<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended September 30, 1995
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
-------- --------
Commission file number 1-9961
----------
TOYOTA MOTOR CREDIT CORPORATION
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-3775816
- ---------------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
19001 S. Western Avenue
Torrance, California 90509
- ---------------------------------------- -----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 787-1310
-----------------------
Securities registered pursuant to section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -----------------------
7.55% Fixed Rate Medium-Term
Notes due January 30, 1997 New York Stock Exchange
- ---------------------------------------- -----------------------
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
As of November 30, 1995, the number of outstanding shares of capital
stock, par value $10,000 per share, of the registrant was 86,500, all of which
shares were held by Toyota Motor Sales, U.S.A., Inc.
-1-
<PAGE>
PART I
ITEM 1. BUSINESS.
General
Toyota Motor Credit Corporation ("TMCC") provides retail leasing, retail and
wholesale financing and certain other financial services to authorized Toyota
and Lexus vehicle and Toyota industrial equipment dealers and their customers
in the United States (excluding Hawaii). TMCC is a wholly owned subsidiary
of Toyota Motor Sales, U.S.A., Inc. ("TMS" or the "Parent"). TMS is primarily
engaged in the wholesale distribution of automobiles, light trucks, industrial
equipment and related replacement parts and accessories throughout the United
States (excluding Hawaii). Substantially all of TMS's products are either
manufactured by its subsidiaries or are purchased from Toyota Motor
Corporation ("TMC"), the parent of TMS, or its affiliates.
TMCC was incorporated in California on October 4, 1982, and commenced
operations in May 1983. TMCC currently has 34 branches in various locations
in the United States. TMCC's retail leasing and retail and wholesale
financing programs are currently available in 44 states for Toyota vehicles
and 49 states for Lexus vehicles. TMCC has five wholly owned subsidiaries,
four of which are engaged in the insurance business and one limited purpose
subsidiary formed primarily to acquire and securitize retail finance
receivables. See Item 14, Exhibit 21.1. TMCC and its subsidiaries are
collectively referred to as the "Company".
An operating agreement between TMCC and TMS (the "Operating Agreement"), dated
January 16, 1984, provides that TMCC will establish its own financing rates
and is under no obligation to TMS to finance wholesale obligations from any
dealers or retail obligations of any customers. In addition, pursuant to the
Operating Agreement, TMS will arrange for the repurchase of new Toyota and
Lexus vehicles financed at wholesale by TMCC at the aggregate cost financed
in the event of dealer default. The Operating Agreement also specifies that
TMS will retain 100% ownership of TMCC as long as TMCC has any funded debt
outstanding and that TMS will make necessary equity contributions or provide
other financial assistance TMS deems appropriate to ensure that TMCC maintains
a minimum coverage on fixed charges of 1.25 times such fixed charges in any
fiscal quarter. The Operating Agreement does not constitute a guarantee by
TMS of any obligations of TMCC. The fixed charge coverage provision of the
Operating Agreement is solely for the benefit of the holders of TMCC's
commercial paper, and the Operating Agreement may be amended or terminated at
any time without notice to, or the consent of, holders of other TMCC
obligations.
Vehicle Leasing and Retail Financing
Leasing consists primarily of purchasing new vehicles leased to retail
customers by Toyota and Lexus dealers and certain used vehicles. TMCC holds
title to vehicles it leases and generally is permitted to take possession of
a vehicle upon default by the lessee. TMCC does not normally finance more
than 105% of the vehicle's Manufacturer's Suggested Retail Price and
accessories plus taxes, license fees and other fees. The present program is
a closed-end program, with lease terms typically ranging from 24 to 60 months.
Under the program, the lessee is granted an option to purchase the vehicle at
lease termination, and the dealer is granted the same option if the lessee
elects to return the vehicle. The purchase price is established at the
-2-
<PAGE>
beginning of the lease and is based upon the estimated residual value of the
vehicle. Residual value risk on leased vehicles, which is directly assumed
by TMCC, is a function of the number of off-lease vehicles returned to TMCC
for disposition, and the difference between the amount of disposition proceeds
and the estimated residual value on returned vehicles. Off-lease vehicles
returned to TMCC are transported to various auction sites throughout the
United States and sold. TMCC requires lessees to carry fire, theft and
collision insurance on leased vehicles covering the interests of both TMCC and
the lessee. In addition, TMCC requires lessees to carry specified levels of
liability insurance. New vehicle leases constituted approximately 99% of all
vehicle lease earning assets at September 30, 1995. Vehicle lease earning
assets represented approximately 57% of total assets at September 30, 1995.
Retail financing consists of purchasing installment contracts covering the
sales of new Toyota and Lexus vehicles and certain used vehicles. TMCC
acquires a security interest in the vehicles it finances and recovery of
vehicles typically is permitted upon default, subject to various requirements
of law. TMCC does not normally finance more than the dealer cost of a vehicle
and accessories plus taxes, license fees and other fees, and premiums
refundable to TMCC in the event of contract termination. Typically, contract
terms range from 36 to 60 months for new vehicles and from 24 to 60 months for
used vehicles depending on the age of the vehicle. TMCC has both recourse and
non-recourse retail financing programs available to dealers. Dealers
participating in the non-recourse program are charged a higher discount rate
but do not have any financial responsibility for repossessions. As a result
of competitive market factors, substantially all of TMCC's retail financings
have been non-recourse. TMCC requires retail financing customers to carry
fire, theft and collision insurance on financed vehicles covering the
interests of both TMCC and the customer. In the event the customer fails to
maintain such insurance, TMCC has the right to obtain collateral protection
insurance. New vehicle retail finance receivables constituted approximately
79% of all vehicle retail finance receivables at September 30, 1995. Vehicle
retail finance receivables represented approximately 28% of total assets at
September 30, 1995.
Effective November 1, 1994, the Company discontinued the origination of retail
finance receivables for Toyota vehicles through an independent finance company
in five southeastern states. The existing portfolio that was originated on
TMCC's behalf by the independent finance company will continue to be serviced
by the independent finance company. The Company does not expect the
discontinuation of Toyota retail installment contract originations in the five
states to have a material adverse effect on the Company's financial condition
or results of operations.
-3-
<PAGE>
A summary of vehicle leasing and retail financing activity follows:
<TABLE>
<CAPTION>
Years Ended September 30,
------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Contract volume:
New vehicles......... 303,000 350,000 256,000 237,000 192,000
Used vehicles........ 46,000 64,000 56,000 56,000 52,000
-------- -------- -------- -------- --------
Total............. 349,000 414,000 312,000 293,000 244,000
======== ======== ======== ======== ========
Average amount financed:
New vehicles......... $21,000 $19,900 $17,900 $16,700 $14,600
Used vehicles........ $14,000 $12,600 $10,400 $9,400 $8,500
Outstanding portfolio at
period end ($Millions):
New vehicles...... $12,852 $11,603 $8,167 $6,910 $5,285
Used vehicles..... $942 $1,128 $877 $837 $695
Number of accounts 946,000 929,000 750,000 735,000 638,000
</TABLE>
The outstanding balance of the sold retail finance receivables which TMCC
continues to service (not included in the above table) totaled $762 million
and $251 million, representing approximately 101,000 and 41,000 accounts, at
September 30, 1995 and 1994, respectively.
Vehicle Wholesale Financing
TMCC provides wholesale financing through a floating interest rate program
that assists Toyota and Lexus dealers, with approved lines of credit, in
carrying inventories of new Toyota and Lexus vehicles. Typically, financing
is provided for up to 100% of the dealer invoice value of new vehicles.
Dealers are required to make principal reductions with respect to specific
vehicles financed based on time in inventory or use as a customer
demonstrator. Used vehicle inventory financing is also offered, but financing
is subject to certain limitations. TMCC acquires security interests in the
vehicles it finances at wholesale, and substantially all such financings are
backed by corporate or individual guarantees from or on behalf of
participating dealers. In the event of a dealer default, TMCC has the right
to liquidate any assets acquired and seek legal remedies pursuant to the
guarantees. TMCC has no right, however, to recover a vehicle sold by a dealer
to a bona fide retail buyer and is limited to the remedies under its wholesale
financing agreement with the dealer. Pursuant to the Operating Agreement, TMS
will arrange for the repurchase of new Toyota and Lexus vehicles financed at
wholesale by TMCC at the aggregate cost financed in the event of a dealer
default. At September 30, 1995, finance receivables related to new vehicle
inventory financing represented approximately 92% of TMCC's total vehicle
wholesale finance receivables. Vehicle wholesale finance receivables
represented approximately 5% of total assets at September 30, 1995.
-4-
<PAGE>
A summary of vehicle wholesale financing activity follows:
<TABLE>
<CAPTION>
Years Ended September 30,
------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Dealer loans ($Millions)....... $7,626 $7,055 $6,378 $4,903 $3,409
Dealer repayments ($Millions).. $7,444 $7,032 $6,152 $4,745 $3,264
Average amount financed
per vehicle................. $18,999 $17,530 $16,500 $15,400 $14,200
Outstanding portfolio at
period end ($Millions)...... $886 $727 $703 $486 $339
</TABLE>
Credit Losses
Credit losses are an expected cost in the business of extending credit and are
considered in TMCC's rate-setting process. TMCC's objective is to minimize
credit losses while providing financing support for the sale of Toyota and
Lexus products. TMCC's credit losses to date have been primarily from lease
and retail installment contracts.
Allowances for credit losses are established based primarily on historical
loss experience. Other factors affecting collectibility are also evaluated
in determining the amount to be provided. Upon repossession of the collateral
for a delinquent account, losses are charged to the allowance for credit
losses and the estimated realizable value of the asset is reclassified to
Other Assets. When it has been determined that the collateral cannot be
recovered, losses are charged to the allowance for credit losses. Recoveries
are credited to the allowance for credit losses.
-5-
<PAGE>
An analysis of the allowance for credit losses follows:
<TABLE>
<CAPTION>
Years ended September 30,
------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
Allowance for credit losses
at beginning of period......... $164 $121 $107 $ 89 $70
Provision for credit losses....... 58 78 54 68 68
Charge-offs, net of recoveries.... (51) (35) (40) (50) (49)
---- ---- ---- ---- ---
Allowance for credit losses
at end of period............... $171 $164 $121 $107 $89
==== ==== ==== ==== ===
Allowance as a percent of net
investments in operating
leases and net receivables
outstanding.................... 1.10% 1.16% 1.17% 1.22% 1.31%
Losses as a percent of average
net investments in operating
leases and average gross
receivables outstanding........ .33% .28% .37% .56% .69%
Aggregate balances at end of
period for lease rentals
and installments 60
or more days past due.......... $20 $15 $16 $23 $24
Aggregate balances at end of
period for lease rentals
and installments 60 or more
days past due as a percent
of net investments in operating
leases and gross receivables
outstanding.................... .12% .10% .14% .23% .31%
</TABLE>
Other Activities
The Company considers its primary business to be retail leasing and retail and
wholesale financing of vehicles. During fiscal 1995, 1994 and 1993, the
Company derived approximately 8%, 9% and 10%, respectively, of its total
revenues from operations other than its primary business. Operations other
than the Company's primary business include business related to the Company's
insurance subsidiaries and non-vehicle financing programs. The insurance
subsidiaries provide certain insurance services along with certain insurance
and contractual coverages related to the sale of vehicles. In addition, the
insurance subsidiaries insure and reinsure certain TMS and TMCC risks. See
Item 13. In June 1993, a limited purpose subsidiary, Toyota Motor Credit
Receivables Corporation ("TMCRC"), was formed primarily to acquire retail
finance receivables from TMCC for the purpose of securitizing such
-6-
<PAGE>
receivables. In the fourth quarter of fiscal 1995, the Company sold
approximately $679 million of retail finance receivables, subject to limited
recourse provisions. See Note 6 to the Consolidated Financial Statements in
Item 8. TMCC provides financing of new vehicles for daily rental fleets
belonging to Toyota and Lexus dealers, independent fleet operators and retail
leasing companies owned by Toyota and Lexus dealers. Real estate and working
capital loans are also provided by TMCC to Toyota and Lexus vehicle dealers.
TMCC also provides wholesale financing as well as retail installment financing
and leasing to authorized Toyota industrial equipment dealers and their
customers in the United States (excluding Hawaii).
Competition and Government Regulations
The automobile finance industry in the United States is very competitive.
Commercial banks, savings and loan associations, credit unions, finance
companies and other captive automobile finance companies provide leasing and
retail financing for new and used vehicles. Commercial banks and other
captive automobile finance companies also provide wholesale financing for
Toyota and Lexus dealers. TMCC's strategy is to supplement, with competitive
financing programs, the overall commitment of TMS to offer a complete package
of services to authorized Toyota and Lexus dealers and their customers.
The finance and insurance operations of the Company are regulated under both
federal and state law. The degree and nature of regulation varies from state
to state. A majority of the states have enacted legislation establishing
licensing requirements to conduct retail and other finance and insurance
activities. Most states also impose limits on the maximum rate of finance
charges. In certain states, the margin between the present statutory maximum
interest rates and borrowing costs is sufficiently narrow that, in periods of
rapidly increasing or high interest rates, there could be an adverse effect
on TMCC's operations in these states if TMCC is unable to pass on the
increased interest costs to its customers.
The Company's operations are also subject to regulation under federal and
state consumer protection statutes. The Company continually reviews its
operations to comply with applicable law. Future administrative rulings,
judicial decisions and legislation in this area may require modification of
the Company's business practices and documentation.
Employee Relations
At November 30, 1995, the Company had approximately 1,969 full-time employees.
The Company considers its employee relations to be satisfactory.
-7-
<PAGE>
Toyota Motor Sales, U.S.A., Inc.
TMS, a wholly owned subsidiary of TMC, was established in 1957 and is
primarily engaged in the wholesale distribution of automobiles, light trucks,
industrial equipment and related replacement parts and accessories throughout
the United States (excluding Hawaii). Additionally, TMS exports automobiles
and related replacement parts and accessories to Europe, Asia and United
States territories. TMS also manufactures certain automobiles through Toyota
Motor Manufacturing, U.S.A., Inc., a subsidiary owned 80% by TMS and 20% by
TMC, and began truck manufacturing operations in the United States in 1991
through TABC, Inc., a wholly owned subsidiary. TMS's corporate headquarters
are in Torrance, California, and TMS has port facilities, regional sales
offices and parts distribution centers at other locations in the United
States.
Toyota vehicles are distributed throughout the United States in twelve
regions, ten of which are operated by or through TMS. Previously, these ten
regions were operated by or through Toyota Motor Distributors, Inc. ("TMD"),
a wholly owned subsidiary of TMS. Effective October 1, 1995, TMD was merged
into TMS. The remaining two regions are serviced by private distributors who
purchase directly from TMS and distribute to Toyota dealers within their
respective regions. For the year ended September 30, 1995, these two
distributors, Gulf States Toyota, Inc. of Houston, Texas and Southeast Toyota
Distributors, Inc. of Deerfield Beach, Florida, accounted for approximately
31% of the Toyota vehicles sold in the United States (excluding Hawaii).
Lexus vehicles are directly distributed by TMS to Lexus dealers throughout the
United States (excluding Hawaii).
For the year ended September 30, 1995, TMS sold approximately 1,078,000
automobiles and light trucks in the United States (excluding Hawaii), of which
approximately 526,000 were manufactured in the United States, and exported
approximately 65,000 automobiles. TMS sales represented approximately 27% of
TMC's worldwide sales volume for the year ended March 31, 1995. For the years
ended September 30, 1995 and 1994, Toyota and Lexus vehicles accounted for
approximately 7.2% and 7.1%, respectively, of all retail automobile and light
truck sales in the United States.
Total revenues for TMS (together with its consolidated subsidiaries) for the
fiscal years ended September 30, 1995, 1994 and 1993, aggregated approximately
$26.2 billion, $23.3 billion and $20.9 billion, respectively, of which
approximately $23.7 billion, $21.5 billion and $19.5 billion, respectively,
were attributable to revenues other than those associated with financial
services. At September 30, 1995, 1994 and 1993, TMS had total assets of
approximately $21.1 billion, $19.5 billion and $15.8 billion, respectively,
and net worth in excess of $4.6 billion, $4.3 billion and $4.1 billion,
respectively. TMS had net income in excess of $250 million in each of its
last three fiscal years.
-8-
<PAGE>
ITEM 2. PROPERTIES.
The headquarters of the Company is in Torrance, California and its 34 branch
offices are located in various cities throughout the United States. At
September 30, 1995, all of the Company's offices were in leased facilities and
were occupied. The Company has periodically expanded or relocated existing
offices to meet current or anticipated needs. From time to time, the Company
has also opened additional branch offices to better serve its customers. The
Company anticipates being able to continue to obtain adequate space to conduct
its business.
ITEM 3. LEGAL PROCEEDINGS.
Various legal actions, governmental proceedings and other claims are pending
or may be instituted or asserted in the future against TMCC and its
subsidiaries with respect to matters arising from the ordinary course of
business. Certain of these actions are or purport to be class action suits.
Certain of these actions are similar to suits which have been filed against
other financial institutions and captive finance companies. At this time, the
Company believes any resulting liability from the above legal actions,
proceedings and other claims will not materially affect its consolidated
financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
All of TMCC's capital stock is owned by TMS and there is no trading market for
such stock. No dividends have been declared or paid to date.
-9-
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial data for the five years ended September 30,
1995 has been derived from financial statements audited by Price Waterhouse
LLP, independent accountants. The following information should be read in
conjunction with the audited financial statements and notes thereto included
in Item 8 and with Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations.
<TABLE>
<CAPTION>
Years Ended September 30,
--------------------------------------
1995 1994 1993 1992 1991
------ ------ ------ ------ ------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Financing Revenues:
Leasing........................... $1,904 $1,230 $ 747 $447 $216
Retail financing.................. 431 413 468 485 446
Wholesale and other
dealer financing............... 121 86 80 65 64
------ ------ ------ ---- ----
Total financing revenues.......... 2,456 1,729 1,295 997 726
Interest expense<F1>.............. 716 486 454 450 390
Depreciation on operating leases.. 1,232 735 381 178 42
------ ------ ------ ---- ----
Net financing revenues............ 508 508 460 369 294
Other revenues.................... 108 95 77 53 39
------ ------ ------ ---- ----
Net Financing Revenues
and Other Revenues............. 616 603 537 422 333
------ ------ ------ ---- ----
Expenses:
Operating and administrative...... 258 232 228 179 130
Provision for credit losses....... 58 78 54 68 68
------ ------ ------ ---- ----
Total Expenses.................... 316 310 282 247 198
------ ------ ------ ---- ----
Income before income taxes........ 300 293 255 175 135
Provision for income taxes........ 117 118 97 68 52
------ ------ ------ ---- ----
Net Income........................ $ 183 $ 175 $ 158 $107 $ 83
====== ====== ====== ==== ====
</TABLE>
- -----------------
(Table Continued)
-10-
<PAGE>
<TABLE>
<CAPTION>
September 30,
------------------------------------------------
1995 1994 1993 1992 1991
------- ------- ------ ------ ------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Investments in operating
leases, net............ $8,148 $6,215 $3,050 $1,699 $604
Finance receivables, net.. $7,141 $7,776 $7,206 $6,983 $6,070
Total assets.............. $16,138 $14,733 $11,159 $9,444 $7,138
Notes and loans payable... $12,696 $11,833 $8,833 $7,705 $5,816
Capital stock<F2>......... $865 $865 $680 $630 $550
Retained earnings<F3>..... $844 $662 $487 $329 $222
RATIO OF EARNINGS TO
FIXED CHARGES<F1><F4>.. 1.42 1.60 1.56 1.39 1.34
<FN>
- ----------------
<F1> To maintain the fixed charge coverage at the level specified in the
Operating Agreement, TMS on occasion, has made noninterest-bearing
advances and income maintenance payments to TMCC. No such
noninterest-bearing advances and income maintenance payments were made
in fiscal 1995, 1994, 1993, 1992 and 1991.
<F2> $10,000 par value per share.
<F3> The Company has paid no dividends to date.
<F4> The ratio of earnings to fixed charges was computed by dividing (i) the
sum of income before income taxes and fixed charges by (ii) fixed
charges. Fixed charges consist primarily of interest expense net of
the effect of noninterest-bearing advances. The ratio of earnings to
fixed charges for TMS and subsidiaries was 1.74, 1.90, 2.07, 1.83 and
2.54 for the years ended September 30, 1995, 1994, 1993, 1992 and 1991,
respectively. In March 1987, TMCC guaranteed payments of principal and
interest on $58 million principal amount of bonds issued in connection
with the Kentucky manufacturing facility of an affiliate. As of
September 30, 1995, TMCC has not incurred any fixed charges in
connection with such guarantee and no amount is included in any ratio
of earnings to fixed charges. See Item 13.
</FN>
</TABLE>
-11-
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Introduction
The earnings of TMCC are primarily affected by interest margins and the
average outstanding balance of earning assets and borrowing levels. The
interest rates implicit in leases and charged on retail finance receivables
are fixed at the time acquired. Yields on the majority of wholesale
receivables and other loans to dealers vary with changes in short-term
interest rates. Funding requirements are primarily met through net cash
provided by operating activities, earning asset liquidations and the issuance
of debt obligations of varying terms at both fixed and floating interest
rates. TMCC utilizes interest rate swap agreements and cross currency
interest rate swap agreements as part of its financing activities and in
managing its cost of borrowings.
The Company's business is dependent upon the sale of Toyota and Lexus vehicles
in the United States. Lower levels of sales of such vehicles resulting from
governmental action, decline in demand, changes in pricing due to the
appreciation of the Japanese yen against the United State dollar, or other
events, could result in a reduction in the level of finance and insurance
operations of the Company. To date, the level of the Company's operations has
not been restricted by the level of sales of Toyota and Lexus vehicles.
Financial Condition and Results of Operations
TMCC's earning assets, consisting of investments in operating leases and
finance receivables, totaled $15.5 billion at September 30, 1995, compared to
$14.2 billion at September 30, 1994. The increase in earning assets was
primarily the result of growth in lease earning assets.
Lease earning assets, consisting of lease finance receivables, net of unearned
income, and investments in operating leases, net of accumulated depreciation,
totaled $9.5 billion and $7.7 billion at September 30, 1995 and 1994,
respectively. Lease earning assets increased from September 30, 1994
primarily due to operating lease additions exceeding operating lease
dispositions as a result of the effect of special lease programs sponsored by
TMS and the increased acceptance of leasing by retail consumers. The Company
anticipates further growth in lease earning assets as special lease programs
and the increased acceptance of leasing by retail consumers continue.
Retail finance receivables, net of unearned income, were $4.7 billion and
$5.4 billion at September 30, 1995 and 1994, respectively. Retail finance
receivables decreased from September 30, 1994 primarily due to the sale of
approximately $679 million of retail finance receivables in the fourth quarter
of fiscal 1995.
Wholesale receivables and other dealer loans were $1.2 billion at
September 30, 1995 and $1.1 billion at September 30, 1994. The increase in
these receivables resulted primarily from the higher average receivables
balance outstanding per dealer.
-12-
<PAGE>
Contract volume related to TMCC's vehicle leasing and retail financing
programs is summarized below:
<TABLE>
<CAPTION>
Years Ended September 30,
-----------------------------
1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
Contract volume:
Vehicle lease contracts............... 179,000 204,000 112,000
Vehicle retail installment contracts.. 170,000 210,000 200,000
------- ------- -------
Total.............................. 349,000 414,000 312,000
======= ======= =======
</TABLE>
Total contract volume decreased in fiscal 1995 due to declines in vehicle
lease and retail installment contract volume. The vehicle lease contract
volume decrease was due to a decline in the level of Toyota special lease
programs sponsored by TMS which was partially offset by increases in the level
of vehicle lease contract volume under programs not sponsored by TMS. The
decrease in vehicle retail installment contract volume was primarily due to
increased competition in new and used vehicle financing, and to a lesser
extent, discontinuing the origination of Toyota retail installment contracts
through an independent finance company. Although further declines in new and
used vehicle financing are possible, the Company has taken various steps to
enhance both programs' competitive positions. Total contract volume increased
in fiscal 1994 due primarily to the increased leasing of both Toyota and Lexus
vehicles. The increased leasing was primarily attributable to the growth in
special lease programs sponsored by TMS and the increased acceptance of
leasing in the vehicle retail sales market.
Under special programs sponsored by TMS, TMCC offers reduced monthly payments
on certain Toyota and Lexus new vehicles and Toyota industrial equipment to
qualified lease and retail customers and receives an amount from TMS, and in
some cases, dealers, for each lease and retail installment contract. Amounts
received approximate the balances required by TMCC to maintain revenues at
standard program levels and are earned over the expected lease and retail
installment contract terms. The level of sponsored program activity varies
based on TMS marketing strategies. Revenues earned depend not only on the
level of TMS programs offered, but on the mix of Toyota and Lexus vehicles,
the timing of TMS programs, and the amount of reduced monthly payments
determined by TMS. TMCC's revenues earned in fiscal 1995, 1994 and 1993
related to all TMS programs were $134 million, $54 million and $25 million,
respectively.
-13-
<PAGE>
TMCC leased or financed ("finance penetration") the following percentages of
new Toyota and Lexus vehicle deliveries (excluding fleet) in the United States
(excluding Hawaii):
<TABLE>
<CAPTION>
Years Ended September 30,
-----------------------------
1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
Finance penetration...................... 31.8% 36.7% 27.1%
</TABLE>
Total finance penetration decreased in fiscal 1995 primarily due to a decline
in the level of special lease programs and increased in fiscal 1994 primarily
due to an increase in the level of special lease programs.
Total financing revenues increased 42% in fiscal 1995 and 34% in fiscal 1994.
The increases resulted primarily from earning asset growth.
During fiscal 1995 and 1994, TMCC's primary source of revenue and earning
asset growth was leasing. Leasing revenues increased 55% and 65% in fiscal
1995 and 1994, respectively, primarily due to growth in average lease earning
assets. The Company anticipates further growth in leasing revenues as special
lease programs sponsored by TMS and the increased acceptance of leasing by
retail consumers are expected to continue to result in increases in lease
earning assets.
Retail financing revenues increased 4% in fiscal 1995 and decreased 12% in
fiscal 1994. The increase in revenues in fiscal 1995 resulted from the growth
in average retail finance receivables outstanding partially offset by a
decrease in portfolio yields. The decrease in revenues in fiscal 1994 was due
to a decrease in portfolio yields. The decrease in portfolio yields resulted
from lower yielding contracts replacing liquidating higher yielding contracts.
Lower yielding contracts are the result of the effect of competitive market
conditions.
Wholesale and other dealer financing revenues increased 41% in fiscal 1995 and
8% in fiscal 1994. The increased revenues in fiscal 1995 resulted primarily
from higher average wholesale receivable balances and increases in wholesale
financing rates. The increased revenues in fiscal 1994 resulted primarily
from higher average wholesale receivable balances.
Interest expense increased 47% in fiscal 1995, compared with a 7% increase in
fiscal 1994. The increase in fiscal 1995 resulted from higher average
borrowing levels required to fund the growth in earning assets and increases
in the average cost of borrowings. The increase in fiscal 1994 resulted from
higher average borrowing levels required to fund the growth in earning assets
which was substantially offset by decreases in the average cost of borrowings.
The decreases in the average cost of borrowings resulted primarily from lower
fixed rate borrowings replacing maturing higher fixed rate borrowings.
The weighted average cost of borrowings was 5.78%, 4.94% and 5.57% for the
years ended September 30, 1995, 1994 and 1993, respectively.
-14-
<PAGE>
Depreciation on operating leases increased 68% and 93% in fiscal 1995 and
1994, respectively, as a result of growth in investments in operating leases.
The Company anticipates higher depreciation on operating leases in fiscal 1996
due to anticipated growth in investments in operating leases.
Investments in operating leases are recorded at cost and depreciated,
primarily on a straight-line basis over the lease term to the estimated
residual value. Finance leases are recorded at cost and amortized using the
effective yield method to the estimated residual value. The estimated residual
value may be less than the purchase option price established at lease
inception. The estimated residual values are derived by vehicle model and
lease term from, among other things, market information on sales of used
vehicles, historical information, including lease vehicle return trends, and
economic factors. Residual values totaled approximately $6.6 billion and
$4.8 billion at September 30, 1995 and 1994, respectively. TMCC's residual
value risk is a function of the number of off-lease vehicles returned to TMCC
for disposition, and the difference between the amount of disposition proceeds
and the estimated residual value on returned vehicles. TMCC actively manages
the disposition of its lease vehicles by working with lessees, dealers and
auctions through end-of-lease-term remarketing programs. In addition, lease
vehicles scheduled to mature are inspected and lessees are charged for excess
wear and tear, excess mileage and any damages to the vehicle. During fiscal
1995, 1994 and 1993, approximately 11%, 12% and 15%, respectively, of lease
vehicles originally scheduled to mature in those years were returned to TMCC.
The difference between the total disposition proceeds from off-lease vehicles
returned to TMCC and their estimated residual values was not material to the
results of operations for each of the three years ended September 30, 1995.
As the lease portfolio matures, management anticipates that the level of
vehicle lease returns will increase; however, management believes that its
lease earning assets are recorded at net realizable value.
Net financing revenues remained relatively level in fiscal 1995 as the
increase in the level of earning assets was offset by declining interest
margins. Net financing revenues increased 10% in fiscal 1994 as the growth
in the level of earning assets was partially offset by declining interest
margins. Interest margin is the excess of the combined interest rate yield
implicit in leases and on finance receivables over the effective interest rate
cost of total borrowings. Lower interest margins in fiscal 1995 were the
result of lower portfolio yields on lease and retail installment contracts and
higher average borrowing costs as compared to fiscal 1994. Lower interest
margins in fiscal 1994 were the result of portfolio yields on lease and retail
installment contracts decreasing more rapidly than the decline in average
borrowing costs.
Other revenues increased 14% in fiscal 1995 and 23% in fiscal 1994. The
increase in other revenues in fiscal 1995 was primarily due to growth in the
Company's insurance operations. The increase in other revenues in fiscal 1994
resulted from the growth in the Company's insurance operations and from
servicing and other income related to the retail finance receivables sold in
fiscal 1993.
Operating and administrative expenses increased 11% and 2% in fiscal 1995 and
1994, respectively. These increases reflected costs for the growth in the
Company's insurance operations and costs for additional personnel and other
-15-
<PAGE>
resources required to service the Company's growing customer base. The
Company anticipates that operating and administrative expenses for fiscal 1996
will continue to increase as a result of the Company's growing customer base.
The provision for credit losses decreased 26% in fiscal 1995 and increased 44%
in fiscal 1994. The decrease in fiscal 1995 was due to the effect of the sale
of retail finance receivables, a decline in the level of earning asset growth
and a change in allowance levels. The provision for credit losses excludes
the limited recourse loss provision for the sold receivables which was netted
against the gain recognized on the sale of finance receivables. The allowance
levels declined as a result of changes in the mix of earning assets and the
Company's low credit loss experience. The provision for credit losses
increased 44% in fiscal 1994 as a result of the increased growth in the level
of earning assets partially offset by favorable credit loss experience. The
favorable trend in credit loss experience is attributable, in part, to
enhanced credit granting procedures, collection efforts and the mix in earning
assets. The Company continues to experience low credit loss levels and will
continue to place emphasis on controlling its credit loss exposure; however,
there are no assurances that the low credit loss levels will continue.
Operating profits (reflected as "Income before income taxes") increased 2% in
fiscal 1995 and 15% in fiscal 1994. The increase in operating profits and net
income in fiscal 1995 was primarily due to a decline in the provision for
credit losses offset by increases in operating expenses. The increase in
operating profits and net income in fiscal 1994 was primarily the result of
the growth in the level of earning assets, decreases in the average cost of
borrowings and favorable credit loss experience.
Financial support is provided by TMS, as necessary, to maintain TMCC's minimum
fixed charge coverage at the level specified in the Operating Agreement. As
a result of the favorable operating profits in both fiscal 1995 and 1994, TMCC
did not receive any financial support from TMS. See Item 13.
Liquidity and Capital Resources
The Company requires, in the normal course of business, substantial funding
to support the level of its earning assets. Significant reliance is placed
on the Company's ability to obtain debt funding in the capital markets in
addition to funding provided by earning asset liquidations and cash provided
by operating activities. Debt issuances have generally been in the form of
commercial paper, United States and Euro medium-term notes ("MTNs"), Eurobonds
and to a lesser extent, the sale of retail finance receivables in the asset
backed securities market. On occasion, this funding has been supplemented by
loans and equity contributions from TMS.
Commercial paper issuances and borrowings from TMS are specifically utilized
to meet short-term funding needs. Commercial paper outstanding under TMCC's
commercial paper program ranged from approximately $1.0 billion to
$2.6 billion during fiscal 1995, with an average outstanding balance of
$1.8 billion. For additional liquidity purposes, TMCC maintains syndicated
bank credit facilities with certain banks which aggregated $1.5 billion at
September 30, 1995. No loans were outstanding under any of these bank credit
facilities during fiscal 1995. TMCC also maintains, along with TMS,
uncommitted, unsecured lines of credit with banks totaling $300 million to
facilitate the issuance of letters of credit. At September 30, 1995,
approximately $86 million in letters of credit had been issued, primarily
related to the Company's insurance operations.
-16-
<PAGE>
On occasion, TMS makes interest-bearing loans to TMCC. The interest rate
charged by TMS to TMCC for these interest-bearing loans approximates the
Federal Reserve Board's one-month commercial paper composite rate for firms
whose bonds are rated AA. The average outstanding balance of loans from TMS
during fiscal 1995 was not material.
Long-term funding requirements are met through the issuance of a variety of
debt securities underwritten in both the United States and international
capital markets. United States and Euro MTNs with original maturities ranging
from one to ten years have provided TMCC with a significant source of funding.
During fiscal 1995, TMCC issued approximately $3.8 billion of MTNs of which
approximately $3.4 billion had original maturities of more than one year.
TMCC had approximately $8.7 billion of MTNs outstanding at September 30, 1995,
including the effect of foreign currency translation at September 30, 1995
spot exchange rates. Approximately $3.6 billion of the $8.7 Billion in MTNs
was denominated in foreign currencies. In addition to MTNs, TMCC had
approximately $2.5 billion of debt securities outstanding in the international
capital markets at September 30, 1995, including the effect of foreign
currency translations at September 30, 1995 spot exchange rates, issued
principally in the form of Eurobonds. Approximately $2.0 billion of the
$2.5 billion in debt securities was denominated in foreign currencies.
TMCC anticipates continued use of MTNs in both the United States and
international capital markets. At November 30, 1995, approximately
$1.6 billion was available for issuance under TMCC's United States public MTN
program. In July 1995, the Company expanded the maximum aggregate principal
amount authorized to be outstanding at any time under TMCC's Euro MTN program
from $6.5 billion to $9.5 billion. Approximately $3.2 billion was available
for issuance under the Euro MTN program as of November 30, 1995, of which the
Company has committed to issue approximately $200 million. The United States
and Euro MTN programs may be expanded from time to time to allow for the
continued use of these sources of funding. In addition, approximately
$700 million of securities registered with the Securities and Exchange
Commission, excluding MTNs, were available for issuance at November 30, 1995.
Cash flows provided by operating, investing and financing activities have been
used primarily to support earning asset growth. Cash provided by the
liquidation of earning assets, totaling $11.9 billion and $10.8 billion during
fiscal 1995 and 1994, respectively, was used to purchase additional
investments in operating leases and finance receivables, totaling
$15.1 billion and $15.3 billion during fiscal 1995 and 1994, respectively.
Additionally, in the fourth quarter of fiscal 1995, the Company generated
proceeds of $653 million from the sale of a pool of retail finance
receivables. Investing activities resulted in a net use of cash of
$2.7 billion and $4.5 billion in fiscal 1995 and 1994, respectively, as the
purchase of additional earning assets, primarily investments in operating
leases, exceeded cash provided by the liquidation of earning assets.
Investing activities were also supported by net cash provided by operating
activities totaling $1.8 billion and $1.3 billion during fiscal 1995 and 1994,
respectively, and net cash provided by financing activities totaling
$0.7 billion and $3.0 billion, during fiscal 1995 and 1994, respectively. The
Company believes that cash provided by operating, investing and financing
activities will be sufficient to meet the Company's liquidity and capital
resource needs in the future.
-17-
<PAGE>
TMCC utilizes derivative financial instruments to manage its currency
exchange rate risk arising as a result of borrowings denominated in foreign
currencies and its interest rate risk. The underlying notional amounts of the
derivative financial instruments are not exchanged and do not represent
exposure to credit loss. TMCC does not enter into these instruments for
trading purposes. TMCC manages counterparty risk through the use of credit
standard guidelines, counterparty diversification and financial condition
monitoring. At September 30, 1995, approximately 82% of TMCC's derivative
financial instruments, based on notional amounts, were with commercial banks
and investment banking firms assigned investment grade ratings of "AA" or
better by national rating agencies. TMCC does not anticipate non-performance
by any of its counterparties. The credit exposure of TMCC's derivative
financial instruments at September 30, 1995 was $509 million on an aggregate
notional amount of $17.4 billion.
TMCC utilizes cross currency interest rate swap agreements to manage exposure
to exchange rate fluctuations on principal and interest payments for
borrowings denominated in foreign currencies. Debt issued in foreign
currencies is hedged by concurrently executed cross currency interest rate
swap agreements. These cross currency interest rate swap agreements involve
agreements to exchange TMCC's foreign currency principal and interest
obligations for U.S. dollar obligations at agreed-upon currency exchange rates
and interest rates. In the event that a counterparty fails to perform, TMCC's
credit exposure is limited to the currency exchange and interest rate
differential between the non-performing swap and the corresponding debt
transaction.
TMCC utilizes interest rate swap agreements and option-based products in
managing its exposure to interest rate fluctuations. The mix of fixed and
floating interest rates on TMCC's debt outstanding is periodically adjusted
through the use of interest rate swap agreements and other option-based
products. Interest rate swap agreements are executed as an integral part of
specific debt transactions or on a portfolio basis. TMCC's interest rate swap
agreements involve agreements to pay at a certain fixed or floating rate and
to receive payments at a different rate, at specified intervals, calculated
on an agreed-upon notional amount. In the event that a counterparty fails to
perform, TMCC's credit exposure is limited to the interest rate differential.
Option-based products consist primarily of purchased interest rate cap
agreements and, to a lesser extent, corridor agreements. An interest rate
increase of 1% (100 basis points) would raise TMCC's weighted average interest
rate, including the effects of interest rate swap agreements and option-based
products, by .42%, from 5.96% to an estimated 6.38% at September 30, 1995.
