SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1995
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OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from ___________ to __________
Commission file number 0-19452
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CARCO AUTO LOAN MASTER TRUST
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(Exact name of registrant as specified in its charter)
State of New York Not Applicable
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (810) 948-3060
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes __x__ No _____
<PAGE>
CARCO AUTO LOAN MASTER TRUST
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The information to be furnished under this item is contained in the financial
statements of CARCO Auto Loan Master Trust (the "Trust") and the notes to such
financial statements filed as Exhibit 99 hereto, and such material is
incorporated herein by reference.
The unaudited financial statements of the Trust for the nine months ended
September 30, 1995 reflect all adjustments which are, in the opinion of
management, necessary to present a fair statement of the results for the
interim period.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In June 1991, the Trust issued $400 million principal amount of Floating Rate
Auto Loan Asset Backed Certificates, Series 1991-1 evidencing undivided
interests in certain assets of the Trust. During August 1991, the Trust issued
$250 million principal amount of Series 1991-2, 7 3/8% Auto Loan Asset Backed
Certificates (the "Series 1991-2 Certificates") and $750 million principal
amount of Series 1991-3, 7 7/8% Auto Loan Asset Backed Certificates, both
evidencing undivided beneficial interests in certain assets of the Trust. The
principal of the Series 1991-2 Certificates was paid on August 16, 1993.
During October 1991, the Trust issued $500 million principal amount of
Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4 evidencing
undivided interests in certain assets of the Trust. During December 1991, the
Trust issued $300 million principal amount of Money Market Auto Loan Asset
Backed Certificates, Series A (the "Series A Certificates") evidencing
undivided interests in certain assets of the Trust. The principal of the
Series A Certificates was paid on March 16, 1992. During March 1992, the Trust
issued $350 million principal amount of Money Market Auto Loan Asset Backed
Certificates, Series B (the "Series B Certificates") evidencing undivided
interests in certain assets of the Trust. The principal of the Series B
Certificates was paid on June 15, 1992. During May 1992, the Trust issued $150
million principal amount of Money Market Auto Loan Asset Backed Certificates,
Series C (the "Series C Certificates") evidencing undivided interests in
certain assets of the Trust. The principal of the Series C Certificates was
paid on August 17, 1992. In July 1992, the Trust issued $400 million principal
amount of Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1
evidencing undivided interests in certain assets of the Trust. In October
1992, the Trust issued $400 million principal amount of Floating Rate Auto
Loan Asset Backed Certificates, Series 1992-2 evidencing undivided interests
in certain assets of the Trust. In February 1993, the Trust issued $250
million principal amount of Floating Rate Auto Loan Asset Backed Certificates,
Series 1993-1, evidencing undivided interests in certain assets of the Trust.
In November 1993, the Trust issued $500 million principal amount of Floating
Rate Auto Loan Asset Backed Certificates, Series 1993-2, evidencing undivided
interests in certain assets of the Trust.
In October 1994, the Trust issued $500 million principal amount of Floating
Rate Auto Loan Asset Backed Certificates, Series 1994-1 evidencing undivided
interests in certain assets of the Trust. In December 1994, the Trust issued
$500 million principal amount of 7 7/8% Auto Loan Asset Backed Certificates,
Series 1994-2 and $350 million principal amount of 8 1/8% Auto Loan Asset
Backed Certificates, Series 1994-3, each evidencing undivided interests in
certain assets of the Trust.
In 1994, the principal of each of the following certificates was paid:
Floating Rate Auto Loan Asset Backed Certificates, Series 1991-1; Floating
Rate Auto Loan Asset Backed Certificates, Series 1991-4; and Floating Rate
Auto Loan Asset Backed Certificates, Series 1992-1.
1
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
In January 1995, the Trust issued $600 million principal amount of Floating
Rate Auto Loan Asset Backed Certificates, Series 1995-1, evidencing undivided
interests in certain assets of the Trust. In March 1995, the Trust issued $600
million principal amount of Floating Rate Auto Loan Asset Backed Certificates,
Series 1995-2, evidencing undivided interests in certain assets of the Trust.
In May 1995, the Trust issued $500 million principal amount of Floating Rate
Auto Loan Asset Backed Certificates, Series 1995-4, $500 million principal
amount of Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A
and $500 million principal amount of Floating Rate Auto Loan Asset Backed
Certificates, Series 1995-3, evidencing undivided interests in certain assets
of the Trust.
Chrysler Credit Corporation will continue to service the Receivables for a
fee.
