ITEM 1. BUSINESS
GENERAL
Toyota Motor Credit Corporation was incorporated in California in 1982 and commenced operations in 1983. References herein to “TMCC” denote Toyota Motor Credit Corporation, and references herein to “we”, “our”, and “us” denote Toyota Motor Credit Corporation and its consolidated subsidiaries. We are wholly-owned by Toyota Financial Services Americas Corporation (“TFSA”), a California corporation, which is a wholly-owned subsidiary of Toyota Financial Services Corporation (“TFSC”), a Japanese corporation. TFSC, in turn, is a wholly-owned subsidiary of Toyota Motor Corporation (“TMC”), a Japanese corporation. TFSC manages TMC’s worldwide financial services operations. TMCC is marketed under the brands of Toyota Financial Services and Lexus Financial Services.
We provide a variety of finance and insurance products to authorized Toyota and Lexus vehicle dealers or dealer groups and, to a lesser extent, other domestic and import franchise dealers (collectively referred to as “vehicle dealers”) and their customers in the United States (excluding Hawaii) (the “U.S.”) and Puerto Rico. Our products fall primarily into the following categories:
§
Finance - We acquire a broad range of retail finance products including retail installment sales contracts (or “retail contracts”) in the U.S. and Puerto Rico and leasing contracts accounted for as either direct finance leases or operating leases (or “lease contracts”) from vehicle and industrial equipment dealers in the U.S. We collectively refer to our retail contracts and lease contracts as the consumer portfolio. We also provide dealer financing, including wholesale financing (also referred to as floorplan financing), term loans, revolving lines of credit and real estate financing to vehicle and industrial equipment dealers in the U.S. and Puerto Rico.
§
Insurance - Through a wholly-owned subsidiary, we provide marketing, underwriting, and claims administration related to covering certain risks of vehicle dealers and their customers in the U.S. We also provide coverage and related administrative services to certain of our affiliates in the U.S.
We support growth in earning assets through funding obtained primarily in the global capital markets as well as funds provided by investing and operating activities. Refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for a discussion of our funding activities.
We primarily acquire retail contracts, lease contracts, and insurance contracts from vehicle dealers through 30 dealer sales and services offices (“DSSOs”) and service the contracts through three regional customer service centers (“CSCs”) located throughout the U.S. Contract acquisition and servicing for commercial vehicles and industrial equipment dealers are performed at our headquarters in Torrance, California. The DSSOs primarily support vehicle dealer financing needs by providing services such as acquiring retail and lease contracts from vehicle dealers, financing inventories, and financing other dealer activities and requirements such as business acquisitions, facilities refurbishment, real estate purchases, and working capital requirements. The DSSOs also provide support for our insurance products sold in the U.S. The CSCs support customer account servicing functions such as collections, lease terminations, and administration of both retail contract customers and lease contract customer accounts. The Central region CSC also supports insurance operations by providing agreement and claims administrative services.
Public Filings
Our filings with the Securities and Exchange Commission (“SEC”) may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings may also be found by accessing the SEC website (http://www.sec.gov). The SEC website contains reports, registration statements, and other information regarding issuers that file electronically with the SEC. A link to the SEC website and certain of our filings is contained on our website located at: www.toyotafinancial.com under “About Us, Investor Relations”. We will make available, without charge, electronic or paper copies of our filings upon written request to:
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, CA 90501
Attention: Corporate Communications
Seasonality
Revenues generated by our receivables are generally not subject to seasonal variations. Financing volume is subject to a certain degree of seasonality. This seasonality does not have a significant impact on revenues as collections, generally in the form of fixed payments, occur over the course of several years. We are subject to seasonal variations in credit losses, which are historically higher in the first and fourth calendar quarters of the year.
Geographic Distribution of Operations
As of March 31, 2012, approximately 20 percent of vehicle retail contracts and lease assets were concentrated in California, 10 percent in Texas, 8 percent in New York and 6 percent in New Jersey. As of March 31, 2012, approximately 24 percent of insurance policies and contracts were concentrated in California, 8 percent in New York and 6 percent in New Jersey. Any material adverse changes to the economies or applicable laws in these states could have an adverse effect on our financial condition and results of operations.
FINANCE OPERATIONS
We acquire retail and lease contracts from, and provide financing and certain other financial products and services to, authorized Toyota and Lexus vehicle dealers and, to a lesser extent, other domestic and import franchised dealers and their customers in the U.S. and Puerto Rico. We also offer financing for various industrial and commercial products such as forklifts and light and medium-duty trucks. Revenues related to transactions with industrial equipment dealers contributed 3 percent to total financing revenues in the fiscal years ended March 31, 2012 (“fiscal 2012”), 2011 (“fiscal 2011”) and 2010 (“fiscal 2010”).
The table below summarizes our financing revenues, net of depreciation by primary product.
Includes direct finance lease revenues.
Retail and Lease Financing
Pricing
We utilize a tiered pricing program for retail and lease contracts. The program matches contract interest rates with customer risk as defined by credit bureau scores and other factors for a range of price and risk combinations. Each application is assigned a credit tier. Rates vary based on credit tier, term, loan-to-value and collateral, including whether a new or used vehicle is financed. In addition, special rates may apply as a result of promotional activities. We review and adjust interest rates based on competitive and economic factors and distribute the rates, by tier, to our dealers.
Underwriting
We acquire new and used vehicle and industrial equipment retail and lease contracts primarily from Toyota and Lexus vehicle dealers and industrial equipment dealers. Dealers transmit customer credit applications electronically through our online system for contract acquisition. The customer may submit a credit application directly to our website, in which case, the credit application is sent to the dealer of the customers’ choice or to a dealer that is near the customers’ residence. In addition, through our website, customers are able to request a pre-qualification letter for presentation to the dealer specifying the maximum amount that may be financed. Upon receipt of the credit application, our origination system automatically requests a credit bureau report from one of the major credit bureaus. We use a proprietary credit scoring system to evaluate an applicant’s risk profile. Factors used by the credit scoring system (based on the applicant’s credit history) include the terms of the contract, ability to pay, debt ratios, amount financed relative to the value of the vehicle, and credit bureau attributes such as number of trade lines, utilization ratio and number of credit inquiries.
Credit applications are subject to systematic evaluation. Our origination system evaluates each credit application to determine if it qualifies for auto-decisioning. The system distinguishes this type of applicant by specific requirements and approves the application without manual intervention. The origination system is programmed to review application information for purchase policy and legal compliance. Typically the highest quality credit applications are approved automatically. The automated approval process approves only the applicant’s credit eligibility.
During the third quarter of fiscal 2012, we completed the implementation of a new loan origination system (“LOS”) for contract acquisition. The benefits of the new LOS include enhanced decisioning and discounting functionality. LOS sends specific credit scoring attributes of an application to a stand-alone decision engine. This feature of LOS permits greater flexibility in making adjustments to our credit scoring system because the decision engine can reflect changes to our credit scorecards and decisioning strategies more easily than our previous loan origination system.
Credit analysts (located at the DSSOs) approve or reject all credit applications that were not auto-decisioned. A credit analyst decisions applications based on an evaluation that considers an applicant’s creditworthiness and projected ability to meet the monthly obligation, which is derived, among other things, from the amount financed and the term. Our proprietary scoring system assists the credit analyst in the credit review process.
Completion of the financing process is dependent upon whether the transaction is a retail or lease contract. For a retail contract transaction, we acquire the retail contract from vehicle dealers and obtain a security interest in the vehicle or industrial equipment. For a lease contract, except as described below under “Servicing”, we acquire the lease contract and concurrently assume ownership of the leased vehicles or industrial equipment. We view our lease arrangements, including our operating leases, as financing transactions as we do not re-lease the vehicle or equipment upon default or lease termination.
We regularly review and analyze our retail and lease contract portfolio to evaluate the effectiveness of our underwriting guidelines and purchasing criteria. If external economic factors, credit loss or delinquency experience, market conditions or other factors change, we may adjust our underwriting guidelines and purchasing criteria in order to change the asset quality of our portfolio.
Subvention
In partnership with our affiliates Toyota Motor Sales, U.S.A., Inc. (“TMS”), Toyota Material Handling, U.S.A., Inc. (“TMHU”), and Hino Motor Sales, U.S.A., Inc. (“HINO”), we may offer special promotional rates, which we refer to as subvention programs. These affiliates pay us the majority of the difference between our standard rate and the promotional rate. Amounts received in connection with these programs allow us to maintain yields at levels consistent with standard program levels. The level of subvention program activity varies based on our affiliates’ marketing strategies, economic conditions, and volume of vehicle sales. The amount of subvention received varies based on the mix of Toyota and Lexus vehicles and industrial equipment included in the promotional rate programs, and the timing of programs. Subvention payments are received at the beginning of the contract. We defer the payments and recognize them over the life of the contract as a yield adjustment for retail contracts and as rental income for lease contracts. A large portion of our retail and lease contracts is subvened.
Servicing
Our CSCs are responsible for servicing the vehicle retail and lease contracts. A centralized department monitors bankruptcy administration, post charge-off, and recovery. A centralized collection department manages the remediation (if applicable) and liquidation of each retail installment sale and lease contract. Our industrial equipment retail and lease contracts are serviced at a centralized facility.
We use a behavioral-based collection strategy to minimize risk of loss and employ various collection methods. When contracts are acquired, we perfect our security interests in the financed retail vehicles and industrial equipment through state department of motor vehicles (or equivalent) certificate of title filings or through Uniform Commercial Code (“UCC”) filings as appropriate. We have the right to repossess the assets if customers fail to meet contractual obligations and the right to enforce collection actions against the obligors under the contracts.
We use an on-line collection and auto dialer system that prioritizes collection efforts, generates past due notices, and signals our collections personnel to make telephone contact with delinquent customers. Collection efforts are based on behavioral scoring models (which analyze borrowers’ past payment performance, vehicle valuation and credit scores to predict future payment behavior). We generally determine whether to commence repossession efforts after an account is 60 days past due. Repossessed vehicles are held in inventory to comply with statutory requirements and then sold at private auctions, unless public auctions are required by applicable law. Any unpaid amounts remaining after sale or after full charge off are pursued by us to the extent practical and legally permissible. Collections of deficiencies are administered at a centralized facility. From an operations perspective, we charge off a retail or lease contract in our servicing systems as soon as disposition of the vehicle has been completed and sales proceeds have been received, but we may in some circumstances charge off a retail or lease contract prior to repossession. However, from an accounting perspective we charge off contract balances when payments due are no longer expected to be received or the account is 120 days contractually delinquent, whichever occurs first, even when repossession and disposition of the collateral have not been completed. Prior to the fourth quarter of fiscal 2010, an account was considered contractually delinquent when it was 150 days past due. Beginning with the fourth quarter of fiscal 2010, we changed our charge-off policy from 150 to 120 days past due. This change resulted in an increase in charge-offs of $38 million for the quarter ended March 31, 2010.
We may, in accordance with our customary servicing procedures, offer rebates, waive any prepayment charge, late payment charge, or any other fees that may be collected in the ordinary course of servicing the retail installment sales and lease account. In addition, we may defer a customer’s obligation to make a payment by extending the contract term.
Substantially all of our retail and lease contracts are non-recourse to the vehicle and industrial equipment dealers, which relieves the vehicle and industrial equipment dealers from financial responsibility in the event of repossession.
We may experience a higher risk of loss if customers fail to maintain required insurance coverage. The terms of our retail contracts require customers to maintain physical damage insurance covering loss or damage to the financed vehicle or industrial equipment in an amount not less than the full value of the vehicle or equipment. We currently do not monitor ongoing insurance compliance as part of our customary servicing procedures for retail accounts. The terms of each receivable allow but do not require us to obtain any such coverage on behalf of the customer. In accordance with our normal servicing procedures, we do not obtain insurance coverage on behalf of the customer. Our vehicle lease contracts require lessees to maintain minimum liability insurance and physical damage insurance covering loss or damage to the leased vehicle in an amount not less than the full value of the vehicle.
Toyota Lease Trust, a Delaware business trust (the “Titling Trust”), acts as lessor and holds title to certain leased vehicles in specified states. This arrangement was established to facilitate lease securitization. We service lease contracts acquired by the Titling Trust from Toyota and Lexus vehicle dealers in the same manner as lease contracts owned directly by us. We hold an undivided trust interest in lease contracts owned by the Titling Trust, and these lease contracts are included in our lease assets.
Remarketing
We are responsible for disposing of the leased asset if the lessee, vehicle dealer, or industrial equipment dealer does not purchase the asset at lease maturity. At the end of the lease term, the lessee may purchase the leased asset at the contractual residual value or return the leased asset to the vehicle or industrial equipment dealer. If the leased asset is returned to the vehicle or industrial equipment dealer, the vehicle or industrial equipment dealer may purchase the leased asset or return it to us.
In order to minimize losses at lease maturity, we have developed remarketing strategies to maximize proceeds and minimize disposition costs on used vehicles and industrial equipment sold at lease termination. We use various channels to sell vehicles returned at lease end and repossessed vehicles, including a dealer direct program (“Dealer Direct”) and physical auctions.
The goal of Dealer Direct is to increase vehicle dealer purchases of off-lease vehicles thereby reducing the disposition costs of such vehicles. Through Dealer Direct, the vehicle dealer accepting return of the leased vehicle (the “grounding dealer”) has the option to purchase the vehicle at the contractual residual value, purchase the vehicle at an assessed market value, or return the vehicle to us. Vehicles not purchased by the grounding dealer are made available to all Toyota and Lexus vehicle dealers through the Dealer Direct online auction. Vehicles not purchased through Dealer Direct are sold at physical vehicle auction sites throughout the country. Where deemed necessary, we recondition used vehicles prior to sale in order to enhance the vehicle values at auction. Additionally, we redistribute vehicles geographically to minimize oversupply in any location.
Industrial equipment returned by the lessee or industrial equipment dealer is sold through authorized Toyota industrial equipment dealers or wholesalers using an auction process.
Dealer Financing
Dealer financing is comprised of wholesale financing and other financing options designed to meet dealer business needs.
Wholesale Financing
We provide wholesale financing to vehicle and industrial equipment dealers for inventories of new and used Toyota, Lexus, and other vehicles and industrial equipment. We acquire a security interest in vehicles financed at wholesale, which we perfect through UCC filings, and these financings may be backed by corporate or individual guarantees from, or on behalf of, participating vehicle and industrial equipment dealers, dealer groups, or dealer principals. In the event of vehicle or industrial equipment dealer default under a wholesale loan arrangement, we have the right to liquidate assets in which we have a perfected security interest and to seek legal remedies pursuant to the wholesale loan agreement and any applicable guarantees.
TMCC and TMS are parties to an agreement pursuant to which TMS will arrange for the repurchase of new Toyota and Lexus vehicles at the aggregate cost financed by TMCC in the event of vehicle dealer default under floorplan financing. TMCC is also party to similar agreements with TMHU, HINO, and other domestic and import manufacturers. TMHU is the primary distributor of Toyota forklifts in the U.S., and HINO is the exclusive U.S. distributor of commercial trucks manufactured by Hino Motors Ltd. of Japan.
Other Dealer Financing
We provide term loans, revolving lines of credit, and real estate financing to vehicle and industrial equipment dealers for facilities refurbishment, working capital requirements and real estate purchases. These loans are typically secured with liens on real estate, vehicle inventory, and/or other dealership assets, as appropriate, and usually are guaranteed by the personal or corporate guarantees of the dealer principals or dealerships. We also provide financing to various multi-franchise dealer organizations, referred to as dealer groups, often as part of a lending consortium, for wholesale, working capital, real estate, and business acquisitions. These loans are typically collateralized with liens on real estate, vehicle inventory, and/or other dealership assets, as appropriate. We obtain a personal guarantee from the vehicle or industrial equipment dealer or corporate guarantee from the dealership when deemed prudent. Although the loans are typically collateralized or guaranteed, the value of the underlying collateral or guarantees may not be sufficient to cover our exposure under such agreements. We price the credit facilities according to the risks assumed in entering into the credit facility and competitive factors.
Before establishing a wholesale line or other dealer financing arrangement, we perform a credit analysis of the dealer. During this analysis, we:
·
Review credit reports and financial statements and may obtain bank references;
·
Evaluate the dealer’s financial condition; and
·
Assess the dealer’s operations and management.
On the basis of this analysis, we may approve the issuance of a credit line and determine the appropriate size.
As part of our monitoring processes, we require all dealers to submit monthly financial statements. We also perform periodic physical audits of vehicle inventory as well as monitor the timeliness of dealer inventory financing payoffs in accordance with the agreed upon terms to identify possible risks.
INSURANCE OPERATIONS
TMCC markets its insurance products through Toyota Motor Insurance Services, Inc. (“TMIS”), a wholly-owned subsidiary. TMIS and its insurance company subsidiaries’ principal activities include marketing, underwriting, and claims administration related to covering certain risks of Toyota, Lexus, and other domestic and import franchised dealers and their customers in the U.S. TMIS also provides other coverage and related administrative services to certain of our affiliates in the U.S.
Changes in the volume of vehicle sales, vehicle dealers’ utilization of programs offered by TMIS, or the level of coverage purchased by affiliates could materially impact the level of TMIS operations. Gross revenues from insurance operations on a consolidated basis comprised 8 percent of total gross revenues for both fiscal 2012 and 2011, and 7 percent of total gross revenues for fiscal 2010.
Products and Services
TMIS offers various products and services, such as vehicle service agreements, guaranteed auto protection agreements and maintenance contracts on Toyota, Lexus and other domestic and import vehicles. Vehicle service agreements offer vehicle owners and lessees mechanical breakdown protection for new and used vehicles secondary to the manufacturer’s new vehicle warranty. Guaranteed auto protection insurance, or debt cancellation agreements, provides coverage for a lease or retail contract deficiency balance in the event of a total loss of the covered vehicle. In addition, in the fourth quarter of fiscal 2012, TMIS began providing coverage to TMCC lease customers for excess wear and use charges assessed at lease termination.
TMIS provides insurance to TMCC covering Toyota, Lexus, and other domestic and import vehicle dealers’ inventory financed by TMCC. TMIS obtains reinsurance on the inventory insurance policy covering the excess of certain dollar maximums per occurrence and in the aggregate. Through reinsurance, TMIS limits its exposure to losses by obtaining the right to reimbursement from the assuming company for the reinsured portion of losses.
TMIS obtains a portion of vehicle service contract business by providing TMS contractual indemnity coverage on certified Toyota and Lexus pre-owned vehicles. TMIS also provides umbrella liability insurance to TMS and affiliates covering certain dollar value layers of risk above various primary or self-insured retentions. On all layers in which TMIS has provided coverage, 99 percent of the risk has been ceded to various reinsurers. In addition, TMIS provides property deductible reimbursement insurance to TMS and affiliates covering losses incurred under their primary policy.
RELATIONSHIPS WITH AFFILIATES
Our business is substantially dependent upon the sale of Toyota and Lexus vehicles and our ability to offer competitive financing and insurance products in the U.S. TMS is the primary distributor of Toyota and Lexus vehicles in the U.S. Automobiles and light-duty trucks sold by TMS totaled 1.7 million units for fiscal 2012 compared to 1.8 million units for fiscal 2011 and fiscal 2010. Toyota and Lexus vehicles accounted for approximately 13 percent of all retail automobile and light-duty truck unit sales volume in the U.S. during fiscal 2012, compared to 15 percent during fiscal 2011 and 17 percent during fiscal 2010.
Certain lease and retail installment sales programs on vehicles and industrial equipment are subvened by our affiliates. TMS sponsors subvention programs on certain new and used Toyota and Lexus vehicles that result in reduced scheduled payments for qualified retail installment sales and lease customers. Reduced scheduled payments on certain Toyota industrial equipment for qualified lease and retail installment sales customers are subvened by various affiliates. The level of subvention program activity varies based on our affiliates’ marketing strategies, economic conditions, and volume of vehicle sales, while subvention payments vary based on the mix of Toyota and Lexus vehicles and timing of programs.
TMCC and TMS are parties to a Shared Services Agreement which covers certain technological and administrative services, such as information systems support, facilities, insurance coverage, and corporate services provided between the companies. In addition, TMCC and TMS are parties to an agreement that provides that TMS will arrange for the repurchase of new Toyota and Lexus vehicles at the aggregate cost financed by TMCC in the event of vehicle dealer default under floorplan financing. TMCC is also a party to similar agreements with TMHU, HINO, and other domestic and import manufacturers. During fiscal 2011, TMCC and TMS entered into an expense reimbursement agreement, pursuant to which TMCC reimbursed a portion of certain sales and marketing expenses incurred by TMS during fiscal 2011 for brand and sales support.
TMCC and Toyota Financial Savings Bank (“TFSB”), a Nevada industrial loan company owned by TFSA, are parties to a master shared services agreement under which TMCC and TFSB provide certain services to each other. TMCC and TFSB are also parties to an expense reimbursement agreement, which provides that TMCC will reimburse certain expenses incurred by TFSB in connection with providing certain financial products and services to TMCC’s customers and dealers in support of TMCC’s customer loyalty strategy and programs.
TMCC and TFSA are parties to an expense reimbursement agreement. Under the terms of the agreement, TMCC will reimburse certain expenses incurred by TFSA, the parent of TMCC and TFSB, with respect to costs related to TFSB’s credit card rewards program.
Our employees are generally eligible to participate in the TMS pension plan, the Toyota Savings Plan sponsored by TMS, and various health and life and other post-retirement benefits sponsored by TMS, as discussed further in Note 12 - Pension and Other Benefit Plans of the Notes to Consolidated Financial Statements.
Credit support agreements exist between us and TFSC and between TFSC and TMC. These agreements are further discussed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Liquidity and Capital Resources”.
Additionally, TFSC and TMCC are parties to conduit finance agreements pursuant to which TFSC acquires funds from lending institutions solely for the benefit of TMCC, and in turn, provides these funds to TMCC. The aggregate amounts payable under these agreements were approximately $2.2 billion and $4.2 billion as of March 31, 2012 and 2011, respectively.
TMIS provides administrative services and various types of coverage to TMS and affiliates, including contractual indemnity coverage for TMS’ certified pre-owned vehicle program, umbrella liability insurance, and property deductible reimbursement insurance. In addition, TMIS provided prepaid maintenance and vehicle service coverage to TMS in support of special sales and customer loyalty programs until the program was discontinued in fiscal 2011.
See Note 15 - Related Party Transactions of the Notes to Consolidated Financial Statements for further information.
COMPETITION
We operate in a highly competitive environment and compete with other financial institutions including national and regional commercial banks, credit unions, savings and loan associations, and finance companies. To a lesser extent, we compete with other automobile manufacturers’ affiliated finance companies that actively seek to purchase retail consumer contracts through Toyota and Lexus dealers. We compete with national and regional commercial banks and other automobile manufacturers’ affiliated finance companies for dealer financing. No single competitor is dominant in the industry. We compete primarily through service quality, our relationship with TMS, and financing rates. We seek to provide exceptional customer service and competitive financing programs to our vehicle and industrial equipment dealers and to their customers. Our affiliation with TMS is an advantage in providing Toyota and Lexus financing for purchases or leases of Toyota and Lexus vehicles.
Competition for the principal products and services provided through our insurance operations is primarily from national and regional independent service contract providers. We compete primarily through service quality, our relationship with TMS and product benefits. Our affiliation with TMS provides an advantage in selling our products and services.
REGULATORY ENVIRONMENT
Our finance and insurance operations are regulated under both federal and state law. Our finance operations are governed by, among other federal laws, the Equal Credit Opportunity Act, the Truth in Lending Act, the Truth in Leasing Act, the Fair Credit Reporting Act, and the consumer data privacy and security provisions of the Gramm-Leach Bliley Act. The Equal Credit Opportunity Act is designed to prevent credit discrimination on the basis of certain protected classes, requires the distribution of specified credit decision notices and limits the information that may be requested and considered in a credit transaction. The Truth in Lending Act and the Truth in Leasing Act place disclosure and substantive transaction restrictions on consumer credit and leasing transactions. The Fair Credit Reporting Act imposes restrictions and requirements regarding our use and sharing of credit reports, the reporting of data to credit reporting agencies, credit decision notices, the accuracy and integrity of information reported to the credit reporting agencies and identity theft prevention requirements. Federal privacy and data security laws place restrictions on our use and sharing of consumer data, impose privacy notice requirements, give consumers the right to opt out of certain uses and sharing of their data and impose safeguarding rules regarding the maintenance, storage, transmission and destruction of consumer data.
On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) became law. The scope of the Dodd-Frank Act has broad implications for the financial services industry and requires the development, adoption and implementation of many regulations. Among other things, the Dodd-Frank Act created the Consumer Financial Protection Bureau (“CFPB”), which has broad regulatory and enforcement powers over consumer financial products and services. One of the primary purposes of the CFPB is to ensure that consumers receive clear and accurate disclosures regarding financial products and to protect consumers from unfair and deceptive practices. The potential impact of the Dodd-Frank Act and implementing regulations may include increased cost of operations due to greater regulatory oversight, supervision and examination, limitations on our ability to expand product and service offerings due to stricter consumer protection laws and regulations and new or modified disclosure requirements.
Federal regulatory agencies issued numerous rulemakings in 2011 and 2012 to implement various requirements of the Dodd-Frank Act, but many of these rules remain in proposed form. Agencies have issued rules establishing a comprehensive framework for the regulation of derivatives, prohibiting proprietary trading by entities affiliated with an insured depository institution, providing for the regulation of non-bank financial institutions that pose systemic risk, and requiring sponsors of asset-backed securities to retain an ownership stake in securitization transactions. Although we have analyzed these and other rulemakings, the absence of final rules in some cases and the complexity of some of the proposed rules make it difficult for the Company to estimate the financial, compliance or operational impacts.
A majority of states (and Puerto Rico) have enacted legislation establishing licensing requirements to conduct financing activities. Most states also impose limits on the maximum rate of finance charges. In certain states, the margin between the present statutory maximum interest rates and borrowing costs is sufficiently narrow that, in periods of rapidly increasing or high interest rates, there could be an adverse effect on our operations in these states if we were unable to pass on increased interest costs to our customers. Some state and federal laws impose rate and other restrictions on credit transactions with customers in active military status.
State laws also impose requirements and restrictions on us with respect to, among other matters, required credit application and finance and lease disclosures, late fees and other charges, the right to repossess a vehicle for failure to pay or other defaults under the retail or lease contract, other rights and remedies we may exercise in the event of a default under the retail or lease contract, privacy matters, and other consumer protection matters.
