CONFORMED
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1998
---------------------
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 000-19452
---------
CARCO AUTO LOAN MASTER TRUST
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
State of New York Not Applicable
- -----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034
- -----------------------------------------------------------------------------
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 948-3067
--------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1
Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2
Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2
Floating Rate Auto Loan Asset Backed Certificates, Series 1998-1
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___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. _X_
<PAGE>
PART I.
ITEM 1. BUSINESS
The Trust was formed pursuant to the Pooling and Servicing Agreement dated as
of May 31, 1991, as assigned by Chrysler Auto Receivables Company ("CARCO"),
to U.S. Auto Receivables Company ("USA") on August 8, 1991, among USA,
Chrysler Credit Corporation, as Servicer ("CCC"), and Manufacturers and
Traders Trust Company, a New York banking corporation, as Trustee. The assets
of the Trust include wholesale receivables (the "Receivables") generated from
time to time in a portfolio of revolving financing arrangements (the
"Accounts") with automobile dealers to finance their automobile and light
duty truck inventory. More specifically, the assets of the Trust include (a)
certain Receivables existing under the accounts at the close of business on
May 31, 1991 (the "Initial Cut-Off Date"), certain Receivables generated
under the Accounts from time to time thereafter during the term of the Trust
as well as certain Receivables generated under any Accounts added to the
Trust from time to time (but excluding Receivables generated in any Accounts
removed from the Trust from time to time after the Initial Cut-Off Date), (b)
all funds collected or to be collected in respect of such Receivables, (c)
all funds on deposit in certain accounts of the Trust, (d) any Enhancement
issued with respect to a series of certificates issued by the Trust (each
such series, a "Series") and (e) a security interest in certain motor
vehicles (the "Vehicles") and certain parts inventory, equipment, fixtures,
service accounts and, in some cases, realty and/or a personal guarantee
(collectively, the "Collateral Security") securing the Receivables. The term
"Enhancement" shall mean, with respect to any Series, any letter of credit,
surety bond, cash collateral account, spread account, guaranteed rate
agreement, maturity liquidity facility, tax protection agreement, interest
rate swap agreement or other similar arrangement for the benefit of
Certificateholders of such Series.
USA entered into a Receivables Purchase Agreement, dated as of the date of
the Pooling and Servicing Agreement, between USA, as purchaser, and CCC, as
seller (the "Receivables Purchase Agreement"). Pursuant to the Receivables
Purchase Agreement, CCC has (a) sold to USA all of its right, title and
interest in and to all Receivables meeting certain eligibility criteria
contained in the Receivables Purchase Agreement and the Pooling and Servicing
Agreement ("Eligible Receivables") and (b) assigned its interests in the
Vehicles and the Collateral Security to USA. USA in turn transferred such
Receivables and Collateral Security to the Trust pursuant to the Pooling and
Servicing Agreement. USA has also assigned to the Trust its rights with
respect to the Receivables under the Receivables Purchase Agreement.
All new Receivables arising under the Accounts prior to January 1, 1996, were
sold by CCC to USA and transferred by USA to the Trust. All new Receivables
arising under the Accounts on or after January 1, 1996, during the term of
the Trust were sold by Chrysler Financial Corporation, now known as Chrysler
Financial Company L.L.C. ("CFC") (see Item 8, Note 8) to USA and transferred
by USA to the Trust. Accordingly, the aggregate amount of Receivables in the
Trust will fluctuate from day to day as new Receivables are generated and as
existing Receivables are collected, charged off as uncollectible or otherwise
adjusted.
CARCO and USA are wholly-owned subsidiaries of CFC. On December 31, 1995,
CCC, merged with and into Chrysler Financial Corporation, now known as
Chrysler Financial Company, L.L.C.. CCC serviced the Receivables prior to
January 1, 1996. CFC now services the Receivables.
Pursuant to an Agreement of Resignation, Appointment and Acceptance dated as
of August 23, 1996, Manufacturers and Traders Trust Company resigned as the
Trustee of the Trust and The Bank of New York became the Trustee of the
Trust.