The Trust has no employees.
2
<PAGE>
PART II. OTHER INFORMATION
ITEMS 1, 2, 3, 4, 5.
There is nothing to report with regard to these items.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of this report:
3-A Certificate of Incorporation of U.S. Auto Receivables Company.
Filed as Exhibit 3.1 to Registration Statement No. 33-41177
and incorporated herein by reference.
3-B By-laws of U.S. Auto Receivables Company. Filed as Exhibit 3-B
to the Trust's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by reference.
4-A Pooling and Servicing Agreement, dated as of May 31, 1991,
among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 2 to the Trust's
Registration Statement on Form 8-A dated July 31, 1991, and
incorporated herein by reference.
4-B Series 1991-1 Supplement to the Pooling and Servicing
Agreement, dated as of May 31, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company, as
Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated July 31, 1991, and incorporated
herein by reference.
4-C Series 1991-2 Supplement to the Pooling and Servicing
Agreement, dated as of June 30, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company, as
Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated November 18, 1991, and incorporated
herein by reference.
4-D Series 1991-3 Supplement to the Pooling and Servicing
Agreement, dated as of June 30, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company, as
Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated November 18, 1991, and incorporated
herein by reference.
4-E Series 1991-4 Supplement, dated as of September 30, 1991, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 20, 1991, and
incorporated herein by reference.
4-F Series A Supplement, dated as of November 30, 1991, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-F to the Trust's Annual
Report on Form 10-K for the year ended December 31, 1991, and
incorporated herein by reference.
4-G First Amendment, dated as of November 8, 1991, to the Series
1991-2 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-G to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1991, and
incorporated herein by reference.
3
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
4-H First Amendment, dated as of November 8, 1991, to the Series
1991-3 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-H to the Trust's Quarterly Report
on Form 10-Q for the period ended March 31, 1992, and
incorporated herein by reference.
4-I Series B Supplement, dated as of March 1, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-I to the Trust's Quarterly Report
on Form 10-Q for the period ended March 31, 1992, and
incorporated herein by reference.
4-J Series C Supplement, dated as of May 1, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-J to the Trust's Quarterly Report
on Form 10-Q for the period ended June 30, 1992, and
incorporated herein by reference.
4-K First Amendment dated as of August 6, 1992 to the Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to U.S. Auto Receivables
Company ("USA") on August 8, 1991, among USA, as Seller,
Chrysler Credit Corporation, as Servicer and Manufacturers and
Traders Trust Company, as Trustee. Filed as Exhibit 2.2 to the
Trust's Registration Statement on Form 8-A dated September 14,
1992, and incorporated herein by reference.
4-L Series 1992-1 Supplement dated as of July 1, 1992, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated September 14, 1992,
and incorporated herein by reference.
4-M First Amendment dated as of August 24, 1992 to the Series
1991-1 Supplement dated as of May 31, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-M to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4-N Second Amendment dated as of August 24, 1992 to the Series
1991-2 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-N to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
4-O Second Amendment dated as of August 24, 1992 to the Series
1991-3 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-O to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4-P First Amendment dated as of August 24, 1992 to the Series
1991-4 Supplement dated as of September 30, 1991, among U.S.
Auto Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-P to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4-Q Series 1992-2 Supplement dated as of October 1, 1992, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated October 30, 1992, and
incorporated herein by reference.
4-R Series 1993-1 Supplement dated as of February 1, 1993, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated March 15, 1993, and
incorporated herein by reference.
4-S Series 1993-2 Supplement dated as of November 1, 1993, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 6, 1993, and
incorporated herein by reference.
4-T Second Amendment dated as of September 21, 1993, to Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to U.S. Auto Receivables
Company ("USA") on August 8, 1991, among USA, as Seller,
Chrysler Credit Corporation, as Servicer, and Manufacturers and
Traders Trust Company, as Trustee. Filed as Exhibit 4.3 to
USA's Registration Statement on Form S-1 (File No. 33-70144)
and incorporated herein by reference.
4-U Series 1994-1 Supplement dated as of September 30, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated November 23, 1994, and
incorporated herein by reference.
4-V Series 1994-2 Supplement dated as of October 31, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 22, 1994, and
incorporated herein by reference.
5
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
4-W Series 1994-3 Supplement dated as of November 30, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-W to the Trust's Annual
Report on Form 10-K for the year ended December 31, 1994, and
incorporated herein by reference.
4-X Series 1995-1 Supplement dated as of December 31, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated January 19, 1995, and
incorporated herein by reference.