In addition to the Gramm-Leach Bliley and Fair Credit Reporting Acts, our insurance operations are subject to state insurance regulations and licensing requirements. State laws vary with respect to which products are regulated and what types of corporate licenses and filings are required to offer certain products and services. Insurance company subsidiaries must be appropriately licensed in certain states in which they conduct business, must maintain minimum capital requirements and file annual financial information as determined by their state of domicile and the National Association of Insurance Commissioners. Failure to comply with these requirements could have an adverse effect on insurance operations in a particular state. We actively monitor applicable laws and regulations in each state in order to maintain compliance.
We continually review our operations for compliance with applicable laws. Future administrative rulings, judicial decisions, legislation, regulations and regulatory guidance and supervision may require modification of our business practices and procedures.
EMPLOYEE RELATIONS
At April 30, 2012, we had approximately 3,220 full-time employees. We consider our employee relations to be satisfactory. We are not subject to any collective bargaining agreements with our employees.
ITEM 1A.
ITEM 1A. RISK FACTORS
We are exposed to certain risks and uncertainties that could have a material adverse impact on our financial condition and operating results.
General business and economic conditions may adversely affect our operating results and financial condition.
Our operating results and financial condition are affected by a variety of factors. These factors include changes in the overall market for retail installment sales, leasing or dealer financing, rate of growth in the number and average balance of customer accounts, the U.S. regulatory environment, competition, rate of default by our customers, changes in the U.S. and international wholesale capital funding markets, the used vehicle market, levels of operating and administrative expenses (including, but not limited to, personnel costs and technology costs), general economic conditions, inflation, and fiscal and monetary policies in the United States and other countries in which we issue debt. Further, a significant and sustained increase in fuel prices could lead to diminished new and used vehicle purchases. This could reduce the demand for automotive retail and wholesale financing. In turn, lower used vehicle prices could affect charge-offs and depreciation on operating leases.
Economic slowdown and recession in the United States may lead to diminished consumer and business confidence, lower household incomes, increases in unemployment rates, and consumer and commercial bankruptcy filings, all of which could adversely affect vehicle sales and discretionary consumer spending. These conditions may decrease the demand for our financing products, as well as increase our delinquencies and losses. In addition, because our credit exposures are generally collateralized, the severity of losses can be particularly affected by declines in used vehicle prices. Vehicle and industrial equipment dealers may also be affected by economic slowdown and recession, which in turn may increase the risk of default of certain dealers within our portfolio.
Elevated levels of market disruption and volatility could increase our cost of capital and adversely affect our ability to access the global capital markets in a similar manner and at a similar cost as we have had in the past. These market conditions could also have an adverse effect on our operating results and financial condition by diminishing the value of our investment portfolio and increasing our cost of funding. If as a result, we increase the rates we charge to our customers and dealers, our competitive position could be negatively affected.
Our operating results and financial condition are heavily dependent on the sales of Toyota and Lexus vehicles.
Our business is substantially dependent upon the sale of Toyota and Lexus vehicles and our ability to offer competitive financing and insurance products in the United States. TMS is the primary distributor of Toyota and Lexus vehicles in the United States. TMS also sponsors subvention programs offered by us in the United States on certain new and used Toyota and Lexus vehicles. The level of subvention varies based on TMS’ marketing strategies, economic conditions and volume of vehicle sales. Changes in the volume of sales of such vehicles would impact the level of our financing volume, insurance volume and results of operations. These changes may result from governmental action, changes in consumer demand, recalls, the actual or perceived quality, safety or reliability of Toyota and Lexus vehicles, economic conditions, changes in the level of TMS sponsored subvention programs, increased competition, changes in pricing of imported units due to currency fluctuations or other reasons, or decreased or delayed vehicle production, due to natural disasters, supply chain interruptions or other events.
Recalls and other related announcements by TMS could affect our business, financial condition and operating results.
Beginning in the latter part of fiscal 2010, TMS announced several recalls and temporary suspensions of sales and production of certain Toyota and Lexus models. Because our business is substantially dependent upon the sale of Toyota and Lexus vehicles, these events or similar future events could adversely affect our business. A decrease in the level of sales, including as a result of the actual or perceived quality, safety or reliability of Toyota and Lexus vehicles, will have a negative impact on the level of our financing volume, insurance volume, earning assets and revenues. The credit performance of our dealer and consumer lending portfolios may also be adversely affected. In addition, a decline in values of used Toyota and Lexus vehicles would have a negative effect on realized values and return rates, which, in turn, could increase depreciation expense and credit losses. Further, certain of TMCC’s affiliated entities are subject to recall-related litigation and governmental investigations, including those by the U.S. Attorney for the Southern District of New York and the SEC, and have or may become subject to fines or other penalties. These factors could have a negative effect on our operating results and financial condition.
Our borrowing costs and access to the unsecured debt capital markets depend significantly on the credit ratings of TMCC and its parent companies and our credit support arrangements.
The cost and availability of financing is influenced by credit ratings, which are intended to be an indicator of the creditworthiness of a particular company, security or obligation. Our credit ratings depend, in large part, on the existence of the credit support arrangements with TFSC and TMC and on the financial condition and operating results of TMC. If these arrangements (or replacement arrangements acceptable to the rating agencies) become unavailable to us, or if the credit ratings of the credit support providers were lowered, our credit ratings would be adversely impacted.
Credit rating agencies which rate the credit of TMC and its affiliates, including TMCC, may qualify or alter ratings at any time. Global economic conditions and other geopolitical factors may directly or indirectly affect such ratings. Any downgrade in the sovereign credit ratings of the United States or Japan may directly or indirectly have a negative effect on the ratings of TMC and TMCC. Downgrades or placement on review for possible downgrades could result in an increase in our borrowing costs as well as reduced access to global unsecured debt capital markets. In addition, depending on the level of the downgrade, we may be required to post an increased amount of cash collateral under certain of our derivative agreements. These factors would have a negative impact on our competitive position, operating results and financial condition.
A decrease in the residual values of our off-lease vehicles could negatively affect our operating results and financial condition.
We are exposed to risk of loss on the disposition of leased vehicles and industrial equipment to the extent that sales proceeds realized upon the sale of returned lease assets are not sufficient to cover the residual value that was estimated at lease inception. To the extent the estimated end-of-term market value of a leased vehicle is lower than the residual value established at lease inception, the residual value of the leased vehicle is adjusted downward so that the carrying value at lease end will approximate the estimated end-of-term market value. Among other factors, local, regional and national economic conditions, new vehicle pricing, new vehicle incentive programs, new vehicle sales, the actual or perceived quality, safety or reliability of vehicles, future plans for new Toyota and Lexus product introductions, competitive actions and behavior, product attributes of popular vehicles, the mix of used vehicle supply, the level of current used vehicle values and fuel prices heavily influence used vehicle prices and thus the actual residual value of off-lease vehicles. Differences between the actual residual values realized on leased vehicles and our estimates of such values at lease inception could have a negative impact on our operating results and financial condition, due to our recognition of higher-than-anticipated losses recorded as depreciation expense in the Consolidated Statement of Income.
We are exposed to customer and dealer credit risk, which could negatively affect our operating results and financial condition.
Credit risk is the risk of loss arising from the failure of a customer or dealer to meet the terms of any contract with us or otherwise fail to perform as agreed. The level of credit risk in our retail installment sales and lease portfolios is influenced primarily by two factors: the total number of contracts that experience default (“default frequency”) and the amount of loss per occurrence (“loss severity”), which in turn are influenced by various economic factors, the used vehicle market, purchase quality mix, contract term length, and operational changes as discussed below.
The level of credit risk in our dealer financing portfolio is influenced primarily by the financial strength of dealers within our portfolio, dealer concentration, collateral quality, and other economic factors. The financial strength of dealers within our portfolio is influenced by general macroeconomic conditions, the overall demand for new and used vehicles and the financial condition of automotive manufacturers, among other factors. An increase in credit risk would increase our provision for credit losses, which would have a negative impact on our operating results and financial condition.
Economic slowdown and recession in the United States increases the risk that a customer or dealer may not meet the terms of a finance contract with us or may otherwise fail to perform as agreed. A weak economic environment, evidenced by, among other things, unemployment, underemployment, and consumer bankruptcy filings, may affect some of our customers’ ability to make their scheduled payments. There can be no assurance that our monitoring of credit risk and our efforts to mitigate credit risk are or will be sufficient to prevent an adverse effect on our operating results and financial condition.
A disruption in our funding sources and access to the capital markets would have an adverse effect on our liquidity.
Liquidity risk is the risk arising from our ability to meet obligations when they come due in a timely manner. Our liquidity strategy is to maintain the capacity to fund assets and repay liabilities in a timely and cost-effective manner even in the event of adverse market conditions. An inability to meet obligations when they come due in a timely manner would have a negative impact on our ability to refinance maturing debt and fund new asset growth and would have an adverse effect on our operating results and financial condition.
Our operating results, financial condition and cash flow may be adversely affected because of changes in interest rates, foreign currency exchange rates and market prices.
Market risk is the risk that changes in market interest rates and foreign currency exchange rates cause volatility in our operating results, financial condition and cash flow. The effect of an increase in market interest rates on our cost of capital could have an adverse effect on our business, financial condition and operating results by increasing the rates we charge to our customers and dealers, thereby affecting our competitive position. Market risk also includes the risk that the value of our investment portfolio could decline. We use various derivative instruments to manage our market risk. Changes in interest rates or foreign exchange rates could affect the value of our derivatives, which could result in volatility in our operating results and financial condition.
A failure or interruption in our operations could adversely affect our operating results and financial condition.
Operational risk is the risk of loss resulting from, among other factors, inadequate or failed processes, systems or internal controls, theft, fraud, cybersecurity breaches or natural disasters. Operational risk can occur in many forms including, but not limited to, errors, business interruptions, failure of controls, inappropriate behavior or misconduct by our employees or those contracted to perform services for us, and vendors that do not perform in accordance with their contractual agreements. These events can potentially result in financial losses or other damage to us, including damage to our reputation.
We rely on internal and external information and technological systems to manage our operations and are exposed to risk of loss resulting from breaches in the security or other failures of these systems. We collect and store certain personal and financial information from customers and employees. Security breaches could expose us to a risk of loss of this information, regulatory scrutiny, actions and penalties, litigation, reputational harm, and a loss of confidence that could potentially have an adverse impact on future business with current and potential customers. In addition, any upgrade or replacement of our major legacy transaction systems could have a significant impact on our ability to conduct our core business operations and increase our risk of loss resulting from disruptions of normal operating processes and procedures that may occur during the implementation of new information and transaction systems. These factors could have an adverse effect on our operating results and financial condition.
We also rely on a framework of internal controls designed to provide a sound and well-controlled operating environment. Due to the complexity of our business and the challenges inherent in implementing control structures across large organizations, control issues could be identified in the future that could have a material effect on our operations.
The failure or commercial soundness of our counterparties and other financial institutions may have an effect on our liquidity, operating results or financial condition.
We have exposure to many different financial institutions, and we routinely execute transactions with counterparties in the financial industry. Our debt, derivative and investment transactions, and our ability to borrow under committed and uncommitted credit facilities, could be adversely affected by the actions and commercial soundness of other financial institutions. Deterioration of social, political, labor, or economic conditions in a specific country or region, such as current uncertainties relating to European sovereign and non-sovereign debt, may also adversely affect the ability of financial institutions, including our derivative counterparties and lenders, to perform their contractual obligations. Financial institutions are interrelated as a result of trading, clearing, lending and other relationships, and as a result, financial and political difficulties in one country or region may adversely affect financial institutions in other jurisdictions, including those with which we have relationships. The failure of any financial institutions and other counterparties to which we have exposure, directly or indirectly, to perform their contractual obligations, and any losses resulting from that failure, may materially and adversely affect our liquidity, operating results or financial condition.
If we are unable to compete successfully or if competition increases in the businesses in which we operate, our operating results could be negatively affected.
We operate in a highly competitive environment. We compete with other financial institutions including national and regional commercial banks, credit unions, savings and loan associations, finance companies, and to a lesser extent, we compete with other automobile manufacturers’ affiliated finance companies. Increases in competitive pressures could have an adverse impact on our contract volume, market share, revenues, and margins. Further, the financial condition and viability of our competitors and peers may have an impact on the financial services industry in which we operate, resulting in changes in the demand for our products and services. This could have an adverse impact on our operating results and the volume of our business.
Our insurance operations could suffer losses if our reserves are insufficient to absorb actual losses.
Our insurance operations are subject to the risk of loss if our reserves for unearned premium and contract revenues on unexpired policies and agreements in force are not sufficient. Using historical loss experience as a basis for recognizing revenue over the term of the contract or policy may result in the timing of revenue recognition varying materially from the actual loss development. Our insurance operations are also subject to the risk of loss if our reserves for reported losses, losses incurred but not reported, and loss adjustment expenses are not sufficient. Because we use estimates in establishing reserves, actual losses may vary from amounts established in earlier periods.
We are exposed to risk transfer credit risk which could negatively impact our insurance operations.
Risk transfer credit risk is the risk that a reinsurer or other company assuming liabilities relating to our insurance operations will be unable to meet its obligations under the terms of our agreement with them. Such failure could result in losses to our insurance operations.
The regulatory environment in which we operate could have a material adverse effect on our business and operating results.
Regulatory risk includes risk arising from failure to comply with applicable regulatory requirements and risk of liability and other costs imposed under various laws and regulations, including changes in applicable law, regulation and regulatory guidance.
As a provider of finance, insurance and other payment and vehicle protection products, we operate in a highly regulated environment. We are subject to licensing requirements at the state level and to laws, regulation and examination at the state and federal levels. We hold lending, leasing and insurance licenses in the various states in which we do business. We are obligated to comply with periodic reporting requirements and to submit to regular examinations as a condition of maintenance of our licenses and the offering of our products and services. We must comply with laws that regulate our business, including in the areas of marketing, analytics, origination, collection and servicing.
The scope of the Dodd-Frank Act has broad implications for the financial services industry and requires the development, adoption and implementation of many regulations. Among other things, the Dodd-Frank Act created the Consumer Financial Protection Bureau, which has broad regulatory and enforcement powers over consumer financial products and services. One of the primary purposes of the CFPB is to ensure that consumers receive clear and accurate disclosures regarding financial products and to protect consumers from unfair and deceptive practices. The potential impact of the Dodd-Frank Act and implementing regulations may include increased cost of operations due to greater regulatory oversight, supervision and examination, limitations on our ability to expand product and service offerings due to stricter consumer protection laws and regulations and new or modified disclosure requirements.
Federal regulatory agencies issued numerous rulemakings in 2011 and 2012 to implement various requirements of the Dodd-Frank Act, but many of these rules remain in proposed form. Agencies have issued rules establishing a comprehensive framework for the regulation of derivatives, prohibiting proprietary trading by entities affiliated with an insured depository institution, providing for the regulation of non-bank financial institutions that pose systemic risk, and requiring sponsors of asset-backed securities to retain an ownership stake in securitization transactions. Although we have analyzed these and other rulemakings, the absence of final rules in some cases and the complexity of some of the proposed rules make it difficult for the Company to estimate the financial, compliance or operational impacts.
Compliance with applicable law is costly and can affect operating results. Compliance requires forms, processes, procedures, controls and the infrastructure to support these requirements. Compliance may create operational constraints and place limits on pricing. Laws in the financial services industry are designed primarily for the protection of consumers. The failure to comply could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses and damage to our reputation, brand and valued customer relationships.
Adverse economic conditions or changes in laws in states in which we have customer concentrations may negatively affect our operating results and financial condition.
We are exposed to customer concentration risk in our retail, dealer and insurance products. Factors adversely affecting the economy and applicable laws in various states where we have concentration risk could have an adverse effect on our consolidated financial condition and results of operations.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There are no unresolved SEC staff comments to report.
ITEM 2.
ITEM 2. PROPERTIES
Our finance and insurance headquarters operations are located in Torrance, California, and our facilities are leased from TMS.
Field operations for both finance and insurance are located in three CSCs, three regional management offices, and 30 DSSOs in cities throughout the U.S. Two of the DSSOs share premises with the regional CSCs. All three of the regional management offices share premises with DSSO offices. The Central region CSC is located in Cedar Rapids, Iowa, and is leased from TMS. The Western region CSC is located in Chandler, Arizona. The Eastern region CSC is located in Owings Mills, Maryland. We also have an office in Puerto Rico. All premises are occupied under lease.
We believe that our properties are suitable to meet the requirements of our business.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Litigation
Various legal actions, governmental proceedings and other claims are pending or may be instituted or asserted in the future against us with respect to matters arising in the ordinary course of business. Certain of these actions are or purport to be class action suits, seeking sizeable damages and/or changes in our business operations, policies and practices. Certain of these actions are similar to suits that have been filed against other financial institutions and captive finance companies. We perform periodic reviews of pending claims and actions to determine the probability of adverse verdicts and resulting amounts of liability. We establish accruals for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. When we are able, we also determine estimates of reasonably possible loss or range of loss, whether in excess of any related accrued liability or where there is no accrued liability. Given the inherent uncertainty associated with legal matters, the actual costs of resolving legal claims and associated costs of defense may be substantially higher or lower than the amounts for which accruals have been established. Based on available information and established accruals, we do not believe it is reasonably possible that the results of these proceedings, in the aggregate, will have a material adverse effect on our consolidated financial condition or results of operations.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
TMCC is a wholly-owned subsidiary of TFSA, and accordingly, all shares of TMCC’s stock are owned by TFSA. There is no market for TMCC's stock.
Dividends are declared and paid by TMCC as determined by its Board of Directors. In fiscal 2012, fiscal 2011 and fiscal 2010, TMCC declared and paid cash dividends to TFSA of $741 million, $266 million and $50 million, respectively.
Due to our losses in fiscal 2009 and 2008, the coverage ratio was less than one-to-one. We would have been required to generate additional earnings equal to pre-tax loss to achieve a coverage ratio of one-to-one in those fiscal years.
During fiscal 2010, we changed our charge-off policy from 150 days to 120 days past due. This change would not have changed our allowance for credit losses as a percentage of gross earning assets during fiscal 2009 and 2008.
The change in accounting policy mentioned above would also have resulted in net charge-offs as a percentage of average gross earning assets of 1.46 percent, and 0.97 percent for fiscal 2009 and 2008, respectively.
The change in accounting policy mentioned above would have resulted in 60 or more days past due as a percentage of gross earning assets of 0.60 percent and 0.54 percent for fiscal 2009 and 2008, respectively.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Information
Certain statements contained in this Form 10-K or incorporated by reference herein are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and currently available information. However, since these statements are based on factors that involve risks and uncertainties, our performance and results may differ materially from those described or implied by such forward-looking statements. Words such as “believe,” “anticipate,” “expect,” “estimate,” “project,” “should,” “intend,” “will,” “may” or words or phrases of similar meaning are intended to identify forward-looking statements. We caution that the forward-looking statements involve known and unknown risks, uncertainties and other important factors such as the following that may cause actual results to differ materially from those stated:
·
Changes in general business and economic conditions, as well as in consumer demand and the competitive environment in the automotive markets in the United States;
·
A decline in TMS sales volume and the level of TMS sponsored subvention programs;
·
Increased competition from other financial institutions seeking to increase their share of financing Toyota vehicles;
·
Fluctuations in interest rates and currency exchange rates;
·
Changes or disruptions in our funding environment or access to the global capital markets;
·
Changes in our credit ratings and those of TMC;
·
Changes in the laws and regulatory requirements, including as a result of recent financial services legislation, and related costs;
·
Natural disasters, changes in fuel prices, security (including cybersecurity) breaches, manufacturing disruptions and production suspensions of Toyota and Lexus vehicles models and related parts supply;
·
Elevation in prices of used vehicles and their effect on residual values of our off-lease vehicles and return rates;
·
The failure of a customer or dealer to meet the terms of any contract with us, or otherwise fail to perform as agreed;
·
Recalls announced by TMS and the perceived quality of Toyota and Lexus vehicles; and
·
The other risks and uncertainties set forth in “Part I, Item 1A. Risk Factors”.
We will not update the forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking statements.
OVERVIEW
Key Performance Indicators and Factors Affecting Our Business
In our finance operations, we generate revenue, income, and cash flows by providing retail financing, leasing, and dealer financing to vehicle and industrial equipment dealers and their customers. We measure the performance of our financing operations using the following metrics: financing volume, market share, financial leverage, financing margins, operating expense and loss metrics.
In our insurance operations, we generate revenue through marketing, underwriting, and claims administration related to covering certain risks of vehicle dealers and their customers. We measure the performance of our insurance operations using the following metrics: investment income, issued agreement volume, number of agreements in force, and loss metrics.
Our financial results are affected by a variety of economic and industry factors, including but not limited to, new and used vehicle markets, Toyota and Lexus sales volume, new vehicle incentives, consumer behavior, employment levels, our ability to respond to changes in interest rates with respect to both contract pricing and funding, the actual or perceived quality, safety or reliability of Toyota and Lexus vehicles, the financial health of the dealers we finance, and competitive pressure. Changes in these factors can influence financing and lease contract volume, the number of financing and lease contracts that default and the loss per occurrence, our inability to realize originally estimated contractual residual values on leased vehicles, the volume and performance of our insurance operations, and our gross margins on financing and leasing volume. Additionally, our funding programs and related costs are influenced by changes in the global capital markets, prevailing interest rates, and our credit ratings, which may affect our ability to obtain cost effective funding to support earning asset growth.
Our primary competitors are other financial institutions including national and regional commercial banks, credit unions, savings and loan associations, independent insurance service contract providers, finance companies and, to a lesser extent, other automobile manufacturers’ affiliated finance companies that actively seek to purchase retail consumer contracts through Toyota and Lexus independent dealerships (“dealerships”). We strive to achieve the following:
Exceptional Customer Service: Our relationship with Toyota and Lexus vehicle dealers and industrial equipment dealers and their customers offer us a competitive advantage. We seek to leverage this opportunity by providing exceptional service to dealers and their customers. Through our DSSO network, we work closely with the dealerships to improve the quality of service we provide to them. We also focus on assisting the dealers with the quality of their customer service operations to enhance customer loyalty for the dealership and the Toyota and Lexus brands. By providing consistent and reliable support, training, and resources to our dealer network, we continue to develop and improve our dealer relationships. In addition to marketing programs targeted toward customer retention, we work closely with TMS, TMHU and HINO to offer special retail, lease, dealer financing, and insurance programs. We also focus on providing a positive customer experience to existing retail, lease, and insurance customers through our CSCs.
Risk-Based Origination and Pricing: We price and structure our retail and lease contracts to compensate us for the credit risk we assume. The objective of this strategy is to maximize operating results and better match contract rates across a broad range of risk levels. To achieve this objective, we evaluate our existing portfolio for key opportunities to expand volume in targeted markets. We deliver timely strategic information to dealerships to assist them in benefiting from market opportunities. We continuously strive to refine our strategy and methodology for risk-based pricing.
Liquidity Strategy: Our liquidity strategy is to maintain the capacity to fund assets and repay liabilities in a timely and cost-effective manner even in the event of adverse market conditions. This capacity primarily arises from our credit ratings, our ability to raise funds in the global capital markets, and our ability to generate liquidity from our balance sheet. This strategy has led us to develop a borrowing base that is diversified by market and geographic distribution, investor type, and financing structure, among other factors.
Fiscal 2012 Operating Environment
During fiscal 2012, economic growth continued at a slow pace in the U.S. The U.S. economic recovery remained fragile due to weakness in consumer confidence and spending and an elevated level of unemployment. Home values remained depressed and commodity prices continued to fluctuate, negatively affecting household wealth. Challenges in the global economy and sovereign debt also weighed on the U.S. economy. While manufacturing production and the labor market showed signs of improvement in fiscal 2012, these trends were tempered by the ongoing concerns about the strength of the economic recovery.
Conditions in the global capital markets remained volatile during fiscal 2012 due to fiscal concerns in the U.S. and other global markets. Concerns over potential European sovereign debt defaults and bank capital adequacy contributed to overall market volatility. Despite the challenging capital market conditions, we continued to maintain broad access to both domestic and international markets. Deterioration in U.S. economic conditions or any major sovereign credit ratings downgrades, including that of the U.S., could have an adverse impact on future market conditions.
Industry-wide vehicle sales in the United States increased during fiscal 2012 as compared to fiscal 2011 while sales incentives throughout the auto industry increased over the same period. Vehicle sales by Toyota Motor Sales, USA, Inc. (“TMS”), however, decreased 6 percent in fiscal 2012 compared to fiscal 2011. The decline in TMS sales was attributable to manufacturing disruptions and production suspensions of certain Toyota and Lexus vehicle models and related parts supply that resulted from natural disasters occurring in Japan in March 2011 and Thailand in October 2011. The reduction in the availability of new Toyota and Lexus vehicles negatively affected our new vehicle financing volume, earning assets and revenues during fiscal 2012. During the third quarter of fiscal 2012, production of Toyota and Lexus vehicles returned to pre-disaster levels. In response to the supply disruptions that began in March 2011, we implemented special programs designed to assist our retail customers and vehicle dealers.
Prices of used vehicles remained near an all-time high during fiscal 2012 primarily due to the low supply of used vehicles. The reduction in the availability of new Toyota and Lexus vehicles had the effect of increasing demand for certain used Toyota and Lexus vehicles, further supporting the favorable trend in used Toyota and Lexus vehicle values. The combination of low used vehicle supply and reduced availability of new Toyota and Lexus vehicles also favorably affected our credit losses, and contributed to lower lease return rates and per unit loss severity during fiscal 2012.
Refer to Note 16 - Segment Information of the Notes to Consolidated Financial Statement for the total asset balances of our finance and insurance operations.
Fiscal 2012 Compared to Fiscal 2011
Our consolidated net income was $1,486 million in fiscal 2012, compared to net income of $1,853 million in fiscal 2011. Our consolidated net income for fiscal 2012 decreased as compared to fiscal 2011 primarily due to decreases in total financing revenue and investment and other income, partially offset by decreases in interest expense and operating and administrative expenses. Our consolidated net income was also affected by a decrease in our benefit from credit losses for fiscal 2012 compared to fiscal 2011.
