TOYOTA MOTOR CREDIT CORP - FORM 10-Q

Attached files

file	filename
EX-31.2 - EXHIBIT 31.2 - 302 CERTIFICATION - TOYOTA MOTOR CREDIT CORP	exhibit_31-2.htm
EX-32.1 - EXHIBIT 32.1 - 906 CERTIFICATION - TOYOTA MOTOR CREDIT CORP	exhibit_32-1.htm
EX-32.2 - EXHIBIT 32.2 - 906 CERTIFICATION - TOYOTA MOTOR CREDIT CORP	exhibit_32-2.htm
EX-12.1 - EXHIBIT 12.1 - RATIO OF EARNINGS TO FIXED CHARGES - TOYOTA MOTOR CREDIT CORP	exhibit_12-1.htm
EXCEL - IDEA: XBRL DOCUMENT - TOYOTA MOTOR CREDIT CORP	Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - 302 CERTIFICATION - TOYOTA MOTOR CREDIT CORP	exhibit_31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number 1-9961

TOYOTA MOTOR CREDIT CORPORATION

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation or organization)	95-3775816 (I.R.S. Employer Identification No.)

19001 S. Western Avenue Torrance, California (Address of principal executive offices)	90501 (Zip Code)

Registrant's telephone number, including area code: (310) 468-1310

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer __ Accelerated filer __

Non-accelerated filer x Smaller reporting company __

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes __ No x

As of October 31, 2014, the number of outstanding shares of capital stock, no par value per share, of the registrant was 91,500, all of which shares were held by Toyota Financial Services Americas Corporation.

Reduced Disclosure Format

The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format.

TOYOTA MOTOR CREDIT CORPORATION

FORM 10-Q

For the quarter ended September 30, 2014

INDEX
PART I ...................................................................................................................................................................................................................	3

Item 1. Financial Statements...............................................................................................................................................................................

Consolidated Statement of Income........................................................................................................................................................................

Consolidated Statement of Comprehensive Income..............................................................................................................................................

Consolidated Balance Sheet...................................................................................................................................................................................

Consolidated Statement of Shareholder’s Equity..................................................................................................................................................

Consolidated Statement of Cash Flows.................................................................................................................................................................

Notes to Consolidated Financial Statements.........................................................................................................................................................

Item 2. Management’s Discussion and Analysis...............................................................................................................................................

Item 3. Quantitative and Qualitative Disclosures About Market Risk...............................................................................................................

Item 4. Controls and Procedures........................................................................................................................................................................

PART II................................................................................................................................................................................................................	72

Item 1. Legal Proceedings...................................................................................................................................................................................

Item 1A. Risk Factors.............................................................................................................................................................................................

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds................................................................................................................

Item 3. Defaults Upon Senior Securities.............................................................................................................................................................

Item 4. Mine Safety Disclosures..........................................................................................................................................................................

Item 5. Other Information...................................................................................................................................................................................

Item 6. Exhibits....................................................................................................................................................................................................

Signatures................................................................................................................................................................................................................

Exhibit Index...........................................................................................................................................................................................................

- 2 -

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
			Three Months Ended				Six Months Ended
			September 30,				September 30,
(Dollars in millions)			2014		2013		2014		2013
Financing revenues:
	Operating lease	$	1,497	$	1,255	$	2,900	$	2,464
	Retail		461		483		917		961
	Dealer		99		107		200		215
Total financing revenues			2,057		1,845		4,017		3,640

	Depreciation on operating leases		1,196		966		2,296		1,917
	Interest expense		215		314		345		850
Net financing revenues			646		565		1,376		873

Insurance earned premiums and contract revenues			160		143		313		282
Investment and other income, net			60		14		95		20
Net financing revenues and other revenues			866		722		1,784		1,175

Expenses:
	Provision for credit losses		79		28		117		39
	Operating and administrative		253		233		486		460
	Insurance losses and loss adjustment expenses		67		68		137		139
Total expenses			399		329		740		638

Income before income taxes			467		393		1,044		537
Provision for income taxes			176		149		389		202

Net income		$	291	$	244	$	655	$	335

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
			Three Months Ended				Six Months Ended
			September 30,				September 30,
(Dollars in millions)			2014		2013		2014		2013
Net income		$	291	$	244	$	655	$	335
Other comprehensive (loss) income, net of tax:
Net unrealized (losses) gains on available-for-sale
	marketable securities [net of tax benefit
	(provision) of $5, ($10), ($22),
	and $21, respectively]		(6)		16		36		(38)
Reclassification adjustment for net (gains) losses on
	available-for-sale marketable securities included in
	investment and other income, net [net of tax provision
	(benefit) of $11, ($5), $16 and ($15), respectively]		(21)		9		(28)		25
Other comprehensive (loss) income			(27)		25		8		(13)
Comprehensive income		$	264	$	269	$	663	$	322
See accompanying Notes to Consolidated Financial Statements.

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TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited)

(Dollars in millions)		September 30, 2014		March 31, 2014
ASSETS

Cash and cash equivalents		$	5,197	$	3,815
Restricted cash and cash equivalents			534		1,721
Investments in marketable securities			5,071		5,389
Finance receivables, net			65,484		65,176
Investments in operating leases, net			28,436		24,769
Other assets			1,293		1,870
Total assets		$	106,015	$	102,740

LIABILITIES AND SHAREHOLDER'S EQUITY

Debt		$	87,769	$	85,367
Deferred income taxes			7,152		6,747
Other liabilities			3,128		2,888
Total liabilities			98,049		95,002

Commitments and contingencies (See Note 12)

Shareholder's equity:
Capital stock, no par value (100,000 shares authorized; 91,500 issued
	and outstanding) at September 30, 2014 and March 31, 2014		915		915
Additional paid-in capital			2		2
Accumulated other comprehensive income			208		200
Retained earnings			6,841		6,621
Total shareholder's equity			7,966		7,738
Total liabilities and shareholder's equity		$	106,015	$	102,740

The following table presents the assets and liabilities of our consolidated variable interest entities (See Note 10).

(Dollars in millions)	September 30, 2014		March 31, 2014
ASSETS
Finance receivables, net	$	9,018	$	9,501
Investments in operating leases, net		-		156
Other assets		4		7
Total assets	$	9,022	$	9,664

LIABILITIES
Debt	$	7,887	$	8,158
Other liabilities		1		2
Total liabilities	$	7,888	$	8,160

See accompanying Notes to Consolidated Financial Statements.

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TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDER’S EQUITY
(Unaudited)

						Accumulated
						other
		Capital		Additional		comprehensive		Retained
(Dollars in millions)		stock		paid-in capital		income		earnings		Total

Balance at March 31, 2013		$	915	$	2	$	211	$	6,429	$	7,557

Net income for the six months ended
	September 30, 2013		-		-		-		335		335
Other comprehensive loss, net
	of tax		-		-		(13)		-		(13)
Dividend			-		-		-		(665)		(665)
Balance at September 30, 2013		$	915	$	2	$	198	$	6,099	$	7,214

Balance at March 31, 2014		$	915	$	2	$	200	$	6,621	$	7,738

Net income for the six months ended
	September 30, 2014		-		-		-		655		655
Other comprehensive income, net
	of tax		-		-		8		-		8
Dividend			-		-		-		(435)		(435)
Balance at September 30, 2014		$	915	$	2	$	208	$	6,841	$	7,966

See accompanying Notes to Consolidated Financial Statements.

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TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
			Six Months Ended September 30,
(Dollars in millions)			2014		2013
Cash flows from operating activities:
	Net income		$	655	$	335
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization		2,313		1,933
		Recognition of deferred income		(733)		(621)
		Provision for credit losses		117		39
		Amortization of deferred costs		307		280
		Foreign currency and other adjustments to the carrying value of debt, net		(828)		(122)
	Net realized (gain) loss from sales and other-than-temporary impairment on securities			(44)		40
	Net change in:
		Restricted cash		110		(10)
		Derivative assets		-		(4)
		Other assets (Note 8) and accrued income		(259)		12
		Deferred income taxes		399		231
		Derivative liabilities		16		(7)
		Other liabilities		208		203
Net cash provided by operating activities				2,261		2,309
Cash flows from investing activities:
	Purchase of investments in marketable securities			(2,427)		(1,539)
	Proceeds from sales of investments in marketable securities			463		286
	Proceeds from maturities of investments in marketable securities			2,339		2,227
	Acquisition of finance receivables			(13,775)		(13,847)
	Collection of finance receivables			12,446		12,019
	Net change in wholesale and certain working capital receivables			1,000		179
	Acquisition of investments in operating leases			(8,800)		(7,297)
	Disposals of investments in operating leases			3,198		3,617
	Advances to affiliates			(1,065)		(2,111)
	Repayments from affiliates			1,901		1,755
	Cash un-restricted/(restricted) to acquire finance receivables and investment in operating leases			1,077		-
	Other, net			(18)		(15)
Net cash used in investing activities				(3,661)		(4,726)
Cash flows from financing activities:
	Proceeds from issuance of debt			10,718		9,644
	Payments on debt			(6,940)		(9,772)
	Net change in commercial paper			(572)		2,930
	Advances from affiliates			51		37
	Repayments to affiliates			(40)		(32)
	Dividend paid to TFSA			(435)		(665)
Net cash provided by financing activities				2,782		2,142
Net increase (decrease) in cash and cash equivalents				1,382		(275)
Cash and cash equivalents at the beginning of the period				3,815		4,723
Cash and cash equivalents at the end of the period			$	5,197	$	4,448
Supplemental disclosures:
	Interest paid		$	529	$	572
	Income taxes paid (received), net		$	164	$	(35)

See accompanying Notes to Consolidated Financial Statements.

- 6 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 – Interim Financial Data

Basis of Presentation

The information furnished in these unaudited interim financial statements for the three and six months ended September 30, 2014 and 2013 has been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In the opinion of management, the unaudited financial information reflects all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods presented. The results of operations for the three and six months ended September 30, 2014 do not necessarily indicate the results which may be expected for the full fiscal year ending March 31, 2015 (“fiscal 2015”).

These financial statements should be read in conjunction with the Consolidated Financial Statements, significant accounting policies, and other notes to the Consolidated Financial Statements included in Toyota Motor Credit Corporation’s Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended March 31, 2014 (“fiscal 2014”), which was filed with the Securities and Exchange Commission (“SEC”) on May 29, 2014. References herein to “TMCC” denote Toyota Motor Credit Corporation, and references herein to “we”, “our”, and “us” denote Toyota Motor Credit Corporation and its consolidated subsidiaries.

Related party transactions presented in the Consolidated Financial Statements are disclosed in Note 14 – Related Party Transactions of the Notes to Consolidated Financial Statements.

New Accounting Guidance

In May 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance on the recognition of revenue from contracts with customers. This comprehensive standard will supersede virtually all existing revenue recognition guidance. This accounting guidance is effective for us on April 1, 2017. We are currently evaluating the impact of this guidance on our consolidated financial statements.

Recently Adopted Accounting Guidance

In April 2014, we adopted new FASB accounting guidance that requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In April 2014, we adopted new FASB accounting guidance related to the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements. Pursuant to the new guidance, an entity is required to measure these obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. Additionally, the guidance requires disclosure of the nature and amount of the obligation as well as other information about those obligations within the footnotes to its financial statements. The adoption of this guidance did not have a material impact on our consolidated financial statements.

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 2 – Fair Value Measurements

Recurring Fair Value Measurements

The following tables summarize our financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2014 and March 31, 2014, by level within the fair value hierarchy. Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Derivative assets were reduced by a counterparty credit valuation adjustment of $1 million as of September 30, 2014 and March 31, 2014. Derivative liabilities were reduced by a non-performance credit valuation adjustment of less than $1 million as of September 30, 2014 and March 31, 2014.

As of September 30, 2014
					Fair value measurements on a recurring basis
										Counterparty
										netting &		Fair
(Dollars in millions)				Level 1		Level 2		Level 3		collateral		value
Cash equivalents:
	Money market instruments			$	955	$	1,019	$	-	$	-	$	1,974
	U.S. government and agency obligations				-		181		-		-		181
	Certificates of deposit				-		2,350		-		-		2,350
	Commercial paper				-		300		-		-		300
	Cash equivalents total				955		3,850		-		-		4,805
Available-for-sale securities:
	Debt instruments:
		U.S. government and agency obligations			1,077		1,167		2		-		2,246
		Municipal debt securities			-		12		-		-		12
		Certificates of deposit			-		30		-		-		30
		Commercial paper			-		271		-		-		271
		Corporate debt securities			-		155		12		-		167
		Mortgage-backed securities:
			U.S. government agency		-		57		-		-		57
			Non-agency residential		-		-		4		-		4
			Non-agency commercial		-		-		46		-		46
		Asset-backed securities			-		-		30		-		30
	Equity instruments:
		Fixed income mutual funds:
			Short-term floating NAV fund II		-		190		-		-		190
			Short-term sector fund		-		37		-		-		37
			U.S. government sector fund		-		274		-		-		274
			Municipal sector fund		-		19		-		-		19
			Investment grade corporate sector fund		-		265		-		-		265
			High-yield sector fund		-		37		-		-		37
			Real return sector fund		-		229		-		-		229
			Mortgage sector fund		-		441		-		-		441
			Asset-backed securities sector fund		-		42		-		-		42
			Emerging market sector fund		-		55		-		-		55
			International sector fund		-		146		-		-		146
		Equity mutual fund			473		-		-		-		473
	Available-for-sale securities total				1,550		3,427		94		-		5,071
	Derivative assets:
		Foreign currency swaps			-		367		53		-		420
		Interest rate swaps			-		334		2		-		336
		Counterparty netting and collateral			-		-		-		(707)		(707)
	Derivative assets total				-		701		55		(707)		49
Assets at fair value					2,505		7,978		149		(707)		9,925
	Derivative liabilities:
		Foreign currency swaps			-		(517)		-		-		(517)
		Interest rate swaps			-		(366)		-		-		(366)
		Counterparty netting and collateral			-		-		-		861		861
Liabilities at fair value					-		(883)		-		861		(22)
Net assets at fair value				$	2,505	$	7,095	$	149	$	154	$	9,903

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 2 – Fair Value Measurements (Continued)

As of March 31, 2014
					Fair value measurements on a recurring basis
										Counterparty
										netting &		Fair
(Dollars in millions)				Level 1		Level 2		Level 3		collateral		value
Cash equivalents:
	Money market instruments			$	730	$	694	$	-	$	-	$	1,424
	Certificates of deposit				-		1,437		-		-		1,437
	Commercial paper				-		708		-		-		708
	Cash equivalents total				730		2,839		-		-		3,569
Restricted Cash Equivalents-money market instruments					1,077		-		-		-		1,077
Available-for-sale securities:
	Debt instruments:
		U.S. government and agency obligations			398		252		2		-		652
		Municipal debt securities			-		11		-		-		11
		Certificates of deposit			-		1,599		-		-		1,599
		Commercial paper			-		507		-		-		507
		Corporate debt securities			-		157		12		-		169
		Mortgage-backed securities:
			U.S. government agency		-		60		-		-		60
			Non-agency residential		-		-		5		-		5
			Non-agency commercial		-		-		43		-		43
		Asset-backed securities			-		-		27		-		27
	Equity instruments:
		Fixed income mutual funds:
			Short-term sector fund		-		44		-		-		44
			U.S. government sector fund		-		327		-		-		327
			Municipal sector fund		-		22		-		-		22
			Investment grade corporate sector fund		-		316		-		-		316
			High-yield sector fund		-		45		-		-		45
			Real return sector fund		-		274		-		-		274
			Mortgage sector fund		-		520		-		-		520
			Asset-backed securities sector fund		-		50		-		-		50
			Emerging market sector fund		-		66		-		-		66
			International sector fund		-		171		-		-		171
		Equity mutual fund			481		-		-		-		481
	Available-for-sale securities total				879		4,421		89		-		5,389
	Derivative assets:
		Foreign currency swaps			-		804		70		-		874
		Interest rate swaps			-		358		3		-		361
		Counterparty netting and collateral			-		-		-		(1,186)		(1,186)
	Derivative assets total				-		1,162		73		(1,186)		49
Assets at fair value					2,686		8,422		162		(1,186)		10,084
	Derivative liabilities:
		Foreign currency swaps			-		(252)		-		-		(252)
		Interest rate swaps			-		(553)		-		-		(553)
		Counterparty netting and collateral			-		-		-		799		799
Liabilities at fair value					-		(805)		-		799		(6)
Net assets at fair value				$	2,686	$	7,617	$	162	$	(387)	$	10,078

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 2 – Fair Value Measurements (Continued)

Transfers between levels of the fair value hierarchy are recognized at the end of their respective reporting periods. During the three and six months ended September 30, 2014, there were no transfers between levels. During the three and six months ended September 30, 2013, there was a $2 million transfer from the Corporate debt securities asset class to the U.S. government and agency obligations asset class within the Level 3 debt instruments due to a reclassification of an existing debt instrument.

