<PAGE>
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: July 13, 1999
- ---------------------------------
(Date of earliest event reported)
TOYOTA MOTOR CREDIT RECEIVABLES CORPORATION
ON BEHALF OF THE TOYOTA AUTO RECEIVABLES 1999-A OWNER TRUST
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
CALIFORNIA 333-76505 33-036836
<S> <C> <C>
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of Incorporation)
</TABLE>
19001 South Western Avenue
Torrance, California 90509
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 468-7332
ITEM 5. OTHER EVENTS
Attached as Exhibit 99.1 to this Current Report is certain
material (a Collateral and Structural Term Sheet) circulated by Goldman, Sachs &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co.,
Inc., Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated,
Lehman Brothers Inc., and Salomon Smith Barney Inc., in connection with the
Registrant's offering of the Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes, the Class B Notes and the Class C Notes (collectively, the "Notes"). The
Notes will be offered pursuant to a Prospectus and related Prospectus Supplement
(together, the "Prospectus") which will be filed with the Commission pursuant to
Rule 424 under the Securities Act of 1933, as amended (the "Act"). The offering
of the Notes has been registered pursuant to the Act under the Registrant's
Registration Statement on Form S-3 (No. 333-76505) (the "Registration
Statement"). This Collateral and Structural Term Sheet will be incorporated by
reference in the Registration Statement.
Any statement or information contained in the Collateral and
Structural Term Sheet may be modified or superseded by subsequent similar
materials or by statements or information contained in the Prospectus.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit
Exhibit 99.1 Collateral and Structural Term Sheet.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
Registrant by the undersigned thereunto duly authorized.
TOYOTA MOTOR CREDIT RECEIVABLES CORPORATION
By: /s/ LLOYD MISTELE
---------------------------------------
Name: Lloyd Mistele
Title: President
Date: July 13, 1999
<PAGE>
EXHIBIT INDEX
Item 601(a) of Regulation S-K
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
99.1 Collateral and Structural Term Sheet
<PAGE>
SUBJECT TO REVISION
SERIES TERM SHEET, DATED JULY 9, 1999
$961,976,000
TOYOTA AUTO RECEIVABLES 1999-A OWNER TRUST
TOYOTA MOTOR CREDIT RECEIVABLES CORPORATION,
SELLER
TOYOTA MOTOR CREDIT CORPORATION,
SERVICER
$303,000,000 ASSET BACKED NOTES, CLASS A-1
$284,000,000 ASSET BACKED NOTES, CLASS A-2
$334,093,000 ASSET BACKED NOTES, CLASS A-3
$26,454,000 ASSET BACKED NOTES, CLASS B
$14,429,000 ASSET BACKED NOTES, CLASS C
The trust will issue the following notes:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Initial Interest Accrual First Interest Final Scheduled
Principal Rate Method(2) Payment Date Payment Date
Amount
------------ -------- --------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Class A-1 Notes(1)....... $303,000,000 Actual/360 August 16, 1999 August 15, 2000
Class A-2 Notes (1)...... $284,000,000 30/360 August 16, 1999 December 17, 2001
Class A-3 Notes (1)...... $334,093,000 30/360 August 16, 1999 August 16, 2004
Class B Notes(1) ........ $26,454,000 30/360 August 16, 1999 August 16, 2004
Class C Notes (1)........ $14,429,000 30/360 August 16, 1999 August 16, 2004
(1) The Class B Notes and Class C Notes are subordinated to the Class A Notes and the Class C Notes are subordinated
to the Class B Notes, in each case to the extent described in this term sheet.
(2) Interest generally will accrue on the Class A-1 Notes from Payment Date to Payment Date, and on the other notes
from the 15th day of each month to the 15th day of the succeeding month.
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
The notes are asset backed securities issued by the trust. The notes
are not obligations of Toyota Motor Credit Corporation, Toyota Motor Credit
Receivables Corporation, Toyota Motor Sales, U.S.A., Inc. or any of their
respective affiliates. Neither the notes nor the receivables are insured or
guaranteed by any governmental agency.
This term sheet contains structural and collateral information about
the notes, but does not contain complete information about the offering of the
notes. The information contained in this term sheet is preliminary, limited in
nature, and may be changed. The information contained in this term sheet will be
superseded by information contained in the final prospectus supplement and
prospectus relating to the offering of the notes. Sales of notes may not be
completed unless the purchaser has received both the prospectus supplement and
the prospectus. If any statements in this term sheet conflict with statements in
the prospectus supplement or prospectus, the statements in the prospectus
supplement and prospectus will control. This term sheet is not an offer to sell
or the solicitation of an offer to buy the notes. If the offer, solicitation or
sale of the notes in any jurisdiction would be unlawful before the notes are
registered or qualified under the securities laws of that jurisdiction, then
this term sheet cannot be used to offer or sell the notes in that jurisdiction.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE NOTES OR DETERMINED THAT THIS TERM
SHEET IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
JOINT GLOBAL COORDINATORS
GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.
CO-MANAGERS WITH RESPECT TO THE CLASS A-2 NOTES AND CLASS A-3 NOTES
BEAR, STEARNS & CO., INC.
