<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the period July 22, 1999 (date of formation) to September 30, 1999
--------------------------------------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
--------------- ----------------
Commission file number: 333-76505
---------
TOYOTA AUTO RECEIVABLES 1999-A OWNER TRUST
------------------------------------------
(Exact name of registrant as specified in its charter)
California 33-0593804
- ------------------------------------- ------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
Toyota Motor Credit Receivables Corporation
19001 South Western Avenue
Torrance, California 90509
- ------------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 787-1310
------------------
Securities registered pursuant to section 12(b) of the Act: None
-------------
Securities registered pursuant to Section 12(g) of the Act: None
-------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The registrant is a trust with no voting securities outstanding.
Exhibit Index is on Page 7.
Page 1 of 7
<PAGE>
This Annual Report on Form 10-K is filed by Toyota Motor Credit Corporation
("TMCC") on behalf of the Toyota Auto Receivables 1999-A Owner Trust (the
"Trust") pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended. This Annual Report on Form 10-K omits responses or responds in a
modified fashion to certain Items required by Form 10-K in accordance with the
responses of the Office of Chief Counsel, Division of Corporation Finance of
the Securities and Exchange Commission, contained in a letter dated
November 5, 1993 and made orally to TMCC's counsel in response to TMCC's
requests for exemptive relief from such reporting requirements.
PART I
ITEM 1. BUSINESS.
Omitted.
ITEM 2. PROPERTIES.
The Trust was formed on July 22, 1999 pursuant to a Pooling and Servicing
Agreement (the "Agreement"), dated as of July 1, 1999, among Toyota Motor
Credit Receivables Corporation as seller ("TMCRC" or the "Seller"), TMCC as
servicer (the "Servicer"), and U.S. Bank National Association as trustee
(the "Trustee"). Pursuant to the Agreement, the Trust issued asset-backed
notes (the "Notes") representing undivided fractional ownership interests in
the Trust. The Notes consist of three classes of senior notes (the "Class A-1
5.365% Notes", "Class A-2 5.800% Notes" and "Class A-3 6.150% Notes") and two
classes of subordinated notes ("Class B 6.300% Notes" and "Class C 6.700%
Notes"). All classes of notes were registered and publicly offered and sold.
The assets of the Trust primarily include a pool of retail installment sales
contracts (the "Receivables"), secured by new Toyota and Lexus and used Toyota,
Lexus and other vehicles. The Trust's business activities include acquiring
and holding the assets of the Trust, issuing the Notes and distributing
proceeds to the Notes holders.
-2-
<PAGE>
ITEM 2. PROPERTIES. (continued)
The following tables set forth information relating to Trust asset delinquency
as of September 30, 1999 and net losses for the period from July 1, 1999
through September 30, 1999:
September 30, 1999
--------------------------
Aggregate
Contracts Balances
--------- -----------
Delinquent Contracts:
(i) 31-60 Days Delinquent 1,109 $12,137,928
(ii) 61-90 Days Delinquent 97 $1,030,373
(iii) Over 90 Days Delinquent 42 $484,310
September 30, 1999
--------------------------
% of % of
Aggregate
Contracts Balances
Outstanding Outstanding
----------- -----------
Delinquency Rates:
(i) 31-60 Days Delinquent 1.36% 1.44%
(ii) 61-90 Days Delinquent .12% .12%
(iii) Over 90 Days Delinquent .05% .06%
Period Ending
September 30, 1999
--------------------------
Contracts Amount
--------- ----------
Aggregate Net Losses: 53 $189,898
ITEM 3. LEGAL PROCEEDINGS.
There is nothing to report with regard to this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There is nothing to report with regard to this item.
-3-
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The holder of record of all Notes as of September 30, 1999, was Cede & Co., the
nominee of The Depository Trust Company ("DTC") in the United States. Direct
participants active in the DTC system include Morgan Guaranty Trust Company of
New York, Brussels & Belgium, as the nominee of the Euroclear System in Europe
and Asia, Citibank N.A., as the nominee of Cedel Bank in Europe and Asia, and
securities brokers and dealers, banks, trust companies and clearing
corporations. The Notes are not listed on any securities exchange.
