<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
____________________
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23, 1996
------------
CATERPILLAR FINANCIAL FUNDING CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in governing instruments)
Nevada 333-2988 88-0342613
- --------------- ---------------- ---------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
organization)
Greenview Plaza, 2950 East Flamingo Road, Suite E-4, Las Vegas, NV 89121
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 735-2514
--------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address if changed since last report)
Exhibit Index located at Page 2
<PAGE>
Items 1 through 4, Item 6 and Item 8 are not included because they are not
applicable.
ITEM 5. OTHER EVENTS.
On May 22, 1996, the Registrant caused the issuance and sale by
Caterpillar Financial Asset Trust 1996-A (the "Issuer") of (i) Class A-1,
Class A-2 and Class A-3 Asset Backed Notes (the "Notes") pursuant to an
Indenture dated as of May 1, 1996 between the Issuer and The First National
Bank of Chicago and (ii) Asset Backed Certificates (the "Certificates," and
together with the Notes, the "Securities") pursuant the Amended and Restated
Trust Agreement dated as of May 1, 1996 between the Registrant and Chemical
Bank Delaware. In connection with the sale of the Securities, the Registrant
had been advised by Merrill Lynch Pierce, Fenner & Smith Inc. ("Merrill
Lynch") that it furnished to prospective investors a certain ABS term sheet
(the "Term Sheet") with respect to the Securities following the effective date
of Registration Statement No. 333-2988 but prior to the availability of a final
Prospectus Supplement and Prospectus relating to the Securities.
On May 16, 1996, the Registrant filed the form of the Term Sheet
that it believed had been used by Merrill Lynch with the Commission on Form
8-K (the "Filed Term Sheet"). On May 22, 1996, the Registrant became aware
that the cover of the Filed Term Sheet did not correspond to the cover of the
Term Sheet actually distributed to investors. Therefore, the Registrant
hereby files a revised Term Sheet reflecting the actual Term Sheet
distributed to investors on May 13, 1996. The only difference between the
Filed Term Sheet and the Term Sheet filed herewith are the first two pages.
The filed Term Sheet was preliminary and has been superseded in its
entirety by the Term Sheet and the final Prospectus and Prospectus Supplement
relating to the Securities and maybe superceded by any other information
subsequently filed with the commission. In addition, information in the
Term Sheet was preliminary and has been superseded by the final Prospectus
Supplement and Prospectus relating to the Securities and may be superseded by
any other information subsequently filed with the Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
List below the financial statements, PRO FORMA financial information and
exhibits, if any, filed as part of this report.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable
(c) EXHIBITS.
Sequentially
Exhibit Numbered
Number Exhibit Page
99.1 Term Sheet prepared 4
in connection with the sale of
Caterpillar Financial Asset Trust
1996-A Securities by the
Merrill Lynch
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CATERPILLAR FINANCIAL ASSET TRUST 1996-A
(Issuer)
CATERPILLAR FINANCIAL FUNDING CORPORATION,
Registrant
May 23, 1996
By: /s/ Scott E. Harris
Name: Scott E. Harris
Title: President
<PAGE>
Exhibit 99.1
ABS Term Sheet
The information contained in the attached materials is referred to as the
"Information".
The attached Term Sheet has been prepared by Caterpillar Financial Services
Corporation. Neither Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") nor any of its affiliates makes any representation as to the
accuracy or completeness of the information herein. The information
contained herein is preliminary and will be superseded by the applicable
prospectus supplement and by any other information subsequently filed with
the Securities and Exchange Commission.
The information contained herein will be superseded by the description of the
collateral pool contained in the prospectus supplement relating to the
securities.
The Information addresses only certain aspects of the applicable security's
characteristics and thus does not provide a complete assessment. As such,
the Information may not reflect the impact of all structural characteristics
of the security. The assumptions underlying the Information, including
structure and collateral, may be modified from time to time to reflect
changed circumstances.
Although a registration statement (including the prospectus) relating to the
securities discussed in this communication has been filed with the Securities
and Exchange Commission and is effective, the final prospectus supplement
relating to the securities discussed in this communication has not been filed
with the Securities and Exchange Commission. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities discussed in this communication in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the securities discussed in this communication for
definitive information on any matter discussed in this communication. Any
investment decision should be based only on the data in the prospectus and
the prospectus supplement ("Offering Documents") and the then current version
of the Information. Offering Documents contain data that is current as of
their publication dates and after publication may no longer be complete or
current. A final prospectus and prospectus supplement may be obtained by
contacting the Merrill Lynch Trading Desk at (212) 449-3659.
<PAGE>
SUBJECT TO REVISION
TERM SHEET DATED MAY 13, 1996
CATERPILLAR FINANCIAL ASSET TRUST 1996-A
THE NOTES REPRESENT OBLIGATIONS OF, AND THE CERTIFICATES REPRESENT
BENEFICIAL INTERESTS IN, THE ISSUER ONLY AND DO NOT REPRESENT OBLIGATIONS OF OR
INTERESTS IN CATERPILLAR FINANCIAL FUNDING CORPORATION, CATERPILLAR FINANCIAL
SERVICES CORPORATION, CATERPILLAR INC. OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE SECURITIES NOR THE RECEIVABLES ARE ISSUED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY.
THIS TERM SHEET CONTAINS STRUCTURAL AND COLLATERAL INFORMATION WITH RESPECT
TO THE NOTES AND THE CERTIFICATES; HOWEVER, THIS TERM SHEET DOES NOT CONTAIN
COMPLETE INFORMATION WITH RESPECT TO THE OFFERING OF THE NOTES AND THE
CERTIFICATES. THE INFORMATION HEREIN IS PRELIMINARY AND WILL BE SUPERSEDED BY
THE INFORMATION CONTAINED IN THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
ADDITIONAL INFORMATION WILL BE CONTAINED IN THE PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS. PURCHASERS ARE URGED TO READ BOTH THE PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS.