CREDIT SUISSE FIRST BOSTON
LEHMAN BROTHERS
MORGAN STANLEY DEAN WITTER
SALOMON SMITH BARNEY
<PAGE>
SUMMARY OF TERMS
THE FOLLOWING INFORMATION HIGHLIGHTS SELECTED INFORMATION THAT WILL BE
CONTAINED IN AND DESCRIBED IN GREATER DETAIL IN THE FINAL PROSPECTUS SUPPLEMENT
AND PROSPECTUS AND PROVIDES A GENERAL OVERVIEW OF THE TERMS OF THE NOTES AND THE
CERTIFICATES. THE INFORMATION CONTAINED IN THIS TERM SHEET IS PRELIMINARY,
LIMITED IN NATURE, AND MAY BE CHANGED. THE INFORMATION CONTAINED IN THIS TERM
SHEET WILL BE SUPERSEDED BY INFORMATION CONTAINED IN THE FINAL PROSPECTUS
SUPPLEMENT AND PROSPECTUS RELATING TO THE OFFERING OF THE NOTES. TO UNDERSTAND
ALL OF THE TERMS OF THE OFFERING OF THE NOTES, YOU SHOULD READ CAREFULLY THE
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. BOTH DOCUMENTS CONTAIN INFORMATION YOU
SHOULD CONSIDER WHEN MAKING YOUR INVESTMENT DECISION.
ISSUER
Toyota Auto Receivables 1999-A Owner Trust.
SELLER
Toyota Motor Credit Receivables Corporation.
SERVICER
Toyota Motor Credit Corporation.
INDENTURE TRUSTEE
U.S. Bank National Association.
OWNER TRUSTEE
U.S. Bank National Association.
CLOSING DATE On or about July 22, 1999.
CUTOFF DATE
July 1, 1999.
THE NOTES
Class A-1 ___% Asset Backed Notes in the aggregate initial principal amount
of $303,000,000.
Class A-2 ___% Asset Backed Notes in the aggregate initial principal amount
of $284,000,000.
Class A-3 ___% Asset Backed Notes in the aggregate initial principal amount
of $334,093,000.
Class B ___% Asset Backed Notes in the aggregate initial principal amount of
$26,454,000.
Class C ___% Asset Backed Notes in the aggregate initial principal amount of
$14,429,000.
THE CERTIFICATES
The trust will also issue asset backed certificates in the aggregate
principal amount of $586.54, evidencing fractional undivided interests in the
trust, including the right to payment of certain available amounts in excess
of those necessary to make payments on the notes on each payment date to the
extent specified in this term sheet. The certificates will not bear interest.
The certificates are not offered by this term sheet.
THE RECEIVABLES
On the closing date the trust will purchase a pool of new and used automobile
and light duty truck retail installment sales contracts originated by Toyota
and Lexus dealers having an aggregate principal balance of $961,976,586.54 as
of the cutoff date. These contracts are referred to as the "receivables." The
receivables were sold by the dealers to Toyota Motor Credit Corporation and
will be resold by Toyota Motor Credit Corporation to Toyota Motor Credit
Receivables Corporation, who will sell them to the trust. Additional
information about the receivables follows this summary section.
TERMS OF THE SECURITIES
A. PAYMENT DATES
The fifteenth day of each month or, if the fifteenth day of the month is not
a business day, the next business day, commencing August 16, 1999.
B. COLLECTION PERIODS
The calendar month preceding the related payment date.
C. INTEREST RATES
The notes will have fixed interest rates. The certificates will not bear
interest.
2
<PAGE>
D. INTEREST ACCRUAL
The Class A-1 Notes will accrue interest on an actual/360 basis from (and
including) a payment date to (but excluding) the next payment date, except
that the first interest accrual period will be from (and including) the
closing date to (but excluding) August 16, 1999.
All other notes will accrue interest on a 30/360 basis from (and including)
the 15th day of each calendar month to (but excluding) the 15th day of the
succeeding calendar month except that the first interest accrual period will
be from (and including) the closing date to (but excluding) August 15, 1999.
E. PAYMENT PRIORITIES
On each payment date, the trust will make payments from collections on the
receivables during the related collection period and, if necessary, from
amounts withdrawn from the reserve account. Advances made by the servicer
will be included in collections, and reimbursements of servicer advances will
be deducted from collections before any payments are made. The trust will
make payments in the following order of priority:
1. SERVICING FEE - the servicing fee payable to the servicer;
2. CLASS A NOTE INTEREST - accrued and unpaid interest on the Class A-1,
Class A-2 and Class A-3 Notes (on a pro rata basis);
3. FIRST ALLOCATION OF PRINCIPAL - to the principal distribution account,
an amount equal to the excess, if any, of (x) the principal balances of
the Class A Notes as of the close of business on the prior payment date
over (y) the principal balance of the receivables as of the end of the
related collection period;
4. CLASS B NOTE INTEREST - accrued and unpaid interest on the Class B
Notes;
5. SECOND ALLOCATION OF PRINCIPAL - to the principal distribution account,
an amount equal to the excess, if any, of (x) the principal balances of
the Class A and Class B Notes as of the close of business on the prior
payment date over (y) the principal balance of the receivables as of the
end of the related collection period, less any amounts deposited in the
principal distribution account under clause (3) above;
6. CLASS C NOTE INTEREST - accrued and unpaid interest on the Class C
Notes;
7. REGULAR ALLOCATION OF PRINCIPAL - to the principal distribution account,
an amount equal to the excess, if any, of (x) the sum of the principal
balances of the notes and the certificates as of the close of business
on the prior payment date over (y) the principal balance of the
receivables as of the end of the related collection period, less any
amounts deposited in the principal distribution account under clauses
(3) and (5) above;
8. RESERVE ACCOUNT DEPOSIT - to the reserve account, the amount, if any,
necessary to cause the balance of funds therein to equal the required
balance described under "Reserve Account" below; and
9. EXCESS AMOUNTS - any remaining amounts will be distributed to the
certificates.
