<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1998
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------- --------
Commission file number 1-9961
----------
TOYOTA MOTOR CREDIT CORPORATION
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-3775816
- ---------------------------------------- -----------------------
(State or other jurisdiction of (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
-----------------------
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
--- ---
As of January 31, 1999, the number of outstanding shares of capital
stock, par value $10,000 per share, of the registrant was 91,500, all of which
shares were held by Toyota Motor Sales, U.S.A., Inc.
-1-
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED BALANCE SHEET
(Dollars in Millions)
<TABLE>
<CAPTION>
December 31, September 30, December 31,
1998 1998 1997
------------ ------------- ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
ASSETS
------
Cash and cash equivalents................. $ 167 $ 156 $ 217
Investments in marketable securities...... 455 435 310
Investments in operating leases, net...... 9,428 9,765 10,025
Finance receivables, net.................. 11,514 11,521 9,580
Receivable from Parent and Affiliate...... 1,924 512 109
Other receivables......................... 351 304 116
Deferred charges.......................... 147 167 173
Other assets.............................. 278 266 235
Income taxes receivable................... - 99 -
------- ------- -------
Total Assets..................... $24,264 $23,225 $20,765
======= ======= =======
LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
Notes and loans payable................... $18,942 $17,597 $15,615
Accrued interest.......................... 143 176 156
Accounts payable and accrued expenses..... 796 995 1,165
Deposits.................................. 234 240 247
Income taxes payable...................... 71 - 12
Deferred income........................... 580 607 494
Deferred income taxes..................... 1,225 1,379 955
------- ------- -------
Total Liabilities................... 21,991 20,994 18,644
------- ------- -------
Commitments and Contingencies
Shareholder's Equity:
Capital stock, $l0,000 par value
(100,000 shares authorized; 91,500
issued and outstanding)............. 915 915 915
Retained earnings...................... 1,338 1,303 1,196
Accumulated other comprehensive
income.............................. 20 13 10
------- ------- -------
Total Shareholder's Equity.......... 2,273 2,231 2,121
------- ------- -------
Total Liabilities and
Shareholder's Equity............. $24,264 $23,225 $20,765
======= ======= =======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-2-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Dollars in Millions)
<TABLE>
<CAPTION> Three Months Ended
December 31,
------------------
1998 1997
------ ------
(Unaudited)
<S> <C> <C>
Financing Revenues:
Leasing................................. $ 620 $ 649
Retail financing........................ 161 126
Wholesale and other dealer financing.... 24 21
------ ------
Total financing revenues................... 805 796
Depreciation on leases.................. 431 422
Interest expense........................ 243 234
------ ------
Net financing revenues..................... 131 140
Insurance premiums earned and contract
revenues................................ 28 25
Investment and other income................ 27 14
------ ------
Net financing revenues and other revenues.. 186 179
------ ------
Expenses:
Operating and administrative............ 83 67
Provision for credit losses............. 29 36
Insurance losses and loss adjustment
expenses............................. 15 13
------ ------
Total expenses............................. 127 116
------ ------
Income before income taxes................. 59 63
Provision for income taxes................. 24 26
------ ------
Net Income................................. $ 35 $ 37
====== ======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-3-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
(Dollars in Millions)
<TABLE>
<CAPTION>
Accumulated
Other
Capital Retained Comprehensive
Stock Earnings Income Total
------- -------- ------------- -------
<S> <C> <C> <C> <C>
Balance at September 30, 1997.... $ 915 $ 1,159 $ 7 $2,081
------ ------- ---------- ------
Net income for the three months
ended December 31, 1997....... - 37 - 37
Change in net unrealized gains
on available-for-sale
marketable securities......... - - 3 3
------ -------- ---------- ------
Total Comprehensive Income - 37 3 40
------ -------- ---------- ------
Balance at December 31, 1997..... $ 915 $ 1,196 $ 10 $2,121
====== ======= ========== ======
Balance at September 30, 1998.... $ 915 $ 1,303 $ 13 $2,231
------ ------- ---------- ------
Net income for the three months
ended December 31, 1998....... - 35 - 35
Change in net unrealized gains
on available-for-sale
marketable securities......... - - 7 7
------ -------- ---------- ------
Total Comprehensive Income - 35 7 42
------ -------- ---------- ------
Balance at December 31, 1998..... $ 915 $ 1,338 $ 20 $2,273
====== ======= ========== ======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-4-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in Millions)
<TABLE>
<CAPTION>
Three Months Ended December 31,
-------------------------------
1998 1997
------ ------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income............................................ $ 35 $ 37
------ ------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization................... 452 442
Provision for credit losses..................... 29 36
Gain from sale of finance receivables, net...... (5) (1)
Decrease in accrued interest.................... (33) (57)
(Decrease) increase in deferred income taxes..... (158) 1
Decrease (increase) in other assets............. 324 (80)
Increase in other liabilities................... 22 11
------ ------
Total adjustments..................................... 631 352
------ ------
Net cash provided by operating activities................ 666 389
------ ------
Cash flows from investing activities:
Addition to investments in marketable securities...... (171) (229)
Disposition of investments in marketable securities... 163 251
Addition to investments in operating leases........... (839) (926)
Disposition of investments in operating leases........ 756 736
Purchase of finance receivables....................... (4,573) (4,183)
Liquidation of finance receivables.................... 3,723 2,969
Proceeds from sale of finance receivables............. 821 48
Change in receivable from Parent and Affiliate........ (1,686) 28
------ ------
Net cash used in investing activities.................... (1,806) (1,306)
------ ------
Cash flows from financing activities:
Proceeds from issuance of notes and loans payable..... 3,542 1,206
Payments on notes and loans payable................... (1,104) (1,003)
Net increase (decrease) in commercial paper with
original maturities less than 90 days.............. (1,287) 754
------ ------
Net cash provided by financing activities................ 1,151 957
------ ------
Net increase in cash and cash equivalents................ 11 40
Cash and cash equivalents at the beginning of the period. 156 177
------ ------
Cash and cash equivalents at the end of the period....... $ 167 $ 217
====== ======
Supplemental disclosures:
Interest paid......................................... $ 276 $ 278
Income taxes paid..................................... $ 7 $ 2
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-5-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Interim Financial Data
- -------------------------------
Information pertaining to the three months ended December 31, 1998 and 1997 is
unaudited. In the opinion of management, the unaudited financial information
reflects all adjustments, consisting only of normal recurring adjustments,
necessary for a fair statement of the results for the interim periods
presented. The results of operations for the three months ended December 31,
1998 are not necessarily indicative of those expected for any other interim
period or for a full year. Certain December 1997 accounts have been
reclassified to conform with the December 1998 and September 1998 presentation.
Toyota Credit Argentina S.A. ("TCA") was incorporated in September 1998 and
commenced business operations in December 1998. TCA provides retail and
wholesale financing to authorized Toyota vehicle dealers and their customers
in Argentina. TCA is owned 85% by Toyota Motor Corporation ("TMC") and 15% by
Toyota Motor Credit Corporation ("TMCC" or the "Company"). As of December 31,
1998 TMCC's investment in TCA totaled $1 million and is accounted for using
the cost method.