4-Y Series 1995-2 Supplement dated as of February 28, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated March 27, 1995, and
incorporated herein by reference.
4-Z Series 1995-3 Supplement dated as of April 30, 1995, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-Z to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
4-AA Series 1995-4 Supplement dated as of April 30, 1995, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-AA to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
4-BB Series 1995-4A Supplement dated as of April 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-BB to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
27 Financial Data Schedule.
99 Financial statements of CARCO Auto Loan Master Trust for the
nine months ended September 30, 1995.
(b) No reports on Form 8-K were filed by the Trust during the
quarter for which this report is filed.
6
<PAGE>
CARCO AUTO LOAN MASTER TRUST
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARCO Auto Loan Master Trust (Registrant)
By: Chrysler Credit Corporation, as Servicer
-----------------------------------------
Date: November 8, 1995 By: s/D. M. Cantwell
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D. M. Cantwell
Vice President -
Corporate Finance
<PAGE>
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
3-A Certificate of Incorporation of U.S. Auto Receivables Company.
Filed as Exhibit 3.1 to Registration Statement No. 33-41177 and
incorporated herein by reference.
3-B By-laws of U.S. Auto Receivables Company. Filed as Exhibit 3-B
to the Trust's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by reference.
4-A Pooling and Servicing Agreement, dated as of May 31, 1991,
among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 2 to the Trust's
Registration Statement on Form 8-A dated July 31, 1991, and
incorporated herein by reference.
4-B Series 1991-1 Supplement to the Pooling and Servicing
Agreement, dated as of May 31, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company, as
Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated July 31, 1991, and incorporated
herein by reference.
4-C Series 1991-2 Supplement to the Pooling and Servicing
Agreement, dated as of June 30, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company, as
Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated November 18, 1991, and incorporated
herein by reference.
4-D Series 1991-3 Supplement to the Pooling and Servicing
Agreement, dated as of June 30, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company, as
Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated November 18, 1991, and incorporated
herein by reference.
E-1
<PAGE>
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4-E Series 1991-4 Supplement, dated as of September 30, 1991, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 20, 1991, and
incorporated herein by reference.
4-F Series A Supplement, dated as of November 30, 1991, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-F to the Trust's Annual
Report on Form 10-K for the year ended December 31, 1991, and
incorporated herein by reference.
4-G First Amendment, dated as of November 8, 1991, to the Series
1991-2 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-G to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1991, and
incorporated herein by reference.
4-H First Amendment, dated as of November 8, 1991, to the Series
1991-3 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-H to the Trust's Quarterly Report
on Form 10-Q for the period ended March 31, 1992, and
incorporated herein by reference.
4-I Series B Supplement, dated as of March 1, 1992 among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-I to the Trust's Quarterly Report
on Form 10-Q for the period ended March 31, 1992, and
incorporated herein by reference.
E-2
<PAGE>
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4-J Series C Supplement, dated as of May 1, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-J to the Trust's Quarterly Report
on Form 10-Q for the period ended June 30, 1992, and
incorporated herein by reference.
4-K First Amendment dated as of August 6, 1992 to the Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to U.S. Auto Receivables
Company ("USA") on August 8, 1991, among USA, as Seller,
Chrysler Credit Corporation, as Servicer and Manufacturers and
Traders Trust Company, as Trustee. Filed as Exhibit 2.2 to the
Trust's Registration Statement on Form 8-A dated September 14,
1992, and incorporated herein by reference.
4-L Series 1992-1 Supplement dated as of July 1, 1992, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated September 14, 1992,
and incorporated herein by reference.
4-M First Amendment dated as of August 24, 1992 to the Series
1991-1 Supplement dated as of May 31, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-M to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4-N Second Amendment dated as of August 24, 1992 to the Series
1991-2 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-N to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
E-3
<PAGE>
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4-O Second Amendment dated as of August 24, 1992 to the Series
1991-3 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-O to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4-P First Amendment dated as of August 24, 1992 to the Series
1991-4 Supplement dated as of September 30, 1991, among U.S.
Auto Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-P to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
E-4
<PAGE>
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4-Q Series 1992-2 Supplement dated as of October 1, 1992, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated October 30, 1992, and
incorporated herein by reference.
4-R Series 1993-1 Supplement dated as of February 1, 1993, among
U.S. auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated March 15, 1993, and
incorporated herein by reference.
4-S Series 1993-2 Supplement dated as of November 1, 1993, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 6, 1993, and
incorporated herein by reference.
