Back to GetFilings.com
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended September 30, 1999
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
-------- --------
Commission file number 1-9961
----------
TOYOTA MOTOR CREDIT CORPORATION
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-3775816
- ---------------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
19001 S. Western Avenue
Torrance, California 90509
- ---------------------------------------- -----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 787-1310
-----------------------
Securities registered pursuant to section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -----------------------
5.25% Fixed Rate Medium-Term
Notes due January 19, 2001 New York Stock Exchange
- ---------------------------------------- -----------------------
Securities registered pursuant to Section 12(g) of the Act: None
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]
As of November 30, 1999, the number of outstanding shares of capital
stock, par value $10,000 per share, of the registrant was 91,500, all of which
shares were held by Toyota Motor Sales, U.S.A., Inc.
-1-
PART I
ITEM 1. BUSINESS.
General
Toyota Motor Credit Corporation ("TMCC") is a wholly-owned subsidiary of Toyota
Motor Sales, USA, Inc. ("TMS") and was incorporated in California in 1982 and
commenced operations in 1983. TMCC provides retail leasing, retail and
wholesale financing and certain other financial services to authorized Toyota
and Lexus vehicle and Toyota industrial equipment dealers and their customers
in the United States (excluding Hawaii)and the Commonwealth of Puerto Rico.
TMCC has four wholly-owned subsidiaries, one of which is engaged in the
insurance business, one limited purpose subsidiary formed primarily to acquire
and securitize retail finance receivables, one limited purpose subsidiary
formed primarily to acquire and securitize lease finance receivables and one
subsidiary which provides retail and wholesale financing and certain other
financial services to authorized Toyota and Lexus vehicle dealers and their
customers in the Commonwealth of Puerto Rico. TMCC does business as Toyota
Motor Credit Corporation and Lexus Financial Services and markets products
under the service mark "Toyota Financial Services". TMCC and its wholly-owned
subsidiaries are collectively referred to as the "Company".
Toyota Credit Argentina S.A. ("TCA") provides retail and wholesale financing to
authorized Toyota vehicle dealers and their customers in Argentina. As of
December 13, 1999, TMCC owns a 33% interest in TCA. Banco Toyota do Brasil
("BTB") provides retail and lease financing to authorized Toyota vehicle
dealers and their customers in Brazil. BTB is owned 15% by TMCC. The
remaining interests in TCA and BTB are owned by Toyota Motor Corporation
("TMC"), the ultimate parent of TMCC and TMS.
The Company's earnings are primarily impacted by the level of average earning
assets, comprised primarily of investments in finance receivables and operating
leases, and asset yields as well as outstanding borrowings and the cost of
funds. The Company's business is substantially dependent upon the sale of
Toyota and Lexus vehicles in the United States. Changes in the volume of sales
of such vehicles resulting from governmental action, changes in consumer
demand, changes in pricing of imported units due to currency fluctuations, or
other events, could impact the level of finance and insurance operations of the
Company. To date, the level of the Company's operations has not been
restricted by the level of sales of Toyota and Lexus vehicles.
An operating agreement between TMCC, TMS and Toyota Motor Manufacturing North
America, Inc. ("TMMNA") (the "Operating Agreement"), provides that TMCC will
establish its own financing rates and is under no obligation to TMS to finance
wholesale obligations from any dealers or retail obligations of any customers.
In addition, pursuant to the Operating Agreement, TMS will arrange for the
repurchase of new Toyota and Lexus vehicles financed at wholesale by TMCC at
the aggregate cost financed in the event of dealer default. The Operating
Agreement also specifies that TMS will retain 100% ownership of TMCC as long as
TMCC has any funded debt outstanding and that TMS and TMMNA will make necessary
equity contributions or provide other financial assistance deemed appropriate
to ensure that TMCC maintains a minimum coverage on fixed charges of 1.10 times
such fixed charges in any fiscal quarter. Under the Operating Agreement, all
loans by TMS and TMMNA to TMCC must be subordinated to all other indebtedness
of TMCC. The Operating Agreement does not constitute a guarantee by TMS or
TMMNA of any obligations of TMCC. The fixed charge coverage provision of the
Operating Agreement is solely for the benefit of the holders of TMCC's
commercial paper and extendible commercial notes, and the Operating Agreement
may be amended or terminated at any time without notice to, or the consent of,
holders of other TMCC obligations.
-2-
Retail Leasing
TMCC purchases primarily new vehicle lease contracts originated by Toyota and
Lexus dealers. Lease contracts purchased must first meet TMCC's credit
standards after which TMCC assumes ownership of the leased vehicles and is
generally permitted to take possession of vehicles upon lessee default. TMCC
is responsible for contract collection and administration during the lease
period and for the value of the vehicle at lease maturity if the vehicle is not
purchased by the lessee or dealer. Off-lease vehicles returned to TMCC are
sold through a network of auction sites located throughout the United States as
well as through the internet. TMCC requires lessees to carry fire, theft,
collision and liability insurance on leased vehicles covering the interests of
both TMCC and the lessee. Leasing revenues contributed 76%, 80% and 83% to
total financing revenues for the fiscal years ended September 30, 1999, 1998
and 1997, respectively.
In October 1996, TMCC created Toyota Lease Trust, a Delaware business trust
(the "Titling Trust"), to act as lessor and to hold title to leased vehicles in
specified states in connection with a lease securitization program. TMCC acts
as the servicer for lease contracts purchased by the Titling Trust from Toyota
and Lexus dealers and services such lease contracts in the same manner as
contracts owned directly by TMCC. TMCC holds an undivided trust interest in
lease contracts owned by the Titling Trust, and such lease contracts are
included in TMCC's lease assets, until such time as the beneficial interests in
such contracts are transferred in connection with a securitization transaction.
Retail Financing
TMCC purchases primarily new and used vehicle installment contracts from Toyota
and Lexus dealers. Certain of the used vehicle contracts purchased by TMCC are
"Certified" Toyota and Lexus used vehicle contracts which relate to vehicles
purchased by dealers, reconditioned and certified to meet certain Toyota and
Lexus standards, and sold or leased with an extended warranty from the
manufacturer. Installment contracts purchased must first meet TMCC's credit
standards and thereafter TMCC retains responsibility for contract collection
and administration. TMCC acquires security interests in the vehicles financed
and generally can repossess vehicles if customers fail to meet contract
obligations. Substantially all of TMCC's retail financings are non-recourse
which relieves the dealers from financial responsibility in the event of
repossession. TMCC requires retail financing customers to carry fire, theft
and collision insurance on financed vehicles covering the interests of both
TMCC and the customer. Retail financing revenues contributed 21%, 17% and 14%
to total financing revenues for the fiscal years ended September 30, 1999, 1998
and 1997, respectively.
TMS has historically and continues to sponsor special lease and retail programs
by subsidizing below market lease and retail contract rates.
-3-
A summary of vehicle retail leasing and financing activity follows:
Years Ended September 30,
------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
Contract volume:
Lease................ 249,000 312,000 262,000 276,000 179,000
Retail............... 333,000 282,000 247,000 229,000 170,000
------- ------- ------- ------- -------
Total............. 582,000 594,000 509,000 505,000 349,000
======= ======= ======= ======= =======
Average amount financed:
Lease................ $24,700 $24,600 $24,200 $23,300 $24,800
Retail............... $17,600 $17,100 $16,500 $16,200 $15,100
Outstanding portfolio at
period end ($Millions):
Lease............. $11,605 $11,872 $11,622 $11,917 $9,305
Retail............ $8,916 $7,834 $5,866 $5,105 $4,489
Number of accounts 1,234,188 1,193,000 1,061,000 1,069,000 946,000
Retail receivables and interests in lease finance receivables sold, totaling
$4.1 billion as of September 30, 1999 and $3.3 billion as of September 30,
1998, which TMCC continues to service, are excluded from the outstanding
portfolio amounts in the above table.
Wholesale Financing
TMCC provides wholesale financing primarily to qualified Toyota and Lexus
vehicle dealers to finance inventories of new Toyota and Lexus vehicles and
used Toyota, Lexus and other vehicles. TMCC acquires security interests in
vehicles financed at wholesale, and substantially all such financings are
backed by corporate or individual guarantees from or on behalf of participating
dealers. In the event of dealer default, TMCC has the right to liquidate any
assets acquired and seek legal remedies pursuant to the guarantees. Pursuant
to the Operating Agreement, TMS will arrange for the repurchase of new Toyota
and Lexus vehicles financed at wholesale by TMCC at the aggregate cost financed
in the event of dealer default.
A summary of vehicle wholesale financing activity follows:
Years Ended September 30,
------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
Dealer loans ($Millions)..... $11,093 $9,802 $8,573 $8,017 $7,626
Dealer repayments ($Millions) $10,983 $9,600 $8,684 $8,221 $7,444
Outstanding portfolio at
period end ($Millions).... $855 $746 $563 $668 $886
Average amount financed
per vehicle............... $22,120 $21,562 $20,695 $19,926 $18,999
TMCC also makes term loans to dealers for business acquisitions, facilities
refurbishment, real estate purchases and working capital requirements. These
loans are typically secured with liens on real estate, other dealership assets
and/or personal guarantees of the dealers. Wholesale and other dealer
financing revenues contributed 3% to total financing revenues for each of the
fiscal years ended September 30, 1999, 1998 and 1997.
-4-
Insurance
The principal activities of TMCC's insurance subsidiary, Toyota Motor Insurance
Services, Inc. ("TMIS"), include marketing, underwriting, claims administration
and providing certain coverages related to vehicle service agreements and
contractual liability agreements sold by or through Toyota and Lexus vehicle
dealers and affiliates to customers. In addition, TMIS insures and reinsures
certain TMS and TMCC risks. Income before income taxes from insurance
operations contributed 13%, 16% and 12% to total income before income taxes for
the fiscal years ended September 30, 1999, 1998 and 1997, respectively.
Servicing
TMCC remains as servicer on accounts included in its asset-backed
securitization transactions and is paid a servicing fee.
Funding
Funding to support the Company's level of earning assets is provided by access
to the capital markets as well as earning asset liquidations and funds provided
by operating activities. Capital market funding has generally been in the form
of commercial paper, extendible commercial notes, domestic and euro medium-term
notes and bonds and transactions through the Company's asset-backed
securitization programs.
The Company uses a variety of derivative financial instruments to manage
interest rate and currency exchange exposures. The derivative instruments used
include cross currency and interest rate swap agreements, indexed note swap
agreements and option-based products. The Company does not use any of these
instruments for trading purposes.
Competition and Government Regulations
TMCC's primary competitors for retail leasing and financing are commercial
banks, savings and loan associations, credit unions, finance companies and
other captive automobile finance companies. Commercial banks and other captive
automobile finance companies also provide wholesale financing for Toyota and
Lexus dealers. Competition for the principal products and services provided
through the insurance operations is primarily from national and regional
independent service contract providers. TMCC's strategy is to supplement, with
competitive financing and insurance programs, the overall commitment of TMS to
offer a complete package of services to authorized Toyota and Lexus dealers and
their customers.
-5-
The finance and insurance operations of the Company are regulated under both
federal and state law. A majority of states have enacted legislation
establishing licensing requirements to conduct retail and other finance and
insurance activities. Most states also impose limits on the maximum rate of
finance charges. In certain states, the margin between the present statutory
maximum interest rates and borrowing costs is sufficiently narrow that, in
periods of rapidly increasing or high interest rates, there could be an adverse
effect on the Company's operations in these states if the Company were unable
to pass on increased interest costs to its customers. In addition, state laws
differ as to whether anyone suffering injury to person or property involving a
leased vehicle may bring an action against the owner of the vehicle merely by
virtue of that ownership. To the extent that applicable state law permits such
an action, TMCC may be subject to liability to such an injured party. However,
the laws of most states either do not permit such suits or limit the lessor's
liability to the amount of any liability insurance that the lessee was required
under applicable law to maintain (or, in some states, the lessor was permitted
to maintain), but failed to maintain. TMCC's lease contracts contain
provisions requiring the lessees to maintain levels of insurance satisfying
applicable state law and TMCC maintains certain levels of contingent liability
insurance for protection from catastrophic claims.
The Company's operations are also subject to regulation under federal and state
consumer protection statutes. The Company continually reviews its operations
for compliance with applicable laws. Future administrative rulings, judicial
decisions and legislation may require modification of the Company's business
practices and documentation.
Employee Relations
At November 30, 1999, the Company had approximately 2,873 full-time employees.
The Company considers its employee relations to be good.
Segment Information
Financial information regarding industry segments is set forth in Note 17 of
the Notes to Consolidated Financial Statements.
-6-
Toyota Motor Sales, U.S.A., Inc.
TMS is primarily engaged in the wholesale distribution of automobiles, light
trucks, industrial equipment and related replacement parts and accessories
throughout the United States (excluding Hawaii). Additionally, TMS exports
automobiles and related replacement parts and accessories to Europe, Asia and
United States territories.
TMS' corporate headquarters is located in Torrance, California. TMS has port
facilities, regional sales offices and parts distribution centers located
throughout the United States. Toyota vehicles are distributed in the United
States in twelve regional sales areas, ten of which are operated by or through
TMS and two which are serviced by private distributors who purchase vehicles
directly from TMS and distribute to Toyota dealers within their respective
regions. For the year ended September 30, 1999, these private distributors,
Gulf States Toyota, Inc. of Houston, Texas and Southeast Toyota Distributors,
Inc. of Deerfield Beach, Florida, accounted for approximately 30% of the
Toyota vehicles sold in the United States (excluding Hawaii). Lexus vehicles
are directly distributed by TMS to Lexus dealers throughout the United States
(excluding Hawaii).
For the year ended September 30, 1999, TMS sold approximately 1,465,000
automobiles and light trucks in the United States (excluding Hawaii), of which
approximately 980,500 were manufactured in the United States; TMS exported
approximately 34,800 automobiles. TMS' sales represented approximately 31% of
TMC's worldwide sales volume for the year ended March 31, 1999. For the years
ended September 30, 1999 and 1998, Toyota and Lexus vehicles accounted for
approximately 8.7% and 8.4%, respectively, of all retail automobile and light
truck unit sales volume in the United States.
Total revenues for TMS for the fiscal years ended September 30, 1999, 1998 and
1997, aggregated approximately $36.5 billion, $32.6 billion and $28.8 billion,
respectively, of which approximately $33.1 billion, $29.2 billion, and $25.3
billion, respectively, were attributable to revenues other than those
associated with financial services. At September 30, 1999, 1998 and 1997, TMS
had total assets of approximately $29 billion, $27.4 billion, and $23.6
billion, respectively. TMS had net worth in excess of $4.1 billion and net
income in excess of $225 million for each of the fiscal years ended September
30, 1999, 1998 and 1997.
TMS and TMMNA are wholly-owned subsidiaries of Toyota Motor North America,
Inc. ("TMA"), a holding company owned 100% by TMC. TMMNA is the holding
company for all manufacturing operations in the United States and coordinates
and supports numerous manufacturing related administrative functions. Total
revenues for TMMNA for the fiscal years ended September 30, 1999 and 1998,
aggregated approximately $13.7 billion and $11.9 billion, respectively, all of
which was attributable to revenues other than those associated with financial
services. At September 30, 1999 and 1998, TMMNA had total assets of
approximately $4.7 billion and $4.2 billion respectively. TMMNA had net worth
in excess of $2.4 billion and net income in excess of $100 million for the
fiscal years ended September 30, 1999 and 1998.
-7-
ITEM 2. PROPERTIES.
The headquarters of the Company for both finance and insurance operations is
located in Torrance, California. In addition, as of November 30, 1999, the
finance operation has four regional offices and 33 branch offices in cities
throughout the United States and one branch office in the Commonwealth of
Puerto Rico. The insurance operation has six regional sales offices; five of
these premises are shared with the finance operation's branch offices. A
finance and insurance service center is located in Cedar Rapids, Iowa. All
premises are occupied under lease.
ITEM 3. LEGAL PROCEEDINGS.
Various legal actions, governmental proceedings and other claims are pending or
may be instituted or asserted in the future against TMCC and its subsidiaries
with respect to matters arising from the ordinary course of business. Certain
of these actions are or purport to be class action suits, seeking sizeable
damages. Certain of these actions are similar to suits which have been filed
against other financial institutions and captive finance companies. Management
and internal and external counsel perform periodic reviews of pending claims
and actions to determine the probability of adverse verdicts and resulting
amounts of liability. The amounts of liability on pending claims and actions
as of September 30, 1999 were not determinable; however, in the opinion of
management, the ultimate liability resulting therefrom should not have a
material adverse effect on TMCC's consolidated financial position or results of
operations. The foregoing is a forward looking statement within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, which represents the Company's expectations
and beliefs concerning future events. The Company cautions that its discussion
of Legal Proceedings is further qualified by important factors that could cause
actual results to differ materially from those in the forward looking
statement, including but not limited to the discovery of facts not presently
known to the Company or determinations by judges, juries or other finders of
fact which do not accord with the Company's evaluation of the possible
liability from existing litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
TMCC is a wholly-owned subsidiary of TMS and, accordingly, all shares of the
Company's stock are owned by TMS. There is no market for TMCC's stock.
No dividends have been declared or paid to date.
-8-
ITEM 6. SELECTED FINANCIAL DATA.