The Trust has no employees.
ITEM 2. PROPERTIES
There is nothing to report with regard to this item.
2
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
There is nothing to report with regard to this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There is nothing to report with regard to this item.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
There is nothing to report with regard to this item.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data has been omitted since the required information
is included in the financial statements or the notes thereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
The following Certificates were issued by the Trust evidencing undivided
interests in certain assets of the Trust:
<TABLE>
<CAPTION>
Issue Date Series Description
Maturity Date Principal Amount
- ------------- -------------------
<S> <C>
June 1991 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-1
December 1994 $400 million
August 1991 7 3/8% Auto Loan Asset Backed Certificates, Series 1991-2
August 1993 $250 million
August 1991 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3
August 1996 $750 million
October 1991 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4
October 1994 $500 million
December 1991 Money Market Auto Loan Asset Backed Certificates, Series A
March 1992 $300 million
March 1992 Money Market Auto Loan Asset Backed Certificates, Series B
June 1992 $350 million
May 1992 Money Market Auto Loan Asset Backed Certificates, Series C
August 1992 $150 million
</TABLE>
3
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
<TABLE>
<CAPTION>
Issue Date Series Description
Maturity Date Principal Amount
- ------------- ------------------
<S> <C>
July 1992 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1
August 1994 $400 million
October 1992 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2
October 1997 $400 million
February 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1
February 1998 $250 million
November 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
November 1998 $388.5 million
November 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
November 1997 $111.5 million
October 1994 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1
Outstanding $500 million
December 1994 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2
August 1997 $500 million
December 1994 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3
November 1997 $350 million
January 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1
July 1998 $600 million
March 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2
Outstanding $600 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3
June 1998 $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4
May 1998 $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A
July 1998 $500 million
December 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5
Outstanding $250 million
November 1996 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1
Outstanding $500 million
</TABLE>
4
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
<TABLE>
<CAPTION>
Issue Date Series Description
Maturity Date Principal Amount
- ------------- ------------------
<S> <C>
December 1996 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2
Outstanding $500 million
August 1997 6.689% Auto Loan Asset Backed Certificates, Series 1997-1
Outstanding $700 million
July 1998 Floating Rate Auto Loan Asset Backed Certificates. Series 1998-1
Outstanding $1 billion
</TABLE>
Chrysler Credit Corporation ("CCC") serviced the Receivables for a fee prior
to January 1, 1996. On December 31, 1995, CCC merged with and into Chrysler
Financial Corporation, now known as Chrysler Financial Company L.L.C. ("CFC")
(see Item 8, Note 8). CFC has serviced the Receivables for a fee since this
merger.
Pursuant to an Agreement of Resignation, Appointment and Acceptance dated as
of August 23, 1996, Manufacturers and Traders Trust Company resigned as the
Trustee of the Trust and The Bank of New York became the Trustee of the
Trust.
The Trust has no employees.
Year 2000
The Trust relies on the servicer's computer systems. CFC, as servicer, has
conducted an evaluation of the actions necessary to ensure that its business
critical computer systems will function without disruption with respect to
the application of dating systems in the Year 2000. As a result of this
evaluation, CFC is engaged in the process of upgrading, replacing and testing
certain of its information and other computer systems. CFC's remedial actions
are scheduled to be completed during the third quarter of 1999 and, based
upon information currently available, CFC does not anticipate that the costs
of its remedial actions will be material to the consolidated results of
operations and financial position of CFC and are being expensed as incurred.
However, there can be no assurance that the remedial actions being
implemented by CFC will be completed in time to avoid dating systems problems
or that the cost will not be material to CFC. If CFC is unable to complete
its remedial actions in the planned timeframe, contingency plans will be
developed to address those business critical systems that may not be Year
2000 compliant.
In addition, disruptions with respect to vendor or customer systems,
which are outside the control of CFC, could impair the ability of
CFC to obtain necessary services or to provide services to their customers.