4-T Second Amendment dated as of September 21, 1993, to Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to U.S. Auto Receivables
Company ("USA") on August 8, 1991, among USA, as Seller,
Chrysler Credit Corporation, as Servicer, and Manufacturers and
Traders Trust Company, as Trustee. Filed as Exhibit 4.3 to
USA's Registration Statement on Form S-1 (File No. 33-70144)
and incorporated herein by reference.
4-U Series 1994-1 Supplement dated as of September 30, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated November 23, 1994, and
incorporated herein by reference.
4-V Series 1994-2 Supplement dated as of October 31, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 22, 1994, and
incorporated herein by reference.
E-5
<PAGE>
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4-W Series 1994-3 Supplement dated as of November 30, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-W to the Trust's Annual
Report on Form 10-K for the year ended December 31, 1994, and
incorporated herein by reference.
4-X Series 1995-1 Supplement dated as of December 31, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated January 19, 1995, and
incorporated herein by reference.
4-Y Series 1995-2 Supplement dated as of February 28, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated March 27, 1995, and
incorporated herein by reference.
4-Z Series 1995-3 Supplement dated as of April 30, 1995, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-Z to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
4-AA Series 1995-4 Supplement dated as of April 30, 1995, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-AA to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
4-BB Series 1995-4A Supplement dated as of April 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-BB to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
27 Financial Data Schedule.
99 Financial statements of CARCO Auto Loan Master Trust for the
nine months ended September 30, 1995.
E-6
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> $ 0
<SECURITIES> 570
<RECEIVABLES> 6,383
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,953
<CURRENT-LIABILITIES> 570
<BONDS> 6,383
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 6,953
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
Exhibit 99
<TABLE>
<CAPTION>
CARCO AUTO LOAN MASTER TRUST
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars)
September 30,
----------------------
1995 1994
-------- --------
(unaudited)
<S> <C> <C>
ASSETS
Short-term Investments (Note 2) $ 570.2 $ 613.0
Receivables (Note 4) 6,382.5 4,310.1
-------- --------
TOTAL ASSETS $6,952.7 $4,923.1
======== ========
LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 2) $ 570.2 $ 613.0
Asset Backed Certificates (Notes 3 and 4) 6,382.5 4,310.1
-------- --------
TOTAL LIABILITIES AND EQUITY $6,952.7 $4,923.1
======== ========
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CARCO AUTO LOAN MASTER TRUST
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
(in millions of dollars)
Nine Months Ended
September 30,
----------------------
1995 1994
-------- --------
(unaudited)
<S> <C> <C>
CASH RECEIPTS
Collections of Interest $ 461.4 $ 241.8
Deposits to Subordinated Accounts 461.3 566.7
Collections of Principal -- 600.0
------- --------
TOTAL CASH RECEIPTS 922.7 1,408.5
------- --------
CASH DISBURSEMENTS
Distribution of Interest 382.0 231.7
Distribution of Amounts from Subordinated Accounts -- 7.9
Distribution of Principal -- 600.0
Servicer Fees 34.4 23.0
------- --------
TOTAL CASH DISBURSEMENTS 416.4 862.6
------- --------
CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS 506.3 545.9
SHORT-TERM INVESTMENTS AT BEGINNING OF PERIOD 63.9 67.1
------- --------
SHORT-TERM INVESTMENTS AT END OF PERIOD $ 570.2 $ 613.0
======= ========
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements are prepared on the basis of cash receipts and
disbursements, which is a comprehensive basis of accounting other than
generally accepted accounting principles.
Derivative Financial Instruments
During 1994, CARCO Auto Loan Master Trust ("the Trust") adopted Statement of
Financial Accounting Standards No. 119, "Disclosure about Derivative Financial
Instruments and Fair Value of Financial Instruments". The Trust used
derivative financial instruments to manage its exposure arising from declines
in interest rates. The derivative financial instruments used have been limited
to interest rate swap agreements. The Trust does not use derivative financial
instruments for trading purposes.
Interest differentials resulting from interest rate swap agreements are
recorded on a cash basis as an adjustment to interest collections.
NOTE 2 - CASH AND CASH EQUIVALENTS
Chrysler Credit Corporation (the "Servicer"), is required to remit collections
within two business days of receipt to one or more accounts in the name of the
Trustee. On a daily basis, all funds so deposited are invested in short-term
instruments with a maturity of 30 days or less by the Trust. The funds remain
invested until distributed.