Years Ended September 30,
-------------------------------------------
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
(Dollars in Millions)
INCOME STATEMENT DATA
Financing Revenues:
Leasing.......................... $ 2,397 $ 2,595 $ 2,730 $ 2,448 $ 1,904
Retail financing................. 665 547 446 415 431
Wholesale and other
dealer financing.............. 103 98 89 109 121
------- ------- ------- ------- -------
Total financing revenues......... 3,165 3,240 3,265 2,972 2,456
Depreciation on leases........... 1,664 1,681 1,781 1,620 1,232
Interest expense................. 940 994 918 820 716
------- ------- ------- ------- -------
Net financing revenues........... 561 565 566 532 508
Insurance premiums earned and
contract revenues............. 122 112 97 86 76
Investment and other income...... 69 79 66 41 30
------- ------- ------- ------- -------
Net financing revenues
and other revenues............ 752 756 729 659 614
------- ------- ------- ------- -------
Expenses:
Operating and administrative..... 376 323 259 235 207
Provision for credit losses...... 83 127 136 115 66
Insurance losses and loss
adjustment expenses........... 63 55 51 49 41
------- ------- ------- ------- -------
Total expenses................... 522 505 446 399 314
------- ------- ------- ------- -------
Income before income taxes....... 230 251 283 260 300
Provision for income taxes....... 98 107 121 108 117
------- ------- ------- ------- -------
Net Income....................... $ 132 $ 144 $ 162 $ 152 $ 183
======= ======= ======= ======= =======
Ratio of earnings to
fixed charges................. 1.24 1.25 1.31 1.32 1.42
BALANCE SHEET DATA
Finance receivables, net......... $13,856 $11,521 $8,452 $7,474 $7,227
Investments in operating
leases, net.................... $ 8,605 $ 9,765 $10,257 $10,831 $8,148
Total assets..................... $24,578 $23,225 $19,830 $19,309 $16,225
Notes and loans payable.......... $18,565 $17,597 $14,745 $15,014 $12,696
Capital stock.................... $915 $915 $915 $915 $865
Retained earnings................ $1,435 $1,303 $1,159 $997 $844
Certain prior period amounts have been reclassified to conform with the current
period presentation.
-9-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Net Income
- ----------
The following table summarizes TMCC's net income by business segment for the
fiscal years ended September 30, 1999, 1998 and 1997:
Years Ended September 30,
-------------------------
1999 1998 1997
---- ---- ----
(Dollars in Millions)
Net income:
Financing operations................ $113 $119 $142
Insurance operations................ 19 25 20
---- ---- ----
Total net income................. $132 $144 $162
==== ==== ====
Net income from financing operations decreased 5% in fiscal 1999, primarily due
to lower financing revenues and higher operating and administrative expenses,
substantially offset by lower interest expense, lower provision for credit
losses and lower depreciation on leases. The decrease in fiscal 1998 financing
operations net income from fiscal 1997 reflects increased provision for
residual value losses as well as higher operating and administrative expenses,
partially offset by increased investment and other income and lower provision
for credit losses.
Net income from insurance operations decreased 24% in fiscal 1999, primarily
due to higher operating and administrative expenses and lower investment
income. The increase in fiscal 1998 net income reflects increased underwriting
profit from providing coverage under various agreements as well as higher
investment income.
-10-
Earning Assets
- --------------
The composition of TMCC's net earning assets (which excludes retail receivables
and interests in lease finance receivables sold through securitization
transactions), as of the balance sheet dates reported herein and TMCC's vehicle
lease and retail contract volume and finance penetration for the years ended
September 30, 1999, 1998, and 1997 are summarized below:
September 30,
---------------------------
1999 1998 1997
------- ------- -------
(Dollars in Millions)
Vehicle lease
Investment in operating leases, net........ $ 8,290 $ 9,559 $10,124
Finance leases, net........................ 3,315 2,313 1,498
------- ------- -------
Total vehicle leases......................... 11,605 11,872 11,622
Vehicle retail finance receivables, net...... 8,916 7,834 5,866
Vehicle wholesale and other receivables...... 2,142 1,800 1,434
Allowance for credit losses.................. (202) (220) (213)
------- ------- -------
Total net earning assets..................... $22,461 $21,286 $18,709
======= ======= =======
Years Ended September 30,
---------------------------
1999 1998 1997
------- ------- -------
Total contract volume:
Vehicle lease............................. 249,000 312,000 262,000
Vehicle retail............................ 333,000 282,000 247,000
------- ------- -------
Total........................................ 582,000 594,000 509,000
======= ======= =======
TMS sponsored contract volume:
Vehicle lease............................. 96,000 170,000 72,000
Vehicle retail............................ 46,000 80,000 17,000
------- ------- -------
Total........................................ 142,000 250,000 89,000
======= ======= =======
Used contract volume:
Vehicle lease............................. 6,000 7,000 6,000
Vehicle retail............................ 112,000 94,000 103,000
------- ------- -------
Total........................................ 118,000 101,000 109,000
======= ======= =======
Finance penetration (excluding fleet):
Vehicle lease............................. 17.7% 25.3% 23.2%
Vehicle retail............................ 16.0% 15.7% 13.0%
------- ------- -------
Total........................................ 33.7% 41.0% 36.2%
======= ======= =======
-11-
TMCC's net earning assets as of September 30, 1999 increased from September 30,
1998 due to growth in retail and wholesale earning assets, partially offset by
a decline in lease earning assets. The increase in retail earning assets was
primarily due to higher retail contract volume, partially offset by the sale of
$989 million of retail finance receivables. Wholesale earning assets increased
from September 30, 1998 primarily due to higher dealer inventories. The
decrease in lease earning assets was primarily due to lower lease contract
volume and the sale of $780 million of interests in lease finance receivables.
The decrease in allowance for credit losses reflects improved loss experience
and is deemed adequate to cover expected losses based on current and historical
loss experience, portfolio composition and other factors.
TMCC's net earning assets as of September 30, 1998 increased from September 30,
1997 primarily due to growth in lease, retail and wholesale earning assets
attributable to higher volume, partially offset by the sale of $1.6 billion of
interests in lease finance receivables.
In October 1996, TMCC created Toyota Lease Trust, a Delaware business trust
(the "Titling Trust"), to act as a lessor and to hold title to leased vehicles
in specified states. The value of the lease contracts purchased by the Titling
Trust in fiscal 1999 and 1998 represented approximately 41% and 40%,
respectively, of all lease contracts purchased by both TMCC and the Titling
Trust. TMCC holds an undivided trust interest in lease contracts owned by the
Titling Trust, and such lease contracts are included in TMCC's lease assets,
until such time as the beneficial interests in such contracts are transferred
in connection with a securitization transaction. Substantially all leases
owned by the Titling Trust are classified as finance receivables due to
certain residual value insurance arrangements in place with respect to such
leases, while leases of similar nature originated outside of the Titling Trust
are classified as operating leases. The continued acquisition of leases by
the Titling Trust has changed the composition of earning assets resulting in
an increasing mix of finance receivables relative to operating lease assets
due to the classification differences described above.
TMS sponsors special lease and retail programs which subsidize reduced monthly
payments on certain Toyota and Lexus new vehicles and Toyota industrial
equipment to qualified lease and retail customers. Support amounts received
from TMS in connection with these programs approximate the balances required by
TMCC to maintain revenues at standard program levels and are earned over the
expected lease and retail installment contract terms. The level of sponsored
program activity varies based on TMS marketing strategies, and revenues earned
vary based on the mix of Toyota and Lexus vehicles, timing of programs and the
level of support provided. TMCC's revenues earned from TMS sponsored special
lease and retail contracts outstanding totaled $126 million, $142 million and
$174 million for fiscal years 1999, 1998 and 1997, respectively.
TMCC's lease contract volume for the year ended September 30, 1999 declined
from 1998 reflecting lower finance penetration due to changes in lease programs
and the residual value setting policy, as well as lower levels of programs
sponsored by TMS.
TMCC's retail contract volume for the year ended September 30, 1999 increased
from 1998 levels despite reduced TMS sponsored programs due to competitive
pricing and the strong sales of Toyota and Lexus vehicles.
Higher contract volume in 1998 compared to 1997 was primarily due to strong
sales of Toyota and Lexus vehicles as well as higher levels of programs
sponsored by TMS.
-12-
Net Financing Revenue and Other Revenues
- ----------------------------------------
TMCC's net financing revenues decreased slightly in fiscal 1999 primarily due
to lower leasing revenues, offset by lower interest expense and increased
retail and wholesale revenues. TMCC's continued use of the Titling Trust to
purchase leases has caused a shift in the composition of earning assets from
operating leases to finance receivables, as discussed earlier, and resulted in
increased revenues from finance leases (until such interests in leases were
sold in a securitization transaction) and reduced operating lease revenues and
depreciation on operating leases. The decrease in fiscal 1998 net financing
revenues reflects increased provision for residual value losses as well as
increased interest expense, partially offset by increased retail and wholesale
revenues.
Insurance premiums earned and contract revenues increased 9% and 15% in fiscal
1999 and 1998, respectively, due to higher underwriting revenues associated
with in-force agreements.
The following table summarizes TMCC's investment and other income for the
fiscal years ended September 30, 1999, 1998 and 1997:
Years Ended September 30,
--------------------------
1999 1998 1997
---- ---- ----
(Dollars in Millions)
Investment income................................... $ 34 $ 32 $ 30
Servicing fee income................................ 39 26 13
Gains on assets sold................................ 15 21 23
Asset impairment.................................... (19) - -
---- ---- ----
Investment and other income...................... $ 69 $ 79 $ 66
==== ==== ====
The decrease in investment and other income from fiscal 1998 to fiscal 1999 is
primarily due to the impairment of an asset retained in the fiscal 1997 sale
of interests in lease finance receivables, as well as lower gains on assets
sold, partially offset by higher servicing income. The increase in investment
and other income from fiscal 1997 to fiscal 1998 reflects primarily higher
levels of servicing fee income from accounts included in the Company's asset-
backed securitization programs. Servicing fee income increased 50% and 100%
in fiscal 1999 and 1998, respectively, due to growth in the combined balance
of sold interests in lease finance and sold retail receivables.
Gains recognized on asset-backed securitization transactions generally
accelerate the recognition of income on lease and retail contracts, net of
servicing fees and other related deferrals, into the period the assets are
sold. Numerous factors can affect the timing and amounts of these gains, such
as the type and amount of assets sold, the structure of the sale, key
assumptions used and current financial market conditions.
-13-
Depreciation on Leases
- ----------------------
The following table sets forth the items included in TMCC's depreciation on
leases for the years ended September 30, 1999, 1998 and 1997:
September 30,
---------------------------
1999 1998 1997
------ ------ ------
(Dollars in Millions)
Straight-line depreciation on operating leases.... $1,378 $1,501 $1,649
Provision for residual value losses............... 286 260 132
Parent support for certain vehicle disposition
losses........................................ - (80) -
------ ------ ------
Total depreciation on leases...................... $1,664 $1,681 $1,781
====== ====== ======
Straight-line depreciation expense decreased 8% and 9% for fiscal 1999 and
1998, respectively, corresponding with a decline in average operating lease
assets. As discussed earlier, the acquisition of leases by the Titling Trust
has increased the ratio of lease finance receivables relative to operating
lease assets, which results in reduced operating lease revenues and
depreciation on operating leases.
TMCC is subject to residual value risk in connection with its lease portfolio.
TMCC's residual value exposure is a function of the number of off-lease
vehicles returned for disposition and any shortfall between the net
disposition proceeds and the estimated unguaranteed residual values on
returned vehicles. If the market value of a leased vehicle at contract
termination is less than its contract residual value, the vehicle is more
likely to be returned to TMCC. A higher rate of vehicle returns exposes TMCC
to a risk of higher aggregate losses.
Total unguaranteed residual values related to TMCC's vehicle lease portfolio
declined from approximately $7.6 billion at September 30, 1998 to $6.5 billion
at September 30, 1999 reflecting the acquisition of residual value insurance
on an increasing number of leases in connection with the lease securitization
program as well as sales of interests in lease finance receivables. TMCC
maintains an allowance for estimated losses on lease vehicles returned to the
Company for disposition at lease termination. The level of allowance required
to cover future vehicle disposition losses is based upon projected vehicle
return rates and projected residual value losses derived from market
information on used vehicle sales, historical factors, including lease return
trends, and general economic factors.
-14-
The increase in the provision for residual value losses in fiscal 1999
reflects higher off-lease vehicle return rates and a larger supply of vehicles
coming off-lease resulting in higher total losses although the loss per
vehicle has declined during the same period. The number of returned leased
vehicles sold by TMCC during a specified period as a percentage of the number
of lease contracts that as of their origination dates were scheduled to
terminate ("full term return ratio") was 47% for fiscal 1999 as compared to
40% and 18% for fiscal 1998 and 1997, respectively. Losses at vehicle
disposition increased $42 million and $118 million during fiscal 1999 and
fiscal 1998, respectively, although per unit residual value loss rates have
improved for fiscal 1999 as compared with fiscal 1998. TMCC believes that
industry-wide record levels of incentives on new vehicles and a large supply
of late model off-lease vehicles have put downward pressure on used car
prices. In addition, TMCC's increased vehicle return rates and losses reflect
the impact of competitive new vehicle pricing for core Toyota and Lexus models.
Return rates and losses may also be affected by the amount and types
of accessories or installed optional equipment included in leased vehicles.
Although vehicle loss rates are typically the result of a combination of
factors, to the extent certain types of optional equipment depreciate more
quickly than the value of the base vehicle, leased vehicles having a greater
portion of their manufacturer's suggested retail price attributable to such
optional equipment will experience relatively higher levels of loss. TMCC
expects the large supply of vehicles coming off-lease to continue through
fiscal 2000 and that the full term return ratio and losses will remain at or
near current levels.
The Company has taken action to reduce vehicle disposition losses by
developing strategies to increase dealer and lessee purchases of off-lease
vehicles, expanding marketing of off-lease vehicles through the internet and
maximizing proceeds on vehicles sold through auction. In addition, TMCC
implemented a new residual value setting policy for new model year 1999 Toyota
vehicles that separately calculates the residual value applicable to the base
vehicle and the residual value applicable to certain specified optional
accessories and optional equipment.
Under an arrangement with TMS, TMCC received Parent support for vehicle
disposition losses in the last three quarters of fiscal 1998. During fiscal
1999, the Company did not receive any Parent support for vehicle disposition
losses and there are currently no plans for such support in fiscal 2000.
TMCC's lease portfolio includes contracts with original terms ranging from 12
to 60 months; the average original contract term in TMCC's lease portfolio was
38 months and 40 months at September 30, 1999 and 1998, respectively.
-15-
Interest Expense
- ----------------
Interest expense decreased 5% in fiscal 1999 compared with fiscal 1998
primarily due to lower average cost of borrowings, partially offset by an
increase in average debt outstanding. Interest expense increased 8% in fiscal
1998 reflecting higher average debt outstanding, slightly offset by a decline
in the average cost of borrowings. The weighted average cost of borrowings was
5.34%, 5.85% and 5.87% for the years ended September 30, 1999, 1998 and 1997,
respectively.
Operating and Administrative Expenses
- -------------------------------------
Operating and administrative expenses increased 16% and 25% in fiscal 1999 and
1998, respectively. The increases reflect primarily additional personnel and
operating costs required to support TMCC's growing customer base, growth in the
Company's insurance operations, as well as costs in connection with technology
upgrades and software modifications to address year 2000 issues. TMCC
anticipates continued growth in operating and administrative expenses
reflecting costs associated with portfolio growth and technology initiatives.
Provision for Credit Losses
- ---------------------------
TMCC's provision for credit losses decreased 35% and 7% during fiscal 1999 and
1998, respectively, reflecting management's estimate that current reserve
levels are adequate based on improved credit loss experience, portfolio
composition and other factors. Allowances for credit losses are evaluated
periodically, considering historical loss experience and other factors, and are
considered adequate to cover expected credit losses as of September 30, 1999.
In fiscal 1999, TMCC pilot tested an expanded tiered pricing program for retail
vehicle contracts. The objective of the expanded program is to better match
customer risk with contract rates charged to allow profitable purchases of a
wider range of risk levels. A national roll-out of the expanded tiered pricing
program for both retail and lease vehicle contracts is planned for fiscal 2000.
Implementation of this expanded program may result in both increased contract
yields and increased credit losses in connection with purchases of higher risk
contracts.
-16-
An analysis of credit losses and the related allowance follows, excluding net
losses on receivables sold subject to limited recourse provisions:
Years ended September 30,
------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(Dollars in Millions)
Allowance for credit losses
at beginning of period......... $220 $213 $203 $171 $164
Provision for credit losses....... 83 127 136 115 66
Charge-offs....................... (104) (120) (116) (81) (63)
Recoveries........................ 17 17 12 12 12
Other Adjustments................. (14) (17) (22) (14) (8)
---- ---- ---- ---- ----
Allowance for credit losses
at end of period............... $202 $220 $213 $203 $171
==== ==== ==== ==== ====
Allowance for credit losses
as a percent of gross
earning assets................. 0.89% 1.02% 1.13% 1.10% 1.10%
Net credit losses as a percent
of average earning assets...... .40% .51% .55% .41% .34%
Aggregate balances at end of
period for lease rentals
and installments 60
or more days past due.......... $35 $30 $30 $29 $20
Aggregate balances at end of
period for lease rentals
and installments 60 or more
days past due as a percent
of net investments in operating
leases and gross receivables
outstanding.................... .15% .14% .15% .15% .12%
-17-
LIQUIDITY AND CAPITAL RESOURCES
The Company requires, in the normal course of business, substantial funding to
support the level of its earning assets. Significant reliance is placed on the
Company's ability to obtain debt funding in the capital markets in addition to
funding provided by earning asset liquidations and cash provided by operating
activities as well as transactions through the Company's asset-backed
securitization programs. Debt issuances have generally been in the form of
commercial paper, and domestic and euro medium-term notes ("MTNs") and bonds.