Disruptions of CFC's computer systems, or the computer systems of CFC's
vendors or customers, as well as the cost of avoiding such disruption, could
have a material adverse effect upon the financial condition and results of
operations of CFC. CFC has a process in place to assess the Year 2000
readiness of its business critical vendors and customers. CFC believes that
the most likely worst case scenario is that a small number of vendors will be
unable to supply service for a short time after January 1, 2000. As part of
the assessment process, CFC will develop contingency plans for those business
critical vendors who are either unable or unwilling to develop remediation
plans to become Year 2000 compliant. Although these plans have yet to be
developed, CFC expects that these plans will include selective resourcing of
services to Year 2000 compliant vendors. CFC expects that vendors in this
category will represent an insignificant part of its total service base. It
is expected that these plans will be in place by the third quarter of 1999.
Any inability to complete the remedial actions referred to in the preceding
two paragraghs in a timely manner could result in delays in collections on
the Receivables and payments on the Notes.
5
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There is nothing to report with regard to this item.
6
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CARCO AUTO LOAN MASTER TRUST
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars)
December 31,
-------------------
1998 1997
---- ----
ASSETS
Cash and Cash Equivalents (Note 2) $ 29.1 $ 98.0
Receivables (Note 4) 8,783.1 8,020.0
-------- --------
TOTAL ASSETS $8,812.2 $8,118.0
======== ========
LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 2) $ 29.1 $ 98.0
Asset Backed Certificates (Notes 3 and 4) 8,783.1 8,020.0
-------- --------
TOTAL LIABILITIES AND EQUITY $8,812.2 $8,118.0
======== ========
See Notes to Financial Statements.
7
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
(in millions of dollars)
Year Ended December 31,
-------------------------------
1998 1997 1996
---- ---- ----
CASH RECEIPTS
Collections of Interest $ 687.3 $ 739.2 $ 739.0
Deposits to Subordinated Accounts 7.5 4.2 7.5
Proceeds from Sales of Investor Certificates 1,000.0 700.0 1,000.0
Collections of Principal 2,738.5 1,361.5 750.0
-------- -------- --------
TOTAL CASH RECEIPTS 4,433.3 2,804.9 2,496.5
-------- -------- --------
CASH DISBURSEMENTS
Purchases of Certificates held by USA 1000.0 700.0 1,000.0
Distributions of Interest 691.0 695.2 697.6
Distributions of Principal 2,738.5 1,361.5 750.0
Distributions of Amounts from
Subordinated Accounts 21.5 8.2 4.1
Distributions of Service Fees 51.2 62.9 60.3
-------- -------- --------
TOTAL CASH DISBURSEMENTS 4,502.2 2,827.8 2,512.0
-------- -------- --------
(CASH DISBURSEMENTS IN EXCESS
OF CASH RECEIPTS) CASH RECEIPTS IN
EXCESS OF CASH DISBURSEMENTS (68.9) (22.9) (15.5)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 98.0 120.9 136.4
-------- -------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 29.1 $ 98.0 $ 120.9
======== ======== ========
See Notes to Financial Statements
8
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of CARCO Auto Loan Master Trust (the "Trust") are
prepared on the basis of cash receipts and disbursements, which is a
comprehensive basis of accounting other than generally accepted accounting
principles. The primary difference from the accrual basis to this basis is
that the financial statements do not record accrued interest receivable on
the Receivables or accrued interest payable on the Certificates from the most
recent Distribution Date to the balance sheet date.