NOTE 3 - RELATED PARTIES
Chrysler Auto Receivables Company, U.S. Auto Receivables Company ("USA") and
the Servicer are wholly-owned subsidiaries of Chrysler Financial Corporation
("CFC").
NOTE 4 - SALE OF CERTIFICATES
In June 1991, the Trust issued $400 million principal amount of Floating Rate
Auto Loan Asset Backed Certificates, Series 1991-1 (the "Series 1991-1
Certificates"). During August 1991, the Trust issued $250 million principal
amount of Series 1991-2, 7 3/8% Auto Loan Asset Backed Certificates (the
"Series 1991-2 Certificates") and $750 million principal amount of Series
1991-3, 7 7/8% Auto Loan Asset Backed Certificates (the "Series 1991-3
Certificates"). During October 1991, the Trust issued $500 million principal
amount of Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4
(the "1991-4 Certificates"). During December 1991, the Trust issued $300
million principal amount of Money Market Auto Loan Asset Backed Certificates,
Series A (the "Series A Certificates"). During March 1992, the Trust issued
$350 million principal amount of Money Market Auto Loan Asset Backed
Certificates, Series B (the "Series B Certificates"). During May 1992, the
Trust issued $150 million principal amount of Money Market Auto Loan Asset
Backed Certificates, Series C (the "Series C Certificates"). In July 1992, the
Trust issued $400 million principal amount of Floating Rate Auto Loan Asset
Backed Certificates, Series 1992-14 (the "Series 1992-1 Certificates"). In
October 1992, the Trust issued $400 million principal amount of Floating Rate
Auto Loan Asset Backed Certificates, Series 1992-2 (the "Series 1992-2
Certificates"). In February 1993, the Trust issued $250 million principal
amount of Floating Rate
<PAGE>
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - SALE OF CERTIFICATES - continued
Auto Loan Asset Backed Certificates, Series 1993-1 (the "Series 1993-1
Certificates"). In November 1993, the Trust issued $500 million principal
amount of Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
(the "Series 1993-2 Certificates"), in two classes. These classes are
entitled: Class A-1 Money Market Extendible Certificates, Series 1993-2 (the
"1993-2 Class A-1 Certificates"); and the Class A-2 Medium Term Certificates,
Series 1993-2 (the "1993-2 Class A-2 Certificates").
In October 1994, the Trust issued $500 million principal amount of Floating
Rate Auto Loan Asset Backed Certificates, Series 1994-1 (the "Series 1994-1
Certificates"). In December 1994, the Trust issued $500 million principal
amount of 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2 (the
"Series 1994-2 Certificates") and $350 million principal amount of 8 1/8% Auto
Loan Asset Backed Certificates, Series 1994-3 (the "Series 1994-3
Certificates").
In January 1995, the Trust issued $600 million principal amount of Floating
Rate Auto Loan Asset Backed Certificates, Series 1995-1 (the "Series 1995-1
Certificates"), evidencing undivided interests in certain assets of the Trust.
In March 1995, the Trust issued $600 million principal amount of Floating Rate
Auto Loan Asset Backed Certificates, Series 1995-2 (the "Series 1995-2
Certificates"), evidencing undivided interests in certain assets of the Trust.
In May 1995, the Trust issued $500 million principal amount of Floating Rate
Auto Loan Asset Backed Certificates, Series 1995-4 (the "Series 1995-4
Certificates"), $500 million principal amount of Floating Rate Auto Loan Asset
Backed Certificates, Series 1995-4A (the "Series 1995-4A Certificates") and
$500 million principal amount of Floating Rate Auto Loan Asset Backed
Certificates, Series 1995-3 (the "Series 1995-3 Certificates").
Receivables in excess of total investors certificates outstanding at September
30, 1995 and 1994, are represented by Certificates held by U.S. Auto
Receivables Company.
NOTE 5 -PRINCIPAL AND INTEREST PAYMENTS
Interest with respect to the Series 1991-1 Certificates was payable on the
fifteenth day of each month (or if such day is not a business day, on the next
succeeding business day) (each, a "Distribution Date"), and commenced July 15,
1991. The per annum rate of interest with respect to the 1991-1 Certificates
for each monthly interest period was set on the second London business day
immediately preceding the first day of such interest period and, subject to
certain limitations described in the related prospectus, equalled one-month
LIBOR plus 0.25%. Distributions of principal commenced on July 15, 1994. The
final principal payment of the 1991-1 Certificates occurred on December 15,
1994.