On occasion, this funding has been supplemented by loans and equity
contributions from TMS. During FY 1999, TMCC began issuing extendible
commercial notes ("ECNs") which have an initial maturity period of up to ninety
days, subject to an extension for up to a maximum term of three hundred and
ninety days at the option of the Company.
Commercial paper and ECN issuances are used to meet short-term funding needs.
Commercial paper outstanding under TMCC's commercial paper program ranged from
approximately $1.1 billion to $2.9 billion during fiscal 1999, with an average
outstanding balance of $1.7 billion. The outstanding balance of ECNs at
September 30, 1999 totaled $146 million. For additional liquidity purposes,
TMCC maintains syndicated bank credit facilities with certain banks, which
aggregated $2.7 billion at September 30, 1999. No loans were outstanding under
any of these bank credit facilities during fiscal 1999. TMCC also maintains,
along with TMS, uncommitted, unsecured lines of credit with banks totaling
$175 million. At September 30, 1999, TMCC had issued approximately $13 million
in letters of credit.
Long-term funding requirements are met through the issuance of a variety of
debt securities underwritten in both the United States and international
capital markets. Domestic and euro MTNs and bonds have provided TMCC with
significant sources of funding. During fiscal 1999, TMCC issued approximately
$4.0 billion of domestic and euro MTNs and bonds all of which had original
maturities of one year or more.
The original maturities of all MTNs and bonds outstanding at September 30,
1999 ranged from one to eleven years. As of September 30, 1999, TMCC had
total MTNs and bonds outstanding of $16.9 billion, of which $7.6 billion was
denominated in foreign currencies.
TMCC anticipates continued use of MTNs and bonds in both the United States and
international capital markets. The Company maintains a shelf registration with
the SEC providing for the issuance of MTNs and other debt securities. At
November 30, 1999, approximately $0.6 billion was available for issuance under
this registration statement. The maximum aggregate principal amount authorized
to be outstanding at any time under TMCC's euro MTN program is $16.0 billion.
Approximately $6.0 billion was available for issuance under the euro MTN
program as of November 30, 1999. The United States and euro MTN programs may
be expanded from time to time to allow for the continued use of these sources
of funding. The Company has filed a new shelf registration statement with the
SEC covering debt securities in a principal amount equal to $1.0 billion to be
used for both MTN issuances and underwritten offerings. The Company expects to
increase the amount registered to $4.5 billion prior to effectiveness. In
addition, TMCC may issue bonds in the domestic and international capital
markets that are not issued under its MTN programs.
-18-
Additionally, TMCC uses its asset-backed securitization programs to generate
funds for investment in earning assets as described in Note 7 to the
Consolidated Financial Statements. During the year ended September 30, 1999,
TMCC sold interests in lease finance receivables totaling $780 million. During
fiscal 1999, the number and principal amount of leases purchased by the Toyota
Lease Trust in connection with TMCC's lease securitization program comprised a
significant and increasing percentage of what otherwise would have been TMCC's
lease portfolio. However, until leases are included in a securitization
transaction, they continue to be classified as finance receivables on TMCC's
balance sheet. In addition, TMCC maintains a shelf registration statement with
the SEC relating to the issuance of asset-backed notes secured by, and
certificates representing interests, in retail receivables. During the year
ended September 30, 1999, TMCC sold retail receivables totaling $989 million in
connection with securities issued under the shelf registration statement. As
of November 30, 1999, $1.5 billion remained available for issuance under the
registration statement.
TMCC's ratio of earnings to fixed charges was 1.24, 1.25 and 1.31 in the years
ended September 30, 1999, 1998, and 1997, respectively. TMCC believes that the
decline in the ratio has not affected its ability to maintain liquidity or
access to outside funding sources.
Cash flows provided by operating, investing and financing activities have been
used primarily to support earning asset growth. Cash provided by the
liquidation and sale of earning assets, totaling $21.0 billion and $19.1
billion during fiscal 1999 and 1998, respectively, was used to purchase
additional investments in operating leases and finance receivables, totaling
$23.9 billion and $23.6 billion during fiscal 1999 and 1998, respectively.
Investing activities resulted in a net use of cash of $2.9 billion and
$4.5 billion in fiscal 1999 and 1998, respectively, as the purchase of
additional earning assets exceeded cash provided by the liquidation of earning
assets. Net cash provided by operating activities totaled $1.9 billion and
$2.0 billion in fiscal 1999 and 1998, and net cash provided by financing
activities totaled $1.1 billion and $2.5 billion, during fiscal 1999 and 1998,
respectively. The Company believes that cash provided by operating and
investing activities as well as access to domestic and international capital
markets, the issuance of commercial paper and ECNs, and asset-backed
securitization transactions will provide sufficient liquidity to meet its
future funding requirements.
-19-
Year 2000 Date Conversion
- -------------------------
The year 2000 issue concerns the inability of computer systems and related
applications to function properly in the year 2000 and beyond. As a wholly-
owned subsidiary of TMS, TMCC is participating in TMS' comprehensive action
plan to identify and address year 2000 issues. As part of the year 2000
action plan, TMCC is identifying and evaluating potential year 2000 problems
and is implementing changes designed to yield year 2000 compliance in its
information technology systems, including mainframe, distributed and desktop
computer systems, networks and telecommunications (collectively, "IT systems")
and its non-information technology systems, including security and HVAC
systems, automated access readers and other machinery and equipment
(collectively, "embedded systems"). An additional component of the year 2000
action plan involves TMCC's communications with its external business partners
for the purpose of assessing and reducing the risk that TMCC's operations
could be adversely affected by such third parties' noncompliance with year
2000 issues.
Phases
The year 2000 action plan consists of four phases, some of which are being
conducted concurrently:
Inventory and Assessment: During this phase an inventory is taken of all
software and/or hardware components of significant applications or systems.
Software and hardware that is no longer in use or is planned to be replaced
before the year 2000, is identified and removed from the scope of the project.
Once the inventory is completed and verified, a preliminary determination of
whether the software or hardware is likely to have year 2000 date issues is
made either by manual review, vendor inquiry or by use of software tools
designed to search for date impacts. Once the assessment is completed, a
business critical prioritized plan is developed for remediation, testing, and
implementing the remediated hardware or software in the remaining phases.
Remediation: During this phase, software for which TMS or TMCC owns the
source code will be scanned and corrected. In most instances, TMCC will use
the "windowing" approach to fix source code which uses program logic to
correct year 2000 date issues. In some cases, it will be necessary to expand
the year field from two to four digits where the year 2000 date issue can not
be solved with the "windowing" method. Software for which TMS or TMCC does
not own the source code will be remediated by obtaining the year 2000 ready
version of the software from the vendor. For hardware and operating system
software, the year 2000 ready component will also be obtained from the vendor.
Testing: The testing phase focuses mainly on remediated hardware and software
that supports business critical functions. Test plans and test cases are
expected to be developed and performed for each application. For software
modified by TMCC, tests will be designed to demonstrate that application
functionality has not changed as a result of the remediation.
Implementation: During this phase, the remediated hardware and software
components will be implemented in the production environment. At this time,
policies and procedures will be implemented to ensure that additional
modifications to remediated and tested hardware and/or software are year 2000
compliant.
-20-
State of Readiness
The Company has identified the following six areas for specific review and
remediation in connection with its year 2000 compliance efforts:
Critical Business Systems Applications: Includes distributed and mainframe
applications used in operations such as retail and lease financing, customer
account processing, collections, insurance operations and accounting systems.
TMCC has completed the inventory and remediation of these systems. All
business critical applications have been tested and implemented back into
production.
Desktop Systems: Includes commercial off-the-shelf software as well as custom
developed applications. TMCC has completed the inventory and assessment of
these systems and related software applications. Remediation and testing of
business critical custom developed systems is completed. Replacement of non-
compliant off-the-shelf software applications is expected by the end of fourth
quarter of calendar year 1999.
Technical Infrastructure: Includes mainframe, distributed and PC systems,
networks, and telecommunications. TMCC has completed the inventory and
assessment phases of its technical infrastructure. Testing and implementation
of business critical components has been completed.
Embedded Systems: Includes non-information technology systems described
above. TMCC has completed the inventory, assessment and implementation phases
for embedded systems at its owned facilities. With respect to embedded
systems located at facilities leased by TMCC, TMCC has completed the
assessment phase of contacting the property managers and/or owners regarding
the year 2000 status of the facilities. TMCC is establishing contingency
plans for coping with problems that may arise from embedded systems in leased
facilities that are not year 2000 compliant.
External Compliance: Includes financial institutions, dealers, suppliers,
trustees, underwriters and affiliates ("business partners"). Critical
business partners have been identified and prioritized. Letters and surveys
have been sent to business partners to assess the risk associated with those
business partners' failure to remediate their own year 2000 issues. TMCC has
completed the assessment phase of critical business partners. Testing of
business critical systems with external business partners will continue
through the end of calendar year 1999.
Non-Critical Systems: Includes systems and applications from the above-listed
areas which have been prioritized as non-critical. Such systems and
applications are being reviewed on an ongoing basis and will continue to be
assessed for year 2000 compliance through the end of calendar year 1999.
-21-
TMS has contacted its affiliates and others involved in the manufacture of
Toyota and Lexus vehicles and equipment to determine the status of year 2000
product compliance, and based on information received to date, TMCC is not
aware of any year 2000 problems that would affect the operational safety of
these products.
Year 2000 Costs
Costs associated with the year 2000 systems and software modifications are
generally expensed as incurred. TMS is allocating a portion of its year 2000
costs to TMCC. TMCC's total costs incurred through fiscal year 1999 were $16.5
million. TMCC's total costs (including allocated costs from TMS) for the year
2000 issue are estimated not to exceed $20 million. The costs to be incurred
by TMCC in connection with its year 2000 compliance efforts are not expected
to have a material adverse effect on the Company's results of operations,
liquidity or capital resources. As a result of the application of resources
to year 2000 compliance efforts, certain information technology projects
previously scheduled to be initiated or implemented in fiscal 1999 were
deferred. Such deferral is not expected to have a material adverse effect on
the Company's results of operations, liquidity or capital resources.
Year 2000 Risks
The most reasonably likely worst case scenario with respect to the year 2000
issue is the failure of a business partner, particularly another financial
institution, to be year 2000 compliant. Although TMCC does not currently
anticipate that it will experience significant business disruptions as a
result of year 2000 problems, there remains uncertainty in this area. The
failure to achieve year 2000 compliance by energy and water utilities,
governmental agencies or other private or public suppliers of general
infrastructure could present substantial difficulties to TMCC's business
operations in the affected geographic areas. The inability of TMCC, its
external business partners or the public and private suppliers of general
infrastructure to identify and timely resolve year 2000 problems could result
in a significant adverse effect on the Company's operations and financial
results, including an inability to collect receivables, pay obligations,
process new business, raise capital and occupy facilities.
Year 2000 Contingency Plan
The Company is currently developing a contingency plan to address problems
resulting from year 2000 noncompliance. TMCC's contingency planning focuses
on identifying systems of TMCC and its business partners that TMCC believes
will be the most likely to experience year 2000 problems. The contingency
plan includes arrangements with back-up vendors, suppliers and other resources
to permit operations to be conducted temporarily on a manual basis. TMCC's
contingency plan is substantially completed, although revisions will be made
on an ongoing basis through the end of the calendar year as circumstances
change and additional information becomes available.
-22-
Euro Conversion
- ---------------
On January 1, 1999, eleven of the fifteen member countries of the European
Union (the "participating countries") established fixed conversion rates
between their existing sovereign currencies (the "legacy currencies") and the
euro. The participating countries agreed to adopt the euro as their common
legal currency on the date that the euro began trading on currency exchanges
and was available for non-cash transactions. The legacy currencies are
scheduled to remain legal tender in the participating countries as
denominations of the euro until January 1, 2002 (the "transition period").
During the transition period, public and private parties may pay for goods and
services using either the euro or the participating country's legacy currency.
Beginning January 1, 2002, the participating countries will issue new euro-
denominated bills and coins for use in cash transactions and legacy currencies
will be withdrawn from circulation, signifying the completion of the euro
conversion process.
As TMCC does not currently support Toyota finance operations in Europe, the
impact of the euro conversion is limited to issues in connection with raising
funds in the European capital markets. TMCC generally hedges all foreign
exchange exposure associated with its funding activities which limits its
exposure to movements in foreign exchange rates. In addition, payments in
foreign currencies owed by TMCC are made by its counterparties under
International Swaps and Derivatives Association, Inc. ("ISDA") master
agreements governing swap transactions. Accordingly, TMCC did not need to
make any material changes to its systems to accommodate these types of
payments. TMCC has provided changes to its standard settlement instructions
to the extent necessary to reflect changes in account information and payment
instructions occurring as a result of the introduction of the euro. TMCC does
not believe that it will experience significant issues relating to the
continuity of TMCC's contracts arising from the introduction of the euro. The
ISDA Master Agreements entered into by TMCC are generally governed by New York
law. New York has adopted legislation which prevents a party to a contract
from unilaterally breaking or changing its contractual obligations as a result
of the euro conversion. In addition, TMCC is a party to the EMU Protocol
published by ISDA designed to clarify the effects of certain issues
surrounding the introduction of the euro including continuity of contracts,
price source changes, payment netting and certain definitions.
The introduction of the euro has not had a material adverse effect on the
Company's operations or financial results. The Company plans to continue to
consider the euro in future funding strategies and will continue to fund in
all markets which are cost-effective.
-23-
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995
The foregoing Business description and Management's Discussion and Analysis
contain various "forward looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which represent the Company's expectations or
beliefs concerning future events, including the following: that the Company
considers its employee relations to be good; that TMCC believes that industry-
wide record levels of incentives on new vehicles and large supply of late model
off-lease vehicles have put downward pressure on used car prices; that TMCC
anticipates continued growth in operating and administrative expenses
reflecting costs associated with portfolio growth and technology initiatives;
that the implementation of the expanded tiered pricing program may result in
increased contract yields and increased credit losses in connection with
purchases of higher risk contracts; that TMCC expects the large supply of
vehicles coming off-lease to continue through fiscal 2000 and that the full
term return ratio and losses will remain at or near current levels; that
allowances for credit losses are considered adequate to cover expected credit
losses; that TMCC anticipates continued use of MTNs and bonds in the United
States and the international capital markets; that the Company expects to
increase the amount registered with the SEC covering debt securities to $4.5
billion prior to effectiveness; that TMCC may issue bonds in the domestic and
international capital markets that are not issued under its MTN programs; that
the decline in the ratio of earnings to fixed charges has not affected its
ability to maintain liquidity or access to outside funding sources; that cash
provided by operating and investing activities as well as access to domestic
and international capital markets, the issuance of commercial paper and ECNs,
and asset-backed securitization transactions will provide sufficient liquidity
to meet the its future funding requirements; that the Company's action plan for
year 2000 compliance efforts will be carried out as described under Item 7 -
"Year 2000 Date Conversion - Phases and - State of Readiness"; that the
deferral of certain technology projects is not expected to have a material
adverse effect on the Company's results of operations, liquidity or
capital resources; that the total estimated cost in connection with the
year 2000 issue is not expected to have a material impact on the Company's
results of operations, liquidity or capital resources; that the risk to the
Company with respect to year 2000 issues is as described under Item 7 - "Year
2000 Date Conversion - Year 2000 Risks"; that the Company's contingency plan to
address year 2000 issues will be as described under Item 7 - "Year 2000 Date
Conversion - Year 2000 Contingency Plan"; that TMCC does not believe that it
will experience significant issues relating to the continuity of TMCC's
contracts arising from the introduction of the euro; that the Company does not
currently anticipate non-performance by any of its counterparties; that TMCC
believes that the new methodology will result in a more accurate measurement
of the interest rate risk in the portfolio.
-24-
The Company cautions that these statements are further qualified by important
factors that could cause actual results to differ materially from those in the
forward looking statements, including, without limitation, the following:
decline in demand for Toyota and Lexus products; the effect of economic
conditions; a decline in the market acceptability of leasing; the effect of
competitive pricing on interest margins; increases in prevailing interest
rates; changes in pricing due to the appreciation of the Japanese yen against
the United States dollar; the effect of governmental actions; the effect of
competitive pressures on the used car market and residual values and the
continuation of the other factors causing an increase in vehicle returns and
disposition losses; the continuation of, and if continued, the level and type
of special programs offered by TMS; the ability of the Company to successfully
access the United States and international capital markets; the effects of any
rating agency actions; the monetary policies exercised by the European Central
Bank and other monetary authorities; unanticipated problems or delays in the
completion by the Company of its year 2000 action plan; failure of TMCC's
business partners to timely resolve their year 2000 issues ; the failure of the
Company to develop and implement an adequate contingency plan relating to year
2000 issues; increased costs associated with the Company's debt funding
efforts; with respect to the effects of litigation matters, the discovery of
facts not presently known to the Company or determination by judges, juries or
other finders of fact which do not accord with the Company's evaluation of the
possible liability from existing litigation; and the ability of the Company's
counterparties to perform under interest rate and cross currency swap
agreements. Results actually achieved thus may differ materially from expected
results included in these statements.
New Accounting Standards
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." This SOP provides guidance
on accounting for certain costs in connection with obtaining or developing
computer software for internal use and requires that entities capitalize such
costs once certain criteria are met. The Company adopted SOP 98-1 as of
October 1, 1998. The effect on the Company's financial statements was not
material.