The following tables summarize the reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs for the three and six months ended September 30, 2014 and 2013:

Three Months Ended September 30, 2014

			Fair value measurements using significant unobservable inputs (Level 3)
																				Total net
																				assets
			Available-for-sale securities										Derivative instruments, net							(liabilities)

			U.S.								Total						Total
			government		Corporate		Mortgage-		Asset-		available-		Interest		Foreign		derivative
			and agency		debt		backed		backed		for-sale		rate		currency		assets
(Dollars in millions)			obligations		securities		securities		securities		securities		swaps		swaps		(liabilities)
Fair value, July 1, 2014			$	2	$	12	$	45	$	29	$	88	$	3	$	78	$	81	$	169
Total gains (losses)
		Included in earnings		-		-		-		-		-		(1)		(25)		(26)		(26)
		Included in other comprehensive income		-		-		-		-		-		-		-		-		-
Purchases, issuances, sales, and
	settlements
		Purchases		-		3		11		3		17		-		-		-		17
		Issuances		-		-		-		-		-		-		-		-		-
		Sales		-		(3)		(5)		-		(8)		-		-		-		(8)
		Settlements		-		-		(1)		(2)		(3)		-		-		-		(3)
Transfers in to Level 3				-		-		-		-		-		-		-		-		-
Transfers out of Level 3				-		-		-		-		-		-		-		-		-
Fair value, September 30, 2014			$	2	$	12	$	50	$	30	$	94	$	2	$	53	$	55	$	149
The amount of total (losses)
for the period included in
earnings attributable to the
change in unrealized gains or
losses related to assets still held
at the reporting date													$	(1)	$	(25)	$	(26)	$	(26)

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 2 – Fair Value Measurements (Continued)

Three Months Ended September 30, 2013
				Fair value measurements using significant unobservable inputs (Level 3)
																					Total net
																					assets
			Available-for-sale securities									Derivative instruments, net									(liabilities)

		U.S.								Total								Total
		government		Corporate		Mortgage-		Asset-		available-		Interest		Foreign				derivative
		and agency		debt		backed		backed		for-sale		rate		currency		Embedded		assets
(Dollars in millions)		obligations		securities		securities		securities		securities		swaps		swaps		derivatives		(liabilities)
Fair value, July 1, 2013		$	-	$	4	$	53	$	19	$	76	$	11	$	23	$	(7)	$	27	$	103
Total gains (losses)
	Included in earnings		-		-		-		-		-		2		28		(2)		28		28
	Included in other comprehensive income		-		-		-		-		-		-		-		-		-		-
Purchases, issuances, sales, and settlements
	Purchases		-		-		2		-		2		-		-		-		-		2
	Issuances		-		-		-		-		-		-		-		-		-		-
	Sales		-		-		-		-		-		-		-		-		-		-
	Settlements		-		-		(1)		-		(1)		-		(1)		-		(1)		(2)
Transfers in to Level 3			2		-		-		-		2		-		-		-		-		2
Transfers out of Level 3			-		(2)		-		-		(2)		-		-		-		-		(2)
Fair value, September 30, 2013		$	2	$	2	$	54	$	19	$	77	$	13	$	50	$	(9)	$	54	$	131
The amount of total gains/(losses)
for the period included in
earnings attributable to the
change in unrealized gains or
losses related to assets still held
at the reporting date												$	2	$	28	$	(2)	$	28	$	28

Six Months Ended September 30, 2014
		Fair value measurements using significant unobservable inputs (Level 3)
																			Total net
																			assets
		Available-for-sale securities										Derivative instruments, net							(liabilities)

		U.S.								Total						Total
		government		Corporate		Mortgage-		Asset-		available-		Interest		Foreign		derivative
		and agency		debt		backed		backed		for-sale		rate		currency		assets
(Dollars in millions)		obligations		securities		securities		securities		securities		swaps		swaps		(liabilities)
Fair value, April 1, 2014		$	2	$	12	$	48	$	27	$	89	$	3	$	70	$	73	$	162
Total (losses) gains
	Included in earnings		-		-		-		-		-		-		(12)		(12)		(12)
	Included in other comprehensive income		-		-		1		-		1		-		-		-		1
Purchases, issuances, sales, and settlements
	Purchases		-		3		12		6		21		-		-		-		21
	Issuances		-		-		-		-		-		-		-		-		-
	Sales		-		(3)		(7)		-		(10)		-		-		-		(10)
	Settlements		-		-		(4)		(3)		(7)		(1)		(5)		(6)		(13)
Transfers in to Level 3			-		-		-		-		-		-		-		-		-
Transfers out of Level 3			-		-		-		-		-		-		-		-		-
Fair value, September 30, 2014		$	2	$	12	$	50	$	30	$	94	$	2	$	53	$	55	$	149
The amount of total (losses)
for the period included in
earnings attributable to the
change in unrealized gains or
losses related to assets still held
at the reporting date												$	-	$	(12)	$	(12)	$	(12)

- 11 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 2 – Fair Value Measurements (Continued)

Six Months Ended September 30, 2013

				Fair value measurements using significant unobservable inputs (Level 3)
																				Total net
																				assets
				Available-for-sale securities								Derivative instruments, net								(liabilities)

		U.S.								Total								Total
		government		Corporate		Mortgage-		Asset-		available-		Interest		Foreign				derivative
		and agency		debt		backed		backed		for-sale		rate		currency		Embedded		assets
(Dollars in millions)		obligations		securities		securities		securities		securities		swaps		swaps		derivatives		(liabilities)
Fair value, April 1, 2013		$	-	$	4	$	56	$	13	$	73	$	12	$	55	$	(12)	$	55	$	128
Total gains (losses)
	Included in earnings		-		-		-		-		-		2		7		3		12		12
	Included in other comprehensive income		-		-		(3)		-		(3)		-		-		-		-		(3)
Purchases, issuances, sales, and settlements
	Purchases		-		-		2		7		9		-		-		-		-		9
	Issuances		-		-		-		-		-		-		-		-		-		-
	Sales		-		-		-		-		-		-		-		-		-		-
	Settlements		-		-		(1)		(1)		(2)		(1)		(12)		-		(13)		(15)
Transfers into Level 3			2		-		-		-		2		-		-		-		-		2
Transfers out of Level 3			-		(2)		-		-		(2)		-		-		-		-		(2)
Fair value, September 30, 2013		$	2	$	2	$	54	$	19	$	77	$	13	$	50	$	(9)	$	54	$	131
The amount of total gains/
(losses) for the period included
in earnings attributable to the
change in unrealized gains or
losses related to assets still held
at the reporting date												$	2	$	9	$	(3)	$	8	$	8

Nonrecurring Fair Value Measurements

Nonrecurring fair value measurements consist of Level 3 net finance receivables that are not measured at fair value on a recurring basis, but are subject to fair value adjustments utilizing the fair value of the underlying collateral, if collateral dependent, when there is evidence of impairment. For these assets, we record the fair value on a nonrecurring basis and disclose changes in fair value during the reporting period. These nonrecurring fair value measurements were not significant as of September 30, 2014 and March 31, 2014.

- 12 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 2 – Fair Value Measurements (Continued)

Level 3 Fair Value Measurements at September 30, 2014 and March 31, 2014

The fair value measurements of Level 3 financial assets and liabilities subject to recurring and nonrecurring fair value measurement, and the corresponding change in the fair value measurements of these assets and liabilities, were not significant to our Consolidated Balance Sheet or Consolidated Statement of Income as of and for the three months and six months ended September 30, 2014 and as of and for the year ended March 31, 2014.

Financial Instruments

The following tables provide information about assets and liabilities not carried at fair value on a recurring basis in our Consolidated Balance Sheet:

					Fair value measurement hierarchy
			Carrying								Total Fair
(Dollars in millions)			value		Level 1		Level 2		Level 3		Value
As of September 30, 2014

Financial assets
	Finance receivables, net
		Retail loan	$	50,126	$	-	$	-	$	50,303	$	50,303
		Commercial		197		-		-		189		189
		Wholesale		8,223		-		-		8,368		8,368
		Real estate		4,579		-		-		4,597		4,597
		Working capital		1,974		-		-		1,971		1,971

Financial liabilities
	Commercial paper		$	27,138	$	-	$	27,138	$	-	$	27,138
	Unsecured notes and loans payable			52,744		-		53,040		719		53,759
	Secured notes and loans payable			7,887		-		-		7,890		7,890

- 13 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 2 - Fair Value Measurements (Continued)

					Fair value measurement hierarchy
			Carrying								Total Fair
(Dollars in millions)			value		Level 1		Level 2		Level 3		Value
As of March 31, 2014

Financial assets
	Finance receivables, net
		Retail loan	$	48,892	$	-	$	-	$	49,392	$	49,392
		Commercial		174		-		-		160		160
		Wholesale		9,344		-		-		9,391		9,391
		Real estate		4,601		-		-		4,552		4,552
		Working capital		1,802		-		-		1,807		1,807

Financial liabilities
	Commercial paper		$	27,709	$	-	$	27,709	$	-	$	27,709
	Unsecured notes and loans payable			49,500		-		49,697		736		50,433
	Secured notes and loans payable			8,158		-		-		8,165		8,165

The carrying value of each class of finance receivables is presented including accrued interest and deferred fees and costs, net of deferred income and the allowance for credit losses. The amount excludes related party receivables of $94 million and $89 million at September 30, 2014 and March 31, 2014 and direct finance leases of $291 million and $274 million at September 30, 2014 and March 31, 2014, respectively.

The carrying value of unsecured notes and loans payable represents the sum of unsecured notes and loans payable and carrying value adjustment as described in Note 9 - Debt.

- 14 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 3 – Investments in Marketable Securities

We classify all of our investments in marketable securities as available-for-sale. The amortized cost and estimated fair value of investments in marketable securities and related unrealized gains and losses were as follows:

				September 30, 2014
				Amortized		Unrealized		Unrealized		Fair
(Dollars in millions)				cost		gains		losses		value
Available-for-sale securities:
	Debt instruments:
		U.S. government and agency obligations		$	2,246	$	1	$	(1)	$	2,246
		Municipal debt securities			11		1		-		12
		Certificates of deposit			30		-		-		30
		Commercial paper			271		-		-		271
		Corporate debt securities			163		5		(1)		167
		Mortgage-backed securities:
			U.S. government agency		55		2		-		57
			Non-agency residential		3		1		-		4
			Non-agency commercial		46		1		(1)		46
		Asset-backed securities			30		-		-		30
	Equity instruments:
		Fixed income mutual funds:
			Short-term floating NAV fund II		190		-		-		190
			Short-term sector fund		35		2		-		37
			U.S. government sector fund		271		3		-		274
			Municipal sector fund		18		1		-		19
			Investment grade corporate sector fund		239		26		-		265
			High-yield sector fund		32		6		(1)		37
			Real return sector fund		229		-		-		229
			Mortgage sector fund		432		9		-		441
			Asset-backed securities sector fund		33		9		-		42
			Emerging market sector fund		54		1		-		55
			International sector fund		142		4		-		146
		Equity mutual fund			203		270		-		473
Total investments in marketable securities				$	4,733	$	342	$	(4)	$	5,071

- 15 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 3 – Investments in Marketable Securities (Continued)

					March 31, 2014
				Amortized		Unrealized		Unrealized		Fair
(Dollars in millions)				cost		gains		losses		value
Available-for-sale securities:
	Debt instruments:
		U.S. government and agency obligations		$	652	$	1	$	(1)	$	652
		Municipal debt securities			10		1		-		11
		Certificates of deposit			1,599		-		-		1,599
		Commercial paper			507		-		-		507
		Corporate debt securities			164		6		(1)		169
		Mortgage-backed securities:
			U.S. government agency		60		1		(1)		60
			Non-agency residential		4		1		-		5
			Non-agency commercial		44		1		(2)		43
		Asset-backed securities			27		-		-		27
	Equity instruments:
		Fixed income mutual funds:
			Short-term sector fund		41		3		-		44
			U.S. government sector fund		329		-		(2)		327
			Municipal sector fund		21		1		-		22
			Investment grade corporate sector fund		283		33		-		316
			High-yield sector fund		38		7		-		45
			Real return sector fund		275		-		(1)		274
			Mortgage sector fund		519		1		-		520
			Asset-backed securities sector fund		40		10		-		50
			Emerging market sector fund		65		1		-		66
			International sector fund		170		2		(1)		171
		Equity mutual fund			217		264		-		481
Total investments in marketable securities				$	5,065	$	333	$	(9)	$	5,389

The fixed income mutual funds are investments in funds that are privately placed and managed by an open-end investment management company (the “Trust”). The total fair value of private placement fixed income mutual funds was $1.7 billion and $1.8 billion at September 30, 2014 and March 31, 2014, respectively. We may redeem shares during any 90 day period solely in cash up to the lesser of $250 thousand or 1 percent of the Trust’s asset value at the beginning of such period. Although the Trust will normally redeem all shares for cash, it may, in unusual circumstances, redeem amounts exceeding the lesser of the two amounts described above, in whole or in part, by payment in kind of securities held by the respective fund.

- 16 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 3 – Investments in Marketable Securities (Continued)

Unrealized Losses on Securities

At September 30, 2014 and March 31, 2014, the unrealized losses of investments in marketable securities in a loss position were not significant.

Realized Gains and Losses on Securities

The following table represents realized gains and losses by transaction type for the following:

		Three Months Ended September 30,				Six Months Ended September 30,
(Dollars in millions)		2014		2013		2014		2013
Available-for-sale securities:
	Realized gains on sales	$	32	$	11	$	44	$	16
	Realized losses on sales	$	-	$	(2)	$	-	$	(3)
	Other-than-temporary impairment	$	-	$	(23)	$	-	$	(53)

Other-than-temporary impairment write-downs were not significant during the three and six months ended September 30, 2014. Substantially all of the other-than-temporary impairment write-downs of $23 million and $53 million during the three and six months ended September 30, 2013, respectively, were related to fixed income mutual funds.

Contractual Maturities

The fair value and contractual maturities of available-for-sale debt instruments at September 30, 2014 are summarized in the following table. Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations.

		September 30, 2014
(Dollars in millions)		Amortized Cost		Fair Value
Available-for-sale debt instruments:
	Due within 1 year	$	2,427	$	2,427
	Due after 1 year through 5 years		171		172
	Due after 5 years through 10 years		72		73
	Due after 10 years		51		54
	Mortgage-backed and asset-backed securities1		134		137
Total		$	2,855	$	2,863
1 Mortgage-backed and asset-backed securities are shown separately because these securities do not have a single maturity date.

Securities on Deposit

In accordance with statutory requirements, we had on deposit with state insurance authorities U.S. debt securities with amortized cost and fair value of $6 million at both September 30, 2014 and March 31, 2014.

- 17 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 4 – Finance Receivables, Net

Finance receivables, net consist of retail and dealer accounts including accrued interest and deferred fees and costs, net of the allowance for credit losses and deferred income. Securitized receivables represent retail loan receivables that have been sold for legal purposes to securitization trusts but continue to be included in our consolidated financial statements. Cash flows from these securitized receivables are available only for the repayment of debt issued by these trusts and other obligations arising from the securitization transactions. They are not available for payment of our other obligations or to satisfy claims of our other creditors.

(Dollars in millions)			September 30, 2014		March 31, 2014
Retail receivables			$	42,056	$	40,216
Securitized retail receivables				9,151		9,633
Dealer financing				14,953		15,925
				66,160		65,774

Deferred origination (fees) and costs, net				648		651
Deferred income				(943)		(863)
Allowance for credit losses
	Retail and securitized retail receivables			(300)		(298)
	Dealer financing			(81)		(88)
		Total allowance for credit losses		(381)		(386)
Finance receivables, net			$	65,484	$	65,176

Finance receivables, net and retail receivables presented in the previous table includes direct finance leases, net of $291 million and $274 million at September 30, 2014 and March 31, 2014, respectively.

Credit Quality Indicators

We are exposed to credit risk on our finance receivables. Credit risk is the risk of loss arising from the failure of customers or dealers to meet the terms of their contracts with us or otherwise fail to perform as agreed.

Retail Loan and Commercial Portfolio Segments

Retail loan and commercial portfolio segments each consist of one class of finance receivables. While we use various credit quality metrics to develop our allowance for credit losses on the retail loan and commercial portfolio segments, we primarily utilize the aging of the individual accounts to monitor the credit quality of these finance receivables. Based on our experience, the payment status of borrowers is the strongest indicator of the credit quality of the underlying receivables. Payment status also impacts charge-offs.

Individual borrower accounts for each class of finance receivables within the retail loan and commercial portfolio segments are segregated into one of four aging categories based on the number of days outstanding. The aging for each class of finance receivables is updated quarterly.

- 18 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 4 – Finance Receivables, Net (Continued)

Dealer Products Portfolio Segment

For the three classes of finance receivables within the dealer products portfolio segment (wholesale, real estate and working capital), all loans outstanding for an individual dealer or dealership group, which includes affiliated entities, are aggregated and evaluated collectively by dealer or dealer group. This reflects the interconnected nature of financing provided to our individual dealer and dealer group customers, and their affiliated entities.

When assessing the credit quality of the finance receivables within the dealer products portfolio segment, we segregate the finance receivables account balances into four categories representing distinct credit quality indicators based on internal risk assessments. The internal risk assessments for all finance receivables within the dealer products portfolio segment are updated on a monthly basis.