THIS TERM SHEET SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SALES OF THE NOTES
AND THE CERTIFICATES MAY NOT BE CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED
BOTH THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
<PAGE>
This Term Sheet will be superseded in its entirety by the information
appearing in the Prospectus Supplement and the Prospectus. All capitalized terms
used herein as defined terms and not otherwise defined herein shall have the
meanings assigned to such terms in the Prospectus Supplement and the Prospectus.
<TABLE>
<S> <C>
ISSUER....................... Caterpillar Financial Asset Trust 1996-A (the "Trust" or the
"Issuer").
SELLER....................... Caterpillar Financial Funding Corporation (the "Seller").
SERVICER..................... Caterpillar Financial Services Corporation (the "Servicer"
or "CFSC").
THE NOTES.................... Class A-1 % Money Market Asset Backed Notes (the "A-1
Notes") in the aggregate principal amount of $85,000,000.
Class A-2 % Asset Backed Notes (the "A-2 Notes") in the
aggregate principal amount of $139,000,000.
Class A-3 % Asset Backed Notes (the "A-3 Notes";
together with the A-1 Notes and the A-2 Notes, the "Notes")
in the aggregate principal amount of $133,021,000.
THE CERTIFICATES............. % Asset Backed Certificates (the "Certificates"; together
with the Notes, the "Securities") in the aggregate
principal amount of $14,876,157.
TERMS OF THE NOTES
A. INTEREST................. The Class A-1, Class A-2 and Class A-3 Notes will bear
interest at fixed rates calculated on the basis of a 360-day
year of twelve 30-day months. Interest on the outstanding
principal amount of the Notes will accrue from and including
the most recent Distribution Date on which interest has been
paid (or, in the case of the initial Distribution Date, from
and including the Closing Date) to but excluding the
following Distribution Date and will be payable on the 25th
day of each calendar month (or if any such date is not a
business day, on the next succeeding business day) (each, a
"Distribution Date") commencing June 25, 1996.
B. PRINCIPAL PAYMENTS....... Principal of each Class of the Notes will be payable on each
Distribution Date in an amount calculated as the applicable
percentage set forth herein of the Principal Distribution
Amount for such Distribution Date (to the extent of funds
available therefor as described herein). "Principal
Distribution Amount" means, with respect to any Distribu-
tion Date, the sum of the following amounts, without
duplication, with respect to the preceding calendar month (a
"Collection Period"): (i) that portion of all collections on
the Receivables (including any Liquidation Proceeds and any
amounts received from Dealers with respect to Receivables)
allocable to principal; (ii) the amount of Realized Losses
for the related Collection Period (except to the extent
included in (iii) below); and (iii) the Principal Balance of
each Receivable that the Servicer became obligated to
purchase or that the Seller became obligated to repurchase
during the related Collection Period (except to the extent
included in (i) above). "Realized Losses" means, with
respect to any Collection Period, (i) the excess of the
Principal Balance of the Liquidated Receivables over
Liquidation Proceeds for such Collection Period to the
extent allocable to principal and (ii) amounts payable by
Dealers with respect to Over-Rate Receivables which are
deemed uncollectible by the Servicer.
</TABLE>
2
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<TABLE>
<S> <C>
100% of the Principal Distribution Amount will be payable to
the Class A-1 Notes until the Class A-1 Notes have been paid
in full, and then 100% of the Principal Distribution Amount
will be payable to the Class A-2 Notes until the Class A-2
Notes have been paid in full. After the A-1 Notes and the
A-2 Notes have been paid in full, principal of the A-3 Notes
will be payable, until the A-3 Notes have been paid in full,
in an amount equal to the A-3 Noteholders' Percentage of the
difference between (i) the Principal Distribution Amount for
such Distribution Date, and (ii) any portion of the
Principal Distribution Amount applied on such Distribution
Date to reduce the outstanding principal amount of the A-1
Notes or A-2 Notes to zero.
"A-3 Noteholders' Percentage" means 96%; PROVIDED, HOWEVER,
that if the amount on deposit in the Reserve Account is less
than the lesser of (i) 2.25% of the Initial Pool Balance and
(ii) the sum of (x) the outstanding principal amount of the
Notes and (y) the Certificate Balance, then, with respect to
each Distribution Date thereafter, the A-3 Noteholders'
Percentage shall be 100%.
In addition, on any Distribution Date on and after the May
1998 Distribution Date, any amounts on deposit in the
Reserve Account in excess of the Specified Reserve Account
Balance for such Distribution Date shall be paid as
principal of the A-2 Notes, until the A-2 Notes have been
paid in full, and then paid as principal of the A-3 Notes,
until the A-3 Notes have been paid in full.
C. A-1 NOTE FINAL SCHEDULED
DISTRIBUTION DATE........ May 1997 Distribution Date.
D. A-2 NOTE FINAL SCHEDULED
DISTRIBUTION DATE........ July 1999 Distribution Date.
E. A-3 NOTE FINAL SCHEDULED
DISTRIBUTION DATE........ May 2002 Distribution Date.
F. OPTIONAL PREPAYMENT...... The A-3 Notes will be prepayable in whole, but not in part,
if the Servicer exercises its option to purchase the
Receivables, which option may be exercised when the Pool
Balance has been reduced to 10% or less of the Initial Pool
Balance.
TERMS OF THE CERTIFICATES
A. GENERAL.................. The Certificates will be issued in fully registered,
certificated form. Purchasers of the Certificates and their
assignees must represent that they are United States
Persons, and each must provide a certification of
non-foreign status under penalties of perjury.