Conversely, an interest rate decrease of 1% (100 basis points) would lower
TMCC's weighted average interest rate, including the effects of interest rate
swap agreements and option-based products, by .46%, from 5.96% to an estimated
5.50% at September 30, 1995.
-18-
<PAGE>
A reconciliation of the activity of TMCC's derivative financial instruments
for the years ended September 30, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>
September 30,
------------------------------------------------------------
Cross
Currency
Interest Interest Indexed
Rate Swap Rate Swap Option-based Note Swap
Agreements Agreements Products Agreements
------------ ------------ ------------ ------------
1995 1994 1995 1994 1995 1994 1995 1994
---- ---- ---- ---- ---- ---- ---- ----
(Dollars in Billions)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning Notional Amount....... $4.0 $2.8 $7.6 $6.0 $0.5 $0.4 $2.4 $1.4
Add:
New agreements............... 1.6 2.0 1.9 3.5 3.3 0.5 0.5 1.6
Less:
Terminated agreements........ - - - - - - - -
Expired agreements........... 0.8 0.8 2.4 1.9 - 0.4 1.2 0.6
---- ---- ---- ---- ---- ---- ---- ----
Ending Notional Amount.......... $4.8 $4.0 $7.1 $7.6 $3.8 $0.5 $1.7 $2.4
==== ==== ==== ==== ==== ==== ==== ====
</TABLE>
For additional information regarding TMCC's use of derivatives financial
instruments, see Item 8 -- Notes 2, 9, 10 and 11 to the Consolidated Financial
Statements.
On occasion, TMS has made equity contributions to maintain TMCC's equity
capitalization at certain levels. Such levels have been periodically
established by TMS as it deems appropriate. No such equity contributions were
made during fiscal 1995. During the year ended September 30, 1994, TMS made
equity contributions to TMCC by purchasing, at par value, all newly issued
shares of TMCC's capital stock in the amount of $185 million.
Recently Enacted Accounting Standards
In March 1995, the Financial Accounting Standards Board issued Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" ("Statement No. 121"). Statement No. 121
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles and goodwill related to those assets to be
held and used and long-lived assets and certain identifiable intangibles to be
disposed of. Statement No. 121 requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. In addition,
Statement No. 121 requires that certain long-lived assets and intangibles to
be disposed of be reported at the lower of carrying amount or fair value less
cost to sell. Statement No. 121 is effective for fiscal years beginning after
December 15, 1995. The Company has not determined the impact that the
adoption of this accounting standard will have on its financial position or
results of operations. The Company plans to adopt Statement No. 121 in the
first interim period of fiscal 1997.
-19-
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO FINANCIAL STATEMENTS
Page
-------
Report of Independent Accountants................................ 21
Consolidated Balance Sheet at September 30, 1995 and 1994........ 22
Consolidated Statement of Income for the
years ended September 30, 1995, 1994 and 1993................. 23
Consolidated Statement of Shareholder's Equity for
the years ended September 30, 1995, 1994 and 1993............. 24
Consolidated Statement of Cash Flows for the
years ended September 30, 1995, 1994 and 1993................. 25
Notes to Consolidated Financial Statements....................... 26 - 51
All schedules have been omitted because they are not required, not
applicable, or the information has been included elsewhere.
-20-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors and Shareholder of
Toyota Motor Credit Corporation
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of shareholder's equity and of cash flows
present fairly, in all material respects, the financial position of Toyota
Motor Credit Corporation (a wholly owned subsidiary of Toyota Motor Sales,
U.S.A., Inc.) and its subsidiaries at September 30, 1995 and 1994, and the
results of their operations and their cash flows for each of the three years
in the period ended September 30, 1995, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
Toyota Motor Credit Corporation's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted
our audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
/S/ PRICE WATERHOUSE LLP
Los Angeles, California
October 31, 1995
-21-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED BALANCE SHEET
(Dollars in Millions)
<TABLE>
<CAPTION>
September 30,
-----------------------
1995 1994
-------- --------
<S> <C> <C>
ASSETS
------
Cash and cash equivalents................. $ 108 $ 277
Investments in marketable securities...... 169 102
Investments in operating leases, net...... 8,148 6,215
Finance receivables, net.................. 7,141 7,776
Receivable from Parent.................... 50 37
Other receivables......................... 350 235
Deferred charges.......................... 85 36
Income taxes receivable................... 6 -
Other assets.............................. 81 55
------- -------
Total Assets..................... $16,138 $14,733
======= =======
LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
Notes and loans payable................... $12,696 $11,833
Accrued interest.......................... 190 156
Accounts payable and accrued expenses..... 857 727
Unearned insurance premiums............... 59 73
Income taxes payable...................... - 31
Deferred income taxes..................... 627 386
------- -------
Total liabilities................... 14,429 13,206
------- -------
Commitments and contingencies
Shareholder's Equity:
Capital stock, $l0,000 par value
(100,000 shares authorized; issued
and outstanding 86,500 in 1995 and
1994)............................... 865 865
Retained earnings...................... 844 662
------- -------
Total shareholder's equity.......... 1,709 1,527
------- -------
Total Liabilities and
Shareholder's Equity............. $16,138 $14,733
======= =======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-22-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Dollars in Millions)
<TABLE>
<CAPTION>
Years ended September 30,
----------------------------------
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Financing Revenues:
Leasing................................. $1,904 $1,230 $ 747
Retail financing........................ 431 413 468
Wholesale and other dealer financing.... 121 86 80
------ ------ ------
Total financing revenues................... 2,456 1,729 1,295
Interest expense........................ 716 486 454
Depreciation on operating leases........ 1,232 735 381
------ ------ ------
Net financing revenues..................... 508 508 460
Other revenues............................. 108 95 77
------ ------ ------
Net Financing Revenues and Other Revenues.. 616 603 537
------ ------ ------
Expenses:
Operating and administrative............ 258 232 228
Provision for credit losses............. 58 78 54
------ ------ ------
Total Expenses............................. 316 310 282
------ ------ ------
Income before income taxes................. 300 293 255
Provision for income taxes................. 117 118 97
------ ------ ------
Net Income................................. $ 183 $ 175 $ 158
====== ====== ======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-23-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
(Dollars in Millions)
<TABLE>
<CAPTION>
Capital Retained
Stock Earnings Total
------- -------- -------
<S> <C> <C> <C>
Balance at September 30, 1992.......... $630 $329 $ 959
Issuance of capital stock.............. 50 - 50
Net income in 1993..................... - 158 158
---- ---- ------
Balance at September 30, l993.......... 680 487 1,167
Issuance of capital stock.............. 185 - 185
Net income in 1994..................... - 175 175
---- ---- ------
Balance at September 30, 1994.......... 865 662 1,527
Net income in 1995..................... - 183 183
Net unrealized holding losses on
marketable securities............... - (1) (1)
---- ---- ------
Balance at September 30, 1995.......... $865 $844 $1,709
==== ==== ======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-24-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in Millions)
<TABLE>
<CAPTION>
Years ended September 30,
---------------------------------
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income.......................................... $ 183 $ 175 $ 158
------ ------ ------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization.................. 1,286 743 382
Provision for credit losses.................... 58 78 54
Gain from sale of finance receivables.......... (6) - (12)
Increase in accrued interest................... 34 8 24
Decrease in unearned insurance premiums........ (14) (13) (21)
Increase (decrease) in deferred
income taxes................................ 241 108 (1)
(Increase) decrease in other assets............ (45) (24) 47
Increase in other liabilities.................. 85 180 215
------ ------ ------
Total adjustments................................... 1,639 1,080 688
------ ------ ------
Net cash provided by operating activities.............. 1,822 1,255 846
------ ------ ------
Cash flows from investing activities:
Additions to investments in marketable
securities....................................... (90) (86) (174)
Disposition of investments in marketable
securities....................................... 24 120 139
Purchase of finance receivables..................... (11,005) (10,868) (9,936)
Liquidations of finance receivables................. 10,941 10,263 9,159
Proceeds from sale of finance receivables........... 653 - 466
Additions to investments in operating leases........ (4,123) (4,468) (1,974)
Disposition of investments in operating leases...... 927 525 225
------ ------ ------
Net cash used in investing activities.................. (2,673) (4,514) (2,095)
------ ------ ------
Cash flows from financing activities:
Proceeds from issuance of capital stock............. - 185 50
Proceeds from issuance of notes and loans payable... 5,733 5,150 2,848
Payments on notes and loans payable................. (4,989) (2,955) (1,246)
Net increase (decrease) in commercial paper,
with original maturities less than 90 days....... (62) 582 (40)
------ ------ ------
Net cash provided by financing activities.............. 682 2,962 1,612
------ ------ ------
Net increase (decrease) in cash and cash equivalents... (169) (297) 363
Cash and cash equivalents at the beginning
of the period....................................... 277 574 211
------ ------ ------
Cash and cash equivalents at the end of the
period.............................................. $ 108 $ 277 $ 574
====== ====== ======
Supplemental disclosures:
Interest paid....................................... $643 $475 $440
Income taxes paid................................... $2 $64 -
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-25-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Nature of Operations
- -----------------------------
Toyota Motor Credit Corporation ("TMCC") provides retail and wholesale
financing, retail leasing and certain other financial services to
authorized Toyota and Lexus vehicle and Toyota industrial equipment
dealers and their customers in the United States (excluding Hawaii).
TMCC is a wholly owned subsidiary of Toyota Motor Sales, U.S.A., Inc.
("TMS" or the "Parent"). TMS is primarily engaged in the wholesale
distribution of automobiles, trucks, industrial equipment and related
replacement parts and accessories throughout the United States
(excluding Hawaii). Substantially all of TMS's products are either
manufactured by its subsidiaries or are purchased from Toyota Motor
Corporation (the parent of TMS) or its affiliates.
TMCC has five wholly owned subsidiaries, Toyota Motor Insurance
Services, Inc. ("TMIS"), Toyota Motor Insurance Corporation of Vermont
("TMICV"), Toyota Motor Insurance Company ("TMIC"), Toyota Motor Life
Insurance Company ("TLIC") and Toyota Motor Credit Receivables
Corporation ("TMCRC"). TMCC and its wholly owned subsidiaries are
collectively referred to as the "Company". The insurance subsidiaries
provide certain insurance services along with certain insurance and
contractual coverages related to the sale of vehicles. In addition,
the insurance subsidiaries insure and reinsure certain TMS and TMCC
risks. TMCRC, a limited purpose subsidiary, was formed in June 1993
primarily to acquire retail finance receivables from TMCC for the
purpose of securitizing such receivables.
The Company's business is substantially dependent upon the sale of
Toyota and Lexus vehicles in the United States. Lower levels of sales
of such vehicles resulting from governmental action, decline in demand,
changes in pricing due to the appreciation of the Japanese yen against
the United States dollar, or other events, could result in a reduction
in the level of finance and insurance operations of the Company.
Note 2 - Summary of Significant Accounting Policies
- ---------------------------------------------------
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of TMCC and
its wholly owned subsidiaries. All significant intercompany
transactions and balances have been eliminated.
Revenue Recognition
-------------------
Revenue from retail financing contracts and finance leases is
recognized using the effective yield method. Revenue from operating
leases is recognized on a straight-line basis over the lease term.
-26-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Summary of Significant Accounting Policies (Continued)
- ---------------------------------------------------
Cash and Cash Equivalents
-------------------------
Cash equivalents, consisting primarily of money market instruments and
debt securities, represent highly liquid investments with original
maturities of three months or less.
Investments in Marketable Securities
------------------------------------
Investments in marketable securities consist of debt and equity
securities. Debt securities designated as held-to-maturity are carried
at amortized cost and are reduced to net realizable value for other
than temporary declines in market value. Debt and equity securities
designated as available-for-sale are carried at fair value with
unrealized gains or losses included in shareholder's equity, net of
applicable taxes. Realized investment gains and losses, which are
determined on the specific identification method, are reflected in
income.
Investments in Operating Leases
-------------------------------
Vehicle and equipment leases to third parties are originated by dealers
and acquired by TMCC, which assumes ownership of the property. TMCC is
also the lessor on certain property that it acquires directly.
Investments in operating leases are recorded at cost and depreciated,
primarily on a straight-line basis, over the lease term to the
estimated residual value.
Allowance for Credit Losses
---------------------------
Allowances for credit losses are established based primarily on
historical loss experience. Other factors affecting collectibility are
also evaluated in determining the amount to be provided. Upon
repossession of the collateral for a delinquent account, losses are
charged to the allowance for credit losses and the estimated realizable
value of the asset is reclassified to Other Assets. When it has been
determined that the collateral cannot be recovered, losses are charged
to the allowance for credit losses. Recoveries are credited to the
allowance for credit losses.
Deferred Charges
----------------
Deferred charges consist primarily of premiums paid for option-based
products, underwriters' commissions and other long-term debt issuance
expenses, which are amortized to Interest Expense over the life of the
related instruments on a straight-line basis.
-27-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Summary of Significant Accounting Policies (Continued)
- ---------------------------------------------------
Insurance Operations
--------------------
Revenues from insurance premiums and from providing coverage under
various contractual agreements are earned over the terms of the
respective policies and agreements in proportion to estimated claims
activity. Certain costs of acquiring new business, consisting of
commissions, premium taxes and other costs, are deferred and amortized
over the terms of the related policies on the same bases as revenues
are earned. The liability for reported losses and the estimate of
unreported losses is recorded in Accounts Payable and Accrued Expenses.
Commission income and fee income are recognized in relation to the
level of services performed.
Interest Rate Swap Agreements
-----------------------------
TMCC utilizes interest rate swap agreements in managing its exposure to
interest rate risk. Interest rate swap agreements are executed as an
integral part of specific debt transactions or on a portfolio basis.
The differential paid or received on interest rate swap agreements is
recorded as an adjustment to Interest Expense over the term of the
agreements. Master netting agreements, with all interest rate swap
agreement counterparties, also exist allowing the net difference
between counterparties to be exchanged in the event of default.
Cross Currency Interest Rate Swap Agreements
--------------------------------------------
TMCC's senior debt issued in foreign currencies is hedged by
concurrently executed cross currency interest rate swap agreements.
These cross currency interest rate swap agreements involve the exchange
of foreign currency principal and interest obligations for U.S. dollar
principal and interest obligations. TMCC's foreign currency debt is
translated into U.S. dollars in the financial statements at the various
foreign currency spot exchange rates in effect at the balance sheet
date. The receivables or payables, arising as a result of the
differences between the September 30, 1995 foreign currency spot
exchange rates and the contract rates applicable to the cross currency
interest rate swap agreements, are classified in Other Receivables or
Accounts Payable and Accrued Expenses, respectively.
-28-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Summary of Significant Accounting Policies (Continued)
- ---------------------------------------------------
Income Taxes
------------
Effective October 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement
No. 109"). The adoption of Statement No. 109 changed the method of
accounting for income taxes from a deferred method to a liability
method. This method differs from the previously used method in that
deferred tax assets and liabilities are adjusted to reflect changes in
tax rates and laws in the period such changes are enacted resulting in
adjustments to the current period's income statement. The cumulative
effect of the change in accounting principle was not material to the
Company. In addition, there was no material effect on fiscal 1994
income. The fiscal 1993 financial statements have not been restated.
The Company joins with TMS in filing consolidated federal income tax
returns and combined or consolidated income tax returns in certain
states. Federal and state income tax is provided on a separate return
basis. Prior to October 1, 1994, for states where a combined or
consolidated income tax return was filed, state income taxes were
allocated to the Company by TMS based upon the Company's apportionment
factors and income in those states. There was no material effect to
the financial position or results of operations as a result of the
change in the method of allocating state income taxes.
Reclassifications
-----------------
Certain 1994 accounts have been reclassified to conform with the 1995
presentation.
Note 3 - Investments in Marketable Securities
- ---------------------------------------------
Effective October 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" ("Statement No. 115"). Statement No. 115
addresses the accounting and reporting for investments in all debt
securities and for investments in equity securities that have readily
determinable fair values. The cumulative effect of the change in
accounting principle was not material to the Company's financial
position or results of operations. Prior period financial statements
have not been restated.
-29-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3 - Investments in Marketable Securities (Continued)
- ---------------------------------------------
The fair value of marketable securities was estimated using quoted
market prices as of September 30, 1995.
Information with respect to the Company's investments in marketable
securities was as follows:
<TABLE>
<CAPTION>
September 30, 1995
-------------------------------------
Gross Unrealized
Fair -----------------
Cost Value Gains Losses
-------- ------ ----- ---------
(Dollars in Millions)
<S> <C> <C> <C> <C>
Available-for-sale securities:
Equity securities................... $115 $114 $(1) $2
Mortgage-backed securities.......... 33 33 - -
U.S. debt securities................ 12 12 - -
---- ---- ----- ---
Total available-for-sale securities.... 160 159 $(1) $2
===== ===
Excess of cost over fair value...... (1)
----
Available-for-sale securities.......... $159 $159
==== ====
Held-to-maturity securities:
U.S. debt securities................ $ 10 $ 10
==== ====
Total marketable securities...... $169 $169
==== ====
</TABLE>
The contractual maturities of investments in marketable securities at
September 30, 1995 are summarized as follows:
<TABLE>
<CAPTION>
Available-for-Sale Held-to-Maturity
Securities Securities
------------------ ----------------
Fair Fair
Cost Value Cost Value
---- ----- ---- -------
(Dollars in Millions)
<S> <C> <C> <C> <C>
Within one year..................... $ 11 $ 11 $ 9 $ 9
After one year through five years... 1 1 1 1
After five years through ten years.. - - - -
Mutual funds........................ 115 114 - -
Mortgage-backed securities.......... 33 33 - -
---- ---- --- ---
Total............................ $160 $159 $10 $10
==== ==== === ===
</TABLE>
The proceeds from sales of available-for-sale securities were $7 million
for the year ended September 30, 1995.
-30-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Investments in Operating Leases
- ----------------------------------------
Investments in operating leases, net consisted of the following:
<TABLE>
<CAPTION>
September 30,
---------------------
1995 1994
------ ------
(Dollars in Millions)
<S> <C> <C>
Vehicles................................. $9,864 $7,184
Equipment, aircraft and other............ 201 148
------ ------
10,065 7,332
Accumulated depreciation................. (1,838) (1,054)
Allowance for credit losses.............. (79) (63)
------ ------
Investments in operating leases, net.. $8,148 $6,215
====== ======
</TABLE>
Rental income from operating leases was $1,734 million, $1,056 million
and $572 million for the years ended September 30, 1995, 1994 and 1993,
respectively. Future minimum rentals on operating leases are due in
installments as follows: years ending September 30, 1996 -
$1,687 million; 1997 - $1,178 million; 1998 - $380 million; 1999 -
$26 million; and 2000 - $3 million. A substantial portion of TMCC's
operating leases is generally paid prior to maturity. The future
minimum rentals as shown above should not be considered as necessarily
indicative of future cash collections.
Note 5 - Finance Receivables
- ----------------------------
Finance receivables, net consisted of the following:
<TABLE>
<CAPTION>
September 30,
---------------------
1995 1994
------ ------
(Dollars in Millions)
<S> <C> <C>
Retail............................... $5,050 $5,805
Finance leases....................... 1,519 1,734
Wholesale and other dealer loans..... 1,229 1,054
------ ------
7,798 8,593
Unearned income...................... (565) (716)
Allowance for credit losses.......... (92) (101)
------ ------
Finance receivables, net.......... $7,141 $7,776
====== ======
</TABLE>
-31-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5 - Finance Receivables (Continued)
- ----------------------------
The contractual maturities of retail finance receivables and wholesale
and other dealer loans and the future minimum lease payments on finance
leases at September 30, 1995 are summarized as follows:
<TABLE>
<CAPTION>
Due in the Wholesale
Years Ending Finance and Other
September 30, Retail Leases Dealer Loans
------------- ---------- ---------- ------------
(Dollars in Millions)
<S> <C> <C> <C>
1996.................. $1,854 $322 $1,017
1997.................. 1,467 244 72
1998.................. 960 160 65
1999.................. 571 102 27
2000.................. 187 18 36
Thereafter............ 11 - 12
------ ---- ------
Total.............. $5,050 $846 $1,229
====== ==== ======
</TABLE>
Finance leases, net consisted of the following:
<TABLE>
<CAPTION>
September 30,
---------------------
1995 1994
------- -------
(Dollars in Millions)
<S> <C> <C>
Minimum lease payments.................. $ 846 $1,040
Estimated unguaranteed residual values.. 673 694
------ ------
Finance leases....................... 1,519 1,734
Unearned income......................... (261) (302)
Allowance for credit losses............. (17) (21)
------ ------
Finance leases, net.................. $1,241 $1,411
====== ======
</TABLE>
The aggregate balances related to finance receivables 60 or more days
past due totaled $16 million and $14 million at September 30, 1995 and
1994, respectively.
A substantial portion of TMCC's finance receivables is generally paid
prior to maturity. Contractual maturities and future minimum lease
payments as shown above should not be considered as necessarily
indicative of future cash collections. The majority of retail and
finance lease receivables do not involve recourse to the dealer in the
event of customer default.
-32-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 6 - Sale of Finance Receivables
- ------------------------------------
In the fourth quarters of fiscal 1995 and 1993, the Company sold retail
finance receivables aggregating $679 million and $521 million,
respectively, subject to certain limited recourse provisions. In each
case, TMCC sold its receivables to TMCRC which in turn sold them to a
trust. TMCC remains as servicer and is paid a servicing fee. In a
subordinated capacity, TMCRC retains excess servicing cash flows,
certain cash deposits and, in connection with the fiscal 1993 sale of
finance receivables, a limited interest in the trust.
TMCRC's subordinated interests in excess servicing cash flows, cash
deposits, limited interest in the 1993 trust and other related amounts
are held as restricted assets which are subject to limited recourse
provisions. These restricted assets are not available to satisfy any
obligations of TMCC. The following is a summary of these amounts
included in Other Receivables:
<TABLE>
<CAPTION>
September 30,
---------------------
1995 1994
---- ----
(Dollars in Millions)
<S> <C> <C>
Excess servicing....................... $32 $13
Other restricted amounts:
Cash deposits....................... 14 4
Limited interest in 1993 trust...... 7 16
Allowance for estimated credit
losses on sold receivables.......... (4) (2)
--- ---
Total............................ $49 $31
=== ===
</TABLE>
The pretax gain resulting from the sale of finance receivables totaled
$6 million and $12 million in fiscal 1995 and 1993, respectively, after
providing for an allowance for estimated credit losses. In determining
the gain in connection with the fiscal 1993 sale of finance
receivables, the book value of the sold receivables pool was allocated
between the portion sold and the portion retained based on their
relative fair values on the date of the sale.
The outstanding balance of the sold receivables which TMCC continues to
service at September 30, 1995 and 1994 totaled $762 million and
$251 million, respectively.
-33-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7 - Allowance for Credit Losses
- ------------------------------------
An analysis of the allowance for credit losses follows:
<TABLE>
<CAPTION>
Years ended September 30,
-------------------------
1995 1994 1993
---- ---- ----
(Dollars in Millions)
<S> <C> <C> <C>
Allowance for credit losses
at beginning of period......... $164 $121 $107
Provision for credit losses....... 58 78 54
Charge-offs, net of recoveries.... (51) (35) (40)
---- ---- ----
Allowance for credit losses
at end of period............... $171 $164 $121
==== ==== ====
</TABLE>
Effective October 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 114, "Accounting by Creditors for Impairment
of a Loan" ("Statement No. 114") and its amendment Statement of
Financial Accounting Standards No. 118, "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosures" ("Statement
No. 118"). Statement No. 114 requires a creditor to evaluate the
collectibility of both contractual interest and principal of certain
impaired receivables when assessing the need for a loss accrual and to
measure loans that are restructured in a troubled debt restructuring to
reflect the time value of money. Statement No. 118 amends Statement
No. 114 to allow a creditor to use existing methods for recognizing
interest income on an impaired loan. Statement No. 118 also amends the
disclosure requirements in Statement No. 114 to require information
about the recorded investment in certain impaired loans and about how
a creditor recognizes interest income related to those impaired loans.
The Company's loans consist primarily of large groups of
smaller-balance homogeneous loans, namely retail finance receivables,
which are collectively evaluated for impairment, and leases to which
these standards do not apply. The impact of adoption was not material
to the Company's financial position or results of operations. Prior
period financial statements have not been restated.
-34-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8 - Transactions with Parent
- ---------------------------------
An operating agreement with TMS (the "Operating Agreement") provides
that 100% ownership of TMCC will be retained by TMS as long as TMCC has
any funded debt outstanding. Additionally, TMS will provide necessary
equity contributions or other financial assistance it deems appropriate
to ensure that TMCC maintains a minimum coverage on fixed charges of
1.25 times such charges in any fiscal quarter. Fixed charges are
primarily interest on borrowed funds. To maintain such coverage,
pursuant to the Operating Agreement, TMS from time to time has made
noninterest-bearing advances and income maintenance payments to TMCC.
No such noninterest-bearing advances or income maintenance payments
were made in fiscal 1995, 1994 or 1993. The coverage provision of the
Operating Agreement is solely for the benefit of the holders of TMCC's
commercial paper and the Operating Agreement may be amended or
terminated at any time without notice to, or the consent of, holders of
other TMCC obligations. The Operating Agreement does not constitute a
guarantee by TMS of any obligations of TMCC.
TMS provides certain technical and administrative services and incurs
certain expenses on the Company's behalf and, accordingly, allocates
these charges to the Company. The charges, reimbursed by TMCC to TMS,
totaled $8 million, $7 million and $6 million for the years ended
September 30, 1995, 1994 and 1993, respectively.
TMCC has an arrangement to borrow funds from TMS at rates which
approximate the Federal Reserve Board's one-month commercial paper
composite rates for firms whose bonds are rated AA. For the years
ended September 30, 1995, 1994 and 1993, the highest amounts of
borrowings from TMS outstanding at any one time were $34 million,
$161 million and $117 million, respectively. The average amounts of
borrowings from TMS were $6 million and $7 million for the years ended
September 30, 1994 and 1993, respectively. Interest charges related to
these interest-bearing borrowings from TMS were $0.3 million and
$0.2 million for the years ended September 30, 1994 and 1993,
respectively. The average amount of borrowings from TMS and the
interest charges related to interest-bearing borrowings from TMS were
immaterial for the year ended September 30, 1995. The Operating
Agreement provides that borrowings from TMS are subordinated to all
other indebtedness of TMCC.
In the second quarter of fiscal 1993, the Company began leasing its
headquarters facility from TMS. The amount of rent expense paid to TMS
totaled $3 million, $3 million and $2 million for the years ended
September 30, 1995, 1994 and 1993, respectively.
-35-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8 - Transactions with Parent (Continued)
- ---------------------------------
TMIS and TMICV provide certain insurance services, and insurance and
reinsurance coverages, respectively, to TMS. Insurance premiums,
commissions and fees earned during the years ended September 30, 1995,
1994 and 1993 included $4 million, $7 million and $9 million,
respectively, related to these services and coverages.
TMCC provides retail financing and leasing services related to various
programs sponsored from time to time by TMS for the sale and lease of
Toyota and Lexus vehicles and Toyota industrial equipment. During the
years ended September 30, 1995, 1994 and 1993, TMCC recognized revenue
of $134 million, $54 million and $25 million, respectively, related to
the amounts received from TMS for these programs.
TMCC provides certain leasing and financing services to TMS. For each
of the years ended September 30, 1995, 1994 and 1993, TMCC recognized
revenue of $3 million related to these services.
TMCC's cash equivalents, which are invested along with TMS, consist
primarily of money market instruments. For the years ended
September 30, 1995, 1994 and 1993, the highest amounts of cash
equivalents, invested along with TMS, at month end were $603 million,
$326 million and $515 million, respectively. The average amounts of
cash equivalents, invested along with TMS, at month end were
$205 million, $119 million and $224 million for the years ended
September 30, 1995, 1994 and 1993, respectively. Interest earned
related to these cash equivalents was $16 million, $5 million and
$6 million for the years ended September 30, 1995, 1994 and 1993,
respectively.
-36-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9 - Notes and Loans Payable
- --------------------------------
Notes and loans payable at September 30, 1995 and 1994, which consisted
of senior debt, included the following:
<TABLE>
<CAPTION>
September 30,
----------------------
1995 1994
------- -------
(Dollars in Millions)
<S> <C> <C>
Commercial paper, net................... $ 1,442 $ 960
------- -------
Other senior debt, due in the years
ending September 30,:
1995.............................. - 4,010
1996.............................. 3,252 2,405
1997.............................. 2,722 2,014
1998.............................. 2,371 985
1999.............................. 529 233
2000.............................. 1,723 949
Thereafter........................ 611 260
------- -------
11,208 10,856
Unamortized premium..................... 46 17
------- -------
Total other senior debt........... 11,254 10,873
------- -------
Notes and loans payable........ $12,696 $11,833
======= =======
</TABLE>
Short-term borrowings include commercial paper and certain medium-term
notes ("MTNs"). The weighted average remaining term of commercial
paper was 27 days and 14 days at September 30, 1995 and 1994,
respectively. The weighted average interest rate on commercial paper
was 6.53% and 4.43% at September 30, 1995 and 1994, respectively.
Short-term MTNs with original terms from nine months to one year,
included in other senior debt, were $444 million and $622 million at
September 30, 1995 and 1994, respectively. The weighted average
interest rate on these short-term MTNs was 5.86% and 4.77% at
September 30, 1995 and 1994, respectively, including the effects of
interest rate swap agreements.
The weighted average interest rate on other senior debt was 5.75% and
4.84% at September 30, 1995 and 1994, respectively, including the
effects of interest rate swap agreements. The rates have been
calculated on the basis of rates in effect at September 30, 1995 and
1994, some of which are floating rates that reset daily. Approximately
24% of other senior debt at September 30, 1995 had interest rates,
including the effects of interest rate swap agreements, that were fixed
for a period of more than one year. The weighted average of these
-37-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9 - Notes and Loans Payable (Continued)
- --------------------------------
fixed interest rates was 6.16% at September 30, 1995. Approximately
34% of other senior debt at September 30, 1995 had floating interest
rates that were covered by option-based products with an average strike
rate of 7.53%. The mix of TMCC's fixed and floating rate debt changes
from time to time as a result of interest rate risk management.
Included in Notes and Loans Payable at September 30, 1995 and 1994 were
unsecured notes payable in foreign currencies as follows:
<TABLE>
<CAPTION>
September 30,
------------------------------
1995 1994
----------- -----------
<S> <C> <C>
Australian dollars.................. 250 million 125 million
Canadian dollars.................... 775 million 1 billion
Dutch guilders...................... 555 million 55 million
European currency units............. 45 million 36 million
French francs....................... 1 billion 4 billion
German deutsche marks............... 760 million 550 million
Hong Kong dollars................... 150 million -
Italian lire........................ 470 billion 485 billion
Japanese yen........................ 218 billion 190 billion
Swedish kronor...................... 110 million 110 million
Swiss francs........................ 1 billion 785 million
</TABLE>
Concurrent with the issuance of the unsecured notes denominated in
foreign currencies, included in Notes and Loans Payable at September
30, 1995, TMCC entered into cross currency interest rate swap agreements
to convert these obligations at maturity into U.S. dollar
obligations which aggregate to a principal amount of $5.5 billion.
TMCC's foreign currency debt is translated into U.S. dollars in the
financial statements at the various foreign currency spot exchange
rates in effect at September 30, 1995. The receivables or payables,
arising as a result of the differences between the September 30, 1995
foreign currency spot exchange rates and the contract rates applicable
to the cross currency interest rate swap agreements, are classified in
Other Receivables or Accounts Payable and Accrued Expenses,
respectively, and would aggregate to a net receivable position of
$126 million at September 30, 1995.
-38-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 - Fair Value of Financial Instruments
- ---------------------------------------------
In accordance with the requirements of Statement of Financial
Accounting Standards No. 107, "Disclosures about Fair Value of
Financial Instruments" and its amendment, Statement of Financial
Accounting Standards No. 119, "Disclosure about Derivative Financial
Instruments and Fair Value of Financial Instruments", the Company has
provided the estimated fair value of financial instruments using
available market information at September 30, 1995 and 1994, and the
valuation methodologies described below. However, considerable
judgement was required in interpreting market data to develop the
estimates of fair value. Accordingly, the estimates presented herein
are not necessarily indicative of the amounts that the Company could
realize in a current market exchange. The use of different market
assumptions or valuation methodologies may have a material effect on
the estimated fair value amounts of such financial instruments.
The carrying amounts and estimated fair values of the Company's
financial instruments at September 30, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
September 30,
---------------------------------------------------
1995 1994
------------------------ ------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
----------- ---------- ----------- ----------
(Dollars in Millions)
<S> <C> <C> <C> <C>
Balance sheet financial
instruments:
Assets:
Cash and cash equivalents......... $108 $108 $277 $277
Investments in marketable
securities..................... $169 $169 $102 $102
Finance receivables, net.......... $5,900 $5,971 $6,365 $6,395
Other receivables................. $70 $71 $53 $54
Receivables from cross currency
interest rate swap agreements.. $280 $426 $182 $519
Liabilities:
Notes and loans payable........... $12,696 $12,736 $11,833 $12,040
Payables from cross currency
interest rate swap agreements.. $154 $65 $145 $241
</TABLE>
-39-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 - Fair Value of Financial Instruments (Continued)
- ---------------------------------------------
<TABLE>
<CAPTION>
September 30,
---------------------------------------------------
1995 1994
------------------------ ------------------------
Contract or Unrealized Contract or Unrealized
Notional Gains/ Notional Gains/
Amount (Losses) Amount (Losses)
----------- ---------- ----------- ----------
(Dollars in Millions)
<S> <C> <C> <C> <C>
Off-balance sheet financial
instruments:
Inventory lines of credit......... $773 - $736 -
Cross currency interest rate
swap agreements................ $4,804 $342 $4,024 $249
Interest rate swap agreements..... $7,049 $29 $7,613 $101
Option-based products............. $3,820 $(1) $500 $1
Indexed note swap agreements...... $1,721 $11 $2,407 $(162)
</TABLE>
The fair value estimates presented herein are based on pertinent
information available to management as of September 30, 1995 and 1994.
Although the Company is not aware of any factors that would
significantly affect the estimated fair value amounts, such amounts
have not been comprehensively reevaluated for purposes of these
financial statements since September 30, 1995 and 1994 and, therefore,
current estimates of fair value may differ significantly from the
amounts presented herein.
The methods and assumptions used to estimate the fair value of
financial instruments are summarized as follows:
Cash and Cash Equivalents
-------------------------
The carrying amount of cash and cash equivalents approximates market
value due to the short maturity of these investments.
Investments in Marketable Securities
------------------------------------
The fair value of marketable securities was estimated using quoted
market prices as of September 30, 1995 and 1994.
-40-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 - Fair Value of Financial Instruments (Continued)
- ---------------------------------------------
Finance Receivables
-------------------
The carrying amount of finance receivables, net excludes $1.2 billion
and $1.4 billion of direct finance leases at September 30, 1995 and
1994, respectively. The carrying amount of $1.2 billion and
$1.1 billion of variable rate finance receivables at September 30, 1995
and 1994, respectively, was assumed to approximate fair value as they
repriced at prevailing market rates. The fair value of fixed rate
finance receivables was estimated by discounting expected cash flows
using the rates at which loans of similar credit quality and maturity
would be made as of September 30, 1995 and 1994.
Other Receivables
-----------------
The carrying amount and fair value of other receivables are presented
excluding the receivables arising from cross currency interest rate
swap agreements. The fair value of excess servicing and the limited
interest in the trust was estimated by discounting cash flows using
quoted market interest rates as of September 30, 1995 and 1994. The
carrying amount of the remaining other receivables approximates market
value due to the short maturity of these instruments.
Notes and Loans Payable
-----------------------
The fair value of notes and loans payable was estimated using quoted
market prices where available as of September 30, 1995 and 1994. The
fair value of notes and loans payable where market prices were not
available was estimated by discounting cash flows using the interest
rates at which debt of similar credit quality and maturity would be
made as of September 30, 1995 and 1994. The carrying amount of
commercial paper was assumed to approximate fair value due to the short
maturity of these instruments.
Inventory Lines of Credit
-------------------------
Inventory floorplan lines of credit are variable rate commitments that
reprice at market rates.
-41-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 - Fair Value of Financial Instruments (Continued)
- ---------------------------------------------
Cross Currency Interest Rate Swap Agreements
--------------------------------------------
The estimated fair value of TMCC's existing cross currency interest
rate swap agreements was derived by discounting expected cash flows
over the remaining term of the agreements using quoted market exchange
rates and quoted market interest rates as of September 30, 1995 and
1994.
Interest Rate Swap Agreements
-----------------------------
The estimated fair value of TMCC's existing interest rate swap
agreements was derived by discounting expected cash flows using quoted
market interest rates as of September 30, 1995 and 1994.
Option-based Products
-----------------------
The estimated fair value of TMCC's existing option-based products was
derived using quoted market prices as of September 30, 1995 and 1994.
Indexed Note Swap Agreements
----------------------------
The estimated fair value of TMCC's existing indexed note swap
agreements was derived by discounting expected cash flows over the
remaining term of the agreements using market exchange rates and market
interest rates as of September 30, 1995 and 1994.
Note 11 - Financial Instruments with Off-Balance Sheet Risk
- -----------------------------------------------------------
Inventory Lines of Credit
-------------------------
TMCC has extended inventory floorplan lines of credit to dealers, the
unused portion of which amounted to $773 million and $736 million at
September 30, 1995 and 1994, respectively. Security interests are
acquired in the vehicles and equipment financed, and substantially all
such financings are backed by corporate or individual guarantees from
or on behalf of the participating dealers.
-42-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 11 - Financial Instruments with Off-Balance Sheet Risk (Continued)
- -----------------------------------------------------------
Derivative Financial Instruments
--------------------------------
TMCC utilizes a variety of derivative financial instruments to manage
its currency exchange rate risk arising as a result of borrowings
denominated in foreign currencies and its interest rate risk. TMCC
does not enter into these instruments for trading purposes. For all of
its derivative financial instruments, TMCC manages counterparty risk
through the use of credit standard guidelines, counterparty
diversification and financial condition monitoring. At September 30,
1995, approximately 82% of TMCC's derivative financial instruments,
based on notional amounts, are with commercial banks and investment
banking firms assigned investment grade ratings of "AA" or better by
national rating agencies. TMCC does not anticipate non-performance by
any of its counterparties. There were no reserves related to
derivative counterparty non-performance, nor were there any
non-performing counterparties, during the three years ended
September 30, 1995.