ALLOCATIONS OF PRINCIPAL - On each payment date, from the amounts deposited
into the principal distribution account from the allocations of principal
described in clauses (3), (5) and (7) above, the trust will pay principal of
the securities in the following priority:
1. to the Class A-1 Notes until they are paid in full;
2. to the Class A-2 Notes until they are paid in full;
3. to the Class A-3 Notes, the amount required to reduce the principal of
the Class A-3 Notes to 89.097% of the excess of the principal balance of
the receivables as of the end of the related collection period over the
certificate balance;
4. to the Class B Notes, the amount required to reduce the principal of the
Class B Notes to 7.055% of the excess of the principal balance of the
receivables as of the end of the related collection period over the
certificate balance;
5. to the Class C Notes, the amount required to reduce the principal of the
Class C Notes to 3.848% of the excess of the principal balance of the
receivables as of the end of the related collection period over the
certificate balance;
6. after the Class A-3, Class B and Class C Notes are paid in full, to the
certificates until they are paid in full, together with any remaining
funds.
3
<PAGE>
F. PAYMENT PRIORITIES CHANGE UPON CERTAIN EVENTS OF DEFAULT
After an event of default specified in the indenture relating to the payment
of principal occurs, the payment of interest on any notes (if it lasts for 5
days or more and results in the acceleration of the notes) or the insolvency
or dissolution of the seller, the trust will not: (i) make payments of
principal or interest on the Class B or Class C Notes or the certificates
until the Class A Notes have been paid in full; (ii) make payments of
principal or interest on the Class C Notes or the certificates until the
Class B Notes have been paid in full; or (iii) make payments on the
certificates until the Class C Notes have been paid in full.
After any other event of default specified in the indenture occurs that
results in the acceleration of the notes, the trust will continue to pay
interest and principal on notes and certificates on each payment date in the
priorities set forth above under "Payment Priorities", but will not make
payments of principal on (i) the Class B Notes until the Class A Notes have
been paid in full; (ii) the Class C Notes until the Class B Notes have been
paid in full; or (iii) the certificates until the Class C Notes have been
paid in full.
Under the circumstances described in the two preceding paragraphs, to the
extent of collections (net of amounts paid to reimburse advances), advances
and amounts on deposit in the reserve account, the Class A Notes will receive
payments in respect of interest on a pro rata basis, then principal will be
paid on the Class A-1 Notes until the Class A-1 Notes have been paid in full,
and then principal will be paid on the Class A-2 and Class A-3 Notes on a pro
rata basis, based on their outstanding principal balances, until the Class
A-2 and Class A-3 Notes have been paid in full.
G. SUBORDINATION
As long as the Class A Notes remain outstanding, (i) payments of interest on
the Class B Notes will be subordinated to payments of interest on the Class A
Notes and, in certain circumstances, to payments of principal on the Class A
Notes, and (ii) payments of principal on the Class B Notes will be
subordinated to payments of interest on the Class A Notes and, in certain
circumstances, to payments of principal on the Class A Notes, in each case to
the extent set forth above under "Payment Priorities" and "Payment Priorities
Change Upon Certain Events of Default".
As long as the Class B Notes remain outstanding, (i) payments of interest on
the Class C Notes will be subordinated to payments of interest on the Class A
Notes and Class B Notes and, in certain circumstances, to payments of
principal on the Class A Notes and Class B Notes, and (ii) payments of
principal on the Class C Notes will be subordinated to payments of interest
on the Class A Notes and Class B Notes and, in certain circumstances, to
payments of principal on the Class A Notes and Class B Notes, in each case to
the extent set forth above under "Payment Priorities" and "Payment Priorities
Change Upon Certain Events of Default".
As long as any notes remain outstanding, payments on the certificates will be
subordinated to payments of interest and principal on the notes.
H. RESERVE ACCOUNT
On the closing date, the seller will deposit $7,214,824 (0.75% of the
outstanding principal balance of the receivables as of the cutoff date) into
the reserve account for the trust.
On each payment date, if collections on the receivables and advances by the
servicer are insufficient to pay the first six items listed under "Priority
of Payments" above, the indenture trustee will withdraw funds (if available)
from the reserve account to pay those amounts.
If the principal balance of a class of notes is not paid in full on the
related final scheduled payment date, the indenture trustee will withdraw
amounts from the reserve account (if available) to pay that class in full.
The amount required to be on deposit in the reserve account at the close of
business on any payment date will be $7,214,824, except that if charge-offs
or delinquencies exceed specified levels, the required amount will be the
greater of (i) $7,214,824 and (ii) 5.50% of the outstanding principal balance
of the notes and certificates as of the preceding payment date (after giving
effect to payments of principal made on such date). On each payment date, the
trust will deposit the amount, if any, necessary to cause the balance of
funds on deposit in the reserve account to equal the required balance to the
extent set forth above under "Payment Priorities".
4
<PAGE>
I. FINAL SCHEDULED PAYMENT DATES
The trust is required to pay the outstanding principal amount of each class
of notes in full on or before the related final scheduled payment date
specified on the cover of this term sheet.
J. OPTIONAL REDEMPTION; CLEAN-UP CALL
The servicer may redeem the Class A-3, Class B and Class C Notes and the
certificates in whole, but not in part, at a price equal to the unpaid
principal amount of those notes and certificates plus any accrued and unpaid
interest thereon, on any payment date when the outstanding principal balance
of the receivables has declined to 10% or less of the principal balance of
the receivables as of the cutoff date.
MINIMUM DENOMINATIONS
The notes will be issued only in denominations of $1,000 or more.
REGISTRATION OF THE SECURITIES
Interests in the notes will be held through The Depository Trust Company in the
United States, or Cedelbank or the Euroclear System in Europe or Asia. This is
referred to as book-entry registration. You will not receive a definitive note
except under limited circumstances.