The four credit quality indicators are:

·	Performing – Account not classified as either Credit Watch, At Risk or Default

·	Credit Watch – Account designated for elevated attention

·	At Risk – Account where there is an increased likelihood that default may exist based on qualitative and quantitative factors

·	Default – Account is not currently meeting contractual obligations or we have temporarily waived certain contractual requirements

The tables below present each credit quality indicator by class of finance receivables as of September 30, 2014 and March 31, 2014:

		Retail Loan				Commercial
(Dollars in millions)		September 30, 2014		March 31, 2014		September 30, 2014		March 31, 2014

Aging of finance receivables:
	Current	$	49,993	$	48,828	$	473	$	432
	30-59 days past due		563		459		7		6
	60-89 days past due		125		90		1		1
	90 days or greater past due		45		33		-		-
Total		$	50,726	$	49,410	$	481	$	439

		Wholesale				Real Estate				Working Capital
(Dollars in millions)		September 30, 2014		March 31, 2014		September 30, 2014		March 31, 2014		September 30, 2014		March 31, 2014

Credit quality indicators:
	Performing	$	7,188	$	8,129	$	3,774	$	3,791	$	1,834	$	1,642
	Credit Watch		1,102		1,282		852		855		146		158
	At Risk		19		24		11		12		23		25
	Default		-		1		4		-		-		6
Total		$	8,309	$	9,436	$	4,641	$	4,658	$	2,003	$	1,831

- 19 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 4 – Finance Receivables, Net (Continued)

Impaired Finance Receivables

The following table summarizes the information related to our impaired loans by class of finance receivables as of September 30, 2014 and March 31, 2014:

	Impaired								Individually Evaluated
	Finance Receivables				Unpaid Principal Balance				Allowance
	September 30,		March 31,		September 30,		March 31,		September 30,		March 31,
(Dollars in millions)	2014		2014		2014		2014		2014		2014

Impaired account balances individually evaluated for impairment with an allowance:

Wholesale	$	18	$	13	$	18	$	13	$	1	$	1
Real estate		14		27		14		27		4		8
Working capital		23		23		23		23		21		22
Total	$	55	$	63	$	55	$	63	$	26	$	31

Impaired account balances individually evaluated for impairment without an allowance:

Wholesale	$	53	$	51	$	53	$	51
Real estate		95		90		95		90
Working capital		3		4		3		4
Total	$	151	$	145	$	151	$	145

Impaired account balances aggregated and evaluated for impairment:

Retail loan	$	292	$	322	$	288	$	318
Commercial		1		1		1		1
Total	$	293	$	323	$	289	$	319

Total impaired account balances:

Retail loan	$	292	$	322	$	288	$	318
Commercial		1		1		1		1
Wholesale		71		64		71		64
Real estate		109		117		109		117
Working capital		26		27		26		27
Total	$	499	$	531	$	495	$	527

As of September 30, 2014 and March 31, 2014, the impaired finance receivables balance for accounts in the dealer products portfolio segment that were on nonaccrual status was $57 million and $54 million, respectively, and there were no charge-offs against the allowance for credit losses. Therefore, the impaired finance receivables balance is equal to the unpaid principal balance.

- 20 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 4 – Finance Receivables, Net (Continued)

The following table summarizes the average impaired finance receivables as of the balance sheet date and the interest income recognized on these loans during the three and six months ended September 30, 2014 and 2013:

	Average Impaired Finance Receivables								Interest Income Recognized
	Three Months Ended September 30,				Six Months Ended September 30,				Three Months Ended September 30,				Six Months Ended September 30,
(Dollars in millions)	2014		2013		2014		2013		2014		2013		2014		2013

Impaired account balances individually evaluated for impairment with an allowance:

Wholesale	$	20	$	18	$	17	$	17	$	-	$	-	$	-	$	-
Real estate		20		36		23		35		-		1		-		1
Working capital		23		24		23		24		1		-		1		1
Total	$	63	$	78	$	63	$	76	$	1	$	1	$	1	$	2

Impaired account balances individually evaluated for impairment without an allowance:

Wholesale	$	51	$	53	$	51	$	58	$	-	$	-	$	-	$	-
Real estate		96		93		94		94		1		1		2		2
Working capital		3		5		3		5		-		-		-		-
Total	$	150	$	151	$	148	$	157	$	1	$	1	$	2	$	2

Impaired account balances aggregated and evaluated for impairment:

Retail loan	$	302	$	378	$	309	$	390	$	6	$	7	$	12	$	15
Commercial		1		1		1		1		-		-		-		-
Total	$	303	$	379	$	310	$	391	$	6	$	7	$	12	$	15

Total impaired account balances:

Retail loan	$	302	$	378	$	309	$	390	$	6	$	7	$	12	$	15
Commercial		1		1		1		1		-		-		-		-
Wholesale		71		71		68		75		-		-		-		-
Real estate		116		129		117		129		1		2		2		3
Working capital		26		29		26		29		1		-		1		1
Total	$	516	$	608	$	521	$	624	$	8	$	9	$	15	$	19

The primary source of interest income recognized on the loans in the table above is from performing troubled debt restructurings. In addition, interest income recognized using a cash-basis method of accounting during the three and six months ended September 30, 2014 and 2013 was not significant.

- 21 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 4 – Finance Receivables, Net (Continued)

Troubled Debt Restructuring

For accounts not under bankruptcy protection, the amount of finance receivables modified as a troubled debt restructuring during the three and six months ended September 30, 2014 and 2013 is not significant for each class of finance receivables. Troubled debt restructurings for non-bankrupt accounts within the retail loan class of finance receivables are comprised exclusively of contract term extensions that reduce the monthly payment due from the customer. Troubled debt restructurings for accounts within the commercial class of finance receivables consist of contract term extensions, interest rate adjustments, or a combination of the two. For the three classes of finance receivables within the dealer products portfolio segment, troubled debt restructurings include contract term extensions, interest rate adjustments, waivers of loan covenants, or any combination of the three. Troubled debt restructurings of accounts not under bankruptcy protection did not include forgiveness of principal during the three and six months ended September 30, 2014 and 2013.

We consider finance receivables under bankruptcy protection within the retail loan and commercial classes as troubled debt restructurings as of the date we receive notice of a customer filing for bankruptcy protection regardless of the ultimate outcome of the bankruptcy proceedings. The bankruptcy court may impose modifications as part of the proceedings, including interest rate adjustments and forgiveness of principal. For the three and six months ended September 30, 2014 and 2013, the financial impact of troubled debt restructurings related to accounts under bankruptcy protection was not significant to our Consolidated Statement of Income and Consolidated Balance Sheet.

Payment Defaults

Finance receivables modified as troubled debt restructurings for which there was a subsequent payment default during the three and six months ended September 30, 2014 and 2013, and for which the modification occurred within twelve months of the payment default, were not significant for all classes of such receivables.

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 5 – Investments in Operating Leases, Net

Investments in operating leases, net consist of vehicle and equipment leases, net of deferred fees and costs, deferred income, accumulated depreciation and the allowance for credit losses. Securitized investments in operating leases represent beneficial interests in a pool of certain vehicle leases that have been sold for legal purposes to securitization trusts but continue to be included in our consolidated financial statements. Cash flows from these securitized investments in operating leases are available only for the repayment of debt issued by these trusts and other obligations arising from the securitization transactions. They are not available for payment of our other obligations or to satisfy claims of our other creditors.

Investments in operating leases, net consisted of the following:

(Dollars in millions)	September 30, 2014		March 31, 2014
Investments in operating leases	$	35,654	$	31,023
Securitized investments in operating leases		-		248
		35,654		31,271
Deferred origination (fees) and costs, net		(177)		(146)
Deferred income		(986)		(826)
Accumulated depreciation		(5,991)		(5,462)
Allowance for credit losses		(64)		(68)
Investments in operating leases, net	$	28,436	$	24,769

- 23 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 6 – Allowance for Credit Losses

The following table provides information related to our allowance for credit losses on finance receivables and investments in operating leases:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
(Dollars in millions)		2014		2013		2014		2013
Allowance for credit losses at beginning of period	$	447	$	501	$	454	$	527
Provision for credit losses		79		28		117		39
Charge-offs, net of recoveries		(81)		(62)		(126)		(99)
Allowance for credit losses at end of period	$	445	$	467	$	445	$	467

Charge-offs are shown net of recoveries of $20 million and $42 million for the three and six months ended September 30, 2014, respectively, and recoveries of $21 million and $45 million for the three and six months ended September 30, 2013, respectively.

Allowance for Credit Losses and Finance Receivables by Portfolio Segment

The following tables provide information related to our allowance for credit losses and finance receivables by portfolio segment for the three and six months ended September 30, 2014 and 2013:

For the Three and Six Months Ended September 30, 2014

(Dollars in millions)	Retail Loan		Commercial		Dealer Products		Total

Allowance for Credit Losses for Finance Receivables:

Beginning balance, July 1, 2014	$	291	$	2	$	88	$	381
Charge-offs		(76)		(1)		-		(77)
Recoveries		15		-		-		15
Provisions		69		-		(7)		62
Ending balance, September 30, 2014	$	299	$	1	$	81	$	381

Beginning balance, April 1, 2014	$	296	$	2	$	88	$	386
Charge-offs		(128)		(1)		-	$	(129)
Recoveries		31		-		-		31
Provisions		100		-		(7)		93
Ending balance, September 30, 2014	$	299	$	1	$	81	$	381

Ending balance: Individually evaluated for impairment	$	-	$	-	$	26	$	26
Ending balance: Collectively evaluated for impairment	$	299	$	1	$	55	$	355

Gross Finance Receivables:

Ending balance, September 30, 2014	$	50,726	$	481	$	14,953	$	66,160
Ending balance: Individually evaluated for impairment	$	-	$	-	$	206	$	206
Ending balance: Collectively evaluated for impairment	$	50,726	$	481	$	14,747	$	65,954

- 24 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 6 – Allowance for Credit Losses (Continued)

The ending balance of gross finance receivables collectively evaluated for impairment includes approximately $292 million and $1 million of finance receivables within the retail loan and commercial portfolio segments, respectively, that are specifically identified as impaired. These amounts are aggregated with their respective portfolio segments when determining the allowance for credit losses as of September 30, 2014, as they are deemed to be insignificant for individual evaluation and we have determined that the allowance for credit losses would not be materially different if the amounts had been individually evaluated for impairment. The ending balance of gross finance receivables for the dealer products portfolio segment collectively evaluated for impairment as of September 30, 2014 includes $866 million in receivables which are guaranteed by Toyota Motor Sales, U.S.A., Inc. (“TMS”) and $152 million in receivables which are guaranteed by third party private Toyota distributors. These receivables are related to certain Toyota and Lexus dealers and other third parties to which we provided financing at the request of TMS or such private distributors.

- 25 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 6 – Allowance for Credit Losses (Continued)

For the Three and Six Months Ended September 30, 2013

(Dollars in millions)	Retail Loan		Commercial		Dealer Products		Total

Allowance for Credit Losses for Finance Receivables:

Beginning balance, July 1, 2013	$	309	$	3	$	112	$	424
Charge-offs		(67)		-		-		(67)
Recoveries		16		-		-		16
Provisions		32		1		(10)		23
Ending balance, September 30, 2013	$	290	$	4	$	102	$	396

Beginning balance, April 1, 2013	$	333	$	5	$	107	$	445
Charge-offs		(116)		(1)		-		(117)
Recoveries		35		-		-		35
Provisions		38		-		(5)		33
Ending balance, September 30, 2013	$	290	$	4	$	102	$	396

Ending balance: Individually evaluated for
impairment	$	-	$	-	$	33	$	33
Ending balance: Collectively evaluated for
impairment	$	290	$	4	$	69	$	363

Gross Finance Receivables:

Ending balance, September 30, 2013	$	49,591	$	395	$	14,857	$	64,843
Ending balance: Individually evaluated for
impairment	$	-	$	-	$	220	$	220
Ending balance: Collectively evaluated for
impairment	$	49,591	$	395	$	14,637	$	64,623

The ending balance of gross finance receivables collectively evaluated for impairment includes approximately $366 million and $1 million of finance receivables within the retail loan and commercial portfolio segments, respectively, that are specifically identified as impaired. These amounts are aggregated with their respective portfolio segments when determining the allowance for credit losses as of September 30, 2013, as they are deemed to be insignificant for individual evaluation and we have determined that the allowance for credit losses would not be materially different if the amounts had been individually evaluated for impairment. The ending balance of gross finance receivables for the dealer products portfolio segment collectively evaluated for impairment as of September 30, 2013 includes $830 million in receivables which are guaranteed by TMS and $149 million in receivables which are guaranteed by third party private Toyota distributors. These receivables are related to certain Toyota and Lexus dealers and other third parties to which we provided financing at the request of TMS or such private distributors.

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 6 – Allowance for Credit Losses (Continued)

Past Due Finance Receivables and Investments in Operating Leases

(Dollars in millions)		September 30, 2014			March 31, 2014
Aggregate balances 60 or more days past due
	Finance receivables		$	171		$	125
	Investments in operating leases			54			36
Total			$	225		$	161

Substantially all finance and operating lease receivables do not involve recourse to the dealer in the event of customer default. Finance and operating lease receivables 60 or more days past due include accounts in bankruptcy and exclude accounts for which vehicles have been repossessed.

Past Due Finance Receivables by Class

The following tables summarize the aging of finance receivables by class as of September 30, 2014 and March 31, 2014:

(Dollars in millions)	30 - 59 Days Past Due		60 - 89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Finance Receivables		90 Days or Greater Past Due and Accruing

As of September 30, 2014

Retail loan	$	563	$	125	$	45	$	733	$	49,993	$	50,726	$	45
Commercial		7		1		-		8		473		481		-
Wholesale		-		-		-		-		8,309		8,309		-
Real estate		-		-		-		-		4,641		4,641		-
Working capital		-		-		-		-		2,003		2,003		-
Total	$	570	$	126	$	45	$	741	$	65,419	$	66,160	$	45

(Dollars in millions)	30 - 59 Days Past Due		60 - 89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Finance Receivables		90 Days or Greater Past Due and Accruing

As of March 31, 2014

Retail loan	$	459	$	90	$	33	$	582	$	48,828	$	49,410	$	33
Commercial		6		1		-		7		432		439		-
Wholesale		-		-		-		-		9,436		9,436		-
Real estate		4		1		-		5		4,653		4,658		-
Working capital		-		-		-		-		1,831		1,831		-
Total	$	469	$	92	$	33	$	594	$	65,180	$	65,774	$	33

- 27 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 7 – Derivatives, Hedging Activities and Interest Expense

Derivative Instruments

Our liabilities consist mainly of fixed and floating rate debt, denominated in various currencies, which we issue in the global capital markets, while our assets consist primarily of U.S. dollar denominated, fixed rate receivables. We enter into interest rate swaps and foreign currency swaps to hedge the interest rate and foreign currency risks that result from the different characteristics of our assets and liabilities. Our use of derivative transactions is intended to reduce long-term fluctuations in cash flows and fair value adjustments of assets and liabilities caused by market movements. All of our derivative activities are authorized and monitored by our management and the Asset Liability Committee which provides a framework for financial controls and governance to manage market risk.

Credit Risk Related Contingent Features

Certain of our derivative contracts are governed by International Swaps and Derivatives Association (“ISDA”) Master Agreements. Substantially all of these ISDA Master Agreements contain reciprocal ratings triggers providing either party with an option to terminate the agreement at market value in the event of a ratings downgrade of the other party below a specified threshold. As of September 30, 2014, we have daily valuation and collateral exchange arrangements with all of our counterparties. Our collateral agreements with substantially all our counterparties include a zero threshold, full collateralization arrangement.

The aggregate fair value of derivative instruments that contain credit risk related contingent features that were in a net liability position at September 30, 2014 was $22 million, excluding adjustments made for our own non-performance risk. We would not be required to post additional collateral to the counterparties with which we were in a net liability position at September 30, 2014, if our credit ratings were to decline, since we fully collateralize without regard to credit ratings with these counterparties. In order to settle all derivative instruments that were in a net liability position at September 30, 2014, excluding adjustments made for our own non-performance risk, we would be required to pay $22 million.

- 28 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 7 – Derivatives, Hedging Activities and Interest Expense (Continued)

Derivative Activity Impact on Financial Statements

The following tables show the financial statement line item and amount of our derivative assets and liabilities that are reported in the Consolidated Balance Sheet at September 30, 2014 and March 31, 2014.


		Hedge accounting				Non-hedge				Total
As of September 30, 2014		derivatives				accounting derivatives				Total
		Notional		Fair		Notional		Fair		Notional		Fair
(Dollars in millions)		Notional		value		Notional		value		Notional		value
Other assets
Interest rate swaps		$	465	$	15	$	35,271	$	321	$	35,736	$	336
Foreign currency swaps			364		61		4,204		359		4,568		420
	Total	$	829	$	76	$	39,475	$	680	$	40,304	$	756

Counterparty netting and collateral													(707)
	Carrying value of derivative contracts – Other assets											$	49

Other liabilities
Interest rate swaps		$	-	$	-	$	53,863	$	366	$	53,863	$	366
Interest rate caps			-		-		50		-		50		-
Foreign currency swaps			157		20		7,941		497		8,098		517
	Total	$	157	$	20	$	61,854	$	863	$	62,011	$	883

Counterparty netting and collateral													(861)
	Carrying value of derivative contracts – Other liabilities											$	22

As of September 30, 2014, we held collateral of $343 million which offset derivative assets, and posted collateral of $497 million which offset derivative liabilities. We also held collateral of $16 million which we did not use to offset derivative assets, and we posted collateral of $7 million which we did not use to offset derivative liabilities.