TMCC utilizes cross currency interest rate swap agreements to manage
exposure to exchange rate fluctuations on principal and interest
payments for borrowings denominated in foreign currencies. Notes and
loans payable issued in foreign currencies are hedged by concurrently
executed cross currency interest rate swap agreements. These cross
currency interest rate swap agreements involve agreements to exchange
TMCC's foreign currency principal and interest obligations for U.S.
dollar obligations at agreed-upon currency exchange rates and interest
rates. The aggregate notional amounts of cross currency interest rate
swap agreements at September 30, 1995 and 1994 were $4.8 billion and
$4.0 billion, respectively. The original maturities of the cross
currency interest rate swap agreements ranged from one to seven years
at September 30, 1995. In the event that a counterparty fails to
perform, TMCC's credit exposure is limited to the currency exchange and
interest rate differential between the non-performing swap and the
corresponding debt transaction.
TMCC utilizes interest rate swap agreements in managing its exposure to
interest rate fluctuations. Interest rate swap agreements are executed
as an integral part of specific debt transactions or on a portfolio
basis. TMCC's interest rate swap agreements involve agreements to pay
fixed and receive a floating rate, or receive fixed and pay a floating
rate, at specified intervals, calculated on an agreed-upon notional
amount. Interest rate swap agreements may also involve basis swap
contracts, which are agreements to exchange the difference between
certain floating interest amounts, such as the net payment based on the
commercial paper rate and the London Interbank Offered Rate ("LIBOR"),
calculated on an agreed-upon notional amount. In the event that a
counterparty fails to perform, TMCC's credit exposure is limited to the
interest rate differential. The underlying notional amounts are not
exchanged and do not represent exposure to credit loss. The
-43-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 11 - Financial Instruments with Off-Balance Sheet Risk (Continued)
- -----------------------------------------------------------
Derivative Financial Instruments (Continued)
--------------------------------
differential paid or received on such agreements is recorded as an
adjustment to Interest Expense over the term of the agreements. Master
netting agreements, with all interest rate swap agreement
counterparties, also exist allowing the net difference between
counterparties to be exchanged in the event of default. The original
maturities of the interest rate swap agreements ranged from one to
seven years at September 30, 1995.
TMCC also utilizes option-based products in managing its exposure to
interest rate fluctuations. Option-based products are executed as an
integral part of specific debt transactions or on a portfolio basis.
Option-based products consist primarily of purchased interest rate cap
agreements and to a lesser extent corridor agreements. Option-based
products are agreements which either grant TMCC the right, for a
premium payment, to receive a payment when interest rates exceed a
specified level, or require TMCC, in receipt of a premium, to make a
payment when interest rates exceed or go below a specified level.
Approximately 34% of TMCC's other senior debt at September 30, 1995 had
floating interest rates that were covered by option-based products
which had an average strike rate of 7.53%. The premiums paid for
option-based products are included in Deferred Charges and are
amortized to Interest Expense over the life of the instruments on a
straight-line basis. Amounts receivable under option-based products
are recorded as a reduction to Interest Expense. The original
maturities of the option-based products ranged from two to three years
at September 30, 1995. The underlying notional amounts for option-
based products do not represent exposure to credit loss.
-44-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 11 - Financial Instruments with Off-Balance Sheet Risk (Continued)
- -----------------------------------------------------------
Derivative Financial Instruments (Continued)
--------------------------------
The aggregate notional amounts of interest rate swap agreements and
option-based products outstanding at September 30, 1995 and 1994 were
as follows:
<TABLE>
<CAPTION>
September 30,
----------------------
1995 1994
---- ----
(Dollars in Billions)
<S> <C> <C>
Fixed rate swaps............................... $4.2 $4.8
Floating rate swaps............................ 1.3 1.4
Basis swaps.................................... 1.6 1.4
---- ----
Total interest rate swap agreements........ $7.1 $7.6
==== ====
Option-based products.......................... $3.8 $0.5
==== ====
</TABLE>
TMCC utilizes indexed note swap agreements in managing its exposure to
indexed notes. Indexed notes are debt instruments whose interest rate
and/or principal redemption amounts are derived from other underlying
instruments. Indexed note swap agreements involve agreements to
receive interest and/or principal amounts associated with the indexed
notes, denominated in either U.S. dollars or a foreign currency, and to
pay fixed or floating rates on fixed U.S. dollar liabilities. In the
event that a counterparty fails to perform, TMCC's credit exposure is
limited to the difference between the indexed amounts that should have
been received and the amounts that TMCC is required to pay. At
September 30, 1995, TMCC was the counterparty to $1.7 billion of
indexed note swap agreements, of which $0.7 billion was denominated in
foreign currencies and $1.0 billion was denominated in U.S. dollars.
At September 30, 1994, TMCC was the counterparty to $2.4 billion of
indexed note swap agreements, of which $0.9 was denominated in foreign
currencies and $1.5 billion was denominated in U.S. dollars. The
original maturities of the indexed note swap agreements ranged from one
to ten years at September 30, 1995.
-45-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 11 - Financial Instruments with Off-Balance Sheet Risk (Continued)
- -----------------------------------------------------------
Derivative Financial Instruments (Continued)
--------------------------------
An interest rate increase of 1% (100 basis points) would raise TMCC's
weighted average interest rate, including the effects of interest rate
swap agreements, by .42%, from 5.96% to an estimated 6.38% at
September 30, 1995. Conversely, an interest rate decrease of 1% (100
basis points) would lower TMCC's weighted average interest rate,
including the effects of interest rate swap agreements, by .46%, from
5.96% to an estimated 5.50% at September 30, 1995.
Credit exposure of derivative financial instruments is represented by
the fair value of contracts with a positive fair value at September 30,
1995 reduced by the effects of master netting agreements. The credit
exposure of TMCC's derivative financial instruments at September 30,
1995 was $509 million on an aggregate notional amount of $17.4 billion.
A reconciliation of the activity of TMCC's derivative financial
instruments for the years ended September 30, 1995 and 1994 is as
follows:
<TABLE>
<CAPTION>
September 30,
-----------------------------------------------------------
Cross
Currency
Interest Interest Indexed
Rate Swap Rate Swap Option-based Note Swap
Agreements Agreements Products Agreements
------------ ------------ ------------- ------------
1995 1994 1995 1994 1995 1994 1995 1994
---- ---- ---- ---- ---- ---- ---- ----
(Dollars in Billions)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning Notional Amount $4.0 $2.8 $7.6 $6.0 $0.5 $0.4 $2.4 $1.4
Add:
New agreements........ 1.6 2.0 1.9 3.5 3.3 0.5 0.5 1.6
Less:
Terminated agreements - - - - - - - -
Expired agreements.... 0.8 0.8 2.4 1.9 - 0.4 1.2 0.6
---- ---- ---- ---- ---- ---- ---- ----
Ending Notional Amount... $4.8 $4.0 $7.1 $7.6 $3.8 $0.5 $1.7 $2.4
==== ==== ==== ==== ==== ==== ==== ====
</TABLE>
-46-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 12 - Pension and Other Benefit Plans
- -----------------------------------------
All full-time employees of the Company are eligible to participate in
the TMS pension plan commencing on the first day of the month following
hire. Benefits payable under this non-contributory defined benefit
pension plan are based upon the employees' years of credited service
and the highest sixty consecutive months' compensation, reduced by a
percentage of social security benefits. For the years ended
September 30, 1995, 1994 and 1993, the Company's pension expense was
$2 million, $3 million and $3 million, respectively. At
September 30, 1995, 1994 and 1993, the accumulated benefit obligation
and plan net assets for employees of the Company were not determined
separately from TMS; however, the plan's net assets available for
benefits exceeded the accumulated benefit obligation. TMS funding
policy is to contribute annually the maximum amount deductible for
federal income tax purposes.
Effective October 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits" ("Statement No. 112"). Statement No. 112 requires accrual,
during the years that the employee renders the necessary service or
when it is probable that a liability has been incurred, of the expected
cost of providing postemployment benefits to former or inactive
employees, their beneficiaries, and covered dependents after employment
but before retirement. This method differs from the Company's previous
practice of accounting for these benefits on a cash basis. The
cumulative effect of the change in accounting principle was not
material to the Company's financial position or results of operations.
Prior period financial statements have not been restated.
-47-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 13 - Provision for Income Taxes
- ------------------------------------
The provision for income taxes consisted of the following:
<TABLE>
<CAPTION>
Years ended September 30,
--------------------------
1995 1994 1993
---- ---- ----
(Dollars in Millions)
<S> <C> <C> <C>
Current
Federal........................... $(97) $ 6 $ 94
State............................. (27) 4 4
---- ---- ----
Total current ................. (124) 10 98
---- ---- ----
Deferred
Federal........................... 173 86 (9)
State............................. 68 22 8
---- ---- ----
Total deferred................. 241 108 (1)
---- ---- ----
Provision for income taxes.. $117 $118 $ 97
==== ==== ====
</TABLE>
The deferred income tax liabilities by jurisdictions are as follows:
<TABLE>
<CAPTION>
September 30,
---------------------
1995 1994
---- ----
(Dollars in Millions)
<S> <C> <C>
Federal........................................ $513 $340
State.......................................... 114 46
---- ----
Net deferred income tax liability........... $627 $386
==== ====
</TABLE>
-48-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 13 - Provision for Income Taxes (Continued)
- ------------------------------------
The Company's deferred tax assets and liabilities consisted of the
following:
<TABLE>
<CAPTION>
September 30,
---------------------
1995 1994
----- ----
(Dollars in Millions)
<S> <C> <C>
Assets:
Alternative minimum tax..................... $ 339 $248
Provision for losses........................ 87 76
Deferred administrative fees................ 47 41
NOL carryforwards........................... 22 27
Deferred acquisition costs.................. 14 10
Unearned insurance premiums................. 4 4
Revenue recognition......................... 2 3
Other....................................... 3 2
----- ----
518 411
Valuation allowance......................... 0 0
----- ----
Deferred tax assets...................... 518 411
----- ----
Liabilities:
Lease transactions.......................... 1,049 740
State taxes................................. 96 57
----- ----
Deferred tax liabilities................. 1,145 797
----- ----
Net deferred income tax liability..... $ 627 $386
===== ====
</TABLE>
TMCC has state tax net operating loss carryforwards of $536 million
expiring from fiscal 1996 through 2008.
-49-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 13 - Provision for Income Taxes (Continued)
- ------------------------------------
A reconciliation between the provision for income taxes computed by
applying the federal statutory tax rate to income before income taxes
and actual income taxes provided is as follows:
<TABLE>
<CAPTION>
Years ended September 30,
-------------------------
1995 1994 1993
---- ---- ----
(Dollars in Millions)
<S> <C> <C> <C>
Provision for income taxes at
federal statutory tax rate......... $105 $103 $88
State and local taxes (net of
federal tax benefit)............... 26 17 8
Other, including changes in
applicable state tax rates......... (14) (2) 1
---- ---- ---
Provision for income taxes......... $117 $118 $97
==== ==== ===
Effective tax rate.................... 39.12% 40.24% 38.01%
</TABLE>
Note 14 - Lines of Credit/Standby Letters of Credit
- ---------------------------------------------------
To support its commercial paper program, TMCC maintains syndicated bank
credit facilities with certain banks which aggregated $1.5 billion at
September 30, 1995. Interest is charged at certain market rates, at
the option of TMCC. No loans were outstanding under any of these bank
credit facilities.
To facilitate and maintain letters of credit, TMCC maintains, along
with TMS, uncommitted, unsecured lines of credit with banks totaling
$300 million. At September 30, 1995, approximately $86 million in
letters of credit had been issued, primarily related to the Company's
insurance operations. The letters of credit for the insurance
companies are used to satisfy requirements of certain insurance
carriers and state insurance regulatory agencies, consistent with
insurance industry practices.
-50-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15 - Commitments and Contingent Liabilities
- ------------------------------------------------
At September 30, 1995, the Company was a lessee under lease agreements
for facilities which provide minimum annual rental as follows: years
ending September 30, 1996 - $8 million; 1997 - $7 million; 1998 -
$6 million; 1999 - $5 million; 2000 - $3 million; and thereafter -
$5 million.
TMCC has guaranteed payments of principal and interest on $58 million
principal amount of flexible rate demand pollution control revenue
bonds maturing in 2006, issued in connection with the Kentucky
manufacturing facility of an affiliate.
Various legal actions, governmental proceedings and other claims are
pending or may be instituted or asserted in the future against TMCC and
its subsidiaries with respect to matters arising from the ordinary
course of business. Certain of these actions are or purport to be
class action suits. Certain of these actions are similar to suits
which have been filed against other financial institutions and captive
finance companies. At this time, the Company believes any resulting
liability from the above legal actions, proceedings and other claims
will not materially affect its consolidated financial position or
results of operations.
Note 16 - Selected Quarterly Financial Data (Unaudited)
- -------------------------------------------------------
<TABLE>
<CAPTION>
Total Depreciation
Financing Interest on Operating Net
Revenues Expense Leases Income
---------- -------- ------------ --------
(Dollars in Millions)
<S> <C> <C> <C> <C>
Year Ended September 30, 1995:
First quarter.............. $ 564 $161 $ 277 $ 44
Second quarter............. 601 175 298 45
Third quarter.............. 630 189 313 46
Fourth quarter............. 661 191 344 48
------ ---- ------ ----
Total................... $2,456 $716 $1,232 $183
====== ==== ====== ====
Year Ended September 30, 1994:
First quarter.............. $ 370 $110 $139 $ 46
Second quarter............. 396 112 159 45
Third quarter.............. 446 125 196 39
Fourth quarter............. 517 139 241 45
------ ---- ---- ----
Total................... $1,729 $486 $735 $175
====== ==== ==== ====
</TABLE>
-51-
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There is nothing to report with regard to this item.
-52-
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth certain information regarding the directors
and executive officers of TMCC.
Name Age Position
---- --- --------
Shinji Sakai.............. 58 Director and President, TMCC;
Director and President, TMS;
Director, TMC
Nobu Shigemi.............. 51 Director, Senior Vice President
and Treasurer, TMCC; Group Vice
President, TMS
John McGovern............. 55 Director, Senior Vice President
and Secretary, TMCC; Senior
Vice President and Secretary,
TMS
Wolfgang Jahn............. 56 Director, Senior Vice President
and General Manager, TMCC;
Group Vice President, TMS
Robert Pitts.............. 47 Director and Assistant Secretary,
TMCC; Group Vice President, TMS
Yale Gieszl............... 53 Director, TMCC; Director and
Executive Vice President, TMS
Takashi Nishiyama......... 52 Director, TMCC; Senior Vice
President and Treasurer, TMS
Ryuji Araki............... 55 Director, TMCC; Director, TMC
All directors of TMCC are elected annually and hold office until their
successors are elected and qualified. Officers are elected annually and serve
at the pleasure of the Board of Directors.
Mr. Sakai was named Director and President of TMCC in June 1992. He is also
a Director and President of TMS, positions he has held since June 1992. In
September 1988, Mr. Sakai was named a Director of TMC, and from September 1988
to May 1992, he was General Manager of the North American Division of TMC.
Mr. Sakai has been employed with TMC, in various positions, since 1961.
Mr. Shigemi was named Director, Senior Vice President and Treasurer of TMCC
and Group Vice President of TMS in September 1994. From January 1994 to
August 1994, Mr. Shigemi was General Manager of TMC's Finance Division. From
January 1993 to December 1993, he was the Project General Manager of the
Accounting Division of TMC. From February 1982 to December 1992, he worked
in the Tokyo Secretarial Division having been named a manager in February 1983
and Deputy General Manager in February 1990. Mr. Shigemi has been employed
with TMC, in various positions, since 1968.
-53-
<PAGE>
Mr. McGovern was named Director, Senior Vice President and Secretary of TMCC
in January 1993. He is also a Senior Vice President and Secretary of TMS,
positions he has held since January 1993. From January 1987 to November 1989,
he was a Vice President and a General Manager of TMS, and from December 1989
to December 1992, he was a Group Vice President of TMS. Mr. McGovern has been
employed with TMS, in various positions, since 1970.
Mr. Jahn was named Director and Group Vice President of TMCC in April 1993.
In December 1994, Mr. Jahn was also named General Manager of TMCC and Group
Vice President of TMS and, in July 1995, Senior Vice President of TMCC. From
January 1985 to March 1993, he was a Vice President of TMCC, and from
September 1988 to March 1993, he was also the Assistant Secretary of TMCC.
From January 1987 to March 1993, he held the position of Vice President of
TMS. Mr. Jahn has been employed with TMS and TMCC, in various positions,
since 1973.
Mr. Pitts was named Director and Assistant Secretary of TMCC in April 1993.
He is also a Group Vice President of TMS, a position he has held since April
1993. From January 1984 to March 1993, he was an executive with TMCC having
been named General Manager in January 1984 and Vice President in April 1989.
Mr. Pitts has been employed with TMS and TMCC, in various positions, since
1971.
Mr. Gieszl was named Director of TMCC in September 1988. He is also a
Director and Executive Vice President of TMS, positions he has held since
December 1989 and June 1992, respectively. From January 1982 to May 1992, he
was a Senior Vice President of TMS. From October 1982 to May 1992, he held
the position of Senior Vice President of TMCC, and from September 1988 to May
1992, he also held the position of Secretary of TMCC. Mr. Gieszl has been
employed with TMS, in various positions, since 1970.
Mr. Nishiyama was named Director of TMCC in January 1994. He was also named
a Senior Vice President and Treasurer of TMS in January 1994. From February
1989 to December 1993, he was General Manager of the Europe and Africa Project
Division of TMC. From February 1986 to January 1989, he was Executive Vice
President of Salvador Caetano S.A. Portugal. Mr. Nishiyama has been employed
with TMC, in various positions, since 1965.
Mr. Araki was named Director of TMCC in September 1995. He has served on
TMC's Board of Directors since September 1992. Mr. Araki has been employed
with TMC, in various positions, since 1962.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following table sets forth all compensation awarded to, earned by, or paid
to the Company's principal executive officer and the most highly compensated
executive officers whose salary and bonus for the latest fiscal year exceeded
$100,000, for services rendered in all capacities to the Company for the three
years ended September 30, 1995, 1994 and 1993.
-54-
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation<F1>
--------------------------------------------
Other Annual
Name and Fiscal Compensation All
Principal Position Year Salary ($) Bonus ($) ($)<F2> Other ($)<F3>
- --------------------- ------ ---------- --------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Wolfgang Jahn 1995 $213,800 $98,700 $6,000
Senior Vice President 1994 $199,800 $91,300 $7,500
1993 $123,900 $57,500 $7,000
Nobu Shigemi 1995 $199,000 $40,500 $47,300
Senior Vice President
<FN>
- ------------
<F1> Mr. Jahn has worked full-time for the Company since April 1993. Mr. Jahn's cash
compensation for the periods prior to April 1993, included in the above table, represents
an allocated amount of his total compensation based on his time spent working for the
Company. Mr. Shigemi has worked full-time for the Company beginning in September 1994.
<F2> This amount represents a housing allowance and relocation costs.
<F3> The amounts in this column represent the Company's allocated contribution under the TMS
Savings Plan. Mr. Jahn also received contributions from TMS, no portion of which is
attributable to the Company. Under the TMS Savings Plan, which is open to all eligible
employees, eligible participants may elect, subject to applicable law, to have up to 6% of
their base compensation paid to the plan on a pre-tax basis and the Company will make a
matching contribution equal to two-thirds of the employee's contribution. Participants are
vested 25% each year with respect to the Company's contribution. Participants are fully
vested after four years. Subject to the limitations of the TMS Savings Plan, employee and
Company contributions are invested at the discretion of the employee in various investment
options.
</FN>
</TABLE>
Employee Benefit Plan
All full-time employees of the Company are eligible to participate in the TMS
Pension Plan commencing on the first day of the month following hire.
Benefits payable under this non-contributory defined benefit pension plan are
based upon final average compensation, final average bonus and years of
credited service. Final average compensation is defined as the average of the
participant's base rate of pay, plus overtime, during the highest-paid 60
consecutive months prior to the earlier of termination or normal retirement.
Final average bonus is defined as the highest average of the participant's
fiscal year bonus, and basic seniority-based cash bonus for non-managerial
personnel, over a period of 60 consecutive months prior to the earlier of
termination or normal retirement. A participant generally becomes eligible
for the normal retirement benefit at age 62, and may be eligible for early
retirement benefits starting at age 55.
-55-
<PAGE>
The annual normal retirement benefit, payable monthly, is an amount equal to
the number of years of credited service (up to 25 years) multiplied by the sum
of (i) 2% of the participant's final average compensation less 2% of the
estimated annual Social Security benefit payable to the participant at normal
retirement and (ii) 1% of the participant's final average bonus. The normal
retirement benefit is subject to reduction for certain benefits under any
union-sponsored retirement plan and benefits attributable to employer
contributions under any defined-contribution retirement plan maintained by TMS
and its subsidiaries or any affiliate.
The following pension plan table presents typical annual retirement benefits
under the TMS Pension Plan for various combinations of compensation and years
of credited service for participants who retire at age 62, assuming no final
average bonus and excluding Social Security offset amounts. The amounts are
subject to Federal statutory limitations governing pension calculations and
benefits.
<TABLE>
<CAPTION>
Annual Benefits for
Final Average Years of Credited Service
Annual -------------------------------------
Compensation 15 20 25
------------ ------- -------- --------
<S> <C> <C> <C>
$50,000 $15,000 $20,000 $25,000
$100,000 $30,000 $40,000 $50,000
$150,000 $45,000 $60,000 $75,000
$200,000 $60,000 $80,000 $100,000
$250,000 $75,000 $100,000 $125,000
$300,000 $90,000 $120,000 $150,000
$350,000 $105,000 $140,000 $175,000
$400,000 $120,000 $160,000 $200,000
</TABLE>
Mr. Jahn is a participant in the TMS Pension Plan and has 22 years of credited
service as of September 30, 1995. Based upon years of credited service and
the portion of earnings allocable to the Company, Mr. Jahn would be entitled
to receive approximately $24,000 in annual pension benefit payments at age 62.
Mr. Jahn would also be entitled to receive pension benefits from TMS based
upon services to and compensation by TMS, no portion of which is attributable
to the Company.
Compensation of Directors
No fees are paid to members of the Board of Directors of TMCC for their
services as directors.
Compensation Committee Interlocks and Insider Participation
Members of the Executive Committee of the Board of Directors, which consists
of the directors of the Company other than Mr. Araki, participate in decisions
regarding the compensation of the executive officers of the Company. Certain
of the members of the Executive Committee are current or former executive
officers of the Company. Certain of the members of the Executive Committee
are also current executive officers and directors of TMS and its affiliates
and participate in compensation decisions for those entities.
-56-
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of the date hereof, all of TMCC's capital stock is owned by TMS.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company enters into various transactions with TMS as described below.
Certain of the directors and executive officers of TMCC are also directors and
executive officers of TMS.
To maintain fixed charge coverage at the level specified in the Operating
Agreement, TMS, on occasion, has made noninterest-bearing advances and income
maintenance payments to TMCC. No such noninterest-bearing advances and income
maintenance payments were made in fiscal 1995, 1994, 1993, 1992 and 1991. TMS
also provides certain technical and administrative services and incurs certain
expenses on the Company's behalf and, accordingly, allocates these charges to
the Company. The charges, reimbursed by TMCC to TMS, totaled $8 million,
$7 million, $6 million, $5 million and $4 million for the years ended
September 30, 1995, 1994, 1993, 1992 and 1991, respectively.
The Operating Agreement provides that TMCC will establish its own financing
rates and is under no obligation to TMS to finance wholesale obligations from
any dealers or retail obligations of any customers. TMCC may extend, reduce
or cancel credit to dealers and to customers based upon TMCC's own credit
criteria. Pursuant to the Operating Agreement, TMS will arrange for the
repurchase of new Toyota and Lexus vehicles financed at wholesale by TMCC at
the aggregate cost financed in the event of dealer default.
TMS made equity contributions to TMCC by purchasing at par value all of the
newly issued shares of TMCC's capital stock in the amount of $185 million,
$50 million and $80 million for the years ended September 30, 1994, 1993 and
1992, respectively. TMS made no equity contributions to TMCC during fiscal
1995 or 1991.
TMCC has an arrangement to borrow funds from TMS at rates which approximate
the Federal Reserve Board's one-month commercial paper composite rate for
firms whose bonds are rated AA. For the years ended September 30, 1995, 1994,
1993, 1992 and 1991, the highest amounts of borrowings from TMS outstanding
at any one time were $34 million, $161 million, $117 million, $360 million and
$81 million, respectively. The average amounts of borrowings from TMS were
$6 million, $7 million, $56 million and $6 million for the years ended
September 30, 1994, 1993, 1992 and 1991, respectively. Interest charges
related to these interest-bearing borrowings from TMS were $0.3 million,
$0.2 million, $2.3 million and $0.4 million for the years ended September 30,
1994, 1993, 1992, and 1991, respectively. The average amount of borrowings
from TMS and the interest charges related to interest-bearing borrowings from
TMS were immaterial for the year ended September 30, 1995. The Operating
Agreement provides that borrowings from TMS are subordinated to all other
indebtedness of TMCC.
In the second quarter of fiscal 1993, the Company began leasing its
headquarters facility from TMS. The amount of rent expense paid to TMS
totaled $3 million, $3 million and $2 million for the years ended
September 30, 1995, 1994 and 1993, respectively.
-57-
<PAGE>
TMIS and TMICV provide certain insurance services, and insurance and
reinsurance coverages, respectively, to TMS. Insurance premiums, commissions
and fees earned during the years ended September 30, 1995, 1994, 1993, 1992
and 1991 included $4 million, $7 million, $9 million, $7 million and
$5 million, respectively, related to these services and coverages.
TMCC provides retail financing and leasing services related to various
programs sponsored from time to time by TMS for the sale and lease of Toyota
and Lexus vehicles and Toyota industrial equipment. During the years ended
September 30, 1995, 1994, 1993, 1992 and 1991, TMCC recognized revenue of
$134 million, $54 million, $25 million, $16 million and $7 million,
respectively, related to the amounts received from TMS and, in some cases,
dealers for these programs.
TMCC provides certain leasing and financing services to TMS. For the years
ended September 30, 1995, 1994, 1993, 1992 and 1991, TMCC recognized revenue
of $3 million, $3 million, $3 million, $4 million and $7 million,
respectively, related to these services.
TMCC has guaranteed payments of principal and interest on $58 million
principal amount of flexible rate demand pollution control revenue bonds
maturing in 2006, issued in connection with the Kentucky manufacturing
facility of an affiliate.
The Company joins with TMS in filing consolidated federal income tax returns
and combined or consolidated income tax returns in certain states. See
Item 8, Note 2 to the Consolidated Financial Statements.
TMCC's cash equivalents, which are invested along with TMS, consist primarily
of money market instruments. For the years ended September 30, 1995, 1994,
1993, 1992 and 1991, the highest amounts of cash equivalents, invested along
with TMS, were $603 million, $326 million, $515 million, $153 million and
$328 million, respectively. The average amounts of cash equivalents, invested
along with TMS, were $205 million, $119 million, $224 million, $36 million and
$127 million for the years ended September 30, 1995, 1994, 1993, 1992 and
1991, respectively. Interest earned related to these cash equivalents was
$16 million, $5 million, $6 million, $2 million and $12 million for the years
ended September 30, 1995, 1994, 1993, 1992 and 1991, respectively.
On occasion, the Company enters into various other transactions with TMS. The
Company believes that the terms of such transactions have been established as
if negotiated on an "arms-length" basis, and that all such transactions are
not, in the aggregate, material to either TMS or the Company.
-58-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1)Financial Statements
Included in Part II, Item 8 of this Form 10-K. See Index to
Financial Statements on page 20.
(2)Exhibits
The exhibits listed on the accompanying Exhibit Index, starting on
page 61, are filed as part of, or incorporated by reference into,
this Report.
(b)Reports on Form 8-K
There were no reports on Form 8-K filed by the registrant during the
quarter ended September 30, 1995.
-59-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Torrance,
State of California, on the 22nd day of December, 1995.
TOYOTA MOTOR CREDIT CORPORATION
By /S/ WOLFGANG JAHN
------------------------------
Wolfgang Jahn
Senior Vice President and
General Manager
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on the 22nd day of December, 1995.
Signature Title
--------- -----
Senior Vice President and General
Manager and Director
/S/ WOLFGANG JAHN (principal executive officer)
- ------------------------------------
Wolfgang Jahn
Senior Vice President/
Treasurer and Director
/S/ NOBU SHIGEMI (principal financial officer)
- ------------------------------------
Nobu Shigemi
Corporate Manager - Finance
and Administration
/S/ PATRICK BREENE (principal accounting officer)
- ------------------------------------
Patrick Breene
/S/ SHINJI SAKAI Director
- ------------------------------------
Shinji Sakai
/S/ JOHN MCGOVERN Director
- ------------------------------------
John McGovern
/S/ TAKASHI NISHIYAMA Director
- ------------------------------------
Takashi Nishiyama
-60-
<PAGE>
EXHIBIT INDEX
Method
Exhibit of
Number Description Filing
- ------- ----------- --------
3.1(a) Articles of Incorporation filed with the California
Secretary of State on October 4, 1982. (1)
3.1(b) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
January 24, 1984. (1)
3.1(c) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
January 25, 1985. (1)
3.1(d) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
September 6, 1985. (1)
3.1(e) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
February 28, 1986. (1)
3.1(f) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
December 3, 1986. (1)
3.1(g) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
March 9, 1987. (1)
3.1(h) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
December 20, 1989. (2)
3.2 Bylaws as amended through January 16, 1993. (11)
4.2 Issuing and Paying Agency Agreement dated August 1,
1990 between TMCC and Bankers Trust Company. (3)
4.3(a) Indenture dated as of August 1, 1991 between TMCC and
The Chase Manhattan Bank, N.A. (4)
- -----------------
(1) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Registration Statement on Form S-1, File No. 33-22440.
(2) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Report on Form 10-K for the year ended September 30, 1989.
(3) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Report on Form 10-K for the year ended September 30, 1990.
(4) Incorporated herein by reference to Exhibit 4.1(a), filed with TMCC's
Registration Statement on Form S-3, File No. 33-52359.
(11) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Report on Form 10-K for the year ended September 30, 1993.
-61-
<PAGE>
EXHIBIT INDEX
Method
Exhibit of
Number Description Filing
- ------- ----------- ------
4.3(b) First Supplemental Indenture dated as of
October 1, 1991 among TMCC, Bankers Trust Company
and The Chase Manhattan Bank, N.A. (5)
4.4(a) Amended and Restated Agency Agreement dated as of
July 28, 1994, among TMCC, The Chase Manhattan Bank,
N.A. and Chase Manhattan Bank Luxembourg S.A. (12)
4.4(b) Amendment No. 1 dated July 27, 1995 to the Amended Filed
and Restated Agency Agreement among TMCC, The Chase Herewith
Manhattan Bank, N.A. and Chase Manhattan Bank
Luxenburg S.A.
4.5 TMCC has outstanding certain long-term debt as set
forth in Note 9 of the Notes to Consolidated Financial
Statements. Not filed herein as an exhibit, pursuant to
Item 601(b) (4)-(iii)(A) of Regulation S-K under the
Securities Act of 1933, is any instrument which defines
the rights of holders of such long-term debt where the
total amount of securities authorized thereunder does
not exceed 10% of the total assets of TMCC and its
subsidiaries on a consolidated basis. TMCC agrees to
furnish copies of all such instruments to the Securities
and Exchange Commission upon request.
10.1 Operating Agreement dated January 16, 1984 between
TMCC and TMS. (1)
10.2 Financial Service Agreement dated December 21, 1984
between TMCC and World Omni Financial Corporation,
as amended June 6, 1988. (1)
10.2(a) Addendum to Financial Services Agreement dated
January 1, 1991, between TMCC and World Omni Financial
Corporation. (6)
- -----------------
(1) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Registration Statement on Form S-1, File No. 33-22440.
(5) Incorporated herein by reference to Exhibit 4.1 filed with TMCC's
Current Report on Form 8-K dated October 16, 1991.
(6) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Report on Form 10-K for the year ended September 30, 1991.
(12) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Report on Form 10-K for the year ended September 30, 1994.
-62-
<PAGE>
EXHIBIT INDEX
Method
Exhibit of
Number Description Filing
- ------- ----------- ------
10.2(b) Amendment to Financial Services Agreement dated
March 1, 1992, between TMCC and World Omni Financial
Corporation. (7)
10.2(c) Amendment to Financial Services Agreement dated
March 1, 1994, between TMCC and World Omni Financial
Corporation. (12)
10.4 Pooling and Servicing Agreement among TMCRC,
as Seller, TMCC, as Servicer, and Bankers Trust Company,
as Trustee (including forms of Class A and Class B
Certificates) dated as of September 1, 1995. (13)
10.5 Receivables Purchase Agreement dated as of September 1,
1995 between TMCC, as seller, and TMCRC Corporation,
as purchaser. (14)
10.6 Form of Indemnification Agreement between TMCC and
its directors and officers. (1)
10.7 Form of Pooling and Servicing Agreement among TMCRC
as Seller, TMCC as Servicer, and the Chase Manhattan Bank
N.A. as Trustee (including forms of Class A and Class B
Certificates). (8)
10.8 Form of Standard Terms and Conditions of Pooling and
Servicing Agreement. (9)
- ----------------
(1) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Registration Statement on Form S-1, File No. 33-22440.
(7) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Report on Form 10-K for the year ended September 30, 1992.
(8) Incorporated herein by reference to Exhibit 4.1 filed with Toyota Auto
Receivables 1993-A Grantor Trust's Registration Statement on Form S-1,
File No. 33-65348.
(9) Incorporated herein by reference to Exhibit 4.2 filed with Toyota Auto
Receivables 1993-A Grantor Trust's Registration Statement on Form S-1,
File No. 33-65348.
(12) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Report on Form 10-K for the year ended September 30, 1994.
(13) Incorporated herein by reference to Exhibit 4.1 filed with Toyota Auto
Receivables 1995-A Grantor Trust's Current Report on Form 8-K dated
November 10, 1995, File No. 33-96006.
(14) Incorporated herein by reference to Exhibit 10.1 filed with Toyota
Auto Receivables 1995-A Grantor Trust's Current Report on Form 8-K
dated November 10, 1995, File No. 33-96006.
-63-
<PAGE>
EXHIBIT INDEX
Method
Exhibit of
Number Description Filing
- ------- ----------- ------
10.9 Form of Receivables Purchase Agreement. (10)
10.10 Three-year Credit Agreement (the "Three-year Agreement")
dated as of September 29, 1994 among TMCC, Morgan
Guaranty Trust Company of New York, as agent, and
Bank of America National Trust and Savings Association,
The Bank of Tokyo, Ltd., The Chase Manhattan Bank, N.A.,
Citicorp USA, Inc. and Credit Suisse, as Co-Agents.
Not filed herein as an exhibit, pursuant to Instruction 2
to Item 601 of Regulation S-K under the Securities Act of
1933, is the 364-day Credit Agreement (the "364-day
Agreement") among TMCC and the banks who are party to the
Three-year Agreement. Filed herewith is a
Schedule identifying the 364-day Agreement and setting
forth the material details in which the 364-day
Agreement differs from the Three-year Agreement. TMCC
agrees to furnish a copy of the 364-day Agreement to
the Securities and Exchange Commission upon request. (12)
10.10(a) Amendment No. 1 dated September 28, 1995 to the Filed
Three-year Agreement. Herewith
10.10(b) Amendment No. 1 dated September 28, 1995 to the Filed
364-day Agreement. Herewith
- ----------------
(10) Incorporated herein by reference to Exhibit 10.1 filed with Toyota
Auto Receivables 1993-A Grantor Trust's Registration Statement on Form
S-1, File No. 33-65348.
(12) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Report on Form 10-K for the year ended September 30, 1994.
-64-
<PAGE>
EXHIBIT INDEX
Method
Exhibit of
Number Description Filing
- ------- ----------- ------
12.1 Calculation of ratio of earnings to fixed charges. Filed
Herewith
21.1 TMCC's list of subsidiaries. Filed
Herewith
23.1 Consent of Independent Accountants. Filed
Herewith
27.1 Financial Data Schedule. Filed
Herewith
-65-
<PAGE>
Exhibit 4.4(b)
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED AGENCY AGREEMENT
in respect of
THE TOYOTA MOTOR CREDIT CORPORATION
EURO MEDIUM-TERM NOTE PROGRAM
This Amendment No. 1, dated as of July 27, 1995, is made to the Amended
and Restated Agency Agreement (the "Agreement"), dated as of July 28, 1994,
among Toyota Motor Credit Corporation, as Issuer, The Chase Manhattan Bank,
N.A., as Agent, and Chase Manhattan Bank Luxembourg S.A., as Paying Agent, in
respect of Toyota Motor Credit Corporation's Euro Medium-Term Note Program.
Except as otherwise defined herein, capitalized terms used herein shall have
the same meanings ascribed to them in the Agreement.
WHEREAS, effective July 28, 1995 the Company desires to increase the
maximum aggregate principal amount of all Notes from time to time outstanding
under the Program from U.S. $6,500,000,0000 to U.S. $9,500,000,000 (or its
equivalent in other currencies); and
WHEREAS, the Company, the Agent and the Paying Agent desire to amend the
Agreement to reflect the increase in issuance capacity under the Program and
to make certain additional changes to cure certain ambiguities and/or to
correct or supplement certain provisions of the Agreement in a manner which
shall not adversely affect existing holders of the Notes.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree to amend the Agreement as follows:
A. The Company, the Agent and the Paying Agent hereby agree that effective
July 28, 1995 the maximum aggregate principal amount of all Notes from
time to time outstanding under the Program shall be increased from U.S.
$6,500,000,000 to U.S. $9,500,000,000 (or its equivalent in other
currencies or currency units).
B. Clause 1 of the Agreement (Definitions and interpretation) is amended
as follows:
1. The definition of "Cedel" is amended and restated in its entirety
to read as follows:
<PAGE>
"Cedel" means Cedel Bank, societe anonyme.
2. The definition of "Dealer" is amended by changing the name
"Merrill Lynch Finance S.A." to "Merrill Lynch Finance SA" and by
inserting the name "Goldman Sachs International" immediately
after the name "CS First Boston Limited" and inserting the name
"Morgan Stanley & Co. International Limited" immediately after
the name "Merrill Lynch Finance SA".
3. The definition of "Listing Agent" is amended by deleting the
reference to "Merrill Lynch Finance S.A. of 96, avenue d'lena,
75016" and inserting in its stead "Merrill Lynch Finance SA of
96, avenue d'lena, 75116".