Derivative Financial Instruments
The Trust uses 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
Short-term instruments with a maturity of less than 30 days when purchased
are considered to be cash equivalents. The Trust received certain cash
deposits from Chrysler Financial Corporation, now known as Chrysler Financial
Company L.L.C. ("CFC") which are held as liquidity and credit enhancement
reserves and invested in short-term instruments. Under the Sale and Servicing
Agreement, the servicer is required to convey principal and interest
collections to the Trust within two business days after their receipt. The
Trust invests these collections in short-term instruments pending
distribution. If CFC maintains a short-term rating of at least A-1 by
Standard & Poor's and P-1 by Moody's the servicer may convey the principal
and interest collections to the Trust on a monthly basis. In May 1998, CFC
met the rating requirements and the servicer began to convey collections to
the Trust on a monthly basis.
NOTE 3 - RELATED PARTIES
U.S. Auto Receivables Company ("USA") is a wholly-owned subsidiary of CFC. On
December 31, 1995, CCC merged with and into Chrysler Financial Corporation,
now known as Chrysler Financial Company L.L.C.. On November 12, 1998, CFC's
parent, Chrysler Corporation became a wholly-owned subsidiary of
DaimlerChrysler Aktiengesellscchaft ("Daimler") and on November 17, 1998,
Chrysler Corporation changed its name to DaimlerChrysler Corporation
("DaimlerChrysler").
9
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - SALES OF CERTIFICATES
The following Certificates were issued by the Trust evidencing undivided
interests in certain assets of the Trust:
<TABLE>
<CAPTION>
Issue Principal Amount
Date Series Description (in millions)
- ----- ------------------ ----------------
<S> <C> <C>
8/91 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3 $750.0 (1)
10/91 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4 $500.0 (1)
12/91 Money Market Auto Loan Asset Backed Certificates, Series A $300.0 (1)
3/92 Money Market Auto Loan Asset Backed Certificates, Series B $350.0 (1)
5/92 Money Market Auto Loan Asset Backed Certificates, Series C $150.0 (1)
7/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1 $400.0 (1)
10/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2 $400.0 (1)
2/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1 $250.0 (1)
11/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
Class A-1 Money Market Extendible Certificates $288.5 (1)
Class A-1 Money Market Extendible Certificates $111.5 (1)
Class A-2 Medium Term Certificates $100.0 (1)
10/94 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1 $500.0
12/94 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2 $500.0 (1)
12/94 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3 $350.0 (1)
1/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1 $600.0 (1)
3/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2 $600.0
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3 $500.0 (1)
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4 $500.0 (1)
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A $500.0 (1)
12/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5 $250.0
11/96 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1 $500.0
12/96 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2 $500.0
8/97 6.689% Auto Loan Asset Backed Certificates, Series 1997-1 $700.0
7/98 Floating Rate Auto Loan Asset Backed Certificates, Series 1998-1
Class A-1 Certificates $500.0
Class A-2 Certificates $500.0
<FN>
(1) Series matured prior to December 31, 1998. Refer to Note 5 for further
details.
Receivables in excess of total investor's certificates outstanding at
December 31, 1998 and 1997 are represented by Certificates held by USA.
</TABLE>
10
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS
Expected
Interest Interest Principal Maturity
Series Rate Payments Payments(1) Date(2)
- ------ -------- -------- ----------- --------
91-3 7 7/8% Semi-Annually 8/1996 Matured
92-2 LIBOR + 0.35% Monthly 10/1997 Matured
93-1 LIBOR + 0.28% Monthly 2/1998 Matured
93-2 A-1 Comm Paper + 0.075% Monthly 11/1997(3) Matured
A-1 Comm Paper + 0.075% Monthly 11/1998 Matured
A-2 LIBOR + 0.26% Monthly 11/1998 Matured
94-1 LIBOR + 0.18% Monthly -- 10/1999
94-2 7 7/8% Semi-Annually 8/1997 Matured
94-3 8 1/8% Annually 11/1997 Matured
95-1 LIBOR + 0.16% Monthly 7/1998 Matured
95-2 LIBOR + 0.13% Monthly -- 3/2000
95-3 Fed Funds + 0.25% Monthly 6/1998 Matured
95-4 Fed Funds + 0.26% Monthly 5/1998 Matured
95-4A Fed Funds + 0.26% Monthly 7/1998 Matured
95-5 Comm Paper + 0.1875% Monthly -- 2/2000
96-1 LIBOR + 0.135% Monthly -- 11/2003
96-2 LIBOR + 0.05% Monthly -- 12/2001
97-1 6.689%(4) Monthly -- 8/2004
98-1 A-1 LIBOR + 0.04% Monthly -- 6/2001
A-2 LIBOR + 0.08% Monthly -- 6/2003
(1) The dates listed are the Distribution Dates on which the principal of the
Certificates were paid.
