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EX-31.2 - EXHIBIT 31.2 - TOYOTA MOTOR CREDIT CORPdp81769_ex3102.htm
EX-31.1 - EXHIBIT 31.1 - TOYOTA MOTOR CREDIT CORPdp81769_ex3101.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM

10-Q/A

 (Amendment No. 1) 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2017

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

 

Commission File Number 1-9961

 

 

TOYOTA MOTOR CREDIT CORPORATION

(Exact name of registrant as specified in its charter)

 

 

California   95-3775816

(State or other jurisdiction of

incorporation or organization) 

 

(I.R.S. Employer

Identification No.)

     

6565 Headquarters Drive

Plano, TX  

  75024
(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number, including area code: (469) 486-9300 

 

 

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      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      No  

 

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

 

Large accelerated filer   Accelerated filer
         
Non-accelerated filer   Smaller reporting company
         
Emerging growth company      

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.         

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

 

As of July 31, 2017, 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 International 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.

 

 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 (the “Form 10-Q/A”) to Toyota Motor Credit Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 filed with the Securities and Exchange Commission on August 7, 2017 (the “Original Filing”) is to disclose pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 information that our parent, Toyota Motor Corporation (TMC), a Japanese corporation, became aware of after the Original Filing. Other than this additional compliance disclosure in Part II. “Other Information,” Item 5. “Other Information” of the Form 10-Q, no other changes have been made to the Original Filing. This Form 10-Q/A speaks as of the original filing date of the Original Filing, does not reflect events that may have occurred subsequent to the original filing date, and, except as described above, does not modify or update in any way disclosures made in the Original Filing.

 

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-Q/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Form 10-Q/A and this Form 10-Q/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.

 

As used herein, the term “Toyota” refers to TMC and its consolidated subsidiaries as a group, unless the context otherwise indicates.

 

 

PART II. OTHER INFORMATION

 

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 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.

 

Because the Securities and Exchange Commission (“SEC”) defines the term “affiliate” broadly, our affiliates include any entity controlled by us as well as any person or entity that controls us or is under common control with us (“control” is also construed broadly by the SEC). For affiliates that we do not control and that are our affiliates solely due to their common control by TMC, we have relied upon TMC for information regarding their activities, transactions and dealings.

 

 

Quarterly Period Ending June 30, 2017

 

As of the date of the Original Filing, we are not aware of any activity, transaction or dealing by us or any of our affiliates during the quarter ended June 30, 2017 that requires disclosure in this report under Section 13(r) of the Exchange Act, except as set forth below. TMC has provided us with the following information for the quarterly period ended June 30, 2017:

 

·Toyota Kirloskar Motor Private Limited (“TKM”), a majority-owned subsidiary of TMC, sold one Toyota vehicle to the Iranian embassy in India for official use.

 

This activity contributed approximately ¥5 million in gross revenues and an insignificant amount in net profit to TMC.

 

Prior Periods

 

TMC has informed us that it has amended its disclosure, the text of which is reproduced below, to disclose information relating to certain activities of TKM (the “TKM Disclosure”) in its Amendments No. 1 to its Annual Reports on Form 20-F for the fiscal years ended March 31, 2017, March 31, 2015 and March 31, 2014, each as filed with the SEC on October 23, 2017. We have no involvement in, or control over, the activities of TKM and we have not independently verified or participated in the preparation of the TKM Disclosure. The TKM Disclosure does not relate to any activities conducted by us and does not involve us or our management.

 

Amendment No. 1 to TMC’s Annual Report on Form 20-F for the fiscal year ended March 31, 2017:

 

“During the fiscal year ended March 31, 2017:

 

·Toyota Kirloskar Motor Private Limited, a majority-owned subsidiary of Toyota, sold one Toyota vehicle to the Iranian embassy in India.

 

This activity contributed approximately ¥2 million in gross revenues and an insignificant amount in net profit to Toyota.”

 

Amendment No. 1 to TMC’s Annual Report on Form 20-F for the fiscal year ended March 31, 2015:

 

“During the fiscal year ended March 31, 2015:

 

·Toyota Tourist International, Inc., a majority-owned subsidiary of Toyota, obtained three visas from the Iranian embassy in Japan in connection with certain travel arrangements.

·Tokyo Toyota Motor Co., Ltd., a wholly-owned indirect subsidiary of Toyota, performed maintenance services for Toyota vehicles owned by the Iranian embassy in Japan.

·Toyota Kirloskar Motor Private Limited (“TKM”), a majority-owned subsidiary of Toyota, sold one Toyota vehicle to the Iranian embassy in India.

·TKM sold two Toyota vehicles to an Iranian consulate general in India.

 

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Altogether, the above activities contributed approximately ¥9 million in gross revenues and an insignificant amount in net profit to Toyota.”

 

Amendment No. 1 to TMC’s Annual Report on Form 20-F for the fiscal year ended March 31, 2014:

 

“During the fiscal year ended March 31, 2014:

 

·Toyota Tourist International, Inc., a majority-owned subsidiary of Toyota, obtained eight visas from the Iranian embassy in Japan in connection with certain travel arrangements.

·Tokyo Toyota Motor Co., Ltd., a wholly-owned indirect subsidiary of Toyota, performed maintenance services for Toyota vehicles owned by the Iranian embassy in Japan.

·Toyota Kirloskar Motor Private Limited (“TKM”), a majority-owned subsidiary of Toyota, sold two Toyota vehicles to the Iranian embassy in India.

·TKM sold one Toyota vehicle to an Iranian consulate general in India.

 

Altogether, the above activities contributed approximately ¥7 million in gross revenues and an insignificant amount in net profit to Toyota.”

 

TMC believes that none of the above transactions subject it or its affiliates to U.S. sanctions. TMC has informed us that, as of the date of this Amendment No. 1 to the Form 10-Q, TKM and Toyota Tourist International intend to cease conducting the activities described above. Tokyo Toyota Motor Co., Ltd. (“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 Toyota’s commitment to the safety and reliability of its vehicles. We have no involvement in, or control over, the activities of TKM, Toyota Tourist International or Tokyo Toyota Motor and we have not independently verified this information. This information does not relate to any activities conducted by us and does not involve us or our management.

 

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ITEM 6. EXHIBITS

 

Exhibit Number   Description  

Method of Filing 

         
31.1   Certification of Chief Executive Officer   Furnished Herewith
         
31.2   Certification of Chief Accounting Officer   Furnished Herewith

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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: October 23, 2017 By  /s/ Michael Groff  
    Michael Groff  
    President and Chief Executive Officer  
    (Principal Executive Officer and Principal Financial Officer)  
       
Date: October 23, 2017 By /s/ Ron Chu  
    Ron Chu  
    Group Vice President and Chief Accounting Officer  

 

 

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