C. Clause 2 (Appointment of Agent and Paying Agents) is amended by
reordering Subclause (1)(h) to (1)(i), adding a new Subclause (1)(h) as
follows:
"(h) upon certification by the participating Dealer or Dealers
to the Agent that the distribution with respect to a
particular Tranche of Notes has been completed, determining
and certifying to Cedel, Euroclear or such other applicable
clearing agency the applicable Exchange Date;"
;and by adding the following new paragraph immediately after Subclause
(1)(i):
"Any of the duties and obligations of the Agent in its capacity of
issuing and principal paying agent set forth in subclauses (a), (b),
(c), (d), (e), (g), (h) and (i) may, with the consent of the Company,
be delegated by the Agent with respect to a particular Series of Notes
to a third party, provided such third party's performance is subject to
the overall supervision and control of the Agent."
D. Clause 3 (Issue of Temporary Global Notes) is amended by adding the
following new subclause 3(4):
"Any of the duties and obligations of the Agent set forth in this
Clause 3 may, with the consent of the Company, be delegated by the
Agent with respect to a particular Series of Notes to a third party,
provided such third party's performance is subject to the overall
supervision and control of the Agent."
E. Clause 4 (Issue of Permanent Global Notes) is amended by adding the
following new subclause 4(4):
2
<PAGE>
"Any of the duties and obligations of the Agent set forth in this
Clause 4 may, with the consent of the Company, be delegated by the
Agent with respect to a particular Series of Notes to a third party,
provided such third party's performance is subject to the overall
supervision and control of the Agent."
F. Clause 5 (Issue of Definitive Notes) is amended by adding the following
new subclause 5(3):
"Any of the duties and obligations of the Agent set forth in this
Clause 5 may, with the consent of the Company, be delegated by the
Agent with respect to a particular Series of Notes to a third party,
provided such third party's performance is subject to the overall
supervision and control of the Agent."
G. Clause 6 (Exchanges) is amended by adding the following new sentence at
the end of Clause 6:
"Any of the duties performed by the Agent under this Clause 6 may, with
the consent of the Company, be delegated by the Agent with respect to
a particular Series of Notes to a third party, provided such third
party's performance is subject to the overall supervision and control
of the Agent."
H. Clause 11 (Duties of the Agent in connection with early redemption) is
amended by deleting the period at the end of Subclause 11(1) and
inserting the following words at the end of such Clause:
"or such shorter period that is acceptable to the Agent".
I. APPENDIX A (Terms and Conditions) shall be amended and restated in its
entirety as set forth in Exhibit I attached to this Amendment.
J. APPENDIX B (Forms of Global and Definitive Notes, Coupons, Receipts and
Talons) shall be amended and restated in its entirety as set forth in
Exhibit II attached to this Amendment.
K. APPENDIX C (Form of Calculation Agency Agreement) shall be amended and
restated in its entirety as set forth in Exhibit III attached to this
Amendment.
L. APPENDIX D (Form of Operating & Administrative Procedures Memorandum)
shall be amended and restated in its entirety as set forth in
Exhibit IV attached to this Amendment.
3
<PAGE>
M. APPENDIX E (Form of the Notes) shall be amended and restated in its
entirety as set forth in Exhibit V attached to this Amendment.
N. This Amendment No. 1 may be executed in one or more counterparts all of
which shall constitute one and the same agreement.
From and after the date hereof, this Amendment No. 1 shall be deemed to
be part of the Agreement.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to
the Agreement as of the date first written above.
THE COMPANY
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
Telephone: 310-787-3420
Fax: 310-787-6194
Attention: Senior Vice President and General Manager
/S/ WOLFGANG JAHN
- --------------------------------
By: Wolfgang Jahn
Title: Senior Vice President
and General Manager
THE AGENT
The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
P.O. Box 16
London EC2P 2HD
Telephone: 01202 347430
Fax: 01202 347438
Telex: 8954681 CMB G
Attention: Manager, Corporate Trust Operations
/S/ SALLY P. EASTON
- --------------------------------
By: Sally P. Easton
Title: Vice President
THE OTHER PAYING AGENT
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338
Luxembourg
Telephone: 00 352 462685223
Fax: 00 352 462685380
Telex: 1223 CHAS LU
Attention: Manager, Corporate Trust Operations
/S/ SALLY P. EASTON
- --------------------------------
By: Sally P. Easton
Title: Vice President
5
<PAGE>
Exhibit I to Amendment
No. 1 to the Amended and
Restated Agency Agreement
APPENDIX A
----------
TERMS AND CONDITIONS
I-1
<PAGE>
TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions of the Notes issued on or
after the date of this Offering Circular which (subject to completion and
amendment and to the extent applicable) will be attached to or incorporated
by reference into each global Note and which will be incorporated by reference
or endorsed upon each definitive Note. The applicable Pricing Supplement in
relation to any Notes may specify other terms and conditions which shall, to
the extent so specified or to the extent inconsistent with the following Terms
and Conditions, replace or modify the following Terms and Conditions for the
purpose of such Notes.
This Note is one of a Series (as defined below) of Notes (the "Notes,"
which expression shall mean (i) in relation to any Notes represented by a
global Note, units of the lowest Specified Denomination in the Specified
Currency of the relevant Notes, (ii) definitive Notes issued in exchange (or
partial exchange) for a temporary or permanent global Note, and (iii) any
global Note) issued subject to, and with the benefit of, an Amended and
Restated Agency Agreement dated as of July 28, 1994, as amended (the "Agency
Agreement"), and made between Toyota Motor Credit Corporation ("TMCC", which
reference does not include the subsidiaries of TMCC) and The Chase Manhattan
Bank, N.A., London Office, as issuing agent and principal paying agent and,
if so specified in the applicable Pricing Supplement, as calculation agent
(the "Agent", which expression shall include any successor agent or any other
calculation agent specified in the applicable Pricing Supplement) and the
other paying agents named therein (together with the Agent, the "Paying
Agents", which expression shall include any additional or successor paying
agents).
Interest-bearing definitive Notes will (unless otherwise indicated in
the applicable Pricing Supplement) have interest coupons ("Coupons") and, if
indicated in the applicable Pricing Supplement, talons for further Coupons
("Talons") attached on issue. Any reference herein to Coupons or coupons
shall, unless the context otherwise requires, be deemed to include a reference
to Talons or talons. Definitive Notes repayable in installments will have
receipts ("Receipts") for the payment of the installments of principal (other
than the final installment) attached on issue.
I-2
<PAGE>
As used herein, "Series" means all Notes which are denominated in the
same currency and which have the same Maturity Date or Redemption Month, as
the case may be, Interest/Payment Basis and interest payment dates (if any)
(all as indicated in the applicable Pricing Supplement) and the terms of which
(except for the Issue Date or the Interest Commencement Date (as the case may
be) and/or the Issue Price (as indicated as aforesaid)) are otherwise
identical (including whether or not the Notes are listed) and the expressions
"Notes of the relevant Series" and "holders of Notes of the relevant Series"
and related expressions shall be construed accordingly. As used herein,
"Tranche" means all Notes of the same Series with the same Issue Date and
Interest Commencement Date (if applicable).
If indicated in the applicable Pricing Supplement, TMCC may, from time
to time without the consent of the holders of Notes of a Series, create and
issue further Notes of the same Series.
The Pricing Supplement applicable to any particular Note or Notes is
attached hereto or endorsed hereon and supplements these Terms and Conditions
and may specify other terms and conditions which shall, to the extent so
specified or to the extent inconsistent with these Terms and Conditions,
replace or modify these Terms and Conditions for the purposes of such Note or
Notes. References herein to the "applicable Pricing Supplement" shall mean the
Pricing Supplement attached hereto or endorsed hereon.
Copies of the Agency Agreement (which contains the form of Pricing
Supplement) and the Pricing Supplement applicable to any particular Note or
Notes (if listed) are available for inspection at the specified offices of the
Agent and each of the other Paying Agents. The holders of the Notes (the
"Noteholders"), which expression shall, in relation to any Notes represented
by a global Note, be construed as provided in Condition 1, the holders of the
Coupons (the "Couponholders") and the holders of Receipts (the
"Receiptholders") are deemed to have notice of, and are entitled to the
benefit of, all the provisions of the Agency Agreement and the applicable
Pricing Supplement, which are binding on them.
Words and expressions defined in the Agency Agreement, defined elsewhere
in the Offering Circular or used in the applicable Pricing Supplement shall
have the same meanings where used in these Terms and Conditions unless the
context otherwise requires or unless otherwise stated.
1. FORM, DENOMINATION AND TITLE
The Notes in this Series are in bearer form and, in the case of
definitive Notes, serially numbered in the Specified Currency and in the
Specified Denomination(s) specified in the applicable Pricing Supplement.
This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon
Note, a Dual Currency Note or an Indexed Note or any combination of the
foregoing, depending upon the Interest/Payment Basis specified in the
applicable Pricing Supplement. It is also a Partly Paid Note and/or an Indexed
Note (where payment with respect to principal is linked to an Index and/or
formula) if, in each case, the applicable Pricing Supplement so indicates and
the appropriate provisions of these Terms and Conditions will apply
accordingly.
I-3
<PAGE>
Notes in definitive form are issued with Coupons attached, unless they
are Zero Coupon Notes in which case references to interest (other than
interest due after the Maturity Date), Coupons and Couponholders in these
Terms and Conditions are not applicable.
Except as set out below, title to the Notes, Receipts and Coupons will
pass by delivery. TMCC and any Paying Agent may deem and treat the bearer of
any Note, Receipt or Coupon as the absolute owner thereof (whether or not
overdue and notwithstanding any notice of ownership or writing thereon or
notice of any previous loss or theft thereof) for all purposes but, in the
case of any global Note, without prejudice to the provisions set out in the
next succeeding paragraph.
For so long as any of the Notes are represented by a global Note, each
person who is for the time being shown in the records of Morgan Guaranty Trust
Company of New York, Brussels office, as operator of the Euroclear System
("Euroclear") or of Cedel Bank, societe anonyme ("Cedel") and any other
additional or alternative clearance system, including SICOVAM, as the holder
of a particular principal amount of Notes (in which regard any certificate or
other document issued by Euroclear or Cedel as to the principal amount of such
Notes standing to the account of any person shall be conclusive and binding
for all purposes except in the case of manifest error) shall be treated by
TMCC, the Agent and any other Paying Agent as the holder of such principal
amount of such Notes for all purposes other than with respect to the payment
of principal or interest on the Notes, the right to which shall be vested, as
against TMCC, the Agent and any other Paying Agent solely in the bearer of the
relevant global Note in accordance with and subject to its terms (and the
expressions "Noteholder" and "holder of Notes" and related expressions shall
be construed accordingly). Notes which are represented by a global Note will
be transferable only in accordance with the rules and procedures for the time
being of Euroclear or of Cedel, as the case may be.
Any reference herein to Euroclear and/or Cedel shall, whenever the
context so permits, be deemed to include a reference to any additional or
alternative clearance system (including, if applicable, SICOVAM) approved by
TMCC and the Agent.
2. STATUS OF NOTES
The Notes will be unsecured general obligations of TMCC and will rank
pari passu with all other unsecured and unsubordinated indebtedness for
borrowed money of TMCC from time to time outstanding.
3. COMPOSITION OF THE ECU
Subject to the provisions of Condition 6(c), the value and composition
of the ECU in which any Notes are denominated, or, in the case of Dual
Currency Notes payable in ECU, in which any such Notes are payable, as the
case may be, will be the same as the composition of the European Currency Unit
that is from time to time used as the unit of account of the European
Communities (the "EC").
I-4
<PAGE>
Pursuant to Council Regulation (EEC) No. 3320/94 of 22nd December, 1994
the ECU is at present defined as the sum of the following components:
0.6242 German mark 0.130 Luxembourg franc
0.08784 Pound sterling 0.1976 Danish krone
1.332 French francs 0.008552 Irish pound
151.8 Italian lire 1.440 Greek drachmas
0.2198 Dutch guilder 6.885 Spanish pesetas
3.301 Belgian francs 1.393 Portuguese escudos
4. INTEREST
(a) INTEREST ON FIXED RATE NOTES
(i) Each Fixed Rate Note bears interest on its principal amount from
(and including) the Interest Commencement Date which is specified in the
applicable Pricing Supplement at the rate(s) per annum equal to the Fixed
Rate(s) of Interest specified in the applicable Pricing Supplement payable in
arrears on the Fixed Interest Date(s) in each year and on the Maturity Date
so specified if it does not fall on a Fixed Interest Date. The first payment
of interest shall be made on the Fixed Interest Date next following the
Interest Commencement Date and, if the first anniversary of the Interest
Commencement Date is not a Fixed Interest Date, will amount to the Initial
Broken Amount specified in the applicable Pricing Supplement. If the Maturity
Date is not a Fixed Interest Date, interest from (and including) the preceding
Fixed Interest Date (or the Interest Commencement Date) to (but excluding) the
Maturity Date will amount to the Final Broken Amount specified in the
applicable Pricing Supplement. Unless otherwise specified in the applicable
Pricing Supplement, if any Fixed Interest Date or Maturity Date would
otherwise fall on a day which is not a Business Day (as defined in the last
paragraph of this Condition 3(a)), it shall be postponed to the next day which
is a Business Day, and no interest will accrue on the amount so payable for
the period from and after such Fixed Interest Date or Maturity Date, as the
case may be.
(ii) If interest is required to be calculated for a period of less
than a full year, such interest shall be calculated on the basis of a 360-day
year consisting of 12 months of 30 days each and, in the case of an incomplete
month, the number of days elapsed or as otherwise specified in the applicable
Pricing Supplement.
(b) INTEREST ON FLOATING RATE NOTES
(i) Interest Payment Dates
Each Floating Rate Note bears interest on its principal amount (or, if
it is a Partly Paid Note, the amount paid up) from (and including) the
Interest Commencement Date specified in the applicable Pricing Supplement and
such interest will be payable in arrears on each interest payment date (each
an "Interest Payment Date") which (except as otherwise specified in these
Terms and Conditions or the applicable Pricing Supplement) falls the number
of months or other period specified as the Interest Period in the applicable
Pricing Supplement after the preceding Interest Payment Date or, in the case
of the first Interest Payment Date, after the Interest Commencement Date.
Unless otherwise specified in the applicable Pricing Supplement, if any
Interest Payment Date would otherwise fall on a day which is not a Business
Day (as defined below), it shall be postponed to the next day which is a
I-5
<PAGE>
Business Day unless it would thereby fall into the next calendar month in
which event the Interest Payment Date shall be brought forward to the
immediately preceding Business Day and, thereafter, each subsequent Interest
Payment Date shall be the last Business Day of the last month of each
subsequent Interest Period.
In this Condition 4, "Business Day" means (unless otherwise stated in
the applicable Pricing Supplement) a day which is both:
(A) a day (other than a Saturday or a Sunday) on which commercial
banks and foreign exchange markets settle payments in London
and/or any other location specified in the applicable Pricing
Supplement; and
(B) either (1) in relation to Notes denominated in a Specified
Currency other than ECU, a day on which commercial banks and
foreign exchange markets settle payments in the principal
financial center of the country of the relevant Specified
Currency (if other than London) or (2) in relation to Notes
denominated in ECU, an ECU Settlement Date (as defined in the
1991 ISDA Definitions, as amended and updated as of the Issue
Date of this Note, published by the International Swaps and
Derivatives Association, Inc. (the "ISDA Definitions")). Unless
otherwise provided in the applicable Pricing Supplement, the
principal financial center of any country for the purpose of
these Terms and Conditions shall be as provided in the ISDA
Definitions (except in the case of New Zealand and Luxembourg,
where the principal financial center will be as specified in the
Pricing Supplement).
(ii) Rate of Interest
The Rate of Interest payable from time to time in respect of each Series
of Floating Rate Notes shall be determined in the manner specified in the
applicable Pricing Supplement.
(iii) ISDA Determination
(A) Where ISDA Determination is specified in the applicable Pricing
Supplement as the manner in which the Rate of Interest is to be
determined, the Rate of Interest shall be determined on such
dates and at such rates as would have been determined by TMCC if
it had entered into an interest rate swap transaction governed by
an agreement (regardless of any event of default or termination
event thereunder) in the form of the 1992 ISDA Master Agreement
(Multicurrency - Cross Border) (the "ISDA Agreement") (copyright
1992) and evidenced by a Confirmation (as defined in the ISDA
Agreement) incorporating the ISDA Definitions with the holder of
the relevant Note under which:
(1) the manner in which the Rate of Interest is to be
determined is the "Floating Rate Option";
(2) TMCC is the "Floating Rate Payer";
(3) the Agent or other person specified in the applicable
Pricing Supplement is the "Calculation Agent";
I-6
<PAGE>
(4) the Interest Commencement Date is the "Effective Date";
(5) the aggregate principal amount of the Series is the
"Notional Amount";
(6) the relevant Interest Period is the "Designated
Maturity";
(7) the Interest Payment Dates are the "Floating Rate Payer
Payment Dates";
(8) the Margin is the "Spread"; and
(9) all other terms are as specified in the applicable
Pricing Supplement.
(B) When Condition 4(b)(iii)(A) applies, with respect to each
relevant Interest Payment Date:
(1) the amount of interest determined for such Interest
Payment Date shall be the Interest Amount for the
relevant Interest Period for the purposes of these Terms
and Conditions as though calculated under Condition
4(b)(vi) below; and
(2) the Rate of Interest for such Interest Period shall be
the Floating Rate (as defined in the ISDA Definitions)
determined by the Agent (or such other agent specified
in the applicable Pricing Supplement) in accordance with
Condition 4(b)(iii)(A), plus or minus (as indicated in
the applicable Pricing Supplement), the applicable
Margin (if any).
(iv) Screen Determination
Screen Rate Determination: Where Screen Rate Determination is specified
in the applicable Pricing Supplement as the manner in which the Rate of
Interest is to be determined, the Rate of Interest for each Interest Period
will be either:
(x) the quotation; or
(y) the arithmetic mean (rounded, if necessary, to the
fourth decimal place with 0.00005 being rounded
upwards) of the offered quotations,
(expressed as a percentage rate per annum), for deposits in the Specified
Currency for that Interest Period which appears or appear, as the case may be,
on the appropriate page of the Screen as at 11:00 a.m. (London time) on the
Interest Determination Date (as defined below) in question plus or minus (as
specified in the applicable Pricing Supplement) the Margin (if any), all as
determined by the Agent;
(A) if, in the case of (x) above, no such rate appears or, in the
case of (y) above, fewer than two of such offered rates appear at
such time or if the offered rate or rates which appears or
I-7
<PAGE>
appear, as the case may be, as at such time do not apply to a
period of a duration equal to the relevant Interest Period, the
Rate of Interest for such Interest Period shall, subject as
provided below and except as otherwise indicated in the
applicable Pricing Supplement, be the arithmetic mean (rounded,
if necessary, to the fourth decimal place with 0.00005 being
rounded upwards) of the offered quotations (expressed as a
percentage rate per annum), of which the Agent is advised by all
Reference Banks (as defined below) as at 11:00 a.m. (London
time) on the Interest Determination Date plus or minus (as
specified in the applicable Pricing Supplement) the Margin (if
any), all as determined by the Agent;
(B) except as otherwise indicated in the applicable Pricing
Supplement, if on any Interest Determination Date to which
Condition 4(b)(iv)(A) applies two or three only of the Reference
Banks advise the Agent of such offered quotations, the Rate of
Interest for the next Interest Period shall, subject as provided
below, be determined as in Condition 4(b)(iv)(A) on the basis of
the rates of those Reference Banks advising such offered
quotations;
(C) if on any Interest Determination Date to which Condition
4(b)(iv)(A) applies one only or none of the Reference Banks
advises the Agent of such rates, the Rate of Interest for the
next Interest Period shall, subject as provided below and except
as otherwise indicated in the applicable Pricing Supplement, be
whichever is the higher of:
(1) the Rate of Interest in effect for the last preceding
Interest Period to which Condition 4(b)(iv)(A) shall have
applied (plus or minus (as specified in the applicable
Pricing Supplement), where a different Margin is to be
applied to the next Interest Period than that which applied
to the last preceding Interest Period, the Margin relating
to the next Interest Period in place of the Margin relating
to the last preceding Interest Period); or
(2) the reserve interest rate (the "Reserve Interest Rate")
which shall be the rate per annum which the Agent
determines to be either (x) the arithmetic mean (rounded,
if necessary, to the fourth decimal place with 0.00005
being rounded upwards) of the lending rates for the
Specified Currency which banks selected by the Agent in
the principal financial center of the country of the
Specified Currency (which, if Australian dollars, shall be
Sydney and if New Zealand dollars, shall be Wellington) are
quoting on the relevant Interest Determination Date for the
next Interest Period to the Reference Banks or those of
them (being at least two in number) to which such
quotations are, in the opinion of the Agent, being so made
plus or minus (as specified in the applicable Pricing
Supplement) the Margin (if any), or (y) in the event that
the Agent can determine no such arithmetic mean, the lowest
I-8
<PAGE>
lending rate for the Specified Currency which banks
selected by the Agent in the principal financial center of
the country of the Specified Currency (which, if Australian
dollars, shall be Sydney and if New Zealand dollars, shall
be Wellington) are quoting on such Interest Determination
Date to leading European banks for the next Interest
Period plus or minus (as specified in the applicable
Pricing Supplement) the Margin (if any), provided that if
the banks selected as aforesaid by the Agent are not
quoting as mentioned above, the Rate of Interest shall be
the Rate of Interest specified in (1) above;
(D) the expression "the appropriate page of the Screen" means such
page, whatever its designation, on which London Interbank Offered
Rates or, if there is only one such rate, that rate for deposits
in the Specified Currency of prime banks that are for the time
being displayed on the Reuters Monitor Money Rates Service or
the appropriate Associated Press-Dow Jones Tele-rate Service, as
specified in the applicable Pricing Supplement;
(E) unless otherwise specified in the applicable Pricing Supplement,
the Reference Banks will be the principal London offices of The
Chase Manhattan Bank, N.A., National Westminster Bank PLC, Swiss
Bank Corporation and The Bank of Tokyo, Ltd. TMCC shall procure
that, so long as any Floating Rate Note to which Condition
4(b)(iv)(A) is applicable remains outstanding, in the case of any
bank being unable or unwilling to continue to act as a Reference
Bank, TMCC shall specify the London office of some other leading
bank engaged in the Eurodollar market to act as such in its
place;
(F) the expression "Interest Determination Date" means, unless
otherwise specified in the applicable Pricing Supplement, (x)
other than in the case of Condition 4(b)(iv)(A), with respect to
Notes denominated in any Specified Currency other than sterling,
the second Banking Day in London prior to the commencement of the
relevant Interest Period and, in the case of Condition
4(b)(iv)(A), the second Banking Day in the principal financial
center of the country of the Specified Currency (which, if
Australian dollars, shall be Sydney and if New Zealand dollars,
shall be Wellington) prior to the commencement of the relevant
Interest Period and (y) with respect to Notes denominated in
sterling, the first Banking Day in London of the relevant
Interest Period; and
(G) the expression "Banking Day" means, in respect of any place, any
day on which commercial banks are open for business (including
dealings in foreign exchange and foreign currency deposits) in
that place or, as the case may be, as indicated in the applicable
Pricing Supplement.
I-9
<PAGE>
(v) Minimum and/or maximum Rate of Interest
If the applicable Pricing Supplement specifies a minimum Rate of
Interest for any Interest Period, then in no event shall the Rate of Interest
for such period be less than such minimum Rate of Interest. If the applicable
Pricing Supplement specifies a maximum Rate of Interest for any Interest
Period, then in no event shall the Rate of Interest for such Interest Period
be greater than such maximum Rate of Interest.
(vi) Determination of Rate of Interest and calculation of Interest
Amount
The Agent will, at or as soon as practicable after each time at which
the Rate of Interest is to be determined, determine the Rate of Interest
(subject to any minimum or maximum Rate of Interest specified in the
applicable Pricing Supplement) and calculate the amount of interest (the
"Interest Amount") payable on the Floating Rate Notes in respect of each
Specified Denomination for the relevant Interest Period. Each Interest Amount
shall be calculated by applying the Rate of Interest to the Specified
Denomination, multiplying such product by the actual number of days in the
Interest Period concerned divided by 360 (or 365/366 in the case of Floating
Rate Notes denominated in sterling), or such other denominator determined by
the Agent to be customary for such calculation or otherwise specified in the
applicable Pricing Supplement, and rounding the result and figure to the
nearest cent (or its approximate equivalent in the relevant other Specified
Currency), half a cent (or its approximate equivalent in the relevant other
Specified Currency) being rounded upwards. Without prejudice to subparagraph
(viii) below, the determination of the Rate of Interest and calculation of
each Interest Amount by the Agent shall (in the absence of manifest error) be
binding on all parties.
(vii) Notification of Rate of Interest and Interest Amount
The Agent will notify or cause to be notified TMCC and any stock
exchange on which the relevant Floating Rate Notes are listed of the Rate of
Interest and each Interest Amount for each Interest Period and the relevant
Interest Payment Date and will cause the same to be published in accordance
with Condition 16 as soon as possible after their determination but in no
event later than the fourth London Business Day thereafter. Each Interest
Amount and Interest Payment Date so notified may subsequently be amended (or
appropriate alternative arrangements made by way of adjustment) without
publication as aforesaid in the event of an extension or shortening of the
Interest Period in accordance with the provisions hereof. Each stock exchange
on which the relevant Floating Rate Notes are for the time being listed will
be promptly notified of any such amendment. For the purposes of this
subparagraph (vii), the expression "London Business Day" means a day (other
than a Saturday or a Sunday) on which banks and foreign exchange markets are
open for business in London.
(viii) Certificates to be final
All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions of this paragraph (b), by the Agent, shall (in
the absence of manifest error) be binding on TMCC, the Agent, the other Paying
Agents and all Noteholders, Receiptholders and Couponholders and (in the
absence as aforesaid) no liability to TMCC, the Noteholders, the
I-10
<PAGE>
Receiptholders or the Couponholders shall attach to the Agent in connection
with the exercise or non-exercise by it of its powers, duties and discretions
pursuant to such provisions.
(ix) Limitations on Interest
In addition to any maximum Rate of Interest which may be applicable to
any Floating Rate Note pursuant to Condition 4(b)(v) above, the interest rate
on Floating Rate Notes shall in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law
of general application.
(c) INDEXED NOTES AND DUAL CURRENCY NOTES
In the case of Indexed Notes or Dual Currency Notes, if the Rate of
Interest or amount of interest fails to be determined by reference to an index
and/or a formula or, as the case may be, an exchange rate, such Rate of
Interest or amount of interest payable shall be determined in the manner
specified in the applicable Pricing Supplement.
(d) ZERO COUPON NOTES
When a Zero Coupon Note becomes due and repayable prior to the Maturity
Date and is not paid when due, the amount due and repayable shall be the
Amortized Face Amount of such Note as determined in accordance with Condition
5(f)(iii). As from the Maturity Date, any overdue principal of such Note shall
bear interest at a rate per annum equal to the Accrual Yield set forth in the
applicable Pricing Supplement.
(e) PARTLY PAID NOTES
In the case of Partly Paid Notes (other than Partly Paid Notes which are
Zero Coupon Notes), interest will accrue as aforesaid on the paid up principal
amount of such Notes and otherwise as specified in the applicable Pricing
Supplement.
(f) ACCRUAL OF INTEREST
Each Note (or in the case of the redemption in part only of a Note, such
part to be redeemed) will cease to bear interest (if any) from the due date
for its redemption unless, upon due presentation thereof, payment of principal
is improperly withheld or refused. In such event, interest will continue to
accrue (as well after as before judgment) until whichever is the earlier of
(i) the day on which all sums due in respect of such Note up to that day are
received by or on behalf of the holder of such Note; and (ii) the day on which
the Agent has notified the holder thereof (either in accordance with Condition
16 or individually) of receipt of all sums due in respect thereof up to that
date.
5. REDEMPTION AND PURCHASE
(a) AT MATURITY
Unless previously redeemed or purchased and cancelled as specified
below, Notes will be redeemed by TMCC at their Final Redemption Amount in the
relevant Specified Currency on the Maturity Date specified in the applicable
Pricing Supplement (in the case of a Note other than a Floating Rate Note) or
I-11
<PAGE>
on the Interest Payment Date falling in the Redemption Month specified in the
applicable Pricing Supplement (in the case of a Floating Rate Note).
(b) REDEMPTION FOR TAX REASONS
TMCC may redeem the Notes of this Series as a whole but not in part at
any time at their Early Redemption Amount, together, if appropriate, with
accrued interest to but excluding the date fixed for redemption, if TMCC shall
determine that as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States of America
or of any political subdivision or taxing authority thereof or therein
affecting taxation, or any change in application or official interpretation
of such laws, regulations or rulings, which amendment or change is effective
on or after the latest Issue Date of the Notes of this Series, TMCC would be
required to pay Additional Amounts, as provided in Condition 9, on the
occasion of the next payment due in respect of the Notes of this Series.
The Notes of this Series are also subject to redemption as a whole but
not in part in the other circumstances described in Condition 9.
Notice of intention to redeem Notes will be given at least once in
accordance with Condition 16 not less than 30 days nor more than 60 days prior
to the date fixed for redemption, provided that no such notice of redemption
shall be given earlier than 90 days prior to the effective date of such change
or amendment and that at the time notice of such redemption is given, such
obligation to pay such Additional Amounts remains in effect. From and after
any redemption date, if monies for the redemption of Notes shall have been
made available for redemption on such redemption date, such Notes shall cease
to bear interest, if applicable, and the only right of the holders of such
Notes and any Receipts or Coupons appertaining thereto shall be to receive
payment of the Early Redemption Amount and, if appropriate, all unpaid
interest accrued to such redemption date.
(c) PRICING SUPPLEMENT
The Pricing Supplement applicable to the Notes of this Series shall
indicate either:
(i) that the Notes of this Series cannot be redeemed prior to their
Maturity Date or, if the Notes of this Series are Floating Rate
Notes, the Interest Payment Date falling in the relevant
Redemption Month (in each case except as otherwise provided in
paragraph (b) above and in Condition 13); or
(ii) that such Notes will be redeemable at the option of TMCC and/or
the holders of the Notes prior to such Maturity Date or, as the
case may be, the Interest Payment Date falling in the relevant
Redemption Month in accordance with the provisions of paragraphs
(d) and/or (e) below on the date or dates and at the amount or
amounts indicated in the applicable Pricing Supplement.
I-12
<PAGE>
(d) REDEMPTION AT THE OPTION OF TMCC
If so specified in the applicable Pricing Supplement, TMCC may, having
(unless otherwise specified in the applicable Pricing Supplement) given not
more than 60 nor less than 30 days notice to the holders of the Notes of this
Series in accordance with Condition 16 (which notice shall be irrevocable),
repay all or some only of the Notes of this Series then outstanding on the
Optional Redemption Date(s) and at the Optional Redemption Amount(s) indicated
in the applicable Pricing Supplement together, if appropriate, with accrued
interest. In the event of a redemption of some only of such Notes of this
Series, such redemption must be for an amount being the Minimum Redemption
Amount or a Higher Redemption Amount, as indicated in the applicable Pricing
Supplement. In the case of a partial redemption of definitive Notes of this
Series, the Notes of this Series to be repaid will be selected individually
by lot not more than 60 days prior to the date fixed for redemption and a list
of the Notes of this Series called for redemption will be published in
accordance with Condition 16 not less than 30 days prior to such date. In the
case of a partial redemption of Notes which are represented by a global Note,
the relevant Notes will be redeemed in accordance with the rules of Euroclear
and/or Cedel. Notes denominated in sterling or French Franc Notes may not be
redeemed pursuant to this paragraph prior to one year from the Issue Date.
Notes denominated in Deutsche Marks may not be redeemed pursuant to this
paragraph prior to two years from the Issue Date.
(e) REDEMPTION AT THE OPTION OF THE NOTEHOLDERS
Unless otherwise specified in the applicable Pricing Supplement, the
Notes will not be subject to repayment at the option of the Noteholders. Notes
denominated in sterling or French Franc Notes may not be redeemed pursuant to
this paragraph prior to one year from the Issue Date. Notes denominated in
Deutsche Marks may not be redeemed pursuant to this paragraph prior to two
years from the Issue Date.
(f) EARLY REDEMPTION AMOUNTS
For the purposes of paragraph (b) above and Condition 13, Notes will be
redeemed at an amount (the "Early Redemption Amount") calculated as follows:
(i) in the case of Notes with a Final Redemption Amount equal to the
Issue Price, at the Final Redemption Amount thereof; or
(ii) in the case of Notes (other than Zero Coupon Notes) with a Final
Redemption Amount which is or may be greater or less than the
Issue Price or which is payable in a Specified Currency other
than that in which the Notes are denominated, at the amount set
out in the applicable Pricing Supplement, or if no such amount or
manner is set out in the applicable Pricing Supplement, at their
principal amount; or
(iii) in the case of Zero Coupon Notes, at an amount (the "Amortized
Face Amount") equal to:
(A) the sum of (x) the Reference Price specified in the
applicable Pricing Supplement and (y) the product of the
Accrual Yield specified in the applicable Pricing
Supplement (compounded annually) being applied to the
Reference Price from (and including) the Issue Date to (but
I-13
<PAGE>
excluding) the date fixed for redemption or (as the case
may be) the date upon which such Note becomes due and
repayable; or
(B) if the amount payable in respect of any Zero Coupon Note
upon redemption of such Zero Coupon Note pursuant to
paragraph (b) above or upon its becoming due and repayable
as provided in Condition 13 is not paid or available for
payment when due, the amount due and repayable in respect
of such Zero Coupon Note shall be the Amortized Face Amount
of such Zero Coupon Note calculated as provided above as
though the references in sub-paragraph (A) to the date
fixed for redemption or the date upon which the Zero Coupon
Note becomes due and repayable were replaced by references
to the date (the "Reference Date") which is the earlier of:
(1) the date on which all amounts due in respect of the
Note have been paid;
(2) the date on which the full amount of the moneys
repayable has been received by the Agent and
notice to that effect has been given in accordance
with Condition 16.
The calculation of the Amortized Face Amount
in accordance with this sub-paragraph (B) will
continue to be made, after as well as before
judgment, until the Reference Date unless the
Reference Date falls on or after the Maturity
Date, in which case the amount due and repayable
shall be the principal amount of such Note
together with interest at a rate per annum equal
to the Accrual Yield.
Unless specified otherwise in the applicable Pricing Supplement, where
any such calculation is to be made for a period of less than a full year, it
shall be made on the basis of a 360-day year consisting of 12 months of 30
days each (or 365/366 days in the case of Notes denominated in sterling) and,
in the case of an incomplete month, the number of days elapsed.
(g) INSTALLMENTS
Any Note which is repayable in installments will be redeemed in the
Installment Amounts and on the Installment Dates specified in the applicable
Pricing Supplement.
(h) PARTLY PAID NOTES
If the Notes are Partly Paid Notes, they will be redeemed, whether at
maturity, early redemption or otherwise in accordance with the provisions of
this Condition 5 as amended or varied by the applicable Pricing Supplement.
I-14
<PAGE>
(i) PURCHASES
TMCC may at any time purchase Notes of this Series (provided that, in
the case of definitive Notes, all unmatured Receipts and Coupons appertaining
thereto are surrendered therewith) in the open market at any price. If
purchases are made by tender, tenders must be available to all holders of
Notes of this Series alike.
(j) CANCELLATION
All Notes redeemed or purchased as aforesaid will be cancelled
forthwith, together with all unmatured Receipts and Coupons attached thereto
or surrendered or purchased therewith, and may not be resold or reissued.
6. PAYMENTS
(a) METHOD OF PAYMENT
Subject as provided below, payments in a currency other than ECU will
be made by transfer to an account in the Specified Currency (which, in the
case of a payment in Yen to a non- resident of Japan, shall be a non-resident
account) maintained by the payee with, or by a check in the Specified Currency
drawn on, a bank (which, in the case of a payment in Yen to a non-resident of
Japan, shall be an authorized foreign exchange bank) in the principal
financial center of the country of such Specified Currency (which, if
Australian dollars, shall be Sydney and if New Zealand dollars, shall be
Wellington); provided, however, a check may not be delivered to an address in,
and an amount may not be transferred to an account at a bank located in, the
United States of America or its possessions by any office or agency of TMCC,
the Agent or any Paying Agent, except as provided in Condition 6(b).
Payments in ECU will be made by credit or transfer to an ECU account
specified by the payee.
Payments will be subject in all cases to any fiscal or other laws and
regulations applicable thereto in the place of payment, but without prejudice
to the provisions of Condition 9.
(b) PRESENTATION OF NOTES, RECEIPTS, COUPONS AND TALONS
Payments of principal in respect of definitive Notes will (subject as
provided below) be made in the Specified Currency against surrender of
definitive Notes and payments of interest in respect of the definitive Notes
will (subject as provided below) be made in the Specified Currency against
surrender of Coupons, in each case at the specified office of any Paying Agent
outside the United States of America and its possessions.
In the case of definitive Notes, payments of principal with respect to
installments (if any), other than the final installment, will (subject as
provided below) be made against presentation and surrender of the relevant
Receipt. Each Receipt must be presented for payment of the relevant
installment together with the relevant definitive Note against which the
amount will be payable with respect to that installment. If any definitive
Note is redeemed or becomes repayable prior to the stated Maturity Date (in
the case of a Note other than a Floating Rate Note) or prior to the Interest
Payment Date falling in the Redemption Month (in the case of a Floating Rate
Note) in respect thereof, principal will be payable on surrender of such
I-15
<PAGE>
definitive Note together with all unmatured Receipts appertaining thereto.
Receipts presented without the definitive Note to which they appertain and
unmatured Receipts do not constitute valid obligations of TMCC.
Upon the date on which any Fixed Rate Notes in definitive form (other
than Dual Currency Notes or Indexed Notes) become due and repayable, such
Notes should be presented for payment together with all unmatured Coupons
appertaining thereto failing which the amount of any missing unmatured Coupon
(or, in the case of payment not being made in full, the same proportion of the
aggregate amount of such missing unmatured Coupon as the sum so paid bears to
the sum due) will be deducted from the sum due for payment. Each amount of
principal so deducted will be paid in the manner mentioned above against
surrender of the relative missing Coupon at any time before the expiry of five
years after the Relevant Date (as defined in Condition 15) in respect of such
principal (whether or not such Coupon would otherwise have become void under
Condition 15). Upon any Fixed Rate Note becoming due and repayable prior to
its Maturity Date, all unmatured Talons (if any) appertaining thereto will
become void and no further Coupons will be issued in respect thereof.
