount of
                              $290,000,000; and

                              (vi) Class B __% Asset Backed Notes (the "Class
                              B Notes" and together with the Class A Notes,
                              the "Notes") in the aggregate initial principal
                              amount of $45,000,000. The Class B Notes are
                              subordinated to the Class A Notes to the extent
                              described herein.

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 October 6,
                                1997.

  B.  Interest Rates........  The Notes will have fixed interest rates.

  C.  Interest..............  Interest on the outstanding principal amount of
                              any Class of Notes, other than the Class A-1
                              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
                              (each, an "Interest Accrual Period"). Interest
                              on the outstanding principal amount of the
                              Class A-1 Notes will accrue at the applicable
                              Interest Rate from the Closing Date (in the
                              case of the first Distribution Date) or from
                              the most recent Distribution Date on

                                      2


<PAGE>


                              which interest has been paid to but excluding
                              the following Distribution Date (each, a "Class
                              A-1 Interest Accrual Period"). Interest on each
                              class of Notes, other than the Class A-1 Notes,
                              will be calculated on the basis of a 360-day
                              year consisting of twelve 30-day months.
                              Interest on the Class A-1 Notes will be
                              calculated on the basis of the actual number of
                              days in the Class A-1 Interest Accrual Period
                              divided by 360. The failure to pay interest on
                              the Class B Notes will not be an Event of
                              Default unless the Class A-5 Notes have been
                              paid in full.

  D.  Principal.............  Except during the Release Period described
                              below under "Overcollateralization and Release
                              of Initial Overcollateralization Amount",
                              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 plus the principal balance of liquidated
                              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, and (d) the
                              amount, if any, required to be deposited in the
                              Reserve Account on such Distribution Date.

                              During the Release Period, the principal of the
                              Notes payable on each Distribution Date will
                              equal the Release Period Noteholders' Principal
                              Distributable Amount described below under
                              "Overcollateralization and Release of Initial
                              Overcollateralization Amount".

                              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; (iii) on the Class A-4 Notes until the
                              Class A-3 Notes have been paid in full; (iv) on
                              the Class A-5 Notes until the Class A-4 Notes
                              have been paid in full or; (v) on the Class B
                              Notes until the Class A-5 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 June 1998 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
                              August 1999 Distribution Date (the "Class A-2
                              Final Scheduled Distribution Date"); the
                              outstanding principal amount


                                      3

<PAGE>

                              of the Class A-3 Notes, to the extent not
                              previously paid, will be payable on the June
                              2000 Distribution Date (the "Class A-3 Final
                              Scheduled Distribution Date"); the outstanding
                              principal amount of the Class A-4 Notes, to the
                              extent not previously paid, will be payable on
                              the January 2001 Distribution Date (the "Class
                              A-4 Final Scheduled Distribution Date"); the
                              outstanding principal amount of the Class A-5
                              Notes, to the extent not previously paid, will
                              be payable on the January 2002 Distribution
                              Date (the "Class A-5 Final Scheduled
                              Distribution Date"); and the outstanding
                              principal amount of the Class B Notes, to the
                              extent not previously paid, will be payable on
                              the January 2003 Distribution Date (the "Class
                              B Final Scheduled Distribution Date").

  E.  Optional Redemption...  The outstanding Class A-5 Notes and Class B 
                              Notes will be subject to redemption in whole,
                              but not in part, on any Distribution Date by
                              the Servicer when the Pool Balance shall have
                              declined to 10% or less of the Initial Pool
                              Balance (as defined below).

Overcollateralization 
 and Release of Initial 
 Overcollateralization 
 Amount.....................  The initial aggregate principal balance of the 
                              Receivables as of September 5, 1997 
                              ($1,260,014,969.63) (the "Initial Pool Balance")
                              will exceed the initial aggregate principal
                              amount of Notes ($1,200,000,000.00) (the
                              "Initial Note Principal Balance") by an amount
                              equal to $60,014,969.63 (the "Initial 
                              Overcollateralization Amount"), which is
                              approximately 5.00% of the Initial Note
                              Principal Balance. Unless offset by losses on
                              the Receivables or the release of cash during 
                              the Release Period as described below, the 
                              distribution of the Accelerated Principal
                              Distribution Amount, if any, on a Distribution
                              Date is expected to cause the aggregate 
                              principal amount of the Notes to decrease faster
                              than the Pool Balance decreases, thereby
                              increasing the Overcollateralization Amount.
                              The "Overcollateralization Amount" in respect of
                              a Distribution Date is equal to (a) the Pool
                              Balance  as of the end of the related
                              Collection Period (the "Related Pool Balance")
                              minus (b) the aggregate outstanding amount of
                              Notes after giving effect to payments made on
                              the Notes on such Distribution Date (the
                              "Note 

                                      4

<PAGE>

                                        Amount").