Our overall capital position, after taking into effect the payment of a $741 million dividend in September of 2011 to TFSA, increased by $0.8 billion, bringing total shareholder’s equity to $7.7 billion at March 31, 2012, as compared to $6.9 billion at March 31, 2011. Our debt decreased to $73.2 billion at March 31, 2012 from $77.3 billion at March 31, 2011. We experienced an improvement in our debt-to-equity ratio to 9.6 at March 31, 2012 from 11.3 at March 31, 2011.
Fiscal 2011 Compared to Fiscal 2010
Our consolidated net income was $1,853 million in fiscal 2011, compared to net income of $1,063 million in fiscal 2010. Our consolidated net income for fiscal 2011 was higher as compared to fiscal 2010 primarily due to decreases in our provision for credit losses, and to a lesser extent, depreciation on operating leases and interest expense. These decreases were partially offset by an increase in operating and administrative expenses.
Our overall capital position increased by $1.6 billion, bringing total shareholder’s equity to $6.9 billion at March 31, 2011 compared to $5.3 billion at March 31, 2010. Our debt increased to $77.3 billion at March 31, 2011 from $69.2 billion at March 31, 2010. As a result of the increase in our capital position, our debt-to-equity ratio improved to 11.3 at March 31, 2011 from 13.1 at March 31, 2010.
Includes direct finance lease revenues for all periods shown.
Our finance operations reported net income of $1,350 million and $1,631 million during fiscal 2012 and 2011, respectively. The decrease in net income was primarily due to decreases in total financing revenues, partially offset by declines in interest expense and operating and administrative expenses. Our consolidated net income was also affected by a decrease in our benefit from credit losses for fiscal 2012 compared to fiscal 2011.
Financing Revenues
Total financing revenues decreased 8 percent during fiscal 2012 compared to fiscal 2011 due to the following factors:
·
Operating lease revenues decreased 4 percent in fiscal 2012 as compared to fiscal 2011, due to lower portfolio yields partially offset by higher average outstanding earning asset balances.
·
Retail contract revenues decreased 15 percent in fiscal 2012 as compared to fiscal 2011, primarily due to a decrease in our portfolio yields partially offset by higher average outstanding earning asset balances.
·
Dealer financing revenues decreased 4 percent in fiscal 2012 as compared to fiscal 2011, due to lower average outstanding earning asset balances partially offset by higher yield.
Our total portfolio, which includes operating lease, retail and dealer financing, had a yield of 5.4 percent during fiscal 2012 compared to 6.2 percent in fiscal 2011, due to decreases in both our retail and operating lease portfolio yields. Lower yields were the result of the maturity of higher yielding earning assets being replaced by lower yielding earning assets during fiscal 2012.
Interest Expense
Our liabilities consist mainly of fixed and floating rate debt, denominated in various currencies, which we issue in the global capital markets, while our assets consist primarily of U.S. dollar denominated, fixed rate receivables. We enter into interest rate swaps and foreign currency swaps to hedge the interest rate and foreign currency risks that result from the different characteristics of our assets and liabilities. The following table summarizes the consolidated components of interest expense:
Amounts represent net interest settlements and changes in accruals.
Includes both hedge and non-hedge accounting derivatives.
Amounts exclude net interest settlements and changes in accruals.
Refer to Note 7 -Derivatives, Hedging Activities and Interest Expense of the Notes to Consolidated Financial Statements for additional information relating to the credit valuation adjustments for the periods.
Total interest expense excludes $3 million of interest on bonds held by our insurance operations for fiscal 2012 compared to $6 million for fiscal 2011 and 2010. Refer to Note 16 - Segment Information of the Notes to Consolidated Financial Statements for further information.
Total interest expense decreased from $1,614 million during fiscal 2011 to $1,300 million for fiscal 2012. The reduction in interest expense resulted primarily from lower interest expense on debt due to lower contractual interest rates on debt.
Interest expense on derivatives represents net interest settlements and accruals on interest rate and foreign currency derivatives. During fiscal 2012, we recorded net income on derivatives of $1 million compared to net income of $21 million during fiscal 2011. The decrease in net interest income on derivatives during fiscal 2012 compared to fiscal 2011 resulted primarily from lower average receive rates on interest rate and currency swaps used to economically hedge fixed rate debt.
Ineffectiveness related to hedge accounting derivatives represents the net difference between the change in the fair value of the hedged debt and the change in the fair value of the associated derivative instrument.
Gain or loss on foreign currency transactions represents the revaluation of foreign currency denominated debt transactions for which hedge accounting has not been elected. We use foreign currency swaps and foreign currency forwards to economically hedge these foreign currency transactions. During fiscal 2012, we recorded combined gains of $266 million on foreign currency transactions and the associated foreign currency swaps, as compared to gains of $101 million during fiscal 2011. The increase in net gains primarily resulted from declines in foreign currency swap rates during fiscal 2012.
We recorded gains of $89 million on non-hedge accounting interest rate swaps during fiscal 2012 compared to gains of $174 million during fiscal 2011. The net gains in both periods on these swaps primarily resulted from a decline in long-term swap rates; however, the decline during fiscal 2012 was not as significant as it was in fiscal 2011.
Provision for Credit Losses
We recorded a benefit from credit losses of $98 million for fiscal 2012. The benefit from credit losses resulted from lower levels of default frequency and per unit loss severity in our consumer portfolio. Used vehicle prices remained near an all-time high during fiscal 2012. The elevated price levels were driven primarily by a low supply of used vehicles, which contributed to lower loss severity as compared to fiscal 2011. In addition, the overall credit quality of our consumer portfolio in fiscal 2012 continued to benefit from our focus on purchasing practices and collection efforts. As a result, our net charge-offs improved during fiscal 2012 as compared to fiscal 2011. In addition, our delinquencies at March 31, 2012 improved compared to March 31, 2011. Refer to “Financial Condition - Credit Risk” for further discussion.
Operating and Administrative Expenses
Operating expenses decreased during fiscal 2012 compared to fiscal 2011 as a result of shared affiliate expenses for sales and marketing activities in fiscal 2011 that were not present in fiscal 2012. Refer to Note 15 - Related Party Transactions of the Notes to Consolidated Financial Statements for further information. Employee-related expenses were relatively flat in fiscal 2012 compared to fiscal 2011.
Certain prior period amounts have been reclassified to conform to the current period presentation.
Our insurance operations reported net income of $136 million during fiscal 2012 compared to $222 million during fiscal 2011. The decrease in net income for fiscal 2012 compared to fiscal 2011 was attributable to a decrease in investment and other income and an increase in insurance loss and loss adjustment expenses, partially offset by an increase in insurance earned premiums and contract revenues.
Agreements issued decreased by 843 thousand units during fiscal 2012 compared to fiscal 2011. The decrease was primarily due to the discontinuation of affiliate agreements issued in support of special TMS sales and customer loyalty programs during fiscal 2011.
Our insurance operations reported insurance earned premiums and contract revenues of $620 million for fiscal 2012 compared to $565 million for fiscal 2011. Insurance earned premiums and contract revenues are affected by sales volume as well as the level, age, and mix of agreements in force. Agreements in force represent active insurance policies written and contracts issued. Insurance earned premiums and contract revenues represent revenues from the agreements in force. The increase in insurance earned premiums and contract revenues was primarily due to earnings on special TMS sales and customer loyalty programs initiated during fiscal 2011 and still in force during fiscal 2012.
Our insurance operations reported investment and other income of $72 million during fiscal 2012, compared to $196 million during fiscal 2011. Investment and other income for our insurance operations consists primarily of investment income on marketable securities. The decrease in investment and other income for fiscal 2012 compared to the prior year was primarily due to an increase in realized losses from sales of securities and a decrease in dividend income.
Our insurance operations reported $325 million of insurance losses and loss adjustment expenses for fiscal 2012, compared to $247 million for fiscal 2011. Insurance losses and loss adjustment expenses incurred are a function of the amount of covered risks, the frequency and severity of claims associated with the agreements in force, and the level of risk retained by our insurance operations. Insurance losses and loss adjustment expenses include amounts paid and accrued for reported losses, estimates of losses incurred but not reported, and any related claim adjustment expenses. The increase in insurance losses and loss adjustment expenses is primarily due to higher claim frequency and severity experienced in our prepaid maintenance and vehicle service contracts.
Provision for Income Taxes
Our overall provision for income taxes for fiscal 2012 was $937 million compared to $1,150 million for fiscal 2011. Our effective tax rate was 38.7 percent and 38.3 percent for fiscal 2012 and fiscal 2011, respectively. The increase in our effective tax rate for fiscal 2012 reflected differences between the income tax accrued in the prior year as compared with the actual liability on the income tax returns as filed and an increase in the state effective tax rate used to value net state deferred tax liabilities. The change in our provision for income taxes, adjusted for these fiscal year specific differences, is consistent given the change in operating income for fiscal 2012 compared to fiscal 2011.
Represents total domestic TMS sales of new Toyota and Lexus vehicles excluding sales under dealer rental car and commercial fleet programs and sales of a private Toyota distributor. TMS new sales volume is comprised of approximately 84 percent Toyota and 16 percent Lexus vehicles for fiscal 2012 and 85 percent Toyota and 15 percent Lexus vehicles for both fiscal 2011 and 2010.
Total financing volume is comprised of approximately 79 percent Toyota, 16 percent Lexus, and 5 percent non-Toyota/Lexus vehicles for fiscal 2012, and 80 percent Toyota, 15 percent Lexus and 5 percent non-Toyota/Lexus for both fiscal 2011 and 2010.
Represents the percentage of total domestic TMS sales of new Toyota and Lexus vehicles financed by us, excludes non-Toyota/Lexus sales, sales under dealer rental car and commercial fleet programs and sales of a private Toyota distributor.
Vehicle Financing Volume
The volume of our retail and lease contracts, which are acquired primarily from Toyota and Lexus vehicle dealers, is dependent upon TMS sales volume and subvention. Natural disasters that occurred in Japan in March 2011 and Thailand in October 2011 caused manufacturing disruptions and production suspensions of certain Toyota and Lexus vehicle models and parts. As a result, vehicle sales by TMS decreased 6 percent for fiscal 2012 compared to fiscal 2011.
Our financing volume and market share decreased in fiscal 2012 compared to fiscal 2011. Lower volume and market share were driven primarily by the decreased supply of new Toyota and Lexus vehicles and a lower level of TMS subvention programs. Vehicle financing volume that was subvened by TMS decreased by 29 percent in fiscal 2012 compared to fiscal 2011. TMS subvention levels declined as the lower supply of new vehicles coupled with new product launches by TMS reduced the need for subvention.
Includes direct finance leases.
Lease contract terms range from 24 months to 60 months.
Retail contract terms range from 24 months to 85 months.
4 Includes wholesale and other loan arrangements in which we participate as part of a syndicate of lenders.
Retail Contract Volume and Earning Assets
Our overall new and used retail contract volume decreased 11 percent during fiscal 2012 as compared to fiscal 2011. Much of the decrease was attributable to a decrease in overall TMS vehicle sales and subvention levels. Retail finance receivables at March 31, 2012 were relatively flat compared to the balance at March 31, 2011, as the volume of new vehicles financed was relatively consistent with portfolio liquidations.
Lease Contract Volume and Earning Assets
Our overall vehicle lease contract volume during fiscal 2012 decreased 31 percent as compared to fiscal 2011. Vehicle lease contract volume is affected by the level of Toyota and Lexus vehicle sales, the availability of subvention programs, and changes in the interest rate environment. Much of the decrease during fiscal 2012 was attributable to a decrease in TMS vehicle sales and subvention levels. Our investment in operating leases, net decreased by 2 percent at March 31, 2012 as compared to the balance at March 31, 2011 due to lower contract volume.
Dealer Financing and Earning Assets
Dealer financing, net increased 6 percent to $12.7 billion at March 31, 2012 from March 31, 2011. The growth was primarily due to an increase in real estate loans, working capital loans, and dealer floorplan receivables. The total number of dealers receiving financing increased by 2 percent at March 31, 2012 as compared to March 31, 2011. While the number of dealer inventory financed units decreased 3 percent at March 31, 2012 as compared to March 31, 2011, the decline was offset by higher average dollar amount per vehicle financed.
Residual Value Risk
We are exposed to risk of loss on the disposition of leased vehicles and industrial equipment to the extent that sales proceeds realized upon the sale of returned lease assets are not sufficient to cover the residual value that was estimated at lease inception. Substantially all of our residual value risk relates to our vehicle lease portfolio. To date, we have not incurred material residual value losses related to our industrial equipment portfolios.
Factors Affecting Exposure to Residual Value Risk
Residual value represents an estimate of the end-of-term market value of a leased asset. The primary factors affecting our exposure to residual value risk are the levels at which residual values are established at lease inception, projected market values, and the resulting impact on vehicle lease return rates and loss severity. The evaluation of these factors involves significant assumptions, complex analysis, and management judgment. Refer to “Critical Accounting Estimates” for further discussion of the estimates involved in the determination of residual values.
Residual Values at Lease Inception
Residual values of lease earning assets are estimated at lease inception by examining external industry data, the anticipated Toyota and Lexus product pipeline and our own experience. Factors considered in this evaluation include, but are not limited to, local, regional and national economic forecasts, new vehicle pricing, new vehicle incentive programs, new vehicle sales, future plans for new Toyota and Lexus product introductions, competitor actions and behavior, product attributes of popular vehicles, the mix of used vehicle supply, the level of current used vehicle values, the actual or perceived quality, safety or reliability of Toyota and Lexus vehicles, buying and leasing behavior trends, and fuel prices. We use various channels to sell vehicles returned at lease end. Refer to Item 1. “Business - Finance Operations - Retail and Lease Financing - Remarketing” for additional information on remarketing.
End-of-term Market Values
On a quarterly basis, we review the estimated end-of-term market values of leased vehicles to assess the appropriateness of their carrying values. To the extent the estimated end-of-term market value of a leased vehicle is lower than the residual value established at lease inception, the residual value of the leased vehicle is adjusted downward so that the carrying value at lease end will approximate the estimated end-of-term market value. Factors affecting the estimated end-of-term market value are similar to those considered in the evaluation of residual values at lease inception discussed above. These factors are evaluated in the context of their historical trends to anticipate potential changes in the relationship among those factors in the future. For operating leases, adjustments are made on a straight-line basis over the remaining terms of the lease contracts and are included in depreciation on operating leases in the Consolidated Statement of Income as a change in accounting estimate. For direct finance leases, adjustments are made at the time of assessment and are recorded as a reduction of direct finance lease revenues which is included under our retail revenues in the Consolidated Statement of Income.
Vehicle Lease Return Rate
The vehicle lease return rate represents the number of end-of-term leased vehicles returned to us for sale as a percentage of lease contracts that were originally scheduled to mature in the same period less certain qualified early terminations. When the market value of a leased vehicle at contract maturity is less than its contractual residual value (i.e., the price at which the lease customer may purchase the leased vehicle), there is a higher probability that the vehicle will be returned to us. In addition, a higher market supply of certain models of used vehicles generally results in a lower relative level of demand for those vehicles, resulting in a higher probability that the vehicle will be returned to us. A higher rate of vehicle returns exposes us to greater risk of loss at lease termination.
Loss Severity
Loss severity is the extent to which the end-of-term market value realized at sale/disposition of a leased vehicle is less than the estimated residual value established at lease inception. Overall loss severity is driven by used vehicle price levels as well as vehicle return rates.
Impairment of Operating Leases
We review operating leases for impairment whenever events or changes in circumstances indicate that the carrying value of the operating leases may not be recoverable. If such events or changes in circumstances are present, and if the expected undiscounted future cash flows (including expected residual values) over the remaining lease terms are less than book value, the operating lease assets are considered to be impaired and a loss is calculated and recorded in the current period Consolidated Statement of Income. As of March 31, 2012, there was no indication of impairment in our operating lease portfolio.
Disposition of Off-Lease Vehicles
The following table summarizes our vehicle sales at lease termination and our scheduled maturities related to our leased vehicle portfolio by period:
Scheduled maturities decreased 2 percent in fiscal 2012 as compared to fiscal 2011. Vehicles sold at lease termination relative to scheduled maturities in fiscal 2012 decreased significantly as compared to fiscal 2011 and 2010. The lower rate of vehicles sold at lease termination relative to scheduled maturities during fiscal 2012, as compared to fiscal 2011 and 2010, was the result of strong used vehicle values resulting in lower lease return rates. Refer to Item 1. “Business - Finance Operations - Retail and Lease Financing - Remarketing” for additional information on lease disposition.
We record depreciation expense on the portion of our lease portfolio classified as operating leases. Depreciation expense is recorded on a straight-line basis over the lease term and is based upon the depreciable basis of the leased vehicle. The depreciable basis is originally established as the difference between a leased vehicle’s original acquisition value and its residual value established at lease inception. Changes to residual values will have an effect on depreciation expense. To the extent the estimated end-of-term market value of a leased vehicle is lower than the residual value established at lease inception, the residual value of the leased vehicle is adjusted downward so that the carrying value at lease-end will approximate the estimated end-of-term market value. Refer to “Critical Accounting Estimates” for a further discussion of the estimates involved in the determination of residual values.
Depreciation expense on operating leases for fiscal 2012 remained consistent as compared to depreciation expense for fiscal 2011, primarily because the total number of operating lease units outstanding remained relatively consistent over those periods. Depreciation expense can be affected by changes in the used vehicle market because used vehicle market trends are a significant factor in estimating end-of-term market values. Used vehicle values remained near an all-time high during fiscal 2012; however, sustainability of these levels is uncertain.
Credit Risk
We are exposed to credit risk on our earning assets. Credit risk on our earning assets is the risk of loss arising from the failure of customers or dealers to make contractual payments. The level of credit risk on our retail installment sales and lease portfolio is influenced by two factors: default frequency and loss severity, which in turn are influenced by various factors such as economic conditions, the used vehicle market, purchase quality mix, and operational changes.
The level of credit risk on our dealer financing portfolio is influenced by the financial strength of dealers within our portfolio, dealer concentration, collateral quality, and other economic factors. The financial strength of dealers within our portfolio is influenced by, among other factors, general economic conditions, the overall demand for new and used vehicles and industrial equipment and the financial condition of automotive manufacturers in general.
Factors Affecting Retail Contracts and Lease Portfolio Credit Risk
Economic Factors
General economic conditions such as changes in unemployment rates, housing values, bankruptcy rates, consumer debt levels, fuel prices, consumer credit performance, interest rates, inflation, household disposable income and unforeseen events such as natural disasters can influence both the default frequency and loss severity.
Used Vehicle Market
Changes in used vehicle prices directly affect the proceeds from sales of repossessed vehicles, and accordingly, the level of loss severity we experience. The supply of and demand for used vehicles, interest rates, inflation, the level of manufacturer incentives on new vehicles, the manufacturer’s actual or perceived reputation for quality, safety, and reliability, and general economic outlook are some of the factors affecting the used vehicle market.
Purchase Quality Mix
A change in the mix of contracts acquired at various risk levels may change the amount of credit risk we assume. An increase in the number of contracts acquired with lower credit quality (as measured by scores that establish a consumer’s creditworthiness based on present financial condition, experience, and credit history) can increase the amount of credit risk. Conversely, an increase in the number of contracts with higher credit quality can lower credit risk. An increase in the mix of contracts with lower credit quality can also increase operational risk unless appropriate controls and procedures are established. We strive to price contracts to achieve an appropriate risk adjusted return on our investment.
The average original contract term of retail and lease contracts influences credit losses. Longer term contracts generally experience a higher rate of default and thus affect the default frequency. In addition, the carrying values of vehicles under longer term contracts decline at a slower rate, resulting in a longer period during which we may be subject to used vehicle market volatility, which may in turn lead to increased loss severity.
The types and models of the vehicles in our retail and lease portfolios have an effect on loss severity. Vehicle product mix can be influenced by factors such as customer preferences, fuel efficiency and fuel prices. These factors impact the demand for and prices of used vehicles and consequently, loss severity.
Operational Changes
Operational changes and ongoing implementation of new information and transaction systems are designed to have a positive effect on the credit risk profile of our retail contract and lease portfolios. Customer service improvements in the management of delinquencies and credit losses increase operational efficiency and effectiveness. We continue to make improvements in our service operations and credit loss mitigation methods.
In an effort to mitigate credit losses, we regularly evaluate our purchasing practices. We have been limiting our risk exposure by reducing approvals of lower credit quality contracts and reducing loan-to-value ratios. We continue to refine our credit risk management and analysis to ensure that the appropriate level of collection resources are aligned with portfolio risk, and we adjust capacity accordingly. We continue our focus on early stage delinquencies to increase the likelihood of resolution. We have also increased efficiency in our collections through the use of technology.
Factors Affecting Dealer Financing Portfolio Credit Risk
The financial strength of dealers to which we extend credit directly affects our credit risk. Lending to dealers with lower credit quality, or a negative change in the credit quality of existing dealers, increases the risk of credit loss we assume. Extending a substantial amount of financing or commitments to a specific dealer or group of dealers creates a concentration of credit risk, particularly when the financing may not be secured by fully realizable collateral assets. Collateral quality influences credit risk in that lower quality collateral increases the risk that in the event of dealer default and subsequent liquidation of collateral, the value of the collateral may be less than the amount owed to us.
We assign risk classifications to each of our dealer groups based on their financial condition, the strength of the collateral, and other quantitative and qualitative factors including input from our field personnel. Our monitoring processes of the dealer groups are based on these risk classifications. We periodically update the risk classifications based on changes in financial condition. As part of our monitoring processes, we require dealers to submit monthly financial statements. We also perform periodic physical audits of vehicle inventory as well as monitor the timeliness of dealer inventory financing payoffs in accordance with the agreed upon terms to identify possible risks. In response to the economic environment, we continue to enhance our risk management processes to mitigate dealer portfolio risk and to focus on higher risk dealers. We have enhanced risk governance, inventory audit, and credit watch processes. Where appropriate, we increase the frequency of our audits and examine more closely the financial condition of the dealer group. We continue to be stringent in underwriting dealers and have conducted targeted personnel training to address dealer credit risk.
We provide financing for some dealerships which sell products not distributed by TMS or one of its affiliates. A significant adverse change in a non-Toyota/Lexus manufacturer such as restructuring and bankruptcy may increase the risk associated with the dealers we have financed that sell these products.
Credit Loss Experience
The overall credit quality of our consumer portfolio in fiscal 2012 continued to benefit from our focus on purchasing practices and collection efforts. In addition, subvention contributes to our overall portfolio quality, as subvened contracts typically have higher credit scores than non-subvened contracts. These factors, combined with strong used vehicle prices, contributed to decreased levels of delinquency and net charge-offs during fiscal 2012 as compared to fiscal 2011. For additional information regarding the potential impact of current market conditions, refer to “Part I. Item 1A. Risk Factors”.
The following table provides information related to our credit loss experience:
During fiscal 2010, we changed our charge-off policy from 150 days to 120 days past due.
Average loss per unit upon disposition of repossessed vehicles or charge-off prior to repossession.
Finance and operating lease balances 60 or more days past due includes accounts in bankruptcy and excludes accounts for which vehicles have been repossessed or charged off.
The level of credit losses primarily reflects two factors: default frequency and loss severity. Default frequency as a percentage of average outstanding contracts decreased to 1.43 percent during fiscal 2012 as compared to 2.11 percent during fiscal 2011. Our continued focus on purchasing practices and collection efforts has contributed to the improvement in default frequency and delinquency levels. Strong used vehicle prices also positively affected default frequency as some customers, who otherwise may have defaulted, were able to sell their vehicles in order to pay off their finance contracts. In addition, we experienced lower loss severity as prices of used vehicles remained near an all-time high and positively affected net loss per charged-off unit during fiscal 2012.
The manufacturing disruptions and production suspensions resulting from the natural disasters that occurred in Japan in March 2011 and Thailand in October 2011 lowered the availability of new vehicles and further supported used vehicle values. As a result, our level of net charge-offs for fiscal 2012 decreased significantly compared with the same periods in the prior year. Net charge-offs as a percentage of average gross earning assets decreased from 0.52 percent at March 31, 2011 to 0.21 percent at March 31, 2012.
Allowance for Credit Losses
We maintain an allowance for credit losses to cover probable and estimable losses as of the balance sheet date resulting from the non-performance of our customers and dealers under their contractual obligations. The determination of the allowance involves significant assumptions, complex analysis, and management judgment. Refer to “Critical Accounting Estimates” for further discussion of the estimates involved in determining the allowance.
The allowance for credit losses for our consumer portfolio is established through a process that estimates probable losses incurred as of the balance sheet date based upon consistently applied statistical analyses of portfolio data. This process utilizes delinquency migration analysis, in which historical delinquency and credit loss experience is applied to the current aging of the portfolio, and incorporates current and expected trends and other relevant factors, including used vehicle market conditions, economic conditions, unemployment rates, purchase quality mix, and operational factors. This process, along with management judgment, is used to establish the allowance to cover probable and estimable losses incurred as of the balance sheet date. Movement in any of these factors would cause changes in estimated probable losses.
The allowance for credit losses for our dealer portfolio is established by first aggregating dealer financing receivables into loan-risk pools, which are determined based on the risk characteristics of the loan (e.g. secured by either vehicles and industrial equipment, real estate or dealership assets, or unsecured). We then analyze dealer pools using an internally developed risk rating. In addition, we have established procedures that focus on managing high risk loans in our dealer portfolio. Our field operations management and our special assets group are consulted each quarter to determine if any specific dealer loan is considered impaired. A receivables account balance is considered impaired when it is probable that we will be unable to collect all amounts due (including principal and interest) according to the terms of the contract. If impaired loans are identified, specific reserves are established, as appropriate, and the loan is removed from the loan-risk pool for separate monitoring.
The following table provides information related to our allowance for credit losses on finance receivables and investments in operating leases:
During fiscal 2010, we changed our charge-off policy from 150 days to 120 days past due. This change resulted in an increase in charge-offs of $38 million for fiscal 2010. Charge-offs were net of recoveries of $123 million, $137 million, and $145 million in fiscal 2012, 2011, and 2010, respectively.
During fiscal 2010, we changed our charge-off policy from 150 days to 120 days past due.