- 29 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 7 – Derivatives, Hedging Activities and Interest Expense (Continued)

		Hedge accounting				Non-hedge				Total
As of March 31, 2014		derivatives				accounting derivatives				Total
		Notional		Fair		Notional		Fair		Notional		Fair
(Dollars in millions)		Notional		value		Notional		value		Notional		value
Other Assets
Interest rate swaps		$	465	$	25	$	25,942	$	336	$	26,407	$	361
Foreign currency swaps			852		342		7,374		532		8,226		874
	Total	$	1,317	$	367	$	33,316	$	868	$	34,633	$	1,235

Counterparty netting and collateral held													(1,186)
	Carrying value of derivative contracts – Other assets											$	49

Other liabilities
Interest rate swaps		$	-	$	-	$	57,689	$	553	$	57,689	$	553
Interest rate caps			-		-		50		-		50		-
Foreign currency swaps			157		14		3,822		238		3,979		252
	Total	$	157	$	14	$	61,561	$	791	$	61,718	$	805

Counterparty netting and collateral held													(799)
	Carrying value of derivative contracts – Other liabilities											$	6

As of March 31, 2014, we held collateral of $718 million which offset derivative assets, and posted collateral of $331 million which offset derivative liabilities. We also held collateral of $5 million which we did not use to offset derivative assets, and we posted collateral of $3 million which we did not use to offset derivative liabilities.

- 30 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 7 – Derivatives, Hedging Activities and Interest Expense (Continued)

The following table summarizes the components of interest expense, including the location and amount of gains and losses on derivative instruments and related hedged items, for the three and six months ended September 30, 2014 and 2013 as reported in our Consolidated Statement of Income:

			Three Months Ended					Six Months Ended
			September 30,					September 30,
(Dollars in millions)				2014		2013		2014		2013
Interest expense on debt			$	298	$	320	$	619	$	638
Interest expense on hedge accounting derivatives				(10)		(25)		(25)		(49)
Interest expense on non-hedge accounting foreign currency
	swaps			(37)		(54)		(92)		(105)
Interest expense on non-hedge accounting interest rate swaps				27		61		64		127
		Interest expense on debt and derivatives, net		278		302		566		611

Loss (gain) on hedge accounting derivatives:
	Interest rate swaps			5		4		10		10
	Foreign currency swaps			64		(60)		63		(16)
		Loss (gain) on hedge accounting derivatives		69		(56)		73		(6)
Less hedged item: change in fair value of fixed rate debt				(69)		55		(73)		4
		Ineffectiveness related to hedge accounting derivatives		-		(1)		-		(2)

(Gain) loss from foreign currency transactions and non-hedge
accounting derivatives:
		(Gain) loss on non-hedge accounting foreign currency transactions		(867)		352		(787)		(98)
		Loss (gain) on non-hedge accounting foreign currency swaps		866		(335)		711		231
		(Gain) loss on non-hedge accounting interest rate swaps		(62)		(4)		(145)		108
Total interest expense			$	215	$	314	$	345	$	850

Interest expense on debt and derivatives represents net interest settlements and changes in accruals. Gains and losses from hedge accounting derivatives and foreign currency transactions exclude net interest settlements and changes in accruals.

The relative fair value allocation of derivative credit value adjustments within interest expense is not significant for the three and six months ended September 30, 2014 and 2013 as we fully collateralize our derivatives without regard to credit ratings.

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 8 – Other Assets and Other Liabilities

Other assets and other liabilities consisted of the following:

(Dollars in millions)	September 30, 2014		March 31, 2014
Other assets:

Notes receivable from affiliates	$	336	$	1,172
Used vehicles held for sale		145		139
Deferred charges		110		116
Income taxes receivable		175		-
Derivative assets		49		49
Other assets		478		394
Total other assets	$	1,293	$	1,870

Other liabilities:

Unearned insurance premiums and contract revenues	$	1,756	$	1,665
Derivative liabilities		22		6
Accounts payable and accrued expenses		823		746
Deferred income		379		332
Other liabilities		148		139
Total other liabilities	$	3,128	$	2,888

Included in total other assets is a non-cash movement related to used vehicles held for sale that was excluded from operating activities and investing activities in the consolidated statement of cash flows. The amount of the non-cash movement was $12 million and $32 million for the six months ended September 30, 2014 and 2013, respectively.

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 9 – Debt

Debt and the related weighted average contractual interest rates are summarized as follows:

					Weighted average
						contractual interest rates
	September 30,		March 31,			September 30,		March 31,
(Dollars in millions)	2014		2014			2014		2014
Commercial paper	$	27,138	$	27,709		0.18	%	0.18	%
Unsecured notes and loans payable		52,576		49,075		1.94	%	1.99	%
Secured notes and loans payable		7,887		8,158		0.55	%	0.54	%
Carrying value adjustment		168		425
Total debt	$	87,769	$	85,367		1.27	%	1.26	%

The commercial paper balance includes unamortized premiums and discounts. As of September 30, 2014, our commercial paper had a weighted average remaining maturity of 79 days, while our notes and loans payable mature on various dates through fiscal 2047. Weighted average contractual interest rates are calculated based on original notional or par value before consideration of premium or discount.

The carrying value of our unsecured notes and loans payable at September 30, 2014 included $17.6 billion of unsecured floating rate debt with contractual interest rates ranging from 0 percent to 3.5 percent and $35.1 billion of unsecured fixed rate debt with contractual interest rates ranging from 0.5 percent to 9.4 percent. The carrying value of our unsecured notes and loans payable at March 31, 2014 included $17.6 billion of unsecured floating rate debt with contractual interest rates ranging from 0 percent to 3.3 percent and $31.9 billion of unsecured fixed rate debt with contractual interest rates ranging from 0.5 percent to 9.4 percent. Upon issuance of fixed rate notes, we generally elect to enter into interest rate swaps to convert fixed rate payments on notes to floating rate payments.

Included in unsecured notes and loans payable are notes and loans denominated in various foreign currencies, unamortized premiums and discounts and the effects of foreign currency transaction gains and losses on non-hedged or de-designated foreign currency denominated notes and loans payable. At September 30, 2014 and March 31, 2014, the carrying values of these foreign currency denominated notes payable were $12.2 billion and $12.6 billion, respectively. Concurrent with the issuance of these foreign currency unsecured notes, we entered into currency swaps in the same notional amount to convert non-U.S. currency payments to U.S. dollar denominated payments.

Our secured notes and loans payable are denominated in U.S. dollars and consist of both fixed and variable rate debt with interest rates ranging from 0.4 percent to 1.5 percent at September 30, 2014 and 0.4 percent to 1.6 percent at March 31, 2014. Secured notes and loans are issued by on-balance sheet securitization trusts, as further discussed in Note 10 – Variable Interest Entities. These notes are repayable only from collections on the underlying securitized retail finance receivables and the beneficial interests in investments in operating leases and from related credit enhancements.

- 33 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 10 – Variable Interest Entities

Consolidated Variable Interest Entities

We use one or more special purpose entities that are considered Variable Interest Entities (“VIEs”) to issue asset-backed securities to third party bank-sponsored asset-backed securitization vehicles and to investors in securitization transactions. The securities issued by these VIEs are backed by the cash flows related to retail finance receivables and beneficial interests in investments in operating leases (“Securitized Assets”). We hold variable interests in the VIEs that could potentially be significant to the VIEs. We determined that we are the primary beneficiary of the securitization trusts because (i) our servicing responsibilities for the Securitized Assets give us the power to direct the activities that most significantly impact the performance of the VIEs, and (ii) our variable interests in the VIEs give us the obligation to absorb losses and the right to receive residual returns that could potentially be significant.

The following tables show the assets and liabilities related to our VIE securitization transactions that were included in our financial statements as of September 30, 2014 and March 31, 2014:

	September 30, 2014

			VIE Assets							VIE Liabilities
			Gross		Net
(Dollars in millions)	Restricted Cash		Securitized Assets			Securitized Assets		Other Assets		Debt		Other Liabilities

Retail finance receivables	$	534	$	9,151		$	9,018	$	4	$	7,887	$	1
Total	$	534	$	9,151		$	9,018	$	4	$	7,887	$	1

	March 31, 2014

			VIE Assets							VIE Liabilities
			Gross		Net
(Dollars in millions)	Restricted Cash		Securitized Assets			Securitized Assets		Other Assets		Debt		Other Liabilities

Retail finance receivables	$	624	$	9,633		$	9,501	$	3	$	8,146	$	2
Investment in operating leases		20		248			156		4		12		-
Total	$	644	$	9,881		$	9,657	$	7	$	8,158	$	2

Restricted cash shown in the table above represents collections from the underlying Securitized Assets and certain reserve deposits held by TMCC for the VIEs and is included as part of the Restricted Cash and Cash Equivalents on our Consolidated Balance Sheet. Gross Securitized Assets represent finance receivables and beneficial interests in investments in operating leases securitized for the asset-backed securities issued. Net Securitized Assets are presented net of deferred fees and costs, deferred income, accumulated depreciation and the allowance for credit losses. Other Assets represent used vehicles held for sale that were repossessed by or returned to TMCC for the benefit of the VIEs. The related debt of these consolidated VIEs is presented net of $906 million and $1,169 million of securities retained by TMCC at September 30, 2014 and March 31, 2014, respectively. Other Liabilities represents accrued interest on the debt of the consolidated VIEs.

- 34 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 10 – Variable Interest Entities (Continued)

The assets of the VIEs and the restricted cash held by TMCC serve as the sole source of repayment for the asset-backed securities issued by these entities. Investors in the notes issued by the VIEs do not have recourse to us or our other assets, with the exception of customary representation and warranty repurchase provisions and indemnities.

As the primary beneficiary of these entities, we are exposed to credit, residual value, interest rate, and prepayment risk from the Securitized Assets on the VIEs. However, our exposure to these risks did not change as a result of the transfer of the assets to the VIEs. We may also be exposed to interest rate risk arising from the secured notes issued by the VIEs.

In addition, we entered into interest rate swaps with certain special purpose entities that issue variable rate debt. Under the terms of these swaps, the special purpose entities are obligated to pay TMCC a fixed rate of interest on certain payment dates in exchange for receiving a floating rate of interest on notional amounts equal to the outstanding balance of the secured debt. This arrangement enables the special purpose entities to mitigate the interest rate risk inherent in issuing variable rate debt that is secured by fixed rate Securitized Assets.

The transfers of the Securitized Assets to the special purpose entities in our securitizations are considered to be sales for legal purposes. However, the Securitized Assets and the related debt remain on our Consolidated Balance Sheet. We recognize financing revenue on the Securitized Assets and interest expense on the secured debt issued by the special purpose entities. We also maintain an allowance for credit losses on the Securitized Assets to cover estimated probable credit losses using a methodology consistent with that used for our non-securitized asset portfolio. The interest rate swaps between TMCC and the special purpose entities are considered intercompany transactions and therefore are eliminated in our consolidated financial statements.

Non-consolidated Variable Interest Entities

We provide lending to Toyota dealers through the Toyota Dealer Investment Group’s Dealer Capital Program (“TDIG Program”) operated by our affiliate TMS, which has an equity position in these dealerships. Dealers participating in this program have been determined to be VIEs. We do not consolidate the dealerships in this program as we are not the primary beneficiary and any exposure to loss is limited to the amount of the credit facility. At September 30, 2014 and March 31, 2014, amounts due from these dealers that are classified as finance receivables, net in the Consolidated Balance Sheet and revenues received during the three and six months ended September 30, 2014 and 2013 from these dealers under the TDIG Program were not significant.

We also have other non-dealer relationships which have been determined to be VIEs, but these relationships are not consolidated as we are not the primary beneficiary. Amounts due under these relationships were not significant.

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 11 – Liquidity Facilities and Letters of Credit

For additional liquidity purposes, we maintain syndicated bank credit facilities with certain banks.

364 Day Credit Agreement, Three Year Credit Agreement and Five Year Credit Agreement

In November 2013, TMCC, TCPR and other Toyota affiliates entered into a $4.3 billion 364 day syndicated bank credit facility, a $4.3 billion three year syndicated bank credit facility and a $4.3 billion five year syndicated bank credit facility, expiring in fiscal 2015, 2017, and 2019, respectively.

The ability to make draws is subject to covenants and conditions customary in transactions of this nature, including negative pledge provisions, cross-default provisions and limitations on certain consolidations, mergers and sales of assets. These agreements may be used for general corporate purposes and none were drawn upon as of September 30, 2014 and March 31, 2014. We are in compliance with the covenants and conditions of the credit agreements described above.

Other Unsecured Credit Agreements

TMCC has entered into additional unsecured credit facilities with various banks. As of September 30, 2014, TMCC had committed bank credit facilities totaling $6.0 billion of which $2.4 billion, $2.6 billion, $400 million, $375 million and $175 million mature in fiscal 2015, 2016, 2017, 2018 and 2020, respectively.

These credit agreements contain covenants and conditions customary in transactions of this nature, including negative pledge provisions, cross-default provisions and limitations on certain consolidations, mergers and sales of assets. These credit facilities were not drawn upon as of September 30, 2014 and March 31, 2014. We are in compliance with the covenants and conditions of the credit agreements described above.

- 36 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 12 – Commitments and Contingencies

Commitments and Guarantees

We have entered into certain commitments and guarantees for which the maximum unfunded amounts are summarized in the table below:

(Dollars in millions)			September 30, 2014		March 31, 2014
Commitments:
	Credit facilities commitments with
		vehicle and industrial equipment dealers	$	1,248	$	1,295
	Minimum lease commitments			57		62
Total commitments				1,305		1,357
Guarantees and other contingencies:
	Guarantees of affiliate pollution control and solid waste
		disposal bonds		100		100
Total commitments and guarantees			$	1,405	$	1,457

Wholesale financing demand note facilities are not considered to be contractual commitments as they are not binding arrangements under which TMCC is required to perform.

We are party to a 15-year lease agreement, which expires in 2018, with TMS for our headquarters location in the TMS headquarters complex in Torrance, California. Minimum lease commitments include $27 million and $30 million for facilities leases with affiliates at September 30, 2014 and March 31, 2014, respectively. At September 30, 2014, minimum future commitments under lease agreements to which we are a lessee, including those under the TMS lease, are as follows (dollars in millions):

	Future minimum
Years ending March 31,	lease payments
2015	$	10
2016		19
2017		15
2018		9
2019		3
Thereafter		1
Total	$	57

- 37 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 12 – Commitments and Contingencies (Continued)

Commitments

We provide fixed and variable rate credit facilities to vehicle and industrial equipment dealers. These credit facilities are typically used for facilities refurbishment, real estate purchases, and working capital requirements. These loans are generally collateralized with liens on real estate, vehicle inventory, and/or other dealership assets, as appropriate. We obtain a personal guarantee from the vehicle or industrial equipment dealer or a corporate guarantee from the dealership when deemed prudent. Although the loans are typically collateralized or guaranteed, the value of the underlying collateral or guarantees may not be sufficient to cover our exposure under such agreements. Our credit facility pricing reflects market conditions, the competitive environment, the level of dealer support required for the facility, and the credit worthiness of each dealer. Amounts drawn under these facilities are reviewed for collectability on a quarterly basis, in conjunction with our evaluation of the allowance for credit losses. We also provide financing to various multi-franchise dealer organizations, often as part of a lending consortium, for wholesale, working capital, real estate, and business acquisitions.

Guarantees and Other Contingencies

TMCC has guaranteed bond obligations totaling $100 million in principal that were issued by Putnam County, West Virginia and Gibson County, Indiana to finance the construction of pollution control facilities at manufacturing plants of certain TMCC affiliates. The bonds mature in the following fiscal years ending March 31: 2028 - $20 million; 2029 - $50 million; 2030 - $10 million; 2031 - $10 million; and 2032 - $10 million. TMCC would be required to perform under the guarantees in the event of non-payment on the bonds and other related obligations. TMCC is entitled to reimbursement by the affiliates for any amounts paid. TMCC receives an annual fee of $78 thousand for guaranteeing such payments. TMCC has not been required to perform under any of these affiliate bond guarantees as of September 30, 2014 and March 31, 2014.

Indemnification

In the ordinary course of business, we enter into agreements containing indemnification provisions standard in the industry related to several types of transactions, including, but not limited to, debt funding, derivatives, securitization transactions, and our vendor and supplier agreements. Performance under these indemnities would occur upon a breach of the representations, warranties or covenants made or given, or a third party claim. In addition, we have agreed in certain debt and derivative issuances, and subject to certain exceptions, to gross-up payments due to third parties in the event that withholding tax is imposed on such payments. In addition, certain of our funding arrangements may require us to pay lenders for increased costs due to certain changes in laws or regulations. Due to the difficulty in predicting events which could cause a breach of the indemnification provisions or trigger a gross-up or other payment obligation, we are not able to estimate our maximum exposure to future payments that could result from claims made under such provisions. We have not made any material payments in the past as a result of these provisions, and as of September 30, 2014, we determined that it is not probable that we will be required to make any material payments in the future. As of September 30, 2014 and March 31, 2014, no amounts have been recorded under these indemnification provisions.