                              Subject to the conditions set forth below, on
                              each Distribution Date during the Release
                              Period (as defined below), the amount of
                              principal distributable on the Notes will be
                              the Release Period Noteholders' Principal
                              Distributable Amount rather than the
                              Noteholders' Principal Distributable Amount.
                              The "Release Period Noteholders' Principal
                              Distributable Amount" shall equal, on any
                              Distribution Date during the Release Period,
                              the excess of (a) the Note Amount on such
                              Distribution Date (prior to giving effect to
                              any distributions on such Distribution Date)
                              over (b) the product of (1) 94.5% and (2) the
                              Related Pool Balance. On each Distribution Date
                              during the Release Period, any portion of the
                              Total Distributable Amount which remains after
                              payment of (a) the Servicing Fee, (b) the
                              Noteholders' Interest Distributable Amount, (c)
                              the Release Period Noteholders' Principal
                              Distributable Amount and (d) any amount
                              required to increase the amount in the Reserve
                              Account to the Specified Reserve Account
                              Balance will be released to the Trust and then
                              to the Company (such released amount being the
                              "Cash Release Amount" or "Cash Release"). The
                              cumulative amount of all Cash Releases during
                              the Release Period shall not exceed the Initial
                              Overcollateralization Amount.

                              The release of cash to the Trust, and then to
                              the Company, as described above is subject to
                              the satisfaction of all of the following
                              conditions:

                                   (1) No Cash Release will be permitted
                                   until the date (the "First Release
                                   Distribution Date") that is the later of
                                   (a) the Distribution Date following the
                                   Distribution Date on which the
                                   Overcollateralization Amount is at least
                                   equal to:

                                  [Initial Overcollateralization Amount]
                                                   plus
                                   [2% x (Related Pool Balance for such 
                                       preceding Distribution Date
                                                   minus
                                   Initial Overcollateralization Amount)]

                                   and (b) the Distribution Date following
                                   the Distribution Date on which the Class
                                   A-1 Notes have been repaid in full.

                                   (2) (a) The amount in the Reserve Account
                                   shall be equal to the applicable Specified
                                   Reserve Account Balance and (b) the
                                   cumulative amount of the Cash Releases
                                   will not exceed the Initial
                                   Overcollateralization Amount.

                              On the Distribution Date (the "Last Release
                              Distribution Date") on which the cumulative
                              amount of the Cash Releases equals the Initial
                              Overcollateralization Amount, the amount of
                              principal distributable to the Noteholders will
                              be the Noteholders' Principal

                                      5


<PAGE>


                              Distributable Amount less the Cash Release
                              Amount released on such Distribution Date. On
                              each Distribution Date thereafter, the full
                              Noteholders' Monthly Principal Distributable
                              Amount will be distributable as principal to
                              the Noteholders. The "Release Period" is the
                              period from the First Release Distribution Date
                              to the Last Release Distribution Date. Any Cash
                              Release released to the Company will not be
                              available to make payments on the Notes.

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 $12,000,000 (the "Specified
                              Reserve Account Amount"), which is 1% of the
                              Initial Note Principal Balance. If the
                              Overcollateralization Percentage at any time on
                              or after the Last Release Distribution Date
                              equals at least 7.75%, the Specified Reserve
                              Account Balance will be $9,000,000, which is
                              0.75% of the Initial Note Principal Balance.
                              The "Overcollateralization Percentage" in
                              respect of a Distribution Date is the
                              percentage derived from a fraction, the
                              numerator of which is the Overcollateralization
                              Amount for such Distribution date and the
                              denominator of which is the Related Pool
                              Balance.

                              Funds will be withdrawn from the Reserve
                              Account to cover any shortfalls in the amounts
                              due to the Noteholders. 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.

                              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 received from Obligors 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;
Subordination of 
Class B Notes...............  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, which amounts will be applied,
                              first, to pay interest and principal on the
                              Class A Notes and, second, to pay interest
                              and principal on the Class B Notes, (iii) 
                              amounts, if any, to the Reserve Account up to
                              the Specified Reserve Account Balance, and 
                              (iv) the remaining balance, if any, to the
                              Company. In addition, Cash Releases will be
                              made as described above under
                              "Overcollateralization and 

                                      6

<PAGE>

                              Release of Initial Overcollateralization
                              Amount".

Rating of the Notes.........  The Class A Notes will be rated in the highest
                              investment rating category by at least two
                              nationally recognized rating agencies. The
                              Class B Notes will be rated at least in the "A"
                              category or its equivalent by such rating
                              agencies.