We expect the notes to be delivered through The Depository Trust Company,
Cedelbank and Euroclear on or about July 22, 1999.
TAX STATUS
Subject to important considerations described in the prospectus supplement and
prospectus, O'Melveny & Myers LLP, special tax counsel to the trust, will
deliver its opinion that the Class A Notes will be characterized as debt, the
Class B Notes and Class C Notes should be characterized as debt, and the trust
will not be characterized as an association or a publicly traded partnership
taxable as a corporation for federal income and California income and franchise
tax purposes.
If you purchase the notes, you will agree to treat the notes as debt
instruments.
ERISA CONSIDERATIONS
Subject to the important considerations described in the prospectus supplement
and prospectus, the notes generally are eligible for purchase by employee
benefit plans.
IF YOU ARE A BENEFIT PLAN FIDUCIARY CONSIDERING THE PURCHASE OF NOTES, YOU
SHOULD CONSULT WITH YOUR COUNSEL IN DETERMINING WHETHER ALL REQUIRED CONDITIONS
HAVE BEEN SATISFIED.
ELIGIBILITY FOR PURCHASE BY MONEY MARKET FUNDS
The Class A-1 Notes will be eligible for purchase by money market funds under
Rule 2a-7 under the Investment Company Act of 1940, as amended. A money market
fund should consult its legal advisers regarding the eligibility of such notes
under Rule 2a-7 and whether an investment in such notes satisfies such fund's
investment policies and objectives.
RATINGS
It is a condition to the issuance of the securities that: (i) the Class A-1
Notes be rated "A-1+" by Standard & Poor's Ratings Group and "P-1" by Moody's
Investors Service, Inc., (ii) the Class A-2 and Class A-3 Notes be rated "AAA"
by Standard & Poor's Ratings Group and "Aaa" by Moody's Investors Service, Inc.,
(iii) the Class B Notes be rated "A" by Standard & Poor's Ratings Group and "A2"
by Moody's Investors Service, Inc., and (iv) the Class C Notes be rated "BBB" by
Standard & Poor's Ratings Group and "Baa3" by Moody's Investors Service, Inc.
5
<PAGE>
THE RECEIVABLES POOL
The receivables are required to meet certain selection criteria as of
the cutoff date. Pursuant to such criteria, each receivable: (i) was, at the
time of origination, secured by a new or used automobile or light duty truck;
(ii) was originated in the United States; (iii) provides for scheduled monthly
payments that fully amortize the amount financed by such receivable over its
original term (except for minimally different payments in the first or last
month in the life of the receivable); (iv) had an original number of scheduled
payments of not less than 12 and not more than 72 and, as of the cutoff date,
had a remaining number of scheduled payments of not less than 4 and not more
than 54; (v) provides for the payment of a finance charge at an annual
percentage rate ranging from 8 % to 15 %; (vi) does not have a payment that is
more than 30 days past due as of the cutoff date; (vii) is not a receivable as
to which payments ahead of 6 or more scheduled payments have been received from
or on behalf of the related obligor; (viii) is being serviced by Toyota Motor
Credit Corporation; (ix) to the best knowledge of the seller, is not due from
any obligor who is presently the subject of a bankruptcy proceeding or is
bankrupt or insolvent; (x) does not relate to a vehicle that has been
repossessed without reinstatement as of the cutoff date; (xi) does not relate to
a vehicle as to which insurance has been force-placed as of the cutoff date; and
(xii) as of the cutoff date had a remaining principal balance of not less than
$250 and not more than $50,000. Toyota Motor Credit Corporation does not
originate retail installment sales contracts in Hawaii, and retail installment
sales contracts originated in Texas, Maryland or Puerto Rico will not be
included in the trust. No selection procedures believed by the seller to be
adverse to noteholders have been used in selecting the receivables.
As of the cutoff date, the average principal balance of the receivables
was approximately $11,143.40. Based on the addresses of the originating dealers,
the receivables have been originated in 47 states. Except in the case of any
breach of representations and warranties by the related dealer, the receivables
generally do not provide for recourse against the originating dealer. By
aggregate principal balance as of the cutoff date, approximately 26.6% of the
receivables constitute precomputed receivables and approximately 73.4% of the
receivables constitute simple interest receivables. By aggregate principal
balance as of the cutoff date and by number of receivables as of the cutoff
date, respectively, approximately 61.4% and 55.8% of the receivables relate to
new vehicles financed by Toyota Motor Credit Corporation. The remaining 38.6%
(by aggregate principal balance as of the cutoff date) and 44.2% (by number as
of the cutoff date) represent used vehicles financed by Toyota Motor Credit
Corporation. Approximately 92.7% of the aggregate principal balance of the
receivables as of the cutoff date represent financing of vehicles manufactured
or distributed by Toyota Motor Corporation or its affiliates.
6
<PAGE>
The composition, distribution by annual percentage rate and geographic
distribution of the receivables as of the cutoff date are as set forth the
following
COMPOSITION OF THE RECEIVABLES
<TABLE>
<S> <C>
Total Cutoff Date Principal Balance $961,976,586.54
Number of Receivables 86,327
Average Cutoff Date Principal Balance $11,143.40
Range of Cutoff Date Principal Balances $298.58 to $46,031.65
Average Original Amount Financed $16,288.49
Range of Original Amount Financed $1,090.01 to $50,000.00
Weighted Average APR(1) 9.85%
Range of APRs 8.00% to 15.00%
Weighted Average Original Number of Scheduled Payments(1) 57.57
Range of Original Number of Scheduled Payments 12 to 72
Weighted Average Remaining Number of Scheduled Payments(1) 39.46
Range of Remaining Number of Scheduled Payments 4 to 54
</TABLE>
- -------------------
(1) Weighted by Principal Balance as of the Cutoff Date.