B. INTEREST................. The Certificates will bear interest at % per annum,
payable monthly at one-twelfth of such annual rate on each
Distribution Date. Interest on the outstanding Certificate
Balance will accrue from and including the most recent
Distribution Date on which interest was paid (or in the case
of the initial Distribution Date, the Closing Date) to but
excluding the following Distribution Date. Interest will be
calculated on the basis of a 360-day year of twelve 30-day
months.
C. PRINCIPAL................ Principal of the Certificates will be payable on each
Distribution Date on or after the Distribution Date on which
the A-1 Notes and the A-2 Notes have been paid in full, in
an amount generally equal to the
</TABLE>
3
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<TABLE>
<S> <C>
Certificateholders' Percentage of the Principal Distribution
Amount to the extent of funds available therefor in
accordance with the priority of distributions set forth
below. "Certificateholders' Percentage" means 100% minus the
A-3 Noteholders' Percentage (if any A-3 Notes are
outstanding).
The rights of the Certificateholders to receive
distributions with respect to the Certificates on any
Distribution Date will be subordinated to the rights of the
Noteholders to receive payments of interest on and princi-
pal of the Notes on such Distribution Date. The
Certificateholders will not receive any distribution on any
Distribution Date until the full amount of interest on and
principal required to be paid on the Notes on such
Distribution Date has been deposited in the Note
Distribution Account.
D. CERTIFICATE FINAL
SCHEDULED DISTRIBUTION
DATE..................... May 2002 Distribution Date.
E. OPTIONAL PURCHASE........ On any Distribution Date on which the Servicer exercises its
option to purchase the Receivables, which option may be
exercised when the Pool Balance has been reduced to 10% or
less of the Initial Pool Balance, the Certificateholders
will be repaid.
PRIORITY OF
DISTRIBUTIONS.............. Distributions of the Total Distribution Amount shall be made
on each Distribution Date in the following order of
priority:
(i) to the Servicer (if CFSC or an affiliate is not the
Servicer), the Servicing Fee and all unpaid Servicing Fees
from prior Collection Periods;
(ii) to the Administrator, the Administration Fee and all
unpaid Administration Fees from prior Collection Periods;
(iii) interest to the Noteholders;
(iv) principal to the A-1 Noteholders, the A-2 Noteholders,
and the A-3 Noteholders, as described herein;
(v) interest to the Certificateholders, as described herein;
(vi) principal to the Certificateholders, as described
herein;
(vii) to the Servicer (if CFSC or an affiliate is the
Servicer), the Servicing Fee and all unpaid Servicing Fees
from prior Collection Periods; and
(viii) to the Reserve Account, the remaining Total
Distribution Amount.
Notwithstanding the foregoing, if an Event of Default has
occurred and the maturity of the Notes has been accelerated
the Certificateholders will not be entitled to receive any
distributions of interest or principal until the Notes have
been paid in full.
Funds will be withdrawn from amounts on deposit in the
Reserve Account to the extent that the Total Distribution
Amount (after the payment of the Servicing Fee (if CFSC or
an affiliate is not the Servicer) and the Administration
Fee) with respect to any Collection Period is less than the
amounts payable to Noteholders and funds in the amount of
such deficiency will be paid to Noteholders. In addition,
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
funds will be withdrawn from amounts on deposit in the
Reserve Account to the extent that the portion of the Total
Distribution Amount remaining after the payment of the
Servicing Fee (if CFSC or an affiliate is not the Servicer)
and the Administration Fee and the amounts payable to
Noteholders is less than the amounts payable to
Certificateholders, and funds in the amount of such
deficiency will be paid to Certificateholders.
Notwithstanding the foregoing, if on any Distribution Date
on which any Notes are outstanding the amount on deposit in
the Reserve Account is less than 0.75% of the Pool Balance
as of the end of the preceding Collection Period, then funds
will be withdrawn from the Reserve Account only to the
extent needed to pay the interest due on the Notes and the
Certificates and no funds from the Reserve Account will be
applied on such Distribution Date to principal of the Notes
or the Certificates; PROVIDED, HOWEVER, that this
restriction on withdrawals shall be inapplicable if an Event
of Default has occurred which resulted in acceleration of
the Notes.
"Certificate Balance" equals, on the Closing Date,
$14,876,157 and, thereafter, equals $14,876,157, reduced by
all amounts allocable to principal previously distributed to
Certificateholders and by all losses exceeding amounts on
deposit in the Reserve Account.
"Total Distribution Amount" means, with respect to any
Distribution Date, the sum of the aggregate collections
(including any Liquidation Proceeds, any Purchase Amounts
paid by the Seller and the Servicer and any amounts received
from Dealers with respect to Receivables) received in
respect of the Receivables during the related Collection
Period and Investment Earnings on the Trust Accounts during
such Collection Period. The Total Distribution Amount on any
Distribution Date shall exclude all payments and proceeds
(including any Liquidation Proceeds and any amounts received
from Dealers with respect to Receivables) of (i) any
Receivables the Purchase Amount of which has been included
in the Total Distribution Amount in a prior Collection
Period, (ii) any Liquidated Receivable after and to the
extent of the reassignment of such Liquidated Receivable by
the Trust to the Seller and (iii) any Servicer's Yield.
RESERVE ACCOUNT.............. The Reserve Account will be created with an initial deposit
by the Seller of at least $17,665,115, which will be
augmented on each Distribution Date by the deposit therein
of the Total Distribution Amount remaining after payment of
the Servicing Fee and the Administration Fee and the amounts
payable to Noteholders and Certificateholders on such
Distribution Date.