- 38 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 12 – Commitments and Contingencies (Continued)

Litigation and Governmental Proceedings

Various legal actions, governmental proceedings and other claims are pending or may be instituted or asserted in the future against us with respect to matters arising in the ordinary course of business. Certain of these actions are or purport to be class action suits, seeking sizeable damages and/or changes in our business operations, policies and practices. Certain of these actions are similar to suits that have been filed against other financial institutions and captive finance companies. We perform periodic reviews of pending claims and actions to determine the probability of adverse verdicts and resulting amounts of liability. We establish accruals for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. When we are able, we also determine estimates of reasonably possible loss or range of loss, whether in excess of any related accrued liability or where there is no accrued liability. Given the inherent uncertainty associated with legal matters, the actual costs of resolving legal claims and associated costs of defense may be substantially higher or lower than the amounts for which accruals have been established. Based on available information and established accruals, we do not believe it is reasonably possible that the results of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial condition or results of operations.

As we have previously disclosed, the Consumer Financial Protection Bureau (the “CFPB”), together with the U.S. Department of Justice (the “DOJ”), requested that we provide certain information about our purchases of auto finance contracts from dealers and about related discretionary pricing practices. Based on their analysis of the information we provided to them, the staff of the CFPB and the DOJ have indicated concern about our policies and practices as they relate to discretionary pricing practices. We intend to continue to cooperate with the CFPB and the DOJ to achieve a satisfactory resolution. If we are not able to reach a mutually satisfactory resolution with respect to these matters, we may be subject to an enforcement action. At this time, given the current state of discussions with the agencies, we are unable to estimate the amount or range of any potential loss in the event any such action is taken.

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 13 – Income Taxes

Our effective tax rate was 38 percent and 37 percent for the three and six months ended September 30, 2014 and 38 percent for the three and six months ended September 30, 2013, respectively. Our provision for income taxes for the three and six months ended September 30, 2014 was $176 million and $389 million, respectively, compared to $149 million and $202 million for the same periods in fiscal 2014. The increase in the provision is consistent with the increase in our income before tax for the three and six months ended September 30, 2014 compared to the same periods in fiscal 2014.

Tax-related Contingencies

As of September 30, 2014, we remain under IRS examination for fiscal 2015 and 2014. The IRS examination for fiscal 2013 and 2012 were concluded in the first quarter of fiscal 2015.

We periodically review our uncertain tax positions. Our assessment is based on many factors including the ongoing IRS audits. For the quarter ended September 30, 2014, our assessment did not result in a material change in unrecognized tax benefits.

Our deferred tax assets were $1.0 billion and $1.3 billion at September 30, 2014 and March 31, 2014, respectively, and were primarily due to the deferred deduction of allowance for credit losses and cumulative federal tax loss carryforwards that expire in varying amounts through fiscal 2034. The total deferred tax liability at September 30, 2014, net of these deferred tax assets, was $7.2 billion compared with $6.7 billion at March 31, 2014. Realization with respect to the federal tax loss carryforwards is dependent on generating sufficient income prior to expiration of the loss carryforwards. Although realization is not assured, management believes it is more likely than not that the deferred tax assets will be realized. The amount of the deferred tax assets considered realizable could be reduced if management’s estimates change.

On August 1, 2014, the New Jersey Tax Court issued its opinion in a case involving TMCC which was favorable to TMCC. While it is possible that the State of New Jersey may appeal this decision, the FIN 48 liability and related accrued interest were released in the second quarter. This decision did not have a significant impact on the effective tax rate or on our Consolidated Statement of Income and our Consolidated Balance Sheet.

- 40 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 14 – Related Party Transactions

As of September 30, 2014, there were no material changes to our related party agreements or relationships as described in our fiscal 2014 Form 10-K. The following tables summarize amounts included in our Consolidated Statement of Income and Consolidated Balance Sheet under various related party agreements or relationships:

		Three Months Ended				Six Months Ended
		September 30,				September 30,
(Dollars in millions)			2014		2013		2014		2013
Net financing revenues:
	Manufacturers’ subvention support and other revenues	$	296	$	250	$	569	$	482
	Credit support fees incurred	$	(22)	$	(20)	$	(43)	$	(40)
	Interest expense on loans payable to affiliates	$	-	$	(1)	$	(1)	$	(1)

Insurance earned premiums and contract revenues:
	Affiliate insurance premiums and contract revenues	$	33	$	33	$	65	$	66

Investments and other income, net:
	Interest earned on notes receivable from affiliates	$	1	$	2	$	2	$	3

Expenses:
	Shared services charges and other expenses	$	16	$	16	$	32	$	30
	Employee benefits expense	$	7	$	9	$	13	$	18

- 41 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 14 – Related Party Transactions (Continued)

(Dollars in millions)		September 30, 2014		March 31, 2014
Assets:
Investments in marketable securities
	Investments in affiliates' commercial paper	$	46	$	-

Finance receivables, net
	Accounts receivable from affiliates	$	80	$	74
	Direct finance receivables from affiliates	$	6	$	6
	Notes receivable under home loan programs	$	14	$	15
	Deferred retail origination costs paid to affiliates	$	1	$	1
	Deferred retail subvention income from affiliates	$	(839)	$	(768)

Investments in operating leases, net
	Leases to affiliates	$	7	$	7
	Deferred lease subvention income from affiliates	$	(966)	$	(806)

Other assets
	Notes receivable from affiliates	$	336	$	1,172
	Other receivables from affiliates	$	2	$	2
	Subvention support receivable from affiliates	$	159	$	159

Liabilities:
Other liabilities
	Unearned affiliate insurance premiums and contract revenues	$	247	$	244
	Accounts payable to affiliates	$	149	$	216
	Notes payable to affiliate	$	33	$	22

Shareholder’s Equity:
	Dividends paid	$	435	$	665
	Stock-based compensation	$	2	$	2

- 42 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 15 – Segment Information

Financial information for our reportable operating segments for the three and six months ended September 30, 2014 is summarized as follows (dollars in millions):

		Finance		Insurance		Intercompany
Fiscal 2015:		operations		operations		eliminations		Total
Three Months Ended September 30, 2014

Total financing revenues		$	2,057	$	-	$	-	$	2,057
Insurance earned premiums and contract revenues			-		160		-		160
Investment and other income, net			27		33		-		60
Total gross revenues			2,084		193		-		2,277

Less:
	Depreciation on operating leases		1,196		-		-		1,196
	Interest expense		215		-		-		215
	Provision for credit losses		79		-		-		79
	Operating and administrative expenses		200		53		-		253
	Insurance losses and loss adjustment expenses		-		67		-		67
	Provision for income taxes		149		27		-		176
Net income		$	245	$	46	$	-	$	291

Six Months Ended September 30, 2014

Total financing revenues		$	4,017	$	-	$	-	$	4,017
Insurance earned premiums and contract revenues			-		313		-		313
Investment and other income, net			47		48		-		95
Total gross revenues			4,064		361		-		4,425

Less:
	Depreciation on operating leases		2,296		-		-		2,296
	Interest expense		345		-		-		345
	Provision for credit losses		117		-		-		117
	Operating and administrative expenses		380		106		-		486
	Insurance losses and loss adjustment expenses		-		137		-		137
	Provision for income taxes		345		44		-		389
Net income		$	581	$	74	$	-	$	655

Total assets at September 30, 2014		$	103,307	$	3,602	$	(894)	$	106,015

- 43 -

TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 15 – Segment Information (Continued)

Financial information for our reportable operating segments for the three and six months ended September 30, 2013 is summarized as follows (dollars in millions):

		Finance		Insurance		Intercompany
Fiscal 2014:		operations		operations		eliminations		Total
Three Months Ended September 30, 2013

Total financing revenues		$	1,838	$	-	$	7	$	1,845
Insurance earned premiums and contract revenues			-		150		(7)		143
Investment and other income, net			22		(8)		-		14
Total gross revenues			1,860		142		-		2,002

Less:
	Depreciation on operating leases		966		-		-		966
	Interest expense		314		-		-		314
	Provision for credit losses		28		-		-		28
	Operating and administrative expenses		183		50		-		233
	Insurance losses and loss adjustment expenses		-		68		-		68
	Provision for income taxes		140		9		-		149
Net income		$	229	$	15	$	-	$	244

Six Months Ended September 30, 2013

Total financing revenues		$	3,626	$	-	$	14	$	3,640
Insurance earned premiums and contract revenues			-		296		(14)		282
Investment and other income, net			34		(14)		-		20
Total gross revenues			3,660		282		-		3,942

Less:
	Depreciation on operating leases		1,917		-		-		1,917
	Interest expense		850		-		-		850
	Provision for credit losses		39		-		-		39
	Operating and administrative expenses		363		97		-		460
	Insurance losses and loss adjustment expenses		-		139		-		139
	Provision for income taxes		185		17		-		202
Net income		$	306	$	29	$	-	$	335

Total assets at September 30, 2013		$	95,139	$	3,613	$	(669)	$	98,083

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 16 – Subsequent Event

In October 2014, TMCC authorized the sale of certain assets relating to its commercial finance business to a newly-formed subsidiary of Toyota Industries Corporation (TICO), which forms part of the group of companies known as the Toyota Group. We are currently evaluating the timing and other details of the transaction.

The assets represent approximately $920 million of finance receivables, net and $871 million of investments in operating leases, net as of September 30, 2014. The impact resulting from this authorization of sale is not expected to be material to our financial statements.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Information

Certain statements contained in this Form 10-Q or incorporated by reference herein are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and currently available information. However, since these statements are based on factors that involve risks and uncertainties, our performance and results may differ materially from those described or implied by such forward-looking statements. Words such as “believe,” “anticipate,” “expect,” “estimate,” “project,” “should,” “intend,” “will,” “may” or words or phrases of similar meaning are intended to identify forward-looking statements. We caution that the forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results to differ materially from those in the forward-looking statements, including, without limitation, the risk factors set forth in “Item 1A. Risk Factors” of our Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended March 31, 2014 (“fiscal 2014”), including the following:

·	Changes in general business, economic, and geopolitical conditions, as well as in consumer demand and the competitive environment in the automotive markets in the United States;

·	A decline in TMS sales volume and the level of TMS sponsored subvention programs;

·	Increased competition from other financial institutions seeking to increase their share of financing Toyota, Scion and Lexus vehicles;

·	Fluctuations in interest rates and currency exchange rates;

·	Fluctuations in the value of our investment securities or market prices;

·	Changes or disruptions in our funding environment or access to the global capital markets;

·	Failure or changes in commercial soundness of our counterparties and other financial institutions;

·	Changes in our credit ratings and those of TMC;

·	Changes in the laws and regulatory requirements, including as a result of recent financial services legislation, and related costs;

·	Natural disasters, changes in fuel prices, manufacturing disruptions and production suspensions of Toyota, Lexus and Scion vehicle models and related parts supply;

·	Operational risks, including security breaches or cyber attacks;

·	Challenges related to the relocation of our corporate headquarters to Plano, Texas;

·	Revisions to the estimates and assumptions for our allowance for credit losses;

·	Changes in prices of used vehicles and their effect on residual values of our off-lease vehicles and return rates;

·	The failure of a customer or dealer to meet the terms of any contract with us, or otherwise fail to perform as agreed; and

·	Recalls announced by TMS and the perceived quality of Toyota, Lexus and Scion vehicles.

Forward-looking statements speak only as of the date they are made. We will not update the forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking statements.

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OVERVIEW

Key Performance Indicators and Factors Affecting Our Business

In our finance operations, we generate revenue, income, and cash flows by providing retail financing, leasing, and dealer financing to vehicle and industrial equipment dealers and their customers. We measure the performance of our financing operations using the following metrics: financing volume, market share, financial leverage, financing margins, operating expense, residual value and credit loss metrics.

In our insurance operations, we generate revenue through marketing, underwriting, and claims administration related to covering certain risks of vehicle dealers and their customers. We measure the performance of our insurance operations using the following metrics: investment income, issued agreement volume, number of agreements in force, and loss metrics.

Our financial results are affected by a variety of economic and industry factors, including but not limited to, new and used vehicle markets, Toyota, Lexus and Scion sales volume, new vehicle incentives, consumer behavior, employment levels, our ability to respond to changes in interest rates with respect to both contract pricing and funding, the actual or perceived quality, safety or reliability of Toyota, Lexus and Scion vehicles, the financial health of the dealers we finance, and competitive pressure. Changes in these factors can influence financing and lease contract volume, the number of financing and lease contracts that default and the loss per occurrence, our inability to realize originally estimated contractual residual values on leased vehicles, the volume and performance of our insurance operations, and our gross margins on financing and leasing volume. Changes in the volume of vehicle sales, vehicle dealers’ utilization of our insurance programs, or the level of coverage purchased by affiliates could materially impact our insurance operations. Additionally, our funding programs and related costs are influenced by changes in the global capital markets, prevailing interest rates, and our credit ratings and those of our parent companies, which may affect our ability to obtain cost effective funding to support earning asset growth.

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Fiscal 2015 First Six Months Operating Environment

During the first half of the fiscal year ending March 31, 2015 (“fiscal 2015”), economic growth in the United States (“U.S.”) continued as employment rates improved and home prices increased. In addition, sales of motor vehicles improved compared to the same period in fiscal 2014. While the overall U.S. economy has shown positive trends during the first half of fiscal 2015, consumer debt levels rose as consumers experienced greater access to credit.

Conditions in the global capital markets were generally stable during most of the first half of fiscal 2015. Additionally, long term rates declined slightly during that period. We continue to maintain broad global access to both domestic and international markets. Future changes in interest and foreign exchange rates could result in volatility in our interest expense, which could affect our results of operations.

Industry-wide vehicle sales in the United States increased and sales incentives throughout the auto industry remained elevated during the first half of fiscal 2015 as compared to the same period in the prior year. Vehicle sales by Toyota Motor Sales, USA, Inc. (“TMS”) increased 8 percent in the first half of fiscal 2015 compared to the same period in fiscal 2014. The increase in TMS sales was attributable to strong consumer demand for new vehicles. In addition, we are currently experiencing a greater increase in lease volume as compared to retail volume.

Used vehicle values remained strong during the first half of fiscal 2015. However, it remains uncertain whether the used vehicle market will continue to be as strong as it has been in the past few years. Declines in used vehicle values and a higher proportion of lease volume as compared to retail volume could affect return rates, depreciation expense and credit losses.

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RESULTS OF OPERATIONS

Fiscal 2015 Summary

	Three Months Ended				Six Months Ended
	September 30,				September 30,
(Dollars in millions)	2014		2013		2014		2013
Net income:
Finance operations1	$	245	$	229	$	581	$	306
Insurance operations1		46		15		74		29
Total net income	$	291	$	244	$	655	$	335

1 Refer to Note 15 - Segment Information of the Notes to Consolidated Financial Statement for the total asset balances of our finance and insurance operations.

Our consolidated net income was $655 million and $291 million for the first half and second quarter of fiscal 2015, respectively, compared to $335 million and $244 million for the same periods in fiscal 2014. The increase for the first half of fiscal 2015 was primarily due to a decrease of $505 million in our interest expense driven by gains on derivatives, as compared to losses in the prior year. In addition, total financing revenue increased by $377 million, offset by an increase of $379 million in depreciation on operating leases and an increase of $187 million in the provision for income taxes. The increase in net income for the second quarter of fiscal 2015 was primarily due to an increase in total financing revenue of $212 million. In addition, interest expense decreased by $99 million driven by gains on derivatives, which was offset by an increase of $230 million in depreciation on operating leases and an increase of $27 million in the provision for income taxes.

Our overall capital position, taking into account the payment of a $435 million dividend in September 2014 to our sole shareholder, Toyota Financial Services Americas Corporation (“TFSA”), increased $228 million, bringing total shareholder’s equity to $8.0 billion at September 30, 2014. Our debt increased to $87.8 billion at September 30, 2014 from $85.4 billion at March 31, 2014. Our debt-to-equity ratio remained consistent at 11.0 at both September 30, 2014 and March 31, 2014.

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Finance Operations

		Three Months Ended						Six Months Ended
		September 30,				Percentage		September 30,				Percentage
(Dollars in millions)			2014	2013		Change		2014		2013		Change
Financing revenues:
Operating lease		$	1,497	$	1,255	19	%	$	2,900	$	2,464	18	%
Retail1			461		483	(5)	%		917		961	(5)	%
Dealer			99		100	(1)	%		200		201	-	%
Total financing revenues			2,057		1,838	12	%		4,017		3,626	11	%

Investment and other income			27		22	23	%		47		34	38	%
Gross revenues from finance operations			2,084		1,860	12	%		4,064		3,660	11	%

Less:
	Depreciation on operating leases		1,196		966	24	%		2,296		1,917	20	%
	Interest expense		215		314	(32)	%		345		850	(59)	%
	Provision for credit losses		79		28	182	%		117		39	200	%
	Operating and administrative expenses		200		183	9	%		380		363	5	%
	Provision for income taxes		149		140	6	%		345		185	86	%
Net income from finance
	operations	$	245	$	229	7	%	$	581	$	306	90	%

1 Includes direct finance lease revenues.

Our finance operations reported net income of $581 million and $245 million for the first half and second quarter of fiscal 2015, respectively, compared to $306 million and $229 million for the same periods in fiscal 2014. Finance operations results for the first half of fiscal 2015 increased as compared to the same period in fiscal 2014 primarily due to a decrease of $505 million in interest expense driven by gains on derivatives and an increase of $391 million in total financing revenues, offset by an increase of $379 million in depreciation on operating leases, an increase of $78 million in provision for credit losses and an increase of $160 million in the provision for income taxes. Finance operations results for the second quarter of fiscal 2015 increased as compared to the same period in fiscal 2014 primarily due to a decrease of $99 million in interest expense driven by gains on derivatives and an increase of $219 million in total financing revenues, partially offset by an increase of $230 million in depreciation on operating leases, an increase of $51 million in provision for credit losses, an increase of $17 million in operating and administrative expense and an increase of $9 million in the provision for income taxes.