DISTRIBUTION OF THE RECEIVABLES BY APR
<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL PERCENTAGE OF CUTOFF
NUMBER OF NUMBER CUTOFF DATE DATE
RANGE OF APRS RECEIVABLES OF RECEIVABLES PRINCIPAL BALANCE POOL BALANCE
------------- ----------- -------------- ----------------- ------------
<S> <C> <C> <C> <C>
8.00% to 8.99%............... 30,073 34.8% $375,474,534.31 39.0%
9.00% to 9.99%............... 22,726 26.3 251,500,078.28 26.1
10.00% to 10.99%............. 12,906 15.0 136,517,932.35 14.2
11.00% to 11.99%............. 9,021 10.4 94,438,137.66 9.8
12.00% to 12.99%............. 6,631 7.7 61,318,389.50 6.4
13.00% to 13.99%............. 2,707 3.1 23,542,127.97 2.4
14.00% to 15.00%............. 2,263 2.6 19,185,386.47 2.0
------ ------ --------------- ------
Total(1)............... 86,327 100.0% $961,976,586.54 100.0%
------ ------ --------------- ------
------ ------ --------------- ------
</TABLE>
(1) Dollar amounts and percentages may not add to the total or to 100.00%,
respectively, due to rounding.
7
<PAGE>
DISTRIBUTION OF THE RECEIVABLES BY STATE (1)
<TABLE>
<CAPTION>
Percentage of Cutoff Date Percentage of
Number of Total Number of Principal Cutoff Date
STATE Receivables Receivables Balance Pool Balance
- ----- ----------------- ------------------- ---------------------- -----------------
<S> <C> <C> <C> <C>
Alabama.................... 111 0.1% $ 2,146,293.09 0.2%
Alaska..................... 60 0.1 649,789.52 0.1
Arizona.................... 878 1.0 10,042,142.83 1.0
Arkansas................... 1,186 1.4 12,727,088.39 1.3
California................. 24,892 28.8 281,075,563.67 29.2
Colorado................... 854 1.0 10,270,902.77 1.1
Connecticut................ 2,261 2.6 22,750,009.73 2.4
Delaware................... 523 0.6 6,104,735.26 0.6
Florida.................... 669 0.8 12,200,601.12 1.3
Georgia.................... 208 0.2 4,163,682.33 0.4
Idaho...................... 41 0.0 444,446.40 0.0
Illinois................... 6,958 8.1 77,495,566.08 8.1
Indiana.................... 965 1.1 10,303,233.08 1.1
Iowa....................... 323 0.4 3,536,675.10 0.4
Kansas..................... 880 1.0 9,722,684.36 1.0
Kentucky................... 181 0.2 2,128,979.99 0.2
Louisiana.................. 1,927 2.2 20,646,803.26 2.1
Maine...................... 149 0.2 1,262,585.98 0.1
Massachusetts.............. 4,703 5.4 43,207,584.12 4.5
Michigan................... 1,451 1.7 15,247,575.85 1.6
Minnesota.................. 467 0.5 5,767,380.44 0.6
Mississippi................ 518 0.6 5,576,533.61 0.6
Missouri................... 2,060 2.4 22,994,984.96 2.4
Montana.................... 55 0.1 677,036.28 0.1
Nebraska................... 169 0.2 1,965,071.92 0.2
Nevada..................... 388 0.4 4,608,201.04 0.5
New Hampshire.............. 1,688 2.0 15,062,333.24 1.6
New Jersey................. 5,066 5.9 60,220,436.44 6.3
New Mexico................. 459 0.5 4,943,212.74 0.5
New York................... 5,441 6.3 59,209,538.94 6.2
North Carolina............. 379 0.4 6,973,802.19 0.7
North Dakota............... 23 0.0 223,112.36 0.0
Ohio....................... 1,179 1.4 12,942,353.93 1.3
Oklahoma................... 400 0.5 4,913,998.12 0.5
Oregon..................... 1,113 1.3 11,458,941.52 1.2
Pennsylvania............... 3,226 3.7 37,265,372.23 3.9
Rhode Island............... 776 0.9 7,173,317.90 0.7
South Carolina............. 132 0.2 2,401,414.67 0.2
South Dakota............... 33 0.0 337,254.75 0.0
Tennessee.................. 2,351 2.7 27,808,219.27 2.9
Utah....................... 259 0.3 3,129,545.92 0.3
Vermont.................... 519 0.6 4,616,359.63 0.5
Virginia................... 7,380 8.5 81,903,782.47 8.5
Washington................. 2,473 2.9 27,455,592.41 2.9
West Virginia.............. 56 0.1 665,099.48 0.1
Wisconsin.................. 478 0.6 5,373,474.71 0.6
Wyoming.................... 19 0.0 183,272.44 0.0
------ ------ --------------- ------
Total(2)................... 86,327 100.0% $961,976,586.54 100.0%
------ ------ --------------- ------
------ ------ --------------- ------
</TABLE>
(1) Based solely on the addresses of the originating Dealers.
(2) Dollar amounts and percentages may not add to the total or to 100.00%,
respectively, due to rounding.
8
<PAGE>
DELINQUENCIES, REPOSSESSIONS AND NET LOSSES
Set forth below is certain information concerning Toyota Motor Credit
Corporation's experience with respect to its portfolio of new and used
automobile and light duty truck retail installment sales contracts which it has
funded and is servicing, including contracts that have been securitized. The
information set forth below does not include retail installment sales contracts
serviced by an independent finance company conducting business in five
southeastern states of the United States for the years 1996, 1995 and 1994.