Upon the date on which any Floating Rate Note, Dual Currency Note or
Indexed Note in definitive form becomes due and repayable, all unmatured
Coupons and Talons (if any) relating thereto (whether or not attached) shall
become void and no payment shall be made in respect thereof.
If the due date for redemption of any Note in definitive form is not a
Fixed Interest Date or an Interest Payment Date, interest (if any) accrued
with respect to such Note from and including the preceding Fixed Interest Date
or Interest Payment Date or, as the case may be, the Interest Commencement
Date shall be payable only against surrender of the relevant definitive Note.
Payments of principal and interest (if any) in respect of Notes of this
Series represented by any global Note will (subject as provided below) be made
in the manner specified above (except in the case of Notes denominated or
payable in ECU, when payments will be made as provided in Condition 6(c)) and
otherwise in the manner specified in the relevant global Note against
presentation or surrender, as the case may be, of such global Note at the
specified office of the Agent. A record of each payment made against
presentation or surrender of such global Note, distinguishing between any
payment of principal and any payment of interest, will be made on such global
Note by the Agent and such record shall be prima facie evidence that the
payment in question has been made.
The holder of the relevant global Note shall be the only person entitled
to receive payments in respect of Notes represented by such global Note and
TMCC will be discharged by payment to, or to the order of, the holder of such
global Note with respect to each amount so paid. Each of the persons shown in
the records of Euroclear or Cedel as the holder of a particular principal
amount of Notes must look solely to Euroclear and/or Cedel, as the case may
be, for his share of each payment so made by TMCC to, or to the order of, the
holder of the relevant global Note. No person other than the holder of the
relevant global Note shall have any claim against TMCC in respect of payments
due on that global Note.
I-16
<PAGE>
Notwithstanding the foregoing, payments in respect of the Notes
denominated in U.S. dollars will only be made at the specified office of a
Paying Agent in the United States (which expression, as used herein, means the
United States of America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction)
if:
(i) TMCC has appointed Paying Agents with specified offices
outside the United States with the reasonable expectation that
such Paying Agents would be able to make payment at such
specified offices outside the United States of the full amount
owing in respect of the Notes in the manner provided above when
due;
(ii) payment of the full amount owing in respect of the Notes at
such specified offices outside the United States is illegal or
effectively precluded by exchange controls or other similar
restrictions; and
(iii) such payment is then permitted under United States law
without involving, in the opinion of TMCC, adverse tax
consequences to TMCC.
(c) PAYMENT IN A COMPONENT CURRENCY
If any payment of principal or interest in respect of a Note is to be
made in ECU and, on the relevant due date, the ECU is neither used as the unit
of account of the EC nor as the currency of the European Union, the Agent
shall, without liability on its part and without having regard to the
interests of individual Noteholders, Receiptholders or Couponholders and after
consultation with TMCC if practicable, choose a currency which was a component
of the ECU when the ECU was most recently used as the unit of account of the
EC (the "Chosen Currency") in which all payments due on that due date with
respect to such Notes, Receipts and Coupons shall be made. Notice of the
Chosen Currency selected by the Agent shall, where practicable, be published
in accordance with Condition 16. The amount of each payment in such Chosen
Currency shall be computed on the basis of the equivalent of the ECU in that
currency, determined as set out in this paragraph (c), as of the fourth London
Business Day (as defined in Condition 4(b)(vii)) prior to the date on which
such payment is due.
Without prejudice to the preceding paragraph, on the first London
Business Day from which the ECU ceases to be used as the unit of account of
the EC or as the currency of the European Union, the Agent shall, without
liability on its part and without having regard to the interests of individual
Noteholders, Receiptholders or Couponholders and after consultation with TMCC
if practicable, choose a currency which was a component of the ECU when the
ECU was most recently used as the unit of account of the EC (also, the "Chosen
Currency") in which all payments with respect to Notes, Receipts and Coupons
having a due date prior thereto but not yet presented for payment are to be
made. The amount of each payment in such Chosen Currency shall be computed on
the basis of the equivalent of the ECU in that currency, determined as set out
in this paragraph (c), as of such first London Business Day.
I-17
<PAGE>
The equivalent of the ECU in the relevant Chosen Currency as of any date
(the "Day of Valuation") shall be determined on the following basis by the
Agent. The component currencies of the ECU for this purpose (the "Components")
shall be the currency amounts which were components of the ECU as of the last
date on which the ECU was used as a unit of account of the EC.
The equivalent of the ECU in the Chosen Currency shall be calculated by,
first, aggregating the U.S. dollar equivalents of the Components, and then,
using the rate used for determining the U.S. dollar equivalents of the
Components in the Chosen Currency as set forth below, calculating the
equivalent in the Chosen Currency of such aggregate amount in U.S. dollars.
The U.S. dollar equivalent of each of the Components shall be determined
by the Agent on the basis of the middle spot delivery quotations prevailing
at 11:00 a.m. (London time) on the Day of Valuation, as obtained by the Agent
from one or more leading banks as selected by the Agent in the country of
issue of the Component in question.
If the official unit of any Component is altered by way of combination
or subdivision, the number of units of that Component shall be divided or
multiplied in the same proportion. If two or more Components are consolidated
into a single currency, the amounts of those Components shall be replaced by
an amount in such single currency equal to the sum of the amounts of the
consolidated Components expressed in such single currency. If any Component
is divided into two or more currencies, the amount of that Component shall be
replaced by amounts of such two or more currencies each of which shall be
equal to the amount of the former Component divided by the number of
currencies into which that currency was divided.
If no direct quotations are available for a Component as of a Day of
Valuation from any of the banks selected by the Agent for this purpose because
foreign exchange markets are closed in the country of issue of that currency
or for any other reason, the most recent direct quotations for that currency
obtainable by the Agent shall be used in computing the equivalents of the ECU
on such Day of Valuation; provided, however, that such most recent quotations
may be used only if they were prevailing in the country of issue of such
Component not more than two London Business Days before such Day of Valuation.
If the most recent quotations obtained by the Agent are those which were
so prevailing more than two London Business Days before such Day of Valuation,
the Agent shall determine the U.S. dollar equivalent of such Component on the
basis of cross rates derived from the middle spot delivery quotations for such
Component and for the U.S. dollar prevailing at 11:00 a.m. (London time) on
such Day of Valuation, as obtained by the Agent from one or more leading
banks, as selected by the Agent, in a country other than the country of issue
of such Component. If such most recent quotations obtained by the Agent are
those which were so prevailing not more than two London Business Days before
such Day of Valuation, the Agent shall determine the U.S. dollar equivalent
of such Component on the basis of such cross rates if the Agent judges that
the equivalent so calculated is more representative than the U.S. dollar
equivalent calculated on the basis of such most recent direct quotations.
Unless otherwise determined by the Agent, if there is more than one market for
dealing in any Component by reason of foreign exchange regulations or for any
other reason, the market to be referred to in respect of such currency shall
be that upon which a non-resident issuer of securities denominated in such
currency would purchase such currency in order to make payments in respect of
such securities.
I-18
<PAGE>
All choices and determinations made by the Agent for the purposes of
this paragraph (c) shall be at its sole discretion and without having regard
to individual Noteholders, Receiptholders or Couponholders (after consultation
with TMCC if practicable) and shall, in the absence of manifest error, be
conclusive for all purposes and binding on TMCC and all Noteholders,
Receiptholders and Couponholders.
Whenever a payment is to be made in a Chosen Currency as provided in
this paragraph (c), such Chosen Currency shall be deemed to be the Specified
Currency for the purposes of the other provisions of this Condition 6.
(d) PAYMENT BUSINESS DAY
If the date for payment of any amount in respect of any Note, Receipt
or Coupon is not a Payment Business Day in a place of presentation, the holder
thereof shall not be entitled to payment until the next following Payment
Business Day in the relevant place and shall not be entitled to further
interest or other payment in respect of such delay. For these purposes, unless
otherwise specified in the applicable Pricing Supplement, "Payment Business
Day" means any day which is a day (other than a Saturday or Sunday) on which
commercial banks are open for business and foreign exchange markets settle
payments in the relevant place of presentation and a Business Day as defined
in Condition 4.
(e) INTERPRETATION OF PRINCIPAL AND INTEREST
Any reference in these Terms and Conditions to principal in respect of
the Notes shall be deemed to include, as applicable:
(i) any Additional Amounts which may be payable under Condition 9
in respect of principal;
(ii) the Final Redemption Amount of the Notes;
(iii) the Early Redemption Amount of the Notes;
(iv) in relation to Notes redeemable in installments, the
Installment Amounts;
(v) any premium and any other amounts which may be payable under
or in respect of the Notes;
(vi) in relation to Zero Coupon Notes, the Amortized Face Amount;
and
(vii) the Optional Redemption Amount(s) (if any) of the Notes.
Any reference in these Terms and Conditions to interest in respect of
the Notes shall be deemed to include, as applicable, any Additional Amounts
which may be payable under Condition 9, except as provided in clause (i)
above.
I-19
<PAGE>
7. AGENT AND PAYING AGENTS
The names of the initial Agent and the other initial Paying Agents and
their initial specified offices are set out on the back cover page of the
Offering Circular. In acting under the Agency Agreement, the Agent and the
Paying Agents will act solely as agents of TMCC and do not assume any
obligations or relationships of agency or trust to or with the Noteholders,
Receiptholders or Couponholders, except that (without affecting the
obligations of TMCC to the Noteholders, Receiptholders and Couponholders to
repay Notes and pay interest thereon) funds received by the Agent for the
payment of the principal of or interest on the Notes shall be held in trust
by it for the Noteholders and/or Receiptholders and/or Couponholders until the
expiration of the relevant period of prescription under Condition 15. TMCC
agrees to perform and observe the obligations imposed upon it under the Agency
Agreement and to cause the Agent and the Paying Agents to perform and observe
the obligations imposed upon them under the Agency Agreement. The Agency
Agreement contains provisions for the indemnification of the Agent and the
Paying Agents and for relief from responsibility in certain circumstances, and
entitles any of them to enter into business transactions with TMCC without
being liable to account to the Noteholders, Receiptholders or the
Couponholders for any resulting profit.
TMCC is entitled to vary or terminate the appointment of any Paying
Agent or any other paying agent appointed under the terms of the Agency
Agreement and/or appoint additional or other paying agents and/or approve any
change in the specified office through which any paying agent acts, provided
that:
(i) so long as the Notes of this Series are listed on any stock
exchange, there will at all times be a Paying Agent with a specified
office in each location required by the rules and regulations of the
relevant stock exchange;
(ii) there will at all times be a Paying Agent with a specified
office in a city approved by the Agent in continental Europe; and
(iii) there will at all times be an Agent.
In addition, with respect to Notes denominated in U.S. dollars TMCC
shall forthwith appoint a Paying Agent having a specified office in New York
City in the circumstances described in the final paragraph of Condition 6(b).
Any variation, termination, appointment or change shall only take effect
(other than in the case of insolvency, when it shall be of immediate effect)
after not less than 30 nor more than 45 days prior notice thereof shall have
been given to the Agent and the Noteholders in accordance with Condition 16.
8. EXCHANGE OF TALONS
On and after the Fixed Interest Date or the Interest Payment Date, as
appropriate, on which the final Coupon comprised in any Coupon sheet matures,
the Talon (if any) forming part of such Coupon sheet may be surrendered at the
specified office of the Agent or any other Paying Agent in exchange for a
further Coupon sheet including (if such further Coupon sheet does not include
Coupons to, and including, the final date for the payment of interest due in
respect of the Note to which it appertains) a further Talon, subject to the
provisions of Condition 15. Each Talon shall, for the purposes of these Terms
I-20
<PAGE>
and Conditions, be deemed to mature on the Fixed Interest Date or the Interest
Payment Date (as the case may be) on which the final Coupon comprised in the
relative Coupon sheet matures.
9. PAYMENT OF ADDITIONAL AMOUNTS
TMCC will, subject to certain limitations and exceptions (set forth
below), pay to a Noteholder, Receiptholder or Couponholder who is a United
States Alien (as defined below) such amounts ("Additional Amounts") as may be
necessary so that every net payment of principal or interest in respect of the
Notes, Receipts or Coupons after deduction or withholding for or on account of
any present or future tax, assessment or other governmental charge imposed
upon such Noteholder, Receiptholder or Couponholder, or by reason of the
making of such payment, by the United States or any political subdivision or
taxing authority thereof or therein, will not be less than the amount provided
for in the Notes, Receipts or Coupons. However, TMCC shall not be required to
make any payment of Additional Amounts for or on account of:
(a) any tax, assessment or other governmental charge which
would not have been imposed but for (i) the existence of any present or
former connection between such Noteholder, Receiptholder or
Couponholder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Noteholder,
Receiptholder or Couponholder, if such Noteholder, Receiptholder or
Couponholder is an estate, trust, partnership or corporation) and the
United States, including, without limitation, such Noteholder,
Receiptholder or Couponholder (or such fiduciary, settlor, beneficiary,
member, shareholder or possessor) being or having been a citizen or
resident thereof or being or having been present or engaged in
trade or business therein or having or having had a permanent
establishment therein, or (ii) such Noteholder's, Receiptholder's or
Couponholder's past or present status as a personal holding company,
foreign personal holding company or controlled foreign corporation or
a private foundation (as those terms are defined for United States tax
purposes) or as a corporation which accumulates earnings to avoid
United States federal income tax;
(b) any estate, inheritance, gift, sales, transfer, personal
property or similar tax, assessment or other governmental charge;
(c) any tax, assessment or other governmental charge that would
not have been so imposed but for the presentation of a Note, Receipt
or Coupon for payment on a date more than 15 days after the date on
which such payment became due and payable or the date on which payment
thereof is duly provided for, whichever occurs later;
(d) any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payments of principal or
interest in respect of the Notes, Receipts or Coupons;
(e) any tax, assessment or other governmental charge imposed on
interest received by (i) a 10 percent shareholder of TMCC within the
meaning of Internal Revenue Code Section 871(h)(3)(b) or Section
I-21
<PAGE>
881(c)(3)(b) or (ii) a bank extending credit pursuant to a loan
agreement entered into in the ordinary course of its trade or business;
(f) any tax, assessment or other governmental charge required
to be withheld by any Paying Agent from any payment of principal or
interest in respect of any Note, Receipt or Coupon, if such payment can
be made without such withholding by any other Paying Agent with respect
to the Notes in a Western European city;
(g) any tax, assessment or other governmental charge which
would not have been imposed but for the failure to comply with
certification, information of other reporting requirements concerning
the nationality, residence, identity or connection with the United
States of the Noteholder, Receiptholder or Couponholder or of the
beneficial owner of such Note, Receipt or Coupon, if such compliance is
required by statute or by regulation of the United States Treasury
Department as a precondition to relief or exemption from such tax,
assessment or other governmental charge; or
(h) any combination of items (a), (b), (c), (d), (e), (f) and
(g);
nor shall Additional Amounts be paid to any Noteholder, Receiptholder or
Couponholder who is a fiduciary or partnership or other than the sole
beneficial owner of the Note, Receipt or Coupon to the extent a beneficiary
or settlor with respect to such fiduciary or a member of such partnership or
a beneficial owner of the Note, Receipt or Coupon would not have been entitled
to payment of the Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the holder of the Note, Receipt or Coupon.
The term "United States Alien" means any corporation, individual,
fiduciary or partnership that for United States federal income tax purposes
is a foreign corporation, nonresident alien individual, nonresident alien
fiduciary of a foreign estate or trust, or foreign partnership one or more
members of which is a foreign corporation, nonresident alien individual or
nonresident alien fiduciary of a foreign estate or trust.
If TMCC shall determine that any payment made outside the United States
by TMCC or any of its Paying Agents of the full amount of the next scheduled
payment of either principal or interest due in respect of any Note, Receipt
or Coupon of this Series would, under any present or future laws or
regulations of the United States affecting taxation or otherwise, be subject
to any certification, information or other reporting requirements of any kind,
the effect of which requirements is the disclosure to TMCC, any of its Paying
Agents or any governmental authority of the nationality, residence or identity
(as distinguished from status as a United States Alien) of a beneficial owner
of such Note, Receipt or Coupon who is a United States Alien (other than such
requirements which (i) would not be applicable to a payment made to a
custodian, nominee or other agent of the beneficial owner, or which can be
satisfied by such a custodian, nominee or other agent certifying to the effect
that such beneficial owner is a United States Alien; provided, however, in
each case that payment by such custodian, nominee or agent to such beneficial
owner is not otherwise subject to any requirements referred to in this
sentence, (ii) are applicable only to payment by a custodian, nominee or other
I-22
<PAGE>
agent of the beneficial owner to or on behalf of such beneficial owner, or
(iii) would not be applicable to a payment made by any other paying agent of
TMCC), TMCC shall redeem the Notes of this Series as a whole but not in part
at a redemption price equal to the Early Redemption Amount together, if
appropriate, with accrued interest to, but excluding, the date fixed for
redemption, such redemption to take place on such date not later than one year
after the publication of notice of such determination. If TMCC becomes aware
of an event that might give rise to such certification, information or other
reporting requirements, TMCC shall, as soon as practicable, solicit advice of
independent counsel selected by TMCC to establish whether such certification,
information or other reporting requirements will apply and, if such
requirements will apply, TMCC shall give prompt notice of such determination
(a "Tax Notice") in accordance with Condition 16 stating in such notice the
effective date of such certification, information or other reporting
requirements and, if applicable, the date by which the redemption shall take
place. Notwithstanding the foregoing, TMCC shall not redeem Notes if TMCC
shall subsequently determine not less than 30 days prior to the date fixed for
redemption that subsequent payments would not be subject to any such
requirements, in which case TMCC shall give prompt notice of such
determination in accordance with Condition 16 and any earlier redemption
notice shall thereby be revoked and of no further effect.
Notwithstanding the foregoing, if and so long as the certification,
information or other reporting requirements referred to in the preceding
paragraph would be fully satisfied by payment of a backup withholding tax or
similar charge, TMCC may elect prior to publication of the Tax Notice to have
the provisions described in this paragraph apply in lieu of the provisions
described in the preceding paragraph, in which case the Tax Notice shall state
the effective date of such certification, information or reporting
requirements and that TMCC has elected to pay Additional Amounts rather than
redeem the Notes. In such event, TMCC will pay as Additional Amounts such
amounts as may be necessary so that every net payment made following the
effective date of such certification, information or reporting requirements
outside the United States by TMCC or any of its Paying Agents of principal or
interest due in respect of a Note, Receipt or Coupon to a holder who certifies
to the effect that the beneficial owner of such Note, Receipt or Coupon is a
United States Alien (provided that such certification shall not have the
effect of communicating to TMCC or any of its Paying Agents or any
governmental authority the nationality, residence or identity of such
I-23
<PAGE>
beneficial owner) after deduction or withholding for or on account of such
backup withholding tax or similar charge (other than a backup withholding tax
or similar charge which (i) is imposed as a result of certification,
information or other reporting requirements referred to in the second
parenthetical clause of the first sentence of the preceding paragraph, or (ii)
is imposed as a result of the fact that TMCC or any of its Paying Agents has
actual knowledge that the holder or beneficial owner of such Note, Receipt or
Coupon is not a United States Alien but is within the category of persons,
corporations or other entities described in clause (a)(i) of the third
preceding paragraph, or (iii) is imposed as a result of presentation of such
Note, Receipt or Coupon for payment more than 15 days after the date on which
such payment becomes due and payable or on which payment thereof is duly
provided for, whichever occurs later), will not be less than the amount
provided for in such Note, such Receipt or such Coupon to be then due and
payable. In the event TMCC elects to pay such Additional Amounts, TMCC will
have the right, at its sole option, at any time, to redeem the Notes of this
Series, as a whole but not in part at a redemption price equal to their Early
Redemption Amount, together, if appropriate, with accrued interest to the date
fixed for redemption including any Additional Amounts required to be paid
under this paragraph. If TMCC has made the determination described in the
preceding paragraph with respect to certification, information or other
reporting requirements applicable to interest only and subsequently makes a
determination in the manner and of the nature referred to in such preceding
paragraph with respect to such requirements applicable to principal, TMCC will
redeem the Notes of this Series in the manner and on the terms described in
the preceding paragraph (except as provided below), unless TMCC elects to have
the provisions of this paragraph apply rather than the provisions of the
immediately preceding paragraph. If in such circumstances the Notes are to be
redeemed, TMCC will be obligated to pay Additional Amounts with respect to
interest, if any, accrued to the date of redemption. If TMCC has made the
determination described in the preceding paragraph and subsequently makes a
determination in the manner and of the nature referred to in such preceding
paragraph that the level of withholding applicable to principal or interest
has been increased, TMCC will redeem the Notes of this Series in the manner
and on the terms described in the preceding paragraph (except as provided
below), unless TMCC elects to have the provisions of this paragraph apply
rather than the provisions of the immediately preceding paragraph. If in such
circumstances the Notes are to be redeemed, TMCC will be obligated to pay
Additional Amounts with respect to the original level of withholding on
principal and interest, if any, accrued to the date of redemption.
10. NEGATIVE PLEDGE
The Notes will not be secured by any mortgage, pledge or other lien.
TMCC shall not pledge or otherwise subject to any lien any property or assets
of TMCC unless the Notes are secured by such pledge or lien equally and
ratably with all other obligations secured thereby so long as such obligations
shall be so secured; provided, however, that such covenant will not apply to
liens securing obligations which do not in the aggregate at any one time
outstanding exceed 5% of Consolidated Net Tangible Assets (as defined below)
of TMCC and its consolidated subsidiaries and also will not apply to:
I-24
<PAGE>
(a) the pledge of any assets of TMCC to secure any financing by TMCC
of the exporting of goods to or between, or the marketing thereof in,
countries other than the United States in connection with which TMCC reserves
the right, in accordance with customary and established banking practice, to
deposit, or otherwise subject to a lien, cash, securities or receivables, for
the purpose of securing banking accommodations or as the basis for the
issuance of bankers' acceptances or in aid of other similar borrowing
arrangements;
(b) the pledge of receivables payable in currencies other than United
States dollars to secure borrowings in countries other than the United States;
(c) any deposit of assets of TMCC with any surety company or clerk
of any court, or in escrow, as collateral in connection with, or in lieu of,
any bond on appeal by TMCC from any judgment or decree against it, or in
connection with other proceedings in actions at law or in equity by or against
TMCC or in favor of any governmental bodies to secure progress, advance or
other payments in the ordinary course of TMCC's business;
(d) any lien or charge on any property of TMCC, tangible or
intangible, real or personal, existing at the time of acquisition or
construction of such property (including acquisition through merger or
consolidation) or given to secure the payment of all or any part of the
purchase or construction price thereof or to secure any indebtedness incurred
prior to, at the time of, or within one year after, the acquisition or
completion of construction thereof for the purpose of financing all or any
part of the purchase or construction price thereof;
(e) any lien in favor of the United States of America or any state
thereof or the District of Columbia, or any agency, department or other
instrumentality thereof, to secure progress, advance or other payments
pursuant to any contract or provisions of any statute;
(f) any lien securing the performance of any contract or undertaking
not directly or indirectly in connection with the borrowing of money,
obtaining of advances or credit or the securing of debt, if made and
continuing in the ordinary course of business;
(g) any lien to secure non-recourse obligations in connection with
TMCC's engaging in leveraged or single- investor lease transactions; and
(h) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any l lien, charge or
pledge referred to in clauses (a) through (g) above; provided, however, that
the amount of any and all obligations and indebtedness secured thereby will
not exceed the amount thereof so secured immediately prior to the time of such
extension, renewal or replacement, and that such extension, renewal or
replacement will be limited to all or a part of the property which secured the
charge or lien so extended, renewed or replaced (plus improvements on such
property).
I-25
<PAGE>
"Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles of TMCC and its consolidated subsidiaries, all as set forth on the
most recent balance sheet of TMCC and its consolidated subsidiaries prepared
in accordance with generally accepted accounting principles as practiced in
the United States.
11. CONSOLIDATION OR MERGER
TMCC may consolidate with, or sell, lease or convey all or substantially
all of its assets as an entirety to, or merge with or into any other
corporation provided that in any such case, (i) either TMCC shall be the
continuing corporation, or the successor corporation shall be a corporation
organized and existing under the laws of the United States of America or any
state thereof and such successor corporation shall expressly assume the due
and punctual payment of the principal of and interest (including Additional
Amounts as provided in Condition 9) on all the Notes, Receipts and Coupons,
according to their tenor, and the due and punctual performance and observance
of all of the covenants and conditions of this Note to be performed by TMCC
by an amendment to the Agency Agreement executed by such successor
corporation, TMCC and the Agent, and (ii) immediately after giving effect to
such transaction, no Event of Default under Condition 13, and no event which,
with notice or lapse of time or both, would become such an Event of Default
shall have happened and be continuing. In case of any such consolidation,
merger, sale, lease or conveyance and upon any such assumption by the
successor corporation, such successor corporation shall succeed to and be
substituted for TMCC, with the same effect as if it had been named herein as
TMCC, and the predecessor corporation, except in the event of a conveyance by
way of lease, shall be relieved of any further obligation under this Note and
the Agency Agreement.
12. MEETINGS, MODIFICATIONS AND WAIVERS
The Agency Agreement contains provisions, which, unless otherwise
provided in the Pricing Supplement, are binding on TMCC, the Noteholders, the
Receiptholders and the Couponholders, for convening meetings of holders of
Notes, Receipts and Coupons to consider matters affecting their interests,
including the modification or waiver of the Terms and Conditions applicable
to the Notes.
The Agency Agreement, the Notes and any Receipts and Coupons attached
to the Notes may be amended by TMCC (and, in the case of the Agency Agreement,
the Agent) (i) for the purpose of curing any ambiguity, or for curing,
correcting or supplementing any defective provision contained therein, or to
evidence the succession of another corporation to TMCC as provided in
Condition 11, (ii) to make any further modifications of the terms of the
Agency Agreement necessary or desirable to allow for the issuance of any
additional Notes (which modifications shall not be materially adverse to
holders of outstanding Notes) or (iii) in any manner which TMCC (and, in the
case of the Agency Agreement, the Agent) may deem necessary or desirable and
which shall not materially adversely affect the interests of the holders of
the Notes, Receipts and Coupons, to all of which each holder of Notes,
Receipts and Coupons shall, by acceptance thereof, consent. In addition, with
the written consent of the holders of not less than a majority in aggregate
I-26
<PAGE>
principal amount of the Notes then outstanding affected thereby, or by a
resolution adopted by a majority in aggregate principal amount of such
outstanding Notes affected thereby present or represented at a meeting of such
holders at which a quorum is present, as provided in the Agency Agreement
(provided that such resolution shall be approved by the holders of not less
than 25 percent of the aggregate principal amount of Notes affected thereby
then outstanding), TMCC and the Agent may from time to time and at any time
enter into agreements modifying or amending the Agency Agreement or the terms
and conditions of the Notes, Receipts and Coupons for the purpose of adding
any provisions to or changing in any manner or eliminating any provisions of
the Agency Agreement or of modifying in any manner the rights of the holders
of Notes, Receipts and Coupons; provided, however, that no such agreement
shall, without the consent or the affirmative vote of the holder of each Note
affected thereby, (i) change the stated maturity of the principal of or any
installment of interest on any Note, (ii) reduce the principal amount of or
interest on any Note, (iii) change the obligation of TMCC to pay Additional
Amounts as provided in Condition 9, (iv) reduce the percentage in principal
amount of outstanding Notes the consent of the holders of which is necessary
to modify or amend the Agency Agreement or the terms and conditions of the
Notes or to waive any future compliance or past default, or (v) reduce the
percentage in principal amount of outstanding Notes the consent of the holders
of which is required at any meeting of holders of Notes at which a resolution
is adopted. The quorum at any meeting called to adopt a resolution will be
persons holding or representing a majority in aggregate principal amount of
the Notes at the time outstanding affected thereby and at any adjourned
meeting will be one or more persons holding or representing 25 percent in
aggregate principal amount of such Notes at the time outstanding affected
thereby. Any instrument given by or on behalf of any holder of a Note in
connection with any consent to any such modification, amendment or waiver will
be irrevocable once given and will be conclusive and binding on all subsequent
holders of such Note. Any modifications, amendments or waivers to the Agency
Agreement or to the terms and conditions of the Notes, Receipts and Coupons
will be conclusive and binding on all holders of Notes, Receipts and Coupons,
whether or not they have given such consent or were present at any meeting,
and whether or not notation of such modifications, amendments or waivers is
made upon the Notes, Receipts and Coupons. It shall not be necessary for the
consent of the holders of Notes under this Condition 12 to approve the
particular form of any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof.
Notes authenticated and delivered after the execution of any amendment
to the Agency Agreement, Notes, Receipts or Coupons may bear a notation in
form approved by the Agent as to any matter provided for in such amendment to
the Agency Agreement.
New Notes so modified as to conform, in the opinion of the Agent and
TMCC, to any modification contained in any such amendment may be prepared by
TMCC, authenticated by the Agent and delivered in exchange for the Notes then
outstanding.
For the purposes of this Condition 12 and Condition 13 below, the term
"outstanding" means, in relation to the Notes, all Notes issued under the
Agency Agreement other than (i) those which have been redeemed in full in
accordance with the Agency Agreement or these Terms and Conditions,
I-27
<PAGE>
(ii) those in respect of which the date for redemption in accordance with
these Terms and Conditions has occurred and the redemption moneys therefor
(including all interest (if any) accrued thereon to the date for such
redemption and any interest (if any) payable under these Terms and Conditions
after such date) have been duly paid to the Agent as provided in the Agency
Agreement (and, where appropriate, notice has been given to the Noteholders
in accordance with Condition 16) and remain available for payment against
presentation of the Notes, (iii) those which have become void under Condition
15, (iv) those which have been purchased and cancelled as provided in
Condition 5, (v) those mutilated or defaced notes which have been surrendered
in exchange for replacement Notes pursuant to Condition 14, (vi) (for the
purposes only of determining how many Notes are outstanding and without
prejudice to their status for any other purpose) those Notes alleged to have
been lost, stolen or destroyed and in respect of which replacement Notes have
been issued pursuant to Condition 14 and (vii) temporary global Notes to the
extent that they shall have been duly exchanged in whole for permanent global
Notes or definitive Notes and permanent global Notes to the extent that they
shall have been duly exchanged in whole for definitive Notes, in each case
pursuant to their respective provisions.
13. DEFAULT AND ACCELERATION
(a) In the event that (each an "Event of Default"):
(i) default shall be made in the payment when due of any
installment of interest or any Additional Amounts on any of the Notes
continued for a period of 30 days after the date when due; or
(ii) default shall be made for more than three days in the
payment when due of the principal of any Note (whether at maturity or
upon redemption or otherwise); or
(iii) default in the deposit of any sinking fund payment with
respect to any Note when and as due; or
(iv) TMCC shall fail to perform or observe any other term,
covenant or agreement contained in the Terms and Conditions applicable
to any of the Notes or in the Agency Agreement for a period of 60 days
after the date on which written notice of such failure, requiring TMCC
to remedy the same, first shall have been given to the Agent and TMCC
by the holders of at least 25 percent in aggregate principal amount of
the Notes then outstanding; or
(v) there is an acceleration of, or failure to pay when due and
payable, any indebtedness for money borrowed of TMCC exceeding
$10,000,000 and such acceleration is not rescinded or annulled, or such
indebtedness is not discharged, within 10 days after written notice
thereof has first been given to TMCC and the Agent by the holders of
not less than 10 percent in aggregate principal amount of Notes then
outstanding; or
(vi) the entry by a court having competent jurisdiction of (a)
a decree or order granting relief in respect of TMCC in an involuntary
proceeding under any applicable bankruptcy, insolvency reorganization
or other similar law and such decree or order shall remain unstayed and
in effect for a period of 60 consecutive days; or (b) a decree or order
I-28
<PAGE>
adjudging TMCC to be insolvent, or approving a petition seeking
reorganization, arrangement, adjustment or composition of TMCC and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or (c) a final and non-appealable order appointing a
custodian, receiver, liquidator, assignee, trustee or other similar
official of TMCC or of any substantial part of the property of TMCC, or
ordering up the winding up or liquidation of the offices of TMCC; or
(vii) the commencement by TMCC of a voluntary proceeding under
any applicable bankruptcy, insolvency, reorganization or other similar
law or of a voluntary proceeding seeking to be adjudicated insolvent or
the consent of TMCC to the entry of a decree or order for relief in an
involuntary proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any
insolvency proceedings against it, or the filing by TMCC of a petition
or answer or consent seeking reorganization or relief under any
applicable law, or the consent by TMCC to the filing of such petition
or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or similar official of TMCC or any
substantial part of the property of TMCC or the making by TMCC of an
assignment for the benefit of creditors, or the taking of corporate
action by TMCC in furtherance of any such action;
then the holder of any Note may, at its option, declare the principal of such
Note and the interest, if any, accrued thereon to be due and payable
immediately by written notice to TMCC and the Agent at its main office in
London, and unless all such defaults shall have been cured by TMCC prior to
receipt of such written notice, the principal of such Note and the interest,
if any, accrued thereon shall become and be immediately due and payable.
At any time after such a declaration of acceleration with respect to the
Notes has been made and before a judgment or decree for payment of the money
due with respect to any Note has been obtained by any Noteholder, such
declaration and its consequences may be rescinded and annulled upon the
written consent of holders of a majority in aggregate principal amount of the
Notes then outstanding, or by resolution adopted by a majority in aggregate
principal amount of the Notes present or represented at a meeting of holders
of the Notes at which a quorum is present, as provided in the Agency
Agreement, if:
(1) TMCC has paid or deposited with the Agent a sum sufficient to pay
(A) all overdue installments of interest on the Notes,
(B) the principal of Notes which has become due otherwise than
by such declaration of acceleration; and
(2) all Events of Default with respect to the Notes, other than the
non-payment of the principal of such Notes which has become due solely by such
declaration of acceleration, have been cured or waived as provided in
paragraph (b) below.
No such rescission shall affect any subsequent default or impair any right
consequent thereon.
I-29
<PAGE>
(b) Any Events of Default by TMCC, other than the events described in
paragraph (a)(i) or (a)(ii) above or in respect of a covenant or provision
which cannot be modified and amended without the written consent of the
holders of all outstanding Notes, may be waived by the written consent of
holders of a majority in aggregate principal amount of the Notes then
outstanding affected thereby, or by resolution adopted by the holders of a
majority in aggregate principal amount of such Notes then outstanding present
or represented at a meeting of holders of the Notes affected thereby at which
a quorum is present, as provided in the Agency Agreement.
14. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS
Should any Note, Receipt, Coupon or Talon be mutilated, defaced or
destroyed or be lost or stolen, it may be replaced at the specified office of
the Agent in London (or such other place outside the United States as may be
notified to the Noteholders), in accordance with all applicable laws and
regulations, upon payment by the claimant of the expenses incurred by TMCC and
the Agent in connection therewith and on such terms as to evidence, indemnity,
security or otherwise as TMCC and the Agent may require. Mutilated or defaced
Notes, Receipts, Coupons or Talons must be surrendered before replacements
will be issued.
15. PRESCRIPTION
The Notes, Receipts and Coupons will become void unless presented for
payment within a period of five years from the Relevant Date (as defined
below) relating thereto. Any moneys paid by TMCC to the Agent for the payment
of principal or interest in respect of the Notes and remaining unclaimed for
a period of one year shall forthwith be repaid to TMCC and holders shall
thereafter look only to TMCC for payment thereof. All liability with respect
thereto shall cease when the Notes, Receipts and Coupons become void.
As used herein, the "Relevant Date" means:
(A) the date on which such payment first becomes due; or
(B) if the full amount of the moneys payable has not been received by
the Agent on or prior to such due date, the date on which, the
full amount of such moneys having been so received, notice to
that effect shall have been given to the Noteholders in
accordance with Condition 16.
16. NOTICES
All notices regarding the Notes shall be published in one leading
English language daily newspaper with circulation in London (which is expected
to be the Financial Times in London) or, if this is not practicable, one other
such English language newspaper as TMCC, in consultation with the Agent, shall
decide. In addition, with respect to any Notes quoted on the Paris Bourse, and
so long as that exchange so requires, any notice to the holder of such Notes
or the Coupons relating thereto will be validly given if published in a daily
newspaper of general circulation in Paris (which is expected to be l'Agence
Economique et Financiere), or if this is not practicable, in a newspaper of
general circulation in France as determined by TMCC, in consultation with the
I-30
<PAGE>
Agent. TMCC shall also ensure that notices are duly published in a manner
which complies with the rules and regulations of any stock exchange on which
the Notes are for the time being listed. Any such notice shall be deemed to
have been given on the date of the first publication.
Until such time as any definitive Notes are issued, there may, so long
as the global Notes for this Series are held in their entirety on behalf of
Euroclear and Cedel, be substituted for such publication in such newspaper the
delivery of the relevant notice to Euroclear and Cedel for communication by
them to the holders of the Notes of this Series. Any such notice shall be
deemed to have been given to the holders of the Notes of this Series on the
seventh day after the day on which the said notice was given to Euroclear and
Cedel, or on such other day as is specified in the applicable Pricing
Supplement.
Notices to be given by any holder of the Notes of this Series shall be
in writing and given by lodging the same, together with the relevant Note or
Notes, with the Agent. While any of the Notes of this Series are represented
by a global Note, such notice may be given by any holder of a Note of this
Series to the Agent via Euroclear and/or Cedel, as the case may be, in such
manner as the Agent and Euroclear and/or Cedel, as the case may be, may
approve for this purpose.
17. GOVERNING LAW
The Agency Agreement and the Notes, the Receipts and the Coupons are
governed by, and shall be construed in accordance with, the laws of the State
of New York, United States of America, applicable to agreements made and to
be performed wholly within such jurisdiction.
I-31
<PAGE>
Exhibit II to Amendment
No. 1 to the Amended and
Restated Agency Agreement
APPENDIX B
----------
FORMS OF GLOBAL AND DEFINITIVE NOTES, COUPONS,
----------------------------------------------
RECEIPTS AND TALONS
-------------------
PART 1
------
FORM OF TEMPORARY GLOBAL NOTE OF
--------------------------------
TOYOTA MOTOR CREDIT CORPORATION
-------------------------------
[THE ISSUER IS NOT AN INSTITUTION AUTHORIZED UNDER THE BANKING ACT 1987 AND
THIS IS A MEDIUM-TERM NOTE ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987. REPAYMENT OF THE PRINCIPAL AND THE PAYMENT
OF ANY INTEREST IN CONNECTION WITH THIS MEDIUM-TERM NOTE HAVE NOT BEEN
GUARANTEED].1
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)
TEMPORARY GLOBAL NOTE
representing
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
Serial No. [ ]
The Notes represented by this Temporary Global Note are listed
on The International Stock Exchange of the United Kingdom
and the Republic of Ireland Limited
(the "London Stock Exchange")2
- ------------------------
1 Delete in the case of all Notes other than Notes denominated in sterling.
2 Delete in the cast of a Series of unlisted Notes or add reference to
other stock exchange, if applicable.