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities",
effective for fiscal years beginning after June 15, 1999. SFAS No. 133
requires companies to record derivatives on the balance sheet as assets and
liabilities, measured at fair value. Gains and losses resulting from changes
in the values of those derivatives would be accounted for as components of
comprehensive income depending on the use of the derivative and whether it
qualifies for hedge accounting. In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133", which defers the effective date of
SFAS No. 133 to fiscal years beginning after June 15, 2000. The Company has
not determined the impact that adoption of this standard will have on its
consolidated financial statements. The Company plans to adopt SFAS No. 133 by
October 1, 2000, as required.
-25-
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
TMCC uses a variety of interest rate and currency derivative financial
instruments to manage interest rate and currency exchange exposures. The
derivative instruments used include cross currency and interest rate swaps,
indexed note swaps and option-based products. TMCC does not use any of these
instruments for trading purposes. The total notional amounts of TMCC's
derivative financial instruments at September 30, 1999 and 1998 were
$26.0 billion and $23.4 billion, respectively. The notional amounts of
interest rate and indexed note swap agreements and option-based products do not
represent amounts exchanged by the parties and, thus, are not a measure of the
Company's exposure through its use of derivatives. The only market rate risk
related to TMCC's portfolio is interest rate risk as foreign currency risks are
entirely hedged through cross currency interest rate swap agreements.
TMCC uses interest rate swap agreements in managing its exposure to interest
rate fluctuations. Interest rate swap agreements are executed as an integral
part of specific debt transactions or on a portfolio basis. TMCC's interest
rate swap agreements involve agreements to pay fixed and receive a floating
rate, or receive fixed and pay a floating rate, at specified intervals,
calculated on an agreed-upon notional amount. Interest rate swap agreements
may also involve basis swap contracts which are agreements to exchange the
difference between certain floating interest amounts, such as the net payment
based on the commercial paper rate and the London Interbank Offered Rate
("LIBOR"), calculated on an agreed-upon notional amount.
TMCC also uses option-based products in managing its exposure to interest rate
fluctuations. Option-based products are executed on a portfolio basis and
consist primarily of purchased interest rate cap agreements and to a lesser
extent corridor agreements. Option-based products are agreements, which either
grant TMCC the right to receive or require TMCC to make payments at specified
interest rate levels.
TMCC uses indexed note swap agreements in managing its exposure in connection
with debt instruments whose interest rate and/or principal redemption amounts
are derived from other underlying instruments. Indexed note swap agreements
involve agreements to receive interest and/or principal amounts associated with
the indexed notes, denominated in either U.S. dollars or a foreign currency,
and to pay fixed or floating rates on fixed U.S. dollar liabilities.
TMCC uses cross currency interest rate swap agreements to entirely hedge
exposure to exchange rate fluctuations on principal and interest payments for
borrowings denominated in foreign currencies. Notes and loans payable issued
in foreign currencies are hedged by concurrently executed cross currency
interest rate swap agreements which involve the exchange of foreign currency
principal and interest obligations for U.S. dollar obligations at agreed-upon
currency exchange and interest rates.
Derivative financial instruments used by TMCC involve, to varying degrees,
elements of credit risk in the event a counterparty should default and market
risk as the instruments are subject to rate and price fluctuations. Credit
risk is managed through the use of credit standard guidelines, counterparty
diversification, monitoring of counterparty financial condition and master
netting agreements in place with all derivative counterparties. Credit exposure
of derivative financial instruments is represented by the fair value of
contracts with a positive fair value at September 30, 1999 reduced by the
effects of master netting agreements. The credit exposure of TMCC's derivative
financial instruments at September 30, 1999 was $88 million on an aggregate
notional amount of $26.0 billion. Additionally, at September 30, 1999,
approximately 89% of TMCC's derivative financial instruments, based on notional
amounts, were with commercial banks and investment banking firms assigned
investment grade ratings of "AA" or better by national rating agencies. TMCC
does not currently anticipate non-performance by any of its counterparties and
has no reserves related to non-performance as of September 30, 1999; TMCC has
not experienced any counterparty default during the three years ended
September 30, 1999.
-26-
Changes in interest rates may impact TMCC's future weighted average interest
rate on outstanding debt as a result of floating rate liabilities. As of
September 30, 1999, an interest rate increase of 1% (100 basis points) would
raise TMCC's weighted average interest rate, including the effects of interest
rate swap agreements and option-based products, by .29%, from 5.44% to an
estimated 5.73%. Conversely, an interest rate decrease of 1% (100 basis
points) would lower TMCC's weighted average interest rate, including the
effects of interest rate swap agreements and option-based products, by .49%,
from 5.44% to an estimated 4.95% at September 30, 1999. TMCC's interest rate
exposure primarily results from changes in U.S. commercial paper rates and U.S.
LIBOR.
TMCC uses a value-at-risk methodology, in connection with other management
tools, to assess and manage the interest rate risk of aggregated loan and lease
assets and financial liabilities, including interest rate derivatives and
option-based products. Value-at-risk represents the potential losses in fair
value for a portfolio from adverse changes in market factors for a specified
period of time and likelihood of occurrence (i.e. level of confidence).
TMCC's value-at-risk methodology incorporates the impact from adverse changes
in market interest rates but does not incorporate any impact from other market
changes, such as foreign currency exchange rates or commodity prices, which do
not affect the value of TMCC's portfolio. The value-at-risk methodology
excludes changes in fair values related to investments in marketable securities
as these amounts are not significant.
During the quarter ended March 31, 1999, TMCC changed its value-at-risk
methodology. The new methodology makes no assumptions about the distribution
of interest rates; instead it relies on actual interest rate data. Four years
of historical interest rate data is used to build a database of prediction
errors in forward rates for a one month holding period. These prediction
errors are then applied randomly to current forward rates through a Monte
Carlo process to simulate 500 potential future yield curves. The portfolio is
then re-priced with these curves to develop a distribution of future portfolio
values. Options in the portfolio are priced with current market implied
volatilities and the simulated yield curves using the Black Scholes method.
The lowest portfolio value at the 95% confidence interval is compared with the
current portfolio value to derive the value-at-risk number. The previous
method used two years of historical interest rate volatilities, simulated only
100 potential future yield curves using a stratified random sampling
methodology and assumed that changes in interest rates are lognormally
distributed. Since the new model makes no assumptions about the distribution
of interest rates but instead uses the actual historical distribution of
interest rates along with an increased number of simulations, TMCC believes
that the new methodology will result in a more accurate measurement of the
interest rate risk in the portfolio.
-27-
The value-at-risk and the average value-at-risk of TMCC's portfolio as of and
for the fiscal years ended September 30, 1999 and 1998, measured as the
potential 30 day loss in fair value from assumed adverse changes in interest
rates are as follows:
Average for the
As of Fiscal Year Ending
New Method: September 30, 1999 September 30, 1999
------------------ -------------------
Mean portfolio value..................... $3,300.0 million $3,600.0 million
Value-at-risk............................ $86.3 million $71.6 million
Percentage of the mean portfolio value... 2.6% 2.0%
Confidence level......................... 95.0% 95.0%
Average for the
As of Fiscal Year Ending
Old Method: September 30, 1999 September 30, 1999
----------------- -------------------
Mean portfolio value..................... $3,300.0 million $3,600.0 million
Value-at-risk............................ $75.9 million $57.3 million
Percentage of the mean portfolio value... 2.3% 1.6%
Confidence level......................... 95.0% 95.0%
Average for the
As of Fiscal Year Ending
Old Method: September 30, 1998 September 30, 1998
----------------- -------------------
Mean portfolio value..................... $3,500.0 million $3,270.0 million
Value-at-risk............................ $32.5 million $29.8 million
Percentage of the mean portfolio value... 0.9% 0.9%
Confidence level......................... 95.0% 95.0%
TMCC's calculated value-at-risk exposure represents an estimate of reasonably
possible net losses that would be recognized on its portfolio of financial
instruments assuming hypothetical movements in future market rates and is not
necessarily indicative of actual results which may occur. It does not
represent the maximum possible loss nor any expected loss that may occur, since
actual future gains and losses will differ from those estimated, based upon
actual fluctuations in market rates, operating exposures, and the timing
thereof, and changes in the composition of TMCC's portfolio of financial
instruments during the year. The increase in the value-at-risk levels from
fiscal 1998 was primarily due to the increase in interest rate volatility.
-28-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO FINANCIAL STATEMENTS
Page
-------
Report of Independent Accountants................................ 30
Consolidated Balance Sheet at September 30, 1999 and 1998........ 31
Consolidated Statement of Income for the
years ended September 30, 1999, 1998 and 1997................. 32
Consolidated Statement of Shareholder's Equity for
the years ended September 30, 1999, 1998 and 1997............. 33
Consolidated Statement of Cash Flows for the
years ended September 30, 1999, 1998 and 1997................. 34
Notes to Consolidated Financial Statements....................... 35-62
All schedules have been omitted because they are not required, not applicable,
or the information has been included elsewhere.
-29-
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors and Shareholder of
Toyota Motor Credit Corporation
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of shareholder's equity and of cash flows
present fairly, in all material respects, the financial position of Toyota
Motor Credit Corporation (a wholly-owned subsidiary of Toyota Motor Sales,
U.S.A., Inc.) and its subsidiaries at September 30, 1999 and 1998, and the
results of their operations and their cash flows for each of the three years in
the period ended September 30, 1999, in conformity with generally accepted
accounting principles in the United States. These financial statements are the
responsibility of Toyota Motor Credit Corporation's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards in the United States which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
/S/ PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
October 29, 1999
-30-
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED BALANCE SHEET
(Dollars in Millions)
September 30,
-----------------------
1999 1998
-------- --------
ASSETS
------
Cash and cash equivalents.................. $ 180 $ 156
Investments in marketable securities....... 450 435
Finance receivables, net................... 13,856 11,521
Investments in operating leases, net....... 8,605 9,765
Receivable from Parent and Affiliate....... 717 512
Other receivables.......................... 366 304
Deferred charges........................... 131 167
Other assets............................... 242 266
Income taxes receivable.................... 31 99
------- -------
Total Assets...................... $24,578 $23,225
======= =======
LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
Notes and loans payable.................... $18,565 $17,597
Accrued interest........................... 161 176
Accounts payable and accrued expenses...... 1,096 995
Deposits................................... 201 240
Deferred income............................ 636 607
Deferred income taxes...................... 1,554 1,379
------- -------
Total Liabilities.................... 22,213 20,994
------- -------
Commitments and Contingencies
Shareholder's Equity:
Capital stock, $l0,000 par value
(100,000 shares authorized; issued
and outstanding 91,500 in 1999 and
1998)................................ 915 915
Retained earnings....................... 1,435 1,303
Accumulated other comprehensive income.. 15 13
------- -------
Total Shareholder's Equity........... 2,365 2,231
------- -------
Total Liabilities and
Shareholder's Equity.............. $24,578 $23,225
======= =======
See Accompanying Notes to Consolidated Financial Statements.
-31-
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Dollars in Millions)
Years ended September 30,
----------------------------
1999 1998 1997
------ ------ ------
Financing Revenues:
Leasing................................. $2,397 $2,595 2,730
Retail financing........................ 665 547 446
Wholesale and other dealer financing.... 103 98 89
------ ------ ------
Total financing revenues................... 3,165 3,240 3,265
Depreciation on leases.................. 1,664 1,681 1,781
Interest expense........................ 940 994 918
------ ------ ------
Net financing revenues..................... 561 565 566
Insurance premiums earned and contract
revenues................................ 122 112 97
Investment and other income................ 69 79 66
------ ------ ------
Net financing revenues and other revenues.. 752 756 729
------ ------ ------
Expenses:
Operating and administrative............ 376 323 259
Provision for credit losses............. 83 127 136
Insurance losses and loss adjustment
expenses............................. 63 55 51
------ ------ ------
Total expenses............................. 522 505 446
------ ------ ------
Income before income taxes................. 230 251 283
Provision for income taxes................. 98 107 121
------ ------ ------
Net Income................................. $ 132 $ 144 $ 162
====== ====== ======
See Accompanying Notes to Consolidated Financial Statements.
-32-
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
(Dollars in Millions)
Accumulated
Other
Capital Retained Comprehensive
Stock Earnings Income Total
------- -------- ------------- -------
Balance at September 30, l996.... $ 915 $ 997 $ 2 $ 1,914
------ ------- ---------- ------
Net income in 1997............... - 162 - 162
Change in net unrealized gains
on available-for-sale
marketable securities......... - - 5 5
------ -------- ---------- ------
Total Comprehensive Income - 162 5 167
------ -------- ---------- ------
Balance at September 30, 1997.... 915 1,159 7 2,081
------ -------- ---------- ------
Net income in 1998............... - 144 - 144
Change in net unrealized gains
on available-for-sale
marketable securities......... - - 6 6
------ ------- ---------- ------
Total Comprehensive Income - 144 6 150
------ -------- ---------- ------
Balance at September 30, 1998.... 915 1,303 13 2,231
------ -------- ---------- ------
Net income in 1999............... - 132 - 132
Change in net unrealized gains
on available-for-sale
marketable securities......... - - 2 2
------ ------- ---------- ------
Total Comprehensive Income - 132 2 134
------ -------- ---------- ------
Balance at September 30, 1999.... $ 915 $ 1,435 $ 15 $2,365
====== ======= ========== ======
See Accompanying Notes to Consolidated Financial Statements.
-33-
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in Millions)
Years ended September 30,
------------------------------
1999 1998 1997
------ ------ ------
Cash flows from operating activities:
Net income............................................. $ 132 $ 144 $ 162
------ ------ ------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization..................... 1,711 1,826 1,822
Provision for credit losses....................... 83 127 136
Gain from sale of finance receivables, net........ (15) (21) (23)
Realized loss on asset impairment................. 19 - -
Decrease in accrued interest...................... (15) (37) (13)
Increase in deferred income taxes................. 173 420 149
Increase in other assets.......................... (271) (614) (198)
Increase (decrease) in other liabilities.......... 42 139 (74)
------ ------ ------
Total adjustments...................................... 1,727 1,840 1,799
------ ------ ------
Net cash provided by operating activities................. 1,859 1,984 1,961
------ ------ ------
Cash flows from investing activities:
Addition to investments in marketable
securities.......................................... (705) (996) (581)
Disposition of investments in marketable
securities.......................................... 693 901 638
Purchase of finance receivables........................ (20,309) (19,034) (15,595)
Liquidation of finance receivables..................... 15,802 14,003 12,553
Proceeds from sale of finance receivables.............. 2,042 1,830 1,956
Addition to investments in operating leases............ (3,577) (4,552) (4,269)
Disposition of investments in operating leases......... 3,137 3,303 3,057
------ ------ ------
Net cash used in investing activities..................... (2,917) (4,545) (2,241)
------ ------ ------
Cash flows from financing activities:
Proceeds from issuance of notes and loans payable...... 6,634 6,039 5,482
Payments on notes and loans payable.................... (4,985) (4,250) (4,510)
Net (decrease) increase in commercial paper,
with original maturities less than 90 days.......... (567) 751 (685)
------ ------ ------
Net cash provided by financing activities................. 1,082 2,540 287
------ ------ ------
Net increase (decrease) in cash and cash equivalents...... 24 (21) 7
Cash and cash equivalents at the beginning
of the period.......................................... 156 177 170
------ ------ ------
Cash and cash equivalents at the end of the
period................................................. $ 180 $ 156 $ 177
====== ====== ======
Supplemental disclosures:
Interest paid.......................................... $979 $995 $906
Income taxes paid...................................... $17 $6 $5
See Accompanying Notes to Consolidated Financial Statements.
-34-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Nature of Operations
- -----------------------------
Toyota Motor Credit Corporation ("TMCC") provides retail and wholesale
financing, retail leasing and certain other financial services to authorized
Toyota and Lexus vehicle and Toyota industrial equipment dealers and their
customers in the United States (excluding Hawaii) and Puerto Rico. TMCC is a
wholly-owned subsidiary of Toyota Motor Sales, U.S.A., Inc. ("TMS" or the
"Parent"). TMS is primarily engaged in the wholesale distribution of
automobiles, trucks, industrial equipment and related replacement parts and
accessories throughout the United States (excluding Hawaii). Substantially all
of TMS's products are purchased from Toyota Motor Corporation ("TMC") or its
affiliates.
TMCC has four wholly-owned subsidiaries, Toyota Motor Insurance Services, Inc.
("TMIS"), Toyota Motor Credit Receivables Corporation ("TMCRC"), Toyota
Leasing, Inc. ("TLI") and Toyota Credit de Puerto Rico Corporation ("TCPR").
TMCC and its wholly-owned subsidiaries are collectively referred to as the
"Company". Effective July 1, 1998, Toyota Motor Insurance Company, Toyota
Motor Insurance Corporation of Vermont and Toyota Motor Life Insurance Company
which had been wholly-owned subsidiaries of TMCC became wholly-owned
subsidiaries of TMIS. The insurance subsidiaries provide certain insurance
services along with certain insurance and contractual coverages in connection
with the sale and lease of vehicles. In addition, the insurance subsidiaries
insure and reinsure certain TMS and TMCC risks. TMCRC, a limited purpose
subsidiary, operates primarily to acquire retail finance receivables from TMCC
for the purpose of securitizing such receivables. TLI, a limited purpose
subsidiary, operates primarily to acquire lease finance receivables from TMCC
for the purpose of securitizing such leases. TCPR provides retail and
wholesale financing and certain other financial services to authorized Toyota
and Lexus vehicle dealers and their customers in Puerto Rico.