(2) The date listed is the Distribution Date on which the principal of the
Certificates is scheduled to be paid, however, the principal of the
Certificates may be paid earlier under certain circumstances described in
the related prospectus.
(3) In November 1997, $111.5 million of principal on Series 1993-2 was paid
to Certificateholders.
(4) In connection with this Series, the Trust entered into an interest rate
swap agreement with AIG Financial Products Corporation ("AIG"), the
notional amount of which is equal to the principal amount of the related
Certificates. Under this agreement, AIG paid the Trust interest at the
Certificate Rate, and the Trust paid interest to AIG based on a floating
rate of LIBOR plus 0.25%.
11
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
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.
NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Instruments
The estimated fair value of financial instruments have been determined using
available market information and valuation methodologies as described below.
However, considerable judgment is required in interpreting market data to
develop the estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that could be realized
in a current market exchange. The use of different market assumptions or
valuation methodologies may have a material effect on the estimated fair
value amounts.
The carrying amounts and estimated fair values of the Trust's financial
instruments were as follows (in millions of dollars):
December 31, 1998 December 31, 1997
-------------------- ------------------
Carrying Fair Carrying Fair
Amounts Value Amounts Value
------- ----- ------- -----
Cash $ 29.1 29.1 98.0 98.0
Receivables $8,783.1 $8,783.1 $8,020.0 $8,020.0
Asset Backed Certificates $8,783.1 $8,783.1 $8,020.0 $8,020.0
Assumptions and Methodologies
The carrying value of cash and cash equivalents and amounts held for future
distribution approximate market value due to the short maturity of these
instruments.
The carrying value of variable rate receivables was assumed to approximate
fair value since they are priced at current market rates.
The fair value of Asset Backed Certificates was estimated using quoted market
prices for investors' certificates and net realizable value for excess
receivables.
12
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS - continued
Derivative Financial Instruments
The Trust is exposed to the risk of declining interest rates as a result of
financing the acquisition of receivables bearing floating rates with fixed
rate certificates. As described in Note 5, the Trust has entered into
interest rate swap agreements to reduce its exposure to decreases in interest
rates. The interest rate swaps are matched to specific Series of Certificates
issued by the Trust. Under the terms of the agreements the Trust receives
fixed rate interest payments in return for interest payments based on a
variable rate. The weighted average fixed rate received by the Trust was
6.689% and 6.689% at December 31, 1998 and 1997, respectively. The weighted
average floating rate paid was 5.552% and 5.997% at December 31, 1998 and
1997, respectively. The Trust does not enter into derivative financial
instruments for trading purposes.
Interest rate swap differentials are deposited in, or paid from, the
collection account. Funds remaining in the collection account after
distribution to Certificateholders are returned to USA.
The table below summarizes the Trust's position in interest rate swap
agreements (in millions of dollars):
December 31, 1998 December 31, 1997
-------------------- --------------------
Contract Contract
or Unrealized or Unrealized
Notional Gains Notional Gains
Amount (Losses) Amount (Losses)
-------- ---------- -------- ---------
Pay variable interest
rate swaps $ 700.0 $ (9.3) $ 700.0 $ (6.5)
The fair value of the Trust's interest rate swap agreements were based on
market quotes from dealers.