These financial statements should be read in conjunction with the consolidated
financial statements, significant accounting policies and other notes to the
consolidated financial statements included in TMCC's 1998 Annual Report to the
Securities and Exchange Commission ("SEC")on Form 10-K.
Note 2 - Investments in Operating Leases
- ----------------------------------------
Investments in operating leases, net consisted of the following:
<TABLE>
<CAPTION>
December 31, September 30, December 31,
1998 1998 1997
------------ ------------- ------------
(Dollars in Millions)
<S> <C> <C> <C>
Vehicles.................................. $11,428 $11,809 $12,297
Equipment and other....................... 474 442 354
------- ------- -------
11,902 12,251 12,651
Accumulated depreciation.................. (2,381) (2,386) (2,525)
Allowance for credit losses .............. (93) (100) (101)
------- ------- -------
Investments in operating leases, net...... $ 9,428 $ 9,765 $10,025
======= ======= =======
</TABLE>
-6-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3 - Finance Receivables
- ----------------------------
Finance receivables, net consisted of the following:
<TABLE>
<CAPTION>
December 31, September 30, December 31,
1998 1998 1997
------------ ------------- ------------
(Dollars in Millions)
<S> <C> <C> <C>
Retail..................................... $ 8,529 $ 8,395 $ 6,693
Finance leases............................. 2,386 2,856 2,511
Wholesale and other dealer loans........... 1,369 1,099 1,180
------- ------- -------
12,284 12,350 10,384
Unearned income............................ (642) (709) (681)
Allowance for credit losses................ (128) (120) (123)
------- ------- -------
Finance receivables, net................ $11,514 $11,521 $9,580
======= ======= =======
</TABLE>
Finance leases included estimated unguaranteed residual values of
$650 million, $679 million and $768 million at December 31, 1998, September 30,
1998 and December 31, 1997, respectively.
The aggregate balances related to finance receivables 60 or more days past due
totaled $19 million, $16 million and $25 million at December 31, 1998,
September 30, 1998 and December 31, 1997, respectively.
Note 4 - Notes and Loans Payable
- --------------------------------
Notes and loans payable consisted of the following:
<TABLE>
<CAPTION>
December 31, September 30, December 31,
1998 1998 1997
------------ ------------- ------------
(Dollars in Millions)
<S> <C> <C> <C>
Commercial paper, net.................... $ 2,069 $ 2,546 $ 2,526
------- ------- -------
Other senior debt, due in the years
ending September 30,:
1998.................................. - - 2,141
1999.................................. 1,744 1,943 1,308
2000.................................. 3,118 2,521 2,407
2001.................................. 3,223 2,678 2,132
2002.................................. 2,661 2,689 2,598
2003.................................. 1,831 1,884 924
Thereafter............................ 4,195 3,223 1,467
------- ------- -------
16,772 14,938 12,977
Unamortized premium...................... 101 113 112
------- ------- -------
Total other senior debt............... 16,873 15,051 13,089
------- ------- -------
Notes and loans payable............ $18,942 $17,597 $15,615
======= ======= =======
</TABLE>
-7-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Notes and Loans Payable (Continued)
- --------------------------------------------
Short-term borrowings include commercial paper and certain medium-term notes
("MTNs"). The weighted average remaining term and weighted average interest
rate of commercial paper was 20 days and 5.21%, respectively, at December 31,
1998. Short-term MTNs with original terms of one year or less, included in
other senior debt, were $869 million at December 31, 1998. The weighted
average interest rate on these short-term MTNs was 5.45% at December 31, 1998,
including the effect of interest rate swap agreements.
The weighted average interest rate on other senior debt was 5.42% at December
31, 1998, including the effect of derivative financial instruments. This rate
has been calculated using rates in effect at December 31, 1998, some of which
are floating rates that reset daily. Approximately 2% of other senior debt at
December 31, 1998 had interest rates, including the effect of interest rate
swap agreements, that were fixed for a period of more than one year. The
weighted average of these fixed interest rates was 5.36% at December 31, 1998.
Approximately 38% of other senior debt at December 31, 1998 had floating
interest rates that were covered by option-based products. The weighted
average strike rate on these option-based products was 5.94% at December 31,
1998. TMCC manages interest rate risk via continuous adjustment of the mix of
fixed and floating rate debt through use of interest rate swap agreements and
option-based products.
Included in notes and loans payable at December 31, 1998 were unsecured notes
denominated in various foreign currencies; concurrent with the issuance of
these notes, TMCC entered into cross currency interest rate swap agreements to
convert these obligations at maturity into U.S. dollar obligations which in
aggregate total a principal amount of $8.1 billion. TMCC's foreign currency
debt was translated into U.S. dollars in the financial statements at the
various foreign currency spot exchange rates in effect at December 31, 1998.
The receivables or payables arising as a result of the differences between the
December 31, 1998 foreign currency spot exchange rates and the contract rates
applicable to the cross currency interest rate swap agreements are classified
in other receivables or accounts payable and accrued expenses, respectively,
and would in aggregate reflect a net payable position of $322 million at
December 31, 1998.
-8-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5 - Sale of Interests in Lease Finance Receivables
- -------------------------------------------------------
TMCC maintains programs to sell retail receivables and interests in lease
finance receivables through Toyota Motor Credit Receivables Corporation
("TMCRC") and Toyota Leasing, Inc. ("TLI"), limited purpose subsidiaries.
During the quarter ended December 31, 1998, TMCC sold interests in lease
finance receivables totaling $782 million, as described below.
TMCC holds an undivided trust interest ("UTI") in leases held in a titling
trust established by TMCC. In December 1998, TMCC identified certain leases
included in the UTI to be allocated to a separate portfolio represented by a
Special Unit of Beneficial Interest ("SUBI") totaling $782 million. TMCC then
sold the SUBI to TLI which in turn contributed substantially all of the SUBI to
a trust; TMCC continues to act as servicer for all assets represented by the
UTI and the SUBI and is paid a servicing fee. TLI retains subordinated
interests in the excess cash flows of these transactions, certain cash deposits
and other related amounts which are held as restricted assets subject to
limited recourse provisions. None of the lease assets represented by the SUBI
or the restricted assets are available to satisfy any obligations of TMCC.
The pretax gain resulting from the sale of interests in lease finance
receivables totaled approximately $5 million and $1 million for the three
months ended December 31, 1998 and 1997, respectively, after providing an
allowance for estimated credit and residual value losses.
Note 6 - Related Party Transactions
- -----------------------------------
TMCC has an arrangement to borrow from and invest funds with TMS at short term
market rates. For the quarter ended December 31, 1998 and 1997 the highest
amounts of funds, included in Receivable from Parent and Affiliate, invested
with TMS were $2.0 billion and $273 million, respectively. Interest earned on
these investments totaled $16 million and $1 million for the three months ended
December 31, 1998 and 1997, respectively.