Toyota Credit Argentina S.A. ("TCA") was incorporated in September 1998 and
commenced business operations in December 1998. TCA provides retail and
wholesale financing to authorized Toyota vehicle dealers and their customers
in Argentina. TCA is owned 85% by TMC and 15% by TMCC. As of September 30,
1999 TMCC's investment in TCA totaled $2 million and is accounted for using
the cost method.
Banco Toyota do Brasil ("BTB") was incorporated in January 1999 and commenced
business operations in June 1999. BTB provides retail and lease financing to
authorized Toyota vehicle dealers and their customers in Brazil. BTB is owned
85% by TMC and 15% by TMCC. As of September 30, 1999 TMCC's investment in BTB
totaled $4 million and is accounted for using the cost method.
The Company's business is substantially dependent upon the sale of Toyota and
Lexus vehicles in the United States. Changes in the volume of sales of such
vehicles resulting from governmental action, changes in consumer demand,
changes in pricing of imported units due to currency fluctuations, or other
events could impact the level of finance and insurance operations of the
Company.
-35-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Summary of Significant Accounting Policies
- ---------------------------------------------------
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of TMCC and its
wholly-owned subsidiaries. All significant intercompany transactions and
balances have been eliminated.
Cash and Cash Equivalents
-------------------------
Cash equivalents, consisting primarily of money market instruments and debt
securities, represent highly liquid investments with original maturities of
three months or less.
Investments in Marketable Securities
------------------------------------
Investments in marketable securities consist of debt and equity securities.
Debt securities designated as held-to-maturity are carried at amortized cost
and are reduced to net realizable value for other than temporary declines in
market value. Debt and equity securities designated as available-for-sale are
carried at fair value with unrealized gains or losses included in accumulated
other comprehensive income, net of applicable taxes. Realized investment gains
and losses, which are determined on the specific identification method, are
reflected in income.
Investments in Operating Leases
-------------------------------
Investments in operating leases are recorded at cost and depreciated on a
straight-line basis, over the lease terms to the estimated residual value.
Revenue from operating leases is recognized on a straight-line basis over the
lease terms.
Finance Receivables
-------------------
Finance receivables are recorded at the present value of the related future
cash flows. Revenue associated with finance receivables is recognized on a
level-yield basis over the contract terms.
-36-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Summary of Significant Accounting Policies (Continued)
- ---------------------------------------------------
Allowance for Credit Losses
---------------------------
Allowances for credit losses are evaluated periodically, considering historical
loss experience and other factors, and are maintained in amounts considered by
management to be appropriate in relation to receivables outstanding and
expected future loss experience. Losses are charged to the allowance for
credit losses when it has been determined that collateral cannot be recovered
and any shortfall between proceeds received and the carrying cost of
repossessed collateral is charged to the allowance. Recoveries are credited to
the allowance for credit losses.
Allowance for Residual Value Losses
-----------------------------------
Allowances for estimated losses on lease vehicles returned to TMCC for
disposition at lease termination are established based upon projected vehicle
return rates and projected residual value losses derived from historical and
market information as well as general economic factors. The provision for
residual value losses is included in lease depreciation expense.
Deferred Charges
----------------
Deferred charges consist primarily of premiums paid for option-based products,
underwriters' commissions and other debt issuance costs which are amortized to
interest expense over the life of the related instruments on a straight-line
basis, which is not materially different from the effective interest method.
Derivative Financial Instruments
--------------------------------
TMCC uses a variety of derivative financial instruments to manage funding costs
and risks associated with changes in interest and foreign currency exchange
rates. The derivative instruments used include interest rate, cross currency
interest rate and indexed note swap agreements and option-based products. TMCC
does not use any of these instruments for trading purposes. The derivative
financial instruments are specifically designated to the underlying debt
obligations or to portfolio level risks. Cash flows related to these
instruments are classified in the same categories as cash flows from related
borrowing activities.
Interest Rate Swap Agreements
-----------------------------
Interest rate swap agreements are executed as an integral part of specific debt
transactions or on a portfolio basis. The differential paid or received on
interest rate swap agreements is recorded on an accrual basis as an adjustment
to interest expense over the term of the agreements.
Cross Currency Interest Rate Swap Agreements
--------------------------------------------
Cross currency interest rate swap agreements are executed as an integral part
of foreign currency debt transactions. The differential between the contract
rates and the foreign currency spot exchange rates as of the reporting dates is
classified in other receivables or accounts payable and accrued expenses; the
differential paid or received on the interest rate swap portion of the
agreements is recorded on an accrual basis as an adjustment to interest expense
over the term of the agreements.
-37-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Summary of Significant Accounting Policies (Continued)
- ---------------------------------------------------
Indexed Note Swap Agreements
----------------------------
Indexed note swap agreements are executed as an integral part of indexed note
transactions. Any differential between contract rates and foreign currency
spot exchange rates as of the reporting dates is classified in other
receivables or accounts payable and accrued expenses; the interest differential
paid or received on indexed note swap agreements is recorded on an accrual
basis as an adjustment to interest expense over the term of the agreements.
Option-Based Products
---------------------
Option-based products are executed on a portfolio basis. Premiums paid for
option-based products are included in deferred charges and are amortized to
interest expense over the life of the instruments on a straight-line basis.
Amounts receivable under option-based products are recorded on an accrual basis
as a reduction to interest expense.
Insurance Operations
--------------------
Revenues from insurance premiums and from providing coverage under various
contractual agreements are earned over the terms of the respective policies and
agreements in proportion to estimated claims activity. Certain costs of
acquiring new business, consisting primarily of commissions and premium taxes,
are deferred and amortized over the terms of the related policies on the same
basis as revenues are earned. The liability for reported losses and the
estimate of unreported losses are recorded in accounts payable and accrued
expenses. Commission and fee income are recognized in relation to the level of
services performed.
Income Taxes
------------
TMCC uses the liability method of accounting for income taxes under which
deferred tax assets and liabilities are adjusted to reflect changes in tax
rates and laws in the period such changes are enacted resulting in adjustments
to the current period's provision for income taxes.
The Company joins with TMS in filing consolidated federal income tax returns
and combined or consolidated income tax returns in certain states. Federal and
state income tax expense is generally recognized as if the Company filed its
tax returns on a stand alone basis. In those states where TMCC joins in the
filing of consolidated or combined income tax returns, TMCC is allocated its
share of the total income tax expense based on the Company's income or loss
which would be allocable to such states if the Company filed separate returns.
Based on an informal tax sharing agreement with TMS and other members of the
TMS group, the Company pays TMS for its share of the consolidated federal and
consolidated or combined state income tax expense and is reimbursed for the
benefit of any of its tax basis losses utilized in the consolidated federal and
consolidated or combined state income tax returns.
-38-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Summary of Significant Accounting Policies (Continued)
- ---------------------------------------------------
Asset-Backed Securitization Transactions
----------------------------------------
TMCC periodically sells retail receivables and interests in lease finance
receivables through limited purpose subsidiaries TMCRC and TLI, respectively.
TMCC retains servicing rights for sold assets and receives a servicing fee
which is recognized over the remaining term of the related sold retail
receivables or interests in lease finance receivables. TMCRC and TLI retain
subordinated interests in the excess cash flows of these transactions, certain
cash deposits and other related amounts which are held as restricted assets
subject to limited recourse provisions. The Company's retained interests in
such receivables are included in investments in marketable securities and are
classified as available for sale.
Pre-tax gains on sold retail receivables and interests in lease finance
receivables are recognized in the period in which the sale occurs and are
included in other income. In determining such gains, the investment in the
sold retail receivable and interests in lease finance receivable pool is
allocated between the portion sold and the portion retained based on their
relative fair values on the date sold.
New Accounting Standards
------------------------
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." This SOP provides guidance
on accounting for certain costs in connection with obtaining or developing
computer software for internal use and requires that entities capitalize such
costs once certain criteria are met. The Company adopted SOP 98-1 as of
October 1, 1998. The effect on the Company's financial statements was not
material.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", effective for fiscal years beginning after
June 15, 1999. SFAS No. 133 requires companies to record derivatives on the
balance sheet as assets and liabilities, measured at fair value. Gains and
losses resulting from changes in the values of those derivatives would be
accounted for as components of comprehensive income depending on the use of the
derivative and whether it qualifies for hedge accounting. In June 1999, the
FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133", which
defers the effective date of SFAS No. 133 to fiscal years beginning after June
15, 2000. The Company has not determined the impact that adoption of this
standard will have on its consolidated financial statements. The Company plans
to adopt SFAS No. 133 by October 1, 2000, as required.
Reclassifications
-----------------
Certain 1998 and 1997 amounts have been reclassified to conform with the 1999
presentation.
-39-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3 - Investments in Marketable Securities
- ---------------------------------------------
TMCC records its investments in marketable securities which are designated as
available-for-sale at fair value estimated using quoted market prices or
discounted cash flow analysis. Unrealized gains, net of income taxes, related
to available-for-sale securities are included in comprehensive income.
Securities designated as held-to-maturity are recorded at amortized cost.
The estimated fair value and amortized cost of investments in marketable
securities are as follows:
September 30, 1999
----------------------------------------
Gross Gross
Fair Unrealized Unrealized
Cost Value Gains Losses
---- ----- ---------- ----------
(Dollars in Millions)
Available-for-sale securities:
Asset-backed securities............. $220 $229 $ 17 $ (8)
Corporate debt securities........... 90 87 - (3)
Equity securities................... 68 87 20 (1)
U.S. debt securities................ 33 33 - -
---- ---- ---- ----
Total available-for-sale securities.... $411 $436 $ 37 $(12)
==== ====
Held-to-maturity securities:
U.S. debt securities................ 14 14
---- ----
Total marketable securities............ $425 $450
==== ====
September 30, 1998
----------------------------------------
Gross Gross
Fair Unrealized Unrealized
Cost Value Gains Losses
---- ----- ---------- ----------
(Dollars in Millions)
Available-for-sale securities:
Asset-backed securities............. $201 $211 $ 10 $ -
Corporate debt securities........... 77 76 1 (2)
Equity securities................... 62 73 11 -
U.S. debt securities................ 61 63 2 -
---- ---- ---- ----
Total available-for-sale securities.... $401 $423 $ 24 $ (2)
==== ====
Held-to-maturity securities:
U.S. debt securities................ 12 12
---- ----
Total marketable securities............ $413 $435
==== ====
-40-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3 - Investments in Marketable Securities (Continued)
- ---------------------------------------------
The contractual maturities of investments in marketable securities at
September 30, 1999 are as follows:
Available-for-Sale Held-to-Maturity
Securities Securities
------------------ ----------------
Fair Fair
Cost Value Cost Value
---- ----- ---- -----
(Dollars in Millions)
Within one year...................... $ 7 $ 7 $ 11 $ 11
After one year through five years.... 59 58 3 3
After five years through ten years... 22 22 - -
After ten years...................... 35 33 - -
Equity securities.................... 68 87 - -
Asset-backed securities.............. 220 229 - -
---- ---- ---- ----
Total............................. $411 $436 $ 14 $ 14
==== ==== ==== ====
The proceeds from sales of available-for-sale securities were $562 million and
$659 million for the years ended September 30, 1999 and 1998, respectively.
Realized gains on sales of available-for-sale securities were $ 6 million,
$6 million and $5 million for the year ended September 30, 1999, 1998 and 1997,
respectively. Realized losses on sales of available-for-sale securities were
$5 million, $1 million and $2 million for the years ended September 30, 1999,
1998 and 1997, respectively.
-41-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Finance Receivables
- ----------------------------
Finance receivables, net consisted of the following:
September 30,
----------------------
1999 1998
------- -------
(Dollars in Millions)
Retail............................... $ 9,524 $ 8,395
Finance leases....................... 4,065 2,856
Wholesale and other dealer loans..... 1,292 1,099
------- -------
14,881 12,350
Unearned income...................... (888) (709)
Allowance for credit losses.......... (137) (120)
------- -------
Finance receivables, net.......... $13,856 $11,521
======= =======
Contractual maturities are as follows:
Due in the Wholesale
Years Ending and Other
September 30, Retail Dealer Loans
------------- ------ ------------
(Dollars in Millions)
2000.................. $3,018 $ 988
2001.................. 2,528 68
2002.................. 1,981 58
2003.................. 1,335 56
2004.................. 596 64
Thereafter............ 66 58
------ ------
Total.............. $9,524 $1,292
====== ======
Finance leases, net consisted of the following:
September 30,
---------------------
1999 1998
------ ------
(Dollars in Millions)
Minimum lease payments.................. $3,242 $2,339
Estimated unguaranteed residual values.. 823 517
------ ------
Finance leases....................... 4,065 2,856
Unearned income......................... (627) (434)
Allowance for credit losses............. (46) (20)
------ ------
Finance leases, net.................. $3,392 $2,402
====== ======
-42-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Finance Receivables (Continued)
- ----------------------------
The aggregate balances related to finance receivables 60 or more days past due
totaled $17 million and $16 million at September 30, 1999 and 1998,
respectively. Future minimum finance lease payments for each of the five
succeeding years ending September 30, are: 2000 - $789 million; 2001 - $842
million; 2002 - $959 million; 2003 - $447 million and 2004 - $205 million. A
substantial portion of TMCC's finance receivables have historically been repaid
prior to contractual maturity dates; contractual maturities and future minimum
lease payments as shown above should not be considered as necessarily
indicative of future cash collections. The majority of retail and finance
lease receivables do not involve recourse to the dealer in the event of
customer default.
Note 5 - Investments in Operating Leases
- ----------------------------------------
Investments in operating leases, net consisted of the following:
September 30,
----------------------
1999 1998
------- -------
(Dollars in Millions)
Vehicles................................. $10,246 $11,809
Equipment and other...................... 548 442
------- -------
10,794 12,251
Accumulated depreciation................. (2,124) (2,386)
Allowance for credit losses.............. (65) (100)
------- -------
Investments in operating leases, net.. $ 8,605 $ 9,765
======= =======
Rental income from operating leases was $2,185 million, $2,372 million and
$2,568 million for the years ended September 30, 1999, 1998 and 1997,
respectively. Future minimum rentals on operating leases for each of the five
succeeding years ending September 30, are: 2000 - $1,646 million; 2001 -
$1,024 million; 2002 - $402 million; 2003 - $88 million; 2004 - $6 million and
thereafter - $2 million. A substantial portion of TMCC's operating lease
contracts have historically been terminated prior to maturity; future minimum
rentals as shown above should not be considered as necessarily indicative of
future cash collections.
-43-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 6 - Allowance for Credit Losses
- ------------------------------------
An analysis of the allowance for credit losses follows:
Years ended September 30,
--------------------------
1999 1998 1997
---- ---- ----
(Dollars in Millions)
Allowance for credit losses
at beginning of period........... $220 $213 $203
Provision for credit losses......... 83 127 136
Charge-offs......................... (104) (120) (116)
Recoveries.......................... 17 17 12
Other adjustments................... (14) (17) (22)
---- ---- ----
Allowance for credit losses
at end of period................. $202 $220 $213
==== ==== ====
Note 7 - Sale of Retail Receivables and Interests in Lease Finance Receivables
- ------------------------------------------------------------------------------
TMCC maintains programs to sell retail receivables and interests in lease
finance receivables through limited purpose subsidiaries TMCRC and TLI,
respectively. During fiscal year 1999, TMCC sold interests in lease finance
receivables totaling $780 million and retail finance receivables totaling $989
million, as described below.
TMCC holds an Undivided Trust Interest ("UTI") in leases held in a titling
trust established by TMCC. In December 1998, TMCC identified certain leases
included in the UTI to be allocated to a separate portfolio represented by a
Special Unit of Beneficial Interest ("SUBI") totaling $780 million. TMCC then
sold the SUBI to TLI which in turn contributed substantially all of the SUBI
to a trust; TMCC continues to act as servicer for all assets represented by
the UTI and the SUBI and is paid a servicing fee. TLI retains subordinated
interests in the excess cash flows of these transactions, certain cash
deposits and other related amounts which are held as restricted assets subject
to limited recourse provisions. None of the lease assets represented by the
SUBI or the restricted assets are available to satisfy any obligations of
TMCC.
-44-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7 - Sale of Retail Receivables and Interests in Lease Finance Receivables
- ------------------------------------------------------------------------------
(Continued)
Following is a summary of amounts included in investment in marketable
securities and other receivables:
September 30,
---------------------
1999 1998
---- ----
(Dollars in Millions)
Investment in marketable securities
Interest only strips................ $130 $114
Allowance for estimated credit and
residual value losses on sold
receivables....................... (76) (62)
Undivided interest in trust......... 54 53
---- ----
Total........................... $108 $105
==== ====
Other Receivables................... $108 $ 78
==== ====
The pretax gain resulting from the sale of interests in lease finance
receivables and retail receivables totaled approximately $8 million, $15
million and $23 million in fiscal 1999, 1998 and 1997, respectively, after
providing an allowance for estimated credit and residual value losses.
Principal collections related to the lease receivables sold in December 1998
were used to purchase additional vehicle lease contracts resulting in gains of
approximately $7 million for fiscal 1999.
During fiscal 1999, TMCC recorded an adjustment to other receivables totaling
$19 million to recognize the impairment of an asset retained in the fiscal
1997 sale of interests in lease finance receivables. The impairment was
recognized when the future undiscounted cash flows of the asset was estimated
to be insufficient to recover its related carrying value. The impairment
adjustment is included in investment and other income.