                                      7


<PAGE>




The Receivables Pool

           As of the Cutoff Date, each Receivable (i) had a principal balance
of at least $300 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 Noteholders 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 1997-3
                     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>
       9.31%            $1,260,014,969.63        82,899         53.70 months      56.92 months       $15,199.40
</TABLE>


           Approximately 73.15% of the aggregate principal balance of the
Receivables, constituting 66.16% of the number of the Receivables, represent
new vehicles, and approximately 26.85% of the aggregate principal balance of
the Receivables, constituting 33.84% of the number of the Receivables,
represent used vehicles. Approximately 76.24% of the aggregate principal
balance of the Receivables represent vehicles manufactured or distributed by
Chrysler and approximately 23.76% of the Initial Pool Balance represents
financing of vehicles manufactured or distributed by vehicle manufacturers
other than Chrysler. All of the Receivables are Simple Interest Receivables.





                                      8



<PAGE>



                          Premier Auto Trust 1997-3
                 Distribution by APR of the Receivables Pool
<TABLE>
<CAPTION>

                                              Number of            Aggregate           Percent of Aggregate
                 APR Range                   Receivables       Principal Balance       Principal Balance(1)
                 ---------                   -----------       -----------------       --------------------
<S>                                               <C>           <C>                              <C>  
0.00% to 5.00%..............................      18,566        $  317,049,810.44                 25.2%

5.01% to 6.00%..............................          52               703,659.51                  0.1

6.01% to 7.00%..............................         290             4,774,547.91                  0.4

7.01% to 8.00%..............................       5,597            87,372,545.18                  6.9

8.01% to 9.00%..............................      12,999           203,662,387.52                 16.2

9.01% to 10.00%.............................      12,070           182,420,236.65                 14.5

10.01% to 11.00%............................       7,276           109,239,474.23                  8.7

11.01% to 12.00%............................       6,242            91,676,201.72                  7.3

12.01% to 13.00%............................       5,520            79,495,242.11                  6.3

13.01% to 14.00%............................       3,705            49,820,144.15                  4.0

14.01% to 15.00%............................       2,599            33,752,648.18                  2.7

15.01% to 16.00%............................       1,460            18,575,778.69                  1.5

16.01% to 17.00%............................       1,289            17,196,879.01                  1.4

17.01% to 18.00%............................       2,563            36,010,067.24                  2.9

Greater than 18.00%.........................       2,671            28,265,347.09                  2.2
                                                  ------        -----------------                -----

     Totals.................................      82,899        $1,260,014,969.63                100.0%
                                                  ======        =================                ===== 
<FN>
- ---------

(1)  Percentages may not add to 100.0% because of rounding.
</TABLE>

                                      9

<PAGE>



                          Premier Auto Trust 1997-3
              Geographic Distribution of the Receivables Pool(1)

<TABLE>
<CAPTION>

                                             Percent of                                           Percent of
                                              Aggregate                                           Aggregate
                                              Principal                                           Principal
State                                        Balance(2)        State                              Balance(2)
- -----                                        ----------        -----                              ----------
<S>                                             <C>        <C>                                     <C> 
Alabama...............................          1.2%       Montana............................       0.1%
Alaska................................          0.1        Nebraska...........................       0.4
Arizona...............................          1.4        Nevada.............................       0.4
Arkansas..............................          2.3        New Hampshire......................       1.3
California............................          4.5        New Jersey.........................       4.6
Colorado..............................          0.6        New Mexico.........................       0.4
Connecticut...........................          1.0        New York...........................       5.9
Delaware..............................          0.3        North Carolina.....................       2.2
District of Columbia..................          0.0        North Dakota.......................       0.5
Florida...............................          4.8        Ohio...............................       3.5
Georgia...............................          2.9        Oklahoma...........................       1.1
Hawaii................................          0.3        Oregon.............................       0.6
Idaho.................................          0.1        Pennsylvania.......................       4.6
Illinois..............................          4.7        Rhode Island.......................       0.3
Indiana...............................          7.0        South Carolina.....................       0.8
Iowa..................................          1.2        South Dakota.......................       0.3
Kansas................................          1.1        Tennessee..........................       2.1
Kentucky..............................          3.9        Texas..............................       5.9
Louisiana.............................          1.8        Utah...............................       0.2
Maine.................................          0.4        Vermont............................       0.2
Maryland..............................          4.7        Virginia...........................       2.7
Massachusetts.........................          2.6        Washington.........................       0.6
Michigan..............................          3.0        West Virginia......................       0.4
Minnesota.............................          3.1        Wisconsin..........................       3.6
Mississippi...........................          0.8        Wyoming............................       0.1
Missouri..............................          3.3                                                -----
                                                              Totals..........................     100.0%
                                                                                                   ======

<FN>
- ---------

(1) Based on physical addresses of the dealers originating the receivables.
(2) Percentages may not add to 100.0% because of rounding.
</TABLE>

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. There can be no assurance that the
delinquency, repossession and net loss experience on the Receivables will be
comparable to that set forth below.