During fiscal 2012, our allowance for credit losses decreased $260 million from $879 million at March 31, 2011 to $619 million at March 31, 2012. The decline in our allowance for credit losses was driven by improvements in per unit loss severity and default frequency. The improvement in per unit loss severity was attributable to higher used vehicle values. Prices of used vehicles remained near an all-time high during fiscal 2012 primarily due to the low supply of used vehicles. In addition, the reduction in availability of new Toyota and Lexus vehicles resulting from the manufacturing disruptions caused by natural disasters in Japan in March of 2011 and Thailand in October 2011 increased demand for certain used Toyota and Lexus vehicles. The increased demand further supported the favorable trend in used vehicle values. Our continued focus on purchasing practices and collection efforts contributed to the improvement in default frequency and related delinquency trends. Strong used vehicle prices also positively affected default frequency as some customers, who otherwise may have defaulted, were able to sell their vehicles in order to pay off their finance contracts. As a result, our net charge-offs improved significantly during fiscal 2012 as compared to fiscal 2011.
The favorable levels in our per unit loss severity, delinquencies, default frequency and net charge-offs reflect patterns of credit behavior different from our historical patterns and levels. An unusual combination of factors including the low supply of used vehicles and the impact of the natural disasters occurring in Japan and Thailand, have contributed to these trends. We considered these factors as well as the fragile condition of the U.S. economy and our historical seasonal patterns in establishing our allowance for credit losses at March 31, 2012.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity risk is the risk relating to our ability to meet our financial obligations when they come due. Our liquidity strategy is to ensure that we maintain the ability to fund assets and repay liabilities in a timely and cost-effective manner, even in adverse market conditions. Our strategy includes raising funds via the global capital markets, and through loans, credit facilities, and other transactions as well as generating liquidity from our balance sheet. This strategy has led us to develop a borrowing base that is diversified by market and geographic distribution, investor type, and financing structure, among other factors.
The following table summarizes the components of our outstanding funding sources at carrying value:
Includes unamortized premium/discount.
Includes unamortized premium/discount and effects of foreign currency transaction gains and losses on non-hedged or de-designated notes and loans payable which are denominated in foreign currencies.
Represents the effects of fair value adjustments to debt in hedging relationships, accrued redemption premiums, and the unamortized fair value adjustments on the hedged item for terminated fair value hedge accounting relationships.
Liquidity management involves forecasting and maintaining sufficient capacity to meet our cash needs, including unanticipated events. To ensure adequate liquidity through a full range of potential operating environments and market conditions, we conduct our liquidity management and business activities in a manner that will preserve and enhance funding stability, flexibility and diversity. Key components of this operating strategy include a strong focus on developing and maintaining direct relationships with commercial paper investors and wholesale market funding providers, and maintaining the ability to sell certain assets when and if conditions warrant.
We develop and maintain contingency funding plans and regularly evaluate our liquidity position under various operating circumstances, allowing us to assess how we will be able to operate through a period of stress when access to normal sources of capital is constrained. The plans project funding requirements during a potential period of stress, specify and quantify sources of liquidity, and outline actions and procedures for effectively managing through the problem period. In addition, we monitor the ratings and credit exposure of the lenders that participate in our credit facilities to ascertain any issues that may arise with potential draws on these facilities if that contingency becomes warranted.
We maintain broad access to a variety of domestic and global markets and may choose to realign our funding activities depending upon market conditions, relative costs, and other factors. We believe that our funding sources, combined with operating and investing activities, provide sufficient liquidity to meet future funding requirements and business growth. Our funding volume is primarily based on expected net change in earning assets and debt maturities.
For liquidity purposes, we hold cash in excess of our immediate funding needs. These excess funds are invested in short-term, highly liquid and investment grade money market instruments, which provide liquidity for our short-term funding needs and flexibility in the use of our other funding sources. We maintained excess funds ranging from $4.8 billion to $11.1 billion with an average balance of $9.2 billion for fiscal 2012.
We may lend to or borrow from affiliates on terms based upon a number of business factors such as funds availability, cash flow timing, relative cost of funds, and market access capabilities.
Credit support is provided to us by our indirect parent Toyota Financial Services Corporation (“TFSC”), and, in turn to TFSC by Toyota Motor Corporation (“TMC”). Taken together, these credit support agreements provide an additional source of liquidity to us, although we do not rely upon such credit support in our liquidity planning and capital and risk management. The credit support agreements are not guarantees by TMC of any securities or obligations of TFSC or TMCC.
TMC’s obligations under its credit support agreement with TFSC rank pari passu with TMC’s senior unsecured debt obligations. Refer to Part I. Item 1A. Risk Factors “Our borrowing costs and access to the unsecured debt capital markets depend significantly on the credit ratings of TMCC and its parent companies and our credit support arrangements” for further discussion.
We routinely monitor global financial conditions and our financial exposure to our global counterparties. Specifically, we focus on those countries experiencing significant economic, fiscal or political strain and the corresponding likelihood of default. During the reporting period, we identified five countries for which these conditions exist; Portugal, Ireland, Italy, Greece and Spain. We do not currently have exposure to these or other European sovereign counterparties. As of March 31, 2012, our gross non-sovereign exposures to investments in marketable securities and derivatives counterparty positions in the countries identified were not material, either individually or collectively. As of March 31, 2012, we also maintain a total of $19.0 billion in committed and uncommitted syndicated and bilateral credit facilities for our liquidity purposes. As of March 31, 2012, less than 8 percent of such commitments were from counterparties in the countries identified. Refer to the “Liquidity and Capital Resources - Liquidity Facilities and Letters of Credit” section and “Item 1A. Risk Factors - The failure or commercial soundness of our counterparties and other financial institutions may have an effect on our liquidity, operating results or financial condition” for further discussion.
Commercial Paper
Short-term funding needs are met through the issuance of commercial paper in the United States. Commercial paper outstanding under our commercial paper programs ranged from approximately $16.1 billion to $21.7 billion during fiscal 2012, with an average outstanding balance of $19.0 billion. Our commercial paper programs are supported by the liquidity facilities discussed later in this section. We believe we have ample capacity to meet our short-term funding requirements and manage our liquidity.
Unsecured Notes and Loans Payable
The following table summarizes the components of our unsecured notes and loans payable at par value:
Amounts represent par values and as such exclude unamortized premium/discount, foreign currency transaction gains and losses on debt denominated in foreign currencies, fair value adjustments to debt in hedge accounting relationships, accrued redemption premiums, and the unamortized fair value adjustments on the hedged item for terminated hedge accounting relationships. Par values of non-U.S. currency denominated notes are determined using foreign exchange rates applicable as of the issuance dates.
MTNs and domestic bonds had terms to maturity ranging from approximately 1 year to 20 years, and had interest rates at the time of issuance ranging from 0.5 percent to 3.4 percent.
EMTNs had terms to maturity ranging from approximately 2 years to 4 years, and had interest rates at the time of issuance ranging from 3.7 percent to 4.7 percent.
Primarily consists of long-term borrowings, all with terms to maturity from approximately ­­1 year to 6 years, and interest rates at the time of issuance ranging from 0.1 percent to 1.2 percent.
Consists of fixed and floating rate debt and other obligations. Upon the issuance of fixed rate debt and other obligations, we generally elect to enter into pay float interest rate swaps. Refer to “Derivative Instruments” for further discussion.
We maintain a shelf registration statement with the SEC to provide for the issuance of debt securities in the U.S. capital markets to retail and institutional investors. We qualify as a well-known seasoned issuer under SEC rules, which allows us to issue under our registration statement an unlimited amount of debt securities during the three year period ending March 2015. Debt securities issued under the U.S. shelf registration statement are issued pursuant to the terms of an indenture which requires TMCC to comply with certain covenants, including negative pledge provisions. We are in compliance with these covenants.
Our EMTN program, shared with our affiliates Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc. and Toyota Finance Australia Limited (TMCC and such affiliates, the “EMTN Issuers”), provides for the issuance of debt securities in the international capital markets. In September 2011, the EMTN Issuers renewed the EMTN program for a one year period. The maximum aggregate principal amount authorized under the EMTN Program to be outstanding at any time is €50.0 billion, or the equivalent in other currencies, of which €35.4 billion was available for issuance at April 30, 2012. The authorized amount is shared among all EMTN Issuers. The authorized aggregate principal amount under the EMTN program may be increased from time to time. Debt securities issued under the EMTN program are issued pursuant to the terms of an agency agreement. Certain debt securities issued under the EMTN program are subject to negative pledge provisions. Debt securities issued under our EMTN program prior to October 2007 are also subject to cross-default provisions. We are in compliance with these covenants.
In addition, we may issue other debt securities or enter into other unsecured financing arrangements through the global capital markets.
Secured Notes and Loans Payable
Overview
Asset-backed securitization of our earning asset portfolio provides us with an alternative source of funding. Our securitization program includes the following types of transactions backed by retail finance receivables: 1) public term securitization, 2) amortizing asset-backed commercial paper conduits and 3) revolving asset-backed commercial paper conduits. We will continue to evaluate the market for asset-backed securities in considering our funding strategies in the future, including securitizations involving vehicles leases, as described below.
The securitization transactions discussed above involve the transfer of discrete pools of auto retail installment sale contracts to bankruptcy-remote special purpose entities. These bankruptcy-remote entities are used in an effort to ensure that the securitized assets are isolated from the claims of creditors of TMCC and that the cash flows from the auto retail installment sale contracts are available solely for the benefit of the investors. Investors in asset-backed securities do not have recourse to our other assets, and neither TMCC nor our affiliates guarantee the obligations issued by any securitization trusts. We are not required to repurchase receivables from the trusts that become delinquent or default after securitization. As seller and servicer of the receivables, we are required to repurchase receivables that are subsequently discovered not to have met specified eligibility requirements. This repurchase obligation is customary in securitization transactions.
We service the securitized receivables in accordance with our customary servicing practices and procedures. Our servicing duties include collecting payments on receivables and submitting them to a trustee for distribution to security holders and other interest holders. We prepare monthly servicer certificates on the performance of the receivables, including collections, investor distributions, delinquencies, and credit losses. We also perform administrative services for the trusts.
Our use of special purpose entities in securitizations is consistent with conventional practice in the securitization market. None of our officers, directors, or employees hold any equity interests or receive any direct or indirect compensation from our special purpose entities. These entities do not own our stock or the stock of any of our affiliates. Each special purpose entity has a limited purpose and generally is permitted only to purchase assets, issue asset-backed securities, and make payments to the security holders, other interest holders and certain service providers as required under the terms of the transactions.
Our securitizations are structured to provide credit enhancement to reduce the risk of loss to security holders and other interest holders in the asset-backed securities. Credit enhancement may include some or all of the following:
·
Overcollateralization: The principal of the securitized assets that exceeds the principal amount of the related secured debt.
·
Excess spread: The expected interest collections on the securitized assets that exceed the expected fees and expenses of the special purpose entity, including the interest payable on the debt and net of swap settlements, if any.
·
Cash reserve funds: A portion of the proceeds from the issuance of asset-backed securities may be held by the securitization trust in a segregated reserve fund and may be used to pay principal and interest to security holders and other interest holders if collections on the underlying receivables are insufficient.
·
Yield supplement arrangements: Additional overcollateralization may be provided to supplement the future contractual interest payments from pledged receivables with relatively low contractual interest rates.
·
Subordinated notes: The subordination of principal and interest payments on subordinated notes provides additional credit enhancement to holders of senior notes.
In addition to the credit enhancement described above, we may enter into interest rate swaps with special purpose entities that issue variable rate debt. Under the terms of these swaps, the securitization trusts are obligated to pay TMCC a fixed rate of interest on payment dates in exchange for receiving a floating rate of interest on notional amounts equal to the outstanding balance of the secured debt. This arrangement enables the securitization trusts to mitigate the interest rate risk inherent in issuing variable rate debt that is secured by fixed rate retail finance receivables.
The transfer of the receivables to special purpose entities is considered a sale for legal purposes. However, the securitized assets and the related debt remain on our Consolidated Balance Sheet. We recognize financing revenue on the pledged receivables and interest expense on the secured debt issued by the securitization trusts. We also maintain an allowance for credit losses on the pledged receivables to cover estimated probable credit losses using a methodology consistent with that used for our non-securitized retail receivable portfolio. The interest rate swaps between TMCC and the special purpose entities are considered intercompany transactions and therefore are eliminated in our consolidated financial statements.
We maintain a shelf registration statement with the SEC to provide for the issuance of securities backed by retail finance receivables in the U.S. capital markets. Funding obtained from our public term securitization transactions is repaid as the underlying finance receivables amortize. In addition, we retained certain securities from these transactions and may sell them at any time.
As described above, we continue to evaluate alternative funding strategies. We have filed a shelf registration statement with the SEC to provide for the issuance of securities backed by certificates, each representing special undivided beneficial interests in a pool of vehicle leases and the related leased vehicles. The registration statement became effective in October 2011. As of March 31, 2012 we had not yet executed any lease securitization transactions under this registration statement.
At or prior to the time of a lease securitization transaction, certain vehicle leases and related leased vehicles will have been assigned, directly or indirectly, by motor vehicle dealers to the Titling Trust. See “Item 1. Business - Finance Operations - Retail and Lease Financing - Servicing.” At the time of a lease securitization transaction, certain of such vehicle leases and related leased vehicles owned by the Titling Trust will be allocated to a special unit of beneficial interest created by the Titling Trust. The special unit of beneficial interest will be represented by a certificate that will be transferred to bankruptcy-remote special purpose entities. As is the case with our public securitizations of retail finance receivables, the special purpose entities will be structured to ensure that the securitized assets are isolated from the claims of creditors of TMCC and that the cash flows from the auto leases and related leased vehicles will be available solely for the benefit of the investors. Much like our public securitizations of retail finance receivables, the investors in asset-backed securities issued in lease securitization transactions will not have recourse to our other assets, and neither TMCC nor its affiliates will guarantee the obligations issued by any lease securitization trust. Our repurchase obligations in respect of securitized leases are generally similar to those in respect of securitized retail finance receivables, except that, for any securitized lease in respect of which it is determined that TMCC breached certain related representations, warranties or covenants, we will be required to make a payment generally equal to the present value of the lease payments and related leased vehicle residual value, which payment will have the effect of reallocating the lease and related leased vehicle to a special unit of beneficial interest owned by us. This repurchase obligation is customary in lease securitization transactions.
The following are asset backed transactions that we have executed.
Public Term Securitization
We regularly sponsor public securitization trusts that issue securities backed by retail finance receivables, including registered securities that we retain. None of these securities have defaulted, experienced any events of default or failed to pay principal in full at maturity. We completed our first public term securitization in 1993.
Amortizing Asset-backed Commercial Paper Conduits
We have executed private securitization transactions of retail finance receivables with bank-sponsored multi-seller asset-backed conduits. During fiscal 2012, these transactions provided us with approximately $4.2 billion in funding which will be repaid as the underlying finance receivables amortize. Subsequent to March 31, 2012 we executed a private securitization of vehicle leases that provided approximately $500 million in funding.
Liquidity Facilities and Letters of Credit
For additional liquidity purposes, we maintain syndicated credit facilities with certain banks.
364 Day Credit Agreement, Three Year Credit Agreement and Five Year Credit Agreement
In March 2011, TMCC, its subsidiary Toyota Credit de Puerto Rico Corp. (“TCPR”), and other Toyota affiliates entered into a $5.0 billion 364 day syndicated bank credit facility pursuant to a 364 Day Credit Agreement, a $5.0 billion three year syndicated bank credit facility pursuant to a Three Year Credit Agreement expiring in fiscal 2014, and a $3.0 billion five year syndicated bank credit facility pursuant to a Five Year Credit Agreement expiring in fiscal 2016. In February 2012, the 364 Day Credit Agreement was renewed for an additional 364 days. Additionally, in March 2012, $4.3 billion of the original $5.0 billion under the Three Year Credit Agreement was extended for one additional year through fiscal 2015, and $2.6 billion of the original $3.0 billion under the Five Year Credit Agreement was extended for one additional year through fiscal 2017.
The ability to make draws is subject to covenants and conditions customary in transactions of this nature, including negative pledge provisions, cross-default provisions and limitations on consolidations, mergers and sales of assets. These agreements may be used for general corporate purposes and none were drawn upon as of March 31, 2012 and March 31, 2011.
Committed Revolving Asset-backed Commercial Paper Facility
In January 2012, we renewed a 364 day revolving securitization facility with certain bank-sponsored asset-backed commercial paper conduits and other financial institutions (“funding agents”). Under the terms of this facility, the funding agents are contractually committed, at our option, to purchase eligible retail finance receivables from us and make advances up to a facility limit of $3.0 billion. Prior to the renewal, the facility limit was $4.0 billion. This revolving facility allows us to obtain term funding up to the renewal date. Any portion of the facility that is not renewed is repaid as the underlying assets amortize. As of March 31, 2012, approximately $2.4 billion of this facility was utilized, including $378 million utilized during fiscal 2012. We may obtain additional funding as we pay down the outstanding debt in conjunction with the amortization of transferred receivables, subject to having a sufficient amount of eligible receivables. Our utilization and renewal strategies are driven by economic considerations as well as our funding and liquidity needs.
Other Credit Agreements
TMCC has entered into additional bank credit facilities. As of March 31, 2012, TMCC has committed bank credit facilities of $1.5 billion that mature in fiscal 2013 and $650 million that mature in fiscal 2014. An uncommitted bank credit facility in the amount of $500 million matures in fiscal 2013. These agreements contain covenants and conditions customary in transactions of this nature, including negative pledge provisions, cross-default provisions and limitations on consolidations, mergers and sales of assets. These credit facilities were not drawn upon as of March 31, 2012 and March 31, 2011.
We are in compliance with the covenants and conditions of the credit agreements described above.
Credit Support Agreements
Under the terms of a credit support agreement between TMC and TFSC, TMC has agreed to:
·
maintain 100 percent ownership of TFSC;
·
cause TFSC and its subsidiaries to have a tangible net worth (the aggregate amount of issued capital, capital surplus and retained earnings less any tangible assets) of at least JPY 10 million, equivalent to $120,671 at March 31, 2012; and
·
make sufficient funds available to TFSC so that TFSC will be able to (i) service the obligations arising out of its own bonds, debentures, notes and other investment securities and commercial paper and (ii) honor its obligations incurred as a result of guarantees or credit support agreements that it has extended (collectively, “Securities”).
The agreement is not a guarantee by TMC of any securities or obligations of TFSC. TMC’s obligations under the credit support agreement rank pari passu with TMC’s senior unsecured debt obligations. Either party may terminate the agreement upon 30 days written notice to the other party. However, such termination cannot take effect until or unless (1) all Securities issued on or prior to the date of the termination notice have been repaid or (2) each rating agency that, upon the request of TMC or TFSC, has issued a rating in respect of TFSC or any Securities has confirmed to TFSC that the debt ratings of all such Securities will be unaffected by such termination. In addition, with certain exceptions, the agreement may be modified only by the written agreement of TMC and TFSC, and no modification or amendment can have any adverse effect upon any holder of any Securities outstanding at the time of such modification or amendment. The agreement is governed by, and construed in accordance with, the laws of Japan.
Under the terms of a similar credit support agreement between TFSC and TMCC, TFSC has agreed to:
·
maintain 100 percent ownership of TMCC;
·
cause TMCC and its subsidiaries to have a tangible net worth (the aggregate amount of issued capital, capital surplus and retained earnings less any tangible assets) of at least $100,000; and
·
make sufficient funds available to TMCC so that TMCC will be able to service the obligations arising out of its own bonds, debentures, notes and other investment securities and commercial paper (collectively, “TMCC Securities”).
The agreement is not a guarantee by TFSC of any TMCC Securities or other obligations of TMCC. The agreement contains termination and modification provisions that are similar to those in the agreement between TMC and TFSC as described above. The agreement is governed by, and construed in accordance with, the laws of Japan. TMCC Securities do not include the securities issued by securitization trusts in connection with TMCC’s securitization programs or any indebtedness under TMCC’s credit facilities or term loan agreements.
Holders of TMCC Securities have the right to claim directly against TFSC and TMC to perform their respective obligations under the credit support agreements by making a written claim together with a declaration to the effect that the holder will have recourse to the rights given under the credit support agreements. If TFSC and/or TMC receives such a claim from any holder of TMCC Securities, TFSC and/or TMC shall indemnify, without any further action or formality, the holder against any loss or damage resulting from the failure of TFSC and/or TMC to perform any of their respective obligations under the credit support agreements. The holder of TMCC Securities who made the claim may then enforce the indemnity directly against TFSC and/or TMC.
In addition, TMCC and TFSC are parties to a credit support fee agreement which requires TMCC to pay to TFSC a fee which is based upon the weighted average outstanding amount of TMCC Securities entitled to credit support.
TCPR is the beneficiary of a credit support agreement with TFSC containing the same provisions as the credit support agreement between TFSC and TMCC but pertaining to TCPR bonds, debentures, notes and other investment securities and commercial paper (collectively, “TCPR Securities”). Holders of TCPR Securities have the right to claim directly against TFSC and TMC to perform their respective obligations as described above. This agreement is not a guarantee by TFSC of any securities or other obligations of TCPR. TCPR has agreed to pay TFSC a fee which is based upon the weighted average outstanding amount of TCPR Securities entitled to credit support.
DERIVATIVE INSTRUMENTS
Risk Management Strategy
We use derivatives as part of our risk management strategy to hedge against changes in interest rate and foreign currency risks. We manage these risks by entering into derivative transactions with the intent to minimize fluctuations in earnings, cash flows and fair value adjustments of assets and liabilities caused by market volatility. We enter into derivatives for risk management purposes only, and our use of derivatives is limited to the management of interest rate and foreign currency risks.
Our derivative activities are authorized and monitored by our Asset-Liability Committee (“ALCO”), which provides a framework for financial controls and governance to manage market risks. We use internal models for analyzing and incorporating data from internal and external sources in developing various hedging strategies. We incorporate the resulting hedging strategies into our overall risk management strategies.
Our approach to asset-liability management involves hedging our risk exposures so that changes in interest rates have a limited effect on our net interest margin and cash flows. Our liabilities consist mainly of fixed and floating rate debt, denominated in various currencies, which we issue in the global capital markets, while our assets consist primarily of U.S. dollar denominated, fixed rate receivables. We enter into interest rate swaps and foreign currency swaps to hedge the interest rate and foreign currency risks that result from the different characteristics of our assets and liabilities. Our resulting asset liability profile is consistent with the overall risk management strategy directed by the Asset-Liability Committee. Gains and losses on these derivatives are recorded in interest expense.
Accounting for Derivative Instruments
All derivative instruments are recorded on the balance sheet at fair value, taking into consideration the effects of legally enforceable master netting agreements that allow us to net settle positive and negative positions and offset cash collateral held with the same counterparty on a net basis. Changes in the fair value of derivatives are recorded in interest expense in the Consolidated Statement of Income.
We categorize derivatives as those designated for hedge accounting (“hedge accounting derivatives”) and those that are not designated for hedge accounting (“non-hedge accounting derivatives”). At the inception of a derivative contract, we may elect to designate a derivative as a hedge accounting derivative.
We may also, from time-to-time, issue debt which can be characterized as hybrid financial instruments. These obligations often contain an embedded derivative which may require bifurcation. Changes in the fair value of the bifurcated embedded derivative are reported in interest expense in the Consolidated Statement of Income. Refer to Note 1 - Summary of Significant Accounting Policies and Note 7 -Derivatives, Hedging Activities and Interest Expense of the Notes to the Consolidated Financial Statements for additional information.
Derivative Assets and Liabilities
The following table summarizes our derivative assets and liabilities, which are included in other assets and other liabilities in the Consolidated Balance Sheet:
Certain prior period amounts have been reclassified to conform to the current period presentation.
Collateral represents cash received or deposited under reciprocal arrangements that we have entered into with our derivative counterparties. As of March 31, 2012, we held collateral of $1,748 million and posted collateral of $196 million. As of March 31, 2011, we held collateral of $2,567 million and posted collateral of $4 million.
The decrease in net derivative assets as of March 31, 2012 compared to March 31, 2011, is primarily the result of the maturity of certain derivatives which were in a net asset position and our transition to collateral agreements which require daily transfers with a zero threshold. Refer to the “Counterparty Credit Risk” section for more details.
OFF-BALANCE-SHEET ARRANGEMENTS
Guarantees
TMCC has guaranteed the payments of principal and interest with respect to the bonds of manufacturing facilities of certain affiliates. TMCC would be required to perform under the guarantees in the event of non-payment on the bonds and other related obligations. TMCC is entitled to reimbursement by the affiliates for any amounts paid. TMCC receives an annual fee of $78 thousand for guaranteeing such payments. Other than this fee, there are no corresponding expenses or cash flows arising from our guarantees. The nature, business purpose, and amounts of these guarantees are described in Note 14 - Commitments and Contingencies of the Notes to Consolidated Financial Statements.
Lending Commitments
We extend term loans and revolving lines of credit to vehicle and industrial equipment dealers for business acquisitions, facilities refurbishment, real estate purchases, and working capital requirements. These loans are typically secured with liens on real estate, vehicle inventory, and/or other dealership assets, as appropriate, and usually are guaranteed by the personal or corporate guarantees of the dealer principals or dealerships. We also provide financing to various multi-franchise dealer organizations, often as part of a lending consortium, for wholesale, working capital, real estate, and business acquisitions. These loans are typically collateralized with liens on real estate, vehicle inventory, and/or other dealership assets, as appropriate. We obtain a personal guarantee from the vehicle or industrial equipment dealer or corporate guarantee from the dealership when deemed prudent. Although the loans are typically collateralized or guaranteed, the value of the underlying collateral or guarantees may not be sufficient to cover our exposure under such agreements. We price the credit facilities according to the risks assumed in entering into the credit facility and competitive factors. Approximately one percent of these lending commitments at March 31, 2012 is unsecured. In addition, at March 31, 2012 and 2011, respectively, we had $10.3 billion and $9.4 billion of wholesale financing demand note facilities not considered to be commitments. We have also extended credit facilities to affiliates as described in Note 14 - Commitments and Contingencies of the Notes to Consolidated Financial Statements.
Indemnification
Refer to Note 14 - Commitments and Contingencies of the Notes to Consolidated Financial Statements for a description of agreements containing indemnification provisions. We have not made any material payments in the past as a result of these provisions, and as of March 31, 2012, we determined that it is not probable that we will be required to make any material payments in the future. As of March 31, 2012 and 2011, no amounts have been recorded under these indemnification provisions.