Interest with respect to the 1991-2 Certificates was payable semiannually on
or about the fifteenth day of February and August, and commenced February 18,
1992 and on the related maturity date or, under certain limited circumstances
described in the related prospectus, monthly on or about the fifteenth day of
each month. The per annum rate of interest with respect to the 1991-2
Certificates was 7 3/8%.
<PAGE>
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS - continued
In connection with this Series, the Trust entered into an interest rate swap
agreement with CFC, the notional amount of which is equal to the principal
amount of the related Certificates. Under this agreement, CFC paid the Trust
interest at the Certificate Rate, and the Trust paid interest to CFC based on
a floating rate (which is the lesser of (a) LIBOR or (b) Prime less 1.5%). The
principal of the 1991-2 Certificates was paid on August 16, 1993.
Interest with respect to the 1991-3 Certificates is payable semiannually on or
about the fifteenth day of February and August, and commenced February 18,
1992, and on the related maturity date or, under certain circumstances
described in the related prospectus, monthly on or about the fifteenth day of
each month. The per annum rate of interest with respect to the 1991-3
Certificates is 7 7/8%. In connection with this Series, the Trust entered into
an interest rate swap agreement with CFC, the notional amount of which is
equal to the principal amount of the related Certificates. Under this
agreement, CFC will pay to the Trust interest at the Certificate Rate, and the
Trust will pay interest to CFC based on a floating rate (which is the lesser
of (a) LIBOR or (b) Prime less 1.5%). The principal of the 1991-3 Certificates
is scheduled to be paid on the August 1996 Distribution Date, but may be paid
earlier or later under certain circumstances described in the related
prospectus.
Interest with respect to the 1991-4 Certificates was payable on the fifteenth
day of each month (or, if such day is not a business day on the next
succeeding business day) (each, a "Distribution Date"), and commenced November
15, 1991. The per annum rate of interest with respect to the 1991-4
Certificates for each monthly interest period (or the period from the initial
issuance of the 1991-4 Certificates to the first Distribution Date, in the
case of the first interest period) was set on the second London business day
immediately preceding the first day of such interest period and, subject to
certain limitations described in the related prospectus, equalled one-month
LIBOR plus .50%. The principal of the 1991-4 Certificates was paid on October
17, 1994.
Interest with respect to the Series A Certificates was paid on January 15,
1992, February 17, 1992, and March 16, 1992. The $300 million principal amount
of Series A Certificates was paid on March 16, 1992.
Interest with respect to the Series B Certificates was paid on April 15, 1992,
May 15, 1992, and June 15, 1992. The $350 million principal amount of the
Series B Certificates was paid on June 15, 1992.
Interest with respect to the Series C Certificates was paid on June 15, 1992,
July 15, 1992 and August 17, 1992. The $150 million principal amount of the
Series C Certificates was paid on August 17, 1992.
Interest with respect to the Series 1992-1 Certificates was payable on the
fifteenth day of each month (or, if such day is not a business day, on the
next succeeding business day) (each, a "Distribution Date"), and commenced
August 17, 1992. The per annum rate of interest with respect to the Series
1992-1 Certificates for each monthly interest period (or the period from the
initial issuance of the Series 1992-1 Certificates to the first Distribution
Date, in the case of the first interest period) was set on the second London
business day immediately preceding the first day of such interest period and,
subject to certain limitations described in the related prospectus, equalled
one-month LIBOR plus .20%.
<PAGE>
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS - continued
The principal of the Series 1992-1 Certificates was paid on August 15, 1994.
Interest with respect to the Series 1992-2 Certificates is payable on the
fifteenth day of each month (or, if such day is not a business day, on the
next succeeding business day) (each, a "Distribution Date"), and commenced
November 16, 1992. The per annum rate of interest with respect to the Series
1992-2 Certificates for each monthly interest period (or the period from the
initial issuance of the Series 1992-2 Certificates to the first Distribution
Date, in the case of the first interest period) will be set on the second
London business day immediately preceding the first day of such interest
period and, subject to certain limitations described in the related prospectus
will equal one-month LIBOR plus 0.35%. The principal of the Certificates is
scheduled to be paid on the October 1997 Distribution Date, but may be paid
earlier or later under certain circumstances described in the related
prospectus.