At December 31, 1998, TMCC's intercompany loans receivable from Toyota Credit
Canada Inc. ("TCCI"), an affiliate of the Company, totaled $370 million.
Interest charged on these loans reflect current market rates and totaled $3
million for the three months ended December 31, 1998.
Note 7 - Commitments and Contingent Liabilities
- -----------------------------------------------
As of December 31, 1998, TMCC has guaranteed payments of principal, interest
and premiums, if any, on $118 million principal amount of bonds issued in
connection with the manufacturing facilities of certain of its affiliates.
Effective February 3, 1999, TMCC issued an additional guaranty of payments of
principal, interest and premiums, if any, on $10 million principal amount of
bonds issued in connection with the manufacturing facility of an affiliate.
-9-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8 - Segment Information
- ----------------------------
Financial results for the Company's operating segments are summarized below:
<TABLE>
<CAPTION>
December 31, December 31,
1998 1997
------------ ------------
(Dollars in Millions)
<S> <C> <C>
Assets:
Financing operations.................... $ 23,877 $ 20,432
Insurance operations.................... 638 469
Eliminations/reclassifications.......... (251) (136)
--------- ---------
Total assets.......................... $ 24,264 $ 20,765
========= =========
Gross revenues:
Financing operations.................... $ 826 $ 805
Insurance operations.................... 34 30
--------- ---------
Total gross revenues.................. $ 860 $ 835
========= =========
Net Income:
Financing operations.................... $ 28 $ 32
Insurance operations.................... 7 5
--------- ---------
Net Income............................ $ 35 $ 37
========= =========
</TABLE>
Note 9 - Subsequent Events
- --------------------------
In January 1999, Banco Toyota do Brasil ("BTB") was incorporated and upon
commencement of operations and establishment of related subsidiaries will
provide retail, leasing and wholesale financing to authorized Toyota vehicle
dealers and their customers in Brazil. BTB is owned 85% by TMC and 15% by
TMCC. As of January 31, 1999 TMCC's investment in BTB totaled $1 million and
is accounted for using the cost method.
-10-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Net Income
- ----------
The following table summarizes TMCC's net income by operating segment for the
three months ended December 31, 1998 and December 31, 1997:
<TABLE>
<CAPTION> Three Months Ended
December 31,
------------------
1998 1997
---- ----
<S> <C> <C>
(Dollars in Millions)
Net income:
Financing operations....................... $28 $32
Insurance operations....................... 7 5
---- ----
Total net income........................ $35 $37
==== ====
</TABLE>
Net income from financing operations decreased 13% in the first quarter of
fiscal 1999 as compared with the same period in fiscal 1998 primarily due to
increased provision for residual value losses as well as higher operating and
administrative expenses, partially offset by increased investment and other
income and lower provision for credit losses.
Net income from insurance operations increased 40% in the first quarter of
fiscal 1999 as compared with the same period in fiscal 1998, primarily due to
increased underwriting profit from providing coverage under various agreements
as well as higher investment income.
-11-
<PAGE>
Earning Assets
- --------------
The composition of TMCC's net earning assets (excluding retail receivables and
interests in lease finance receivables sold through securitization
transactions), as of the balance sheet dates reported herein and TMCC's
vehicle lease and retail contract volume and finance penetration for the three
months ended December 31, 1998 and December 31, 1997 are summarized below:
<TABLE>
<CAPTION>
December 31, September 30, December 31,
1998 1998 1997
------------ ------------- ------------
(Dollars in Millions)
<S> <C> <C> <C>
Vehicle lease
Investment in operating leases, net..... $9,192 $ 9,559 $ 9,883
Finance leases, net..................... 1,908 2,313 1,979
------- ------- -------
Total vehicle leases..................... 11,100 11,872 11,862
Vehicle retail finance receivables, net.. 7,933 7,834 6,199
Vehicle wholesale and other receivables.. 2,130 1,800 1,768
Allowance for credit losses.............. (221) (220) (224)
------- ------- -------
Total net earning assets................. $20,942 $21,286 $19,605
======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended
December 31,
1998 1997
------- -------
<S> <C> <C>
Total contract volume:
Vehicle lease............................. 55,000 62,000
Vehicle retail............................ 56,000 52,000
------- -------
Total........................................ 111,000 114,000
======= =======
TMS sponsored contract volume:
Vehicle lease............................. 23,000 11,000
Vehicle retail............................ 8,000 4,000
------- -------
Total........................................ 31,000 15,000
======= =======
Finance penetration (excluding fleet):
Vehicle lease............................. 16.1% 21.8%
Vehicle retail............................ 11.1% 11.0%
----- -----
Total........................................ 27.2% 32.8%
===== =====
</TABLE>
-12-
<PAGE>
TMCC's net earning assets decreased to $20.9 billion at December 31, 1998 from
$21.3 billion at September 30, 1998 and increased from $19.6 billion at
December 31, 1997. Asset growth from the prior year reflects primarily
increased retail and wholesale earning assets, partially offset by a decline
in lease earning assets primarily due to the sale of $2.4 billion of interests
in lease finance receivables through lease securitization transactions. The
decline in net earning assets for the quarter ended December 31, 1998 reflects
decreases in lease earning assets primarily due to the sale of $782 million of
interests in lease finance receivables, partially offset by increased retail
and wholesale earning assets. The allowance for credit losses remained
relatively stable reflecting management's estimate that current reserve levels
are adequate based on improved credit loss experience, portfolio composition
and other factors.
In October 1996, TMCC created Toyota Lease Trust, a Delaware business trust
(the "Titling Trust"), to act as a lessor and to hold title to leased vehicles
in specified states. TMCC holds an undivided trust interest in lease
contracts owned by the Titling Trust, and such lease contracts are included in
TMCC's lease assets, until such time as the beneficial interests in such
contracts are transferred in connection with a securitization transaction.
Substantially all leases owned by the Titling Trust are classified as finance
receivables due to certain residual value insurance arrangements in place with
respect to such leases, while leases of similar nature originated outside of
the Titling Trust are classified as operating leases. The continued
acquisition of leases by the Titling Trust has changed the composition of
earning assets resulting in an increased mix of finance receivables relative
to operating lease assets due to the classification differences described
above.
TMCC's lease contract volume decreased in the first quarter of fiscal 1999 as
compared with the same period in fiscal 1998 reflecting lower finance
penetration due to changes in lease programs and the residual value setting
policy, partially offset by higher levels of programs sponsored by Toyota
Motor Sales, U.S.A, Inc. ("TMS" or "Parent").
TMCC's retail contract volume increased in the first quarter of fiscal 1999 as
compared with the same period in fiscal 1998 primarily due to higher levels of
programs sponsored by TMS.
-13-
<PAGE>
Net Financing Revenue and Other Revenues
- ----------------------------------------
TMCC's net financing revenues decreased 6% in the first quarter of fiscal 1999
as compared with the same period in fiscal 1998 primarily due to increased
provision for residual value losses, described below under Depreciation on
Leases, as well as increased interest expense, substantially offset by
increased retail and wholesale revenues. TMCC's continued use of the Titling
Trust to purchase leases has caused a shift in the composition of earning
assets from operating leases to finance receivables, as discussed earlier, and
resulted in increased revenues from finance leases (until such interests in
leases were sold in securitization transactions) and reduced operating lease
revenues and depreciation on operating leases.