Prior to the May 1998 Distribution Date, amounts on deposit
in the Reserve Account in excess of the Specified Reserve
Account Balance for such Distribution Date will be released
to the Seller and, on and after the May 1998 Distribution
Date, such excess will be paid to the A-2 Noteholders as a
payment of principal (until the A-2 Notes have been paid in
full) and then to the A-3 Noteholders as a payment of
principal (until the A-3 Notes have been paid in full). The
"Specified Reserve Account Balance" with respect to any
Distribution Date will be equal to the greater of (a) 4.75%
of the Pool Balance as of the close of business on the last
day of the preceding Collection Period and (b) $8,367,686
(or such greater percentage or amount as may be set
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
forth in the Sale and Servicing Agreement); PROVIDED,
HOWEVER, that the amount in clause (a) with respect to a
Distribution Date (referred to herein as the "Current
Distribution Date") shall be equal to the amount calculated
for such clause (c) for the Distribution Date immediately
preceding such Current Distribution Date if any of the
following events occur: (i) the aggregate of the Realized
Losses realized from the Cut-off Date through the end of the
Collection Period preceding such Current Distribution Date
exceeds the amount equal to 2.25% of the Initial Pool
Balance; (ii) the sum of (x) 12 times the Realized Losses
realized during the Collection Period immediately preceding
such Current Distribution Date plus (y) the aggregate
Principal Balance as of the last day of the Collection
Period immediately preceding such Current Distribution Date
of all Receivables which have not yet been liquidated as to
which the Financed Equipment securing such Receivables has
been repossessed exceeds the amount equal to 2.00% of the
Pool Balance at the beginning of such Collection Period; or
(iii) the aggregate amount of scheduled payments that are
delinquent by more than 60 days as of the end of the
Collection Period immediately preceding such Current
Distribution Date exceeds an amount equal to 3.75% of the
Pool Balance as of the end of such Collection Period;
PROVIDED, FURTHER, that the Specified Reserve Account
Balance shall not exceed the sum of the outstanding
aggregate principal amount of the Notes and the
Certificates, and that upon payment of all the interest and
principal due on the Notes and the Certificates, the
Specified Reserve Account Balance shall be zero.
SERVICING FEE................ The Servicer shall receive a fee for each Collection Period
equal to 1.0% per annum of the Pool Balance as of the first
day of such Collection Period (the "Servicing Fee") (in
accordance with the priority of distributions set forth
herein), plus the Servicer's Yield. The Servicer's Yield
represents amounts actually collected by the Servicer on
account of late fees, taxes, and other charges.
ERISA CONSIDERATIONS......... The Notes are eligible for purchase with "plan assets" of
any Plan. A fiduciary or other person contemplating
purchasing the Notes on behalf of or with plan assets should
carefully review with its legal advisors whether the
purchase or holding of the Notes could give rise to a
transaction prohibited or not otherwise permissible under
ERISA or Section 4975 of the Internal Revenue Code.
The Certificates may not be acquired by, on behalf of or
with plan assets.
LEGAL INVESTMENT............. The A-1 Notes will be eligible securities for purchase by
money market funds under paragraph (a)(5) of Rule 2a-7 under
the Investment Company Act of 1940, as amended.
RATINGS...................... It is a condition to the issuance of the Securities that
each Class of the Notes be rated in the highest investment
rating category by each of Standard & Poor's Ratings
Services and Moody's Investors Service, Inc. and that the
Certificates be rated at least "A" by S&P and at least "A3"
by Moody's.
</TABLE>
6
<PAGE>
THE RECEIVABLES POOL
The pool of Receivables (the "Receivables Pool") will include the
Receivables purchased pursuant to the Purchase Agreement with an aggregate
Principal Balance of $371,897,157 as of May 1, 1996 (the "Cut-off Date").
The Receivables were selected from the entire U.S. ISC Portfolio (other than
receivables previously sold to trusts under prior asset-backed securitizations
which CFSC continues to service which are otherwise included in the U.S. ISC
Portfolio) using several criteria, some of which are set forth in the Prospectus
under "The Receivables Pools," as well as that each Receivable (i) has a stated
maturity of not earlier than September 1996 or later than April 2001, (ii) has
an annual percentage rate of interest (based on its Principal Balance) ("APR")
of at least 6.00% and (iii) is not more than 31 days past due as of the Cut-off
Date. As of the Cut-off Date, no Obligor on any Receivable was noted in the
related records of the Servicer as being in default under the related
Installment Sales Contract or as being the subject of a bankruptcy proceeding.
No selection procedures believed by CFSC or the Seller to be adverse to the
Noteholders or the Certificateholders were used in selecting the Receivables.
The composition of the Receivables and the distribution of the Receivables
by APR, new and used equipment, equipment type, industry application, payment
frequency and remaining Principal Balance as of the Cut-off Date are set forth
in the following tables. Amounts and percentages are based on the Principal
Balance of the Receivables as of the Cut-off Date. The "Principal Balance" of a
Receivable means its original principal balance, as reduced by principal
payments applied in accordance with the actuarial method. The Principal Balance
of an Over-Rate Receivable includes the unamortized purchase premium paid by
CFSC to Dealers. As of the Cut-off Date, the aggregate current Principal Balance
of the Receivables is the Initial Pool Balance.
COMPOSITION OF THE RECEIVABLES
<TABLE>
<CAPTION>
WEIGHTED WEIGHTED
WEIGHTED AVERAGE AVERAGE
AVERAGE APR ORIGINAL TERM REMAINING TERM
OF NUMBER OF (RANGE) (IN (RANGE) (IN AVERAGE
RECEIVABLES POOL BALANCE RECEIVABLES MONTHS) MONTHS) (1) PRINCIPAL BALANCE (RANGE)
- ------------- -------------- ----------- ------------- -------------- --------------------------------
<S> <C> <C> <C> <C> <C>
8.15% $ 371,897,157 4,253 46 (12-60) 42 (4-60) $87,443 ($5,135 - $3,817,494)
</TABLE>
- -------------------
(1) Based on scheduled payments and assuming no prepayments of the Receivables.