The Toyota Auto Receivables 1999-A Owner Trust issued and publicly offered the
following five classes of securities covered by Registration Statement
No. 333-76505 (declared effective July 9, 1999): 5.365% Asset Backed Notes,
Class A-1, $284,000,000 aggregate principal amount of 5.800% Asset Backed
Notes, Class A-2, $334,093,000 aggregate principal amount of 6.150% Asset
Backed Notes, Class A-3, $26,454,000 aggregate principal amount of 6.300% Asset
Backed Notes, Class B and $14,429,000 aggregate principal amount of 6.700%
Asset Backed Notes, Class C, pursuant to the Indenture. The aggregate offering
prices of Class A-1, Class A-2, Class A-3, Class B and Class C Notes, expenses
incurred and underwriting discounts, fees and commissions paid by the issuer
through the date hereof (all of which were paid to unaffiliated third party
service providers) are all as disclosed in the related Prospectus and
Registration Statement.
Subject to the terms and conditions of the Underwriting Agreement relating to
the Notes, TMCRC sold the principal amount of all Notes to Credit Suisse First
Boston Corporation, Lehman Brothers Inc., Goldman, Sachs & Co., Merrill Lynch &
Co., Pierce, Fenner & Smith Inc., Morgan Stanley & Co. Inc., Salomon Smith
Barney Inc., and Bear, Stearns & Co. Inc.. The offering has terminated and all
of the Notes have been sold.
The net proceeds received by TMCRC from the sale of the Notes was used to
purchase the Receivables from TMCC pursuant to the Receivables Purchase
Agreement and to fund the segregated trust account maintained by the Trustee
for the benefit of the Note holders.
ITEM 6. SELECTED FINANCIAL DATA.
Omitted.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Omitted.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Omitted.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There is nothing to report with regard to this item.
-4-
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Omitted.
ITEM 11. EXECUTIVE COMPENSATION.
Omitted.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Omitted.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Omitted.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
Exhibits
The exhibits listed on the accompanying Exhibit Index, page 7, are filed as
part of this Report.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TOYOTA AUTO RECEIVABLES 1999-A OWNER TRUST
BY: TOYOTA MOTOR CREDIT CORPORATION,
AS SERVICER
Date: December 23, 1999 By: /S/ GEORGE E. BORST
---------------------------------------
George E. Borst
Senior Vice President
and General Manager
(Principal Executive Officer)
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Note holders during the period covered by this report
and the registrant does not intend to furnish such materials to Note holders
subsequent to the filing of this report.
-6-
<PAGE>
EXHIBIT INDEX
Exhibit Method
Number Description of Filing
- ------- ----------- ---------
20(a) Report of Independent Accountants on Compliance Filed
with Specified Retail Receivable Servicing Standards Herewith
and Related Exhibits
20(b) Annual Statement as to Compliance Filed
Herewith
20(c) Aggregate Monthly Report Information Filed
Herewith
-7-
<PAGE>
EXHIBIT 20(a)
Report of Independent Accountants on Compliance with
Specified Retail Receivable Servicing Standards
To the Board of Directors and Shareholder of
Toyota Motor Credit Corporation
We have examined management's assertion about Toyota Motor Credit Corporation's
(the "Company's") compliance with the servicing standards related to retail
receivables identified in Exhibit I (collectively, the "specified servicing
standards") as set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for
the year ended September 30, 1999 included in the accompanying management
assertion. Management is responsible for the Company's compliance with the
specified servicing standards. Our responsibility is to express an opinion
based on management's assertion about the entity's compliance on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
specified servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide
a legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Company complied with the
aforementioned specified servicing standards as of and for the year ended
September 30, 1999 is fairly stated, in all material respects.
/S/ PRICE WATERHOUSE LLP
Los Angeles, California
October 29, 1999
<PAGE>
EXHIBIT I TO REPORT OF INDEPENDENT ACCOUNTANTS
Specified Retail Receivable Servicing Standards
-----------------------------------------------
I. ADVANCES
Funds of the servicing entity shall be advanced in accordance with the
servicing agreement.
II. RETAIL FINANCE RECEIVABLE PAYMENTS
1. Retail finance receivable payments shall be deposited into the
servicer's bank accounts within two business days of receipt.
2. Retail finance receivable payments made in accordance with the
borrower's loan documents shall be posted to the applicable borrower
records within two business days of receipt.
3. Retail finance receivable payments shall be allocated to principal,
interest, insurance, taxes and other items in accordance with the
borrower's loan documents.
4. Retail finance receivable payments identified as loan payoffs shall
be allocated in accordance with the borrower's loan documents.
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a borrower or
investor shall be made only by authorized personnel.
2. Disbursements made on behalf of a borrower or investor shall be
posted on a timely basis to the borrower's or investor's records
maintained by the servicing entity.
3. Amounts remitted to investors per the investor reports shall agree
with cancelled checks, or other form of payment, or bank statements.