Interest with respect to the Series 1993-1 Certificates is payable on the
fifteenth day of each month (or, if such day is not a business day, on the
next succeeding business day) (each, a "Distribution Date"), and commenced
March 15, 1993. The per annum rate of interest with respect to the Series
1993-1 Certificates for each monthly interest period (or the period from the
initial issuance of the Series 1993-1 Certificates to the first Distribution
Date, in the case of the first interest period) will be set on the second
London business day immediately preceding the first day of such interest
period and, subject to certain limitations described in the related
prospectus, will equal one-month LIBOR plus 0.28%. The principal of the Series
1993-1 Certificates is scheduled to be paid on the February 1998 Distribution
Date, but may be paid earlier or later under certain circumstances described
in the related prospectus.
Interest with respect to the Series 1993-2 Certificates is payable on the
fifteenth day of each month (or, if such day is not a business day, on the
next succeeding business day) (each, a "Distribution Date"), and commenced on
December 15, 1993. The per annum rate of interest with respect to the Series
1993-2 Certificates for each monthly interest period (or the period from the
initial issuance of the Series 1993-2 Certificates to the December 1993
Distribution Date, in the case of the first interest period) will be set on
the second business day preceding the first day of such interest period, in
the case of the 1993-2 Class A-1 Certificates, and the second London business
day preceding the first day of such interest period, in the case of the 1993-2
Class A-2 Certificates, and, subject to certain limitations described in the
Prospectus (defined below), will equal the Commercial Paper Rate (as defined
in the Prospectus dated November 15, 1993 (the "Prospectus")) plus .075%, in
the case of the 1993-2 Class A-1 Certificates, and one-month LIBOR plus .26%,
in the case of the 1993-2 Class A-2 Certificates. Principal is payable on each
1993-2 Class A-1 Certificate monthly on each Distribution Date commencing on
the January 1994 Distribution Date unless the 1993-2 Class A-1 Revolving
Period with respect to such Class A-1 Certificate is automatically extended.
The holder of each 1993-2 Class A-1 Certificate will have the option to elect
not to extend the 1993-2 Class A-1 Revolving Period with respect to such
Certificate by delivering an election notice during a specified period in each
month prior to the month preceding the month in which the Accumulation Period
Commencement Date (as defined in the Prospectus)
<PAGE>
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS - continued
occurs. If the 1993-2 Class A-1 Certificateholder does not so elect, the
1993-2 Class A-1 Revolving Period (as defined in the Prospectus) for such
certificate will automatically be extended from month to month, but not beyond
the day immediately preceding the Accumulation Period Commencement Date. Bear,
Stearns & Co. Inc. (the "Underwriter" and the "Remarketing Broker-Dealer")
will have the right but not the obligation to remarket any 1993-2 Class A-1
Certificate for which an election notice has been delivered and the right to
purchase any such certificate in the manner described in the Prospectus. If
the Remarketing Broker-Dealer chooses not to exercise such right, principal
will be payable monthly with respect to such 1993-2 Class A-1 Certificate
commencing on the second Distribution Date after the election notice is given.
If the 1993-2 Class A-1 Revolving Period for a 1993-2 Class A-1 Certificate
does not end in or prior to the month that is two months prior to the month in
which the Accumulation Period Commencement Date occurs, the principal of such
certificate will be payable on November 15, 1998 (the "Expected Payment
Date"), but may be paid earlier or later as described in the Prospectus.
Principal with respect to the 1993-2 Class A-2 Certificates is scheduled to be
paid on the Expected Payment Date, but may be paid earlier or later as
described in the Prospectus. In addition, no principal will be paid with
respect to the 1993-2 Class A-2 Certificates until principal of the 1993-2
Class A-1 Certificates has been paid in full, except in certain limited
circumstances described in the related prospectus.
Interest will accrue on the Series 1994-1 Certificates at the rate of 0.18%
per annum above one-month LIBOR (which will be determined monthly), subject to
certain limitations. Interest with respect to the Series 1994-1 Certificates
is payable on the fifteenth day of each month (or, if such day is not a
business day, on the next succeeding business day) and commenced on November
15, 1994. Principal with respect to the Series 1994-1 Certificates is
scheduled to be paid on October 15, 1999, but may be paid earlier or later
under certain circumstances.
Interest will accrue on the Series 1994-2 Certificates at the rate of 7 7/8%
per annum. Interest with respect to the Series 1994-2 Certificates is payable
semiannually on the fifteenth day of each February and August (or, if such day
is not a business day, on the next succeeding business day), commencing on
February 15, 1995. In connection with this Series, the Trust entered into an
interest rate swap agreement with CFC, the notional amount of which is equal
to the principal amount of the related Certificates. Under this agreement, CFC
will pay to the Trust interest at the Certificate Rate, and the Trust will pay
interest to CFC based on a floating rate (which is the lesser of (a) LIBOR or
(b) Prime less 1.5%). Principal with respect to the Series 1994-2 Certificates
is scheduled to be paid on August 15, 1997, but may be paid earlier or later
under certain circumstances.