The data presented in the following tables are for illustrative
purposes only. There is no assurance that Toyota Motor Credit Corporation's
delinquency, credit loss and repossession experience with respect to automobile
and light duty truck retail installment sales contracts in the future, or the
experience of the trust with respect to the receivables, will be similar to that
set forth below.
HISTORICAL DELINQUENCY EXPERIENCE
<TABLE>
<CAPTION>
AT SEPTEMBER 30,
AT MARCH 31, -----------------------------------------------------------------------------
1999 1998 1997 1996 1995 1994
----------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Outstanding Contracts (1).... 681,492 667,639 605,632 574,439 517,325 514,120
Delinquencies as a
Percentage of Contracts
Outstanding (2)
31-60 Days.............. 1.28% 1.34% 1.79% 1.46% 1.25% 1.04%
61-90 Days.............. 0.08% 0.10% 0.16% 0.14% 0.11% 0.10%
Over 90 Days............ 0.07% 0.08% 0.10% 0.08% 0.06% 0.06%
</TABLE>
- ------------------------
(1) Number of contracts outstanding at end of period.
(2) The period of delinquency is based on the number of days payments are
contractually past due. A payment is deemed to be past due if less than
90% of such payment is made on the related payment date.
9
<PAGE>
NET LOSS AND REPOSSESSION EXPERIENCE
(dollars in thousands)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
FOR THE SIX FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
MONTHS ENDED --------------------------------------------------------------------
MARCH 31, 1999 1998 1997 1996 1995 1994
-------------- ----------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Principal Amount Outstanding (1)............. $8,314,229 $8,075,636 $6,795,213 $5,930,100 $4,930,711 $4,757,142
Average Principal Amount Outstanding (2)..... $8,194,933 $7,435,425 $6,362,657 $5,430,406 $4,843,927 $4,477,758
Number of Contracts Outstanding ............. 681,492 667,639 605,632 574,439 517,325 514,120
Average Number of Contracts Outstanding (2) 674,566 636,636 590,036 545,882 515,723 499,830
Number of Repossessions (3)................. 5,359 10,906 10,994 8,981 8,438 8,386
Number of Repossessions as a
Percent of the Number of
Contracts Outstanding........................ 1.57%(6) 1.63% 1.82% 1.56% 1.63% 1.63%
Number of Repossessions as a
Percent of the Average
Number of Contracts Outstanding.............. 1.59%(6) 1.71% 1.86% 1.65% 1.64% 1.68%
Gross Charge-Offs (4)........................ $26,414 $56,956 $51,191 $33,017 $27,282 $22,748
Recoveries (5)............................... $4,078 $7,898 $6,864 $6,604 $5,957 $6,564
Net Losses................................... $22,336 $49,058 $44,327 $26,413 $21,325 $16,184
Net Losses as a Percentage of
Principal Amount Outstanding................. 0.54%(6) 0.61% 0.65% 0.45% 0.43% 0.34%
Net Losses as a Percentage of
Average Principal Amount Outstanding......... 0.55%(6) 0.66% 0.70% 0.49% 0.44% 0.36%
- ---------------------------------------------------------------------
</TABLE>
(1) Principal Amount Outstanding includes payoff amount for simple interest
contracts and net principal amount for precomputed contracts and
unamortized dealer reserve for all contracts.
(2) Average of the principal amount or number of contracts outstanding as of
the beginning and end of the indicated periods.
(3) Includes bankrupt repossessions but excludes bankruptcies.
(4) Amount charged off is the net remaining principal balance, including earned
but not yet received finance charges, repossession expenses and unpaid
extension fees, less any proceeds from the liquidation of the related
vehicle. Also includes dealer reserve charge-offs.
(5) Includes all recoveries from post-disposition monies received on previously
charged-off contracts including any proceeds from the liquidation of the
related vehicle after the related charge-off. Also includes recoveries for
dealer reserve charge-offs and dealer reserve chargebacks.
(6) Annualized.
10
<PAGE>
WEIGHTED AVERAGE LIFE OF THE SECURITIES
Prepayments on automotive receivables can be measured relative to a
prepayment standard or model. The model used in this term sheet, the Absolute
Prepayment Model ("ABS"), represents an assumed rate of prepayment each month
relative to the original number of receivables in a pool of receivables. ABS
further assumes that all the receivables are the same size and amortize at the
same rate and that each receivable in each month of its life will either be paid
as scheduled or be prepaid in full. For example, in a pool of receivables
originally containing 10,000 receivables, a 1% ABS rate means that 100
receivables prepay each month. ABS does not purport to be an historical
description of prepayment experience or a prediction of the anticipated rate of
prepayment of any pool of receivables, including the receivables.
As the rate of payment of principal of each class of securities will
depend on the rate of payment (including prepayments) of the principal balance
of the receivables, final payment of any class of notes could occur
significantly earlier than the respective final scheduled distribution dates.
Reinvestment risk associated with early payment of the notes will be borne
exclusively by the holders of such notes.
The table captioned "Percent of Initial Note Principal Amount at
Various ABS Percentages" (the "ABS Table") has been prepared on the basis of the
characteristics of the receivables described above. The ABS Table assumes that
(i) the receivables prepay in full at the specified constant percentage of ABS
monthly, with no defaults, losses or repurchases, (ii) each scheduled monthly
payment on each receivable is scheduled to be made and is made on the last day
of each month and each month has 30 days, (iii) payments are made on the notes
on each payment date (and each such date is assumed to be the fifteenth day of
each applicable month), (iv) the balance in the reserve account on each payment
date is the required amount described in the summary under "Reserve Account" and
(v) the servicer exercises its option to purchase the receivables on the
earliest payment date on which such option may be exercised. The hypothetical
pools each have an assumed cutoff date of July 1, 1999. The ABS Table indicates
the projected weighted average life of each class of notes and sets forth the
percent of the initial principal amount of each class of notes that is projected
to be outstanding after each of the payment dates shown at various constant ABS
percentages.