NOTE 8 - RECENT EVENTS
Chrysler Financial Corporation converted from a corporation to a limited
liability company ("LLC") on October 25, 1998. The conversion to an LLC did
not have, and will continue not to have, an effect on day-to-day operations
of the servicer. The new LLC is the surviving legal entity of a merger
between Chrysler Financial Company L.L.C., a newly created Michigan limited
liability company, and Chrysler Financial Corporation. Chrysler Corporation
owned all of the capital stock of Chrysler Financial Corporation.
DaimlerChrysler Corporation (formerly known as Chrysler Corporation) is the
sole member (owner) of Chrysler Financial Company L.L.C. Chrysler Financial
Company L.L.C. succeeded to the operations of Chrysler Financial Corporation
upon the completion of the merger and acquired its assets and assumed debt
and other obligations.
13
<PAGE>
Deloitte &
Touche LLP
- ---------- -------------------------------------------------
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT AUDITORS' REPORT
Shareholder and Board of Directors
Chrysler Financial Company, L.L.C.
Southfield, Michigan
We have audited the accompanying statements of assets, liabilities and equity
arising from cash transactions of CARCO Auto Loan Master Trust as of
December 31, 1998 and 1997, and the related statement of cash receipts and
disbursements for each of the three years in the period ended December 31,
1998. These financial statements are the responsibility of the management of
Chrysler Financial Company, L.L.C. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
As described in Note 1, these financial statements were prepared on the basis
of cash receipts and disbursements, which is a comprehensive basis of
accounting other than generally accepted accounting principles.
In our opinion, such financial statements present fairly, in all material
respects, the assets, liabilities and equity arising from cash transactions
of CARCO Auto Loan Master Trust as of December 31, 1998 and 1997, and its
cash receipts and disbursements for each of the three years in the period
ended December 31, 1998 on the basis of accounting described in Note 1.
/s/ Deloitte & Touche LLP
January 22, 1999
Detroit, MI
- -----------------
Deloitte & Touche
Tohmatsu
International
- -----------------
14
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
There is nothing to report with regard to this item.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There is nothing to report with regard to this item.
ITEM 11. EXECUTIVE COMPENSATION
There is nothing to report with regard to this item.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is nothing to report with regard to this item.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is nothing to report with regard to this item.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. Financial Statements
Financial statements for CARCO Auto Loan Master Trust as follows:
Statement of Assets, Liabilities and Equity - December 31, 1998 and
1997 (page 7 of this report)
Statement of Cash Receipts and Disbursements for the three years ended
December 31, 1998, 1997 & 1996 (page 8 of this report)
Notes to financial statements (pages 9-13 of this report)
Independent Auditors' Report (page 14 of this report)
2. Financial Statement Schedules
All financial statement schedules have been omitted because the
information to be provided therein is included in the financial
statements or the notes thereto.
15
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K - continued
3. Exhibits
--------
(a) The following exhibits are filed as a part of this report:
Exhibit No.
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.
16
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K (continued)
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.
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.
17
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
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.
18
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
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.
4-CC Series 1995-5 Supplement dated as of November 30, 1995,
among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and
Traders Trust Company, as Trustee, and joined in by Societe
Generale, Chicago Branch, as Agent. Filed as Exhibit 4-CC
to the Trust's Annual Report on Form 10-K for the year
ended December 31, 1995, and incorporated herein by
reference.
4-DD Agreement of Resignation, Appointment and Acceptance dated
as of August 23, 1996, by and among U.S. Auto Receivables
Company, Chrysler Financial Corporation, Manufacturers and
Traders Trust Company, and The Bank of New York. Filed as
Exhibit 4-DD to the Trust's Quarterly Report on Form 10-Q
for the period ended September 30, 1996, and incorporated
herein by reference.
4-EE Series 1996-1 Supplement dated as of September 30, 1996,
among U.S. Auto Receivables Company, as Seller, Chrysler
Financial Corporation, as Servicer, and The Bank of New
York, as Trustee. Filed as Exhibit 4-EE to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1996, and incorporated herein by reference.