II-1
<PAGE>
This Note is a Temporary Global Note in respect of a duly authorized
issue of [Specified Currency and Principal Amount of Series] Euro Medium-Term
Notes Due [Year of Maturity] (the "Notes") of [Specified Currency and
Specified Denomination] each of Toyota Motor Credit Corporation (the
"Company"). References herein to the Conditions shall be to the Terms and
Conditions of the Notes (the "Conditions") as set out in Appendix A to the
Agency Agreement (as defined below) as modified and supplemented by the
information set out in the Pricing Supplement (the "Pricing Supplement")
(which is attached hereto), provided that, in the event of any conflict
between the provisions of the Conditions and the information set out in the
Pricing Supplement, the latter shall prevail. Words and expressions defined
in the Conditions and the Pricing Supplement and not otherwise defined herein
shall have the same meanings when used herein.
This Temporary Global Note is issued subject to, and with the benefit
of, the Conditions and an Amended and Restated Agency Agreement (the "Agency
Agreement", which expression shall be construed as a reference to that
agreement as the same may be amended or supplemented from time to time) dated
July 28, 1994, between the Company and The Chase Manhattan Bank, N.A. (the
"Agent") and the other agents named therein.
This Temporary Global Note is to be held by a common depositary for
Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear System and Cedel Bank, societe anonyme ("Cedel") on behalf of
account holders which have the Notes represented by this Temporary Global Note
credited to their respective securities accounts with Euroclear or Cedel from
time to time.
For value received, the Company, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof on [each Installment Date the
relevant Installment Amount] the [Maturity Date] [Interest Payment Date
falling in the Redemption Month], or on such earlier date as the Notes may
become due and repayable in accordance with the Conditions, the amount payable
under the Conditions on redemption of the Notes then represented by this
Temporary Global Note and to pay interest (if any) on the principal amount of
the Notes from time to time represented by this Temporary Global Note
calculated and payable as provided in the Conditions together with any other
sums payable under the Conditions, upon presentation and, at maturity,
surrender of this Temporary Global Note at the principal office of the Agent
in London, England, or at the offices of any of the other paying agents
located outside the United States (as defined below) (except as provided in
the Conditions) from time to time appointed by the Company in respect of the
Notes, but in each case subject to the requirements as to certification
provided herein. Any monies paid by the Company to the Agent for the payment
II-2
<PAGE>
of or interest on any Notes and remaining unclaimed at the end of one year
after such principal or interest shall have become due and payable (whether
at maturity, upon call for redemption or otherwise) shall then be repaid to
the Company and upon such repayment all liability of the Agent with respect
thereto shall thereupon cease, without, however, limiting in any way any
obligation the Company may have to pay the principal of or interest on this
Note as the same shall become due. On any payment of an installment or
interest being made details of such payment shall be entered by or on behalf
of the Company in Schedule One hereto and the relevant space in Schedule One
hereto recording any such payment shall be signed by or on behalf of the
Company.
On any redemption or purchase and cancellation of any of the Notes
represented by this Temporary Global Note, details of such redemption or
purchase and cancellation shall be entered by or on behalf of the Company in
Schedule Two hereto and the relevant space in Schedule Two hereto recording
any such redemption or purchase and cancellation shall be signed by or on
behalf of the Company. Upon any such redemption or purchase and cancellation,
the principal amount of this Temporary Global Note and the Notes represented
by this Temporary Global Note shall be reduced by the principal amount so
redeemed or purchased and cancelled.
Prior to the Exchange Date (as defined below), all payments (if any) on
this Temporary Global Note will only be made to the bearer hereof to the
extent that there is presented to the Agent by Euroclear or Cedel a
certificate, substantially in the form set out in Schedule Three hereto, to
the effect that it has received from or in respect of a person entitled to a
particular principal amount of the Notes (as shown by its records) a
certificate from such person in or substantially in the form of Certificate
"A" as set out in Schedule Three hereto. After the Exchange Date the holder
of this Temporary Global Note will not be entitled to receive any payment of
interest hereon.
On or after the date which is 40 days after the Issue Date (the
"Exchange Date"), this Temporary Global Note may be exchanged, in whole or in
part for, as determined by the Company or as specified in the Pricing
Supplement, either Definitive Notes and (if applicable) Receipts, Coupons and
Talons in or substantially in the forms set out in Parts 3, 4, 5 and 6,
respectively, of Appendix B of the Agency Agreement (on the basis that all
appropriate details have been included on the face of such Definitive Notes
and (if applicable) Receipts, Coupons and Talons and the Pricing Supplement
(or the relevant provisions of the Pricing Supplement) have either been
endorsed on or attached to such Definitive Notes) and/or, a Permanent Global
Note in the form set out in Part 2 of Appendix B to the Agency Agreement
(together with the Pricing Supplement attached thereto) upon presentation of
II-3
<PAGE>
this Temporary Global Note by the bearer hereof at the offices of the Agent
in London, England (or at such other place outside the United States of
America, its territories and possessions, any State of the United States and
the District of Columbia (the "United States") as the Agent may agree).
Definitive Notes or the Permanent Global Note shall be so issued and delivered
in exchange for only that portion of this Temporary Global Note in respect of
which there shall have been presented to the Agent by Euroclear or Cedel a
certificate, substantially in the form set out in Schedule Three hereto, to
the effect that it has received from or in respect of a person entitled to a
particular principal amount of the Notes (as shown by its records) a
certificate from such person in or substantially in the form of Certificate
"A" as set out in Schedule Three hereto and, in the case of Definitive Notes,
subject to such notice period as may be specified in the Pricing Supplement.
If Definitive Notes and (if applicable) Receipts, Coupons and Talons have
already been issued in exchange for all the Notes represented for the time
being by the Permanent Global Note, then this Temporary Global Note may only
thereafter be exchanged for Definitive Notes and (if applicable) Receipts,
Coupons and Talons pursuant to the terms hereof.
On an exchange of the whole of this Temporary Global Note, this
Temporary Global Note shall be surrendered to the Agent. On an exchange of
part only of this Temporary Global Note, details of such exchange shall be
entered by or on behalf of the Company in Schedule Two hereto and the relevant
space in Schedule Two hereto recording such exchange shall be signed by or on
behalf of the Company. If, following the issue of a Permanent Global Note in
exchange for some of the Notes represented by this Temporary Global Note,
further Notes represented by this Temporary Global Note are to be exchanged
pursuant to this paragraph, such exchange may be effected, without the issue
of a new Permanent Global Note, by the Company or its agent endorsing Schedule
Two of the Permanent Global Note previously issued to reflect an increase in
the aggregate principal amount of the Permanent Global Note which would
otherwise have been issued on such exchange.
Until the exchange of the whole of this Temporary Global Note as
aforesaid, the bearer hereof shall in all respects (except as otherwise
provided herein) be entitled to the same benefits as if it were the bearer of
Definitive Notes, Receipts and Coupons in the form set out in Part 3, Part 4
and Part 5, respectively, of Appendix B to the Agency Agreement.
[The Company has complied with its obligations under any rules (the
"listing rules") made under Section 142(6) of the Financial Services Act 1986
in respect of its debt securities listed on The International Stock Exchange
of the United Kingdom and the Republic of Ireland Limited. Since information
II-4
<PAGE>
was last provided in compliance with those obligations, the Company, having
made all reasonable enquiries, has not become aware of any change in
circumstances which could reasonably be regarded as significantly and
adversely affecting its ability to meet its obligations in respect hereof as
they fall due.]3
This Temporary Global Note is governed by, and shall be construed in
accordance with, the laws of the State of New York, United States of America,
applicable to agreements made and to be performed wholly within such
jurisdiction.
This Temporary Global Note shall not be valid unless authenticated by
the Agent. This Temporary Global Note may be duly executed on behalf of the
Company by manual or facsimile signature.
- ------------------------
3 Delete in the case of all Notes other than Notes denominated in sterling.
II-5
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Temporary Global Note to
be duly executed on its behalf.
TOYOTA MOTOR CREDIT CORPORATION
Dated:
By:
--------------------------
John McGovern
Senior Vice President
FISCAL AGENT'S CERTIFICATE OF ATTEST:
AUTHENTICATION
This is one of the Temporary
Global Notes described in the ----------------------------
within mentioned Agency Agree- Wolfgang Jahn
ment. Senior Vice President
and General Manager
By or on behalf of
THE CHASE MANHATTAN BANK, N.A.
as Fiscal Agent
By:
--------------------------
(Authorized Signatory)
II-6
<PAGE>
Schedule One
------------
PART I
------
INTEREST PAYMENTS
-----------------
Confirmation of
Total Amount payment by or
Interest Date of of Interest Amount of on behalf of
Payment Date Payment Payable Interest Paid the Company
- ---------------------------------------------------------------------------
First --------- ------------ ------------- ---------------
Second --------- ------------ ------------- ---------------
[continue numbering until the appropriate number of interest payment dates for
the particular Series of Notes is reached]
II-7
<PAGE>
PART II
-------
INSTALLMENT PAYMENTS
--------------------
Confirmation of
Total Amount Amount of payment by or
Interest Date of of Installments Installments on behalf of
Payment Date Payment Payable Paid the Company
- -------------------------------------------------------------------------
First ------- --------------- ------------ ----------------
Second ------- --------------- ------------ ----------------
[continue numbering until the appropriate number of installment payment dates
for the particular Series of Notes is reached]
II-8
<PAGE>
<TABLE>
<CAPTION>
Schedule Two
------------
SCHEDULE OF EXCHANGES
---------------------
FOR NOTES REPRESENTED BY A PERMANENT GLOBAL NOTE OR
---------------------------------------------------
DEFINITIVE NOTES, OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
---------------------------------------------------------------
The following exchanges of a part of this Temporary Global Note for Notes
represented by a Permanent Global Note or Definitive Notes or redemptions or
purchases and cancellation of this Temporary Global Note have been made:
<S> <S> <S> <S> <S>
Part of principal
amount of this
Temporary Remaining Remaining
Global Note principal amount payable
exchanged for amount of this under this
Notes represented Temporary Temporary
by a Permanent Global Note Global Note
Date of Global Note or following such following such
exchange, or Definitive Notes exchange, or exchange, or
redemption or or redeemed or redemption or redemption or Notation made
purchase and purchased and purchase and purchase and by or on behalf
cancellation cancelled cancellation cancellation of the Company
- ------------------------------------------------------------------------------
- ------------ ----------------- -------------- -------------- ---------------
- ------------ ----------------- -------------- -------------- ---------------
- ------------ ----------------- -------------- -------------- ---------------
- ------------ ----------------- -------------- -------------- ---------------
</TABLE>
II-9
<PAGE>
Schedule Three
--------------
FORM OF CERTIFICATE TO BE PRESENTED BY
EUROCLEAR OR CEDEL
------------------
TOYOTA MOTOR CREDIT CORPORATION
[Title of Notes]
(the "Securities")
This is to certify that, based solely on certifications we have received in
writing, by telex or by electronic transmission from member organizations
appearing in our records as persons being entitled to a portion of the
principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in the Agency Agreement, as of the date hereof, [ ]
principal amount of above-captioned Securities (i) is owned by persons that
are not citizens or residents of the United States, partnerships, corporations
or other entities created or organized under the laws of the United States or
any estate or trust the income of which is subject to United States federal
income taxation regardless of its source ("United States persons"), (ii) is
owned by United States persons that (a) are foreign branches of United States
financial institutions (as defined in U.S. Treasury Regulations Section 1.165-
12(c)(1)(v)) ("financial institutions") purchasing for their own account or
for resale, or (b) acquired the Securities through foreign branches of United
States financial institutions and who hold the securities through such United
States financial institutions on the date hereof (and in either case (a) or
(b), each such United States financial institution has agreed, on its own
behalf, or through its agent, that we may advise the Company or the Company's
agent that it will comply with the requirements of Section 165(j)(3)(A), (B)
or (C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by the United States or foreign financial
institutions for purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the
further effect that United States or foreign financial institutions described
in clause (iii) (whether or not also described in clause (i) or (ii)) have
certified that they have not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.
As used herein, "United States" means the United States of America (including
the States and the District of Columbia); and its "possessions" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.
II-10
<PAGE>
We further certify (i) that we are not making available herewith for exchange
(or, if relevant, exercise of any rights or collection of any interest) any
portion of the temporary global Security excepted in such Member Organization
certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of
the part submitted herewith for exchange (or, if relevant, exercise of any
rights or collection of any interest) are no longer true and cannot be relied
upon at the date hereof.
We will retain all certificates received from Member Organizations
for the period specified in U.S. Treasury Regulation
Section 1.163-5(c)(2)(i)(D)(3)(i)(C).
We understand that this certification is required in connection with certain
tax laws of the Unites States. In connection therewith, if administrative and
legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.
Dated: , 199 *.
Yours faithfully,
[MORGAN GUARANTY TRUST
COMPANY OF NEW YORK,
Brussels
office, as operator of the
Euroclear System]
or
Cedel Bank, societe anonyme
By:
-----------------------
* This certificate is not to be dated earlier than five days prior to
the Exchange Date or relevant payment date, as applicable.
II-11
<PAGE>
CERTIFICATE "A"
FORM OF CERTIFICATE TO BE PRESENTED TO
EUROCLEAR OR CEDEL
------------------
TOYOTA MOTOR CREDIT CORPORATION
[Title of Notes]
(the "Securities")
This is to certify that as of the date hereof, and except as set forth below,
the above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States,
partnerships, corporations or other entities created or organized under the
laws of the United States or any estate or trust the income of which is
subject to United States federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that
(a) are foreign branches of United States financial institutions (as defined
in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial
institutions") purchasing for their own account or for resale, or (b) acquired
the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
United States financial institution hereby agrees, on its own behalf or
through its agent, that you may advise the Company or the Company's agent that
it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institutions for purposes of resale during the restricted period
(as defined in U.S. Treasury Regulations restricted
Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the
Securities is a United States or foreign financial institution described in
clause (iii) (whether or not also described in clause (i) or (ii)) this is
further to certify that such financial institution has not acquired the
Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.
As used herein, "United States" mean the United States of America (including
the States and the District of Columbia); and its "possessions" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.
II-12
<PAGE>
We undertake to advise you promptly by tested telex or facsimile on or prior
to the date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance with your documented
procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.
This certification excepts and does not relate to [ ] of such interest
in the above Securities in respect of which we are not able to certify and as
to which we understand exchange and delivery of definitive Securities and/or
an interest in a Permanent Global Note (or, if relevant, exercise of any right
or collection of any interest) cannot be made until we do so certify.
We understand that this certification is required in connection with certain
tax laws of the United States. In connection therewith, if administrative and
legal proceedings are commended or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.
Dated: , 199 *
Yours faithfully,
Name of Person Making
Certification
By:
----------------------------
- ------------------------
* This certificate is not to be dated earlier than fifteen days prior to
the Exchange Date or relevant payment date, as applicable.
II-13
<PAGE>
PART 2
------
FORM OF PERMANENT GLOBAL NOTE OF
--------------------------------
TOYOTA MOTOR CREDIT CORPORATION
-------------------------------
[THE ISSUER IS NOT AN INSTITUTION AUTHORIZED UNDER THE BANKING ACT OF 1987 AND
THIS IS A MEDIUM-TERM NOTE ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT OF 1987. REPAYMENT OF THE PRINCIPAL AND THE
PAYMENT OF ANY INTEREST IN CONNECTION WITH THIS MEDIUM-TERM NOTE HAVE NOT BEEN
GUARANTEED.]1
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)
PERMANENT GLOBAL NOTE
representing
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
Serial No. [ ]
The Note represented by this Permanent Global Note are listed
on The International Stock Exchange of the United Kingdom
and the Republic of Ireland Limited
(the "London Stock Exchange")2
This Note is a Permanent Global Note in respect of a duly authorized
issue of [Specified Currency and Principal Amount of Series] Euro Medium-
Term Notes Due [Year of Maturity] (the "Notes") of [Specified Currency and
Specified Denomination] each of Toyota Motor Credit Corporation (the
"Company"). References herein to the Conditions shall be to the Terms and
Conditions of the Notes (the "Conditions") as set out in Appendix A to the
Agency Agreement (as defined below) as modified and supplemented by the
information set out in the Pricing Supplement (the "Pricing Supplement")
- ------------------------
1 Delete in the case of all Notes other than Notes denominated in
sterling.
2 Delete in the case of a Series of unlisted Notes or add reference to
other stock exchange, if applicable.
II-14
<PAGE>
(which is attached hereto) and, in the event of any conflict between the
provisions of the Conditions and the information set out in the Pricing
Supplement, the latter shall prevail. Words and expressions defined in the
Conditions and the Pricing Supplement and not otherwise defined herein shall
have the same meanings when used herein.
This Permanent Global Note is issued subject to, and with the benefit
of, the Conditions and an Amended and Restated Agency Agreement (the "Agency
Agreement", which expression shall be construed as a reference to that
agreement as the same may be amended or supplemented from time to time) dated
July 28, 1994, between the Company and The Chase Manhattan Bank, N.A. (the
"Agent") and the other agents named therein.
This Permanent Global Note is to be held by a common depositary for
Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear System ("Euroclear"), and Cedel Bank, societe anonyme ("Cedel") on
behalf of account holders which have the Notes represented by this Permanent
Global Note credited to their respective securities accounts with Euroclear
or Cedel from time to time.
For value received, the Company, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof on [each Installment Date the
relevant Installment Amount] the [Maturity Date] [Interest Payment Date
falling in the Redemption Month], or on such earlier date as the Notes may
become due and repayable in accordance with the Conditions, the amount payable
under the Conditions on redemption of the Notes then represented by this
Permanent Global Note and to pay interest (if any) on the principal amount of
the Notes from time to time represented by this Permanent Global Note
calculated and payable as provided in the Conditions together with any other
sums payable under the Conditions, upon presentation and, at maturity,
surrender of this Permanent Global Note at the principal office of the Agent
in London, England, or at the offices of any of the other paying agents
located outside the United States (as defined below) (except as provided in
the Conditions) from time to time appointed by the Company in respect of the
Notes. Any monies paid by the Company to the Agent for the payment of or
interest on any Notes and remaining unclaimed at the end of one year after
such principal or interest shall have become due and payable (whether at
maturity, upon call for redemption or otherwise) shall then be repaid to the
Company and upon such repayment all liability of the Agent with respect
thereto shall thereupon cease, without, however, limiting in any way any
obligation the Company may have to pay the principal of or interest on this
Note as the same shall become due. On any payment of an installment or
interest being made details of such payment shall be entered by or on behalf
of the Company in Schedule One hereto and the relevant space in Schedule One
II-15
<PAGE>
hereto recording any such payment shall be signed by or on behalf of the
Company.
On any redemption or purchase and cancellation of any of the Notes
represented by this Permanent Global Note, details of such redemption or
purchase and cancellation shall be entered by or on behalf of the Company in
Schedule Two hereto and the relevant space in Schedule Two hereto recording
any such redemption or purchase and cancellation shall be signed by or on
behalf of the Company. Upon any such redemption or purchase and cancellation,
the principal amount of this Permanent Global Note and the Notes represented
by this Permanent Global Note shall be reduced by the principal amount so
redeemed or purchased and cancelled.
The Notes represented by this Permanent Global Note were originally
represented by a Temporary Global Note. Unless such Temporary Global Note was
exchanged in whole on the issue hereof, such Temporary Global Note may be
further exchanged, on the terms and conditions set out therein, for this
Permanent Global Note. If any such exchange occurs following the issue
hereof, the Company or its agent shall endorse Schedule Two hereto to reflect
the increase in the aggregate principal amount of this Permanent Global Note
due to each such exchange, whereupon the principal amount hereof shall be
increased for all purposes by the amount so exchanged and endorsed.
At the option of the Company or if specified in the Pricing Supplement,
this Permanent Global Note may be exchanged, in whole, but not in part, for
security-printed Definitive Notes and (if applicable) Receipts, Coupons and
Talons in or substantially in the forms set out in Parts 3, 4, 5 and 6,
respectively, of Appendix B of the Agency Agreement (on the basis that all
appropriate details have been included on the face of such Definitive Notes
and (if applicable) Receipts, Coupons and Talons and the Pricing Supplement
(or the relevant provisions of the Pricing Supplement) have been either
endorsed on or attached to such Definitive Notes) in denominations of
[Specified Currency and Specified Denomination] each. Such exchange may also
require written notice, as specified in the Pricing Supplement, being given
to the Agent by Euroclear or Cedel. Such exchange, if any, will be made upon
presentation of this Permanent Global Note by the bearer hereof on any day
(other than a Saturday or a Sunday) on which banks are open for business in
London at the principal office of the Agent in London, England; provided,
however, the first notice given to the Agent by Euroclear or Cedel shall give
rise to the issue of Definitive Notes for the total amount of Notes
represented by this Global Note. The aggregate principal amount of Definitive
Notes issued upon an exchange of this Permanent Global Note will be equal to
the aggregate principal amount of this Permanent Global Note submitted by the
bearer hereof for exchange (to the extent that such principal amount does not
II-16
<PAGE>
exceed the aggregate principal amount of this Permanent Global Note, as
adjusted, as shown in Schedule Two hereto). On an exchange of the whole of
this Permanent Global Note, this Permanent Global Note shall be surrendered
to the Agent.
Until the exchange of the whole of this Permanent Global Note as
aforesaid, the bearer hereof shall in all respects be entitled to the same
benefits as if it were the bearer of Definitive Notes, Receipts, Coupons and
Talons in the form set out in Parts 3, 4, 5 and 6, respectively, of Appendix
B to the Agency Agreement.
[The Company has complied with its obligations under any rules (the
"listing rules") made under Section 142(6) of the Financial Services Act 1986
in respect of its debt securities listed on The International Stock Exchange
of the United Kingdom and the Republic of Ireland Limited. Since information
was last provided in compliance with those obligations, the Company, having
made all reasonable enquiries, has not become aware of any change in
circumstances which could reasonably be regarded as significantly and
adversely affecting its ability to meet its obligations in respect hereof as
they fall due.]3
This Permanent Global Note is governed by, and shall be construed in
accordance with, the laws of the State of New York, United States of America,
applicable to agreements made and to be performed wholly within such
jurisdiction.
This Permanent Global Note shall not be valid unless authenticated by
the Agent. This Permanent Global Note may be duly executed on behalf of the
Company by manual or facsimile signature.
- ------------------------
3 Delete in the case of all Notes other than Notes denominated in
sterling and listed on the London Stock Exchange.
II-17
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Permanent Global Note
to be duly executed on its behalf.
TOYOTA MOTOR CREDIT CORPORATION
Dated:
By:
--------------------------
John McGovern
Senior Vice President
FISCAL AGENT'S CERTIFICATE OF ATTEST:
AUTHENTICATION
This is one of the Permanent
Global Notes described in the --------------------------
within mentioned Agency Agreement. Wolfgang Jahn
Senior Vice President
and General Manager
By or on behalf of
THE CHASE MANHATTAN BANK, N.A.,
as Fiscal Agent
By:
----------------------------
(Authorized Signatory)
II-18
<PAGE>
Schedule One
------------
PART I
------
INTEREST PAYMENTS
-----------------
Confirmation of
Total Amount payment by or
Interest Date of of Interest Amount of on behalf of
Payment Date Payment Payable Interest Paid the Company
- ---------------------------------------------------------------------------
First --------- ------------ ------------- ---------------
Second --------- ------------ ------------- ---------------
[continue numbering until the appropriate number of interest payment dates for
the particular Series of Notes is reached]
II-19
<PAGE>
PART II
-------
INSTALLMENT PAYMENTS
--------------------
Confirmation of
Total Amount Amount of payment by or on
Installment Date of of Installments Installments behalf of the
Date Payment Payable Paid Company
- ---------------------------------------------------------------------------
First
--------- --------------- ------------- ---------------
Second
--------- --------------- ------------- ---------------
[continue numbering until the appropriate number of installment payment dates
for the particular Series of Notes is reached]
II-20
<PAGE>
<TABLE>
<CAPTION> Schedule Two
------------
SCHEDULE OF EXCHANGES OF A TEMPORARY
------------------------------------
GLOBAL NOTE AND FOR DEFINITIVE NOTES
-------------------------------------
OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
---------------------------------------------
The following increases of this Permanent Global Note, exchanges of this Permanent Global Note for Definitive
Notes or redemptions or purchases and cancellations of this Permanent Global Note have been made:
<S> <S> <S> <S> <S> <S>
Increase in Remaining Remaining
principal amount Part of principal principal amount amount payable
of this Permanent amount of this of this Permanent under this
Global Note due to Permanent Global Global Note Permanent Global
exchanges of a Note exchanged following such Note following
Date of exchange, Temporary Global for Definitive exchange, or such exchange, or
or redemption or Note for this Notes or redeemed redemption or redemption or Notation made by
purchase and Permanent Global or purchased and purchase and purchase and or on behalf of the
cancellation Note cancelled cancellation cancellation Company
- --------------------------------------------------------------------------------------------------------------------------
- ---------------- ------------------ ----------------- ----------------- ----------------- --------------------
- ---------------- ------------------ ----------------- ----------------- ----------------- --------------------
- ---------------- ------------------ ----------------- ----------------- ----------------- --------------------
</TABLE>
II-21
<PAGE>
PART 3
------
(FACE OF NOTE)
FORM OF DEFINITIVE NOTE OF
--------------------------
TOYOTA MOTOR CREDIT CORPORATION
-------------------------------
[THE ISSUER IS NOT AN INSTITUTION AUTHORIZED UNDER THE BANKING ACT 1987 AND
THIS IS A MEDIUM-TERM NOTE ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987. REPAYMENT OF THE PRINCIPAL AND THE PAYMENT
OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS MEDIUM-TERM NOTE HAVE NOT
BEEN GUARANTEED.]4
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)
representing
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
Serial No. [ ]
The Notes represented by this Definitive Note are listed
on The International Stock Exchange of the United Kingdom
and the Republic of Ireland Limited
(the "London Stock Exchange")5
This Note is one of a series of notes of [Specified Currency and
Principal Amount of Series] ("Notes") each of Toyota Motor Credit Corporation
(the "Company"). References herein to the Conditions shall be to the Terms
and Conditions of the Notes (the "Conditions") as set out in Appendix A to the
Agency Agreement (as defined below) as modified and supplemented by the
information set out in the Pricing Supplement (the "Pricing Supplement")
(which is reproduced on the reverse hereof) and, in the event of any conflict
- -------------------------
4 Delete in the case of all Notes other than Notes denominated in
sterling.
5 Delete in the case of a Series of unlisted Notes or add reference to
other stock exchange, if applicable.
II-22
<PAGE>
between the provisions of the Conditions and the information set out in the
Pricing Supplement, the latter shall prevail. Words and expressions defined
in the Conditions and the Pricing Supplement and not otherwise defined herein
shall have the same meanings when used herein.
This Note is issued subject to, and with the benefit of, the Conditions
and an Amended and Restated Agency Agreement (the "Agency Agreement", which
expression shall be construed as a reference to that agreement as the same may
be amended or supplemented from time to time) dated July 28, 1994, between the
Company and The Chase Manhattan Bank, N.A. (the "Agent") and the other agents
named therein.
For value received, the Company, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof on [each Installment Date the
relevant Installment Amount] the [Maturity Date] [Interest Payment Date
falling in the Redemption Month], or on such earlier date as the Notes may
become due and repayable in accordance with the Conditions, the amount payable
on redemption of this Note and to pay interest (if any) on the principal
amount of this Note calculated and payable as provided in the Conditions.
Title to this Note and to any Coupon, Talon or Receipt appertaining
hereto shall pass by delivery. The Company may treat the bearer hereof as the
absolute owner of this Note for all purposes (whether or not this Note shall
be overdue and notwithstanding any notation of ownership or writing hereof or
notice of any previous loss or theft thereof).
[The Company has complied with its obligations under any rules (the
"listing rules") made under Section 142(6) of the Financial Services Act 1986
in respect of its debt securities listed on The International Stock Exchange
of the United Kingdom and the Republic of Ireland Limited. Since information
was last provided in compliance with those obligations, the Company, having
made all reasonable enquiries, has not become aware of any change in
circumstances which could reasonably be regarded as significantly and
adversely affecting its ability to meet its obligations in respect hereof as
they fall due.]6
This Note is governed by, and shall be construed in accordance with, the
laws of the State of New York, United States of America, applicable to
agreements made and to be performed wholly within such jurisdiction.
- ------------------------
6 Delete in the case of all Notes other than Notes denominated in
sterling and listed on the London Stock Exchange.
II-23
<PAGE>
This Note may be duly executed on behalf of the Company by manual or
facsimile signature.
II-24
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
on its behalf.
Dated: TOYOTA MOTOR CREDIT CORPORATION
[SEAL] By:
---------------------------
John McGovern
Senior Vice President
FISCAL AGENT'S CERTIFICATE OF ATTEST:
AUTHENTICATION
This is one of the Notes
described in the within -------------------------------
mentioned Agency Agreement. Wolfgang Jahn
Senior Vice President
and General Manager
By or on behalf of
THE CHASE MANHATTAN BANK, N.A.
as Fiscal Agent
By:
-----------------------------
(Authorized Signatory)
Reverse of Note - Terms and Conditions of the Notes
II-25
<PAGE>
PART 4
------
FORM OF COUPON
--------------
(Face of Coupon)
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
Serial No. [ ]
Part A
------
(Reverse of Coupon)
For Fixed Rate Notes:
- --------------------
Coupon No. F
This Coupon is payable to bearer, separately Coupon for
negotiable and subject to the Terms and [ ]
Conditions of the Note to which it appertains due on
[ ]
[19[ ]/20[ ]]
[SEAL]
ATTEST: TOYOTA MOTOR CREDIT CORPORATION
By: By:
-------------------------------- --------------------------------
Authorized Officer Authorized Officer
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
II-26
<PAGE>
Part B
------
(Reverse of Coupon)
For Floating Rate, Dual Currency and Indexed Notes:
- ---------------------------------------------------
Coupon No. F
Coupon for the amount due in accordance with Coupon due
the Terms and Conditions of the said Notes. in [ ]
This Coupon is payable to bearer, separately [19[ ]/20[ ]]
negotiable and subject to such Terms and
Conditions of the Note to which it appertains,
under which it may become void before its due
date.
[SEAL]
ATTEST: TOYOTA MOTOR CREDIT CORPORATION
By: By:
------------------------------ ------------------------------
Authorized Officer Authorized Officer
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
II-27
<PAGE>
(Reverse of Coupon)
ISSUING AND PRINCIPAL PAYING AGENT
----------------------------------
The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
P.O. Box 16
London EC2P 2HD
PAYING AGENT
------------
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338
Luxembourg
and/or such other or further Agent and other or further Paying Agents and/or
specified offices as may from time to time be duly appointed by the Company
and notice of which has been given to the Noteholders.
II-28
<PAGE>
(On the front)
PART 5
------
FORM OF RECEIPT
---------------
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
Serial No. [ ]
Receipt for the sum of [ ] being the installment of principal payable in
accordance with the Terms and Conditions endorsed on the Note to which this
Receipt appertains (the "Conditions") on [ ].
This Receipt is issued subject to and in accordance with the Conditions which
shall be binding upon the holder of this Receipt (whether or not it is for the
time being attached to such Note) and is payable at the specified office of
any of the Paying Agents set out on the reverse of the Note to which this
Receipt appertains (and/or any other or further Paying Agents and/or specified
offices as may from time to time be duly appointed and notified to the
Noteholders).
II-29
<PAGE>
This Receipt must be represented for payment together with the Note to which
it appertains. The Company shall have no obligation in respect of any Receipt
presented without the Note to which it appertains or any unmatured Receipts.
[SEAL]
ATTEST: TOYOTA MOTOR CREDIT CORPORATION
By: By:
----------------------------- -----------------------------
Authorized Officer Authorized Officer
II-30
<PAGE>
PART 6
------
FORM OF TALON
-------------
(On the front)
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A)
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
Serial No. [ ]
On and after [ ] further Coupons [and a further Talon] appertaining
to the Note to which this Talon appertains will be issued at the specified
office of any of the Paying Agents set out on the reverse hereof (and/or any
other or further Paying Agents and/or specified offices as may from time to
time be duly appointed and notified to the Noteholders) upon production and
surrender of this Talon.
This Talon may, in certain circumstances, become void under the Terms and
Conditions endorsed on the Notes to which this Talon appertains.
[SEAL]
ATTEST: TOYOTA MOTOR CREDIT CORPORATION
By: By:
----------------------------- ---------------------------
Authorized Officer Authorized Officer
II-31
<PAGE>
(Reverse of Talon)
ISSUING AND PRINCIPAL PAYING AGENT
----------------------------------
The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
P.O. Box 16
London EC2P 2HD
PAYING AGENT
------------
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338
Luxembourg
and/or such other or further Agent and other or further Paying Agents and/or
specified offices as may from time to time be duly appointed by the Company
and notice of which has been given to the Noteholders.
II-32
<PAGE>
Exhibit III to Amendment
No. 1 to the Amended and
Restated Agency Agreement
APPENDIX C
----------
FORM OF CALCULATION AGENCY AGREEMENT
------------------------------------
Dated , 1995
----------
TOYOTA MOTOR CREDIT CORPORATION
U.S. $9,500,000,000
EURO MEDIUM-TERM NOTES
----------------------------
CALCULATION AGENCY AGREEMENT
----------------------------
III-1
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
U.S. $9,500,000,000
EURO MEDIUM-TERM NOTES
----------------------
CALCULATION AGENCY AGREEMENT
----------------------------
THIS AGREEMENT is made on , 1995 BETWEEN:
-----------
(1) TOYOTA MOTOR CREDIT CORPORATION of Torrance, California, U.S.A. (the
"Company"); and
(2) THE CHASE MANHATTAN BANK, N.A. (London Office) (the "Calculation
Agent", which expression shall include its successor or successors for
the time being as calculation agent hereunder).
WHEREAS:
- -------
A. The Company has entered into a Euro Medium-Term Note Program Agreement
with Banque Paribas, CS First Boston Limited, Goldman Sachs
International, J.P. Morgan Securities Ltd., Lehman Brothers
International (Europe), Morgan Stanley & Co. International Limited,
Merrill Lynch International Limited, Merrill Lynch Finance S.A., Nomura
International plc, Swiss Bank Corporation and UBS Limited dated
July 28, 1994, as amended, under which up to U.S. $9,500,000,000 (or
its equivalent in other currencies or currency units) in aggregate
principal amount of Notes ("Notes") may be issued.
B. The Notes will be issued subject to and with the benefit of an Amended
and Restated Agency Agreement (the "Agency Agreement") dated July 28,
1994, as amended, and entered into between the Company and The Chase
Manhattan Bank, N.A. as Agent (the "Agent", which expression shall
include its successor or successors for the time being under the Agency
Agreement) and the other parties named therein.
NOW IT IS HEREBY AGREED that:
- -----------------------
1. Appointment of the Calculation Agent
------------------------------------
The Company hereby appoints The Chase Manhattan Bank, N.A. (London
Office) as Calculation Agent in respect of the Notes listed in the
Schedule hereto which are for the time being outstanding (the "Relevant
Notes") for the purposes set out in Clause 2 below, all upon terms and
conditions hereinafter mentioned.
III-2
<PAGE>
2. Duties of Calculation Agent
---------------------------
The Calculation Agent shall in relation to each series of Relevant
Notes (each a "Series") perform all the functions and duties imposed on
the Calculation Agent by the terms and conditions of the relevant
Series (the "Conditions").
3. Expenses
--------
Except as provided in Clause 4 below, the Calculation Agent shall bear
all expenses incurred by it in connection with its said services.
4. Indemnity
---------
(a) The Company shall indemnify and keep indemnified the Calculation Agent
against any losses, liabilities, costs, claims, actions or demands
(including but not limited to, all reasonable costs, legal fees,
charges and expenses paid or incurred by the Calculation Agent in
disputing or defending any of the foregoing) which the Calculation
Agent may incur or which may be made against it (excluding
consequential losses and losses of profit) as a result of or in
connection with its appointment or the exercise of its powers and
duties under this Agreement except such as may result from its own
willful default, negligence or bad faith or that of its officers,
directors or employees or any of them, or breach by it of the terms of
this Agreement.
(b) The Calculation Agent shall indemnify and keep indemnified the Company
against any losses, liabilities, costs, claims, actions, or demands
(including, but not limited to, all reasonable costs, legal fees,
charges and expenses paid or incurred by the Company in disputing or
defending any of the foregoing) which the Company may incur or which
may be made against it (excluding consequential losses and losses of
profit) as a result of or in connection with the breach by the
Calculation Agent of the terms of this Agreement or its willful
default, negligence or bad faith or that of its officers, directors or
employees or any of them.
5. Conditions of Appointment
-------------------------
a. In acting hereunder in connection with the Relevant Notes, the
Calculation Agent shall not act as agent of the Company and shall not
thereby assume any obligations towards or relationship of agency or
trust for or with any of the owners or holders of the Relevant Notes or
the coupons (if any) appertaining thereto (the "Coupons").
III-3
<PAGE>
b. In relation to each Series, the Calculation Agent shall be obliged to
perform such duties and only such duties as are herein and in the
Conditions specifically set forth and no implied duties or obligations
shall be read into the Agreement or the Conditions against the
Calculation Agent.
c. The Calculation Agent may consult with legal and other professional
advisers and the opinion of such advisers shall be full and complete
protection in respect of any action taken, omitted or suffered
hereunder in good faith and in accordance with the opinion of such
advisers.
d. The Calculation Agent shall be protected and shall incur no liability
for or in respect of any action taken, omitted or suffered in reliance
for or in respect of any action taken, omitted or suffered in reliance
upon any instruction, request or order from the Company or the Agent,
or any notice, resolution, direction, consent, certificate, affidavit,
statement, cable, telex or other paper or document which it reasonably
believes, after making reasonable investigation of the same, to be
genuine and to have been delivered, signed or sent by the proper party
or parties or upon written instructions from the Company.
e. The Calculation Agent, and any of its officers, directors and
employees, may become the owner of, or acquire any interest in, any
Notes or Coupons (if any) with the same rights that it or he or she
would have if the Calculation Agent were not appointed hereunder, and
may engage or be interested in any financial or other transaction with
the Company and may act on, or as depositary, trustee or agent for, any
committee or body of holders of Notes or Coupons (if any) or other
obligations of the Company as freely as if the Calculation Agent were
not appointed hereunder.