CONTRACTUAL OBLIGATIONS AND CREDIT-RELATED COMMITMENTS
We have certain obligations to make future payments under contracts and credit-related financial instruments and commitments. Aggregate contractual obligations and credit-related commitments in existence at March 31, 2012 are summarized as follows (dollars in millions):
Debt reflects the remaining principal obligation. Foreign currency debt principal is based on current exchange rates as of March 31, 2012. Excludes unamortized premium/discount of $302 million and fair value adjustments of $783 million. Includes an adjustment of $412 million to present principal amounts for foreign currency debt in fair value hedging relationships at current exchange rates.
Interest payments for debt and swap agreements payable in foreign currencies or based on variable interest rates are estimated using the applicable current rates as of March 31, 2012.
Lending commitments represent term loans and revolving lines of credit we extended to vehicle and industrial equipment dealers and affiliates. Of the amount shown above, $5.8 billion was outstanding as of March 31, 2012. The amount shown above excludes $10.3 billion of wholesale financing lines not considered to be contractual commitments at March 31, 2012, of which $6.6 billion was outstanding at March 31, 2012. The above lending commitments have various expiration dates.
Purchase obligations represent fixed or minimum payment obligations under supplier contracts. The amounts included herein represent the minimum contractual obligations in certain situations; however, actual amounts incurred may be substantially higher depending on the particular circumstance, including in the case of information technology contracts, the amount of usage once we have implemented it. Contracts that do not specify fixed payments or provide for a minimum payment are not included. Certain contracts noted herein contain voluntary provisions under which the contract may be terminated for a specified fee, ranging up to $5.6 million, depending upon the contract.
NEW ACCOUNTING GUIDANCE
Refer to Note 1 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements.
CRITICAL ACCOUNTING ESTIMATES
We have identified the estimates below as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these estimates on business operations are discussed throughout this report where such estimates affect reported and expected financial results. The evaluation of the factors used in determining each of our critical accounting estimates involves significant assumptions, complex analysis, and management judgment. Changes in the evaluation of these factors may significantly impact the consolidated financial statements. Different assumptions or changes in economic circumstances could result in additional changes to the determination of the allowance for credit losses, the determination of residual values, the valuation of our derivative instruments, and our results of operations and financial condition. Our other significant accounting policies are discussed in Note 1 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements.
Determination of Residual Values
The determination of residual values on our lease portfolio involves estimating end-of-term market values of leased vehicles and industrial equipment. Establishing these estimates involves various assumptions, complex analysis, and management judgment. Actual losses incurred at lease termination could be significantly different from expected losses. Substantially all of our residual value risk relates to our vehicle lease portfolio. For further discussion of the accounting treatment of residual values on our lease earning assets, refer to Note 1 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements.
Nature of Estimates and Assumptions Required
Residual values are estimated at lease inception by examining external industry data, the anticipated Toyota and Lexus product pipeline and our own experience. Factors considered in this evaluation include, but are not limited to, local, regional and national economic forecasts, new vehicle pricing, new vehicle incentive programs, new vehicle sales, future plans for new Toyota and Lexus product introductions, competitor actions and behavior, product attributes of popular vehicles, the mix of used vehicle supply, the level of current used vehicle values, the actual or perceived quality, safety or reliability of Toyota and Lexus vehicles, buying and leasing behavior trends, and fuel prices. We periodically review the estimated end-of-term market values of leased vehicles to assess the appropriateness of their carrying values. To the extent the estimated end-of-term market value of a leased vehicle is lower than the residual value established at lease inception, the residual value of the leased vehicle is adjusted downward so that the carrying value at lease end will approximate the estimated end-of-term market value. Factors affecting the estimated end-of-term market value are similar to those considered in the evaluation of residual values at lease inception. These factors are evaluated in the context of their historical trends to anticipate potential changes in the relationship among those factors in the future. For operating leases, adjustments are made on a straight-line basis over the remaining terms of the leases and are included in depreciation on operating leases in the Consolidated Statement of Income. For direct finance leases, adjustments are made at the time of assessment and are recorded as a reduction of direct finance lease revenues which is included under our retail revenues in the Consolidated Statement of Income.
Sensitivity Analysis
Estimated return rates and end-of-term market values represent two of the key assumptions involved in determining the amount and timing of depreciation expense to be recorded in the Consolidated Statement of Income.
The vehicle lease return rate represents the number of end-of-term leased vehicles returned to us for sale as a percentage of lease contracts that were originally scheduled to mature in the same period less certain qualified early terminations. When the market value of a leased vehicle at contract maturity is less than its contractual residual value (i.e., the price at which the lease customer may purchase the leased vehicle), there is a higher probability that the vehicle will be returned to us. In addition, a higher market supply of certain models of used vehicles generally results in a lower relative level of demand for those vehicles, resulting in a higher probability that the vehicle will be returned to us. A higher rate of vehicle returns exposes us to greater risk of loss at lease termination. At March 31, 2012, holding other estimates constant, if the return rate for our existing portfolio of leased vehicles were to increase by one percentage point from our present estimates, the effect would be to increase depreciation on these vehicles by approximately $15 million. This increase in depreciation would be charged to depreciation on operating leases in the Consolidated Statement of Income on a straight-line basis over the remaining terms of the operating leases.
End-of-term market values determine the amount of loss severity at lease maturity. Loss severity is the extent to which the end-of-term market value of a leased vehicle is less than the estimated residual value. We may incur losses to the extent the end-of-term market value of a leased vehicle is less than the estimated residual value. At March 31, 2012, holding other estimates constant, if end-of-term market values for returned units of leased vehicles were to decrease by one percent from our present estimates, the effect would be to increase depreciation on these vehicles by approximately $53 million. This increase in depreciation would be charged to depreciation on operating leases in the Consolidated Statement of Income on a straight-line basis over the remaining terms of the operating leases.
Determination of the Allowance for Credit Losses
We maintain an allowance for credit losses to cover probable and estimable losses as of the balance sheet date on our earning assets resulting from the failure of customers or dealers to make required payments. The level of credit losses is influenced by two factors: default frequency and loss severity. For evaluation purposes, exposures to credit losses are segmented into the two primary categories of “consumer” and “dealer”. Our consumer portfolio is further segmented into retail finance receivables and lease earning assets, both of which are characterized by smaller contract balances than our dealer portfolio and homogenous populations. Our dealer portfolio consists of loans related to dealer financing. The overall allowance is evaluated at least quarterly, considering a variety of assumptions and factors to determine whether reserves are considered adequate to cover probable and estimable losses as of the balance sheet date. For further discussion of the accounting treatment of our allowance for credit losses, refer to Note 1 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements.
Nature of Estimates and Assumptions Required
The evaluation of the appropriateness of the allowance for credit losses and our exposure to credit losses involves estimates and requires significant judgment.
Consumer Portfolio
The consumer portfolio is evaluated using methodologies such as roll rate, credit risk grade/tier, and vintage analysis. We review and analyze external factors, such as changes in economic conditions, actual or perceived quality, safety and reliability of Toyota and Lexus vehicles, unemployment levels, the used vehicle market, and consumer behavior. In addition, internal factors, such as purchase quality mix and operational changes are considered in the review. The majority of our credit losses are related to our consumer portfolio.
Dealer Portfolio
The dealer portfolio is evaluated by first aggregating dealer financing receivables into loan-risk pools, which are determined based on the risk characteristics of the loan (e.g. secured by either vehicles and industrial equipment, real estate or dealership assets, or unsecured). The dealer pools are then analyzed using an internally developed risk rating. In addition, field operations management and our special assets group are consulted each quarter to determine if any specific dealer loan is considered impaired. If impaired loans are identified, specific reserves are established as appropriate, and the loan is removed from the loan-risk pool for separate monitoring.
Sensitivity Analysis
The assumptions used in evaluating our exposure to credit losses involve estimates and significant judgment. The expected loss severity and default frequency on the vehicle retail and lease portfolios represent two of the key assumptions involved in determining the allowance for credit losses. Holding other estimates constant, a 10 percent increase or decrease in either the estimated loss severity or the estimated default frequency on the vehicle retail installment sales and lease portfolios would have resulted in a change in the allowance for credit losses of $50 million as of March 31, 2012.
Derivative Instruments
We manage our exposure to market risks such as interest rate and foreign currency risks with derivative instruments. These instruments include interest rate swaps, foreign currency swaps, and interest rate caps. Our use of derivatives is limited to the management of interest rate and foreign currency risks. For further discussion of the accounting treatment of our derivatives, refer to Note 1 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements.
Nature of Estimates and Assumptions Required
We determine the application of derivatives accounting through the identification of hedging instruments, hedged items, and the nature of the risk being hedged, as well as the methodology used to assess the hedging instrument's effectiveness. The fair values of our over-the-counter derivative assets and liabilities are determined using quantitative models that require the use of multiple market inputs including interest and foreign exchange rates, prices and indices to generate yield or pricing curves and volatility factors, which are used to value the position. Market inputs are validated through external sources, including brokers, market transactions and third-party pricing services. Estimation risk is greater for derivative asset and liability positions that are either option-based or have longer maturity dates where observable market inputs are less readily available or are unobservable, in which case quantitative based extrapolations of rate, price or index scenarios are used in determining fair values.
Fair Value of Financial Instruments
A portion of our assets and liabilities is carried at fair value, including cash equivalents, available-for-sale securities and derivatives.
Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon internally developed models that primarily use as inputs market-based or independently sourced market parameters. We ensure that all applicable inputs are appropriately calibrated to market data, including but not limited to yield curves, interest rates, and foreign exchange rates. In addition to market information, models also incorporate transaction details, such as maturity. Fair value adjustments, including credit (counterparties and TMCC), liquidity, and input parameter uncertainty are included, as appropriate, to the model value to arrive at a fair value measurement.
During fiscal 2012, no material changes were made to the valuation models. For a description of the assets and liabilities carried at fair value and the controls over valuation, refer to Note 2 - Fair Value Measurements of the Notes to the Consolidated Financial Statements.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK
Market risk is the sensitivity of our financial instruments to changes in market prices, interest and foreign exchange rates. Market risk is inherent in the financial instruments associated with our operations, including debt, cash equivalents, available-for-sale securities, finance receivables and derivatives. Our business and global capital market activities give rise to market sensitive assets and liabilities.
ALCO is responsible for the execution of our market risk management strategies and their activities are governed by written policies and procedures. The principal objective of asset and liability management is to manage the sensitivity of net interest margin to changing interest rates. When evaluating risk management strategies, we consider a variety of factors, including, but not limited to, management’s risk tolerance, market conditions and portfolio composition.
We manage our exposure to certain market risks through our regular operating and financing activities and when deemed appropriate, through the use of derivative instruments. These instruments are used to manage underlying exposures; we do not use derivatives for trading, market making or speculative purposes. Refer to “Derivative Instruments” within Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for information on risk management strategies, corporate governance and derivatives usage.
Interest Rate Risk
Interest rate risk can result from timing differences in the maturity or re-pricing of assets and liabilities. Changes in the level and volatility of market interest rate curves also create interest rate risk as the re-pricing of assets and liabilities are a function of implied forward interest rates. We are also exposed to basis risk, which is the difference in re-pricing characteristics of two floating rate indices.
We use sensitivity simulations to assess and manage interest rate risk. Our simulations allow us to analyze the sensitivity of our existing portfolio as well as the expected sensitivity of our new business. We measure the potential volatility in our net interest cash flows and manage our interest rate risk by assessing the dollar impact given a 100 basis point increase or decrease in the implied yield curve. ALCO reviews the amount at risk and prescribes steps, if needed, to mitigate our exposure.
Sensitivity Model Assumptions
Interest rate scenarios were derived from implied forward curves based on market expectations. Internal and external data sources were used for the reinvestment of maturing assets, refinancing of maturing debt and replacement of maturing derivatives. The prepayment of retail and lease receivables was based on our historical experience and attrition projections, voluntary or involuntary. We monitor our balance sheet positions, economic trends and market conditions, internal forecasts and expected business growth in an effort to maintain the reasonableness of the sensitivity model.
The table below reflects the potential 12-month change in pre-tax cash flows based on hypothetical movements in future market interest rates. The sensitivity analysis assumes instantaneous, parallel shifts in interest rate yield curves. These interest rate scenarios do not represent management’s view of future interest rate movements. In reality, interest rates are rarely instantaneous or parallel and rates could move more or less than the rate scenarios reflected in the table below. In situations where existing interest rates are below one percent, the assumption of a 100 basis point decrease in interest rates is subject to a floor of zero percent.
Our net interest cash flow sensitivity results show a slightly asset sensitive position at both March 31, 2012 and March 31, 2011. We regularly assess the viability of our business and hedging strategies to reduce unacceptable risks to earnings and implement such strategies to protect our net interest margins from the potential negative effects of changes in interest rates. We have established risk limits to monitor and control our exposures. Our current exposure is considered within tolerable limits.
Foreign currency risk
Foreign currency risk represents exposure to changes in the values of our current holdings and future cash flows denominated in other currencies. To meet our funding objectives, we issue fixed and floating rate debt denominated in a number of different currencies. Our policy is to minimize exposures to changes in foreign exchange rates. Currency exposure related to foreign currency debt is hedged at issuance through the execution of foreign currency swaps which effectively convert our obligations on foreign denominated debt into U.S. dollar denominated 3-month LIBOR based payments. As a result, our economic exposure to foreign currency risk is minimized.
Our debt is accounted for at amortized cost in our Consolidated Balance Sheet. We may elect to designate our debt in hedge accounting relationships for changes in interest rate risk, foreign currency risk or both. If our debt is hedged in a fair value hedge accounting relationship, we adjust the carrying value of our debt to reflect changes in the fair value attributable to interest and foreign currency risks with an offsetting amount recorded in interest expense in the Consolidated Statement of Income. If the debt is not in a hedge accounting relationship, the debt is translated into U.S. dollars using the applicable exchange rate at the transaction date and retranslated at each balance sheet date using the exchange rate in effect at that date. Additionally, we also recognize changes in the fair value of derivatives designated as hedges in interest expense in the Consolidated Statement of Income.
Certain fixed income mutual funds in our investment securities portfolio are exposed to foreign currency risk. The funds may invest directly in foreign currencies, in securities that trade in and receive revenues in foreign currencies, or in financial derivatives that provide exposure to foreign currencies. The funds may also enter into foreign currency derivative contracts to hedge the currency exposure associated with some or all of the fund’s securities. The market value of these holdings is translated into U.S. dollars based on the current exchange rates each business day. The effect of changes in foreign currency on our portfolio is reflected in the net asset value of the fund.
Derivative Counterparty Credit Risk
We manage derivative counterparty credit risk by maintaining policies for entering into derivative contracts, exercising our rights under our derivative contracts, requiring the posting of collateral and actively monitoring our exposure to counterparties.
All of our derivatives counterparties to which we had credit exposure at March 31, 2012 were assigned investment grade ratings by a credit rating organization. In addition, we require counterparties that are or become rated BBB+ or lower to fully collateralize their net derivative exposures with us. Our counterparty credit risk could be adversely affected by deterioration of the global economy and financial distress in the banking industry.
Our International Swaps and Derivatives Association (“ISDA”) Master Agreements contain reciprocal collateral arrangements which help mitigate our exposure to the credit risk associated with our counterparties. We perform valuations of our position with each counterparty and transfer cash collateral on either a monthly or daily basis depending on the counterparty. During fiscal 2012 we implemented daily valuation and collateral exchange arrangements with a majority of our counterparties on a zero threshold fully-collateralized basis. For the remaining counterparties with monthly exchanges, our agreements require transfer of cash collateral in excess of a specified threshold if the market value of either counterparty’s net derivatives position exceeds a specified ratings-based threshold. In addition, if either party, in its reasonable opinion, believes there has been a material decline in the creditworthiness of its counterparty, it can call for more frequent collateral transfers. For all counterparties with whom we exchange collateral daily, the threshold for collateral transfers is zero, which significantly reduces counterparty credit risk exposure. Under our ISDA Master Agreements, cash is the only permissible form of collateral. Neither we nor our counterparties are required to hold collateral in a segregated account. Our collateral arrangements include legal right of offset provisions, pursuant to which collateral amounts are netted against derivative assets or derivative liabilities, which are included in other assets or other liabilities in our Consolidated Balance Sheet.
In addition, many of our ISDA Master Agreements contain reciprocal ratings triggers providing either party with an option to terminate the agreement and related transactions at market value in the event of a ratings downgrade below a specified threshold. Refer to “Part I. Item 1A. Risk Factors” for further discussion.
A summary of our net counterparty credit exposure by credit rating (net of collateral held) is presented below (dollars in millions):
Amounts exclude counterparty credit valuation adjustments of $3 million and $12 million at March 31, 2012 and March 31, 2011, respectively.
The decrease in net counterparty credit exposure is the result of the implementation of zero threshold daily valuation and collateral exchange arrangements during fiscal 2012 for the majority of our counterparties. At March 31, 2012, we recorded a credit valuation adjustment of $3 million related to non-performance risk of our counterparties. All derivative credit valuation adjustments are recorded in interest expense in our Consolidated Statement of Income. Refer to “Note 2 - Fair Value Measurements” of the Notes to the Consolidated Financial Statements for further discussion.
Issuer Credit Risk
Issuer credit risk represents exposures to changes in the creditworthiness of individual issuers or groups of issuers. Changes in economic conditions may expose us to issuer credit risk where the value of an asset may be adversely impacted by changes in the levels of credit spreads, by credit migration, or by defaults.
The following tables summarize our fixed income holding distribution as of March 31, 2012 and 2011 by market value and credit rating (dollars in millions):
Equity Price Risk
We are exposed to equity price risk related to equity investments included in our investment portfolio. These investments, classified as available-for-sale in our Consolidated Balance Sheet, consist of passively managed mutual funds that are designed to track the performance of major equity market indices. Fair market values of the equity investments are determined using a net asset value that is quoted in an active market.
A summary of the unrealized gains and losses on equity investments assuming a 10 percent and 15 percent adverse change in market prices is presented below. Unrealized gains and losses are included in other comprehensive income in the Consolidated Statement of Shareholder’s Equity (dollars in millions):
These hypothetical scenarios, derived from historical market price fluctuations, represent an estimate of reasonably possible net losses and are not necessarily indicative of actual results that may occur. Additionally, the hypothetical scenarios do not represent the maximum possible loss or any expected loss that may occur, since actual future gains and losses will differ from estimates.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholder of
Toyota Motor Credit Corporation:
In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income, shareholder’s equity and cash flows present fairly, in all material respects, the financial position of Toyota Motor Credit Corporation and its subsidiaries (the “Company”) at March 31, 2012 and March 31, 2011, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2012 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
/S/ PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
June 6, 2012
The following table presents the assets and liabilities of our consolidated variable interest entities. The assets of the variable interest entities can only be used to settle obligations of the consolidated variable interest entities, and the creditors (or beneficial interest holders) do not have recourse to our general credit. These assets and liabilities are included in the consolidated balance sheet above.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies
Nature of Operations
Toyota Motor Credit Corporation was incorporated in California in 1982 and commenced operations in 1983. References herein to “TMCC” denote Toyota Motor Credit Corporation, and references herein to “we”, “our”, and “us” denote Toyota Motor Credit Corporation and its consolidated subsidiaries. We are wholly-owned by Toyota Financial Services Americas Corporation (“TFSA”), a California corporation, which is a wholly-owned subsidiary of Toyota Financial Services Corporation (“TFSC”), a Japanese corporation. TFSC, in turn, is a wholly-owned subsidiary of Toyota Motor Corporation (“TMC”), a Japanese corporation. TFSC manages TMC’s worldwide financial services operations. TMCC is marketed under the brands of Toyota Financial Services and Lexus Financial Services.
We provide a variety of finance and insurance products to authorized Toyota and Lexus vehicle dealers or dealer groups and, to a lesser extent, other domestic and import franchise dealers (collectively referred to as “vehicle dealers”) and their customers in the United States (excluding Hawaii) (the “U.S.”) including Puerto Rico. Our products fall primarily into the following product categories:
·
Finance - We acquire a broad range of retail finance products including retail installment sales contracts (or “retail contracts”) in the U.S. and Puerto Rico and leasing contracts accounted for as either direct finance leases or operating leases (or “lease contracts”) from vehicle and industrial equipment dealers in the U.S. We also provide dealer financing, including wholesale financing (also referred to as floorplan financing), term loans, revolving lines of credit and real estate financing to vehicle and industrial equipment dealers in the U.S. and Puerto Rico.
·
Insurance - Through Toyota Motor Insurance Services, Inc. (“TMIS”), a wholly-owned subsidiary, we provide marketing, underwriting, and claims administration related to covering certain risks of vehicle dealers and their customers. We also provide coverage and related administrative services to certain of our affiliates in the U.S.
Our business is substantially dependent upon the sale of Toyota and Lexus vehicles. Any extended reduction or suspension of vehicle production or sale of vehicles in the U.S. due to a decline in consumer demand, work stoppage, governmental action, negative publicity or other event, could have an adverse effect on the level of our financing volume, insurance volume, earning assets and revenues.
Our primary finance operations are located in the U.S. and Puerto Rico with earning assets principally sourced through Toyota and Lexus vehicle dealers. As of March 31, 2012, approximately 20 percent of vehicle retail contracts and lease assets were concentrated in California, 10 percent in Texas, 8 percent in New York, and 6 percent in New Jersey. Our insurance operations are located in the U.S. As of March 31, 2012, approximately 24 percent of insurance policies and contracts were concentrated in California, 8 percent in New York and 6 percent in New Jersey. Any material adverse changes to the economies or applicable laws in these states could have an adverse effect on our financial condition and results of operations.
Basis of Presentation
Our accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America.
Certain prior period amounts have been reclassified to conform to the current year presentation. Related party transactions presented in the Consolidated Financial Statements are disclosed in Note 15 - Related Party Transactions of the Notes to Consolidated Financial Statements.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
Principles of Consolidation
The consolidated financial statements include the accounts of TMCC, its wholly-owned subsidiaries and all variable interest entities (“VIE”) of which we are the primary beneficiary. All intercompany transactions and balances have been eliminated.
A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary of a VIE is the party with both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE.
To assess whether we have the power to direct the activities of a VIE that most significantly impact its economic performance, we consider all the facts and circumstances including our role in establishing the VIE and our ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the party that makes the most significant decisions affecting the VIE is determined to have the power to direct the activities of a VIE. To assess whether we have the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, we consider all of our economic interests, including debt and equity interests, servicing rights and fee arrangements, and any other variable interests in the VIE. If we determine that we are the party with the power to make the most significant decisions affecting the VIE, and we have a potentially significant interest in the VIE, then we consolidate the VIE.
We perform ongoing reassessments, usually quarterly, of whether we are the primary beneficiary of a VIE. The reassessment process considers whether we have acquired or divested the power to direct the activities of the VIE through changes in governing documents or other circumstances. We also reconsider whether entities previously determined not to be VIEs have become VIEs, based on certain events, and therefore are subject to the VIE consolidation framework.
Par Value
On April 1, 2010, the par value of our capital stock was changed from $10,000 per share to no par value.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
Revenue Recognition
Retail Contracts and Dealer Financing Revenues
Revenues associated with retail contracts and dealer financing are recognized so as to approximate a level rate of return over the contract term. Incremental direct costs incurred in connection with the acquisition of retail contracts and dealer financing receivables, including incentive and rate participation payments made to vehicle and industrial equipment dealers, are capitalized and amortized so as to approximate a level rate of return over the term of the related contracts. Payments received on affiliate sponsored special rate programs (“subvention”) are deferred and recognized to approximate a constant rate of return over the term of the related contracts.
Operating Lease Revenues
Investments in operating leases are recorded at cost and depreciated on a straight-line basis over the lease term to the estimated residual value. Operating lease revenue is recorded to income on a straight-line basis over the term of the lease. Incremental direct costs and fees paid or received in connection with the acquisition of operating leases, including incentive and rate participation payments made to vehicle and industrial equipment dealers and acquisition fees collected from customers, are capitalized or deferred and amortized on a straight-line basis over the term of the related contract. Payments received on subvention programs are deferred and recognized on a straight-line basis over the term of the related contracts. Operating lease revenue is recorded net of sales taxes collected from customers.
Direct Finance Lease Revenues
At lease inception, we record the aggregate future minimum lease payments, contractual residual value of the leased vehicle or industrial equipment, and unearned income. Revenue is recognized over the lease term to approximate a level rate of return on the outstanding net investment. Incremental direct costs and fees paid or received in connection with the acquisition of direct finance leases, including incentive and rate participation payments made to vehicle and industrial equipment dealers and acquisition fees collected from customers, are capitalized or deferred and amortized to approximate a level rate of return over the term of the related contracts. Payments received on subvention programs are deferred and recognized to approximate a constant rate of return over the term of the related contracts.
Insurance Earned Premiums and Contract Revenues
Revenues from providing coverage under various contractual agreements are recognized over the term of the coverage in relation to the timing and level of anticipated claims and administrative expenses. Revenues from insurance policies, net of premiums ceded to reinsurers, are earned over the terms of the respective policies in proportion to the estimated loss development. Management relies on historical loss experience as a basis for establishing earnings factors used to recognize revenue over the term of the contract or policy.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
The portion of premiums and contract revenues applicable to the unexpired terms of the agreements is recorded as unearned insurance premiums and contract revenues. Agreements sold range in term from 3 to 120 months. Certain costs of acquiring new business, consisting primarily of dealer commissions and premium taxes, are deferred and amortized over the term of the related policies on the same basis as revenues are earned.
Service commissions and fees are recognized over the term of the coverage in relation to the timing of services performed. The effect of subsequent cancellations is recorded as an offset to unearned insurance premiums and contract revenues.
Depreciation on Operating Leases
Depreciation on vehicle operating leases is recognized using the straight-line method over the lease term, typically two to five years. The depreciable basis is the original cost of the vehicle less the estimated residual value of the vehicle at the end of the lease term. During the lease term, any adjustments to depreciation expense reflecting revised estimates of expected residual values at the end of the lease terms are recorded prospectively on a straight-line basis.
Allowance for Credit Losses
We maintain an allowance for credit losses to cover probable and estimable losses on our earning assets resulting from the failure of customers or dealers to make contractual payments. Management evaluates the allowance at least quarterly, considering a variety of factors and assumptions to determine whether the allowance is considered adequate to cover probable and estimable losses incurred as of the balance sheet date. The allowance for credit losses is management’s estimate of the amount of probable incurred credit losses in our existing finance receivables and investment in operating leases portfolios.