19
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K (continued)
4-FF Series 1996-2 Supplement dated as of November 30, 1996,
among U.S. Auto Receivables Company, as Seller, Chrysler
Financial Corporation, as Servicer, and The Bank of New
York, as Trustee. Filed as Exhibit 4-FF to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1996, and incorporated herein by reference.
4-GG Series 1997-1 Supplement dated as of July 24, 1997, among
U.S. Auto Receivables Company as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-GG to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30,
1997, and incorporated herein by reference.
4-HH Series 1998-1 Supplement dated as of June 16, 1998, among
U.S. Auto Receivables Company, as Seller, Chrysler
Financial Corporation, as Servicer, and The Bank of New
York, as Trustee. Filed as Exhibit 4-HH to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1998 and incorporated herein by reference.
23 Consent of Deloitte & Touche LLP.
27 Financial Data Schedule.
(b) No reports on Form 8-K were filed by the Trust during the
last quarter of the period covered by this report.
20
<PAGE>
CARCO AUTO LOAN MASTER TRUST
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 Financial Company L.L.C., as Servicer
----------------------------------------------
Date: March 5, 1999 By: /s/ David H. Olsen
----------------------------------------------
David H. Olsen, Vice President and Controller
Principal Accounting Officer
21
<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.
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.
E-4
<PAGE>
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
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.
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.
E-5
<PAGE>
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
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.
4-CC Series 1995-5 Supplement dated as of November 30, 1995,
among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and
Traders Trust Company, as Trustee, and joined in by Societe
Generale, Chicago Branch, as Agent. Filed as Exhibit 4-CC
to the Trust's Annual Report on Form 10-K for the year
ended December 31, 1995, and incorporated herein by
reference.
4-DD Agreement of Resignation, Appointment and Acceptance
dated as of August 23, 1996, by and among U.S. Auto
Receivables Company, Chrysler Financial Corporation,
Manufacturers and Traders Trust Company, and The Bank of
New York. Filed as Exhibit 4-DD to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30,
1996, and incorporated herein by reference.
4-EE Series 1996-1 Supplement dated as of September 30,
1996, among U.S. Auto Receivables Company, as Seller,
Chrysler Financial Corporation, as Servicer, and The Bank
of New York, as Trustee. Filed as Exhibit 4-EE to the
Trust's Annual Report on Form 10-K for the year ended
December 31, 1996, and incorporated herein by reference.
4-FF Series 1996-2 Supplement dated as of November 30, 1996,
among U.S. Auto Receivables Company, as Seller, Chrysler
Financial Corporation, as Servicer, and The Bank of New
York, as Trustee. Filed as Exhibit 4-FF to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1996, and incorporated herein by reference.
E-6
<PAGE>
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-GG Series 1997-1 Supplement dated as of July 31, 1997,
among U.S. Auto Receivables Company, as Seller, Chrysler
Financial Corporation, as Servicer, and The Bank of New
York, as Trustee. Filed as Exhibit 4-GG to the Trust's
Quarterly Report on Form 10-Q for the period ended
September 31, 1997, and incorporated herein by reference.
4-HH Series 1998-1 Supplement dated as of June 16, 1998, among
U.S. Auto Receivables Company, as Seller, Chrysler
Financial Corporation, as Servicer, and The Bank of New
York, as Trustee. Filed as Exhibit 4-HH to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1998 and incorporated herein by reference.
23 Consent of Deloitte & Touche LLP.
27 Financial Data Schedule.
E-7
Deloitte &
Touche LLP
- ---------- -------------------------------------------------
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
333-38873 and 33-55795 of CARCO Auto Loan Master Trust on Form S-3 of our
report dated January 22, 1999 (which expresses an unqualified opinion and
includes an explanatory paragraph relating to the basis of accounting
described in Note 1), appearing in the Annual Report on Form 10-K of CARCO
Auto Loan Master Trust for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
January 22, 1999
Detroit, MI
- -----------------
Deloitte & Touche
Tohmatsu
International
- -----------------
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