Financing Revenues

Total financing revenues increased 11 percent and 12 percent during the first half and second quarter of fiscal 2015, respectively, as compared to the same periods in fiscal 2014 due to the following factors:

·	Operating lease revenues increased 18 percent and 19 percent in the first half and second quarter of fiscal 2015, respectively, as compared to the same periods in fiscal 2014, primarily due to higher average outstanding earning asset balances, partially offset by lower portfolio yields.

·	Retail contract revenues decreased 5 percent in the first half and second quarter of fiscal 2015, respectively, as compared to the same periods in fiscal 2014, primarily due to a decrease in our portfolio yields, partially offset by higher average outstanding earning asset balances.

- 50 -

·	Dealer financing revenues remained relatively unchanged in the first half and second quarter of fiscal 2015, as compared to the same periods in fiscal 2014, reflecting relatively similar average outstanding earning asset balances for the respective periods.

Our total portfolio, which includes operating lease, retail, and dealer financing, had a yield of 3.7 percent during the first half and second quarter of fiscal 2015 compared to 4.0 and 4.1 percent, respectively, for the same periods in fiscal 2014. Lower yields were the result of the maturity of higher yielding earning assets being replaced by lower yielding earning assets during the first half and second quarter of fiscal 2015.

Depreciation on Operating Leases

Depreciation on operating leases increased 20 percent and 24 percent during the first half and second quarter of fiscal 2015, respectively, as compared to the same periods in fiscal 2014. The increase in depreciation was primarily attributable to an increase in average operating lease units outstanding during the first half and second quarter of fiscal 2015 as compared to the same period in fiscal 2014.

Interest Expense

	Three Months Ended				Six Months Ended
	September 30,				September 30,
(Dollars in millions)	2014		2013		2014		2013
Interest expense on debt	$	298	$	320	$	619	$	638
Interest expense on derivatives		(20)		(18)		(53)		(27)
Interest expense on debt and derivatives, net		278		302		566		611

Ineffectiveness related to hedge accounting derivatives		-		(1)		-		(2)
(Gain) loss on non-hedge accounting foreign currency transactions		(867)		352		(787)		(98)
Loss (gain) on non-hedge accounting foreign currency swaps		866		(335)		711		231
(Gain) loss on non-hedge accounting interest rate swaps		(62)		(4)		(145)		108
Total interest expense	$	215	$	314	$	345	$	850

During the first half and second quarter of fiscal 2015, total interest expense decreased to $345 million and $215 million, respectively from $850 million and $314 million during the same periods of fiscal 2014. The decrease in total interest expense can be primarily attributed to gains on non-hedge accounting foreign currency transactions, net of losses on the non-hedge accounting foreign currency swaps. These net gains resulted from a decrease in foreign currency swap rates. Additionally, we experienced gains on our non-hedge accounting interest rate swaps due to an increase in medium term U.S. dollar swap rates during the first half of fiscal 2015. During the first half of fiscal 2014, an increase in longer term U.S. dollar and foreign currency swap rates resulted in losses on non-hedge accounting interest rate swaps and foreign currency swaps, net of the associated foreign currency transactions.

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Interest expense on debt primarily represents net interest settlements and changes in accruals on secured and unsecured notes and loans payable and commercial paper, and includes amortization of discount and premium, debt issuance costs, and basis adjustments. Interest expense on debt decreased to $619 million and $298 million during the first half and second quarter of fiscal 2015 from $638 million and $320 million in the same periods in fiscal 2014 as a result of a lower weighted average interest rates on our unsecured notes and loans payable.

Interest expense on derivatives represents net interest settlements and changes in accruals on both hedge and non-hedge accounting interest rate and foreign currency derivatives. During the first half and second quarter of fiscal 2015, we recorded net interest income of $53 million and $20 million, respectively, compared to net interest income of $27 million and $18 million, respectively, during the same periods of fiscal 2014. The increase in interest income on derivatives resulted from a lower average 3-month LIBOR compared to the first half of fiscal 2014.

Gain or loss on foreign currency transactions represents the revaluation of foreign currency denominated debt transactions for which hedge accounting has not been elected. We use foreign currency swaps to economically hedge these foreign currency transactions. During the first half of fiscal 2015, the net gain of $76 million on foreign currency transactions, net of foreign currency swaps, resulted from a decrease in foreign currency swap rates. During the first half of fiscal 2014, an increase in longer term U.S. dollar and foreign currency swap rates resulted in losses on non-hedge accounting interest rate swaps and foreign currency swaps, net of the associated foreign currency transactions.

We recorded a gain of $145 million and $62 million on non-hedge accounting interest rate swaps during the first half and second quarter of fiscal 2015 as a result of an increase in medium term U.S. dollar swap rates which had a favorable impact on our pay fixed swaps. During the first half of fiscal 2014, longer term U.S. dollar swap rates increased which had an unfavorable impact on our pay float swaps resulting in a loss of $108 million.

Future changes in interest and foreign exchange rates could continue to result in significant volatility in our interest expense, thereby affecting our results of operations.

Provision for Credit Losses

We recorded a provision for credit losses of $117 million and $79 million for the first half and second quarter of fiscal 2015, respectively, compared to $39 million and $28 million for the same periods in fiscal 2014. The increase in the provision for credit losses for the first half and second quarter of fiscal 2015 was due to higher loss severity and default frequency compared to the same periods in fiscal 2014.

Operating and Administrative Expenses

Operating and administrative expenses increased during the first half and second quarter of fiscal 2015 compared to the same periods in fiscal 2014 primarily reflecting increases across various general expense categories.

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Insurance Operations

The following table summarizes key results of our Insurance Operations:

		Three Months Ended						Six Months Ended
		September 30,				Percentage		September 30,				Percentage
(Dollars in millions)		2014		2013		Change		2014		2013		Change
Agreements (units in thousands)
	Issued		538		485	11	%		1,038		934	11	%
	Average in force		6,194		5,864	6	%		6,144		5,838	5	%

Insurance earned premiums and contract revenues		$	160	$	150	7	%	$	313	$	296	6	%
Investment and other income, net			33		(8)	513	%		48		(14)	443	%
Revenues from insurance
	operations		193		142	36	%		361		282	28	%

Less:
Insurance losses and loss
	adjustment expenses		67		68	(1)	%		137		139	(1)	%
Operating and administrative
	expenses		53		50	6	%		106		97	9	%
Provision for income taxes			27		9	200	%		44		17	159	%
Net income from insurance operations		$	46	$	15	207	%	$	74	$	29	155	%

Our insurance operations reported net income of $74 million and $46 million for the first half and second quarter of fiscal 2015, compared to $29 million and $15 million for the same periods in fiscal 2014. The increase in net income for the first half of fiscal 2015 was primarily attributable to a $62 million increase in investment and other income, net and a $17 million increase in insurance earned premiums and contract revenues, partially offset by a $27 million increase in provision for income taxes and a $9 million increase in operating and administrative expenses. The increase in net income for the second quarter of fiscal 2015 was primarily attributable to a $41 million increase in investment and other income, net and a $10 million increase in insurance earned premiums and contract revenues, partially offset by a $18 million increase in provision for income taxes and a $3 million increase in operating and administrative expenses.

Agreements issued increased by 11 percent during the first half and second quarter of fiscal 2015 compared to the same period in fiscal 2014. The increase was primarily due to the launch of our tire and wheel product in December 2013 as well as higher TMS vehicle sales. The average number of agreements in force increased by 5 percent and 6 percent during the first half and second quarter of fiscal 2015 compared to the same period in fiscal 2014 primarily due to increased issuances.

Our insurance operations reported insurance earned premiums and contract revenues of $313 million and $160 million for the first half and second quarter of fiscal 2015, respectively, compared to $296 million and $150 million for the same periods in fiscal 2014. Insurance earned premiums and contract revenues represent revenues from agreements in force and are affected by sales volume as well as the level, age, and mix of agreements in force. Our insurance earned premiums and contract revenues increased for the first half and second quarter of fiscal 2015, compared to the same periods in fiscal 2014, in correlation with the increase in the average number of agreements in force.

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Our insurance operations reported investment and other income, net of $48 million and $33 million for the first half and second quarter of fiscal 2015, respectively, compared to losses of $14 million and $8 million for the same periods in fiscal 2014. Investment and other income, net consists primarily of dividend and interest income, realized gains and losses and other-than-temporary impairments on available-for-sale securities, if any. In the first half and second quarter of fiscal 2015, we had an insignificant amount of other-than-temporary impairment on available-for-sale securities compared to $53 million and $23 million of other-than-temporary impairment for the same periods in fiscal 2014. The impairment recognized in the first half and second quarter of the prior year resulted from interest rate volatility. We also had an increase in net realized gains during the first half and second quarter of fiscal 2015 primarily from the sale of a portion of our fixed income mutual funds. The decrease in other-than-temporary impairments and increase in net realized gains during the first half and second quarter of fiscal 2015 were partially offset by a decrease in dividend income due to overall lower yields and the previously mentioned sale of our fixed income mutual funds.

Our insurance operations reported insurance losses and loss adjustment expenses of $137 million and $67 million for the first half and second quarter of fiscal 2015, respectively, which were consistent with $139 million and $68 million for the same periods in fiscal 2014. Insurance losses and loss adjustment expenses incurred are a function of the amount of covered risks, frequency and severity of claims associated with the agreements in force and the level of risk retained by our insurance operations. Insurance losses and loss adjustment expenses include amounts paid and accrued for reported losses, estimates of losses incurred but not reported, and any related claim adjustment expenses.

Our insurance operations reported operating and administrative expenses of $106 million and $53 million for the first half and second quarter of fiscal 2015, respectively, compared to $97 million and $50 million for the same periods in fiscal 2014. The increase was attributable to higher product expenses and insurance dealer back-end program expenses. Insurance dealer back-end program expenses are incentives or expense reduction programs we provide to dealers based on certain performance criteria.

Provision for Income Taxes

Our total provision for income taxes for the first half and second quarter of fiscal 2015 was $389 million and $176 million, respectively, compared to $202 million and $149 million for the same periods in fiscal 2014. Our effective tax rate was 37 percent and 38 percent for the first half and second quarter of fiscal 2015 and 38 percent for both the first half and second quarter of fiscal 2014, respectively. The change in our provision for income taxes is consistent with the change in our income before income taxes in the first half and second quarter of fiscal 2015 compared to the same periods in fiscal 2014.

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FINANCIAL CONDITION

Vehicle Financing Volume and Net Earning Assets

The composition of our vehicle contract volume and market share is summarized below:

	Three Months Ended						Six Months Ended
	September 30,				Percentage		September 30,				Percentage
(units in thousands):	2014		2013		Change		2014		2013		Change
TMS new sales volume1	509		476		7	%	986		917		8	%

Vehicle financing volume2
New retail contracts	200		203		(1)	%	376		379		(1)	%
Used retail contracts	70		82		(15)	%	142		160		(11)	%
Lease contracts	147		125		18	%	286		233		23	%
Total	417		410		2	%	804		772		4	%

TMS subvened vehicle financing volume (units included in the above table):
New retail contracts	141		127		11	%	257		228		13	%
Used retail contracts	13		22		(41)	%	31		46		(33)	%
Lease contracts	138		117		18	%	265		214		24	%
Total	292		266		10	%	553		488		13	%

TMS subvened vehicle financing volume as a percent of vehicle financing volume:
New retail contracts	70.5	%	62.6	%			68.4	%	60.2	%
Used retail contracts	18.6	%	26.8	%			21.8	%	28.8	%
Lease contracts	93.9	%	93.6	%			92.7	%	91.8	%
Overall subvened contracts	70.0	%	64.9	%			68.8	%	63.2	%

Market share:3
Retail contracts	39.1	%	42.5	%			38.0	%	41.2	%
Lease contracts	28.9	%	26.2	%			28.9	%	25.3	%
Total	68.0	%	68.7	%			66.9	%	66.5	%

l Represents total domestic TMS sales of new Toyota, Lexus and Scion vehicles excluding sales under dealer rental car and commercial fleet programs and sales of a private Toyota distributor. TMS new sales volume was comprised of approximately 85% Toyota (including Scion) and 15% Lexus vehicles for the first half and the second quarter of fiscal 2015. TMS new sales volume was comprised of approximately 86% Toyota (including Scion) and 14% Lexus vehicles for the first half and the second quarter of fiscal 2014.

2 Total financing volume was comprised of approximately 80% Toyota (including Scion), 17% Lexus, and 3% non-Toyota/Lexus vehicles for the first half and second quarter of fiscal 2015. Total financing volume for the first half and the second quarter of fiscal 2014 was comprised of approximately 82% Toyota (including Scion), 15% Lexus, and 3% non-Toyota/Lexus vehicles.

3 Represents the percentage of total domestic TMS sales of new Toyota, Lexus and Scion vehicles financed by us, excluding sales under dealer rental car and commercial fleet

programs and sales of a private Toyota distributor

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Vehicle Financing Volume

The volume of our retail and lease contracts, which are acquired primarily from Toyota and Lexus vehicle dealers, is dependent upon TMS sales volume and subvention. Vehicle sales by TMS increased 8 percent and 7 percent for the first half and second quarter of fiscal 2015, compared to the same periods in fiscal 2014 driven by higher consumer demand.

Our financing volume increased 4 percent and market share increased slightly in the first half of fiscal 2015 compared to the same period in fiscal 2014. The increase in volume was driven primarily by the growth in TMS sales resulting from increased consumer demand and an increase in subvention. Lease volume increased more significantly than retail volume in the first half and second quarter of fiscal 2015 due primarily to a higher focus by TMS on lease subvention compared to the same period in fiscal 2014.

In addition to increased lease volume, we have seen an increase in the proportion of shorter term leases. The majority of our lease terms are 36 and 24 months, which represent 65 percent and 27 percent, respectively, of our lease originations for the first half of fiscal 2015 compared to 82 percent and 10 percent, respectively, for the same period in fiscal 2014.

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The composition of our net earning assets is summarized below:
						Percentage
(Dollars in millions)		September 30, 2014		March 31, 2014		Change
Net Earning Assets
Finance receivables, net
	Retail finance receivables, net1	$	50,614	$	49,340	3	%
	Dealer financing, net2		14,870		15,836	(6)	%
Total finance receivables, net			65,484		65,176	-	%
Investments in operating leases, net			28,436		24,769	15	%
Net earning assets		$	93,920	$	89,945	4	%

Dealer Financing
(Number of dealers serviced)
Toyota and Lexus dealers2			1,000		1,001	-	%
Vehicle dealers outside of the
	Toyota/Lexus dealer network		474		482	(2)	%
Industrial equipment dealers			138		137	1	%
Total number of dealers receiving
	wholesale financing		1,612		1,620	-	%

Dealer inventory outstanding (units in thousands)			282		327	(14)	%

1 Includes direct finance leases.

2 Includes wholesale and other credit arrangements in which we participate as part of a syndicate of lenders.

Retail Contract Volume and Earning Assets

Our retail contract volume and our retail finance receivables, net were relatively consistent during the first half and second quarter of fiscal 2015 as compared to the balance at March 31, 2014.

Lease Contract Volume and Earning Assets

Our vehicle lease contract volume during the first half and second quarter of fiscal 2015 increased 23 percent and 18 percent, respectively, as compared to the same periods in fiscal 2014. Much of the increase during the first half and second quarter of fiscal 2015 was attributable to an increase in TMS sales and a higher focus on lease subvention, resulting in an increase of 15 percent in investments in operating leases, net at September 30, 2014 as compared to the balance at March 31, 2014.

Dealer Financing and Earning Assets

Dealer financing, net decreased 6 percent from March 31, 2014, primarily due to decreases in dealer inventory outstanding. The total number of dealers receiving wholesale financing was relatively consistent with March 31, 2014.

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Residual Value Risk

The primary factors affecting our exposure to residual value risk are the levels at which residual values are established at lease inception, current economic conditions and outlook, projected end-of-term market values, and the resulting impact on vehicle lease return rates and loss severity.

On a quarterly basis, we review the estimated end-of-term market values of leased vehicles to assess the appropriateness of our carrying values. To the extent the estimated end-of-term market value of a leased vehicle is lower than the residual value established at lease inception, the residual value of the leased vehicle is adjusted downward so that the carrying value at lease end will approximate the estimated end-of-term market value. For operating leases, adjustments are made on a straight-line basis over the remaining terms of the lease contracts and are included in depreciation on operating leases in the Consolidated Statement of Income as a change in accounting estimate. For direct finance leases, adjustments are made at the time of assessment and are recorded as a reduction of direct finance lease revenues which is included in our retail revenues in the Consolidated Statement of Income.