The outstanding balance of the lease finance receivables represented by the
sold SUBI which TMCC continues to service totaled $3.1 billion and $2.8
billion at September 30, 1999 and 1998, respectively. The outstanding balance
of sold retail finance receivables which TMCC continues to service totaled
$1.0 billion and $493 million at September 30, 1999 and 1998, respectively.
-45-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8 - Notes and Loans Payable
- --------------------------------
Notes and loans payable at September 30, 1999 and 1998, which consisted of
senior debt, included the following:
September 30,
----------------------
1999 1998
------- -------
(Dollars in Millions)
Commercial paper, net................... $ 1,427 $ 2,546
Extendible commercial notes, net.......... 146 -
------- -------
Other senior debt, due in the years
ending September 30,:
1999.............................. - 1,943
2000.............................. 4,077 2,521
2001.............................. 3,213 2,678
2002.............................. 2,718 2,689
2003.............................. 2,095 1,884
2004.............................. 2,466 899
Thereafter........................ 2,336 2,324
------- -------
16,905 14,938
Unamortized premium..................... 87 113
------- -------
Total other senior debt........... 16,992 15,051
------- -------
Notes and loans payable........ $18,565 $17,597
======= =======
Short-term borrowings include commercial paper, extendible commercial notes and
certain medium-term notes ("MTNs"). The weighted average remaining term of
commercial paper was 21 days and 15 days at September 30, 1999 and 1998,
respectively. The weighted average interest rate on commercial paper was 5.33%
and 5.57% at September 30, 1999 and 1998, respectively. The weighted average
remaining term and weighted average interest rate on extendible commercial
notes at September 30, 1999 was 18 days and 5.39%, respectively. Short-term
MTNs with original terms of one year or less, included in other senior debt,
were $1,358 million and $488 million at September 30, 1999 and 1998,
respectively. The weighted average interest rate on these short-term MTNs was
5.57% and 5.52% at September 30, 1999 and 1998, respectively, including the
effect of interest rate swap agreements.
The weighted average interest rate on other senior debt was 5.45% and 5.65% at
September 30, 1999 and 1998, respectively, including the effect of interest
rate swap agreements and option-based products. The rates have been calculated
using rates in effect at September 30, 1999 and 1998, some of which are
floating rates that reset daily. Less than one percent of other senior debt at
September 30, 1999 had interest rates, including the effect of interest rate
swap agreements, that were fixed for a period of more than one year. The
weighted average of these fixed interest rates was 5.28% at September 30, 1999.
Approximately 41% of other senior debt at September 30, 1999 had floating
interest rates that were covered by option-based products. The weighted
average strike rate on these option-based products was 5.83% at September 30,
1999. TMCC manages interest rate risk through continuous adjustment of the mix
of fixed and floating rate debt using interest rate swap agreements and option-
based products.
-46-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8 - Notes and Loans Payable (Continued)
- --------------------------------
Included in notes and loans payable at September 30, 1999 and 1998 were
unsecured notes denominated in various foreign currencies as follows:
September 30,
------------------------------
1999 1998
----------- -----------
(Amounts in Millions)
British pound sterling.............. 675 564
Danish kroner....................... 400 400
Dutch guilder....................... 250 250
French franc........................ 1,545 1,545
German deutsche mark................ 3,342 3,442
Greek drachma....................... 5,000 5,000
Hong Kong dollar.................... 618 -
Italian lire........................ 477,300 927,300
Japanese yen........................ 140,268 134,240
Luxembourg franc.................... 2,000 2,000
New Zealand dollar.................. 200 200
Singapore dollar.................... 200 -
South African rand.................. 250 250
Swedish kronor...................... 1,060 1,060
Swiss franc......................... 3,110 3,385
Concurrent with the issuance of these unsecured notes, TMCC entered into cross
currency interest rate swap agreements to convert these obligations at maturity
into U.S. dollar obligations which in aggregate total a principal amount of
$8.2 billion at September 30, 1999. TMCC's foreign currency debt was
translated into U.S. dollars in the financial statements at the various foreign
currency spot exchange rates in effect at September 30, 1999. The receivables
or payables arising as a result of the differences between the September 30,
1999 foreign currency spot exchange rates and the contract rates applicable to
the cross currency interest rate swap agreements are classified in other
receivables or accounts payable and accrued expenses, respectively, and would
in aggregate total a net payable position of $621 million at September 30,
1999.
-47-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9 - Fair Value of Financial Instruments
- --------------------------------------------
The fair value of financial instruments at September 30, 1999 and 1998, was
estimated using the valuation methodologies described below. Considerable
judgement was employed in interpreting market data to develop estimates of fair
value; accordingly, the estimates presented herein are not necessarily
indicative of the amounts that the Company could realize in a current market
exchange. The use of different market assumptions or valuation methodologies
could have a material effect on the estimated fair value amounts.
The carrying amounts and estimated fair values of the Company's financial
instruments at September 30, 1999 and 1998 are as follows:
September 30,
---------------------------------------------------
1999 1998
------------------------ ------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
----------- ---------- ----------- ----------
(Dollars in Millions)
Balance sheet financial
instruments:
Assets:
Cash and cash equivalents........... $180 $180 $156 $156
Investments in marketable
securities....................... $450 $450 $435 $435
Retail finance receivables, net..... $10,464 $10,279 $9,120 $9,164
Other receivables................... $271 $271 $157 $157
Receivables from cross currency
interest rate swap agreements.... $95 $117 $147 $292
Liabilities:
Notes and loans payable............. $18,565 $19,401 $17,597 $18,376
Payables from cross currency
interest rate swap agreements.... $716 $466 $667 $401
Other payables...................... $380 $380 $328 $328
-48-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9 - Fair Value of Financial Instruments (Continued)
- --------------------------------------------
September 30,
-------------------------------------------------
1999 1998
----------------------- ------------------------
Contract or Unrealized Contract or Unrealized
Notional Gains/ Notional Gains/
Amount (Losses) Amount (Losses)
----------- ---------- ----------- ----------
(Dollars in Millions)
Off-balance sheet
financial instruments:
Cross currency interest
rate swap agreements.... $8,764 $(453) $8,969 $(92)
Interest rate swap
agreements.............. $8,980 $24 $7,284 $346
Option-based products...... $6,850 $41 $6,300 $5
Indexed note swap
agreements.............. $1,318 $2 $755 $(30)
The fair value estimates presented herein are based on information available to
management as of September 30, 1999 and 1998.
The methods and assumptions used to estimate the fair value of financial
instruments are summarized as follows:
Cash and Cash Equivalents
-------------------------
The carrying amount of cash and cash equivalents approximates market value due
to the short maturity of these investments.
Investments in Marketable Securities
------------------------------------
The fair value of marketable securities was estimated using quoted market
prices or discounted cash flow analysis.
Retail Finance Receivables
--------------------------
The carrying amounts of $1.1 billion and 1.0 billion of variable rate finance
receivables at September 30, 1999 and 1998,respectably, were assumed to
approximate fair value as these receivables reprice at prevailing market rates.
The fair value of fixed rate finance receivables was estimated by discounting
expected cash flows using the rates at which loans of similar credit quality
and maturity would be originated as of September 30, 1999 and 1998.
-49-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9 - Fair Value of Financial Instruments (Continued)
- --------------------------------------------
Other Receivables and Other Payables
------------------------------------
The carrying amount and fair value of other receivables and other payables are
presented separately from the receivables and payables arising from cross
currency interest rate swap agreements. The carrying amount of the remaining
other receivables and payables approximate market value due to the short
maturity of these instruments.
Notes and Loans Payable
-----------------------
The fair value of notes and loans payable was estimated by discounting expected
cash flows using the interest rates at which debt of similar credit quality and
maturity would be issued as of September 30, 1999 and 1998. The carrying
amount of commercial paper and extendible commercial notes were assumed to
approximate fair value due to the short maturity of these instruments.
Cross Currency Interest Rate Swap Agreements
--------------------------------------------
The estimated fair value of TMCC's outstanding cross currency interest rate
swap agreements was derived by discounting expected cash flows using quoted
market exchange rates and quoted market interest rates as of September 30, 1999
and 1998.
Interest Rate Swap Agreements
-----------------------------
The estimated fair value of TMCC's outstanding interest rate swap agreements
was derived by discounting expected cash flows using quoted market interest
rates as of September 30, 1999 and 1998.
Option-based Products
---------------------
The estimated fair value of TMCC's outstanding option-based products was
derived by discounting expected cash flows using market exchange rates and
market interest rates as of September 30, 1999 and 1998.
Indexed Note Swap Agreements
----------------------------
The estimated fair value of TMCC's outstanding indexed note swap agreements was
derived using quoted market prices as of September 30, 1999 and 1998.
-50-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 - Financial Instruments with Off-Balance Sheet Risk
- -----------------------------------------------------------
Inventory Lines of Credit
- -------------------------
TMCC has extended inventory floorplan lines of credit to dealers, the unused
portion of which amounted to $1.5 billion and $1.0 billion at September 30,
1999 and 1998, respectively. Security interests are acquired in vehicles and
equipment financed and substantially all such financings are backed by
corporate or individual guarantees from or on behalf of the participating
dealers.
Derivative Financial Instruments
- --------------------------------
TMCC utilizes a variety of derivative financial instruments to manage its
currency exchange rate risk arising as a result of borrowings denominated in
foreign currencies and its interest rate risk as explained in this note. TMCC
does not enter into these arrangements for trading purposes.
A reconciliation of the activity of TMCC's derivative financial instruments for
the years ended September 30, 1999 and 1998 is as follows:
September 30,
----------------------------------------------------------------
Cross
Currency
Interest Interest Indexed
Rate Swap Rate Swap Option-based Note Swap
Agreements Agreements Products Agreements
------------ ------------ ------------- ------------
1999 1998 1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ---- ---- ----
(Dollars in Billions)
Beginning Notional Amount... $9.0 $6.5 $7.3 $6.3 $6.3 $5.6 $0.8 $2.4
Add:
New agreements........... 0.5 3.6 4.7 3.1 2.7 2.6 0.8 0.3
Less:
Expired agreements....... 0.7 1.1 3.0 2.1 2.1 1.9 0.3 1.9
---- ---- ---- ---- ---- ---- ---- ----
Ending Notional Amount...... $8.8 $9.0 $9.0 $7.3 $6.9 $6.3 $1.3 $0.8
==== ==== ==== ==== ==== ==== ==== ====
-51-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 - Financial Instruments with Off-Balance Sheet Risk (Continued)
- -----------------------------------------------------------
Interest Rate Risk Management
- -----------------------------
TMCC utilizes interest rate swap agreements in managing its exposure to
interest rate fluctuations. Interest rate swap agreements are executed as an
integral part of specific debt transactions or on a portfolio basis. TMCC's
interest rate swap agreements involve agreements to pay fixed and receive a
floating rate, or receive fixed and pay a floating rate, at specified
intervals, calculated on an agreed-upon notional amount. Interest rate swap
agreements may also involve basis swap contracts which are agreements to
exchange the difference between certain floating interest amounts, such as the
net payment based on the commercial paper rate and the London Interbank Offered
Rate ("LIBOR"), calculated on an agreed-upon notional amount. The original
maturities of interest rate swap agreements ranged from one to five years at
September 30, 1999.
TMCC also utilizes option-based products in managing its exposure to interest
rate fluctuations. Option-based products are executed on a portfolio basis and
consist primarily of purchased interest rate cap agreements and to a lesser
extent corridor agreements. Option-based products are agreements which either
grant TMCC the right to receive or require TMCC to make payments at specified
interest rate levels. Approximately 41% of TMCC's other senior debt at
September 30, 1999 had floating interest rates that were covered by option-
based products which had an average strike rate of 5.83%. The premiums paid
for option-based products are included in deferred charges and are amortized to
interest expense over the life of the instruments on a straight-line basis.
Amounts receivable under option-based products are recorded as a reduction to
interest expense. The original maturities of option-based products ranged from
one to four years at September 30, 1999.
The aggregate notional amounts of interest rate swap agreements and option-
based products outstanding at September 30, 1999 and 1998 were as follows:
September 30,
---------------------
1999 1998
---- ----
(Dollars in Billions)
Floating rate swaps............................ $8.3 $5.2
Basis swaps.................................... 0.6 1.0
Fixed rate swaps............................... 0.1 1.1
---- ----
Total interest rate swap agreements........ $9.0 $7.3
==== ====
Option-based products.......................... $6.9 $6.3
==== ====
-52-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 - Financial Instruments with Off-Balance Sheet Risk (Continued)
- -----------------------------------------------------------
Interest Rate Risk Management (Continued)
- -----------------------------
TMCC utilizes indexed note swap agreements in managing its exposure in
connection with debt instruments whose interest rate and/or principal
redemption amounts are derived from other underlying instruments. Indexed note
swap agreements involve agreements to receive interest and/or principal amounts
associated with the indexed notes, denominated in either U.S. dollars or a
foreign currency, and to pay fixed or floating rates on fixed U.S. dollar
liabilities. At September 30, 1999, TMCC was the counterparty to $1.3 billion
of indexed note swap agreements, of which $0.4 billion was denominated in
foreign currencies and $0.9 billion was denominated in U.S. dollars. At
September 30, 1998, TMCC was the counterparty to $0.8 billion of indexed note
swap agreements, of which $0.3 billion was denominated in foreign currencies
and $0.5 billion was denominated in U.S. dollars. The original maturities of
indexed note swap agreements ranged from one to ten years at September 30,
1999.
The notional amounts of interest rate and indexed note swap agreements and
option-based products do not represent amounts exchanged by the parties and,
thus, are not a measure of the Company's exposure through its use of
derivatives. The amounts exchanged are calculated based on the notional
amounts and other terms of the derivatives which relate to interest rates or
financial or other indexes.
Foreign Exchange Risk Management
- --------------------------------
TMCC utilizes cross currency interest rate swap agreements to manage exposure
to exchange rate fluctuations on principal and interest payments for borrowings
denominated in foreign currencies. Notes and loans payable issued in foreign
currencies are hedged by concurrently executed cross currency interest rate
swap agreements which involve the exchange of foreign currency principal and
interest obligations for U.S. dollar obligations at agreed-upon currency
exchange and interest rates. The aggregate notional amounts of cross currency
interest rate swap agreements at September 30, 1999 and 1998 were $8.8 billion
and $9.0 billion, respectively. The original maturities of cross currency
interest rate swap agreements ranged from one to ten years at September 30,
1999.
-53-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 - Financial Instruments with Off-Balance Sheet Risk (Continued)
- -----------------------------------------------------------
Credit Risk Management
- ----------------------
TMCC manages the risk of counterparty default through the use of credit
standard guidelines, counterparty diversification and monitoring of
counterparty financial condition. At September 30, 1999, approximately 89% of
TMCC's derivative financial instruments, based on notional amounts, were with
commercial banks and investment banking firms assigned investment grade ratings
of "AA" or better by national rating agencies. TMCC does not anticipate non-
performance by any of its counterparties and has no reserves related to non-
performance as of September 30, 1999; TMCC has not experienced any counterparty
default during the three years ended September 30, 1999. Additionally, TMCC's
loss in the event of counterparty default is partially mitigated as a result of
master netting agreements in place with all derivative counterparties which
allow the net difference between TMCC and each counterparty to be exchanged in
the event of default.
Credit exposure of derivative financial instruments is represented by the fair
value of contracts with a positive fair value at September 30, 1999 reduced by
the effects of master netting agreements. The credit exposure of TMCC's
derivative financial instruments at September 30, 1999 was $88 million on an
aggregate notional amount of $26 billion.
Note 11 - Pension and Other Benefit Plans
- -----------------------------------------
All full-time employees of the Company are eligible to participate in the TMS
pension plan commencing on the first day of the month following hire. Benefits
payable under this non-contributory defined benefit pension plan are based upon
the employees' years of credited service and the highest sixty consecutive
months' compensation, reduced by a percentage of social security benefits. The
Company's pension expense was $6 million for the year ended September 30, 1999,
and $4 million for each of the years ended September 30, 1998 and 1997. At
September 30, 1999, 1998 and 1997, the accumulated benefit obligation and plan
net assets for employees of the Company were not determined separately from
TMS; however, the plan's net assets available for benefits exceeded the
accumulated benefit obligation. TMS funding policy is to contribute annually
the maximum amount deductible for federal income tax purposes.