6. Termination of Appointment
--------------------------
a. The Company may terminate the appointment of the Calculation Agent at
any time by giving to the Calculation Agent and the Agent at least 90
days prior written notice to that effect, provided that, so long as any
of the Relevant Notes is outstanding, (i) such notice shall not expire
less than 45 days before any date upon which any payment is due in
respect of any Relevant Notes and (ii) notice shall be given in
accordance with Condition 16 at least 30 days prior to any removal of
the Calculation Agent.
b. Notwithstanding the provisions of sub-clause (a) above, if at any time
(i) the Calculation Agent becomes incapable of action, or is adjudged
bankrupt or insolvent, or files a voluntary petition in bankruptcy or
makes an assignment for the benefit of its creditors or consents to the
III-4
<PAGE>
appointment of an administrator, liquidator or administrative or other
receiver of all or a substantial part of its property, or if an
administrator, liquidator or administrative or other receiver of it or
of all or a substantial part of its property is appointed, or it admits
in writing its inability to pay or meet its debts as they may become
due or suspends payment thereof or if any order of any court is entered
approving any petition filed by or against it under the provisions of
any applicable bankruptcy or insolvency law or if any public officer
takes charge or control of the Calculation Agent or of its property or
affairs for the purpose of rehabilitation, administration or
liquidation or (ii) the Calculation Agent fails duly to perform any
function or duty imposed on it by the Conditions and this Agreement,
the Company may forthwith without notice terminate the appointment of
the Calculation Agent, in which event notice thereof shall be given to
the holders of the Relevant Notes in accordance with Condition 16 of
the Relevant Notes as soon as practicable thereafter.
c. The termination of the appointment pursuant to sub-clause (a) or (b)
above of the Calculation Agent hereunder shall not entitle the
Calculation Agent to any amount by way of compensation but will be
without prejudice to any amount then accrued and due.
d. The Calculation Agent may resign its appointment hereunder at any time
by giving to the Company and the Agent at least 90 days prior written
notice to that effect. Following receipt of a notice of resignation
from the Calculation Agent, the Company shall promptly give notice
thereof to the holders of the Relevant Notes in accordance with
Condition 16 of the Relevant Notes.
e. Notwithstanding the provisions of sub-clauses (a), (b) and (d) above,
so long as any of the Notes is outstanding, the termination of the
appointment of the Calculation Agent (whether by the Company or by the
resignation of the Calculation Agent) shall not be effective unless
upon the expiry of the relevant notice a successor Calculation Agent
has been appointed.
f. Any successor Calculation Agent appointed hereunder shall execute and
deliver to its predecessor and the Company an instrument accepting
appointment hereunder, and thereupon such successor Calculation Agent,
without further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named
as the Calculation Agent hereunder.
III-5
<PAGE>
g. If the appointment of the Calculation Agent hereunder is terminated
(whether by the Company or by the resignation of the Calculation
Agent), the Calculation Agent shall on the date of which such
termination takes effect deliver to the successor Calculation Agent all
records concerning the Notes maintained by it (except such documents
and records as it is obliged by law or regulation to retain or not to
release), but shall have no other duties or responsibilities hereunder.
h. Any corporation into which the Calculation Agent for the time being may
be merged or converted or any corporation with which the Calculation
Agent may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Calculation Agent shall be a
party shall, to the extent permitted by applicable law, be the
successor Calculation Agent under this Agreement without the execution
or filing of any paper or any further act on the part of any of the
parties hereto. Notice of any such merger, conversion or consolidation
shall forthwith be given to the Company and the Agent.
i. Upon the termination of the appointment of the Calculation Agent, the
Company shall make all reasonable efforts to appoint a further bank or
investment bank as successor Calculation Agent.
7. Notices
-------
Any notice or communication given hereunder shall be sufficiently given
or served:
a. if delivered in person to the relevant address specified below
and, if so delivered, shall be deemed to have been delivered at
time of receipt; or
b. if sent by facsimile or telex to the relevant number specified
below, shall be deemed to have been delivered upon transmission
provided such transmission is confirmed by the answerback of the
recipient (in the case of telex) or when an acknowledgment of
receipt is received (in the case of facsimile):
The Company: TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue A105
Torrance, California 90509
Telephone No: (310) 787-6195
Fax No: (310) 787-6194
Attention: Senior Vice President
and General Manager
III-6
<PAGE>
The Agent: THE CHASE MANHATTAN BANK, N.A.
Woolgate House
Coleman Street
P.O. Box 16
London EC2P 2HD
Telephone No: 01202 347430
Fax No: 01202 347438
Telex No: 8954681 CMB G
Attention: Manager, Corporate
Trust Operations
The Calculation Agent: THE CHASE MANHATTAN BANK, N.A.
Woolgate House
Coleman Street
P.O. Box 16
London Ec2P 2HD
Telephone No: 01202 347430
Fax No: 01202 347438
Telex No: 8954681 CMB G
Attention: Manager, Corporate
Trust Operations
or to such other address and/or telex number of which notice in writing
has been given to the parties hereto in accordance with the provisions
of this Clause 7.
8. The descriptive headings in this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.
9. Counterparts
------------
This Agreement may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such
counterparts shall together constitute one instrument.
10. Governing Law
-------------
This Agreement is governed by, and shall be construed in accordance
with, the laws of the State of New York, United States of America,
applicable to agreements made and to be performed wholly within such
jurisdiction.
III-7
<PAGE>
IN WITNESS WHEREOF, this Agreement has been entered into as of the day
and year first above written.
TOYOTA MOTOR CREDIT CORPORATION
BY:
----------------------------
Wolfgang Jahn
Senior Vice President
and General Manager
THE CHASE MANHATTAN BANK, N.A.
BY:
----------------------------
III-8
<PAGE>
SCHEDULE OF RELEVANT NOTES
--------------------------
Annotation
by
Series Maturity Principal Calculation
Number Issue Date Date Amount Agent
- ------------------------------------------------------------------------
- -------- ---------- ---------- ----------- ------------
- -------- ---------- ---------- ----------- ------------
- -------- ---------- ---------- ----------- ------------
- -------- ---------- ---------- ----------- ------------
- -------- ---------- ---------- ----------- ------------
- -------- ---------- ---------- ----------- ------------
- -------- ---------- ---------- ----------- ------------
- -------- ---------- ---------- ----------- ------------
- -------- ---------- ---------- ----------- ------------
- -------- ---------- ---------- ----------- ------------
- -------- ---------- ---------- ----------- ------------
- -------- ---------- ---------- ----------- ------------
III-9
<PAGE>
Exhibit IV to Amendment
No. 1 to the Amended and
Restated Agency Agreement
APPENDIX D
----------
FORM OF OPERATING & ADMINISTRATIVE
PROCEDURES MEMORANDUM
----------------------------------
Purchasers must confirm all trades directly with Toyota Motor Credit
Corporation (the "Company") and the Agent.
(1) RESPONSIBILITIES OF THE AGENT
The Agent will be responsible for the following:
(i) preparing a Pricing Supplement (substantially in the form of
Annex D hereto) to the Offering Circular giving details of the
Notes to be issued;
(ii) in the case of Notes which are to be listed on a stock exchange
(the "relevant Stock Exchange"), distributing to the relevant
Stock Exchange such number of copies of the Pricing Supplement as
it may reasonably require;
(iii) providing to the German Central Bank, at the end of each calendar
month, information on the amount, interest rate and other terms
of each issue of Deutsche Mark denominated Notes during the
month, and such other information as the German Central Bank may
require from time to time;
(iv) providing the Ministry of Finance of Japan with all required
notifications and reports (including any monthly reports as to
amounts, issue dates and other terms of each Tranche of Yen-
denominated Notes); and
(v) providing the Director du Tresor with notification of the amount,
interest rate and other terms of each issue of French Franc Notes
and such other information as the Director du Tresor may require
from time to time.
RESPONSIBILITIES OF THE LISTING AGENT OR LEAD MANAGER
-----------------------------------------------------
In the case of Notes to be listed on a Stock Exchange, the Listing
Agent or Lead Manager will be responsible for the following:
IV-1
<PAGE>
(i) For Notes (including French Franc Notes) to be listed on the
Paris Bourse, (a) obtaining the approval of the CBV to such
listing, (b) obtaining the approval of the COB to the Pricing
Supplement relating to such Notes and (c) publishing the notice
legale relating to such Notes in the BALO; and
(ii) in the case of all other Notes to be listed on a Stock Exchange,
ensuring compliance with the Listing Rules and obtaining all
necessary approvals for listing the Notes on the relevant Stock
Exchange. The Company recognizes with respect to this clause
(ii) its continuing obligation so long as any Notes under the
Program are outstanding to apprise the applicable Dealers of any
material adverse change in its consolidated financial position or
its business operations.
(2) SETTLEMENT
----------
The settlement procedures set out in Annex A shall apply to each issue
of Notes, unless otherwise agreed between the Company and the relevant
Dealer or Dealers; with issues of Dual Currency or Indexed Notes more
time may be felt to be required to settle documentation which is not
specifically included in the Agency Agreement.
A Trading Desk Information list is set out in Annex E.
IV-2
<PAGE>
ANNEX A
-------
SETTLEMENT PROCEDURES*
---------------------
Day Latest time Action
- --- ----------- ------
No later 4:00 p.m. The Company or its designated agent may agree
than Issue to terms with one or more of the Purchasers
Date minus for the issue and purchase of Notes. Once
3 agreement is reached, the Company or its
designated agent telephones the Agent (to be
confirmed by the telex or facsimile referred
o below) to instruct it to prepare, complete,
authenticate and issue a Temporary Global Note
for each Series of Notes which are to be
purchased by the relevant Purchaser(s), giving
details of such Notes.
4:30 p.m. If a Purchaser has reached agreement with the
Company by telephone, such Purchaser confirms
the terms of the agreement to the Company by
telex or facsimile (substantially in the form
set out in Annex B) and copies the telex or
facsimile to the Agent. The details set out in
this telex or facsimile shall be conclusive
evidence of the agreement (except in the case
of manifest error).
5:00 p.m. The Company or its designated agent confirms
its instructions to the Agent (including, in
the case of Floating Rate Notes, for the
purposes of rate fixing) by tested telex or
facsimile (substantially in the form set out
in Annex C). The Company or its designated
agent also sends this telex or facsimile to
the relevant Purchaser.
The Agent telephones each of Euroclear and
Cedel with a request
- ------------------------
* In the case of a syndicated bond issue, certain of the Settlement
Procedures set forth below will be revised as appropriate.
IV-3
<PAGE>
for a common code and ISIN number, if
applicable, for each Series of Notes agreed to
be issued, which Common Code and ISIN numbers,
if applicable, are notified by the Agent by
telephone to the Company or its designated
agent and each Purchaser which has reached
agreement with the Issuer. The Agent also
notifies the relevant Stock Exchange by telex,
facsimile or by hand of the details of the
Notes to be issued by sending the Pricing
Supplement to the relevant Stock Exchange.
The Agent also sends copies of the Pricing
Supplement to the Company.
Issue Date 3:00 p.m. In the case of Floating Rate Notes, the
minus 2 Agent notifies Euroclear, Cedel, the Company,
the relevant Purchaser(s) and the relevant
Stock Exchange by telex or facsimile of the
interest rate for the first interest period
(if already determined). Where the interest
has not yet been determined, this will be
notified in accordance with this paragraph as
soon as it has been determined.
The relevant Purchaser(s) instruct(s)
Euroclear and/or Cedel to debit its account
and pay the subscription price, against
delivery of the Notes, to the Agent's account
with Euroclear and/or Cedel on the Issue Date
and copies the instructions to the Agent.
Issue Date 3:00 p.m. The Agent prepares and authenticates a
minus 1 Temporary Global Note for each Series of Notes
which are to be purchased by the relevant
Purchaser(s) on the Issue Date. All Temporary
Global Notes are then delivered by the Agent
to a common depositary for Euroclear and Cedel
and instructions are given by the Agent to
Euroclear or, as the case may be, Cedel, to
credit the Notes represented by such Temporary
Global
IV-4
<PAGE>
Notes to the Agent's distribution account.
The Agent further instructs Euroclear or,
as the case may be, Cedel to debit from the
distribution account the principal amount of
Notes of each Series which each Purchaser has
agreed to purchase and to credit such
principal amount to the account of such
Purchaser with Euroclear or Cedel against
payment to the account of the Agent of the
subscription price for the relevant Notes for
value on the Issue Date. The Company, the
Purchaser(s) and the Agent may agree to
arrange for "free delivery" to be made through
the relevant clearing system if specified in
the relevant Pricing Supplement.
Issue Date Euroclear and Cedel debit and credit accounts
in accordance with instructions received by
them.
The Agent pays to the Issuer the aggregate
subscription moneys received by it to such
account of the Company as shall have been
notified to the Agent from time to time.
On or sub- The Agent notifies the Company of the issue
sequent to of Notes giving details of each Temporary
the Issue Date Global Note and the principal sum represented
thereby.
Upon certification by the participating Dealer
or Dealers to the Agent that the distribution
with respect to a particular Tranche of Notes
has been completed, the Agent shall determine
and certify to Cedel, Euroclear or such other
applicable clearing agency the applicable
Exchange Date.
Explanatory Notes
-----------------
a. Each day is a day on which banks and foreign exchange markets are open
for business in London, counted in reverse order from the proposed
Issue Date.
IV-5
<PAGE>
b. The Issue Date must be a Business Day. For the purposes of this
Memorandum, "Business Day" means a day which is both:
(a) a day (other than a Saturday or a Sunday) on which commercial
banks and foreign exchange markets settle payments in London; and
(b) either (1) in relation to Notes denominated in a Specified
Currency other than ECU, a day on which commercial banks and
foreign exchange markets settle payments in the principal
financial center of the country of the relevant Specified
Currency (if other than London) or (2) in relation to Notes
denominated in ECU, an ECU Settlement Day (as defined in the 1991
ISDA Definitions, as amended and updated from time to time,
published by the International Swap and Derivatives Association,
Inc.).
c. Times given are the approximate times for the taking of the action in
question and are references to London time. Such times can be modified
upon the mutual agreement of the Purchaser, the Agent and the Company.
d. If at any time the Agent is notified by the Sponsor or the relevant
Stock Exchange that the listing of a Series of Notes has been refused
or otherwise will not take place, the Agent shall immediately notify
the Company, the Dealer and all the relevant Purchaser(s) (if not the
Dealer).
IV-6
<PAGE>
ANNEX B
-------
FORM OF PURCHASER'S CONFIRMATION TO COMPANY
-------------------------------------------
[Date]
To: TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue
Torrance, California 90509
Attention: National Treasury Manager
c.c. The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
P.O. Box 16
London EC2P 2HD
Attention: Manager, Corporate Trust Operations
TOYOTA MOTOR CREDIT CORPORATION - EMTN Program
----------------------------------------------
We hereby confirm the following agreement for the issue to us of Notes:
(Terms used have the same meanings as set out in the Offering Circular dated
July , 1995 relating to the Company's U.S. $9,500,000,000 Euro
---
Medium-Term Note Program)
[Include whichever of the following apply]
1. Series no. and, if not a new
Series, the date from which
the Tranche being issued is
to form a single series with
the other Notes comprising
the Series: [ ]
2. Specified Currency (or Currencies
in the case of Dual Currency Notes): [ ]
3. Aggregate Principal Amount: [ ]
4. Interest/Payment Basis; and if more [Fixed Rate /
than one, the dates during which each Floating Rate /
Interest/Payment Basis will apply: Zero Coupon /
Index Linked /
Dual Currency]
IV-7
<PAGE>
5. Issue Date: [ ]
6. Specified Denomination(s): [ ]
7. Issue Price: [ ]
8. Details relating to Partly Paid Notes;
amount of each payment comprising the
Issue Price and date on which each
payment is to be made: [ ]
9. Interest Commencement Date: [ ]
10. Maturity Date (Fixed Rate, Zero Coupon,
Dual Currency and Indexed Notes): [ ]
11. Redemption Month (Floating Rate Note): [month and year]
12. Final Redemption Amount: [ ]%
13. Installment Dates
(Installment Note): [ ]
14. Installment Amounts
(Installment Note): [ ]% per [ ] in
principal amount
15. Fixed Rate of Interest (Fixed Rate Note): [ ]% per annum
16. Fixed Interest Date(s)
(Fixed Rate Note): [ ]
17. Initial Broken Amount
(Fixed Rate Note): [ ]% per [ ] in
principal amount
18. Final Broken Amount
(Fixed Rate Note): [ ]% per [ ] in
principal amount
19. Applicable "Business Day
Convention" (if different from
that in Condition 4(a)(i)) (Fixed
Rate): [ ]
IV-8
<PAGE>
20. Applicable definition of "Business
Day" (if different from Condition
4(b)(i)): [ ]
21. Other Terms relating to the
calculation of Interest (Fixed
Rate Note): [ ]
22. Interest Period(s) or Specified
Interest Payment Dates (Floating
Rate Note): [ ]
23. Manner in which the Rate of
Interest is to be determined
(Floating Rate Note): [ ]
(a) Reset Date(s) (Floating Rate
Note): [ ]
(b) ISDA Determination - Spread/ Margin: [+/-] [ ]% per
annum
(c) ISDA Determination - Floating
Rate Option: [ ]
(d) ISDA Determination -
Designated Maturity: [ ]
(e) Screen Rate Determination -
Reference Rate: [ ]
(f) Screen Rate Determination -
Margin: [+/-] [ ]% per
annum
(g) Screen Rate Determination -
Relevant Page: [ ]
24. Applicable Reference Banks (if
different from that in Condition
4(b)(iv)(E)) (Floating Rate Note): [ ]
25. Applicable "Interest Determination
Date" definition (if different
from that in Condition 4(b)(iv)(F)
(Floating Rate Note): [ ]
26. Applicable "Business Day
Convention" (if different from
IV-9
<PAGE>
that in Condition 4(b)(i))
(Floating Rate Note): [ ]
27. Applicable definition of "Business
Day" (if different from Condition
4(b)(i)) (Floating Rate Note): [ ]
28. Minimum Rate of Interest (Floating
Rate Note): [ ]% per annum
29. Maximum Rate of Interest (Floating
Rate Note): [ ]% per annum
30. Agent responsible for determining
Rate of Interest (Floating Rate
Note): [ ]
31. Accrual Yield (Zero Coupon Note): [ ]% per annum
32. Reference Price (Zero Coupon Note): [ ]
33. Other Formula or Basis for [ give details]
determining amount payable under
Condition 5(f)(iii) (Zero Coupon
Note)
34. Index (Indexed Notes):
(a) Formula (Indexed Notes): [ give details]
(b) Agent responsible for
calculating the
principal/interest due
(Indexed Notes): [ ]
(c) Provisions where calculation
by reference to Index and/or
Formula is impossible or
impracticable: [ ]
35. Dual Currency Note:
(a) Rate(s) of Exchange/method of
calculating Rate(s) of
Exchange (Dual Currency
Note): [ give details]
IV-10
<PAGE>
(b) Agent, if any, responsible
for calculating the principal
and/or interest payable (Dual
Currency Note): [ ]
(c) Provisions where calculation
by reference to Rate(s) of
Exchange is impossible or
impracticable (Dual Currency
Note): [ ]
(d) Person at whose option any
Specified Currency or
Currencies is or are to be
or may be payable (Dual Currency
Note): [ ]
36. Partly Paid Notes:
(a) Amount of each Installment [ ]% per [ ] in
principal amount
(b) Due dates of subsequent
installments [ ]
(c) Forfeiture date if subsequent
installment not paid [ ]
(d) Rate of interest to accrue on
installment after due date [ ]
(e) Other details [ ]
37. Company's Optional Redemption -
[Yes/No] if yes,
(a) Optional Redemption Date(s) [ ]
(b) Optional Redemption Amount(s)
and method, if any, of calcu-
lation of such amount(s) [ ]
(c) If redeemable in part,
(i) Minimum Redemption
Amount [ ]
(ii) Higher Redemption
Amount [ ]
38. Redemption at the option of the
Noteholders - [Yes/No] if yes,
IV-11
<PAGE>
(a) Optional Redemption Date(s) [ ]
(b) Optional Redemption Amount(s)
and/or method, if any, of
calculation of such amounts [ ]
39. Early Redemption Amount(s) payable
on redemption for taxation reasons
or on event of default and/or the
method, if any, of calculating the
same (if required or if different
from that set out in Condition
5(f)): [ ]
40. Talons for future Coupons to be
attached to definitive Notes (and
dates on which such Talons
mature): [Yes/No. If yes,
give details]
41. Details of relevant stabilizing
manager, if any: [ ]
42. Additional selling restrictions: [ give details]
43. Other terms or special conditions: [ ]
44. The relevant Euroclear and Cedel
Common Code and ISIN Numbers: [ ]
45. Details of SICOVAM or any other
additional/alternative clearance
system approved by the Company and
the Agent: [ ]
46. Notes to be listed on the London
Stock Exchange, the Paris Bourse
or other stock exchange: [Yes (give
details)/No]
47. Whether Notes are convertible at
option of Company/Holder into
Notes of another Interest/Payment
Basis, Dates of Conversion or
Option Exercise/Interest Payment
Basis/other relevant terms [ give details]
48. Whether interests in the Temporary
Global Note are exchangeable for
interests in the Permanent Global
IV-12
<PAGE>
Note and/or Definitive Notes and
in the case of Definitive Notes,
any notice period required: [ ]
49. Method of Distribution [Syndicated/non-
syndicated]
(a) If syndicated, names of
Managers and, if non-
syndicated, name of Dealer. [give details]
50. Further Issues: [The Company may
from time to time
without the consent
of the Noteholders
create and issue
further securities
having the same
terms and
conditions
as the Notes so
that the same shall
be consolidated and
form a single
series with
such Notes and
references in these
conditions to
"Notes" shall be
construed
accordingly.]
51. Cost, if any, to be borne by
Noteholder in connection with
exchanges for security printed
Definitive Notes: [ ]
52. Purchaser's account number with
[Euroclear/Cedel] to which the
Notes are to be credited: [ ]
53. In the case of Notes listed on the
Paris Bourse: [ ]
(a) Number of Notes to be issued
in each Specified
Denomination:
(b) SICOVAM number or, in the
case of Partly Paid Notes,
SICOVAM numbers, if any: [ ]
IV-13
<PAGE>
(c) Paying agent in France (if
any): [name and address]
(d) (i) address in Paris where
documents incorporated by
reference (or otherwise to be
made available for inspection
may be inspected):
(e) Specialist broker: [address]
(f) Responsibility statement for
Pricing Supplement, in the
required form duly completed
to meet listing requirements
on the Paris Bourse. [ ]
IV-14
<PAGE>
ANNEX C
-------
FORM OF COMPANY'S CONFIRMATION TO AGENT AND PURCHASERS
------------------------------------------------------
[Date]
To: The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
P.O. Box 16
London EC2P 2HD
Attention: Manager - Corporate Trust Operations]
and: [Name of Purchaser]
TOYOTA MOTOR CREDIT CORPORATION - EMTN Program
----------------------------------------------
We hereby confirm our telephone instruction to The Chase Manhattan Bank, N.A.,
as Agent, to prepare, complete, authenticate and issue Temporary Global Notes
in accordance with the terms of the Procedures Memorandum relating to the
above Program and to give instructions to Euroclear or Cedel as follows:
Credit account number [ ] of [name of Purchaser] with
[Euroclear/Cedel]* with the following Notes:
[Include whichever of the following apply]
1. Series no. and, if not a new
Series, the date from which the
Tranche being issued is to form a
single series with the other Notes
comprising the Series: [ ]
2. Specified Currency (or Currencies
in the case of Dual Currency
Notes): [ ]
3. Aggregate Principal Amount: [ ]
4. Interest/Payment Basis; and if [Fixed Rate /
more than one, the dates during Floating Rate /
which each Interest/Payment Basis Zero Coupon /
will apply: Index Linked /
Dual Currency]
IV-15
<PAGE>
5. Issue Date: [ ]
6. Specified Denomination(s): [ ]
7. Issue Price: [ ]
8. Details relating to Partly Paid
Notes; amount of each payment
comprising the Issue Price and
date on which each payment is to
be made: [ ]
9. Interest Commencement Date: [ ]
10. Maturity Date (Fixed Rate, Zero
Coupon, Dual Currency and Indexed
Notes): [ ]
11. Redemption Month (Floating Rate Note): [month and year]
12. Final Redemption Amount: [ ]%
13. Installment Dates
(Installment Note): [ ]
14. Installment Amounts
(Installment Note): [ ]% per [ ] in
principal amount
15. Fixed Rate of Interest (Fixed Rate
Note): [ ]% per annum
16. Fixed Interest Date(s)
(Fixed Rate Note): [ ]
17. Initial Broken Amount
(Fixed Rate Note): [ ]% per [ ] in
principal amount
18. Final Broken Amount (Fixed Rate
Note): [ ]% per [ ] in
principal amount
19. Applicable "Business Day
Convention" (if different from
that in Condition 4(a)(i)) (Fixed
Rate): [ ]
IV-16
<PAGE>
20. Applicable definition of "Business
Day" (if different from Condition
4(b)(i)): [ ]
21. Other Terms relating to the
calculation of Interest (Fixed
Rate Note): [ ]
22. Interest Period(s) or Specified
Interest Payment Dates (Floating
Rate Note): [ ]
23. Manner in which the Rate of
Interest is to be determined
(Floating Rate Note): [ ]
(a) Reset Date(s) (Floating Rate
Note): [ ]
(b) ISDA Determination -
Spread/Margin: [+/-] [ ]% per
annum
(c) ISDA Determination - Floating
Rate Option: [ ]
(d) ISDA Determination -
Designated Maturity: [ ]
(e) Screen Rate Determination -
Reference Rate: [ ]
(f) Screen Rate Determination -
Margin: [+/-] [ ]% per
annum
(g) Screen Rate Determination -
Relevant Page: [ ]
24. Applicable Reference Banks (if
different from that in Condition
4(b)(iv)(E)) (Floating Rate Note): [ ]
25. Applicable "Interest Determination
Date" definition (if different
from that in Condition 4(b)(iv)(F)
(Floating Rate Note): [ ]
26. Applicable "Business Day
Convention" (if different from
IV-17
<PAGE>
that in Condition 4(b)(i))
(Floating Rate Note): [ ]
27. Applicable definition of "Business
Day" (if different from Condition
4(b)(i)) (Floating Rate Note): [ ]
28. Minimum Rate of Interest (Floating
Rate Note): [ ]% per annum
29. Maximum Rate of Interest (Floating
Rate Note): [ ]% per annum
30. Agent responsible for determining
Rate of Interest (Floating Rate
Note): [ ]
31. Accrual Yield (Zero Coupon
Note): [ ]% per annum
32. Reference Price (Zero Coupon
Note): [ ]
33. Other Formula or Basis for [ give details]
determining amount payable under
Condition 5(f)(iii) (Zero Coupon
Note)
34. Index (Indexed Notes):
(a) Formula (Indexed Notes): [ give details]
(b) Agent responsible for
calculating the
principal/interest due
(Indexed Notes): [ ]
(c) Provisions where calculation
by reference to Index and/or
Formula is impossible or
impracticable: [ ]
35. Dual Currency Note:
(a) Rate(s) of Exchange/method of
calculating Rate(s) of
Exchange (Dual Currency
Note): [ give details]
IV-18
<PAGE>
(b) Agent, if any, responsible
for calculating the principal
and/or interest payable (Dual
Currency Note): [ ]
(c) Provisions where calculation
by reference to Rate(s) of
Exchange is impossible or
impracticable (Dual Currency
Note): [ ]
(d) Person at whose option any
Specified Currency or
Currencies is or are to be or
may be payable (Dual Currency
Note): [ ]
36. Partly Paid Notes:
(a) Amount of each Installment [ ]% per [ ] in
principal amount
(b) Due dates of subsequent
installments [ ]
(c) Forfeiture date if subsequent
installment not paid [ ]
(d) Rate of interest to accrue on
installment after due date [ ]
(e) Other details [ ]
37. Company's Optional Redemption -
[Yes/No] if yes,
(a) Optional Redemption Date(s) [ ]
(b) Optional Redemption Amount(s)
and method, if any, of calcu-
lation of such amount(s) [ ]
(c) If redeemable in part,
(i) Minimum Redemption
Amount [ ]
(ii) Higher Redemption
Amount [ ]
38. Redemption at the option of the
Noteholders - [Yes/No] if yes,
IV-19
<PAGE>
(a) Optional Redemption Date(s) [ ]
(b) Optional Redemption Amount(s)
and/or method, if any, of
calculation of such amounts [ ]
39. Early Redemption Amount(s) payable
on redemption for taxation reasons
or on event of default and/or the
method, if any, of calculating the
same (if required or if different
from that set out in Condition
5(f)): [ ]
40. Talons for future Coupons to be
attached to definitive Notes (and
dates on which such Talons
mature): [Yes/No. If yes,
give details]
41. Details of relevant stabilizing
manager, if any: [ ]
42. Additional selling restrictions: [ give details]
43. Other terms or special conditions: [ ]
44. The relevant Euroclear and Cedel
Common Code and ISIN Numbers: [ ]
45. Details of SICOVAM or any other
additional/alternative clearance
system approved by the Company and
the Agent: [ ]
46. Notes to be listed on the London
Stock Exchange, the Paris Bourse
or other stock exchange: [Yes (give
details)/No]
47. Whether Notes are convertible at
option of Company/Holder into
Notes of another Interest/Payment
Basis, Dates of Conversion or
Option Exercise/Interest Payment
Basis/other relevant terms [ give details]
48. Whether interests in the Temporary
Global Note are exchangeable for
interests in the Permanent Global
IV-20
<PAGE>
Note and/or Definitive Notes and
in the case of Definitive Notes,
any notice period required: [ ]
49. Method of Distribution [Syndicated/non-
syndicated]
(a) If syndicated, names of
Managers and, if non-
syndicated, name of Dealer. [give details]
50. Further Issues: [The Company may
from time to time
without the consent
of the Noteholders
create and issue
further securities
having the same
terms and
conditions as the
Notes so that the
same shall be
consolidated and
form a single
series with such
Notes and
references in these
conditions to
"Notes" shall be
construed
accordingly.]
51. Cost, if any, to be borne by
Noteholder in connection with
exchanges for security printed
Definitive Notes: [ ]
52. Purchaser's account number with
[Euroclear/Cedel] to which the
Notes are to be credited: [ ]
53. In the case of Notes listed on the Paris
Bourse: [ ]
(a) Number of Notes to be issued
in each Specified
Denomination:
(b) SICOVAM number or, in the
case of Partly Paid Notes,
SICOVAM numbers, if any: [ ]
IV-21
<PAGE>
(c) Paying agent in France (if
any): [name and address]
(d) (i) address in Paris where
documents incorporated by
reference (or otherwise to be
made available for inspection
may be inspected):
(e) Specialist broker: [address]
(f) Responsibility statement for
Pricing Supplement, in the
required form duly completed
to meet listing requirements
on the Paris Bourse. [ ]
IV-22
<PAGE>
ANNEX D
-------
FORM OF PRICING SUPPLEMENT
--------------------------
(to be completed by the Agent)
[Date]
TOYOTA MOTOR CREDIT CORPORATION - EMTN Program
----------------------------------------------
We are instructed to confirm the following agreement for the issue of Notes:
[Include whichever of the following apply]
1. Series no. and, if not a new
Series, the date from which the
Tranche being issued is to form a
single series with the other Notes
comprising the Series: [ ]
2. Specified Currency (or Currencies
in the case of Dual Currency
Notes): [ ]
3. Aggregate Principal Amount: [ ]
4. Interest/Payment Basis; and if [Fixed Rate /
more than one, the dates during Floating Rate /
which each Interest/Payment Basis Zero Coupon /
will apply: Index Linked /
Dual Currency]
5. Issue Date: [ ]
6. Specified Denomination(s): [ ]
7. Issue Price: [ ]
8. Details relating to Partly Paid
Notes; amount of each payment
comprising the Issue Price and
date on which each payment is to
be made: [ ]
9. Interest Commencement Date: [ ]
10. Maturity Date (Fixed Rate, Zero
IV-23
<PAGE>
Coupon, Dual Currency and Indexed
Notes): [ ]
11. Redemption Month (Floating Rate
Note): [month and year]
12. Final Redemption Amount: [ ]%
13. Installment Dates
(Installment Note): [ ]
14. Installment Amounts
(Installment Note): [ ]% per [ ] in
principal amount
15. Fixed Rate of Interest (Fixed Rate
Note): [ ]% per annum
16. Fixed Interest Date(s)
(Fixed Rate Note): [ ]
17. Initial Broken Amount
(Fixed Rate Note): [ ]% per [ ] in
principal amount
18. Final Broken Amount (Fixed Rate
Note): [ ]% per [ ] in
principal amount
19. Applicable "Business Day
Convention" (if different from
that in Condition 4(a)(i)) (Fixed
Rate): [ ]
20. Applicable definition of "Business
Day" (if different from Condition
4(b)(i)): [ ]
21. Other Terms relating to the
calculation of Interest (Fixed Rate Note): [ ]
22. Interest Period(s) or Specified Interest
Payment Dates (Floating Rate Note): [ ]
23. Manner in which the Rate of Interest
is to be determined (Floating Rate Note): [ ]
(a) Reset Date(s) (Floating Rate
IV-24
<PAGE>
Note): [ ]
(b) ISDA Determination - Spread/Margin: [+/-] [ ]% per
annum
(c) ISDA Determination - Floating
Rate Option: [ ]
(d) ISDA Determination -
Designated Maturity: [ ]
(e) Screen Rate Determination -
Reference Rate: [ ]
(f) Screen Rate Determination -
Margin: [+/-] [ ]% per
annum
(g) Screen Rate Determination -
Relevant Page: [ ]
24. Applicable Reference Banks (if
different from that in Condition
4(b)(iv)(E)) (Floating Rate Note): [ ]
25. Applicable "Interest Determination
Date" definition (if different
from that in Condition 4(b)(iv)(F)
(Floating Rate Note): [ ]
26. Applicable "Business Day
Convention" (if different from
that in Condition 4(b)(i))
(Floating Rate Note): [ ]
27. Applicable definition of "Business
Day" (if different from Condition
4(b)(i)) (Floating Rate Note): [ ]
28. Minimum Rate of Interest (Floating
Rate Note): [ ]% per annum
29. Maximum Rate of Interest (Floating
Rate Note): [ ]% per annum
30. Agent responsible for determining
Rate of Interest (Floating Rate
Note): [ ]
31. Accrual Yield (Zero Coupon Note): [ ]% per annum
IV-25
<PAGE>
32. Reference Price (Zero Coupon Note): [ ]
33. Other Formula or Basis for [ give details]
determining amount payable under
Condition 5(f)(iii) (Zero Coupon
Note)
34. Index (Indexed Notes): [ give details ]
(a) Formula (Indexed Notes): [ give details ]
(b) Agent responsible for
calculating the
principal/interest due
(Indexed Notes): [ ]
(c) Provisions where calculation
by reference to Index and/or
Formula is impossible or
impracticable: [ ]
35. Dual Currency Note:
(a) Rate(s) of Exchange/method of
calculating Rate(s) of
Exchange (Dual Currency
Note): [ give details ]
(b) Agent, if any, responsible
for calculating the principal
and/or interest payable (Dual
Currency Note): [ ]
(c) Provisions where calculation
by reference to Rate(s) of
Exchange is impossible or
impracticable (Dual Currency
Note): [ ]
(d) Person at whose option any
Specified Currency or
Currencies is or are to be or
may be payable (Dual Currency
Note): [ ]
36. Partly Paid Notes:
(a) Amount of each installment [ ]% per [ ] in
IV-26
<PAGE>
(b) Due dates of subsequent
installments principal amount
(c) Forfeiture date if subsequent
installment not paid [ ]
(d) Rate of interest to accrue on
installment after due date [ ]
(e) Other details [ ]
37. Company's Optional Redemption -
[Yes/No] if yes,
(a) Optional Redemption Date(s) [ ]
(b) Optional Redemption Amount(s)
and method, if any, of calcu-
lation of such amount(s) [ ]
(c) If redeemable in part,
(i) Minimum Redemption
Amount [ ]
(ii) Higher Redemption
Amount [ ]
38. Redemption at the option of the
Noteholders - [Yes/No] if yes,
(a) Optional Redemption Date(s) [ ]
(b) Optional Redemption Amount(s)
and/or method, if any, of
calculation of such amounts [ ]
39. Early Redemption Amount(s) payable
on redemption for taxation reasons
or on event of default and/or the
method, if any, of calculating the
same (if required or if different
from that set out in Condition
5(f)): [ ]
40. Talons for future Coupons to be
attached to definitive Notes (and
dates on which such Talons
mature): [Yes/No. If yes,
give details]
IV-27
<PAGE>
41. Details of relevant stabilizing
manager, if any: [ ]
42. Additional selling restrictions: [ give details ]
43. Other terms or special conditions: [ ]
44. The relevant Euroclear and Cedel
Common Code and ISIN Numbers: [ ]
45. Details of SICOVAM or any other
additional/alternative clearance
system approved by the Company and the
Agent: [ ]
46. Notes to be listed on the London
Stock Exchange, the Paris Bourse
or other stock exchange: [Yes (give
details)/No]
47. Whether Notes are convertible at
option of Company/Holder into
Notes of another Interest/Payment
Basis, Dates of Conversion or
Option Exercise/Interest Payment
Basis/other relevant terms [ give details ]
48. Whether interests in the Temporary
Global Note are exchangeable for
interests in the Permanent Global
Note and/or Definitive Notes and
in the case of Definitive Notes,
any notice period required: [ ]
49. Method of Distribution [Syndicated/non-
syndicated]
(a) If syndicated, names of
Managers and, if non-
syndicated, name of Dealer. [give details]
50. Further Issues: [The Company may
from time to time
without the consent
of the Noteholders
create and issue
further securities
having the same
terms and conditions
IV-28
<PAGE>
as the Notes so that
the same shall be
consolidated and
form a single series
with such Notes and
references in these
conditions to
"Notes" shall be
construed
accordingly.]