                                      10

<PAGE>



                          Delinquency Experience(1)
                            (Dollars in Millions)

<TABLE>
<CAPTION>


                                               At June 30,                                  At December 31,
                       ----------------------------------------------------------------------------------------------------

                                 1997                       1996                    1996                         1995
                         -------------------       -------------------       ------------------        --------------------
                            Number                   Number                    Number                    Number
                              of                       of                        of                        of
                          Contracts   Amount       Contracts    Amount       Contracts    Amount       Contracts    Amount
                          ---------   ------       ---------    ------       ---------    ------       ---------    ------
<S>                      <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>    
Portfolio.............   1,689,018    $21,257      1,673,622    $21,138      1,679,880    $21,197      1,653,533    $20,913
Period of Delinquency
 31-60 Days...........      48,913    $   619         48,199    $   624         65,297    $   843         55,507    $   720
 61 Days or More......       9,050        132          4,899         72          8,175        118          6,792        100
                         ---------     ------      ---------     ------      ---------     ------      ---------     ------
Total Delinquencies...      57,963    $   751         53,098    $   696         73,472    $   961         62,299    $   820
Total Delinquencies as
    a Percent of the
    Portfolio.........       3.43%      3.53%          3.17%      3.29%          4.37%      4.53%          3.77%      3.92%


<CAPTION>

                                                             At December 31,
                         ----------------------------------------------------------------------------------------

                                     1994                            1993                         1992
                          ---------------------------     ---------------------------   -------------------------
                          Number of                       Number of                     Number of
                          Contracts      Amount           Contracts     Amount          Contracts    Amount
                          ---------      ------           ---------     ------          ---------    ------
<S>                        <C>             <C>             <C>            <C>           <C>           <C>    
Portfolio.............     1,444,736       $16,977         1,352,218      $14,116       1,344,799     $12,082
                                                                                     
Period of Delinquency                                                                
  31-60 Days..........        25,888      $    293            16,350     $    153          15,964    $    134
  61 Days or More.....         2,085            27             1,383           15           1,376          13
                           ---------       -------         ---------      -------       ---------     -------
Total Delinquencies...        27,973      $    320            17,733     $    168          17,340    $    147
                                                                                     
Total Delinquencies as                                                               
  a Percent of the                                                                   
  Portfolio...........          1.94%         1.88%             1.31%        1.19%           1.29%       1.22%
                                                                                 
<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>

                                      11

<PAGE>


<TABLE>
<CAPTION>

                    Credit Loss/Repossession Experience(1)
                            (Dollars in Millions)

                                    Six-Months Ended
                                        June 30,                              Year Ended December 31,
                                 ----------------------   ----------------------------------------------------------------

                                    1997        1996         1996          1995       1994        1993        1992
                                    ----        ----         ----          ----       ----        ----        ----

<S>                               <C>         <C>          <C>          <C>          <C>           <C>           <C>       
Average Amount Outstanding
  During the Period.............    $21,135     $20,888      $21,062      $19,486      $15,517       $12,882       $11,818

Average Number of Contracts
  Outstanding During the Period.  1,680,186   1,659,755    1,671,405    1,572,963    1,396,497     1,341,084     1,382,898

Percent of Contracts Acquired
  During the Period with Recourse  
  to the Dealer.................       9.72%       9.14%        9.05%        14.8%        17.0%         16.2%         15.8%

Repossessions as a Percent of
  Average Number of Contracts
  Outstanding(2)................       3.06%       3.80%        3.82%        3.05%        2.36%         2.15%         2.31%

Net Losses as a Percent of
  Liquidations(3)(4)............       2.62%       3.12%        3.17%        2.25%        1.38%         1.34%         1.71%

Net Losses as a Percent of           
  Average Amount Outstanding(2)(3)     1.48%       1.67%        1.68%        1.16%        0.73%         0.75%         0.97%

<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 six months ended June 30, 1997
    and 1996 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>

    Notwithstanding the improvement in credit loans for the first six months
of 1997, increased credit loss experience may continue while actions are
taken to improve the credit mix, collections and servicing of the Seller's
automotive retail receivables. No assurance can be given as to future
results.

    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 2.50% of the Receivables represent
contracts with recourse to Dealers.

                                      12





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