-54-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 12 - Provision for Income Taxes
- ------------------------------------
The provision for income taxes consisted of the following:
Years ended September 30,
--------------------------
1999 1998 1997
---- ---- ----
(Dollars in Millions)
Current
Federal........................... $(130) $(317) $(14)
State............................. 17 (16) (14)
---- ---- ----
Total current ................. (113) (333) (28)
---- ---- ----
Deferred
Federal........................... 202 399 109
State............................. 9 41 40
---- ---- ----
Total deferred................. 211 440 149
---- ---- ----
Provision for income taxes.. $ 98 $107 $121
==== ==== ====
A reconciliation between the provision for income taxes computed by applying
the federal statutory tax rate to income before income taxes and actual income
taxes provided is as follows:
Years ended September 30,
-------------------------
1999 1998 1997
---- ---- ----
(Dollars in Millions)
Provision for income taxes at
federal statutory tax rate......... $ 81 $ 88 $ 99
State and local taxes (net of
federal tax benefit)............... 17 17 17
Other, including changes in
applicable state tax rates......... - 2 5
---- ---- ----
Provision for income taxes......... $ 98 $107 $121
==== ==== ====
Effective tax rate.................... 42.53% 42.81% 42.69%
-55-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 12 - Provision for Income Taxes (Continued)
- ------------------------------------
The deferred federal and state income tax liabilities are as follows:
September 30,
---------------------
1999 1998
---- ----
(Dollars in Millions)
Federal........................................ $1,403 $1,235
State.......................................... 151 144
------ ------
Net deferred income tax liability........... $1,554 $1,379
====== ======
The Company's deferred tax assets and liabilities consisted of the following:
September 30,
---------------------
1999 1998
---- ----
(Dollars in Millions)
Assets:
Alternative minimum tax..................... $ 137 $ 304
Provision for losses........................ 59 65
Deferred administrative fees................ 82 71
NOL carryforwards........................... 34 42
Deferred acquisition costs.................. 21 8
Unearned insurance premiums................. 4 4
Revenue recognition......................... 1 1
Other....................................... 2 2
------ ------
Deferred tax assets...................... 340 497
------ ------
Liabilities:
Lease transactions.......................... 1,696 1,679
State taxes................................. 188 189
Other....................................... 10 8
------ ------
Deferred tax liabilities................. 1,894 1,876
------ ------
Valuation allowance...................... - -
------ ------
Net deferred income tax liability..... $1,554 $1,379
====== ======
TMCC has state tax net operating loss carryforwards of $496 million which
expire beginning in fiscal 2000 through 2015.
-56-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 13 - Comprehensive Income
- ------------------------------
The Company's total comprehensive earnings were as follows:
Years Ended September 30,
-------------------------------
1999 1998 1997
------ ------ ------
(Dollars in Millions)
Net income.................................... $ 132 $ 144 $ 162
Other comprehensive income:
Net unrealized gains arising during
period (net of tax of $2, $4 and $3
in 1999, 1998 and 1997).............. 4 9 7
Less: reclassification adjustment for
gains included in net income
(net of tax of $1, $2 and $1
in 1999, 1998 and 1997)........... (2) (3) (2)
------ ------ ------
Net unrealized gain on available-for-sale
marketable securities................... 2 6 5
------ ------ ------
Total Comprehensive Income................. $ 134 $ 150 $ 167
====== ====== ======
-57-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 14 - Related Party Transactions
- ------------------------------------
An operating agreement with TMS and Toyota Motor Manufacturing North America
Inc. ("TMMNA") (the "Operating Agreement") provides that 100% ownership of TMCC
will be retained by TMS as long as TMCC has any funded debt outstanding and
that TMS and TMMNA will provide necessary equity contributions or other
financial assistance it deems appropriate to ensure that TMCC maintains a
minimum coverage on fixed charges of 1.10 times such charges in any fiscal
quarter. The coverage provision of the Operating Agreement is solely for the
benefit of the holders of TMCC's commercial paper and extendible commercial
notes. The Operating Agreement may be amended or terminated at any time
without notice to, or the consent of, holders of other TMCC obligations. The
Operating Agreement does not constitute a guarantee by TMS of any obligations
of TMCC.
TMCC has an arrangement to borrow and invest funds with TMS at short term
market rates. For the years ended September 30, 1999, 1998 and 1997, TMCC had
no borrowings from TMS. The Operating Agreement provides that borrowings from
TMS are subordinated to all other indebtedness of TMCC. For the years ended
September 30, 1999, 1998 and 1997, the highest amounts of funds invested with
TMS were $2 billion, $567 million and $817 million, respectively; interest
earned on these investments totaled $41 million, $3 million and $5 million for
the years ended September 30, 1999, 1998 and 1997, respectively.
Under an arrangement with the Parent, TMS provided support to TMCC for certain
vehicle disposition losses incurred during fiscal 1998. TMS support amounts
included in the Consolidated Statement of Income related to this arrangement
totaled $80 million for the year ended September 30, 1998. TMCC did not
receive any Parent support for vehicle disposition losses during fiscal 1999.
TMS provides certain technical and administrative services and incurs certain
expenses on the Company's behalf and, accordingly, allocates these charges to
the Company. The charges, reimbursed by TMCC to TMS, totaled $25 million,
$13 million and $12 million for the years ended September 30, 1999, 1998 and
1997, respectively. In addition, TMS sponsors special retail and lease
programs offered by TMCC; for the years ended September 30, 1999, 1998 and
1997, TMCC recognized revenue of $126 million, $142 million and $174 million,
respectively, related to TMS sponsored programs.
The Company leases its headquarters facility and Iowa Service Center from TMS;
rent expense paid to TMS for these facilities totaled $4 million, $3 million
and $3 million for the years ended September 30, 1999, 1998 and 1997,
respectively. TMCC leases a corporate aircraft to TMS and provides wholesale
financing for TMS affiliates; TMCC recognized revenue related to these
arrangements of $6 million, $7 million and $5 million for the years ended
September 30, 1999, 1998 and 1997, respectively.
TMIS provides certain insurance services, and insurance and reinsurance
coverages, respectively, to TMS. Premiums, commissions and fees earned on
these services for the years ended September 30, 1999, 1998 and 1997 totaled
$24 million, $18 million and $12 million, respectively.
In April 1999, Toyota Credit Canada Inc., an affiliate of the Company, paid off
$201 million in intercompany loans. Interest charged on these loans reflected
market rates and totaled $8 million for the year ended September 30, 1999.
-58-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15 - Lines of Credit/Standby Letters of Credit
- ---------------------------------------------------
To support its commercial paper program, TMCC maintains syndicated bank credit
facilities with certain banks which aggregated $2.7 billion and $3.0 billion at
September 30, 1999 and 1998, respectively. No loans were outstanding under any
of these bank credit facilities as of September 30, 1999 or 1998.
To facilitate and maintain letters of credit, TMCC maintains, along with TMS,
uncommitted, unsecured lines of credit with banks totaling $175 million as of
September 30, 1999 and 1998. Approximately $13 million and $12 million in
letters of credit had been issued as of September 30, 1999, and 1998,
respectively.
Note 16 - Commitments and Contingent Liabilities
- ------------------------------------------------
At September 30, 1999, the Company was a lessee under lease agreements for
facilities with minimum future commitments as follows: years ending
September 30, 2000 - $14 million; 2001 - $12 million; 2002 - $10 million;
2003 - $7 million; 2004 - $4 million and thereafter - $4 million.
TMCC has guaranteed payments of principal and interest on $58 million principal
amount of flexible rate demand pollution control revenue bonds maturing in
2006, issued in connection with the Kentucky manufacturing facility of an
affiliate.
Effective August 1999, TMCC has guaranteed payments of principal, interest and
premiums, if any, on $67.5 million principal amount of flexible rate demand
solid waste disposal revenue bonds issued by Putnam County, West Virginia, of
which $40 million matures in June 2028, and $27.5 million matures in August
2029. The bonds were issued in connection with the West Virginia manufacturing
facility of an affiliate.
Effective February 1999, TMCC has guaranteed payments of principal, interest
and premiums, if any, on $30 million principal amount of flexible rate demand
pollution control revenue bonds issued by Gibson County, Indiana, of which $10
million matures in October 2027, January 2028 and January 2029. The bonds were
issued in connection with the Indiana manufacturing facility of an affiliate.
Effective July 1999, TMCC has authorized a guarantee of up to $50 million of
the debt of TCA, of which $40 million has been guaranteed as of September 30,
1999.
TMCC has guaranteed the obligations of TMIS relating to vehicle service
insurance agreements issued in several states. These guarantees have been
given without regard to any security and without any limitation as to duration
or amount.
An operating agreement between TMCC and TCPR (the "Agreement"), provides that
TMCC will make necessary equity contributions or provide other financial
assistance TMCC deems appropriate to ensure that TCPR maintains a minimum
coverage on fixed charges of 1.10 times such fixed charges in any fiscal
quarter. The Agreement does not constitute a guarantee by TMCC of any
obligations of TCPR. The fixed charge coverage provision of the Agreement is
solely for the benefit of the holders of TCPR's commercial paper, and the
Agreement may be amended or terminated at any time without notice to, or the
consent of, holders of other TCPR obligations.
-59-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 16 - Commitments and Contingent Liabilities (Continued)
- ------------------------------------------------
Various legal actions, governmental proceedings and other claims are pending or
may be instituted or asserted in the future against TMCC and its subsidiaries
with respect to matters arising from the ordinary course of business. Certain
of these actions are or purport to be class action suits, seeking sizeable
damages. Certain of these actions are similar to suits which have been filed
against other financial institutions and captive finance companies. Management
and internal and external counsel perform periodic reviews of pending claims
and actions to determine the probability of adverse verdicts and resulting
amounts of liability. The amounts of liability on pending claims and actions
as of September 30, 1999 were not determinable; however, in the opinion of
management, the ultimate liability resulting therefrom should not have a
material adverse effect on TMCC's consolidated financial position or results of
operations.
Note 17 - Segment Information
- -----------------------------
The Company's operating segments include finance and insurance operations.
Finance operations include retail leasing, retail and wholesale financing and
certain other financial services to authorized Toyota and Lexus vehicle and
Toyota industrial equipment dealers and their customers in the United States
(excluding Hawaii) and Puerto Rico. Insurance operations are performed by TMIS
and subsidiaries. The principal activities of TMIS include marketing,
underwriting, claims administration and providing certain coverages related to
vehicle service agreements and contractual liability agreements sold by or
through Toyota and Lexus vehicle dealers and affiliates to customers in the
United States (excluding Hawaii). In addition, the insurance subsidiaries
insure and reinsure certain TMS and TMCC risks.
The accounting policies of the operating segments are the same as those
described in Note 2 of the Notes to Consolidated Financial Statements. The
Company reports consolidated financial information for both external and
internal purposes. Currently, TMCC's finance and insurance segments operate
only in the United States and Puerto Rico.
-60-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 17 - Segment Information (Continued)
- -----------------------------
Financial results for the Company's operating segments are summarized below:
September 30,
---------------------------------------
1999 1998 1997
--------- --------- ---------
(Dollars in Millions)
Assets:
Financing operations.................... $ 24,156 $ 22,858 $ 19,519
Insurance operations.................... 732 630 447
Eliminations/reclassifications.......... (310) (263) (136)
--------- --------- ---------
Total assets.......................... $ 24,578 $ 23,225 $ 19,830
========= ========= =========
Gross revenues:
Financing operations.................... $ 3,215 $ 3,295 $ 3,311
Insurance operations.................... 141 136 125
Eliminations............................ - - (8)
--------- --------- ---------
Total gross revenues.................. $ 3,356 $ 3,431 $ 3,428
========= ========= =========
Depreciation and amortization:
Financing operations.................... $ 1,710 $ 1,825 $ 1,821
Insurance operations.................... 1 1 1
--------- --------- ---------
Total depreciation and amortization... $ 1,711 $ 1,826 $ 1,822
========= ========= =========
Interest Expense:
Financing operations.................... $ 940 $ 994 $ 918
Insurance operations.................... - - -
--------- --------- ---------
Total interest expense $ 940 $ 994 $ 918
========= ========= =========
Interest Income:
Financing operations.................... $ 9 $ 1 $ -
Insurance operations.................... 20 19 15
--------- --------- ---------
Total interest income $ 29 $ 20 $ 15
========= ========= =========
Income tax expense:
Financing operations.................... $ 87 $ 92 $ 108
Insurance operations.................... 11 15 13
--------- --------- ---------
Total income tax expense.............. $ 98 $ 107 $ 121
========= ========= =========
Net Income:
Financing operations.................... $ 113 $ 119 $ 142
Insurance operations.................... 19 25 20
--------- --------- ---------
Net Income............................ $ 132 $ 144 $ 162
========= ========= =========
Capital expenditures:
Financing operations.................... $ 33 $ 32 $ 14
Insurance operations.................... 4 1 1
--------- --------- ---------
Total capital expenditures............ $ 37 $ 33 $ 15
========= ========= =========
-61-
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 18 - Selected Quarterly Financial Data (Unaudited)
- -------------------------------------------------------
Total
Financing Interest Depreciation Net
Revenues Expense on Leases Income
---------- -------- ------------ --------
(Dollars in Millions)
Year Ended September 30, 1999:
First quarter.............. $ 805 $243 $ 431 $ 35
Second quarter............. 786 220 427 28
Third quarter.............. 788 230 410 39
Fourth quarter............. 786 247 396 30
------ ---- ------ ----
Total................... $3,165 $940 $1,664 $132
====== ==== ====== ====
Year Ended September 30, 1998:
First quarter.............. $ 796 $234 $ 422 $ 37
Second quarter............. 800 239 414 30
Third quarter.............. 812 249 423 32
Fourth quarter............. 832 272 422 45
------ ---- ------ ----
Total................... $3,240 $994 $1,681 $144
====== ==== ====== ====
Year Ended September 30, 1997:
First quarter.............. $ 830 $227 $ 471 $ 38
Second quarter............. 829 225 446 47
Third quarter.............. 812 228 438 44
Fourth quarter............. 794 238 426 33
------ ---- ------ ----
Total................... $3,265 $918 $1,781 $162
====== ==== ====== ====
Note 19 - Subsequent Events
- ---------------------------
In December 1999, TMCC increased its investment in TCA from 15% to 33%.
Accordingly, the Company will change its method of carrying the investment
from cost to equity method in fiscal 2000 as required by generally accepted
accounting principles.
-62-
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.
The following table sets forth certain information regarding the directors and
executive officers of TMCC as of November 30, 1999.
Name Age Position
---- --- --------
Yoshimi Inaba............. 53 Director and President, TMCC;
Director and President, TMS;
Director, TMC
George Borst ............. 51 Director, Senior Vice President
and General Manager, TMCC;
Senior Vice President, TMS
Nobukazu Tsurumi.......... 51 Director, Group Vice President
and Treasurer, TMCC
Robert Pitts.............. 51 Director and Secretary, TMCC;
Group Vice President, TMS
James Press............... 53 Director, TMCC; Director and
Executive Vice President, TMS
Chiaki Yamaguchi.......... 49 Director, TMCC; Senior Vice
President and Treasurer, TMS
Douglas West.............. 54 Director, TMCC; Senior Vice
President and Secretary, TMS
Ryuji Araki............... 59 Director, TMCC; Senior Managing
Director, TMC
Michael Deaderick......... 53 Group Vice President - Operations
and Assistant Secretary, TMCC; Group
Vice President, TMS
All directors of TMCC are elected annually and hold office until their
successors are elected and qualified. Officers are elected annually and serve
at the pleasure of the Board of Directors.
Mr. Inaba was named Director and President of TMCC and TMS in June 1999. From
June 1997 to June 1999, Mr. Inaba was the General Manager of the Europe,
Africa and United Kingdom Division of TMC. In addition, Mr. Inaba became a
member of TMC's Board of Directors in 1997. From June 1996 to May 1997, Mr.
Inaba was Senior Vice President of TMS. From August 1995 to May 1996, Mr.
Inaba was Group Vice President of TMS. Mr. Inaba has been employed with TMC,
in various positions worldwide, since 1968.
Mr. Borst was named Director and Senior Vice President and General Manager of
TMCC in April 1997 and Senior Vice President of TMS in June 1997. From January
1993 to May 1997, Mr. Borst was Group Vice President of TMS. From April 1989
to December 1992, Mr. Borst was a Vice President of TMS. Mr. Borst has been
employed with TMS, in various positions, since 1985.
-63-
Mr. Tsurumi was named Director, Group Vice President and Treasurer of TMCC and
Vice President of TMS in January 1999. From January 1996 to December 1998, Mr.
Tsurumi was Managing Director for Toyota Finance Australia. From January 1994
to December 1995, Mr. Tsurumi was Deputy General Manager of the Accounting
Division of TMC. Mr. Tsurumi has been employed with TMC, in various positions
worldwide, since 1971.
Mr. Pitts was named Director of TMCC and Group Vice President of TMS in April
1993 and Secretary of TMCC in April 1997. From January 1984 to March 1993, he
was an executive with TMCC having been named General Manager in January 1984
and Vice President in April 1989. Mr. Pitts has been employed with TMS and
TMCC, in various positions, since 1971.
Mr. Press was named Director of TMCC in July 1999. He is also a Director and
Executive Vice President of TMS, positions he has held since June, 1996 and
July 1999, respectively. From March 1998 to July 1999, he was a Senior Vice
President of TMS. From April 1995 to March 1998, Mr. Press was Senior Vice
President and General Manager of Lexus. Mr. Press has been employed with TMS,
in various positions, since 1970.
Mr. Yamaguchi was named Director of TMCC and Senior Vice President and
Treasurer of TMS in May 1998. Mr. Yamaguchi became the General Manager of the
Financial Planning and Insurance Department of TMC in January 1997 and became
the General Manager of Funds and Foreign Exchange Management Department in
January 1998. From February 1990 to December 1996, Mr. Yamaguchi worked for
Chairman Shoichiro Toyoda as an Executive Assistant in the Toyota head office.
Mr. Yamaguchi has been employed with TMC, in various positions worldwide, since
1972.
Mr. West was named Director of TMCC and Senior Vice President and Secretary of
TMS in June 1996. From June 1996 to March 1997, Mr. West was also a Senior
Vice President and Secretary of TMCC. From April 1993 to May 1996, Mr. West
was a Group Vice President of TMS. Mr. West has been employed with TMS, in
various positions, since 1982.
Mr. Araki was named Director of TMCC in September 1995. He was named Managing
Director of TMC's Board of Directors in June 1997 and has served on TMC's Board
of Directors since September 1992. Mr. Araki has been employed with TMC, in
various positions, since 1962.