DISTRIBUTION BY APR OF THE RECEIVABLES
<TABLE>
<CAPTION>
PERCENT OF
AGGREGATE AGGREGATE
NUMBER OF PRINCIPAL PRINCIPAL
APR RANGE (1) RECEIVABLES BALANCE BALANCE
- --------------------------------------------------------------- ------------- -------------- -----------
<S> <C> <C> <C>
6.00% - 6.49%.................................................. 262 $ 28,539,361 7.67%
6.50 - 6.99.................................................... 593 58,066,975 15.62
7.00 - 7.49.................................................... 434 42,851,958 11.53
7.50 - 7.99.................................................... 349 47,848,446 12.87
8.00 - 8.49.................................................... 363 40,095,686 10.79
8.50 - 8.99.................................................... 572 54,437,593 14.64
9.00 - 9.49.................................................... 647 49,177,706 13.22
9.50 - 9.99.................................................... 555 31,699,369 8.52
10.00 - 10.49.................................................. 289 12,834,485 3.45
10.50 - 10.99.................................................. 125 4,626,877 1.24
11.00 and over................................................. 64 1,718,702 0.45
----- -------------- -----------
Total........................................................ 4,253 $ 371,897,157 100.00%
----- -------------- -----------
----- -------------- -----------
</TABLE>
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(1) CFSC, in conjunction with Caterpillar and its subsidiaries, periodically
offers below market rate financing to Obligors under merchandising programs.
Caterpillar, at the outset of a subsidized transaction, remits to CFSC an
amount equal to the interest differential, which amount is recognized as
income over the term of the related contract. The APR of any Receivable does
not take into account, and the Trust does not have an interest in, any of
such amounts remitted to CFSC by Caterpillar with respect to these
Receivables.
7
<PAGE>
DISTRIBUTION BY NEW AND USED FINANCED EQUIPMENT
<TABLE>
<CAPTION>
PERCENT OF
AGGREGATE AGGREGATE
NUMBER OF PRINCIPAL PRINCIPAL
RECEIVABLES BALANCE BALANCE
------------- -------------- -----------
<S> <C> <C> <C>
New Equipment (1).............................................. 2,958 $ 289,598,368 77.87%
Used Equipment................................................. 1,295 82,298,789 22.13
----- -------------- -----------
Total........................................................ 4,253 $ 371,897,157 100.00%
----- -------------- -----------
----- -------------- -----------
</TABLE>
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(1) Units not previously delivered or sold; rental units of less than 12 months
and 1,000 service meter hours; and units of the current or previous model
year and serial number.
DISTRIBUTION OF THE RECEIVABLES BY TYPE OF FINANCED EQUIPMENT
<TABLE>
<CAPTION>
PERCENT OF
AGGREGATE AGGREGATE
NUMBER OF PRINCIPAL PRINCIPAL
TYPE RECEIVABLES BALANCE BALANCE
- --------------------------------------------------------------- ------------- -------------- -----------
<S> <C> <C> <C>
Lift Trucks.................................................... 326 $ 7,705,281 2.07%
Paving Equipment............................................... 54 5,575,942 1.50
Construction Equipment......................................... 3,873 358,615,934 96.43
----- -------------- -----------
Total........................................................ 4,253 $ 371,897,157 100.00%
----- -------------- -----------
----- -------------- -----------
</TABLE>
DISTRIBUTION BY INDUSTRY APPLICATION OF FINANCED EQUIPMENT
<TABLE>
<CAPTION>
PERCENT OF
AGGREGATE AGGREGATE
NUMBER OF PRINCIPAL PRINCIPAL
INDUSTRY RECEIVABLES BALANCE BALANCE
- --------------------------------------------------------------- ------------- -------------- -----------
<S> <C> <C> <C>
Agriculture, Forestry and Fishing.............................. 226 $ 13,925,218 3.74%
Mining......................................................... 111 24,235,223 6.52
Construction................................................... 2,820 242,940,180 65.32
Manufacturing.................................................. 457 39,510,325 10.62
Transportation/Public Utilities................................ 153 12,081,995 3.25
Wholesale Trade................................................ 170 15,209,978 4.09
Other (1)...................................................... 316 23,994,238 6.46
----- -------------- -----------
Total........................................................ 4,253 $ 371,897,157 100.00%
----- -------------- -----------
----- -------------- -----------
</TABLE>
- -------------------
(1) Other includes retail, financial, insurance and real estate, services, and
public administration.
DISTRIBUTION OF THE RECEIVABLES BY PAYMENT FREQUENCY
<TABLE>
<CAPTION>
PERCENT OF
AGGREGATE AGGREGATE
NUMBER OF PRINCIPAL PRINCIPAL
TYPE RECEIVABLES BALANCE BALANCE
- --------------------------------------------------------------- ------------- -------------- -----------
<S> <C> <C> <C>
Monthly........................................................ 3,483 $ 282,513,937 75.97%
Variable Frequency (1)......................................... 770 89,383,220 24.03
----- -------------- -----------
Total........................................................ 4,253 $ 371,897,157 100.00%
----- -------------- -----------
----- -------------- -----------
</TABLE>
- -------------------
(1) "Variable Frequency" Receivables have monthly payment schedules but permit
the Obligors thereon to skip or reduce payments during certain specified
months which are predetermined at origination. The majority of skip or
reduced payments take place during months coinciding with the cash flow
patterns of the related Obligors. Although there can be no assurance that
the experience on the Variable Frequency Receivables will be comparable,
CFSC has not identified any cash flow pattern resulting from the existence
of Variable Frequency Receivables in the U.S. ISC Portfolio. The Seller
believes that the pattern of principal payments on the Securities will not
be materially affected by the inclusion of Variable Frequency Receivables in
the Trust. See "The Receivables Pools--The Retail Equipment Financing
Business--INSTALLMENT SALES CONTRACTS--CONTRACT TERMS" in the Prospectus.