Insurance premiums earned and contract revenues increased 12% in the first
quarter of fiscal 1999 as compared with the same period in fiscal 1998 due to
higher underwriting revenues associated with in-force agreements.
The following table summarizes TMCC's investment and other income for the
three months ended December 31, 1998 and December 31, 1997:
<TABLE>
<CAPTION>
Three Months Ended
December 31,
1998 1997
---- ----
(Dollars in Millions)
<S> <C> <C>
Investment income........................... $13 $ 7
Servicing fee income........................ 9 6
Gains on assets sold........................ 5 1
---- ----
Investment and other income.............. $27 $14
==== ====
</TABLE>
Investment income increased 86% in the first quarter of fiscal 1999 as
compared with the same period in fiscal 1998 primarily due to increased
interest income.
Servicing fee income increased 50% in the first quarter of fiscal 1999 as
compared with the same period in fiscal 1998 due to growth in the combined
balance of sold interests in lease finance and sold retail receivables.
Gains on assets sold increased by $4 million in the first quarter of fiscal
1999 as compared with the same period in fiscal 1998 reflecting the sale of
interests in lease finance receivables, as described in Note 5 of the Notes to
the Consolidated Financial Statements. Gains recognized on asset-backed
securitization transactions generally accelerate the recognition of income on
lease and retail contracts, net of servicing fees and other related deferrals,
into the period the assets are sold. Numerous factors can affect the timing
and amounts of these gains, such as the type and amount of assets sold, the
structure of the sale, key assumptions used and current financial market
conditions.
-14-
<PAGE>
Depreciation on Leases
- ----------------------
The following table sets forth the items included in TMCC's depreciation on
leases for the three months ended December 31, 1998 and December 31, 1997:
<TABLE>
<CAPTION> Three Months Ended
December 31,
------------------
1998 1997
---- ----
<S> <C> <C>
(Dollars in Millions)
Straight-line depreciation on operating leases..... $361 $384
Provision for residual value losses................ 70 38
---- ----
Total depreciation on leases.................... $431 $422
==== ====
</TABLE>
Straight-line depreciation expense decreased 6% in the first quarter of fiscal
1999 as compared with the same period in fiscal 1998 corresponding with a
decline in average operating lease assets. As discussed earlier, the
acquisition of leases by the Titling Trust has increased the ratio of lease
finance receivables relative to operating lease assets, which results in
reduced operating lease revenues and depreciation expense.
TMCC is subject to residual value risk in connection with its lease portfolio.
TMCC's residual value exposure is a function of the number of off-lease
vehicles returned for disposition and any shortfall between the net
disposition proceeds and the estimated unguaranteed residual values on
returned vehicles. If the market value of a leased vehicle at contract
termination is less than its contract residual value, the vehicle is more
likely to be returned to TMCC. A higher rate of vehicle returns exposes TMCC
to a higher risk of aggregate losses.
Total unguaranteed residual values related to TMCC's vehicle lease portfolio
declined from approximately $7.6 billion at September 30, 1998 to $7.4 billion
at December 31, 1998 reflecting the acquisition of residual value insurance on
an increasing number of leases in connection with the lease securitization
program as well as sales of interests in lease finance receivables. In
addition, TMCC entered into insurance policies in July 1998 with Gramercy
Place Insurance Limited, a single purpose licensed Cayman Islands insurance
company, to insure TMCC against specified potential losses in respect of the
residual value risk associated with identified pools of retail closed end
lease contracts which further reduced unguaranteed residual value levels.
TMCC maintains an allowance for estimated losses on lease vehicles returned to
the Company for disposition at lease termination. The level of allowance
required to cover future vehicle disposition losses is based upon projected
vehicle return rates and projected residual value losses derived from market
information on used vehicle sales, historical factors, including lease return
trends, and general economic factors.
-15-
<PAGE>
The increase in the provision for residual value losses in the first quarter
of fiscal 1999 as compared with the same period in fiscal 1998 reflects higher
off-lease vehicle return rates as well as higher residual value losses per
vehicle sold at auction. The number of returned leased vehicles sold by TMCC
during a specified period as a percentage of the number of lease contracts
that as of their origination dates were scheduled to terminate ("full term
return ratio") was 45% in the first quarter of fiscal 1999 as compared to 31%
for the same period in fiscal 1998. Losses at vehicle disposition increased
$22 million in the first quarter of fiscal 1999 as compared with the same
period in fiscal 1998. TMCC believes that the increase in vehicle returns and
losses is due in part to the impact of competitive pricing in the new vehicle
market which has put continued pressure on late model Toyota and Lexus used
vehicle prices. In addition, the large supply of late model used vehicles in
the used car market may also be affecting return rates by depressing market
prices. Per unit loss rates may also be affected by the amount of accessories
or installed optional equipment included on leased vehicles and the types of
installed optional equipment included theron. Although per unit loss rates
are typically the result of a combination of factors, to the extent certain
types of optional equipment depreciate more quickly than the value
attributable to the base leased vehicle, leased vehicles having a greater
portion of their overall manufacturer's suggested retail price attributable to
such optional equipment will experience relatively higher level of losses.
The Company has taken action to reduce vehicle disposition losses by adjusting
the lease term purchase mix and developing strategies to maximize proceeds on
vehicles sold through auction. In addition, TMCC implemented a new residual
value setting policy for new model year 1999 Toyota vehicles that separately
calculates the residual value applicable to the base vehicle and the residual
value applicable to certain specified optional accessories and optional
equipment.
Under an arrangement with TMS, TMCC received Parent support for vehicle
disposition losses in the last three quarters of fiscal 1998. During the
first quarter of fiscal 1999, the Company did not receive any Parent support
for vehicle disposition losses. There are currently no plans for additional
Parent support for vehicle disposition losses.
TMCC's lease portfolio includes contracts with original terms ranging from 12
to 60 months; the average original contract term in TMCC's lease portfolio was
39 months and 38 months at December 31, 1998 and 1997, respectively.
No assurance can be made that the full term return ratio and per unit losses on
lease vehicles will return to historical levels and will not increase further.
-16-
<PAGE>
Interest Expense
- ----------------
Interest expense increased 4% in the first quarter of fiscal 1999 as compared
with the same period in fiscal 1998. The increase for the quarter was due
primarily to higher average borrowings outstanding required to fund the growth
in average earning assets, partially offset by a decline in the average cost
of borrowings. The weighted average cost of borrowings was 5.50% and 5.92%
for the quarter ended December 31, 1998 and 1997, respectively.
Operating and Administrative Expenses
- -------------------------------------
Operating and administrative expenses increased 24% in the first quarter of
fiscal 1999 as compared with the same period in fiscal 1998 reflecting
primarily additional personnel and operating costs required to support TMCC's
growing customer base and expanded customer service activities as well as
costs in connection with technology upgrades and software modifications to
address year 2000 issues.