Depreciation on Operating Leases

		Three Months Ended						Six Months Ended
		September 30,				Percentage		September 30,				Percentage
		2014		2013		Change		2014		2013		Change
Depreciation on operating
	leases (dollars in millions)	$	1,196	$	966	24	%	$	2,296	$	1,917	20	%
Average operating lease units
	outstanding (in thousands)		1,042		852	22	%		1,008		839	20	%

Depreciation expense on operating leases increased 20 percent and 24 percent during the first half and second quarter of fiscal 2015 as compared to the same periods in fiscal 2014, due primarily to an increase in the average operating lease units outstanding. We have recently experienced higher leasing volume and an increase in shorter term leases. This trend could affect return rates, residual value risk and depreciation expense.

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Credit Risk

Credit Loss Experience

The overall credit quality of our consumer portfolio continued to benefit from our focus on purchasing practices and collection efforts. In addition, subvention contributes to our overall portfolio quality, as subvened contracts typically have higher credit scores than non-subvened contracts.

			September 30,			March 31,			September 30,
			2014			2014			2013
Net charge-offs as a percentage of average gross earning assets 1
		Finance receivables		0.30	%		0.31	%		0.26	%
		Operating leases		0.20	%		0.19	%		0.15	%
		Total		0.27	%		0.28	%		0.23	%

Default frequency as a percentage of outstanding contracts				1.16	%		1.17	%		1.14	%
Average loss severity per unit			$	6,364		$	6,341		$	6,056

Aggregate balances for accounts 60 or more days past due as a
	percentage of gross earning assets 2
		Finance receivables 3		0.26	%		0.19	%		0.23	%
		Operating leases 3		0.19	%		0.15	%		0.17	%
		Total		0.24	%		0.18	%		0.22	%

1 Net charge-off ratios have been annualized using six month results for the periods ended September 30, 2014 and 2013.

2	Substantially all retail, direct finance lease and operating lease receivables do not involve recourse to the dealer in the event of customer default.

3	Includes accounts in bankruptcy and excludes accounts for which vehicles have been repossessed.

The level of credit losses primarily reflects two factors: default frequency and loss severity. Net charge-offs as a percentage of average gross earning assets increased from 0.23 percent at September 30, 2013 to 0.27 percent at September 30, 2014 due to increased default frequency and loss severity. Default frequency as a percentage of outstanding contracts increased slightly to 1.16 percent during the first half of fiscal 2015 compared to 1.14 percent during the same period in fiscal 2014. Our average loss severity for the first half of fiscal 2015 was higher compared to the first half of fiscal 2014. Our delinquencies for the first half of fiscal 2015 were 0.24 percent which is a slight increase from September 30, 2013. The increase in our delinquencies from March 31, 2014 to September 30, 2014 reflects our typical seasonal increase in delinquency ratios.

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Allowance for Credit Losses

We maintain an allowance for credit losses to cover probable and estimable losses as of the balance sheet date resulting from the non-performance of our customers and dealers under their contractual obligations. The determination of the allowance involves significant assumptions, complex analyses, and management judgment.

The allowance for credit losses for our consumer portfolio is established through a process that estimates probable losses incurred as of the balance sheet date based upon consistently applied statistical analyses of portfolio data. This process utilizes delinquency migration analysis, in which historical delinquency and credit loss experience is applied to the current aging of the portfolio, and incorporates current and expected trends and other relevant factors, including used vehicle market conditions, economic conditions, unemployment rates, purchase quality mix, and operational factors. This process, along with management judgment, is used to establish the allowance to cover probable and estimable losses incurred as of the balance sheet date. Movement in any of these factors would cause changes in estimated probable losses.

The allowance for credit losses for our dealer portfolio is established by first aggregating dealer financing receivables into loan-risk pools, which are determined based on the risk characteristics of the loan (e.g. secured by either vehicles and industrial equipment, real estate or dealership assets, or unsecured). We then analyze dealer pools using an internally developed risk rating system. In addition, we have established procedures that focus on managing high risk loans in our dealer portfolio. Our field operations management and special assets group are consulted each quarter to determine if any specific dealer loan is considered impaired. If impaired loans are identified, specific reserves are established, as appropriate, and the loan is removed from the loan-risk pool for separate monitoring.

The following table provides information related to our allowance for credit losses for the three and six months ended September 30, 2014 and 2013:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
(Dollars in millions)	2014		2013		2014		2013
Allowance for credit losses at beginning of period	$	447	$	501	$	454	$	527
Provision for credit losses		79		28		117		39
Charge-offs, net of recoveries1		(81)		(62)		(126)		(99)
Allowance for credit losses at end of period	$	445	$	467	$	445	$	467

1 Charge-offs are shown net of recoveries of $20 million and $42 million for the three and six months ended September 30, 2014, respectively, and recoveries of $21 million and

$45 million for the three and six months ended September 30, 2013, respectively.

During the first half of fiscal 2015, our allowance for credit losses decreased $9 million from $454 million at March 31, 2014 to $445 million at September 30, 2014. The decline in the allowance for credit losses was due primarily to the payoff of certain impaired dealer product finance receivables in the second quarter.

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LIQUIDITY AND CAPITAL RESOURCES

Liquidity risk is the risk relating to our ability to meet our financial obligations when they come due. Our liquidity strategy is to ensure that we maintain the ability to fund assets and repay liabilities in a timely and cost-effective manner, even in adverse market conditions. Our strategy includes raising funds via the global capital markets, and through loans, credit facilities, and other transactions as well as generating liquidity from our earning assets. This strategy has led us to develop a borrowing base that is diversified by market and geographic distribution, investor type, and financing structure, among other factors.

The following table summarizes the components of our outstanding funding sources at carrying value:

(Dollars in millions)	September 30, 2014		March 31, 2014
Commercial paper1	$	27,138	$	27,709
Unsecured notes and loans payable2		52,576		49,075
Secured notes and loans payable		7,887		8,158
Carrying value adjustment3		168		425
Total debt	$	87,769	$	85,367

1 Includes unamortized premium/discount.

2 Includes unamortized premium/discount and the effects of foreign currency transaction gains and losses on non-hedged or de-designated notes and loans payable which are

denominated in foreign currencies.

3 Represents the effects of fair value adjustments to debt in hedging relationships, accrued redemption premiums, and the unamortized fair value adjustments on the hedged item

for terminated fair value hedge accounting relationships.

Liquidity management involves forecasting and maintaining sufficient capacity to meet our cash needs, including unanticipated events. To ensure adequate liquidity through a full range of potential operating environments and market conditions, we conduct our liquidity management and business activities in a manner that will preserve and enhance funding stability, flexibility and diversity. Key components of this operating strategy include a strong focus on developing and maintaining direct relationships with commercial paper investors and wholesale market funding providers, and maintaining the ability to sell certain assets when and if conditions warrant.

We develop and maintain contingency funding plans and regularly evaluate our liquidity position under various operating circumstances, allowing us to assess how we will be able to operate through a period of stress when access to normal sources of capital is constrained. The plans project funding requirements during a potential period of stress, specify and quantify sources of liquidity, and outline actions and procedures for effectively managing through the problem period. In addition, we monitor the ratings and credit exposure of the lenders that participate in our credit facilities to ascertain any issues that may arise with potential draws on these facilities if that contingency becomes warranted.

We maintain broad access to a variety of domestic and global markets and may choose to realign our funding activities depending upon market conditions, relative costs, and other factors. We believe that our funding sources, combined with operating and investing activities, provide sufficient liquidity to meet future funding requirements and business growth. Our funding volume is primarily based on expected net change in earning assets and debt maturities.

For liquidity purposes, we hold cash in excess of our immediate funding needs. These excess funds are invested in short-term, highly liquid and investment grade money market instruments, which provide liquidity for our short-term funding needs and flexibility in the use of our other funding sources. We maintained excess funds ranging from $6.3 billion to $10.6 billion with an average balance of $8.2 billion during the quarter ended September 30, 2014.

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We may lend to or borrow from affiliates on terms based upon a number of business factors such as funds availability, cash flow timing, relative cost of funds, and market access capabilities.

Credit support is provided to us by our indirect parent Toyota Financial Services Corporation (“TFSC”), and, in turn to TFSC by Toyota Motor Corporation (“TMC”). Taken together, these credit support agreements provide an additional source of liquidity to us, although we do not rely upon such credit support in our liquidity planning and capital and risk management. The credit support agreements are not a guarantee by TMC or TFSC of any securities or obligations of TFSC or TMCC, respectively.

TMC’s obligations under its credit support agreement with TFSC rank pari passu with TMC’s senior unsecured debt obligations. Refer to Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations “Liquidity and Capital Resources” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014 for further discussion.

We routinely monitor global financial conditions and our financial exposure to our global counterparties. Specifically, we focus on those countries experiencing significant economic, fiscal or political strain and the corresponding likelihood of default. During the reporting period, we identified countries for which these conditions exist; Portugal, Ireland, Italy, Greece, Spain, Cyprus, Russia, Ukraine and certain other countries. We do not currently have exposure to these or other sovereign counterparties. As of September 30, 2014, our gross non-sovereign exposures to investments in marketable securities and derivatives counterparty positions in the countries identified were not material, either individually or collectively. We also maintained a total of $19.0 billion in committed syndicated and bilateral credit facilities for our liquidity purposes as of September 30, 2014. As of September 30, 2014, less than 3 percent of such commitments were from counterparties in the countries identified. Refer to the “Liquidity and Capital Resources - Liquidity Facilities and Letters of Credit” section and “Item 1A. Risk Factors - The failure or commercial soundness of our counterparties and other financial institutions may have an effect on our liquidity, operating results or financial condition” in our fiscal 2014 Form 10-K for further discussion.

Commercial Paper

Short-term funding needs are met through the issuance of commercial paper in the United States. Commercial paper outstanding under our commercial paper programs ranged from approximately $25.3 billion to $28.1 billion during the quarter ended September 30, 2014, with an average outstanding balance of $26.4 billion. Our commercial paper programs are supported by the liquidity facilities discussed under the heading “Liquidity Facilities and Letters of Credit.” We believe we have ample capacity to meet our short-term funding requirements and manage our liquidity.

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Unsecured Notes and Loans Payable

The following table summarizes the components of our unsecured notes and loans payable:

(Dollars in millions)	U.S. medium term notes ("MTNs") and domestic bonds		Euro MTNs ("EMTNs")		Eurobonds		Other		Total unsecured notes and loans payable5
Balance at March 31, 20141	$	29,744	$	13,523	$	480	$	5,577	$	49,324
Issuances during the six months
ended September 30, 2014		6,7212		1,6233		-		2504		8,594
Maturities and terminations
during the six months
ended September 30, 2014		(3,048)		(635)		-		(855)		(4,538)
Balance at September 30, 20141	$	33,417	$	14,511	$	480	$	4,972	$	53,380

1 Amounts represent par values and as such exclude unamortized premium/discount, foreign currency transaction gains and losses on debt denominated in foreign currencies, fair value adjustments to debt in hedge accounting relationships, accrued redemption premiums, and the unamortized fair value adjustments on the hedged item for terminated hedge accounting relationships. Par values of non-U.S. currency denominated notes are determined using foreign exchange rates applicable as of the issuance dates.

2 MTNs and domestic bonds issued during the first six months of fiscal 2015 had terms to maturity ranging from approximately 1 year to 15 years, and had interest rates at the time of issuance ranging from 0.2 percent to 3.1 percent.

3 EMTNs issued during the first six months of fiscal 2015 had terms to maturity ranging from approximately 1 year to 7 years, and had interest rates at the time of issuance ranging from 0.6 percent to 1.0 percent.

4 Consists of long-term borrowing, with term to maturity of approximately 5 years, and had an interest rate at the time of issuance of 0.6 percent.

5 Consists of fixed and floating rate debt and other obligations. Upon the issuance of fixed rate debt and other obligations, we generally elect to enter into pay float interest rate swaps. Refer to “Derivative Instruments” for further discussion.

We maintain a shelf registration statement with the SEC to provide for the issuance of debt securities in the U.S. capital markets to retail and institutional investors. We qualify as a well-known seasoned issuer under SEC rules, which allows us to issue under our registration statement an unlimited amount of debt securities during the three year period ending March 2015. Debt securities issued under the U.S. shelf registration statement are issued pursuant to the terms of an indenture which requires TMCC to comply with certain covenants, including negative pledge provisions. We are in compliance with these covenants.

Our EMTN program, shared with our affiliates Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc. and Toyota Finance Australia Limited (TMCC and such affiliates, the “EMTN Issuers”), provides for the issuance of debt securities in the international capital markets. In September 2014, the EMTN Issuers renewed the EMTN program for a one year period. The maximum aggregate principal amount authorized under the EMTN Program to be outstanding at any time is €50 billion or the equivalent in other currencies, of which €30.3 billion was available for issuance at September 30, 2014. The authorized amount is shared among all EMTN Issuers. The authorized aggregate principal amount under the EMTN program may be increased from time to time. Debt securities issued under the EMTN program are issued pursuant to the terms of an agency agreement. Certain debt securities issued under the EMTN program are subject to negative pledge provisions. Debt securities issued under our EMTN program prior to October 2007 are also subject to cross-default provisions. We are in compliance with these covenants.

In addition, we may issue other debt securities or enter into other unsecured financing arrangements through the global capital markets.

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Secured Notes and Loans Payable

Overview

Asset-backed securitization of our earning asset portfolio provides us with an alternative source of funding. We securitize finance receivables and beneficial interests in investments in operating leases (“Securitized Assets”) using a variety of structures. Our securitization transactions involve the transfer of Securitized Assets to bankruptcy-remote special purpose entities. These bankruptcy-remote entities are used to ensure that the Securitized Assets are isolated from the claims of creditors of TMCC and that the cash flows from these assets are available solely for the benefit of the investors in these asset-backed securities. Investors in asset-backed securities do not have recourse to our other assets, and neither TMCC nor our affiliates guarantee these obligations. We are not required to repurchase or make reallocation payments with respect to the Securitized Assets that become delinquent or default after securitization. As seller and servicer of the Securitized Assets, we are required to repurchase or make a reallocation payment with respect to the underlying assets that are subsequently discovered not to have met specified eligibility requirements. This repurchase obligation is customary in securitization transactions.

We service the Securitized Assets in accordance with our customary servicing practices and procedures. Our servicing duties include collecting payments on Securitized Assets and submitting them to a trustee for distribution to security holders and other interest holders. We prepare monthly servicer certificates on the performance of the Securitized Assets, including collections, investor distributions, delinquencies, and credit losses. We also perform administrative services for the special purpose entities.

Our use of special purpose entities in securitizations is consistent with conventional practice in the securitization market. None of our officers, directors, or employees holds any equity interests or receives any direct or indirect compensation from our special purpose entities. These entities do not own our stock or the stock of any of our affiliates. Each special purpose entity has a limited purpose and generally is permitted only to purchase assets, issue asset-backed securities, and make payments to the security holders, other interest holders and certain service providers as required under the terms of the transactions.

Our securitizations are structured to provide credit enhancement to reduce the risk of loss to security holders and other interest holders in the asset-backed securities. Credit enhancement may include some or all of the following:

·	Overcollateralization: The principal of the Securitized Assets that exceeds the principal amount of the related secured debt.

·	Excess spread: The expected interest collections on the Securitized Assets that exceed the expected fees and expenses of the special purpose entity, including the interest payable on the debt, net of swap settlements, if any.

Cash reserve funds: A portion of the proceeds from the issuance of asset-backed securities may be held by the securitization trust in a segregated reserve fund and may be used to pay principal and interest to security holders and other interest holders if collections on the underlying receivables are insufficient.

·	Yield supplement arrangements: Additional overcollateralization may be provided to supplement the future contractual interest payments from securitized receivables with relatively low contractual interest rates.

·	Subordinated notes: The subordination of principal and interest payments on subordinated notes may provide additional credit enhancement to holders of senior notes.

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In addition to the credit enhancement described above, we may enter into interest rate swaps with our special purpose entities that issue variable rate debt. Under the terms of these swaps, the special purpose entities are obligated to pay TMCC a fixed rate of interest on payment dates in exchange for receiving a floating rate of interest on notional amounts equal to the outstanding balance of the secured debt. This arrangement enables the special purpose entities to mitigate the interest rate risk inherent in issuing variable rate debt that is secured by fixed rate Securitized Assets.

Securitized Assets and the related debt remain on our Consolidated Balance Sheet. We recognize financing revenue on the Securitized Assets. We also recognize interest expense on the secured debt issued by the special purpose entities and maintain an allowance for credit losses on the Securitized Assets to cover estimated probable credit losses using a methodology consistent with that used for our non-securitized asset portfolio. The interest rate swaps between TMCC and the special purpose entities are considered intercompany transactions and therefore are eliminated in our consolidated financial statements.

The following are asset-backed securitization transactions that we have executed.

Public Term Securitization

We maintain shelf registration statements with the SEC to provide for the issuance of securities backed by Securitized Assets in the U.S. capital markets. We regularly sponsor public securitization trusts that issue securities backed by retail finance receivables, including registered securities that we retain. Funding obtained from our public term securitization transactions is repaid as the underlying Securitized Assets amortize. None of these securities have defaulted, experienced any events of default or failed to pay principal in full at maturity. As of September 30, 2014 and March 31, 2014, we did not have any outstanding lease securitization transactions registered with the SEC.