8
<PAGE>
DISTRIBUTION OF THE RECEIVABLES BY REMAINING PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE
<TABLE>
<CAPTION>
PERCENT OF
AGGREGATE AGGREGATE
NUMBER OF PRINCIPAL PRINCIPAL
REMAINING PRINCIPAL BALANCE RANGE RECEIVABLES BALANCE BALANCE
- --------------------------------------------------------------- ------------- -------------- -----------
<S> <C> <C> <C>
Up to $25,000.................................................. 607 $ 9,373,551 2.52%
$ 25,001 - $ 50,000........................................... 1,258 48,544,865 13.05
$ 50,001 - $ 75,000........................................... 760 46,028,478 12.38
$ 75,001 - $ 100,000........................................... 480 41,858,319 11.26
$100,001 - $ 125,000........................................... 379 42,601,821 11.46
$125,001 - $ 150,000........................................... 291 39,919,918 10.73
$150,001 - $ 175,000........................................... 138 22,274,314 5.99
$175,001 - $ 200,000........................................... 81 15,113,538 4.06
$200,001 - $ 250,000........................................... 97 21,630,047 5.82
$250,001 - $ 300,000........................................... 45 12,289,693 3.30
$300,001 - $ 350,000........................................... 38 12,277,597 3.30
$350,001 - $ 400,000........................................... 21 7,773,489 2.09
$400,001 - $ 450,000........................................... 9 3,813,372 1.03
$450,001 - $ 500,000........................................... 5 2,369,324 0.64
$500,001 - $ 600,000........................................... 6 3,312,434 0.89
$600,001 - $1,000,000.......................................... 25 19,242,112 5.17
Over $1,000,000................................................ 13 23,474,285 6.31
----- -------------- -----------
Totals....................................................... 4,253 $ 371,897,157 100.00%
----- -------------- -----------
----- -------------- -----------
</TABLE>
9
<PAGE>
GEOGRAPHIC DISTRIBUTION OF THE RECEIVABLES
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF AGGREGATE PRINCIPAL AGGREGATE
STATE (1) RECEIVABLES BALANCE PRINCIPAL BALANCE
- ------------------------------------------------------------- ------------- -------------------- -----------------
<S> <C> <C> <C>
Alabama...................................................... 109 $ 9,861,524 2.65%
Alaska....................................................... 28 3,107,548 0.84
Arizona...................................................... 89 7,000,451 1.88
Arkansas..................................................... 116 8,903,106 2.39
California................................................... 281 18,715,199 5.03
Colorado..................................................... 65 6,406,601 1.72
Connecticut.................................................. 29 2,607,866 0.70
Delaware..................................................... 10 643,258 0.17
Florida...................................................... 211 16,536,123 4.45
Georgia...................................................... 184 16,561,826 4.45
Hawaii....................................................... 7 499,537 0.13
Idaho........................................................ 35 2,416,736 0.65
Illinois..................................................... 95 12,575,167 3.38
Indiana...................................................... 64 4,660,022 1.25
Iowa......................................................... 8 4,287,136 1.15
Kansas....................................................... 30 2,932,305 0.79
Kentucky..................................................... 87 12,626,992 3.40
Louisiana.................................................... 88 6,874,146 1.85
Maine........................................................ 2 46,228 0.01
Maryland..................................................... 8 1,678,947 0.45
Massachusetts................................................ 7 479,515 0.13
Michigan..................................................... 233 17,362,733 4.67
Minnesota.................................................... 4 483,204 0.13
Mississippi.................................................. 106 10,177,382 2.74
Missouri..................................................... 70 6,311,425 1.70
Montana...................................................... 39 4,119,580 1.11
Nebraska..................................................... 10 666,707 0.18
Nevada....................................................... 66 9,252,440 2.48
New Hampshire................................................ 3 108,838 0.03
New Jersey................................................... 122 11,905,959 3.20
New Mexico................................................... 21 1,251,287 0.34
New York..................................................... 105 10,769,181 2.90
North Carolina............................................... 176 13,826,707 3.72
North Dakota................................................. 3 232,401 0.06
Ohio......................................................... 257 18,222,991 4.90
Oklahoma..................................................... 45 3,607,443 0.97
Oregon....................................................... 112 9,187,059 2.47
Pennsylvania................................................. 214 12,755,335 3.43
Rhode Island................................................. 1 29,872 0.01
South Carolina............................................... 120 11,224,455 3.02
South Dakota................................................. 8 936,674 0.25
Tennessee.................................................... 111 11,702,830 3.15
Texas........................................................ 327 24,953,502 6.71
Utah......................................................... 87 7,230,168 1.94
Vermont...................................................... 1 93,881 0.03
Virginia..................................................... 147 16,022,395 4.31
Washington................................................... 171 14,019,791 3.77
West Virginia................................................ 43 7,948,805 2.14
Wisconsin.................................................... 67 5,704,919 1.53
Wyoming...................................................... 31 2,368,960 0.64
----- -------------------- ------
Total...................................................... 4,253 $ 371,897,157 100.00%
----- -------------------- ------
----- -------------------- ------
</TABLE>
- -------------------
(1) Based on billing addresses of Obligors.