-17-
<PAGE>
Provision for Credit Losses
- ---------------------------
TMCC's provision for credit losses decreased 19% in the first quarter of
fiscal 1999 as compared with the same period in fiscal 1998 reflecting
improved credit loss experience and management's estimate that current reserve
levels are adequate based on current credit loss levels, portfolio composition
and other factors. TMCC has not significantly altered its underwriting
standards in the first quarter of fiscal 1999 as compared with the same period
in fiscal 1998. Allowances for credit losses are evaluated periodically,
considering historical loss experience and other factors, and are considered
adequate to cover expected credit losses as of December 31, 1998.
Net credit loss experience, excluding net losses on receivables sold subject to
limited recourse provisions, for the three months ended December 31, 1998 and
1997 was as follows:
<TABLE>
<CAPTION>
Three Months Ended
December 31,
---------------------
1998 1997
----- -----
(Dollars in Millions)
<S> <C> <C>
Gross Credit Losses............. $26.9 $28.4
Recoveries...................... (4.4) (3.3)
----- -----
Net Credit Losses............... $22.5 $25.1
===== =====
Annualized Net Credit Losses
as a % of Average Earning
Assets....................... .43% .53%
</TABLE>
The allowance for credit losses and the allowance for credit losses as a
percent of net earning assets as of the balance sheet dates reported herein are
summarized below:
<TABLE>
<CAPTION>
December 31, September 30, December 31,
1998 1998 1997
------------ ------------- ------------
(Dollars in Millions)
<S> <C> <C> <C>
Allowance for Credit Losses..... $221 $220 $224
Allowance for Credit Losses
as a % of Earning Assets..... 1.04% 1.02% 1.13%
</TABLE>
-18-
<PAGE>
Liquidity and Capital Resources
- -------------------------------
The Company requires, in the normal course of business, substantial funding to
support the level of its earning assets. Significant reliance is placed on the
Company's ability to obtain debt funding in the capital markets in addition to
funding provided by earning asset liquidations and cash provided by operating
activities as well as transactions through the Company's asset-backed
securities programs. Debt issuances have generally been in the form of
commercial paper, domestic and euro MTNs and bonds.
Commercial paper issuances are used to meet short-term funding needs.
Commercial paper outstanding under TMCC's commercial paper program ranged from
approximately $2.0 billion to $2.9 billion during the first quarter of fiscal
1999, with an average outstanding balance of $2.4 billion. For additional
liquidity purposes, TMCC maintains syndicated bank credit facilities with
certain banks which aggregated $3.0 billion at December 31, 1998. No loans
were outstanding under any of these bank credit facilities during the first
quarter of fiscal 1999. TMCC also maintains uncommitted, unsecured lines of
credit with banks totaling $175 million, of which $100 million is maintained
along with TMS. At December 31, 1998, TMCC had issued approximately $12
million in letters of credit, primarily related to the Company's insurance
operations.
Long-term funding requirements are met through the issuance of a variety of
debt securities underwritten in both the United States and international
capital markets. Domestic and euro MTNs and bonds have provided TMCC with
significant sources of funding. During the first quarter of fiscal 1999, TMCC
issued approximately $2.3 billion of domestic and euro MTNs and bonds all of
which had original maturities of one year or more.
The original maturities of all MTNs and bonds outstanding at December 31, 1998
ranged from one to eleven years. As of December 31, 1998, TMCC had total MTNs
and bonds outstanding of $16.8 billion, of which $7.8 billion was denominated
in foreign currencies.
TMCC anticipates continued use of MTNs and bonds in both the United States and
international capital markets. The Company maintains a shelf registration with
the SEC providing for the issuance of MTNs and other debt securities. At
January 31, 1999, approximately $2.2 billion was available for issuance under
this registration statement. The maximum aggregate principal amount authorized
to be outstanding at any time under TMCC's euro MTN program is $16.0 billion.
Approximately $5.9 billion was available for issuance under the euro MTN
program as of January 31, 1999 of which the Company has committed to issue
approximately $9 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, TMCC may issue bonds in the domestic and international
capital market that are not issued under its euro MTN programs.
Additionally, TMCC uses its asset-backed securitization programs to generate
funds for investment in earning assets. During the quarter ended December 31,
1998, TMCC sold interests in lease finance receivables totaling $782 million as
described in Note 5 of the Notes to the Consolidated Financial Statements.
During the quarter ended December 31, 1998, the number and principal amount of
leases purchased by the Toyota Lease Trust in connection with TMCC's lease
securitization program comprised a significant and increasing percentage of
what otherwise would have been TMCC's lease portfolio. However, until leases
are included in a securitization transaction, they continue to be classified as
finance receivables on TMCC's balance sheet.
-19-
<PAGE>
TMCC's ratio of earnings to fixed charges was 1.24 for the first three months
of fiscal 1999 compared to 1.27 for the first three months of fiscal 1998.
TMCC believes that the decline in the ratio has not affected its ability to
maintain liquidity or access to outside funding sources. The decline in the
ratio is due to several factors including higher interest expense, higher
provision for residual value losses and increased operating expenses
attributable to TMCC's growing customer base, customer service and technology
initiatives and costs in connection with the year 2000 project.
Cash flows provided by operating, investing and financing activities have been
used primarily to support earning asset growth. During the first three months
of fiscal 1999, cash used to purchase additional investments in operating
leases and finance receivables, totaling $5.4 billion, was partially provided
by the liquidation and sale of earning assets totaling $4.5 billion. Investing
activities resulted in a net cash use of $1.8 billion during the first three
months of fiscal 1999, as the purchase of additional earning assets and
increase in Receivable from Parent and Affiliate exceeded cash provided by the
liquidation and sale of earning assets. Investing activities were also
supported by net cash provided by operating and financing activities totaling
$0.7 billion and $1.2 billion, respectively, during the first three months of
fiscal 1999. The Company believes that cash provided by operating and
investing activities as well as access to domestic and international capital
markets, the issuance of commercial paper and asset-backed securitization
transactions will provide sufficient liquidity to meet its future funding
requirements.
During the past fiscal quarter, the long-term debt rating of TMC and its
subsidiaries (including TMCC) was under review by a nationally recognized
statistical rating organization. In February 1999, that organization
reaffirmed TMC's AAA long-term debt rating and removed TMC's rating from its
rating watch, although it maintains a negative outlook on the rating. TMCC
does not believe that this review has had a material adverse effect on its
liquidity or access to the capital markets.