Management develops and documents the allowance for credit losses on finance receivables based on three portfolio segments. We also separately develop and document the allowance for credit losses for investments in operating leases. Investments in operating leases are not within the scope of accounting guidance governing the disclosure of portfolio segments. The determination of portfolio segments is based primarily on the qualitative consideration of the nature of our business operations and the characteristics of the underlying finance receivables. The three portfolio segments within finance receivables, net are:
·
Retail Loan Portfolio Segment - The retail loan portfolio segment consists of retail installment sales contracts acquired from vehicle dealers in the U.S. and Puerto Rico (“retail loan contracts”). Under a retail loan contract, we are granted a security interest in the underlying collateral which consists primarily of Toyota or Lexus vehicles. Based on the common risk characteristics associated with the underlying finance receivables, the retail loan portfolio segment is considered a single class of finance receivable.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
·
Commercial Truck and Industrial Equipment Loan & Direct Finance Lease Portfolio Segment (“Commercial Portfolio Segment”) - The commercial portfolio segment consists of commercial installment sales contracts (“commercial loan contracts”) and leasing contracts accounted for as direct finance leases (“commercial lease contracts”) acquired from commercial truck and industrial equipment dealers in the U.S. Under commercial loan and commercial lease contracts, we are granted a security interest in the underlying collateral which consists of various types of commercial trucks and industrial equipment. Based on the common risk characteristics associated with the underlying finance receivables and the similarity of the credit risk with respect to the two types of contracts, the commercial portfolio segment is considered a single class of finance receivable.
·
Dealer Products Portfolio Segment - The dealer products portfolio segment consists of wholesale loans (also referred to as floorplan financing), real estate loans, working capital loans and revolving lines of credit to vehicle and industrial equipment dealers in the U.S. and Puerto Rico. Wholesale loans are primarily collateralized by new or used vehicle inventory with the outstanding balance fluctuating based on the level of inventory. Real estate loans are collateralized by the underlying real estate, are underwritten on a loan-to-value (“LTV”) basis and are typically for a fixed term. Working capital loans and revolving lines of credit are granted for working capital purposes and are secured by dealership assets. Based on the risk characteristics associated with the underlying finance receivables, the dealer products portfolio segment consists of three classes of finance receivables: wholesale, real estate, and working capital.
Methodology Used to Develop the Allowance for Credit Losses
Retail Loan Portfolio Segment and Investment in Operating Leases
The level of credit risk in our retail loan portfolio segment and our investment in operating leases is influenced primarily by two factors: default frequency and loss severity, which in turn are influenced by various factors such as economic conditions, the used vehicle market, purchase quality mix, contract term length, and operational changes.
We evaluate the retail loan portfolio segment and the investment in operating leases using methodologies such as roll rate, credit risk grade/tier, and vintage analysis. We review and analyze external factors, such as changes in economic conditions, actual or perceived quality, safety and reliability of Toyota and Lexus vehicles, unemployment levels, the used vehicle market, and consumer behavior. In addition, internal factors, such as purchase quality mix and operational changes are also considered in the reviews.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
Commercial Portfolio Segment
The level of credit risk in our commercial portfolio segment is primarily influenced by two factors: default frequency and loss severity, which in turn are influenced by various economic factors, the used equipment and truck markets, purchase quality mix, contract term length, and operational changes.
We evaluate the commercial portfolio segment using methodologies such as product grouping analysis, historical loss and loss frequency by product. We review and analyze external factors, such as changes in economic conditions, unemployment level, and the used equipment and truck markets. In addition, internal factors, such as purchase quality mix, are also considered in the review.
Dealer Products Portfolio Segment
The level of credit risk in our dealer products portfolio segment is influenced primarily by the financial strength of dealers within our portfolio, dealer concentration, collateral quality, and other economic factors. The financial strength of dealers within our portfolio is influenced by, among other factors, general economic conditions, the overall demand for new and used vehicles and industrial equipment and the financial condition of automotive manufacturers in general.
We evaluate the dealer portfolio by first aggregating dealer financing receivables into loan-risk pools, which are determined based on the risk characteristics of the loan (e.g. secured by either vehicles and industrial equipment, real estate or dealership assets, or unsecured). We then analyze dealer pools using an internally developed risk rating. In addition, field operations management and our special assets group are consulted each quarter to determine if any specific dealer loan is considered impaired. If impaired loans are identified, specific reserves are established, as appropriate, and the loan is removed from the loan-risk pool for separate monitoring.
Accounting for the Allowance for Credit Losses and Impaired Receivables
The majority of the allowance for credit losses covers estimated losses on the retail loan portfolio segment, the commercial portfolio segment and investments in operating leases, which are collectively evaluated for impairment. The remainder of the allowance for credit losses covers the estimated losses on the dealer products portfolio segment. In addition, we establish specific reserves to cover the estimated losses on individual impaired loans (including loans modified in a troubled debt restructuring) within the dealer products portfolio segment. The specific reserve is assessed based on discounted cash flows, the loan’s observable market price, or the fair value of the underlying collateral if the loan is collateral dependent.
Troubled debt restructurings in the retail loan and commercial portfolio segments are specifically identified as impaired and aggregated with their respective portfolio segments when determining the allowance for credit losses. Impaired loans in the retail loan and commercial loan portfolio segments are insignificant for individual evaluation and we have determined that the allowance for credit losses for each of the retail loan and commercial portfolio segments would not be materially different if they had been individually evaluated for impairment.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
Increases to the allowance for credit losses are accompanied by corresponding charges to the provision for credit losses. Account balances in the retail loan and commercial portfolio segments and investments in operating leases are charged off against the allowance for credit losses when payments due are no longer expected to be received or the account is 120 days contractually delinquent, whichever occurs first. In fiscal 2010, we changed our charge-off policy from 150 days to 120 days past due.
Collateral, if recoverable, is repossessed and sold. Any shortfalls in the retail loan and commercial portfolio segments and investments in operating leases between proceeds received from the sale of repossessed collateral and the amounts due from customers are charged against the allowance. Any shortfalls in the dealer products portfolio segment between proceeds received from the sale of repossessed collateral and the amounts specifically reserved will result in additional losses. The allowance related to our earning assets is included in Finance receivables, net and Investments in operating leases, net in the Consolidated Balance Sheet.
Insurance Losses and Loss Adjustment Expenses
Insurance losses and loss adjustment expenses include amounts paid and accrued for loss events that are known and have been recorded as claims, estimates of losses incurred but not reported that are based on actuarial estimates and historical loss development patterns, and loss adjustment expenses that are expected to be incurred in connection with settling and paying these claims.
Accruals for unpaid losses, losses incurred but not reported, and loss adjustment expenses are included in other liabilities in the Consolidated Balance Sheet. Estimated liabilities are reviewed regularly and we recognize any adjustments in the periods in which they are determined. If anticipated losses, loss adjustment expenses, unamortized acquisition and maintenance costs exceed the recorded unearned premium, a premium deficiency is recognized by first charging any unamortized acquisition costs to expense and then by recording a liability for any excess deficiency.
Cash and Cash Equivalents
Cash equivalents, consisting primarily of money market instruments, commercial paper and certificates of deposit, represent highly liquid investments with maturities of three months or less at purchase.
Restricted Cash
Restricted cash represents customer collections on securitized receivables to be distributed to investors as payments on the related secured debt and certain reserve deposits held for securitization trusts.
Investments in Marketable Securities
Investments in marketable securities consist of debt and equity securities. Debt and equity securities designated as available-for-sale (“AFS”) are carried at fair value using quoted market prices where available with unrealized gains or losses included in Accumulated Other Comprehensive Income (“AOCI”), net of applicable taxes in the Consolidated Statement of Shareholder’s Equity. Realized gains and losses are determined using either the specific identification method or first in first out method depending on the type of investment in our portfolio. Realized investment gains and losses are reflected in Investment and other income, net in the Consolidated Statement of Income.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
Other-than-Temporary Impairment
An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. Unrealized losses that are determined to be temporary in nature are recorded, net of tax, in AOCI. We conduct periodic reviews of securities in unrealized loss positions for the purpose of evaluating whether the impairment is other-than-temporary.
As part of our ongoing assessment of other-than-temporary impairment (“OTTI”), we consider a variety of factors. Such factors include the length of time and extent to which the market value of a security has been less than cost, adverse conditions specifically related to the industry, geographic area or financial condition of the issuer or underlying collateral of the security, the volatility of the fair value changes, and changes to the fair value after the balance sheet date.
An OTTI loss with respect to debt securities must be recognized in earnings if we have the intent to sell the debt security or it is more likely than not that we will be required to sell the debt security before recovery of its amortized cost basis. If we have no intent to sell and we believe that it is more likely than not we will not be required to sell these securities prior to recovery, the credit loss component of the unrealized losses are recognized in Investment and Other Income, net in the Consolidated Statement of Income, while the remainder of the loss is recognized in AOCI. The credit loss component recognized in Investment and Other Income, net in the Consolidated Statement of Income is identified as the amount of principal cash flows not expected to be received over the remaining term of the security as projected using a credit cash flow analysis for debt securities.
We perform periodic reviews of our AFS equity securities to determine whether unrealized losses are temporary in nature. We consider our intent and ability to hold the security for a period of time sufficient for recovery of fair value. Where we lack that intent or ability, the equity security’s decline in fair value is deemed to be other-than-temporary. If losses are considered to be other-than-temporary, the cost basis of the security is written down to fair value and the write down is reflected in Investment and Other Income, net in the Consolidated Statement of Income.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
Finance Receivables
Our finance receivables consist of the dealer products, retail loan and commercial portfolio segments. Finance receivables recorded on our balance sheet are comprised of the unpaid principal balance, plus accrued interest, less charge-offs, net of any unearned income and deferred origination costs and the allowance for credit losses.
Impaired Receivables
A receivable account balance is considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the terms of the contract. Factors such as payment history, compliance with terms and conditions of the underlying loan agreement and other subjective factors related to the financial stability of the borrower are considered when determining whether a loan is impaired.
Troubled Debt Restructurings
A troubled debt restructuring occurs when an account is modified through a concession to a borrower experiencing financial difficulty. An account modified under a troubled debt restructuring is considered to be impaired. In addition, troubled debt restructurings include accounts for which the customer has filed for bankruptcy protection. For such accounts, we no longer have the ability to modify the terms of the agreement without the approval of the bankruptcy court and the court may impose term modifications that we are obligated to accept.
Payment Defaults
A payment default on an account that has been modified as a troubled debt restructuring is deemed to have occurred when the account becomes thirty days past due. Accounts for which the debtor has filed for bankruptcy protection are not considered to have a payment default as we are prohibited from applying our normal collection procedures.
Nonaccrual Policy
Dealer Products Portfolio Segment
Impaired receivables in the dealer product portfolio segment are placed on nonaccrual status if full payment of principal or interest is in doubt, or when principal or interest is 90 days or more past due. Interest accrued, but not collected at the date a receivable is placed on nonaccrual status, is reversed against interest income. In addition, the amortization of net deferred fees is suspended. Interest income on nonaccrual receivables is recognized only to the extent it is received in cash. Accounts are restored to accrual status only when interest and principal payments are brought current and future payments are reasonably assured. Receivable balances are charged off against the allowance for credit losses when the loss has been realized.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
Retail Loan and Commercial Portfolio Segments
Receivables within the retail loan and commercial portfolio segments are not placed on nonaccrual status when principal or interest is 90 days or more past due. Rather, these receivables are charged off against the allowance for credit losses when payments due are no longer expected to be received or the account is 120 days contractually delinquent, whichever occurs first.
Investments in Operating Leases
We record our investments in operating leases at acquisition cost, less accumulated depreciation and net of the allowance for credit losses, deferred income and deferred origination fees and costs.
Nonaccrual Policy
Investments in operating leases are not placed on nonaccrual status when principal or interest is 90 days or more past due. Rather, these accounts are charged off when payments due are no longer expected to be received or the account is 120 days contractually delinquent, whichever occurs first.
Determination of Residual Value
Substantially all of our residual value risk relates to our vehicle lease portfolio. Residual values of lease earning assets are estimated at lease inception by examining external industry data, the anticipated Toyota and Lexus product pipeline and our own experience. Factors considered in this evaluation include, but are not limited to, local, regional and national economic forecasts, new vehicle pricing, new vehicle incentive programs, new vehicle sales, future plans for new Toyota and Lexus product introductions, competitor actions and behavior, product attributes of popular vehicles, the mix of used vehicle supply, the level of current used vehicle values, buying and leasing behavior trends, and fuel prices. We use various channels to sell vehicles returned at lease end.
On a quarterly basis, we review the estimated end-of-term market values of leased vehicles to assess the appropriateness of the carrying values at lease end. To the extent the estimated end-of-term market value of a leased vehicle is lower than the residual value established at lease inception, the residual value of the leased vehicle is adjusted downward so that the carrying value at lease end will approximate the estimated end-of-term market value. Factors affecting the estimated end-of-term market value are similar to those considered in the evaluation of residual values at lease inception discussed above. These factors are evaluated in the context of their historical trends to anticipate potential changes in the relationship among these factors in the future. For operating leases, adjustments are made on a straight-line basis over the remaining terms of the leases and are included in depreciation on operating leases in the Consolidated Statement of Income. For direct finance leases, adjustments are made at the time of assessment and are recorded as a reduction of direct finance lease revenues which is included under our retail revenues in the Consolidated Statement of Income.
We review operating leases for impairment whenever events or changes in circumstances indicate that the carrying value of the operating leases may not be recoverable. If such events or changes in circumstances are present, we perform a test for recoverability by comparing the expected undiscounted future cash flows (including expected residual values) over the remaining lease terms to the carrying value of the asset group. If the test for recoverability identifies a possible impairment, the asset group's fair value is measured in accordance with the fair value measurement framework. An impairment charge is recognized for the amount by which the carrying value of the asset group exceeds its estimated fair value and is recorded in the current period Consolidated Statement of Income.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
Used Vehicles Held for Sale
Used vehicles held for sale consist of off-lease vehicles and repossessed vehicles. Off-lease vehicles are stated at the lower of cost, determined based on the contractual lease value, or market, using recent sales values. Repossessed vehicles are stated at market, based on the same method used to estimate the residual value for off-lease vehicles.
Debt Issuance Costs
Costs that are direct and incremental to debt issuance are capitalized and amortized to interest expense on a level yield basis over the contractual term of the debt. All other costs related to debt issuance are expensed as incurred.
Fair Value Measurements
Some of our assets and liabilities are carried at fair value on a recurring basis; these include our cash equivalents, investments in marketable securities and derivatives. Certain other financial assets and liabilities are carried at fair value on a nonrecurring basis, based on specific circumstances such as impairment. Finance receivables and debt are not presented in our financial statements at fair value, but their estimated fair value is included for disclosure purposes, as well as the methods and significant assumptions used to estimate their fair value.
Definition and Hierarchy
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If quoted prices in an active market are available, fair value is determined by reference to these prices. If listed prices or quotations are not available, fair value is determined by internally developed models that primarily use, as inputs, market-based or independently sourced parameters, including but not limited to interest rates, volatilities, foreign exchange rates and credit curves. Additionally, we may reference prices for similar instruments, quoted prices or recent transactions in less active markets. We use prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the availability of prices and inputs may be reduced for certain financial instruments. This condition could result in a financial instrument being reclassified from Level 1 to Level 2 or from Level 2 to Level 3.
Level 1: Quoted (unadjusted) prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2: Quoted prices in active markets for similar assets and liabilities, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3: Unobservable inputs that are supported by little or no market activity may require significant judgment in order to determine the fair value of the assets and liabilities.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
The use of observable and unobservable inputs is reflected in the fair value hierarchy assessment disclosed in the tables within this document. The availability of observable inputs can vary based upon the financial instrument and other factors, such as instrument type, market liquidity and other specific characteristics particular to the financial instrument. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires additional judgment by management. The degree of management’s judgment can result in financial instruments being classified as or transferred to the Level 3 category.
Valuation Adjustments
We may make valuation adjustments to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality, our own creditworthiness, as well as constraints due to market illiquidity or unobservable parameters.
Counterparty Credit Valuation Adjustments - Adjustments are required when the market price (or parameter) is not indicative of the credit quality of the counterparty.
Non-Performance Credit Valuation Adjustments - Adjustments reflect our own non-performance risk when our liabilities are measured at fair value.
Liquidity Valuation Adjustments - Adjustments are necessary when we are unable to observe prices for a financial instrument due to market illiquidity.
Valuation Methods
We maintain policies and procedures to value instruments using the best and most relevant data available. The Treasury Risk and Analytics Group (“TR&A”) is responsible for determining the fair value of our financial instruments. TR&A consists of quantitative analysts and risk and accounting professionals. Using benchmarking techniques, TR&A reviews our valuation pricing models at least annually to assess their ongoing propriety. As markets and products develop and the pricing for certain products becomes more or less transparent, TR&A refines its valuation methodologies. TR&A reviews the appropriateness of fair value measurements including validation processes, key model inputs, and the reconciliation of period-over-period fluctuations based on changes in key market inputs. All valuations, including both internally and externally obtained transaction prices, are validated against transaction prices provided by independent valuation sources. Our Fair Value Working Group (“FVWG”) reviews and approves the fair value measurement results and other relevant data quarterly. The FVWG consists of a cross-section of internal stakeholders who are knowledgeable in the area of financial valuations. All changes to our valuation methodologies are reviewed and approved by the FVWG.
We conduct reviews of our primary pricing services to understand and assess the reasonableness of inputs used in their pricing process. While we do not have access to our vendors’ proprietary models, we perform detailed reviews of the pricing process, methodologies and control procedures for each asset class for which prices are provided. Our reviews include examination of the underlying inputs and assumptions for a sample of individual securities selected based on the nature and complexity of the securities. In addition, our pricing vendors have established processes in place for all valuations, which facilitates identification and resolution of potentially erroneous prices. We believe that the prices received from our pricing vendors are representative of prices that would be received to sell the assets or paid to transfer the liabilities at the measurement date and are classified appropriately in the hierarchy.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
For financial instruments measured at fair value, the following section describes the valuation methodologies, key inputs and significant assumptions.
Recurring Fair Value Measurements
Cash Equivalents
Cash equivalents include money market instruments, commercial paper and certificates of deposits, which represent highly liquid investments with maturities of three months or less at purchase. Where money market funds produce a daily net asset value in an active market, we use this value to determine the fair value of the fund investment and classify the investment in Level 1 of the fair value hierarchy. All other types of cash equivalents are classified in Level 2 of the fair value hierarchy.
Investments in Marketable Securities
The marketable securities portfolio consists of debt and equity securities. We estimate the value of our debt securities using observed transaction prices, independent pricing services, and either internally or externally developed pricing models.
Pricing methodologies and inputs to valuation models used by the pricing services depend on the security type. Where possible, quoted prices in active markets for identical securities are used to determine the fair value of the investment securities; these securities are classified in Level 1 of the fair value hierarchy. Where quotes in active markets are not available, the pricing service uses various pricing models for each asset class that are consistent with what market participants would use. The inputs and assumptions to the models of the pricing services are derived from market observable sources including: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, and other market-related data. Since many fixed income securities do not trade on a daily basis, the pricing services use available information as applicable, such as benchmark curves, benchmarking of similar securities, sector groupings, and matrix pricing. These investments are classified in Level 2 of the fair value hierarchy. Our pricing services may provide us with valuations that are based on significant unobservable inputs; in such circumstances, we classify these investments in Level 3 of the fair value hierarchy.
We hold investments in actively traded open-end equity mutual funds and private placement fixed income mutual funds. Where the funds produce a daily net asset value that is quoted in an active market, we use this value to determine the fair value of the fund investment and classify the investment in Level 1 of the fair value hierarchy. Where the funds produce a daily net asset value that is based on a combination of quoted prices from identical and similar securities and/or observable inputs, the funds are classified in Level 2 of the fair value hierarchy.
Derivatives
As part of our risk management strategy, we enter into derivative transactions to mitigate our interest rate and foreign currency exposures. These derivative transactions are considered over-the-counter for valuation purposes. All of our derivative counterparties to which we had credit exposure at March 31, 2012 were assigned investment grade ratings by a credit rating organization.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
We estimate the fair value of our derivatives using industry standard valuation models that require observable market inputs, including market prices, yield curves, credit curves, interest rates, foreign exchange rates, volatilities and the contractual terms of the derivative instruments. For derivatives that trade in liquid markets, model inputs can generally be verified and do not require significant management judgment. These derivative instruments are classified in Level 2 of the fair value hierarchy.
Certain other derivative transactions trade in less liquid markets with limited pricing information. For such derivatives, key inputs to the valuation process include quotes from counterparties and other market data used to corroborate and adjust values where appropriate. Other market data includes values obtained from a market participant that serves as a third party pricing agent. Inputs obtained from counterparties and third party pricing agents are validated internally using valuation models to assess the reasonableness of changes in factors such as market prices, yield curves, credit curves, interest rates, foreign exchange rates and volatilities. These derivative instruments are classified in Level 3 of the fair value hierarchy.
Our derivative fair value measurements consider assumptions about counterparty credit risk and our own non-performance risk. We consider counterparty credit risk and our own non-performance risk through credit valuation adjustments. In situations in which our net position with a derivative counterparty is an asset, the counterparty credit valuation adjustment calculation uses the credit default probabilities of our derivative counterparties over a particular time period. In situations in which our net position with a derivative counterparty is a liability, we use our own credit default probability to calculate the required non-performance credit valuation adjustment. We use a relative fair value approach to allocate the credit valuation adjustments to our derivatives portfolio.
Nonrecurring Fair Value Measurements
Impaired Finance Receivables
For finance receivables within the dealer products portfolio segment for which there is evidence of impairment, we may measure impairment based on the loan’s observable market price, or the fair value of the underlying collateral if the loan is collateral dependent. The fair values of impaired finance receivables based on the collateral value or market prices, where available, are reported at fair value on a nonrecurring basis. The methods used to estimate the fair value of the underlying collateral depends on the specific class of finance receivable. For finance receivables within the wholesale class of finance receivables, the collateral value is generally based on wholesale market value or liquidation value for new and used vehicles. For finance receivables within the real estate class of finance receivables, the collateral value is generally based on appraisals from internal or external valuation sources. For finance receivables within the working capital class of finance receivables, the collateral value is generally based on the expected liquidation value of the underlying dealership assets. Adjustments may be performed in circumstances where market comparables are not specific to the attributes of the specific collateral or appraisal information may not be reflective of current market conditions due to the passage of time and the occurrence of market events since receipt of the information. As these valuations utilize unobservable inputs, our impaired finance receivables are classified in Level 3 of the fair value hierarchy.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
Financial Instruments Not Carried at Fair Value
Finance Receivables
Our finance receivables consist of retail loans, comprised of retail loan contracts and commercial loan contracts, and dealer loans, comprised of wholesale, real estate and working capital financing. Retail loans are primarily valued using a securitization model that incorporates expected cash flows. We estimate cash flows expected to be collected using contractual principal and interest payments adjusted for specific factors, such as prepayments, default rates, loss severity, credit scores, and collateral type. The securitization model utilizes quoted secondary market rates if available, or estimated market rates that incorporate management's best estimate of investor assumptions about the portfolio. Dealer loans are valued using a discounted cash flow model. Discount rates are derived based on market rates for equivalent portfolio bond ratings. As these valuations utilize unobservable inputs, our finance receivables are classified in Level 3 of the fair value hierarchy.
Commercial Paper
The carrying value of commercial paper issued is assumed to approximate fair value due to its short duration and generally negligible credit risk. We validate this assumption by recalculating the fair value of our commercial paper using quoted market rates. Commercial paper is classified in Level 2 of the fair value hierarchy.
Unsecured Notes and Loans Payable
The fair value of unsecured notes and loans payable is primarily valued internally based on current market rates and credit spreads for debt with similar maturities. We value our debt internally utilizing observable inputs and standard industry curves; therefore, we classify these unsecured notes and loans payables in Level 2 of the fair value hierarchy. Where it is not possible to value the debt internally, we use quoted market prices where available to estimate the fair value of unsecured notes and loans payable. These unsecured notes and loans payable are classified in Level 3 of the fair value hierarchy since the market for these instruments is not active. In a limited number of instances, where it is not possible to value the debt instrument internally and quoted market prices are unavailable, we estimate the fair value of unsecured notes and loan payable using quotes from counterparties or a third party pricing agent. We review the appropriateness of these fair value measurements by assessing the reasonableness of period over period fluctuations. These valuations utilize unobservable inputs; therefore, we classify these unsecured notes and loans payables in Level 3 of the fair value hierarchy.
Secured Notes and Loans Payable
Fair value is estimated based on current market rates and credit spreads for debt with similar maturities. We also use internal assumptions, including prepayment speeds and expected credit losses on the underlying securitized assets, to estimate the timing of cash flows to be paid on these instruments. As these valuations utilize unobservable inputs, our secured notes and loans payables are classified in Level 3 of the fair value hierarchy.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
Derivative Instruments
All derivative instruments are recorded on the balance sheet at fair value, taking into consideration the effects of legally enforceable master netting agreements that allow us to net settle asset and liability positions and offset cash collateral held with the same counterparty on a net basis. Changes in the fair value of derivatives are recorded in interest expense in the Consolidated Statement of Income.
We categorize derivatives as those designated for hedge accounting (“hedge accounting derivatives”) and those that are not designated for hedge accounting (“non-hedge accounting derivatives”). At the inception of a derivative contract, we may elect to designate a derivative as a hedge accounting derivative.
In order to qualify for hedge accounting, a derivative must be considered highly effective at reducing the risk associated with the exposure being hedged. When we designate a derivative in a hedging relationship, we document the risk management objective and strategy. This documentation includes the identification of the hedging instrument, the hedged item and the risk exposure, and how we will assess effectiveness prospectively and retrospectively. We assess the extent to which a hedging instrument is effective at achieving offsetting changes in fair value at least quarterly.
We use the “long-haul” method of assessing effectiveness for our fair value hedges, except for certain types of existing hedge relationships that meet stringent criteria where we apply the shortcut method. The shortcut method provides an assumption of zero ineffectiveness that results in equal and offsetting changes in fair value in the Consolidated Statement of Income for both the hedged debt and the hedge accounting derivative. When the shortcut method is not applied, any ineffective portion of the derivative that is designated as a fair value hedge is recognized as a component of interest expense in the Consolidated Statement of Income. We recognize changes in the fair value of derivatives designated in fair value hedging relationships (including foreign currency fair value hedging relationships) in interest expense in the Consolidated Statement of Income along with the fair value changes of the related hedged item.