10
<PAGE>
Unless otherwise specified herein, references herein to percentages of the
Receivables refer in each case to the approximate percentage of the Initial Pool
Balance, based on the Principal Balances of the Receivables as of the Cut-off
Date, and after giving effect to all payments received prior to the Cut-off
Date.
All of the Receivables were Installment Sales Contracts. 4.31% of the
Receivables were originated or arranged by Michigan Cat, a Dealer in Novi,
Michigan, and in the aggregate 17.56% of the Receivables were originated or
arranged by the five largest Dealers. No other Dealer originated or arranged
more than 3.42% of the Receivables. 3.78% of the Receivables were originated or
arranged by Carter Machinery Company, Inc., a Dealer in Salem, Virginia and the
only Dealer owned by Caterpillar.
No single Obligor accounted for more than 1.05% of the Receivables, and the
five largest Obligors accounted for approximately 4.14% of the Receivables.
Approximately 95.67% of the Receivables have related Financed Equipment
manufactured by Caterpillar, and the remaining 4.33% of the Receivables have
related Financed Equipment manufactured by a variety of other sources.
At origination CFSC confirms the applicable loan-to-value ratios of its
receivables. Because of the depreciating nature of the Financed Equipment, and
in light of CFSC's credit loss experience set forth herein with respect to the
U.S. ISC Portfolio, the Seller believes that statistical information relating to
original loan-to-value ratios of the Receivables is not material to investors in
the Securities.
Certain Receivables may be cross-collateralized, being secured by junior
liens on other items of equipment (which may or may not be Financed Equipment)
in addition to first priority liens on the related Financed Equipment, and
certain items of Financed Equipment may secure other receivables of CFSC on a
junior basis (which may or may not be Receivables).
DELINQUENCIES, REPOSSESSIONS AND NET LOSSES
Set forth below is certain information concerning CFSC's experience
pertaining to delinquencies, repossessions and net losses on the entire United
States portfolio of installment sales contracts serviced by CFSC (including
receivables sold which CFSC continues to service) (the "U.S. ISC Portfolio").
Generally, when an account becomes 120 days delinquent, accrual of finance
income is suspended, the collateral is repossessed and the account is designated
for litigation.
Delinquencies, repossessions and net losses on installment sales contracts
are affected by economic conditions generally. Total delinquencies had decreased
from 1991 to 1992 due to increased collection efforts and decreased in 1993 due
to an improving U.S. economy and to CFSC's expansion of its service center and
regional office collection staff and enhanced collection tracking systems.
Fluctuations in the levels of repossessions and net losses from 1991 to 1995
reflect changes in economic conditions generally and in economic conditions of
industries which CFSC's customers serve.
Although the Seller believes that the composition of the Receivables in the
aggregate is representative of the U.S. ISC Portfolio, there can be no assurance
that the delinquency, repossession and net loss experience on the Receivables
will be comparable to that set forth below or that delinquencies, repossessions
and net losses in the future will be comparable to those in the past.
11
<PAGE>
DELINQUENCY EXPERIENCE FOR THE U.S. ISC PORTFOLIO(1)(2)
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------------------------------------------------------------------------------
1991 1992 1993 1994
------------------------ ------------------------ ------------------------ -----------
NUMBER OF NUMBER OF NUMBER OF NUMBER OF
CONTRACTS AMOUNT CONTRACTS AMOUNT CONTRACTS AMOUNT CONTRACTS
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Gross Portfolio.................. 10,685 $ 620.9 9,833 $ 529.0 11,139 $ 638.4 13,692
Unadjusted System Delinquency (3)
31-60 Days..................... 246 $ 11.7 418 $ 28.5 407 $ 25.8 548
over 60 Days................... 945 $ 45.0 994 $ 26.7 418 $ 19.9 406
Total Unadjusted System
Delinquencies.................. 1,191 $ 56.7 1,412 $ 55.2 825 $ 45.7 954
Total Unadjusted System
Delinquencies as a Percent of
the Gross Portfolio............. 11.15% 9.13 % 14.36 % 10.43 % 7.41 % 7.16 % 6.97%
Adjusted Delinquency (4)
31-60 Days..................... N/A N/A N/A N/A 225 $ 9.8 275
over 60 Days................... N/A N/A N/A N/A 308 $ 10.7 271
Total Adjusted Delinquencies..... N/A N/A N/A N/A 533 $ 20.5 546
Total Adjusted Delinquencies as a
Percent of the Gross
Portfolio....................... N/A N/A N/A N/A 4.78 % 3.21 % 3.99%
<CAPTION>
AMOUNT
-----------
<S> <C>
Gross Portfolio.................. $ 882.5
Unadjusted System Delinquency (3)
31-60 Days..................... $ 27.8
over 60 Days................... $ 20.2
Total Unadjusted System
Delinquencies.................. $ 48.0
Total Unadjusted System
Delinquencies as a Percent of
the Gross Portfolio............. 5.44 %
Adjusted Delinquency (4)
31-60 Days..................... $ 12.0
over 60 Days................... $ 13.1
Total Adjusted Delinquencies..... $ 25.1
Total Adjusted Delinquencies as a
Percent of the Gross
Portfolio....................... 2.84 %
</TABLE>
<TABLE>
<CAPTION>
AT DECEMBER 31, 1995 AT MARCH 31, 1995 AT MARCH 31, 1996
---------------------- ------------------------ ----------------------
NUMBER OF NUMBER OF NUMBER OF
CONTRACTS AMOUNT CONTRACTS AMOUNT CONTRACTS AMOUNT
----------- --------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Gross Portfolio................................ 17,354 $ 1,198.8 14,651 $ 960.0 18,400 $ 1,275.1
Unadjusted System Delinquency (3)
31-60 Days................................... 665 $ 38.0 429 $ 31.6 548 $ 31.4
over 60 Days................................. 504 $ 38.3 459 $ 24.9 594 $ 43.7
Total Unadjusted System
Delinquencies................................. 1,169 $ 76.3 888 $ 56.5 1,142 $ 75.1
Total Unadjusted System
Delinquencies as a Percent of the
Gross Portfolio............................... 6.74% 6.36% 6.06 % 5.89 % 6.21 % 5.89%
Adjusted Delinquency (4)
31-60 Days................................... 396 $ 17.1 231 $ 7.6 334 $ 15.6
over 60 Days................................. 387 $ 32.7 295 $ 11.8 423 $ 33.2
Total Adjusted Delinquencies................... 783 $ 49.8 526 $ 19.4 757 $ 48.8
Total Adjusted Delinquencies
as a Percent of the Gross Portfolio........... 4.51 % 4.15% 3.59 % 2.02 % 4.11 % 3.83%
</TABLE>
- ------------------------
(1) Amounts and percentages are based on the gross amount of all unpaid
installments of principal and unearned finance charges scheduled to be paid
on each contract.