During fiscal 2014, we entered into a public term securitization transaction whereby we agreed to use the proceeds solely to acquire retail and lease contracts financing new Toyota and Lexus vehicles of certain specified “green” models. The terms of the securitization transaction are consistent with the terms of our other similar transactions except that the proceeds we received are included in Restricted cash and cash equivalents in our Consolidated Balance Sheet. As of September 30, 2014, there were no proceeds in Restricted cash and cash equivalents from this transaction, while as of March 31, 2014, the amount of proceeds in Restricted cash and cash equivalents from this transaction was $1.1 billion.

Amortizing Asset-backed Commercial Paper Conduits

We have executed private securitization transactions of Securitized Assets with bank-sponsored multi-seller asset-backed conduits. The related debt will be repaid as the underlying Securitized Assets amortize.

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Liquidity Facilities and Letters of Credit

For additional liquidity purposes, we maintain syndicated credit facilities with certain banks.

364 Day Credit Agreement, Three Year Credit Agreement and Five Year Credit Agreement

In November 2013, TMCC, Toyota Credit de Puerto Rico Corp. (“TCPR”) and other Toyota affiliates entered into a $4.3 billion 364 day syndicated bank credit facility, a $4.3 billion three year syndicated bank credit facility and a $4.3 billion five year syndicated bank credit facility, expiring in fiscal 2015, 2017, and 2019, respectively.

Other Unsecured Credit Agreements

Credit Ratings

The cost and availability of unsecured financing is influenced by credit ratings, which are intended to be an indicator of the creditworthiness of a particular company, security, or obligation. Lower ratings generally result in higher borrowing costs as well as reduced access to capital markets. Credit ratings are not recommendations to buy, sell, or hold securities, and are subject to revision or withdrawal at any time by the assigning credit rating organization. Each credit rating organization may have different criteria for evaluating risk, and therefore ratings should be evaluated independently for each organization. Our credit ratings depend in part on the existence of the credit support agreements of TFSC and TMC. See “Item 1A. Risk Factors - Our borrowing costs and access to the unsecured debt capital markets depend significantly on the credit ratings of TMCC and its parent companies and our credit support arrangements” in our fiscal 2014 Form 10-K.

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DERIVATIVE INSTRUMENTS

Risk Management Strategy

Accounting for Derivative Instruments

All derivative instruments are recorded on the balance sheet at fair value, taking into consideration the effects of legally enforceable master netting agreements that allow us to net settle positive and negative positions and offset cash collateral held with the same counterparty on a net basis. Changes in the fair value of derivatives are recorded in interest expense in the Consolidated Statement of Income.

We categorize derivatives as those designated for hedge accounting (“hedge accounting derivatives”) and those that are not designated for hedge accounting (“non-hedge accounting derivatives”). At the inception of a derivative contract, we may elect to designate a derivative as a hedge accounting derivative.

We may also, from time-to-time, issue debt which can be characterized as hybrid financial instruments. These obligations often contain an embedded derivative which may require bifurcation. Changes in the fair value of the bifurcated embedded derivative are reported in interest expense in the Consolidated Statement of Income. As of September 30, 2014 and March 31, 2014, we had no outstanding embedded derivatives that are required to be bifurcated. Refer to Note 1 – Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements in our fiscal 2014 Form 10-K, and Note 7 – Derivatives, Hedging Activities and Interest Expense in this Form 10-Q for additional information.

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Derivative Assets and Liabilities

The following table summarizes our derivative assets and liabilities, which are included in other assets and other liabilities in the Consolidated Balance Sheet:

(Dollars in millions)	September 30, 2014		March 31, 2014
Gross derivatives assets, net of credit valuation adjustment	$	756	$	1,235
Less: Counterparty netting and collateral		(707)		(1,186)
Derivative assets, net	$	49	$	49

Gross derivative liabilities, net of credit valuation adjustment	$	883	$	805
Less: Counterparty netting and collateral		(861)		(799)
Derivative liabilities, net	$	22	$	6

Collateral represents cash received or deposited under reciprocal arrangements that we have entered into with our derivative counterparties. As of September 30, 2014, we held collateral of $343 million which offset derivative assets, and we posted collateral of $497 million which offset derivative liabilities. We also held collateral of $16 million which we did not use to offset derivative assets, and we posted collateral of $7 million which we did not use to offset derivative liabilities. As of March 31, 2014, we held collateral of $718 million which offset derivative assets, and we posted collateral of $331 million which offset derivative liabilities. We held collateral of $5 million which we did not use to offset derivative assets, and we posted collateral of $3 million which we did not use to offset derivative liabilities. Refer to the “Interest Expense” section for discussion on changes in derivatives.

Derivative Counterparty Credit Risk

We manage derivative counterparty credit risk by maintaining policies for entering into derivative contracts, exercising our rights under our derivative contracts, requiring the posting of collateral and actively monitoring our exposure to counterparties.

All of our derivative counterparties to which we had credit exposure at September 30, 2014 were assigned investment grade ratings by a credit rating organization. Our counterparty credit risk could be adversely affected by deterioration of the global economy and financial distress in the banking industry.

Our International Swaps and Derivatives Association (“ISDA”) Master Agreements contain reciprocal collateral arrangements which help mitigate our exposure to the credit risk associated with our counterparties. As of September 30, 2014, we have daily valuation and collateral exchange arrangements with all of our counterparties. Our collateral agreements with substantially all our counterparties include a zero threshold, full collateralization requirement, which has significantly reduced counterparty credit risk exposure. Under our ISDA Master Agreements, cash is the only permissible form of collateral. Neither we nor our counterparties are required to hold collateral in a segregated account. Our collateral agreements include legal right of offset provisions, pursuant to which collateral amounts are netted against derivative assets or derivative liabilities, the net amount of which are included in other assets or other liabilities in our Consolidated Balance Sheet.

In addition, many of our ISDA Master Agreements contain reciprocal ratings triggers providing either party with an option to terminate the agreement and related transactions at market value in the event of a ratings downgrade below a specified threshold. Refer to “Part I. Item 1A. Risk Factors” in our fiscal 2014 Form 10-K for further discussion.

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A summary of our net counterparty credit exposure by credit rating (net of collateral held) is presented below:

(Dollars in millions)	September 30, 2014		March 31, 2014
Credit Rating
A	$	50	$	49
BBB		-		1
Total net counterparty credit exposure	$	50	$	50

We exclude from the table above credit valuation adjustments of $1 million at September 30, 2014 and March 31, 2014, related to non-performance risk of our counterparties. All derivative credit valuation adjustments are recorded in interest expense in our Consolidated Statement of Income. Refer to “Note 2 – Fair Value Measurements” of the Notes to the Consolidated Financial Statements for further discussion.

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NEW ACCOUNTING STANDARDS

Refer to Note 1 – Interim Financial Data of the Notes to Consolidated Financial Statements.

OFF-BALANCE SHEET ARRANGEMENTS

Guarantees

TMCC has guaranteed the payments of principal and interest on bonds relating to manufacturing facilities of certain affiliates. Refer to Note 12 - Commitments and Contingencies of the Notes to Consolidated Financial Statements for further discussion.

Lending Commitments

A description of our lending commitments is included under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Off-Balance Sheet Arrangements” and Note 15 - Related Party Transactions of the Notes to Consolidated Financial Statements in our fiscal 2014 Form 10-K, as well as above in Note 12 - Commitments and Contingencies of the Notes to Consolidated Financial Statements.

Indemnification

Refer to Note 12 - Commitments and Contingencies of the Notes to Consolidated Financial Statements for a description of agreements containing indemnification provisions.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have omitted this section pursuant to General Instruction H(2) of Form 10-Q.

ITEM 4. CONTROLS AND PROCEDURES

Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) evaluated the effectiveness of our “disclosure controls and procedures” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this report. Based on this evaluation, the CEO and CFO concluded that the disclosure controls and procedures were effective as of September 30, 2014, to ensure that information required to be disclosed in reports filed under the Exchange Act was recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules, regulations, and forms and that such information is accumulated and communicated to our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.

There have been no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Litigation

ITEM 1A. RISK FACTORS

There are no material changes from the risk factors set forth under “Item 1A. Risk Factors” in our fiscal 2014 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We have omitted this section pursuant to General Instruction H(2) of Form 10-Q.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

We have omitted this section pursuant to General Instruction H(2) of Form 10-Q.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5. OTHER INFORMATION

Disclosure of Iranian Activities under Section 13(r) of the Securities Exchange Act of 1934

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction. Disclosure is required even where the activities, transactions or dealings are conducted outside the U.S. by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law.

As of the date of this report, we are not aware of any activity, transaction or dealing by us or any of our affiliates during the quarter ended September 30, 2014 that requires disclosure in this report under Section 13(r) of the Exchange Act, except as set forth below. For affiliates that we do not control and that are our affiliates solely due to their common control by our parent Toyota Motor Corporation (“TMC”), a Japanese corporation, we have relied upon TMC for information regarding their activities, transactions and dealings.

TMC has informed us that during the quarter ended September 30, 2014, Tokyo Toyota Motor Co., Ltd. (“Tokyo Toyota Motor”) a wholly owned indirect subsidiary of TMC, performed maintenance services for Toyota vehicles owned by the Iranian embassy in Japan.

These activities contributed an insignificant amount in gross revenues and net profit to TMC. TMC believes that these transactions would not subject it or its affiliates to U.S. sanctions. As of the date of this report, TMC has informed us that Tokyo Toyota Motor may, if requested by the Iranian embassy in Japan, continue to perform maintenance services relating to vehicles owned by such embassy, in accordance with applicable laws and regulations, in order to honor TMC’s commitment to the safety and reliability of its vehicles.

ITEM 6. EXHIBITS

See Exhibit Index on page 75.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TOYOTA MOTOR CREDIT CORPORATION
	(Registrant)

Date: November 14, 2014	By /S/ MICHAEL GROFF

	Michael Groff
	President and
	Chief Executive Officer
	(Principal Executive Officer)

Date: November 14, 2014	By /S/ CHRIS BALLINGER

	Chris Ballinger
	Senior Vice President and
	Chief Financial Officer
	(Principal Financial Officer)

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EXHIBIT INDEX

Exhibit Number	Description	Method of Filing

3.1	Restated Articles of Incorporation filed with the California Secretary of State on April 1, 2010	(1)

3.2	Bylaws as amended through December 8, 2000	(2)

4.1(a)	Indenture dated as of August 1, 1991 between TMCC and The Chase Manhattan Bank, N.A	(3)

4.1(b)	First Supplemental Indenture dated as of October 1, 1991 among TMCC, Bankers Trust Company and The Chase Manhattan Bank, N.A	(4)

4.1(c)	Second Supplemental Indenture, dated as of March 31, 2004, among TMCC, JPMorgan Chase Bank (as successor to The Chase Manhattan Bank, N.A.) and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company)	(5)

4.1(d)	Third Supplemental Indenture, dated as of March 8, 2011 among TMCC, The Bank of New York Mellon Trust Company, N.A., as trustee, and Deutsche Bank Trust Company Americas, as trustee.	(6)

4.1(e)	Agreement of Resignation and Acceptance dated as of April 26, 2010 between Toyota Motor Credit Corporation, The Bank of New York Mellon and The Bank of New York Trust Company, N.A.	(1)

4.2(a)	Amended and Restated Agency Agreement, dated September 12, 2014, among Toyota Motor Credit Corporation, Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited and The Bank of New York Mellon.	(7)

(1)	Incorporated herein by reference to the same numbered Exhibit filed with our Annual Report on Form 10-K for the fiscal year ended March 31, 2010, Commission File Number 1-9961.

(2)	Incorporated herein by reference to the same numbered Exhibit filed with our Quarterly Report on Form 10-Q for the three months ended December 31, 2000, Commission File Number 1-9961.

(3)	Incorporated herein by reference to Exhibit 4.1(a), filed with our Registration Statement on Form S-3, File Number 33-52359.

(4)	Incorporated herein by reference to Exhibit 4.1 filed with our Current Report on Form 8-K dated October 16, 1991, Commission File Number 1-9961.

(5)	Incorporated herein by reference to Exhibit 4.1(c) filed with our Registration Statement on Form S-3, Commission File No. 333-113680.

(6)	Incorporated herein by reference to Exhibit 4.2 filed with our Current Report on Form 8-K dated March 9, 2011, Commission File Number 1-9961.

(7)	Incorporated herein by reference to Exhibit 4.1 filed with our Current Report on Form 8-K dated September 12, 2014, Commission File Number 1-9961.

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EXHIBIT INDEX

Exhibit Number	Description	Method of Filing

4.2(b)	Amended and Restated Note Agency Agreement, dated September 12, 2014, among Toyota Motor Credit Corporation, The Bank of New York Mellon (Luxembourg) S.A. and The Bank of New York Mellon, acting through its London branch.	(8)

4.3(a)	Sixth Amended and Restated Agency Agreement dated September 28, 2006, among TMCC, JP Morgan Chase Bank, N.A. and J.P. Morgan Bank Luxembourg S.A.	(9)

4.3(b)	Amendment No.1, dated as of March 4, 2011, to the Sixth Amended and Restated Agency Agreement among TMCC, The Bank of New York Mellon, acting through its London branch, as agent, and The Bank of New York Luxembourg S.A., as paying agent.	(10)

4.4	TMCC has outstanding certain long-term debt as set forth in Note 9 - Debt 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 and the Securities Exchange Act of 1934, 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 percent 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	364 Day Credit Agreement, dated as of November 22, 2013, among Toyota Motor Credit Corporation, (“TMCC”), Toyota Credit de Puerto Rico Corp. (“TCPR”), Toyota Motor Finance (Netherlands) B.V. (“TMFNL”), Toyota Financial Services (UK) PLC (“TFS(UK)”), Toyota Leasing GMBH (“TLG”), Toyota Credit Canada Inc. (“TCCI”) and Toyota Kreditbank GMBH (“TKG”), as Borrowers, each lender party thereto, and BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP Paribas Securities Corp. (“BNPP Securities”), Citigroup Global Markets Inc. (“CGMI”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”) and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) as Joint Lead Arrangers and Joint Book Managers, Citibank, N.A. (“Citibank”) and Bank of America, N.A. (“Bank of America”), as Swing Line Lenders, and Citibank, Bank of America, and BTMU as Syndication Agents.	(11)

(8)	Incorporated herein by reference to Exhibit 4.2 filed with our Current Report on Form 8-K dated September 12, 2014, Commission File No. 1-9961.

(9)	Incorporated herein by reference to Exhibit 4.1 filed with our Current Report on Form 8-K dated September 28, 2006, Commission File No. 1-9961.

(10)	Incorporated herein by reference to Exhibit 4.1 filed with our Current Report on Form 8-K dated March 4, 2011, Commission File No. 1-9961.

(11)	Incorporated herein by reference to Exhibit 10.1 filed with our Current Report on Form 8-K dated November 25, 2013, Commission File No. 1-9961.

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EXHIBIT INDEX

Exhibit Number	Description	Method of Filing

10.2	Three Year Credit Agreement, dated as of November 22, 2013, among TMCC, TCPR, TMFNL, TFS(UK), TLG, TCCI and TKG as Borrowers, each lender party thereto, and BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNPP Securities, CGMI, MLPFS, and BTMU, as Joint Lead Arrangers and Joint Book Managers, Citibank and Bank of America, as Swing Line Lenders, and Citibank, Bank of America, and BTMU as Syndication Agents.	(12)

10.3	Five Year Credit Agreement, dated as of November 22, 2013, among TMCC, TCPR, TMFNL, TFS(UK), TLG, TCCI and TKG, as Borrowers, each lender party thereto, and BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNPP Securities, CGMI, MLPFS, and BTMU, as Joint Lead Arrangers and Joint Book Managers, Citibank and Bank of America, as Swing Line Lenders, and Citibank, Bank of America, and BTMU, as Syndication Agents.	(13)

12.1	Calculation of ratio of earnings to fixed charges	Filed Herewith

31.1	Certification of Chief Executive Officer	Filed Herewith

31.2	Certification of Chief Financial Officer	Filed Herewith

32.1	Certification pursuant to 18 U.S.C. Section 1350	Furnished Herewith

32.2	Certification pursuant to 18 U.S.C. Section 1350	Furnished Herewith

101.INS	XBRL instance document	Filed Herewith

101.CAL	XBRL taxonomy extension calculation linkbase document	Filed Herewith
(12) Incorporated herein by reference to Exhibit 10.2 filed with our Current Report on Form 8-K dated November 25, 2013, Commission File No. 1-9961. (13) Incorporated herein by reference to Exhibit 10.3 filed with our Current Report on Form 8-K dated November 25, 2013, Commission File No. 1-9961.

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EXHIBIT INDEX

Exhibit Number	Description	Method of Filing

101.DEF	XBRL taxonomy extension definition linkbase document	Filed Herewith

101.LAB	XBRL taxonomy extension labels linkbase document	Filed Herewith

101.PRE	XBRL taxonomy extension presentation linkbase document	Filed Herewith

101.SCH	XBRL taxonomy extension schema document	Filed Herewith

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TOYOTA MOTOR CREDIT CORP Reports

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