-20-
<PAGE>
Year 2000 Date Conversion
- -------------------------
The year 2000 issue concerns the inability of computer systems and related
applications to function properly in the year 2000 and beyond. As a wholly-
owned subsidiary of TMS, TMCC is participating in TMS' comprehensive action
plan to identify and address year 2000 issues. As part of the year 2000
action plan, TMCC is identifying and evaluating potential year 2000 problems
and is implementing changes designed to yield year 2000 compliance in its
information technology systems, including mainframe, distributed and desktop
computer systems, networks and telecommunications (collectively, "IT systems")
and its non-information technology systems, including security and HVAC
systems, automated access readers and other machinery and equipment
(collectively, "embedded systems"). An additional component of the year 2000
action plan involves TMCC's communications with its external business partners
for the purpose of assessing and reducing the risk that TMCC's operations
could be adversely affected by such third parties' noncompliance with year
2000 issues.
Phases
The year 2000 action plan consists of four phases, some of which are being
conducted concurrently:
Inventory and Assessment: During this phase an inventory is taken of all
software and/or hardware components of significant applications or systems.
Software and hardware that is no longer in use or is planned to be replaced
before the year 2000, is identified and removed from the scope of the project.
Once the inventory is completed and verified, a preliminary determination of
whether the software or hardware is likely to have year 2000 date issues is
made either by manual review, vendor inquiry or by use of software tools
designed to search for date impacts. Once the assessment is completed, a
business critical prioritized plan is developed for remediation, testing, and
implementing the remediated hardware or software in the remaining phases.
Remediation: During this phase, software for which TMS or TMCC owns the
source code will be scanned and corrected. In most instances, TMCC will use
the "windowing" approach to fix source code which uses program logic to
correct year 2000 date issues. In some cases, it will be necessary to expand
the year field from two to four digits where the year 2000 date issue can not
be solved with the "windowing" method. Software for which TMS or TMCC does
not own the source code will be remediated by obtaining the year 2000 ready
version of the software from the vendor. For hardware and operating system
software, the year 2000 ready component will also be obtained from the vendor.
Testing: The testing phase focuses mainly on remediated hardware and software
that supports business critical functions. Test plans and test cases are
expected to be developed and performed for each application. For software
modified by TMCC, tests will be designed to demonstrate that application
functionality has not changed as a result of the remediation.
Implementation: During this phase, the remediated hardware and software
components will be implemented in the production environment. At this time,
policies and procedures will be implemented to ensure that additional
modifications to remediated and tested hardware and/or software are year 2000
compliant.
-21-
<PAGE>
State of Readiness
The Company has identified the following six areas for specific review and
remediation in connection with its year 2000 compliance efforts:
Critical Business Systems Applications: Includes distributed and mainframe
applications used in operations such as retail and lease financing, customer
account processing, collections, insurance operations and accounting systems.
TMCC has completed the inventory and remediation of these systems. Certain
business critical applications have been tested and implemented back into
production. Testing, validation and implementation of the remaining business
critical applications is expected to continue through the third quarter of
calendar year 1999.
Desktop Systems: Includes commercial off-the-shelf software as well as custom
developed applications. TMCC has substantially completed the inventory and
assessment of these systems and related software applications. Remediation
and testing of business critical custom developed systems is underway with
implementation expected by the third quarter of calendar year 1999.
Replacement of non-compliant off-the-shelf software applications is expected
by the second quarter of calendar year 1999.
Technical Infrastructure: Includes mainframe, distributed and PC systems,
networks, and telecommunications. TMCC is in the process of completing the
inventory of its technical infrastructure which is expected to be completed by
the first quarter of calendar year 1999 with the assessment phase expected to
be completed by the second quarter of calendar year 1999. Testing of business
critical components is expected to begin in the second quarter of calendar
year 1999 with implementation expected by the third quarter of calendar year
1999.
Embedded Systems: Includes non-information technology systems described
above. TMCC has completed an inventory of embedded systems at its owned
facilities. Assessment of these systems is being conducted through
communication with manufacturers and/or suppliers and will include remediation
and onsite testing of critical systems. Implementation is expected to be
completed by the second quarter of calendar year 1999. With respect to
embedded systems located at facilities leased by TMCC, TMCC is presently in
the inventory and assessment phase. TMCC intends to establish contingency
plans for coping with problems that may arise from embedded systems in leased
facilities that are not year 2000 compliant.
External Compliance: Includes financial institutions, dealers, suppliers,
trustees, underwriters and affiliates ("business partners"). Critical
business partners have been identified and prioritized. Letters and surveys
have been sent to business partners to assess the risk associated with those
business partners' failure to remediate their own year 2000 issues. TMCC is
currently following up with non-responding and non-compliant at-risk critical
business partners and expects to complete the assessment phase by the first
quarter of calendar year 1999. Testing of business critical systems with
external business partners will follow the assessment phase and continue
through calendar year 1999.
Non-Critical Systems: Includes systems and applications from the above-listed
areas which have been prioritized as non-critical. Such systems and
applications will be reviewed on an ongoing basis and assessed for year 2000
compliance throughout calendar year 1999.
-22-
<PAGE>
TMS has contacted its affiliates and others involved in the manufacture of
Toyota and Lexus vehicles and equipment to determine the status of year 2000
product compliance, and based on information received to date, TMCC is not
aware of any year 2000 problems that would affect the operational safety of
these products.
Year 2000 Costs
Costs associated with the year 2000 systems and software modifications are
generally expensed as incurred. TMS is allocating a portion of its year 2000
costs to TMCC. TMCC's total cost (including allocated costs from TMS) for the
year 2000 issue is estimated not to exceed $20 million. The estimated total
cost to be incurred by TMCC in connection with its year 2000 compliance
efforts is not expected to have a material adverse effect on the Company's
results of operations, liquidity or capital resources. As a result of the
application of resources to year 2000 compliance efforts, certain information
technology projects previously scheduled to be initiated or implemented in
fiscal 1999 may be deferred. Such deferral is not expected to have a material
adverse effect on the Company's results of operations, liquidity or capital
resources.
Year 2000 Risks
The most reasonably likely worst case scenario with respect to the year 2000
issue is the failure of a business partner, particularly another financial
institution, to be year 2000 compliant. Although TMCC does not currently
anticipate that it will experience significant business disruptions as a
result of year 2000 problems, there remains uncertainty in this area. The
failure to achieve year 2000 compliance by energy and water utilities,
governmental agencies or other private or public suppliers of general
infrastructure could present substantial difficulties to TMCC's business
operations in the affected geographic areas. The inability of TMCC, its
external business partners or the public and private suppliers of general
infrastructure to identify and timely resolve year 2000 problems could result
in a significant adverse affect on the Company's operations and financial
results, including an inability to collect receivables, pay obligations,
process new business, raise capital and occupy facilities.
Year 2000 Contingency Plan
The Company is currently developing a contingency plan to address problems
resulting from year 2000 noncompliance. TMCC's contingency planning will
focus on identifying systems of TMCC and its business partners that TMCC
believes would be the most likely to experience year 2000 problems. The
contingency plan is expected to include arrangements with back-up vendors,
suppliers and other resources to permit operations to be conducted temporarily
on a manual basis. Completion of the contingency plan is expected by the
third quarter of calendar year 1999, although continuing revisions will be
made on an ongoing basis throughout the year as circumstances change and
additional information becomes available.