Mr. Deaderick was named Group Vice President - Operations of TMCC in April 1998
and Assistant Secretary in April 1997. From April 1995 to April 1998, Mr.
Deaderick was Vice President - Marketing and Operations of TMCC. From February
1990 to April 1995, Mr. Deaderick was Vice President and General Manager of
TMIS. Mr. Deaderick has been employed with TMCC and TMS, in various positions,
since 1971.
-64-
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following table sets forth all compensation awarded to, earned by, or paid
to the Company's Principal Executive Officer and the most highly compensated
executive officers whose salary and bonus for the latest fiscal year exceeded
$100,000, for services rendered in all capacities to the Company for the fiscal
years ended September 30, 1999, 1998 and 1997.
Annual Compensation
--------------------------------------------
Other Annual All
Name and Fiscal Compensation Other
Principal Position Year Salary ($) Bonus ($) ($) ($)
- --------------------- ------ ---------- --------- ------------ -------
George Borst 1999 $273,400 $162,300 - $8,700
Principal Executive 1998 $237,700 $150,300 - $3,300
Officer 1997 $115,500 $56,700 - $3,300
Nobukazu Tsurumi 1999 $117,700 $25,300 $23,800 -
Group Vice President 1998 N/A N/A N/A N/A
1997 N/A N/A N/A N/A
Michael Deaderick 1999 $215,300 $120,000 - $7,900
Group Vice President 1998 $193,200 $94,400 - $7,000
1997 $176,600 $81,600 - $6,400
- ------------
The amounts in this column represent housing allowances and relocation
costs.
The amounts in this column represent the Company's allocated contribution
under the TMS Savings Plan (the "Plan"), a tax-qualified 401(k) Plan.
Participants in the Plan may elect, subject to applicable law, to contribute up
to 15% of their base compensation on a pre-tax basis to which the Company adds
an amount equal to two-thirds of the first 6% of the employee's contribution.
Participants are vested 25% each year with respect to the Company's
contribution and are fully vested after four years. Subject to the limitations
of the Plan, employee and Company contributions are invested in various
investment options at the discretion of the employee. TMS also maintains a
401(k) Excess Plan, a non-qualified deferred compensation plan which has
similar provisions to the Saving Plan.
Effective April 1, 1997, Mr. Borst was appointed as Principal Executive
Officer. The compensation presented for Mr. Borst in fiscal year 1997 reflects
amounts earned for services to the Company during the partial period of the
fiscal year Mr. Borst served as Principal Executive Officer.
Effective January 1, 1999, Mr. Tsurumi was appointed as Group Vice
President and Treasurer. The compensation presented for Mr. Tsurumi for fiscal
year 1999 reflects amounts earned for services to the Company during the
partial period of the fiscal year served.
-65-
Employee Benefit Plan
The following pension plan table presents typical annual retirement benefits
under the TMS Pension Plan for various combinations of compensation and years
of credited service for participants who retire at age 62, assuming no final
average bonus and excluding Social Security offset amounts. The amounts are
subject to Federal statutory limitations governing pension calculations and
benefits.
Annual Benefits for
Final Average Years of Credited Service
Annual ------------------------------------
Compensation 15 20 25
------------- -------- -------- --------
$50,000 $15,000 $20,000 $25,000
$100,000 $30,000 $40,000 $50,000
$150,000 $45,000 $60,000 $75,000
$200,000 $60,000 $80,000 $100,000
$250,000 $75,000 $100,000 $125,000
$300,000 $90,000 $120,000 $150,000
$350,000 $105,000 $140,000 $175,000
$400,000 $120,000 $160,000 $200,000
$450,000 $135,000 $180,000 $225,000
$500,000 $150,000 $200,000 $250,000
All full-time employees of the Company are eligible to participate in the TMS
Pension Plan commencing on the first day of the month following hire. Benefits
payable under this non-contributory defined benefit pension plan are based upon
final average compensation, final average bonus and years of credited service.
Final average compensation is defined as the average of the participant's base
rate of pay, plus overtime, during the highest-paid 60 consecutive months prior
to the earlier of termination or normal retirement. Final average bonus is
defined as the highest average of the participant's fiscal year bonus, and
basic seniority-based cash bonus for non-managerial personnel, over a period of
60 consecutive months prior to the earlier of termination or normal retirement.
A participant generally becomes eligible for the normal retirement benefit at
age 62, and may be eligible for early retirement benefits starting at age 55.
The annual normal retirement benefit under the Pension Plan, payable monthly,
is an amount equal to the number of years of credited service (up to 25 years)
multiplied by the sum of (i) 2% of the participant's final average compensation
less 2% of the estimated annual Social Security benefit payable to the
participant at normal retirement and (ii) 1% of the participant's final average
bonus. The normal retirement benefit is subject to reduction for certain
benefits under any union-sponsored retirement plan and benefits attributable to
employer contributions under any defined-contribution retirement plan
maintained by TMS and its subsidiaries or any affiliate that has been merged
into the TMS Pension Plan.
-66-
The TMS Supplemental Executive Retirement Plan (TMS SERP), a non-qualified non-
contributing benefit plan, authorizes a benefit to be paid to eligible
executives, including Mr. Borst and Mr. Deaderick. Benefits under the TMS
SERP, expressed as an annuity payable monthly, are based on 2% of the
executive's compensation recognized under the plan multiplied by the years of
service credited under the plan (up to a maximum of 30), offset by benefits
payable under the TMS Pension Plan and the executive's primary Social Security
benefit. A covered participant's compensation may include base pay and a
percentage (not in excess of 100%) of bonus pay, depending on the executive's
length of service in certain executive positions. Similarly, years of service
credited under the plan are determined by reference, in part, to the
executive's length of service in certain executive positions. No benefit is
payable under the TMS SERP to an executive unless the executive's termination
of employment occurs on a date, after the executive reaches age 55, that is
agreed in writing by the President of TMS and the executive; and the executive
is vested in benefits under the TMS Pension Plan, or unless the executive
accepts an invitation to retire extended by the President of TMS.
Mr. Borst is a participant in the TMS Pension Plan and the TMS SERP, and had
14 years of total credited service as of September 30, 1999. Based upon years
of credited service allocable to TMCC, Mr. Borst may be entitled to receive
approximately $22,000 in annual pension plan benefits when Mr. Borst reaches
age 62. Mr. Borst also may be entitled to receive pension benefits from TMS
based upon services to and compensation by TMS.
Mr. Deaderick is a participant in the TMS Pension Plan and the TMS SERP, and
had 25 years of total credited service as of September 30, 1999. Based upon
years of credited service allocable to TMCC, Mr. Deaderick may be entitled to
receive approximately $74,000 in annual pension plan benefits when Mr.
Deaderick reaches age 62. Mr. Deaderick also may be entitled to receive
pension benefits from TMS based upon services to and compensation by TMS.
Compensation of Directors
No amounts are paid to members of the TMCC Board of Directors for their
services as directors.
Compensation Committee Interlocks and Insider Participation
Members of the Executive Committee of the Board of Directors, which consists of
the directors of TMCC other than Mr. Araki, participate in decisions regarding
the compensation of the executive officers of the Company. Certain of the
members of the Executive Committee are current or former executive officers of
the Company. Certain of the members of the Executive Committee are also
current executive officers and directors of TMS and its affiliates and
participate in compensation decisions for those entities.
-67-
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of the date hereof, all of TMCC's capital stock is owned by TMS.
ITEM 13. CERTAIN RELATIONSHIPS AND TRANSACTIONS.
Transactions between the Company, TMS and TMMNA are included in Note 2,
Note 11, Note 14, Note 15 and Note 16 of the Notes to the Consolidated
Financial Statements as well as Item 1 and Item 7. Certain directors and
executive officers of TMCC are also directors and executive officers of TMS as
described in Item 10.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1)Financial Statements
Included in Part II, Item 8 of this Form 10-K. See Index to
Financial Statements on page 29.
(2)Exhibits
The exhibits listed on the accompanying Exhibit Index, starting on
page 70, are filed as part of, or incorporated by reference into,
this Report.
(b)Reports on Form 8-K
There were no reports on Form 8-K filed by the registrant during the
quarter ended September 30, 1999.
-68-
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, in the City of Torrance,
State of California, on the 20th day of December, 1999.
TOYOTA MOTOR CREDIT CORPORATION
By /S/ GEORGE E. BORST
------------------------------
George E. Borst
Senior Vice President
and General Manager
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on the 20th day of December, 1999.
Signature Title
--------- -----
Senior Vice President and General
Manager and Director
/S/ GEORGE E. BORST (Principal Executive Officer)
- ------------------------------------
George E. Borst
Group Vice President/
Treasurer and Director
/S/ NOBUKAZU TSURUMI (Principal Financial Officer)
- ------------------------------------
Nobukazu Tsurumi
Vice President - Finance
and Administration
/S/ GREGORY WILLIS (Principal Accounting Officer)
- ------------------------------------
Gregory Willis
/S/ JAMES PRESS Director
- ------------------------------------
James Press
/S/ DOUGLAS WEST Director
- ------------------------------------
Douglas West
/S/ ROBERT PITTS Director
- ------------------------------------
Robert Pitts
-69-
EXHIBIT INDEX
Method
Exhibit of
Number Description Filing
- ------- ----------- --------
3.1(a) Articles of Incorporation filed with the California
Secretary of State on October 4, 1982. (1)
3.1(b) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
January 24, 1984. (1)
3.1(c) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
January 25, 1985. (1)
3.1(d) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
September 6, 1985. (1)
3.1(e) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
February 28, 1986. (1)
3.1(f) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
December 3, 1986. (1)
3.1(g) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
March 9, 1987. (1)
3.1(h) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
December 20, 1989. (2)
3.2 Bylaws as amended through January 16, 1993. (6)
4.1 Issuing and Paying Agency Agreement dated August 1,
1990 between TMCC and Bankers Trust Company. (3)
4.2(a) Indenture dated as of August 1, 1991 between TMCC and
The Chase Manhattan Bank, N.A. (4)
- -----------------
(1) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Registration Statement on Form S-1, File No. 33-22440.
(2) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Report on Form 10-K for the year ended September 30, 1989,
Commission File number 1-9961.
(3) Incorporated herein by reference to Exhibit 4.2 filed with TMCC's
Report on Form 10-K for the year ended September 30, 1990,
Commission File number 1-9961.
(4) Incorporated herein by reference to Exhibit 4.1(a), filed with TMCC's
Registration Statement on Form S-3, File No. 33-52359.
(6) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Report on Form 10-K for the year ended September 30, 1993,
Commission File number 1-9961.
-70-
EXHIBIT INDEX
Method
Exhibit of
Number Description Filing
- ------- ----------- ------
4.2(b) First Supplemental Indenture dated as of
October 1, 1991 among TMCC, Bankers Trust Company
and The Chase Manhattan Bank, N.A. (5)
4.3(a) Second Amended and Restated Agency Agreement dated
July 24, 1997 among TMCC, The Chase Manhattan Bank
and Chase Manhattan Bank Luxembourg S.A. (19)
4.3(b) Amendment No.1 to Second Amended and Restated Agency
Agreement dated July 24, 1998 among TMCC, The Chase
Manhattan Bank and Chase Manhattan Bank Luxembourg S.A. (21)
4.3(c) Amendment No.2 to Second Amended and Restated Agency Filed
Agreement dated July 23, 1999 among TMCC, The Chase Herewith
Manhattan Bank and Chase Manhattan Bank Luxembourg S.A.
4.4 TMCC has outstanding certain long-term debt as set
forth in Note 8 of the Notes to Consolidated Financial
Statements. Not filed herein as an exhibit, pursuant
to Item 601(b) (4)(iii)(A) of Regulation S-K under
the Securities Act of 1933, is any instrument which
defines the rights of holders of such long-term debt,
where the total amount of securities authorized
thereunder does not exceed 10% of the total assets
of TMCC and its subsidiaries on a consolidated
basis. TMCC agrees to furnish copies of all such
instruments to the Securities and Exchange Commission
upon request.
10.1(a) Operating Agreement dated January 16, 1984 between
TMCC and TMS. (15)
10.1(b) Amendment No. 1 to Operating Agreement dated May 14, 1996
between TMCC and TMS. (11)
10.1(c) Amendment No. 2 to Operating Agreement dated December 1,
1997 between TMCC, TMS and TMMNA (20)
- -----------------
(5) Incorporated herein by reference to Exhibit 4.1 filed with TMCC's
Current Report on Form 8-K dated October 16, 1991, Commission File
No. 1-9961.
(11) Incorporated herein by reference to Exhibit 10.1 filed with TMCC's
Report on Form 10-Q for the quarter ended March 31, 1996, Commission
File No. 1-9961.
(15) Incorporated herein by reference to Exhibit 10.1 filed with TMCC's
Registration Statement on Form S-1, File No. 33-22440.
(19) Incorporated herein by reference to Exhibit 4.3(a) filed with TMCC's
Current Report on Form 10-K for the year ended September 30, 1997,
Commission File No. 1-9961.
(20) Incorporated herein by reference to Exhibit 10.1(c) filed with TMCC's
Current Report on Form 10-K for the year ended September 30, 1997,
Commission File No. 1-9961.
(21) Incorporated herein by reference to Exhibit 4.3(b) filed with TMCC's
Current Report on Form 10-K for the year ended September 30, 1998,
Commission File No. 1-9961.
-71-
EXHIBIT INDEX
Method
Exhibit of
Number Description Filing
- ------- ----------- ------
10.1(d) Amendment No. 3 to Operating Agreement dated June 1, 1999
between TMCC, TMS and TMMNA (22)
10.4 Form of Indemnification Agreement between TMCC and
its directors and officers. (12)
10.5(a) Three-year Credit Agreement (the "Three-year Agreement")
dated as of September 29, 1994 among TMCC, Morgan
Guaranty Trust Company of New York, as agent, and
Bank of America National Trust and Savings Association,
The Bank of Tokyo, Ltd., The Chase Manhattan Bank, N.A.,
Citicorp USA, Inc. and Credit Suisse, as Co-Agents. (13)
10.5(b) Amendment No. 1 dated September 28, 1995 to the
Three-year Agreement. (14)
10.5(c) Amended and Restated Credit Agreement dated
September 24, 1996 to the Three-year Agreement. (16)
10.5(d) Amended and Restated Credit Agreement dated
September 23, 1997 to the Three-year Agreement. (17)
10.5 (e) Amendment dated March 19, 1999 to the Filed
Three-year Agreement Herewith
10.5(f) Amended and Restated Credit Agreement dated Filed
September 17, 1999 to the Three-year Agreement. Herewith
10.5(g) Fourth Amended and Restated 364-Day Credit Agreement
dated September 17, 1999 among TMCC, Bank of America
N.A. as Administrative Agent, The Chase Manhattan
Bank as Syndication Agent, The Bank of Tokyo-Mitsubishi
Ltd., and Citicorp USA, Inc. as Documentation Agents,
Banc of America Securities LLC as Sole Lead Arranger Filed
and Sole Book Manager and the other Banks named therein. Herewith
- ----------------
(12) Incorporated herein by reference to Exhibit 10.6 filed with TMCC's
Registration Statement on Form S-1, Commission File No. 33-22440.
(13) Incorporated herein by reference to Exhibit 10.10 filed with TMCC's
Report on Form 10-K for the year ended September 30, 1994,
Commission File No. 1-9961.
(14) Incorporated herein by reference to Exhibit 10.10(a) filed
with TMCC's Report on Form 10-K for the year ended September 30, 1995,
Commission File No. 1-9961.
(16) Incorporated herein by reference to Exhibit 10.9(d) filed with TMCC's
Report on Form 10-K for the year ended September 30, 1996, Commission
File No. 1-9961.
(17) Incorporated herein by reference to Exhibit 10.5(f) filed with TMCC's
Report on Form 10-K for the year ended September 30, 1997, Commission
File No. 1-9961.
(22) Incorporated herein by reference to Exhibit 10.1 filed with TMCC's
Report on Form 10-Q for the quarter ended June 30, 1999, Commission
File No. 1-9961.
-72-
EXHIBIT INDEX
Method
Exhibit of
Number Description Filing
- ------- ----------- ------
10.6 Toyota Motor Sales, U.S.A., Inc. Supplemental
Executive Retirement Plan. * (9)
10.7 Toyota Motor Sales, U.S.A., Inc. 401(k)
Excess Plan. * (10)
10.8 Amended and Restated Trust and Servicing Agreement
dated as of October 1, 1996 by and among TMCC,
TMTT, Inc., as titling trustee and U.S. Bank National
Association, as trust agent. (18)
12.1 Calculation of ratio of earnings to fixed charges. Filed
Herewith
21.1 TMCC's list of subsidiaries. Filed
Herewith
23.1 Consent of Independent Accountants. Filed
Herewith
27.1 Financial Data Schedule. Filed
Herewith
- ----------------
(9) Incorporated herein by reference to Exhibit 10.1 filed with TMCC's
Report on Form 10-Q for the quarter ended December 31, 1995, Commission
File No. 1-9961.
(10) Incorporated herein by reference to Exhibit 10.2 filed with TMCC's
Report on Form 10-Q for the quarter ended December 31, 1995, Commission
File No. 1-9961.
(18) Incorporated herein by reference to Exhibit 4.1 filed with Toyota Auto
Lease Trust 1997-A's Report on Form 8-A dated December 23, 1997,
Commission File No. 333-26717
*- Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to applicable rules of the Securities and
Exchange Commission.
-73-