(2) Delinquent contracts that have been modified in accordance with CFSC's
credit policies may not be considered to be "delinquent" for purposes of
this table. Such modifications include extensions, restructurings with skip
payments, refinancings, changes of installment due dates, reductions of
interest rates, and partial buyouts. See "The Receivables Pools--The Retail
Equipment Financing Business--EXTENSION/REVISION PROCEDURES" in the
Prospectus. In addition, a contract is no longer considered delinquent and
is no longer included in the U.S. ISC Portfolio upon the repossession of
its related financed equipment. See "The Receivables Pools--The Retail
Equipment Financing Business--REPOSSESSION/WRITEOFF PROCEDURES" in the
Prospectus.
(3) A monthly contract is deemed to be "31-60" or "over 60" days past due if
the amount due is not collected by the last day of the succeeding or next
succeeding month, respectively (I.E., a payment due any time in January is
not considered "31-60" days past due unless the amount due remains
uncollected on February 28).
(4) Adjustments result primarily from the application of payments made but not
allocated by CFSC to the amount then outstanding under delinquent
contracts. Increases or decreases in the contract number or dollar amount
of contracts in a particular delinquency category result from either the
removal of contracts from a particular delinquent status or the shifting of
contracts from one delinquency category to another as a result of the
adjustment process.
12
<PAGE>
CREDIT LOSS/REPOSSESSION EXPERIENCE FOR THE U.S. ISC PORTFOLIO(1)
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
THREE
MONTHS
ENDED MARCH
YEAR ENDED DECEMBER 31, 31,
----------------------------------------------------- -----------
1991 1992 1993 1994 1995 1995(5)
--------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Average Gross Portfolio Outstanding During the Period..... $ 667.9 $ 574.6 $ 568.4 $ 738.5 $ 1,024.5 $ 928.6
Repossessions as a Percent of Average Gross Portfolio
Outstanding (2).......................................... 2.20% 3.64% 2.66% 0.97% 0.98% 1.20%
Net Losses as a Percent of Liquidations (3)(4)............ 1.14% 1.46% 1.22% 0.42% 0.86% 0.35%
Net Losses as a Percent of Average Gross Portfolio
Outstanding (4).......................................... 0.75% 1.11% 0.79% 0.23% 0.45% 0.17%
<CAPTION>
1996(5)
---------
<S> <C>
Average Gross Portfolio Outstanding During the Period..... $ 1,242.0
Repossessions as a Percent of Average Gross Portfolio
Outstanding (2).......................................... 0.87%
Net Losses as a Percent of Liquidations (3)(4)............ 0.40%
Net Losses as a Percent of Average Gross Portfolio
Outstanding (4).......................................... 0.19%
</TABLE>
- ------------------------
(1) Except as indicated, all amounts and percentages are based on the gross
amount of all unpaid installments of principal and unearned finance charges
scheduled to be paid on each contract.
(2) Repossessions prior to the third quarter of 1993 represented all unpaid
principal and finance charges accrued but not collected for contracts
repossessed and terminated during the period, and subsequent to the third
quarter of 1993 represent contracts repossessed and either terminated or in
inventory.
(3) Liquidations represent a reduction in the outstanding balances of the
contracts as a result of cash payments and charge-offs.
(4) Net Losses are equal to the aggregate amount of principal and finance
charges accrued on all contracts which are determined to be uncollectible
plus repossession expenses less (i) in the case of repossessed (but not
liquidated) financed equipment, the estimated proceeds of liquidation of
such equipment, and (ii) in the case of liquidated financed equipment, the
actual proceeds of liquidation of such equipment. With respect to Financed
Equipment which is repossessed in one calendar year and sold in another,
the Net Loss figures for the year of repossession include CFSC's estimate
of loss after giving effect to its estimate of the liquidation proceeds,
and the Net Loss figures in the subsequent calendar year are increased to
reflect the amount by which actual liquidation proceeds are less than such
estimate or are decreased to reflect the amount by which actual liquidation
proceeds exceed such estimate. The Trust receives proceeds of liquidations
but will not have the benefit of subsequent amounts received from Obligors
or others (except for recourse payments from Dealers) with respect to a
contract after the related financed equipment is sold and the related
contract is terminated. The Net Loss figures above give effect to payments
by Dealers on a limited number of the contracts which provide for recourse
to the related Dealers. See "The Receivables Pools--The Retail Equipment
Financing Business--DEALER AGREEMENTS" in the Prospectus and "Certain Legal
Aspects of the Receivables--Dealer Recourse Receivables" in the Prospectus
Supplement.
(5) Rates have been annualized.
13