-23-
<PAGE>
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995
The foregoing Business description and Management's Discussion and Analysis
contain various "forward looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which represent the Company's expectations or
beliefs concerning future events, including the following: that allowances for
credit losses are considered adequate to cover expected credit losses; the
Company's continued use of MTNs and bonds in both the United States and the
international capital markets; that the decline in the ratio of earnings to
fixed charges has not affected the Company's ability to maintain liquidity or
access to outside funding sources; that cash provided by operating and
investing activities as well as access to domestic and international capital
markets, the issuance of commercial paper and asset-backed securitization
transactions will provide sufficient liquidity to meet the Company's future
funding requirements; that TMCC does not anticipate non-performance by any of
its counterparties; that the Company's action plan for year 2000 compliance
efforts will be carried out as described under Item 2 - "Year 2000 Date
Conversion - Phases and - State of Readiness"; that the Company expects to
complete its year 2000 compliance efforts on its critical systems on a timely
basis; that the total estimated cost in connection with the year 2000 issue is
not expected to have a material adverse effect on the Company's results of
operations, liquidity or capital resources; that deferral of certain
information technology projects is not expected to have a material adverse
effect on the Company's results of operations, liquidity or capital resources;
that the risk to the Company with respect to year 2000 issues is as described
under Item 2 - "Year 2000 Date Conversion - Year 2000 Risks"; that the
Company's contingency plan to address year 2000 issues will be as described
under Item 2 - "Year 2000 Date Conversion - Year 2000 Contingency Plan" and
completion of the Company's contingency plan relating to the year 2000 issue is
expected by the third quarter of calendar year 1999.
The Company cautions that these statements are further qualified by important
factors that could cause actual results to differ materially from those in the
forward looking statements, including, without limitation, the following:
decline in demand for Toyota and Lexus products; the effect of economic
conditions; a decline in the market acceptability of leasing; the effect of
competitive pricing on interest margins; increases in prevailing interest
rates; changes in pricing due to the appreciation of the Japanese yen against
the United States dollar; the effect of governmental actions; the effect of
competitive pressures on the used car market and residual values and the
continuation of the other factors causing an increase in vehicle returns and
disposition losses; the continuation of, and if continued, the level and type
of special programs offered by TMS; the ability of the Company to successfully
access the United States and international capital markets; unanticipated
problems or delays in the completion by the Company of its year 2000 action
plan; failure of TMCC's business partners to timely resolve their year 2000
issues ; the failure of the Company to develop and implement an adequate
contingency plan relating to year 2000 issues; increased costs associated with
the Company's debt funding efforts; and the ability of the Company's
counterparties to perform under interest rate and cross currency swap
agreements. Results actually achieved thus may differ materially from expected
results included in these statements.
-24-
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As discussed more fully in TMCC's 1998 Annual Report on Form 10-K, TMCC uses a
variety of interest rate and currency derivative financial instruments to
manage interest rate and currency exchange exposures. TMCC does not use these
instruments for trading purposes. Derivative financial instruments used by
TMCC involve, to varying degrees, elements of credit risk in the event a
counterparty should default and market risk as the instruments are subject to
rate and price fluctuations.
Credit exposure of derivative financial instruments is represented by the fair
value of contracts with a positive fair value at December 31, 1998 reduced by
the effects of master netting agreements. The credit exposure of TMCC's
derivative financial instruments at December 31, 1998 was $483 million on an
aggregate notional amount of $25.2 billion. At December 31, 1998 approximately
92% 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.
Changes in interest rates may impact TMCC's future weighted average interest
rate on outstanding debt as a result of floating rate liabilities. As of
December 31, 1998, 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 .85% from 5.40% to an
estimated 6.25% at December 31, 1998. 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 .96% from 5.40% to an estimated 4.44% at December 31, 1998.
TMCC uses a value-at-risk methodology, in connection with other management
tools, to assess and manage the interest rate risk of aggregated loan and lease
assets and financial liabilities, including interest rate derivatives and
option-based products. Value-at-risk represents the potential losses for a
portfolio from adverse changes in market factors for a specified period of
time and likelihood of occurrence (i.e. level of confidence). TMCC's value-
at-risk methodology incorporates the impact from adverse changes in market
interest rates but does not incorporate any impact from other market changes,
such as foreign currency exchange rates or commodity prices, which do not
affect the value of TMCC's portfolio. The methodology assumes that changes in
interest rates are lognormally distributed. For options and instruments with
non-linear returns, the model uses the Black Scholes method to approximate
changes in fair value. The value-at-risk methodology excludes changes in fair
values related to investments in marketable securities as these amounts are not
significant. TMCC estimates value-at-risk using historical interest rate
volatilities for the past two years and a stratified random sampling
methodology.
-25-
<PAGE>
The value-at-risk and the average value at risk of TMCC's portfolio as of
December 31, 1998 and for the three months ended December 31, 1998, measured
as the potential 30 day loss in fair value from assumed adverse changes in
interest rates is as follows:
<TABLE>
<CAPTION>
Average for the
As of Three months ended
December 31, 1998 December 31, 1998
----------------- ------------------
<S> <C> <C>
Mean portfolio value..................... $3,630.0 million $3,290.0 million
Value at risk............................ $33.6 million $33.3 million
Percentage of the mean portfolio value... 0.9% 1.0%
Confidence level......................... 95.0% 95.0%
</TABLE>
TMCC's calculated value-at-risk exposure represents an estimate of reasonably
possible net losses that would be recognized on its portfolio of financial
instruments assuming hypothetical movements in future market rates and is not
necessarily indicative of actual results which may occur. It does not
represent the maximum possible loss nor any expected loss that may occur, since
actual future gains and losses will differ from those estimated, based upon
actual fluctuations in market rates, operating exposures, and the timing
thereof, and changes in the composition of TMCC's portfolio of financial
instruments during the year.
A reconciliation of the activity of TMCC's derivative financial instruments for
the three months ended December 31, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
Three Months Ended December 31,
------------------------------------------------------------
Cross
Currency
Interest Interest Indexed
Rate Swap Rate Swap Option-based Note Swap
Agreements Agreements Products Agreements
------------ ------------ ------------ ------------
1998 1997 1998 1997 1998 1997 1998 1997
---- ---- ---- ---- ---- ---- ---- ----
(Dollars in Billions)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning notional amount....... $9.0 $6.5 $7.3 $6.3 $6.3 $5.6 $0.8 $2.4
Add:
New agreements............... - 0.7 3.2 0.1 0.2 1.1 - 0.1
Less:
Terminated agreements........ - - 0.3 - - - - -
Expired agreements........... 0.1 0.5 0.8 1.0 0.1 0.7 0.2 0.1
---- ---- ---- ---- ---- ---- ---- ----
Ending notional amount.......... $8.9 $6.7 $9.4 $5.4 $6.4 $6.0 $0.6 $2.4
==== ==== ==== ==== ==== ==== ==== ====
</TABLE>
-26-
<PAGE>
Review by Independent Public Accountants
With respect to the unaudited consolidated financial information of Toyota
Motor Credit Corporation for the three-month periods ended December 31, 1998
and 1997, PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") reported that
they have applied limited procedures in accordance with professional standards
for a review of such information. However, their separate report dated
February 12, 1999 appearing herein, states that they did not audit and they do
not express an opinion on that unaudited consolidated financial information.