If we elect not to designate a derivative instrument in a hedging relationship, or the relationship does not qualify for hedge accounting treatment, the full change in the fair value of the derivative instrument is recognized as a component of interest expense in the Consolidated Statement of Income with no offsetting adjustment for the economically hedged item.
We review the effectiveness of our hedging relationships at least quarterly to determine whether the relationships have been and continue to be effective. We use regression analysis to assess the effectiveness of our hedges. When we determine that a hedging relationship is not or has not been effective, hedge accounting is no longer applied. If hedge accounting is discontinued, we continue to carry the derivative instrument as a component of other assets or other liabilities in the Consolidated Balance Sheet at fair value with changes in fair value reported in interest expense in the Consolidated Statement of Income. Additionally, for discontinued fair value hedges, we cease to adjust the hedged item for changes in fair value and amortize the cumulative fair value adjustments recognized in prior periods over the remaining term of the hedged item.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
We will also discontinue the use of hedge accounting if a derivative is sold, terminated, or if management determines that designating a derivative under hedge accounting is no longer appropriate (“de-designated derivatives”). De-designated derivatives are included within the category of non-hedge accounting derivatives.
We also issue debt which is considered a “hybrid financial instrument”. These debt instruments are assessed to determine whether they contain embedded derivatives requiring separate reporting and accounting. The embedded derivative may be bifurcated and recorded on the balance sheet at fair value or the entire financial instrument may be recorded at fair value. Changes in the fair value of the bifurcated embedded derivative or the entire hybrid financial instrument are reported in interest expense in the Consolidated Statement of Income.
Foreign Currency Transactions
Certain transactions we have entered into, primarily related to debt, are denominated in foreign currencies. If the debt is not in a hedge accounting relationship, the debt is translated into U.S. dollars using the applicable exchange rate at the transaction date and retranslated at each balance sheet date using the exchange rate in effect at that date. Gains and losses related to foreign currency transactions, primarily debt, are included in interest expense in the Consolidated Statement of Income. Payments on debt in the Consolidated Statement of Cash Flows include repayment of principal and the net amount of exchange of notional on currency swaps that economically hedge these transactions. Proceeds from issuance of debt in the Consolidated Statement of Cash Flows include both the proceeds from the initial issuance of debt and the net amount of exchange of notional on currency swaps that economically hedge these transactions.
Risk Transfer
We transfer certain risks to protect us against the impact of unpredictable high severity losses. The amounts recoverable from reinsurers and other companies that assume liabilities relating to our insurance operations are estimated in a manner consistent with the related reinsurance or risk transfer agreement. Amounts recoverable from reinsurers and other companies on unpaid losses are recorded as a receivable but are not collectible until the losses are paid. Revenues related to risks transferred are recognized on the same basis as the related revenues from the underlying agreements. Covered losses are recorded as a reduction to insurance losses and loss adjustment expenses.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
Income Taxes
We use the liability method of accounting for income taxes under which deferred tax assets and liabilities are adjusted to reflect changes in tax rates and laws in the period such changes are enacted resulting in adjustments to the current fiscal year’s provision for income taxes.
TMCC files a consolidated federal income tax return with its subsidiaries and TFSA. TMCC files either separate or consolidated/combined state income tax returns with Toyota Motor North America (“TMA”), TFSA, or subsidiaries of TMCC. State income tax expense is generally recognized as if TMCC and its subsidiaries filed their tax returns on a stand-alone basis. In those states where TMCC and its subsidiaries join in the filing of consolidated or combined income tax returns, TMCC and its subsidiaries are allocated their share of the total income tax expense based on combined allocation/apportionment factors and separate company income or loss. Based on the state tax sharing agreement with TMA, TMCC and its subsidiaries pay for their share of the combined income tax expense and are reimbursed for the benefit of any of their tax losses utilized in the combined state income tax returns.
New Accounting Guidance
In December 2011, the Financial Accounting Standards Board (“FASB”) issued accounting guidance on the disclosure about offsetting assets and liabilities. The disclosure requirements of this guidance are intended to help investors and other financial statement users to better assess the effect or potential effect of offsetting arrangements on a company’s financial position. Offsetting, otherwise known as netting, is the presentation of assets and liabilities as a single net amount in the balance sheet. The guidance follows the current U.S. GAAP model that allows companies the option to present net in their balance sheets derivatives that are subject to a legally enforceable netting arrangement with the same party, where rights of set-off are only available in the event of default or bankruptcy. However, the guidance adds new disclosure requirements to improve transparency in the reporting of how companies mitigate credit risk, including disclosure of related collateral pledged or received. The accounting guidance is effective for us on April 1, 2013. We are evaluating the effect that adoption of this guidance will have on our consolidated financial statements.
In June 2011, the FASB issued accounting guidance that requires entities to report components of comprehensive income in either a single continuous statement of comprehensive income or two separate but consecutive statements. Additionally, this guidance requires that items reclassified from accumulated other comprehensive income to net income be separately presented within their respective components of net income and comprehensive income. This guidance does not change the items that must be reported in comprehensive income or when an item in other comprehensive income must be reclassified to net income. In December 2011, the FASB issued additional guidance that defers the changes that relate to the presentation of reclassification adjustments. The guidance is effective for us on April 1, 2012. The adoption of this guidance will not have a material impact on our consolidated financial statements.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (Continued)
Recently Adopted Accounting Guidance
In January 2012, we adopted new FASB accounting guidance on fair value measurement and disclosure requirements. The guidance generally clarifies the application of existing requirements on topics including the concepts of highest and best use valuation premise, measuring the fair value of instruments classified in shareholder’s equity, and disclosing quantitative information about the unobservable inputs used in the measurement of instruments categorized within Level 3 of the fair value hierarchy. Additionally, the guidance includes changes on topics such as measuring the fair value of financial instruments that are managed within a portfolio and additional disclosure for fair value measurements categorized within Level 3 of the fair value hierarchy. The adoption of this accounting guidance did not have a material impact on our consolidated financial condition and results of operations.
In January 2012, we adopted new FASB accounting guidance on repurchase agreements that removes from the assessment of effective control the criterion requiring the transferor to have the ability to repurchase or redeem financial assets on substantially the agreed terms, even in the event of default by the transferee. The guidance also removes the collateral maintenance guidance related to this criterion. The adoption of this accounting guidance did not have a material impact on our consolidated financial condition and results of operations.
In July 2011, we adopted new FASB accounting guidance on troubled debt restructurings that clarifies whether a creditor has granted a concession and whether a debtor is experiencing financial difficulties for purposes of determining whether a loan modification constitutes a troubled debt restructuring. This accounting guidance also supersedes previous accounting guidance that temporarily delayed the effective date for disclosures about troubled debt restructurings as part of the credit quality of finance receivables and the allowance for credit losses disclosures. This accounting guidance was effective for us for the quarter ended September 30, 2011, with retrospective application of the identification of troubled debt restructurings back to April 1, 2011. The adoption of this accounting guidance did not have a material impact on our consolidated financial condition or results of operations.
In April 2011, we adopted new FASB accounting guidance on the capitalization of costs relating to the acquisition or renewal of insurance contracts. The early adoption of this accounting guidance did not have a material impact on our consolidated financial condition or results of operations.
In April 2011, we adopted new FASB accounting guidance that sets forth the requirements that must be met for a company to recognize revenue from the sale of a delivered item that is part of a multiple-element arrangement when other items have not yet been delivered. The adoption of this accounting guidance did not have a material impact on our consolidated financial condition or results of operations.
In April 2011, we adopted new FASB accounting guidance that changes the accounting model for revenue arrangements that include both tangible products and software elements that function together to deliver the product’s essential functionality. The accounting guidance more closely reflects the underlying economics of these transactions. The adoption of this accounting guidance did not have a material impact on our consolidated financial condition or results of operations.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Fair Value Measurements
The following table summarizes our financial assets and financial liabilities measured at fair value on a recurring basis as of March 31, 2012 and March 31, 2011, by level within the fair value hierarchy. Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
In instances in which we meet the accounting guidance for set-off criteria, we elect to net derivative assets and derivative liabilities and the related cash collateral received and paid when legally enforceable master netting agreements exist.
Derivative assets were reduced by a counterparty credit valuation adjustment of $3 million and $12 million as of March 31, 2012 and March 31, 2011, respectively. As of March 31, 2011, derivative liabilities were reduced by a non-performance credit valuation adjustment of $1 million.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Certain prior period amounts have been reclassified to conform to the current period presentation.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Fair Value Measurements (Continued)
Transfers between levels of the fair value hierarchy are recognized at the end of their respective reporting periods. During fiscal 2012, we transferred $27 million of U.S. government and agency obligations from Level 1 to Level 2 due to the lack of quoted prices for identical securities traded in an active market. Additionally, during fiscal 2012, certain available-for-sale debt instruments were transferred from Level 2 to Level 3 due to reduced transparency of market price quotations for these and/or comparable instruments. Certain derivatives previously categorized as Level 3 in prior periods were valued using observable inputs and were transferred into Level 2 during fiscal 2012 and 2011, respectively.
The following tables summarize the reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs for fiscal 2012 and 2011:
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nonrecurring Fair Value Measurements
Certain assets are not measured at fair value on a recurring basis but are subject to fair value adjustments only in certain circumstances, for example, when there is evidence of impairment. For these assets, we record the fair value on a nonrecurring basis and disclose changes in fair value during the reporting period. Fair value measurements on a nonrecurring basis consisted of Level 3 net finance receivables within the dealer products portfolio segment individually evaluated for impairment of $166 million and $191 million as of March 31, 2012 and March 31, 2011, respectively.
The total change in fair value of financial instruments measured at fair value on a nonrecurring basis for which a fair value adjustment has been included in the Consolidated Statement of Income consisted of a gain on net finance receivables within the dealer products portfolio segment individually evaluated for impairment of $22 million and $24 million for fiscal 2012 and 2011, respectively and a loss of $27 million on finance receivables for fiscal 2010.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Fair Value Measurements (Continued)
Level 3 Fair Value Measurements at March 31, 2012
At March 31, 2012, our Level 3 financial instruments subject to recurring fair value measurement consisted of available-for-sale securities of $21 million, derivative assets of $92 million and derivative liabilities of $34 million. Level 3 financial instruments subject to nonrecurring fair value measurement were limited to impaired finance receivables with a fair value of $166 million at March 31, 2012. The fair value measurements of Level 3 financial assets and liabilities were not significant to our Consolidated Balance Sheet or Consolidated Statement of Income as of March 31, 2012 and for the year then ended.
Financial Instruments
The following tables provide information about assets and liabilities not carried at fair value in our Consolidated Balance Sheet:
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Fair Value Measurements (Continued)
The carrying value of each class of finance receivables is presented net of deferred costs, unearned income and the allowance for credit losses; the amount excludes related party transactions of $36 million and $39 million at both March 31, 2012 and March 31, 2011 and direct finance leases of $213 million and $237 million at March 31, 2012 and March 31, 2011, respectively.
The carrying value of unsecured notes and loans payable represents the sum of unsecured notes and loans payable and carrying value adjustment. Also included in unsecured notes and loans payable is $2.2 billion and $4.2 billion of loans payable to affiliates at March 31, 2012 and March 31, 2011, respectively, that are carried at amounts that approximate fair value.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3 - Investments in Marketable Securities
We classify all of our investments in marketable securities as available-for-sale. The amortized cost and estimated fair value of investments in marketable securities and related unrealized gains and losses were as follows:
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Certain prior period amounts have been reclassified to conform to the current period presentation.
The fixed income mutual funds include investments in funds that are privately placed. The total fair value of private placement fixed income mutual funds was $1.8 billion at March 31, 2012 and 2011. For each fund, cash redemption limits may apply to each 90 day period.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3 - Investments in Marketable Securities (Continued)
OTTI Securities
For fiscal 2012, unrealized losses for AFS debt securities deemed to be other-than-temporarily impaired were recognized in Investment and other income, net and were not material to our Consolidated Statement of Income. For fiscal 2011, there were no AFS debt or equity securities deemed to be other-than-temporarily impaired.
At March 31, 2012 and March 31, 2011, total gross unrealized loss and fair value of investments that had been in a continuous unrealized loss position for 12 consecutive months or more were not material to our Consolidated Balance Sheet.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3 - Investments in Marketable Securities (Continued)
Contractual Maturities and Yields
The contractual maturities of investments in marketable securities at March 31, 2012 are summarized in the following table. Prepayments may cause actual maturities to differ from scheduled maturities.
Yields are based on the amortized cost balances of securities held at March 31, 2012. Yields are derived by aggregating the monthly result of interest and dividend income (including the effect of related amortization of premiums and accretion of discounts) divided by amortized cost. Equity instruments do not have a stated maturity date.
Securities on Deposit
In accordance with statutory requirements, we had on deposit with state insurance authorities U.S. debt securities with amortized cost and fair value of $6 million at March 31, 2012 and March 31, 2011.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3 - Investments in Marketable Securities (Continued)
Realized Gains and Losses on Sales of AFS Securities
Realized losses on sales included $7 million of impairment losses in fiscal 2010. There were no material impairment losses recorded in fiscal 2012 and 2011. Realized gains and losses from the sale of available-for-sale securities are as follows:
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Finance Receivables, Net
Finance receivables, net consist of retail and dealer accounts including accrued interest and deferred fees and costs, net of the allowance for credit losses and unearned income. Pledged receivables represent retail loan receivables that have been sold for legal purposes to securitization trusts but continue to be included in our consolidated financial statements. Cash flows from these receivables are available only for the repayment of debt issued by these trusts and other obligations arising from the securitization transactions. They are not available for payment of our other obligations or to satisfy claims of our other creditors.
Finance receivables, net and retail receivables presented in the previous tables include direct finance lease receivables, net of $213 million and $237 million at March 31, 2012 and March 31, 2011, respectively. Contractual maturities of retail receivables exclude $9 million of estimated unguaranteed residual values related to direct finance leases.
A significant portion of our finance receivables has historically been repaid prior to contractual maturity.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Finance Receivables, Net (Continued)
Credit Quality Indicators
We are exposed to credit risk on our finance receivables. Credit risk is the risk of loss arising from the failure of customers or dealers to meet the terms of their contracts with us or otherwise fail to perform as agreed.
Retail Loan and Commercial Portfolio Segments
While we use various credit quality metrics to develop our allowance for credit losses on the retail loan and commercial portfolio segments, we primarily utilize the aging of the individual accounts to monitor the credit quality of these finance receivables. Based on our experience, the payment status of borrowers is the strongest indicator of the credit quality of the underlying receivables. Payment status also impacts charge-offs.
Individual borrower accounts for each class of finance receivables within the retail loan and commercial portfolio segments are segregated into one of four aging categories based on the number of days outstanding. The aging for each class of finance receivables is updated quarterly.
Dealer Products Portfolio Segment
For three classes of finance receivables within the dealer products portfolio segment (wholesale, real estate and working capital), all loans outstanding for an individual dealer, affiliated entity or dealership group are aggregated and evaluated collectively by dealer or dealership group. This reflects the interconnected nature of financing provided to our individual dealer, affiliated entities and dealer group customers.
When assessing the credit quality of the finance receivables within the dealer products portfolio segment, we segregate the finance receivables account balances into four distinct credit quality indicators based on internal risk assessments. The internal risk assessments for all finance receivables within the dealer products portfolio segment are updated on a monthly basis.
The four credit quality indicators are:
·
Performing - Account not classified as either Credit Watch, At Risk or Default
·
Credit Watch - Account designated for elevated attention
·
At Risk - Account where there is a probability that default exists based on qualitative and quantitative factors
·
Default - Account is not currently meeting contractual obligations or we have temporarily waived certain contractual requirements
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2012 and March 31, 2011, all impaired finance receivables within the dealer products portfolio segment were on nonaccrual status and there were no charge-offs against the allowance for credit losses. Therefore, the impaired finance receivables balance is equal to the unpaid principal balance.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Finance Receivables, Net (Continued)
The following table summarizes the average impaired finance receivables as of the balance sheet date and the interest income recognized on these loans during fiscal 2012 and fiscal 2011:
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Finance Receivables, Net (Continued)
Troubled Debt Restructuring
For accounts not under bankruptcy protection, the amount of finance receivables modified as a troubled debt restructuring during fiscal 2012 is not significant for each class of finance receivables. Troubled debt restructurings for these accounts within the retail loan class of finance receivables are comprised exclusively of contract term extensions that reduce the monthly payment due from the customer, while accounts within the commercial class of finance receivables consist of contract term extensions, interest rate adjustments, or a combination of the two. For the three classes of finance receivables within the dealer products portfolio segment, troubled debt restructurings include contract term extensions, interest rate adjustments, waivers of loan covenants, or any combination of the three. No troubled debt restructurings of accounts not under bankruptcy protection included forgiveness of principal during fiscal 2012.
We recognize finance receivables under bankruptcy protection within the retail loan and commercial classes as troubled debt restructurings as of the date we receive notice of a customer filing for bankruptcy protection regardless of the ultimate outcome of the bankruptcy proceedings. The bankruptcy court may impose modifications as part of the proceedings, including interest rate adjustments and forgiveness of principal. For fiscal 2012, the financial impact of troubled debt restructurings related to accounts under bankruptcy protection was not significant to our Consolidated Statement of Income and Consolidated Balance Sheet.
Payment Defaults
Finance receivables modified as troubled debt restructurings for which there was a payment default during fiscal 2012, and for which the modification occurred within twelve months of the payment default, were not significant for all classes of such receivables.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Charge-offs are shown net of $123 million, $137 million and $145 million of recoveries for fiscal 2012, 2011 and 2010, respectively.
Allowance for Credit Losses and Finance Receivables by Portfolio Segment
The following tables provide information related to our allowance for credit losses and finance receivables by portfolio segment for fiscal 2012 and 2011:
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Included in the ending balance of gross finance receivables collectively evaluated for impairment is approximately $581 million and $3 million of finance receivables within the retail loan and commercial portfolio segments, respectively, that are specifically identified as impaired. These amounts are aggregated with their respective portfolio segments when determining the allowance for credit losses as of March 31, 2011, as they are deemed to be insignificant for individual evaluation.
Substantially all retail, direct finance lease, and operating lease receivables do not involve recourse to the dealer in the event of customer default. Finance and operating lease receivables 60 or more days past due include accounts in bankruptcy and exclude accounts for which vehicles have been repossessed.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 6 - Allowance for Credit Losses (Continued)
Past Due Finance Receivables by Class
The following tables summarize the aging of finance receivables by class as of March 31, 2012 and 2011 for finance receivables that are past due:
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7 - Derivatives, Hedging Activities and Interest Expense
Derivative Instruments
We use derivatives as part of our risk management strategy to hedge against changes in interest rate and foreign currency risks. We manage these risks by entering into derivative transactions with the intent to minimize fluctuations in earnings, cash flows and fair value adjustments of assets and liabilities caused by market volatility. We enter into derivatives for risk management purposes only, and our use of derivatives is limited to the management of interest rate and foreign currency risks.
Our derivative activities are authorized and monitored by our Asset-Liability Committee, which provides a framework for financial controls and governance to manage market risks. We use internal models for analyzing and incorporating data from internal and external sources in developing various hedging strategies. We incorporate the resulting hedging strategies into our overall risk management strategies.
Our approach to asset-liability management involves hedging our risk exposures so that changes in interest rates have a limited effect on our net interest margin and cash flows. Our liabilities consist mainly of fixed and floating rate debt, denominated in various currencies, which we issue in the global capital markets, while our assets consist primarily of U.S. dollar denominated, fixed rate receivables. We enter into interest rate swaps and foreign currency swaps to hedge the interest rate and foreign currency risks that result from the different characteristics of our assets and liabilities. Our resulting asset liability profile is consistent with the overall risk management strategy directed by the Asset-Liability Committee. Gains and losses on these derivatives are recorded in interest expense.
Credit Risk Related Contingent Features
Certain of our derivative contracts are governed by International Swaps and Derivatives Association (“ISDA”) Master Agreements. Substantially all of these ISDA Master Agreements contain reciprocal ratings triggers providing either party with an option to terminate the agreement at market value in the event of a ratings downgrade of the other party below a specified threshold. These agreements require the transfer of collateral on either a monthly or daily basis depending on the counterparty. During fiscal 2012, we implemented daily valuation and collateral exchange arrangements with a majority of our counterparties on a zero threshold, fully-collateralized basis. Our remaining agreements require monthly collateral exchanges in the amount by which a party's net derivatives position exceeds its ratings-based, specified threshold.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7 - Derivatives, Hedging Activities and Interest Expense (Continued)
The aggregate fair value of derivative instruments that contain credit risk related contingent features that were in a net liability position at March 31, 2012 was $43 million, excluding embedded derivatives and adjustments made for our own non-performance risk. If our ratings declined to “A+”, we would not be required to post additional collateral. If our ratings were to decline to “BBB+” or below, we would be required to post an additional $18 million of collateral to the counterparties with which we were in a liability position at March 31, 2012. In order to settle all derivative instruments that were in a net liability position at March 31, 2012, excluding embedded derivatives and adjustments made for our own non-performance risk, we would be required to pay $43 million.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7 - Derivatives, Hedging Activities and Interest Expense (Continued)
The following table summarizes the components of interest expense, including the location and amount of gains or losses on derivative instruments and related hedged items, for fiscal 2012, 2011 and 2010 as reported in our Consolidated Statement of Income:
Certain prior period amounts have been reclassified to conform to the current period presentation.
Amounts represent net interest settlements and changes in accruals.
Amounts exclude net interest settlements and changes in accruals.
The following table summarizes the relative fair value allocation of derivative credit valuation adjustments within interest expense.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The change in used vehicles held for sale includes non-cash activities of $80 million, $58 million and $138 million at March 31, 2012, March 31, 2011 and March 31, 2010, respectively.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The commercial paper balance includes unamortized premiums and discounts. Included in unsecured notes and loans payable are notes and loans denominated in various foreign currencies, unamortized premiums and discounts and the effects of foreign currency transaction gains and losses on non-hedged or de-designated foreign currency denominated notes and loans payable. At March 31, 2012 and March 31, 2011, the carrying values of these foreign currency denominated notes payable were $15.8 billion and $27.0 billion, respectively. Concurrent with the issuance of these foreign currency unsecured notes, we entered into currency swaps in the same notional amount to convert non-U.S. currency payments to U.S. dollar denominated payments.
Additionally, the carrying value of our unsecured notes and loans payable at March 31, 2012 included $16.7 billion of unsecured floating rate debt with contractual interest rates ranging from 0 percent to 6.0 percent and $25.5 billion of unsecured fixed rate debt with contractual interest rates ranging from 0.5 percent to 9.4 percent. The carrying value of our unsecured notes and loans payable at March 31, 2011 included $14.1 billion of unsecured floating rate debt with contractual interest rates ranging from 0 percent to 6.0 percent and $32.6 billion of unsecured fixed rate debt with contractual interest rates ranging from 0.3 percent to 15.3 percent. Upon issuance of fixed rate notes, we generally elect to enter into interest rate swaps to convert fixed rate payments on notes to floating rate payments.
Our secured notes and loans payable are denominated in U.S. dollars and consist of both fixed and variable rate debt with interest rates ranging from 0.5 percent to 1.9 percent at both March 31, 2012 and March 31, 2011. Secured notes and loans are issued by on-balance sheet securitization trusts, as further discussed in Note 10 - Variable Interest Entities. These notes are repayable only from collections on the underlying pledged receivables and related credit enhancements.
The carrying value adjustment on debt represents the effects of fair value adjustments to debt in hedging relationships, accrued redemption premiums, and the unamortized fair value adjustments on the hedged item for terminated fair value hedge accounting relationships. The carrying value adjustment on debt decreased by $626 million at March 31, 2012 compared to March 31, 2011 primarily as a result of a stronger U.S. dollar relative to certain other currencies in which some of our debt is denominated.
As of March 31, 2012, our commercial paper had a weighted average remaining maturity of 82 days, while our notes and loans payable mature on various dates through fiscal 2047. Weighted average contractual interest rates are calculated based on original notional or par value before consideration of premium or discount.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 - Variable Interest Entities
We use one or more special purpose entities that are considered VIEs to issue asset-backed securities to third party bank-sponsored asset-backed securitization vehicles and to investors in securitization transactions. The securities issued by these VIEs are backed by the cash flows from finance receivables that have been transferred to the VIEs. Although the transferred finance receivables have been legally sold to the VIEs, we hold variable interests in the VIEs that could potentially be significant to the VIEs. We determined that we are the primary beneficiary of the securitization trusts because (i) our servicing responsibilities for the transferred receivables give us the power to direct the activities that most significantly impact the performance of the VIEs, and (ii) our variable interests in the VIEs give us the obligation to absorb losses and the right to receive residual returns that could potentially be significant.
The assets of the consolidated securitization VIEs consisted of $10,726 million and $11,546 million in gross retail finance receivables at March 31, 2012, and March 31, 2011, respectively. Net retail finance receivables, after consideration of deferred origination costs, unearned income and allowance for credit losses, were $10,530 million and $11,317 as of March 31, 2012 and March 31, 2011, respectively. In addition, TMCC held $682 million and $705 million in cash which represent collections from the underlying pledged receivables and certain reserve deposits held for the securitization trusts at March 31, 2012 and March 31, 2011, respectively. We classified this cash as restricted cash on our consolidated balance sheet. The liabilities of these consolidated VIEs consisted of $9,789 million and $10,626 million in secured debt, net of $381 million and $577 million of securities retained by TMCC, and $2 million and $3 million in other liabilities at March 31, 2012 and March 31, 2011, respectively. The assets of the VIEs and the restricted cash held by TMCC serve as the sole source of repayment for the asset-backed securities issued by these entities. Investors in the notes issued by the VIEs do not have recourse to TMCC’s general credit, with the exception of customary representation and warranty repurchase provisions and indemnities.
As the primary beneficiary of these entities, we are exposed to credit, interest rate, and prepayment risk from the receivables transferred to the VIEs. However, our exposure to these risks did not change as a result of the transfer of the assets to the VIEs. We may also be exposed to interest rate risk arising from the secured notes issued by the VIEs.
In addition, we entered into interest rate swaps with certain special purpose entities that issue variable rate debt. Under the terms of these swaps, the securitization trusts are obligated to pay TMCC a fixed rate of interest on certain payment dates in exchange for receiving a floating rate of interest on amounts equal to the outstanding balance of the secured debt. This arrangement enables the securitization trusts to mitigate the interest rate risk inherent in issuing variable rate debt that is secured by fixed rate retail finance receivables.