51. Cost, if any, to be borne by
Noteholder in connection with
exchanges for security printed
Definitive Notes: [ ]
52. Purchaser's account number with
[Euroclear/Cedel] to which the
Notes are to be credited: [ ]
53. In the case of Notes listed on the
Paris Bourse: [ ]
(a) Number of Notes to be issued
in each Specified
Denomination:
(b) SICOVAM number or, in the
case of Partly Paid Notes,
SICOVAM numbers, if any: [ ]
(c) Paying agent in France (if [name and address]
any):
(d) (i) address in Paris where
documents incorporated by
reference (or otherwise to be
made available for inspection
may be inspected): [address]
(e) Specialist broker:
(f) Responsibility statement for
Pricing Supplement, in the
required form duly completed
to meet listing requirements
on the Paris Bourse. [ ]
IV-29
<PAGE>
PERSONNES QUI ASSUMENT
LA RESPONSABILITE DE LA NOTE D'INFORMATION
COMPOSE DE LA PRESENTE NOTE D'OPERATION (PRICING SUPPLEMENT)
(DE LA NOTE D'OPERATION AYANT RECU DE LA COB LE
VISA NO. . . DU . . .)
ET DU DOCUMENT DE BASE (OFFERING CIRCULAR)
1. Au nom de l'emetteur
A la connaissance de l'emetteur, les donnees de la presente Note
d'Information sont conforme a la realite et ne comportent pas d'omission de
nature a en alterer la portee.
Aucun element nouveau, (autres que ceux mentionnes dans la presente Note
d'Operation), intervenu depuis.
le , 1995, date du visa no. appose par la Commission
-- -------- ---
des Operations de Bourse sur le Document de Base (Prospectus).
(le [ ] date du visa no [ ]appose par la Commission des
--
Operations de Bourse sur la Note d'Information),
n'est susceptible d'affecter de maniere significative la situation financiere
de l'emetteur dans le contexte de la presente emission.
Toyota Motor Credit Corporation
(Name of relevant Dealer/lead manager/other Paris listing agent)
- -----------------------------
[Name and title of signatory]
2. Au nom de la banque presentatrice
Personne assumant la responsabilite de la Note d'Information, composee
du Document de Base, (de la Note d'Information . . .) et de la presente Note
d'Operation.
- -----------------------------
[Name and title of signatory]
(g) a statement that a notice legale in respect of the Prospectus has
been published in the Bulletin des Annonces Legales Obligatoires (BALO),
specifying the date of such publication and, in addition, a statement in
IV-30
<PAGE>
French in respect of the Pricing Supplement in the following form:
La notice legale sera publiee au Bulletin des Annonces Legales
Obligatoires (BALO) du (date). La presente "Note d'Information" ne peut etre
distribuee en France avant la date effective de cotation de l'emprunt a la
Bourse de Paris et la publicite legale au BALO, and
(h) the visa numbers allocated by the COB in respect of the Prospectus
and the Pricing Supplement:
VISAS DE LA COMMISSION DES OPERATIONS DE BOURSE
En vue de la cotation a Paris des obligations, et par application des
articles 6 et 7 de l'ordonnance no. 67-833 du 28 septembre 1967, la Commission
des Operations de Bourse a enregistre le Document de Base sous le visa no. (*)
du (date) et a appose sur la presente "Note d'Information" la visa no. (*) du
(date).
- ----------------------------------------------------------------
Euroclear and Cedel Common Code: ISIN:
[SICOVAM Code (if applicable:]
- ----------------------------------------------------------------
The following information is to be included only in the version of the Pricing
Supplement which is submitted to the London Stock Exchange in the case of
Notes to be listed on such London Stock Exchange:
Application is hereby made to list this issue of Notes pursuant to the listing
of the U.S. $9,500,000,000 Euro Medium Term Note Program of Toyota Motor
Credit Corporation (as from [insert date of or prior to settlement date for
the issue of the Notes]).
THE CHASE MANHATTAN BANK, N.A.
(as Agent)
By:
----------------------------
IV-31
<PAGE>
ANNEX E
-------
TRADING DESK INFORMATION
------------------------
The Company
-----------
TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue A105
Torrance, California 90509
Telephone No: (310) 787-6195
Fax No: (310) 787-6194
Attention: National Treasury Manager
The Dealers
- -----------
BANQUE PARIBAS CS FIRST BOSTON LIMITED
33 Wigmore Street One Cabot Square
London W1H OBN London E14 4QJ
Telephone: 0171 355 2000 Telephone: 010 516 4021
Telefax: 0171 895 2555 Telefax: 010 516 3719
Telex: 296723 PBRCAP Telex: 892132 CSFB G
Attention: Euro Medium Term Note Desk Attention: MTN Trading Desk
GOLDMAN SACHS INTERNATIONAL MERRILL LYNCH FINANCE SA
Peterborough Court 96, avenue d'Iena
133 Fleet Street 75116 Paris, France
London EC4A 2BB
Telephone: 0171-774-2295 Telephone: 331-4069
Telefax: 0171-774-5711 Telefax: 605-985
Telex: 94012165 GSHH G Telex: 33149520502
Attention: Euro Medium Term Note Desk Attention: EMTN Trading and
Distribution Desk
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
1 Broadgate MORGAN STANLEY & CO.
London EC2M 7HA LIMITED INTERNATIONAL
25 Cabot Square
Telephone: 0171 256 8256 Canary Wharf
Telefax: 0171 260 2135 London E14 4QA
Telex: 888881 LEHMAN G Telephone: 0171 425-7700
Attention: EMTN Trading Desk Telefax: 0171 425-7994
Telex: 8812564
Attention: Managing Director,
MERRILL LYNCH INTERNATIONAL LIMITED Debt Capital Markets
Ropemaker Place
25 Ropemaker Street J.P. MORGAN SECURITIES LTD.
London EC2Y 9LY 60 Victoria Embankment
London EC4Y 0JP
Telephone: 0171 867 3995
Telefax: 0171 867 4327 Telephone: 0171 779 3469
Telex: 8811047 MERLYN G Telefax: 0171 325 8255
Attention: EMTN Trading and Telex: 8954804 MGLTD G
Distribution Desk Attention: Euro Medium Term Note
IV-32
<PAGE>
NOMURA INTERNATIONAL plc
Nomura House
1, St. Martin's-le-Grand SWISS BANK CORPORATION
London EC1A 4NP 1 High Timber Street
London EC4V 35B
Telephone: 0171 936 2827 Telephone: 0171 711 2479
Telefax: 0171 583 1832 Telefax: 0171 711 2411
Telex: 883119 NOMURA G Telex: 887434 SBCO G
Attention: Fixed Income Trading Attention: MTN Group
UBS LIMITED
100 Liverpool Street
London EC2M 2RH
Telephone: 0171 901 4253
Telefax: 0171 901 3795
Telex: 8812800 UBSLTD G
Attention: Euro Medium Term Note Desk
IV-33
<PAGE>
Exhibit V to Amendment No. 1
to the Amended and Restated
Agency Agreement
APPENDIX E
----------
FORM OF THE NOTES
V-1
<PAGE>
FORM OF THE NOTES
Each Tranche of Notes will initially be represented by one or more
temporary global Notes, without receipts, interest coupons or talons, which
will be delivered to a common depositary for Euroclear and Cedel.
If an interest payment date for any Notes occurs while such Notes are
represented by a temporary global Note, the related interest payment will be
made against presentation of the temporary global Note only to the extent that
certification of non-U.S. beneficial ownership (in the form set out in the
temporary global Note) has been received by Euroclear or Cedel. Interests in
the temporary global Note will be exchangeable for interests in a permanent
global Note and/or for security printed definitive Notes (at the option of
TMCC or as otherwise indicated in the applicable Pricing Supplement) not
earlier than the date (the "Exchange Date") which is 40 days after the date
on which the temporary global Note is issued, provided that certification of
non-U.S. beneficial ownership has been received. No interest payments will be
made on a temporary global Note after the Exchange Date.
Payments of principal or interest (if any) in respect of a permanent
global Note will be made through Euroclear and Cedel against presentation or
surrender, as the case may be, of the permanent global Note without any
requirement for further certification. A permanent global Note will be
exchangeable in whole, but not in part, for security printed definitive Notes
with, where applicable, receipts, interest coupons and talons attached not
earlier than the Exchange Date (i) at the option of TMCC; and (ii) if
specified in the applicable Pricing Supplement, at the option of Noteholders.
If a portion of the Notes continue to be represented by the temporary global
Note after the issuance of definitive Notes, the temporary global Note shall
thereafter be exchangeable only for definitive Notes, subject to certification
of non-U.S. beneficial ownership. Unless specified in the applicable Pricing
Supplement, investors will have no right to require the delivery of definitive
Notes, except in certain limited circumstances such as the closure of the
relevant clearance systems. If the applicable Pricing Supplement provides
investors with the right to require the delivery of definitive Notes, such
delivery may be conditioned on written notice, as specified in the applicable
Pricing Supplement, from Euroclear or Cedel (as the case may be) acting on
instructions of the holders of interest in the temporary or permanent global
Note. No definitive Note delivered in exchange for a permanent or temporary
global Note shall be mailed or otherwise delivered to any locations in the
United States of America in connection with such exchange. Temporary and
permanent global Notes and definitive Notes will be issued by The Chase
Manhattan Bank, N.A., London Office, as issuing and principal paying agent
and, if so specified in the applicable Pricing Supplement, as calculation
agent (the "Agent", which expression includes any successor agents or any
other calculation agent specified in the applicable Pricing Supplement)
pursuant to an Amended and Restated Agency Agreement dated as of July 28,
1994, as amended (the "Agency Agreement"), and made between TMCC, the Agent
and the other paying agents named therein (together with the Agent, the
"Paying Agents", which expression includes any additional or successor paying
agents). Until exchanged in full, the holder of an interest in any global Note
shall in all respects be entitled to the same benefits as the holder of
definitive Notes, receipts and interest coupons, except as set out in the
terms and conditions applicable thereto.
V-2
<PAGE>
If specified in the applicable Pricing Supplement, other clearance
systems (including in the case of Notes listed on the Paris Bourse, Societe
Interprofessionnelle pour la Compensation des Valeurs Mobilieres and the
Intermediaries financiers habilites authorized to maintain accounts therein
(together, "SICOVAM")) capable of complying with the certification
requirements set forth in the temporary global Note may be used in addition
to or in lieu of Euroclear and Cedel.
Temporary and permanent global Notes and definitive Notes will be issued
in bearer form only. The following legend will appear on all global Notes,
definitive Notes, receipts and interest coupons:
"Any United States person (as defined in the Internal Revenue
Code of the United States) who holds this obligation will be
subject to limitations under the United States income tax laws,
including the limitations provided in sections 165(j) and 1287(a)
of the Internal Revenue Code."
The sections referred to provide that United States holders, with
certain exceptions, will not be entitled to deduct any loss on Notes, receipts
or interest coupons and will not be entitled to capital gains treatment of any
gain on any sale, disposition or payment of principal in respect of Notes,
receipts or interest coupons.
The Pricing Supplement relating to each Tranche will contain such of the
following information as is applicable in respect of such Notes (all
references to numbered Conditions being to the Terms and Conditions of the
relevant Notes):
(i) the Series number;
(ii) if not a new Series, the date from which the Tranche of Notes
being issued is to form a single series with the other Notes comprising
that Series;
(iii) the currency (which expression shall include ECU and other
currency units) in which the Notes are denominated and, in the case of
Dual Currency Notes (as defined below), the currency or currencies in
which payment in respect of the Notes is to be made (each a "Specified
Currency");
(iv) the aggregate principal amount of the Notes to be issued;
(v) the interest and/or payment basis (the "Interest/Payment
Basis") of the Notes, which may be one or more of the following:
(a) Notes bearing interest on a fixed rate basis ("Fixed Rate
Notes");
(b) Notes bearing interest on a floating rate basis ("Floating
Rate Notes");
(c) Notes issued on a non-interest bearing basis ("Zero Coupon
Notes");
V-3
<PAGE>
(d) Notes with respect to which principal and/or interest is
calculated by reference to an index and/or a formula
("Indexed Notes"); and/or
(e) Notes with respect to which principal and/or interest is
payable in one or more Specified Currencies other than the
Specified Currency in which they are denominated ("Dual
Currency Notes");
(vi) if the Notes are not to have a single specified
Interest/Payment Basis continuously from the Issue Date to the stated maturity
thereof, the dates from (and including) and to (but excluding) which such
Notes will have each specified Interest/Payment Basis;
(vii) the date on which the Notes will be issued (the "Issue Date");
(viii) the denomination(s) of such Notes (each a "Specified
Denomination");
(ix) the price (generally expressed as a percentage of the
principal amount of the Notes) at which the Notes will be issued (the "Issue
Price");
(x) in the case of Notes which are to be issued on a partly paid
basis ("Partly Paid Notes"), the amount of each installment comprising the
Issue Price and the date on which each payment is to be made and the
consequences (if any) of failure to make any such payment;
(xi) in the case of interest-bearing Notes, the date from which
such Notes bear interest (the "Interest Commencement Date"), which may or may
not be the Issue Date;
(xii) in the case of Notes other than Floating Rate Notes, the date
on which such Notes (unless previously redeemed or purchased and cancelled)
will be redeemed (the "Maturity Date");
(xiii) in the case of Floating Rate Notes, the month and year in
which the Notes (unless previously redeemed or purchased and cancelled) will
be redeemed (the "Redemption Month");
(xiv) the amount at which each Note will be redeemed under (xii) and
(xiii) above (the "Final Redemption Amount"), generally expressed as a
percentage of the principal amount of the Notes and/or, in the case of Indexed
Notes or Dual Currency Notes, as specified in accordance with (xix) or (xx)
below;
(xv) in the case of Notes redeemable in installments:
(a) the date on which each installment is payable (each an
"Installment Date"); and
V-4
<PAGE>
(b) the amount, generally expressed as a percentage of the
principal amount of the Notes, of each such installment (each
an "Installment Amount");
(xvi) in the case of Fixed Rate Notes:
(a) the rate, generally expressed as a percentage rate per annum,
at which the Notes bear interest (the "Fixed Rate of
Interest"), which may remain the same throughout the life of
the Notes or increase and/or decrease;
(b) the date(s) in each year on which interest is payable
throughout the life of the Notes (each a "Fixed Interest
Date");
(c) where the period from the Interest Commencement Date to the
next Fixed Interest Date differs from the period between
subsequent Fixed Interest Dates, the amount of the first
payment of interest (the "Initial Broken Amount");
(d) where the Maturity Date is not a Fixed Interest Date, the
amount of the final payment of interest (the "Final Broken
Amount"); and
(e) the applicable Business Day Convention (if different from
that set out in Condition 4(a)(i));
(f) the applicable definition of "Business Day" (if different from
that set out in Condition 4(b)(i));
(g) any other terms relating to the particular method of
calculating interest for such Notes;
(xvii) in the case of Floating Rate Notes:
(a) the number of months or other period from (and including) the
Interest Commencement Date to (but excluding) the first
Interest Payment Date (as defined in Condition 4(b)(i)) and
from (and including) that and each successive Interest
Payment Date thereafter to (but excluding) the next following
Interest Payment Date (each an "Interest Period"), which may
or may not be the same number of months or other period
throughout the life of the Notes;
(b) the manner in which the rate of interest (the "Rate of
Interest") is to be determined, including:
(1) the date(s) on which the interest rate is to be reset
(the "Reset Date");
(2) where the Rate of Interest is to be determined by
reference to the ISDA Agreement and Confirmation (as
defined and described respectively in Condition
4(b)(iii)) and Condition 4(b)(iii) applies, the
"Floating Rate Option" (as defined below), "Designated
Maturity" (as defined below) and margin (the "Margin")
(which Margin may remain the same throughout the life
V-5
<PAGE>
of the Notes or increase and/or decrease);
(3) where the Rate of Interest is to be determined as
provided in Condition 4(b)(iv) ("Screen Rate
Determination"):
(A) the reference rate (the "Reference Rate") by
which the Rate of Interest is to be determined;
(B) the Margin, if any, (expressed as a percentage
rate per annum) over or under the Reference
Rate by which the Rate of Interest is to be
determined (which Margin may remain the same
throughout the life of the Notes or increase
and/or decrease) specifying whether any such
Margin is to be added to, or subtracted from,
the Reference Rate; and
(C) the page, whatever its designation, on which
the Reference Rate is for the time being
displayed on the Reuters Monitor Money Rates
Service or the appropriate Associated
Press-Dow Jones Telerate Service or such other
service as is indicated in the applicable
Pricing Supplement; and
(4) where the Rate of Interest is to be calculated
otherwise than by reference to (1) or (2) above,
details of the basis for determination of the Rate of
Interest and any alternative fall-back provisions;
(c) the applicable definition of "Reference Banks" (if different from
that set forth in Condition 4(b)(iv)(E)); and
(d) the applicable definition of "Interest Determination Date" (if
different from that set out in Condition 4(b)(iv)(F));
(e) the applicable Business Day Convention (if different from that
set out in Condition 4(b)(i));
(f) the applicable definition of "Business Day" (if different from
that set out in Condition 4(b)(i));
(g) the minimum Rate of Interest, if any, at which the Notes will
bear interest, which may remain the same throughout the life of
the Notes or increase and/or decrease;
(h) the maximum Rate of Interest, if any, at which the Notes will
bear interest, which may remain the same throughout the life of
the Notes or increase and/or decrease; and
(i) if different from the Agent, details of the agent responsible for
calculating (xvii)(b) above;
(xviii) in the case of Zero Coupon Notes:
V-6
<PAGE>
(a) the accrual yield in respect of such Notes (the "Accrual Yield")
expressed as a percentage rate per annum;
(b) the reference price attributed to the Notes on issue (the
"Reference Price"); and
(c) any other formula or basis for determining the amount payable, in
each case for the purposes of Condition 5(f)(iii);
(xix) in the case of Indexed Notes:
(a) the index (the "Index") to which amounts payable in respect of
principal and/or interest are linked and/or the formula (the
"Formula") to be used in determining the amounts of principal
and/or interest due;
(b) the agent responsible for calculating the amount of principal
and/or interest due; and
(c) the provisions regarding calculation of principal and/or interest
in circumstances where such calculation by reference to the Index
and/or the Formula is impossible and/or impracticable;
(xx) in the case of Dual Currency Notes:
(a) the exchange rate(s) or basis of calculating the exchange rate(s)
to be used in determining the amounts of principal and/or
interest payable in the Specified Currencies (the "Rate(s) of
Exchange");
(b) the agent, if any, responsible for calculating the amount of
principal and/or interest payable in the Specified Currencies;
(c) the provisions regarding calculation of principal and/or interest
in circumstances where such calculation by reference to the
Rate(s) of Exchange is impossible and/or impracticable; and
(d) the person at whose option any Specified Currency or Currencies
is or are to be or may be payable;
(xxi) in the case of Partly Paid Notes:
(a) the amount of each installment (expressed as a percentage of the
principal amount of each Note) of the Issue Price for such Notes;
(b) the due date(s) for any subsequent installments of the Issue
Price;
(c) the date (if any) after which a holder shall forfeit any relevant
Partly Paid Notes should payment of any subsequent installment(s)
not be made on or prior to such date together with accrued
interest;
V-7
<PAGE>
(d) the rate(s) of interest to accrue on the first and any subsequent
installment(s) after the due date for payment of such
installment(s); and
(e) any other relevant information;
(xxii) whether the Notes are to be redeemable at the option of TMCC
(other than for taxation reasons) and/or the Noteholders and, if so:
(a) each date upon which redemption may occur (each an "Optional
Redemption Date") which, in the case of Notes denominated in
sterling or French Franc Notes, may not be prior to one year and
in the case of Notes denominated in DM, may not be prior to two
years from the Issue Date;
(b) each redemption amount for the Notes (each an "Optional
Redemption Amount") and/or the method, if any, of calculating the
same; and
(c) in the case of Notes redeemable by TMCC in part, the minimum
principal amount of the Notes permitted to be so redeemed at any
time (the "Minimum Redemption Amount") and any greater principal
amount of the Notes permitted to be so redeemed at any time (each
a "Higher Redemption Amount"), if any;
(xxiii) the redemption amount (the "Early Redemption Amount") with respect
to the Notes payable on redemption for taxation reasons or following an Event
of Default and/or method, if any, of calculating the same if required to be
specified by, or if different from that set out in, Condition 5(f);
(xxiv) whether talons for future coupons or receipts are to be attached
to definitive Notes on issue and, if so, the date on which such
talons mature;
(xxv) details of the relevant stabilizing manager (if any);
(xxvi) any additional selling restrictions which are required;
(xxvii) details of any other relevant terms of such Notes or special
conditions not inconsistent with the provisions of the Agency Agreement;
(xxviii) the relevant Euroclear and Cedel Common Code and ISIN Number;
(xxix) details of any additional or alternative clearance system
(including, if applicable, SICOVAM) approved by TMCC and the Agent;
(xxx) whether or not the Notes are to be listed on the London Stock
Exchange, the Paris Bourse or any other agreed stock exchange;
(xxxi) whether the Notes are convertible automatically or at the option
of TMCC and/or the holders of Notes into Notes of another Interest/Payment
Basis, the date(s) upon which such conversion will occur or such option(s) may
be exercised and the Interest/Payment Basis and other relevant terms;
V-8
<PAGE>
(xxxii) whether the temporary global Note initially representing the Notes
will be exchangeable for a permanent global Note and/or definitive Notes and
any notice period applicable to an exchange for definitive Notes;
(xxxiii) method of distribution:
(a) if syndicated, the names of the relevant managers;
(b) if non-syndicated, the name of the relevant dealer;
(xxxiv) whether TMCC may from time to time without the consent of the
Noteholders create and issue further securities having the same terms and
conditions as the Notes described in the Pricing Supplement so that the same
shall be consolidated and form a single series with such Notes; and (xxxv) in
the case of any Notes listed on the Paris Bourse:
(a) the number of Notes to be issued in each Specified Denomination;
(b) the SICOVAM number or, in the case of Partly Paid Notes, SICOVAM
numbers, if any;
(c) the name and specified office of any paying agent in France;
(d) the address in Paris where any relevant documents will be
available for inspection and a list of such documents;
(e) the specialist broker in the case of an issue of French Franc
Notes;
(f) a statement in French signed manually or in facsimile by a person
duly authorized on behalf of TMCC and the relevant Purchaser or,
in the case of a syndicated issue of Notes, the relevant lead
manager accepting responsibility for the information contained in
the Pricing Supplement, in the following form:
PERSONNES QUI ASSUMENT
LA RESPONSABILITE DE LA NOTE D'INFORMATION
COMPOSEE DE LA PRESENTE NOTE D'OPERATION (PRICING SUPPLEMENT)
(DE LA NOTE D'INFORMATION AYANT RECU DE LA COB LE
VISA NO /DU )
-------- ---------
ET DU DOCUMENT DE BASE (OFFERING CIRCULAR)
V-9
<PAGE>
1. Au nom de l'emetteur
A la connaissance de l'emetteur, les donnees de la presente Note
d'Information sont conformes a la realite et ne comportent pas
d'omission de nature a en alterer la portee.
Aucun element nouveau, (autres que ceux mentionnes dans la
presente Note d'Operation), intervenu depuis:
- le 26 Juillet 1995, date du visa no. 95-308 appose par la
Commission des Operations de Bourse sur le Document de Base
(Prospectus),
- (le [ ], date du visa no. [ ] appose par la
Commission des Operations de Bourse sur la Note
d'Information),
n'est susceptible d'affecter de maniere significative la
situation financiere de l'emetteur dans le contexte de la
presente emission.
Toyota Motor Credit Corporation
-------------------------------------------------------------
[Name and title of signatory]
2. Au nom de la banque presentatrice
Personne assumant la responsabilite de la Note d'Information,
composee du Document de Base, et de la presente Note d'Operation.
(Name of relevant Dealer/lead manager)
-------------------------------------------------------------
[Name and title of signatory]
(g) a statement in French in respect of the Pricing Supplement in the
following form:
La notice legale sera publiee au Bulletin des Annonces Legales
Obligatoires (BALO) du (date). La presente "Note d'Information" ne peut
etre distribuee en France avant la date effective de cotation de
l'emprunt a la Bourse de Paris et la publicite legale au BALO; and
(h) the visa numbers allocated by the COB in respect of the Offering
Circular and the Pricing Supplement in the following form:
VISAS DE LA COMMISSION DES OPERATIONS DE BOURSE
En vue de la cotation a Paris des obligations, et par application
des articles 6 et 7 de l'ordonnance no. 67-833 du 28 septembre
1967, la Commission des Operations de Bourse a enregistre le
Document de Base sous le visa no. 95-308 du 26 Juillet 1995 et a
appose sur la presente "Note d'Information" la visa no. ( )
du (date).
V-10
<PAGE>
If the applicable Pricing Supplement specifies any modifications to the
Terms and Conditions of the Notes in relation to a particular issue as
described below, it is expected that, to the extent that such modifications
(not being significant for the purposes of section 147 of the Financial
Services Act 1986) relate only to Conditions 1, 3, 4, 5 (except Condition
5(b)), 6, 14 and 16, they will not necessitate the preparation and issue of
a supplementary Offering Circular or listing particulars. If the Terms and
conditions of the Notes are to be modified in any other respect (as would be
the case, for example, for an issue of subordinated Notes), it is expected
that a supplementary Offering Circular or listing particulars or, if
appropriate, further listing particulars describing the modifications will be
prepared and issued.
V-11
<PAGE>
EXHIBIT 10.10(a)
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of September 28, 1995 among TOYOTA MOTOR CREDIT
CORPORATION (the "Borrower"), the BANKS listed on the signature pages hereof
(the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the
"Agent").
W I T N E S E T H :
WHEREAS, the parties hereto have heretofore entered into a Three-
Year Credit Agreement dated as of September 29, 1994 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to modify
the rates of interest and fees payable thereunder and to extend the term
thereof;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise
-----------------------
specifically defined herein, each term used herein which is defined in the
Agreement shall have the meaning assigned to such term in the Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other
similar reference contained in the Agreement shall from and after the date
hereof refer to the Agreement as amended hereby.
SECTION 2. Amendment of the Agreement.
--------------------------
(a) Each reference to "1993" in the definition of "Borrower's 1993
Form 10-K" and in Section 4.04(a) is changed to "1994".
(b) Each reference to "1994" in the definition of "Borrower's
Latest Form 10-Q" and in Sections 4.04(b) and (c) is changed to "1995".
(c) The date "September 29, 1997" appearing in the definition of
"Termination Date" is changed to "September 29, 2000".
(d) The definition of "CD Margin" in Section 2.07(b) is amended to
read as follows:
"CD Margin" means 0.22% per annum.
(e) The term "Euro-Dollar Margin" in Section 2.07(c) is amended to
read as follows:
"Euro-Dollar Margin" means 0.095% per annum.
(f) The first sentence of Section 2.08 is amended to read in its
entirety as follows:
The Borrower shall pay to the Agent for the account of the Banks
ratably a facility fee at the rate of 0.055% per annum.
SECTION 3. Governing Law. This Amendment shall be governed by
-------------
and construed in accordance with the laws of the State of New York.
<PAGE>
SECTION 4. Counterparts; Effectiveness. This Amendment may be
---------------------------
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective as of the date hereof when
the Agent shall have received duly executed counterparts hereof signed by the
Borrower and the Banks (or, in the case of any party as to which an executed
counterpart shall not have been received, the Agent shall have received
telegraphic, telex or other written confirmation from such party of execution
of a counterpart hereof by such party).
-2-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first above written.
TOYOTA MOTOR CREDIT CORPORATION
By /s/ Wolfgang Jahn
--------------------------------
Title: Sr. Vice President
& General Manager
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Kevin J. O'Brien
--------------------------------
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION
By /s/ David A. Rosso
--------------------------------
Title: Vice President
THE BANK OF TOKYO, LTD.
By /s/ Yuji Taniguchi
--------------------------------
Title: General Manager
THE CHASE MANHATTAN BANK N.A.
By /s/ Karl H. Schmidt
--------------------------------
Title: Vice President
-3-
<PAGE>
CITICORP USA, INC.
By /s/ Mark J. Lyons
--------------------------------
Title: Vice President
CREDIT SUISSE
By /s/ Stephen M. Flynn
--------------------------------
Title: Member of Senior
Management
By /s/ Marilou Palenzuela
--------------------------------
Title: Member of Senior
Management
ABN AMRO BANK N.V.
By /s/ John A. Miller
--------------------------------
Title: Vice President
By /s/ Ellen M. Coleman
--------------------------------
Title: Assistant Vice President
BANQUE PARIBAS
By /s/ Gerald Kokal
--------------------------------
Title: Assistant Vice President
By /s/ John Cate
--------------------------------
Title: Group Vice President
-4-
<PAGE>
BARCLAYS BANK PLC
By /s/ Tim Harrington
--------------------------------
Title: Associate Director
DEUTSCHE BANK AG LOS ANGELES AND/OR
CAYMAN ISLANDS BRANCHES
By /s/ Ross A. Howard
--------------------------------
Title: Vice President
By /s/ Lieselotte Stockmann
--------------------------------
Title: Assistant Vice President
THE LONG-TERM CREDIT BANK
OF JAPAN, LTD.
By /s/ Sadao Muraoka
--------------------------------
Title: Deputy General Manager
THE SAKURA BANK, LIMITED
LOS ANGELES AGENCY
By /s/ Sumio Sano
--------------------------------
Title: Senior Vice President
& Deputy General Manager
-5-
<PAGE>
THE SANWA BANK, LIMITED
By /s/ Koichi Ueno
--------------------------------
Title: Assistant Vice President
SWISS BANK CORPORATION,
NEW YORK BRANCH
By /s/ Stephanie W. Kim
--------------------------------
Title: Associate Director
By /s/ H. Clark Worthley
--------------------------------
Title: Associate Director
THE TOKAI BANK, LIMITED
By /s/ Takashi Kawaguchi
--------------------------------
Title: Assistant General
Manager
UNION BANK OF SWITZERLAND
By /s/ James I. Chu
--------------------------------
Title: Assistant Vice President
By /s/ Thomas G. Jackson
--------------------------------
Title: Managing Director
-6-
<PAGE>
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ Kevin J. O'Brien
--------------------------------
Title: Vice President
-7-
<PAGE>
EXHIBIT 10.10(b)
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of September 28, 1995 among TOYOTA MOTOR CREDIT
CORPORATION (the "Borrower"), the BANKS listed on the signature pages hereof
(the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the
"Agent").
W I T N E S E T H :
WHEREAS, the parties hereto have heretofore entered into a 364-Day
Credit Agreement dated as of September 29, 1994 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to modify
the rates of interest and fees payable thereunder and to extend the term
thereof;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise
-----------------------
specifically defined herein, each term used herein which is defined in the
Agreement shall have the meaning assigned to such term in the Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other
similar reference contained in the Agreement shall from and after the date
hereof refer to the Agreement as amended hereby.
SECTION 2. Amendment of the Agreement.
--------------------------
(a) Each reference to "1993" in the definition of "Borrower's 1993
Form 10-K" and in Section 4.04(a) is changed to "1994".
(b) Each reference to "1994" in the definition of "Borrower's
Latest Form 10-Q" and in Sections 4.04(b) and (c) is changed to "1995".
(c) The date "September 28, 1995" appearing in the definition of
"Termination Date" is changed to "September 27, 1996".
(d) The definition of "CD Margin" in Section 2.07(b) is amended to
read as follows:
"CD Margin" means 0.235% per annum.
(e) The term "Euro-Dollar Margin" in Section 2.07(c) is amended to
read as follows:
"Euro-Dollar Margin" means 0.11% per annum.
(f) The first sentence of Section 2.08 is amended to read in its
entirety as follows:
The Borrower shall pay to the Agent for the account of the Banks
ratably a facility fee at the rate of 0.04% per annum.
SECTION 3. Governing Law. This Amendment shall be governed by
-------------
and construed in accordance with the laws of the State of New York.
<PAGE>
SECTION 4. Counterparts; Effectiveness. This Amendment may be
---------------------------
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective as of the date hereof when
the Agent shall have received duly executed counterparts hereof signed by the
Borrower and the Banks (or, in the case of any party as to which an executed
counterpart shall not have been received, the Agent shall have received
telegraphic, telex or other written confirmation from such party of execution
of a counterpart hereof by such party).
-2-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first above written.
TOYOTA MOTOR CREDIT CORPORATION
By /s/ Wolfgang Jahn
--------------------------------
Title: Senior Vice President &
General Manager
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Kevin J. O'Brien
--------------------------------
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION
By /s/ David A. Rosso
--------------------------------
Title: Vice President
THE BANK OF TOKYO, LTD.
By /s/ Yuji Taniguchi
--------------------------------
Title: General Manager
THE CHASE MANHATTAN BANK N.A.
By /s/ Karl H. Schmidt
--------------------------------
Title: Vice President
-3-
<PAGE>
CITICORP USA, INC.
By /s/ Mark J. Lyons
--------------------------------
Title: Vice President
CREDIT SUISSE
By /s/ Stephen M. Flynn
--------------------------------
Title: Member of Senior
Management
By /s/ Marilou Palenzuela
--------------------------------
Title: Member of Senior
Management
ABN AMRO BANK N.V.
By /s/ John A. Miller
--------------------------------
Title: Vice President
By /s/ Ellen M. Coleman
--------------------------------
Title: Assistant Vice President
BANQUE PARIBAS
By /s/ Gerald Kokal
--------------------------------
Title: Assistant Vice President
By /s/ John Cate
--------------------------------
Title: Group Vice President
-4-
<PAGE>
BARCLAYS BANK PLC
By /s/ Tim Harrington
--------------------------------
Title: Associate Director
DEUTSCHE BANK AG LOS ANGELES AND/OR
CAYMAN ISLANDS BRANCHES
By /s/ Ross A. Howard
--------------------------------
Title: Vice President
By /s/ Lieselotte Stockmann
--------------------------------
Title: Assistant Vice President
THE LONG-TERM CREDIT BANK
OF JAPAN, LTD.
By /s/ Sadao Muraoka
--------------------------------
Title: Deputy General Manager
THE SAKURA BANK, LIMITED
LOS ANGELES AGENCY
By /s/ Sumio Sano
--------------------------------
Title: Senior Vice President &
Deputy General Manager
THE SANWA BANK, LIMITED
By /s/ Koichi Ueno
--------------------------------
Title: Assistant Vice President
-5-
<PAGE>
SWISS BANK CORPORATION,
NEW YORK BRANCH
By /s/ Stephanie W. Kim
--------------------------------
Title: Associate Director
By /s/ H. Clark Worthley
--------------------------------
Title: Associate Director
THE TOKAI BANK, LIMITED
By /s/ Takashi Kawaguchi
--------------------------------
Title: Assistant General Manager
UNION BANK OF SWITZERLAND
By /s/ James I. Chu
--------------------------------
Title: Assistant Vice President
By /s/ Thomas G. Jackson
--------------------------------
Title: Managing Director
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ Kevin J. O'Brien
--------------------------------
Title: Vice President
-6-
<PAGE>
EXHIBIT 12.1
TOYOTA MOTOR CREDIT CORPORATION
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Years Ended September 30,
------------------------------------------
1995 1994 1993 1992 1991
------ ---- ---- ---- ----
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
Consolidated income
before income taxes...... $ 300 $293 $255 $175 $135
------ ---- ---- ---- ----
Fixed Charges
Interest................. 716 486 454 450 390
Portion of rent expense
representative of the
interest factor (deemed
to be one-third)....... 2 3 3 2 2
------ ---- ---- ---- ----
Total fixed charges......... 718 489 457 452 392
------ ---- ---- ---- ----
Earnings available
for fixed charges........ $1,018 $782 $712 $627 $527
====== ==== ==== ==== ====
Ratio of earnings to
fixed charges<F1>........ 1.42 1.60 1.56 1.39 1.34
==== ==== ==== ==== ====
<FN>
- -----------------
<F1> In March 1987, TMCC guaranteed payments of principal and interest on
$58 million principal amount of bonds issued in connection with the
Kentucky manufacturing facility of an affiliate. As of September 30,
1995, TMCC has not incurred any fixed charges in connection with such
guarantee and no amount is included in any ratio of earnings to fixed
charges. The ratio of earnings to fixed charges for TMS and
subsidiaries was 1.74, 1.90, 2.07, 1.83 and 2.54 for the years ended
September 30, 1995, 1994, 1993, 1992 and 1991, respectively.
</FN>
</TABLE>
<PAGE>
EXHIBIT 21.1
TOYOTA MOTOR CREDIT CORPORATION
LIST OF SUBSIDIARIES
State of
Subsidiary Incorporation
- ---------- -------------
Toyota Motor Insurance Services, Inc. California
Toyota Motor Insurance Agency of Ohio, Inc. Ohio
Toyota Motor Insurance Services of Kentucky, Inc. Kentucky
Toyota Motor Insurance Services of Rhode Island, Inc. Rhode Island
Toyota Motor Insurance Services of Wyoming, Inc. Wyoming
Toyota Motor Insurance Corporation of Vermont Vermont
Toyota Motor Insurance Company Iowa
Toyota Motor Life Insurance Company Iowa
Toyota Motor Credit Receivables Corporation California
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-52359)
of Toyota Motor Credit Corporation of our report dated October 31, 1995
appearing on page 21 of this Form 10-K.
/S/ PRICE WATERHOUSE LLP
Los Angeles, California
December 22, 1995
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TOYOTA
MOTOR CREDIT CORPORATION'S SEPTEMBER 30, 1995 FINANCIAL STATEMENTS AND
NOTES THERETO AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<CASH> 108
<SECURITIES> 169
<RECEIVABLES> 15,460<F1>
<ALLOWANCES> 171
<INVENTORY> 0
<CURRENT-ASSETS> 0<F2>
<PP&E> 0
<DEPRECIATION> 0<F3>
<TOTAL-ASSETS> 16,138
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 12,696
0
0
<COMMON> 865
<OTHER-SE> 844
<TOTAL-LIABILITY-AND-EQUITY> 16,138
<SALES> 0
<TOTAL-REVENUES> 2,564
<CGS> 0
<TOTAL-COSTS> 1,948<F3>
<OTHER-EXPENSES> 258
<LOSS-PROVISION> 58
<INTEREST-EXPENSE> 0<F3>
<INCOME-PRETAX> 300
<INCOME-TAX> 117
<INCOME-CONTINUING> 183
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 183
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Receivables include Investments in Operating Leases net of Accumulated
Depreciation and Finance Receivables net of Unearned Income.
<F2>Toyota Motor Credit Corporation's Balance Sheet is not classified into
Current and Long-Term Assets and Liabilities.
<F3>Total Costs include Interest Expense and Depreciation on Operating
Leases.
</FN>
</TABLE>