PricewaterhouseCoopers has not carried out any significant or additional audit
tests beyond those which would have been necessary if their report had not been
included. Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature of the review
procedures applied. PricewaterhouseCoopers is not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for their report on the
unaudited consolidated financial information because that report is not a
"report" or a "part" of the registration statement prepared or certified by
PricewaterhouseCoopers within the meaning of Sections 7 and 11 of the Act.
-27-
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Various claims and actions are pending against TMCC and its subsidiaries with
respect to financing and insurance activities, taxes and other matters arising
from the ordinary course of business. Certain of these actions are or purport
to be class action suits. Management and internal and external counsel perform
periodic reviews of pending claims and actions to determine the probability of
adverse verdicts and resulting amounts of liability. The amounts of liability
on pending claims and actions as of December 31, 1998 were not determinable;
however, in the opinion of management, the ultimate liability resulting
therefrom should not have a material adverse effect on TMCC's consolidated
financial position or results of operations. The foregoing is a forward
looking statement within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Act of 1934, as amended,
which represents the Company's expectations and beliefs concerning future
events. The Company cautions that its discussion of Legal Proceedings is
further qualified by important factors that could cause actual results to
differ materially from those in the forward looking statement, including but
not limited to the discovery of facts not presently known to the Company or
determinations by judges, juries or other finders of fact which do not accord
with the Company's evaluation of the possible liability from existing
litigation.
ITEM 2. CHANGES IN SECURITIES.
There is nothing to report with regard to this item.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
There is nothing to report with regard to this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
There is nothing to report with regard to this item.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
The exhibits listed on the accompanying Exhibit Index, on page 30,
are filed as part of this report.
(b) Reports on Form 8-K
The following reports on Form 8-K were filed by the registrant
during the quarter ended December 31, 1998, none of which
contained financial statements:
Date of Report Items Reported
-------------- ----------------------------------------
November 12, 1998 Item 7 - Financial Statements, Pro Forma
Financial Information and Exhibits
December 14, 1998 Item 7 - Financial Statements, Pro Forma
Financial Information and Exhibits
-28-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TOYOTA MOTOR CREDIT CORPORATION
-------------------------------
(Registrant)
Date: February 12, 1999 By /S/ GEORGE E. BORST
-------------------------------
George E. Borst
Senior Vice President and
General Manager
(Principal Executive Officer)
Date: February 12, 1999 By /S/ GREGORY B. WILLIS
-------------------------------
Gregory B. Willis
Vice President
Finance and Administration
(Principal Accounting Officer)
-29-
<PAGE>
EXHIBIT INDEX
Exhibit Method
Number Description of Filing
- ------- ----------- ---------
12.1 Calculation of Ratio of Earnings to Fixed Charges. Filed
Herewith
15.1 Report of Independent Accountants. Filed
Herewith
15.2 Letter regarding unaudited interim financial Filed
information. Herewith
27.1 Financial Data Schedule. Filed
Herewith
-30-
<PAGE>
EXHIBIT 12.1
TOYOTA MOTOR CREDIT CORPORATION
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Three Months Ended
December 31,
---------------------
1998 1997
---- ----
(Dollars in Millions)
<S> <C> <C>
Consolidated income
before income taxes................................. $ 59 $ 63
---- ----
Fixed charges:
Interest............................................ 243 234
Portion of rent expense
representative of the
interest factor (deemed
to be one-third)................................. 1 1
---- ----
Total fixed charges.................................... 244 235
---- ----
Earnings available
for fixed charges................................... $303 $298
==== ====
Ratio of earnings to
fixed charges<F1>................................... 1.24 1.27
==== ====
<FN>
- -----------------
<F1> As of December 31, 1998, TMCC has guaranteed payments of principal and interest
on $118 million principal amount of bonds issued in connection with the
manufacturing facilities of certain of its affiliates.
As of December 31, 1998, TMCC has not incurred any fixed charges in connection
with such guarantees and no amount is included in any ratio of earnings to fixed
charges.
</FN>
</TABLE>
<PAGE>
EXHIBIT 15.1
Report of Independent Accountants
---------------------------------
To the Board of Directors and Shareholder of
Toyota Motor Credit Corporation
We have reviewed the accompanying consolidated balance sheet and the related
consolidated statements of income and of cash flows of Toyota Motor Credit
Corporation (a wholly owned subsidiary of Toyota Motor Sales, U.S.A., Inc.) and
its subsidiaries as of and for the three-month periods ended December 31, 1998
and 1997. This financial information is the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial information for it to be in
conformity with generally accepted accounting principles.
We previously audited in accordance with generally accepted auditing standards,
the consolidated balance sheet as of September 30, 1998, and the related
consolidated statements of income, of shareholder's equity and of cash flows
for the year then ended (not presented herein), and in our report dated
October 30, 1998 we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated balance sheet information as of September 30, 1998,
is fairly stated in all material respects in relation to the consolidated
balance sheet from which it has been derived.
/S/ PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
February 12, 1999
<PAGE>
EXHIBIT 15.2
February 12, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that Toyota Motor Credit Corporation has incorporated by reference
our report dated February 12, 1999 (issued pursuant to the provisions of
Statement on Auditing Standards No. 71) in the Prospectuses constituting part
of its Registration Statements on Form S-3 (Nos. 333-60913 and 333-65067). We
are also aware of our responsibilities under the Securities Act of 1933.
Yours very truly,
/S/ PRICEWATERHOUSECOOPERS LLP
[ARTICLE] 5
[LEGEND]
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TOYOTA
MOTOR CREDIT CORPORATION'S DECEMBER 31, 1998 FINANCIAL STATEMENTS AND
NOTES THERETO AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
[/LEGEND]
[MULTIPLIER] 1,000,000
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] SEP-30-1999
[PERIOD-END] DEC-31-1998
[CASH] 167
[SECURITIES] 455
[RECEIVABLES] 21,163<F1>
[ALLOWANCES] 221
[INVENTORY] 0
[CURRENT-ASSETS] 0<F2>
[PP&E] 0
[DEPRECIATION] 0<F3>
[TOTAL-ASSETS] 24,264
[CURRENT-LIABILITIES] 0<F2>
[BONDS] 18,942
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 915
[OTHER-SE] 1,358
[TOTAL-LIABILITY-AND-EQUITY] 24,264
[SALES] 0
[TOTAL-REVENUES] 860
[CGS] 0
[TOTAL-COSTS] 674<F3>
[OTHER-EXPENSES] 98
[LOSS-PROVISION] 29
[INTEREST-EXPENSE] 0<F3>
[INCOME-PRETAX] 59
[INCOME-TAX] 24
[INCOME-CONTINUING] 35
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 35
[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 includes Interest Expense and Depreciation on Leases.
</FN>
</TABLE>