Interest will accrue on the Series 1994-3 Certificates at the rate of 8 1/8%
per annum.
<PAGE>
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS - continued
Interest with respect to the Series 1994-3 Certificates is payable annually in
arrear on the fifteenth day of each November (or, if such day is not a
business day, on the next succeeding business day), commencing on November 15,
1995. In connection with this Series, the Trust entered into an interest rate
swap agreement with CFC, the notional amount of which is equal to the
principal amount of the related Certificates. Under this agreement, CFC will
pay to the Trust interest at the Certificate Rate, and the Trust will pay
interest to CFC based on a floating rate (which is the lesser of (a) LIBOR or
(b) Prime less 1.5%). Principal with respect to the Series 1994-3 Certificates
is scheduled to be paid on November 17, 1997, but may be paid earlier or later
under certain circumstances.
Interest with respect to the Series 1995-1 Certificates is payable on the
fifteenth day of each month (or, if such day is not a business day, on the
next succeeding business day) (each, a "Distribution Date"), and commenced
February 15, 1995. The per annum rate of interest with respect to the Series
1995-1 Certificates for each monthly interest period (or the period from the
initial issuance of the Series 1995-1 Certificates to the first Distribution
Date, in the case of the first interest period) will be set on the second
London business day preceding the first day of such interest period and will
generally equal one-month LIBOR plus 0.16%. The principal of the Series 1995-1
Certificates is scheduled to be paid on July 15, 1998, but may be paid earlier
or later under certain circumstances described in the related prospectus.
Interest with respect to the Series 1995-2 Certificates is payable on the
fifteenth day of each month (or, if such day is not a business day, on the
next succeeding business day) (each, a "Distribution Date"), and commenced
April 17, 1995. The per annum rate of interest with respect to the Series
1995-2 Certificates for each monthly interest period (or the period from the
initial issuance of the Series 1995-2 Certificates to the first Distribution
Date, in the case of the first interest period) will be set on the second
London business day preceding the first day of such interest period and will
generally equal one-month LIBOR plus 0.13%. The principal of the Series 1995-2
Certificates is scheduled to be paid on March 15, 2000, but may be paid
earlier or later under certain circumstances described in the related
prospectus.
Interest will accrue on the Series 1995-3 Certificates at the rate of 0.25%
per annum above the Fed Funds Rate, subject to certain limitations. Interest
with respect to the Series 1995-3 Certificates is payable on the fifteenth day
of each month (or, if such day is not a business day, on the next succeeding
business day) and commenced on June 15, 1995. Principal with respect to the
Series 1995-3 Certificates is scheduled to be paid on June 15, 1998, but may
be paid earlier or later under certain circumstances.
Interest will accrue on the Series 1995-4 Certificates at the rate of 0.26%
per annum above the Fed Funds Rate, subject to certain limitations. Interest
with respect to the Series 1995-4 Certificates is payable on the fifteenth day
of each month (or, if such day is not a business day, on the next succeeding
business day) and commenced on June 15, 1995. Principal with respect to the
Series 1995-4 Certificates is scheduled to be paid on May 15, 1998, but may be
paid earlier or later under certain circumstances.
<PAGE>
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS - continued
Interest will accrue on the Series 1995-4A Certificates at the rate of 0.26%
per annum above the Fed Funds Rate, subject to certain limitations. Interest
with respect to the Series 1995-4A Certificates shall initially be payable on
the fifteenth day of each month (or, if such day is not a business day, on the
next succeeding business day) and commenced on June 15, 1995. After June 15,
1998, interest with respect to the Series 1995-4A Certificates will be paid on
July 2, 1998 and on the second day of each month thereafter (or, if such day
is not a business day, on the next succeeding business day). Principal with
respect to the Series 1995-4A Certificates is scheduled to be paid on July 2,
1998, but may be paid earlier or later under certain circumstances.
NOTE 6 - FEDERAL INCOME TAXES
The Certificates, in the opinion of outside legal counsel, will not be
characterized as debt of the Trust for federal income tax purposes.
Certificate holders will be subject to income tax on interest earned with
respect to the Certificates.