The ABS Table also assumes that the receivables have been aggregated
into hypothetical pools with all of the receivables within each such pool having
the following characteristics and that the level scheduled monthly payment for
each of the pools (which is based on its aggregate principal balance, APR,
original term to maturity and remaining term to maturity as of the assumed
cutoff date) will be such that each pool will be fully amortized by the end of
its remaining term to maturity.
<TABLE>
<CAPTION>
REMAINING
TERM TO ORIGINAL TERM
NUMBER OF AGGREGATE PRINCIPAL MATURITY TO MATURITY
POOL RECEIVABLES BALANCE APR (IN MONTHS) (IN MONTHS)
---- ----------- ------------------- --- ----------- -----------
<S> <C> <C> <C> <C> <C>
1................... 4,911 $ 26,772,198.23 9.699% 16 33
2................... 1,615 16,281,886.15 9.562 29 36
3................... 4,123 23,480,469.28 9.879 20 47
4................... 4,964 46,581,544.54 9.902 31 48
5................... 2,874 35,141,079.01 9.792 41 48
6................... 5,898 32,876,196.18 10.008 19 60
7................... 20,721 201,832,731.60 9.903 32 60
8................... 27,096 353,308,101.47 9.892 43 60
9................... 14,125 225,702,380.08 9.745 51 60
------ ---------------
86,327 $961,976,586.54
------ ---------------
------ ---------------
</TABLE>
11
<PAGE>
The actual characteristics and performance of the receivables will
differ from the assumptions used in constructing the ABS Table. The assumptions
used are hypothetical and have been provided only to give a general sense of how
the principal cash flows might behave under varying prepayment scenarios. For
example, it is very unlikely that the receivables will prepay at a constant
level of ABS until maturity or that all of the receivables will prepay at the
same level of ABS. Moreover, the diverse terms of receivables within each of the
hypothetical pools could produce slower or faster principal distributions than
indicated in the ABS Table at the various constant percentages of ABS specified,
even if the original and remaining terms to maturity of the receivables are as
assumed. Any difference between such assumptions and the actual characteristics
and performance of the receivables, or actual prepayment experience, will affect
the percentages of initial amounts outstanding over time and the weighted
average lives of each class of notes.
PERCENT OF INITIAL NOTE PRINCIPAL AMOUNT AT VARIOUS ABS PERCENTAGES
<TABLE>
<CAPTION>
CLASS A-1 NOTES CLASS A-2 NOTES CLASS A-3 NOTES
---------------------------------- ---------------------------------- -----------------------------------
PAYMENT DATE 0.50% 1.00% 1.50% 1.80% 0.50% 1.00% 1.50% 1.80% 0.50% 1.00% 1.50% 1.80%
------------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Date 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
8/15/99 90.76 88.65 85.89 83.67 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
9/15/99 81.55 77.43 72.05 67.74 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
10/15/99 72.36 66.35 58.50 52.22 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
11/15/99 63.19 55.40 45.23 37.13 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
12/15/99 54.05 44.58 32.26 22.45 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
1/15/00 44.93 33.91 19.58 8.21 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
2/15/00 35.84 23.37 7.20 0.00 100.00 100.00 100.00 94.02 100.00 100.00 100.00 100.00
3/15/00 26.77 12.98 0.00 0.00 100.00 100.00 94.79 79.76 100.00 100.00 100.00 100.00
4/15/00 17.73 2.73 0.00 0.00 100.00 100.00 82.23 65.97 100.00 100.00 100.00 100.00
5/15/00 8.72 0.00 0.00 0.00 100.00 92.13 70.00 52.66 100.00 100.00 100.00 100.00
6/15/00 0.00 0.00 0.00 0.00 99.71 81.51 58.10 39.84 100.00 100.00 100.00 100.00
7/15/00 0.00 0.00 0.00 0.00 90.16 71.05 46.55 27.52 100.00 100.00 100.00 100.00
8/15/00 0.00 0.00 0.00 0.00 80.63 60.75 35.34 15.69 100.00 100.00 100.00 100.00
9/15/00 0.00 0.00 0.00 0.00 71.14 50.62 24.47 4.38 100.00 100.00 100.00 100.00
10/15/00 0.00 0.00 0.00 0.00 61.68 40.65 13.96 0.00 100.00 100.00 100.00 95.19
11/15/00 0.00 0.00 0.00 0.00 52.25 30.86 3.81 0.00 100.00 100.00 100.00 87.49
12/15/00 0.00 0.00 0.00 0.00 43.43 21.73 0.00 0.00 100.00 100.00 95.79 80.38
1/15/01 0.00 0.00 0.00 0.00 34.64 12.77 0.00 0.00 100.00 100.00 88.95 73.59
2/15/01 0.00 0.00 0.00 0.00 25.88 3.98 0.00 0.00 100.00 100.00 82.37 67.11
3/15/01 0.00 0.00 0.00 0.00 17.74 0.00 0.00 0.00 100.00 96.81 76.18 60.96
4/15/01 0.00 0.00 0.00 0.00 10.02 0.00 0.00 0.00 100.00 90.97 70.37 55.22
5/15/01 0.00 0.00 0.00 0.00 2.33 0.00 0.00 0.00 100.00 85.23 64.79 49.78
6/15/01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 95.96 79.60 59.43 44.66
7/15/01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 90.18 74.09 54.29 39.85
8/15/01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 84.42 68.69 49.39 35.35
9/15/01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 78.69 63.40 44.72 31.18
10/15/01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 72.99 58.23 40.28 27.34
11/15/01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 67.30 53.17 36.07 0.00