IV. BORROWER LOAN ACCOUNTING
The servicing entity's borrower loan records shall agree with, or
reconcile to, the records of borrowers with respect to the unpaid
principal balance on a monthly basis.
V. DELINQUENCIES
Records documenting collection efforts shall be maintained during the
period a loan is in default and shall be updated at least monthly. Such
records shall describe the entity's activities in monitoring delinquent
loans including, for example, phone calls, letters and payments
rescheduling plan in cases where the delinquency is deemed temporary
(e.g. illness or unemployment).
<PAGE>
MANAGEMENT ASSERTION AS TO COMPLIANCE
October 29, 1999
To Whom It May Concern:
As of and for the period ended September 30, 1999, Toyota Motor Credit
Corporation has complied in all material respects with the servicing standards
related to retail receivables identified in Exhibit I set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers.
/S/ NOBUKAZU TSURUMI /S/ GEORGE E. BORST
- --------------------------------- ---------------------------------
Nobukazu Tsurumi George E. Borst
Group Vice President Senior Vice President
and Treasurer and General Manager
/S/ LLOYD MISTELE
- ---------------------------------
Lloyd Mistele
Vice President, Treasury
<PAGE>
EXHIBIT 20(b)
ANNUAL STATEMENT AS TO COMPLIANCE
Officer's Certificate
---------------------
I, George Borst, Senior Vice President of Toyota Motor Credit Corporation
("TMCC"), hereby certify as follows:
(a) a review of the activities of TMCC as Servicer under the Pooling and
Servicing Agreement (the "Agreement") dated July 1, 1999 among TMCC, Toyota
Motor Credit Receivables Corporation as seller, and U.S. Bank National
Association as trustee, for the period from July 22, 1999 through September 30,
1999, and of the performance of the Servicer under the Agreement has been made
under my supervision; and
(b) to the best of my knowledge, based on such review, the Servicer has
fulfilled all of its obligations under the Agreement throughout such period.
Date: December 23, 1999 /S/ GEORGE E. BORST
------------------------------------
George E. Borst
Senior Vice President
and General Manager
(Principal Executive Officer)
<PAGE>
EXHIBIT 20(c)
Toyota Motor Credit Corporation
Aggregate Monthly Report Information
Toyota Auto Receivable 1999-A Owner Trust
As of and for the period from July 1, 1999 through September 30, 1999
Principal Distributions
Class A1 117,068,013.94
Class A2 0.00
Class A3 0.00
Class B 0.00
Class C 0.00
----------------
Total 117,068,013.94
Interest Distributions
Class A1 3,305,769.69
Class A2 3,797,711.12
Class A3 4,737,160.34
Class B 384,244.35
Class C 222,897.03
----------------
Total 12,447,782.53
Certificate Distribution Amount Allocable
To Previously Unpaid Interest
Class A1 0.00
Class A2 0.00
Class A3 0.00
Class B 0.00
Class C 0.00
----------------
Total 0.00
Remaining Unpaid Interest
Class A1 0.00
Class A2 0.00
Class A3 0.00
Class B 0.00
Class C 0.00
----------------
Total 0.00
Outstanding Principal Balance
Class A1 185,931,986.06
Class A2 284,000,000.00
Class A3 334,093,000.00
Class B 26,454,000.00
Class C 14,429,586.54
----------------
Total 844,908,572.60
<PAGE>
Toyota Motor Credit Corporation
Aggregate Monthly Report Information
Toyota Auto Receivable 1999-A Owner Trust
As of and for the period from July 1, 1999 through September 30, 1999
Credit Loss Amounts
Cumulative Credit Loss Amounts 189,897.57
Reimbursed Credit Loss Amounts 189,897.57
Principal Shortfalls
Class A1 0.00
Class A2 0.00
Class A3 0.00
Class B 0.00
Class C 0.00
----------------
Total 0.00
Interest Shortfalls
Class A1 0.00
Class A2 0.00
Class A3 0.00
Class B 0.00
Class C 0.00
----------------
Total 0.00
Servicing Fee 2,305,698.09
Payments Ahead 2,725,748.34
Change in Payments Ahead from the
previous year - increase/(decrease) 2,725,748.34
Servicer Advances 2,972,667.28
Change in Servicer Advances from
previous year - increase/(decrease) 2,972,667.28
Reserve Fund 7,214,824.00
Cumulative Withdrawals from the Reserve Fund 0.00
Amounts Reimbursed to the Reserve Fund 0.00