12/15/01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 61.65 48.24 32.11 0.00
1/15/02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 56.16 43.54 28.48 0.00
2/15/02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 50.69 38.96 0.00 0.00
3/15/02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 45.63 34.78 0.00 0.00
12
<PAGE>
<CAPTION>
CLASS A-1 NOTES CLASS A-2 NOTES CLASS A-3 NOTES
----------------------------------- ---------------------------------- -----------------------------------
PAYMENT DATE 0.50% 1.00% 1.50% 1.80% 0.50% 1.00% 1.50% 1.80% 0.50% 1.00% 1.50% 1.80%
------------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4/15/02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 42.15 31.76 0.00 0.00
5/15/02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 38.68 28.81 0.00 0.00
6/15/02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 35.23 25.93 0.00 0.00
7/15/02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 31.79 0.00 0.00 0.00
8/15/02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 28.37 0.00 0.00 0.00
9/15/02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Weighted
Average Life
(years) (1) 0.48 0.40 0.33 0.29 1.39 1.20 1.00 0.88 2.63 2.42 2.08 1.85
Weighted
Average Life
(years)(1)(2) 0.48 0.40 0.33 0.29 1.39 1.20 1.00 0.88 2.74 2.53 2.22 1.97
</TABLE>
(1) The weighted average life of a note is determined by (x) multiplying the
amount of each principal payment on a note by the number of years from the
date of issuance of the note to the related payment date, (y) adding the
results and (z) dividing the sum by the original principal amount of the
note.
(2) This calculation assumes that the servicer does not exercise its option to
purchase the receivables.
PERCENT OF INITIAL NOTE PRINCIPAL AMOUNT AT VARIOUS ABS PERCENTAGES
<TABLE>
<CAPTION>
CLASS B NOTES CLASS C NOTES
--------------------------------------- ---------------------------------------
PAYMENT DATE 0.50% 1.00% 1.50% 1.80% 0.50% 1.00% 1.50% 1.80%
------------ ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Date 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
8/15/99 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
9/15/99 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
10/15/99 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
11/15/99 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
12/15/99 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
1/15/00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
2/15/00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
3/15/00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
4/15/00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
5/15/00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
6/15/00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
7/15/00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
8/15/00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
9/15/00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
10/15/00 100.00 100.00 100.00 95.19 100.00 100.00 100.00 95.19
11/15/00 100.00 100.00 100.00 87.49 100.00 100.00 100.00 87.49
12/15/00 100.00 100.00 95.79 80.38 100.00 100.00 95.79 80.38
1/15/01 100.00 100.00 88.95 73.59 100.00 100.00 88.95 73.59
2/15/01 100.00 100.00 82.37 67.11 100.00 100.00 82.37 67.11
3/15/01 100.00 96.81 76.18 60.96 100.00 96.81 76.18 60.96
4/15/01 100.00 90.97 70.37 55.22 100.00 90.97 70.37 55.22
5/15/01 100.00 85.23 64.79 49.78 100.00 85.23 64.79 49.78
6/15/01 95.96 79.60 59.43 44.66 95.96 79.60 59.43 44.66
7/15/01 90.18 74.09 54.29 39.85 90.18 74.09 54.29 39.85
8/15/01 84.42 68.69 49.39 35.35 84.42 68.69 49.39 35.35
13
<PAGE>
<CAPTION>
CLASS B NOTES CLASS C NOTES
--------------------------------------- ---------------------------------------
PAYMENT DATE 0.50% 1.00% 1.50% 1.80% 0.50% 1.00% 1.50% 1.80%
------------ ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
9/15/01 78.69 63.40 44.72 31.18 78.69 63.40 44.72 31.18
10/15/01 72.99 58.23 40.28 27.34 72.99 58.23 40.28 27.34
11/15/01 67.30 53.17 36.07 0.00 67.30 53.17 36.07 0.00
12/15/01 61.65 48.24 32.11 0.00 61.65 48.24 32.11 0.00
1/15/02 56.16 43.54 28.48 0.00 56.16 43.54 28.48 0.00
2/15/02 50.69 38.96 0.00 0.00 50.69 38.96 0.00 0.00
3/15/02 45.63 34.78 0.00 0.00 45.63 34.78 0.00 0.00
4/15/02 42.15 31.76 0.00 0.00 42.15 31.76 0.00 0.00
5/15/02 38.68 28.81 0.00 0.00 38.68 28.81 0.00 0.00
6/15/02 35.23 25.93 0.00 0.00 35.23 25.93 0.00 0.00
7/15/02 31.79 0.00 0.00 0.00 31.79 0.00 0.00 0.00
8/15/02 28.37 0.00 0.00 0.00 28.37 0.00 0.00 0.00
9/15/02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Weighted Average
Life (years)(1) 2.63 2.42 2.08 1.85 2.63 2.42 2.08 1.85
Weighted Average
Life (years)(1)(2) 2.74 2.53 2.22 1.97 2.74 2.53 2.22 1.97
</TABLE>
(1) The weighted average life of a note is determined by (x) multiplying the
amount of each principal payment on a note by the number of years from the
date of issuance of the note to the related payment date, (y) adding the
results and (z) dividing the sum by the original principal amount of the
note.
(2) This calculation assumes that the servicer does not exercise its option to
purchase the receivables.
14