The transfers of the receivables to the special purpose entities in our securitizations are considered to be sales for legal purposes. However, the securitized assets and the related debt remain on our Consolidated Balance Sheet. We recognize financing revenue on the pledged receivables and interest expense on the secured debt issued by the trusts. We also maintain an allowance for credit losses on the pledged receivables to cover probable credit losses estimated using a methodology consistent with that used for our non-securitized retail loan portfolio. The interest rate swaps between TMCC and the special purpose entities are considered intercompany transactions and therefore are eliminated in our consolidated financial statements.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 11 - Liquidity Facilities and Letters of Credit
For additional liquidity purposes, we maintain syndicated credit facilities with certain banks.
364 Day Credit Agreement, Three Year Credit Agreement and Five Year Credit Agreement
In March 2011, TMCC, its subsidiary Toyota Credit de Puerto Rico Corp. (“TCPR”), and other Toyota affiliates entered into a $5.0 billion 364 day syndicated bank credit facility pursuant to a 364 Day Credit Agreement, a $5.0 billion three year syndicated bank credit facility pursuant to a Three Year Credit Agreement expiring in fiscal 2014, and a $3.0 billion five year syndicated bank credit facility pursuant to a Five Year Credit Agreement expiring in fiscal 2016. In February 2012, the 364 Day Credit Agreement was renewed for an additional 364 days. Additionally, in March 2012, $4.3 billion of the original $5.0 billion under the Three Year Credit Agreement was extended for one additional year through fiscal 2015, and $2.6 billion of the original $3.0 billion under the Five Year Credit Agreement was extended for one additional year through fiscal 2017.
The ability to make draws is subject to covenants and conditions customary in transactions of this nature, including negative pledge provisions, cross-default provisions and limitations on consolidations, mergers and sales of assets. These agreements may be used for general corporate purposes and none were drawn upon as of March 31, 2012 and March 31, 2011.
Committed Revolving Asset-backed Commercial Paper Facility
In January 2012, we renewed a 364 day revolving securitization facility with certain bank-sponsored asset-backed commercial paper conduits and other financial institutions (“funding agents”). Under the terms of this facility, the funding agents are contractually committed, at our option, to purchase eligible retail finance receivables from us and make advances up to a facility limit of $3.0 billion. Prior to the renewal, the facility limit was $4.0 billion. This revolving facility allows us to obtain term funding up to the renewal date. Any portion of the facility that is not renewed is repaid as the underlying assets amortize. As of March 31, 2012, approximately $2.4 billion of this facility was utilized, including $378 million utilized during fiscal 2012. We may obtain additional funding as we pay down the outstanding debt in conjunction with the amortization of transferred receivables, subject to having a sufficient amount of eligible receivables. Our utilization and renewal strategies are driven by economic considerations as well as our funding and liquidity needs.
Other Credit Agreements
TMCC has entered into additional bank credit facilities. As of March 31, 2012, TMCC has committed bank credit facilities of $1.5 billion that mature in fiscal 2013 and $650 million that mature in fiscal 2014. An uncommitted bank credit facility in the amount of $500 million matures in fiscal 2013. These agreements contain covenants and conditions customary in transactions of this nature, including negative pledge provisions, cross-default provisions and limitations on consolidations, mergers and sales of assets. These credit facilities were not drawn upon as of March 31, 2012 and March 31, 2011.
We are in compliance with the covenants and conditions of the credit agreements described above.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 12 - Pension and Other Benefit Plans
We are a participating employer in certain retirement and post-retirement health care, life insurance, and other benefits sponsored by Toyota Motor Sales, U.S.A., Inc. (“TMS”), an affiliate. TMS allocates costs to us based on relative payroll costs associated with participating or eligible employees at TMCC compared to the plan as a whole.
Defined Benefit Plan
Our employees are generally eligible to participate in the Toyota Motor Sales, U.S.A., Inc. Pension Plan sponsored by TMS commencing on the first day of the month following hire and are vested after 5 years of continuous employment. Benefits payable under this non-contributory defined benefit pension plan are based upon the employees' years of credited service, the highest average compensation for any 60 consecutive month period out of the last 120 months of employment, and one-half of the highest average fiscal year bonus for the 60 consecutive month period in the last 120 months of employment used to calculate highest average compensation, reduced by an estimated amount of social security benefits.
Retirement plan service costs allocated to TMCC for our employees in the TMS pension plan were $7 million, $9 million and $7 million for fiscal 2012, 2011 and 2010, respectively.
Defined Contribution Plan
Employees are also eligible to participate in the Toyota Motor Sales Savings Plan sponsored by TMS. Participants may elect to contribute up to 30 percent of their base pay on a pre-tax basis, subject to Internal Revenue Code limitations. We match 66 2/3 cents for each dollar the participant contributes, up to 6 percent of base pay. Participants are vested 25 percent each year with respect to our contributions and are fully vested after four years.
Employer contributions to the Toyota Savings Plan were $7 million, $7 million and $6 million for fiscal 2012, 2011 and 2010, respectively.
Other Post-Employment Benefits
In addition, employees are generally eligible to participate in various health and life and other post-retirement benefits sponsored by TMS. In order to be eligible for these benefits, the employee must retire with at least ten years of service and in some cases be at least 55 years of age.
Other post-retirement benefit costs allocated to TMCC were $13 million, $11 million and $9 million for fiscal 2012, 2011 and 2010, respectively.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation between the U.S. federal statutory tax rate and the effective tax rate is as follows:
For fiscal 2011 and 2010, the amounts in Other in the table above include benefits from the reduction of deferred tax due to the anticipated reduction in future state tax effective rates. In addition, for fiscal 2012 and 2011, the amounts in Other include benefits due to state hybrid vehicle credits. Finally, for fiscal 2012, amounts in Other include adjustments for the differences between the income tax accrued in the prior year as compared with the actual liability on the income tax returns as filed, as well as an increase in the state effective tax rate used to value the net state deferred tax liabilities.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We have deferred tax assets related to our cumulative federal net operating loss carryforwards of $1,043 million and $1,418 million available at March 31, 2012 and March 31, 2011, respectively. The federal net operating loss carryforwards expire beginning in fiscal 2029 through fiscal 2031. At March 31, 2012, we have a deferred tax asset of $61 million for state tax net operating loss carryforwards which expire in fiscal 2013 through fiscal 2031. At March 31, 2011, we had deferred tax assets of $51 million for state tax net operating loss carryforwards which expire in fiscal 2012 through fiscal 2030. In addition, at March 31, 2012 and March 31, 2011, we have deferred tax assets for federal and state hybrid credits of $50 million. The state tax net operating loss and state hybrid credits are reduced by a valuation allowance of $4 million at March 31, 2012 and 2011. Apart from the valuation allowance, we believe that the remaining deferred tax assets will be realized in full. We received net tax refunds of $112 million in fiscal 2012 and paid net taxes of $35 million in fiscal 2011.
We have made an assertion of permanent reinvestment of earnings from our foreign subsidiary; as a result, U.S. taxes have not been provided for unremitted earnings of our foreign subsidiary. At March 31, 2012 these unremitted earnings totaled $152 million. Determination of the amount of the deferred tax liability is not practicable, and accordingly no estimate of the unrecorded deferred tax liability is provided.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 13 - Income Tax Provision (Continued)
At March 31, 2012 and March 31, 2011, the receivable for our share of the income tax in those states where we filed consolidated or combined returns with TMA and its subsidiaries was $6 million and $2 million, respectively.
The guidance for the accounting and reporting for income taxes requires us to assess tax positions in cases where the interpretation of the tax law may be uncertain.
The change in unrecognized tax benefits in fiscal 2012, 2011 and 2010 are as follows:
At March 31, 2012, 2011 and 2010, approximately $2 million of the respective unrecognized tax benefits at each year end would, if recognized, have an effect on the effective tax rate. The deductibility of the remaining amount of the respective unrecognized tax benefits is highly certain, but there is uncertainty about the timing of such deductibility. The increase in unrecognized tax benefits during fiscal 2012 did not have an effect on the effective tax rate.
We accrue interest, if applicable, related to uncertain income tax positions in interest expense. Statutory penalties, if applicable, accrued with respect to uncertain income tax positions are recognized as an addition to the income tax liability. For each of fiscal 2012, 2011, and 2010, less than $1 million was accrued for interest and no penalties were accrued.
As of March 31, 2012, we remain under IRS examination for fiscal 2012 and 2011. The IRS examination for fiscal 2007 through 2009 was concluded in the fourth quarter of fiscal 2011 with a refund of $105 million plus interest received during the first quarter of fiscal 2012. The IRS examination for fiscal 2010 was concluded in the first quarter of fiscal 2012.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Minimum lease commitments include $44 million and $51 million in facilities lease commitments with affiliates at March 31, 2012 and 2011, respectively. Wholesale financing demand note facilities are not considered to be contractual commitments as they are not binding arrangements under which TMCC is required to perform. At March 31, 2012 and 2011, wholesale financing demand note facilities outstanding were $6.6 billion and $6.3 billion, respectively.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 14 - Commitments and Contingencies (Continued)
Commitments
We provide fixed and variable rate credit facilities to vehicle and industrial equipment dealers. These credit facilities are typically used for facilities refurbishment, real estate purchases, and working capital requirements. These loans are generally collateralized with liens on real estate, vehicle inventory, and/or other dealership assets, as appropriate. We obtain a personal guarantee from the vehicle or industrial equipment dealer or a corporate guarantee from the dealership when deemed prudent. Although the loans are typically collateralized or guaranteed, the value of the underlying collateral or guarantees may not be sufficient to cover our exposure under such agreements. We price the credit facilities to reflect the credit risks assumed in entering into the credit facility. Amounts drawn under these facilities are reviewed for collectability on a quarterly basis, in conjunction with our evaluation of the allowance for credit losses. We also provide financing to various multi-franchise dealer organizations, often as part of a lending consortium, for wholesale, working capital, real estate, and business acquisitions. Of the total credit facility commitments available to vehicle and industrial equipment dealers, $5.8 billion and $5.2 billion was outstanding at March 31, 2012 and March 31, 2011, respectively, and was recorded in Finance receivables, net in the Consolidated Balance Sheet.
We are party to a 15-year lease agreement with TMS for our headquarters location in the TMS headquarters complex in Torrance, California. Total rental expense including payments to affiliates was $23 million for each of fiscal 2012, 2011 and 2010.
Guarantees and Other Contingencies
TMCC has guaranteed bond obligations totaling $100 million in principal that were issued by Putnam County, West Virginia and Gibson County, Indiana to finance the construction of pollution control facilities at manufacturing plants of certain TMCC affiliates. The bonds mature in the following fiscal years ending March 31: 2028 - $20 million; 2029 - $50 million; 2030 - $10 million; 2031 - $10 million; and 2032 - $10 million. TMCC would be required to perform under the guarantees in the event of non-payment on the bonds and other related obligations. TMCC is entitled to reimbursement by the affiliates for any amounts paid. TMCC receives an annual fee of $78 thousand for guaranteeing such payments. TMCC has not been required to perform under any of these affiliate bond guarantees as of March 31, 2012 and 2011.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 14 - Commitments and Contingencies (Continued)
Indemnification
In the ordinary course of business, we enter into agreements containing indemnification provisions standard in the industry related to several types of transactions, including, but not limited to, debt funding, derivatives, securitization transactions, and our vendor and supplier agreements. Performance under these indemnities would occur upon a breach of the representations, warranties or covenants made or given, or a third party claim. In addition, we have agreed in certain debt and derivative issuances, and subject to certain exceptions, to gross-up payments due to third parties in the event that withholding tax is imposed on such payments. In addition, certain of our funding arrangements would require us to pay lenders for increased costs due to certain changes in laws or regulations. Due to the difficulty in predicting events which could cause a breach of the indemnification provisions or trigger a gross-up or other payment obligation, we are not able to estimate our maximum exposure to future payments that could result from claims made under such provisions. We have not made any material payments in the past as a result of these provisions, and as of March 31, 2012, we determined that it is not probable that we will be required to make any material payments in the future. As of March 31, 2012 and 2011, no amounts have been recorded under these indemnifications.
Litigation
Various legal actions, governmental proceedings and other claims are pending or may be instituted or asserted in the future against us with respect to matters arising in the ordinary course of business. Certain of these actions are or purport to be class action suits, seeking sizeable damages and/or changes in our business operations, policies and practices. Certain of these actions are similar to suits that have been filed against other financial institutions and captive finance companies. We perform periodic reviews of pending claims and actions to determine the probability of adverse verdicts and resulting amounts of liability. We establish accruals for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. When we are able, we also determine estimates of reasonably possible loss or range of loss, whether in excess of any related accrued liability or where there is no accrued liability. Given the inherent uncertainty associated with legal matters, the actual costs of resolving legal claims and associated costs of defense may be substantially higher or lower than the amounts for which accruals have been established. Based on available information and established accruals, we do not believe it is reasonably possible that the results of these proceedings, in the aggregate, will have a material adverse effect on our consolidated financial condition or results of operations.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15 - Related Party Transactions
The tables below summarize amounts included in our Consolidated Statement of Income and in our Consolidated Balance Sheet under various related party agreements or relationships:
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15 - Related Party Transactions (Continued)
Financing Support Provided by Parent and Affiliates
Credit Support Agreements and Fees Incurred
TMC and TFSC entered into a credit support agreement (the “TMC Credit Support Agreement”) under which TMC has agreed to certain ownership, net worth maintenance, and debt service provisions in support of TFSC operations. The agreement is not a guarantee by TMC of any securities or obligations of TFSC. TMC’s obligations under the agreement rank pari passu with its senior unsecured term debt obligations.
TFSC and TMCC entered into a credit support agreement (the “TFSC Credit Support Agreement”). Under this agreement, TFSC agreed to certain ownership, subsidiary net worth maintenance, and debt service provisions similar to those under the TMC Credit Support Agreement. This agreement is not a guarantee by TFSC of any securities or other obligations of TMCC.
The TMC Credit Support Agreement and the TFSC Credit Support Agreement are governed by, and construed in accordance with, the laws of Japan.
TCPR is the beneficiary of a credit support agreement with TFSC containing provisions similar to the TFSC Credit Support Agreement described above. This agreement is not a guarantee by TFSC of any securities or other obligations of TCPR.
In addition, TMCC has entered into an agreement to pay TFSC a semi-annual fee based on a fixed rate applied to the weighted average outstanding amount of bonds and other liabilities or securities entitled to credit support. Credit support fees incurred under this agreement were $33 million, $34 million, and $39 million for fiscal 2012, 2011, and 2010, respectively.
TFSA-TMCC Credit Agreement
TMCC and TFSA are parties to a promissory note under which TFSA can make financing available to TMCC up to $200 million. This agreement is the reciprocal to the TMCC-TFSA Credit Agreement discussed below. The terms are determined at the time of each loan based on business factors and market conditions. The amounts of the note payable to TFSA were $61 million as of March 31, 2012 and 2011.
TFSC Conduit Finance Agreements
TMCC and TFSC have entered into conduit finance agreements under which TFSC passes along to TMCC certain funds that TFSC receives from other financial institutions solely for the benefit of TMCC. The aggregate amounts payable under these agreements were approximately $2.2 billion and $4.2 billion as of March 31, 2012 and 2011, respectively. Included in the balances reported as of March 31, 2012 and 2011 are $169 million and $165 million, respectively, of carrying value adjustments for foreign currency exchange losses for portions of the debt denominated in foreign currency.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15 - Related Party Transactions (Continued)
TMFNL-TMCC Loan Agreement
TMCC is a party to an uncommitted loan finance agreement with Toyota Motor Finance (Netherlands) B.V. (“TMFNL”) under which TMFNL may make loans to TMCC in amounts not to exceed €1 billion euro. The terms are determined at the time of each loan based on business factors and market conditions. There were no amounts payable to TMFNL under this agreement as of March 31, 2012 and 2011.
TFSC-TMCC Loan Agreement
TMCC is party to an uncommitted loan finance agreement with TFSC under which TFSC may make funds available to TMCC. The terms are determined at the time of each loan based on business factors and market conditions. There were no amounts payable to TFSC under this agreement as of March 31, 2012 and 2011.
TCCI-TMCC Loan Agreement
TMCC and Toyota Credit Canada Inc. (“TCCI”) are parties to an uncommitted loan finance agreement under which TCCI may make loans to TMCC, in amounts not to exceed Canadian Dollars (“CAD”) $1.5 billion. The terms are determined at the time of each loan based on business factors and market conditions. There were no amounts outstanding as of March 31, 2012 and 2011.
Financing Support Provided to Affiliates
TMCC-TFSB Loan Agreement
TMCC and Toyota Financial Savings Bank (“TFSB”) have entered into a promissory note which establishes a loan facility allowing TFSB to borrow up to $400 million with terms up to 10 years. There were no amounts outstanding at March 31, 2012. The amount of the note receivable from TFSB at March 31, 2011 was $27 million.
TMCC-TCCI Loan Agreement
TMCC and TCCI are parties to an uncommitted loan finance agreement under which TMCC may make loans to TCCI, in amounts not to exceed CAD $2.5 billion. The terms are determined at the time of each loan based on business factors and market conditions. There were no amounts outstanding at March 31, 2012. The amount of the note receivable from TCCI at March 31, 2011 was $0.3 billion.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15 - Related Party Transactions (Continued)
TMCC-TMFNL Loan Agreement
TMCC is a party to an uncommitted loan finance agreement with TMFNL under which TMCC may make loans to TMFNL in amounts not to exceed €1 billion euro. This agreement is reciprocal to the TMFNL-TMCC Loan Agreement discussed above. The terms are determined at the time of each loan based on business factors and market conditions. The amount outstanding at March 31, 2012 and March 31, 2011 were $381 million and $350 million, respectively.
TMCC-TFSMX Loan Agreement
TMCC and Toyota Financial Services Mexico, S.A. de C.V. (“TFSMX”) are parties to an uncommitted loan finance agreement under which TMCC may make loans to TFSMX, in amounts not to exceed $500 million. The terms are determined at the time of each loan based on business factors and market conditions. There were no amounts outstanding at March 31, 2012 and 2011.
TMCC-TFSA Credit Agreement
TMCC and TFSA are parties to a promissory note under which TMCC can make financing available to TFSA up to $200 million. This agreement is reciprocal to the TFSA-TMCC Credit Agreement discussed above. The terms are determined at the time of each loan based on business factors and market conditions. Advances to TFSA are recorded as reductions of retained earnings and are reclassified to intercompany receivables upon TFSA’s settlement of its advances from TMCC. There were no amounts outstanding at March 31, 2012 and 2011.
TMCC-BTB Loan Agreement
TMCC is a party to an uncommitted loan finance agreement with Banco Toyota do Brasil (“BTB”) under which TMCC may make loans to BTB in amounts not to exceed $300 million. The terms are determined at the time each loan is made based on business factors and market conditions. Notes receivable from BTB at March 31, 2012 was $121 million. There was no amount outstanding at March 31, 2011.
TMCC-TFA Loan Agreement
TMCC is a party to an uncommitted loan finance agreement with Toyota Finance Australia Limited (“TFA”) under which TMCC may make loans to TFA in amounts not to exceed $1.0 billion, and TFA may make loans to TMCC in amounts not to exceed $1.0 billion. The terms are determined at the time each loan is made based on business factors and market conditions. Notes receivable from TFA at March 31, 2012 was $550 million. There was no amount outstanding at March 31, 2011.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15 - Related Party Transactions (Continued)
Notes Receivable under Home Loan Programs
Under two home loan programs, certain officers, directors, other members of our management, and relocated employees have received mortgage loans from TMCC secured by residential real property. Mortgage loans outstanding under these programs were $19 million and $21 million as of March 31, 2012 and 2011, respectively. Loans under these programs from TMCC to directors and executive officers were made prior to July 30, 2002 and thus were grandfathered under the Sarbanes-Oxley Act of 2002.
Accounts Receivable from Affiliates
Receivables with affiliates represent wholesale financing to certain dealerships owned by affiliates. Outstanding receivables with affiliates were $17 million and $18 million at March 31, 2012 and 2011, respectively.
Financial Guarantees Issued on Behalf of Affiliates
TMCC has guaranteed the payments of principal and interest with respect to the bonds of manufacturing facilities of certain affiliates. The nature, business purpose, and amounts of these guarantees are described in Note 14 - Commitments and Contingencies.
TFSB Master Participation Agreement
TMCC and TFSB are parties to a master participation agreement pursuant to which TMCC agreed to purchase up to $60 million per year of participations in certain residential mortgage loans originated by TFSB that meet specified credit underwriting guidelines, not to exceed $150 million over a three year period. At March 31, 2012 and 2011, there were $54 million and $50 million, respectively, in loan participations that had been purchased by TMCC under this agreement.
Shared Services and Operational Support Provided by Affiliates
TFSC-TMCC/TCPR Service Agreement
TMCC and TCPR are each parties to a service agreement with TFSC under which TFSC provides services related to monitoring, management and report preparation for funding and risk management activities, services related to information technology and services related to bank and investor relationships. The total amount paid by TMCC and TCPR under these agreements for services provided during fiscal 2012, 2011 and 2010 was $1 million.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15 - Related Party Transactions (Continued)
Accounts Payable to Affiliates
TMCC and TCPR provide wholesale financing to vehicle dealers, and as a result of funding the loans, have payables to TMS and Toyota de Puerto Rico Corp (“TDPR”), respectively. TMCC also provides wholesale financing to industrial equipment dealers, and as a result has payables to TMHU and HINO. At March 31, 2012, all amounts with affiliates are presented net. Payables to affiliates were $58 million and $242 million at March 31, 2012 and 2011, respectively.
Lease Arrangements
We are party to a 15-year lease agreement with TMS for our headquarters location in the TMS headquarters complex in Torrance, California. The lease commitments are described in Note 14 - Commitments and Contingencies.
Subvention Receivables from Affiliates, Deferred Subvention Income from Affiliates, and Manufacturer’s Subvention Support and Other Revenues
Subvention receivables represent amounts due from TMS and other affiliates in support of retail, lease, and industrial equipment subvention programs offered by TMCC. Deferred subvention income represents the unearned portion of amounts received from these transactions, and manufacturers’ subvention support and other revenues primarily represent the earned portion of such amounts. Revenues under these arrangements were $949 million, $965 million, and $782 million for fiscal 2012, 2011 and 2010, respectively.
Shared Services Charges and Other Expenses
TMCC and TMS are parties to a Shared Services Agreement which covers certain technological and administrative services, such as information systems support, facilities, insurance coverage, and corporate services provided by each entity to the other. Fees incurred under this shared services agreement and other expenses were $44 million, $47 million, and $38 million for fiscal 2012, 2011 and 2010, respectively.
Stock-Based Compensation
On a quarterly basis, TMC allocates to TMCC its portion of the consolidated stock-option expense determined in accordance with accounting guidance for stock-based compensation. The amount allocated to TMCC is based on the number of options granted to TMCC executives. Stock-based compensation incurred under this plan was $2 million for fiscal 2012 and $1 million for both fiscal 2011 and 2010.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15 - Related Party Transactions (Continued)
TFSB Expense Reimbursement Agreement
TMCC and TFSB are parties to an expense reimbursement agreement which provides that TMCC will reimburse certain expenses incurred by TFSB in connection with providing certain financial products and services to TMCC’s customers and dealers in support of TMCC’s customer loyalty strategy and programs. Expenses incurred by TMCC under this agreement for fiscal 2012 and 2011 were $13 million and $17 million, respectively. No similar expenses were reimbursed under this agreement in fiscal 2010.
TFSA Expense Reimbursement Agreement
TMCC and TFSA are parties to an expense reimbursement agreement which provides that TMCC reimburse certain expenses incurred by TFSA, the parent of TMCC and TFSB, with respect to costs related to TFSB’s credit card rewards program. Expenses incurred by TMCC under this agreement for fiscal 2012 and 2011 were $9 million and $11 million, respectively. No similar expenses were reimbursed under this agreement for fiscal 2010.
TMS Expense Reimbursement Agreement
TMCC and TMS were parties to a one year expense reimbursement agreement which provided that TMCC reimburse a portion of certain sales and marketing expenses incurred by TMS during fiscal 2011 for brand and sales support. Expenses incurred by TMCC under this agreement for fiscal 2011 were $217 million.
Shared Services and Operational Support Provided to Affiliates
TFSB Shared Services Agreement
TMCC and TFSB are parties to a shared services agreement. Under the agreement, TMCC provides certain services to TFSB, including certain marketing, administrative, systems, and operational support in exchange for TFSB making available certain financial products and services to TMCC’s customers and dealers meeting TFSB’s credit standards. Revenues associated with this agreement were not material for fiscal 2012, 2011 and 2010.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15 - Related Party Transactions (Continued)
Americas Region Shared Services Agreement
TMCC is a party to a shared services agreement with TCPR, TCCI, TFSMX, Toyota Compania Financiera de Argentina S.A. (“TCFA”), Toyota Services de Venezuela , C.A. (“TSV”) and Banco Toyota do Brasil S.A. (“BTB”). Under the agreement, TMCC provides certain services to TCPR, TCCI, TFSMX, TCFA, TSV and BTB including certain administrative, systems and operational support. Revenues associated with this agreement were $3 million for each of fiscal 2012, 2011 and 2010.
Leases to Affiliates
Leases to affiliates represent the investment in operating leases of vehicle and industrial equipment leased to Toyota Logistics Services and other affiliates. Investments in operating leases to affiliates were $4 million and $5 million at March 31, 2012 and 2011, respectively. Revenues associated with these leases were not material for fiscal 2012, 2011 and 2010.
Employee Benefits Expense
Employees of TMCC are generally eligible to participate in the TMS pension plan and other employee benefit plans sponsored by TMS. Employee benefits expenses incurred under these agreements were $27 million, $27 million, and $22 million for fiscal 2012, 2011 and 2010, respectively. Refer to Note 12 - Pension and Other Benefit Plans for a discussion of the TMS-sponsored pension and savings plans and other employee benefits.
Affiliate Insurance Premiums, and Contract Revenues
Affiliate insurance premiums and contract revenues primarily represent revenues from TMIS for administrative services and various types of coverage provided to TMS and affiliates. This includes contractual indemnity coverage and related administrative services for TMS’ certified pre-owned vehicle program and the umbrella liability policy. TMIS provides umbrella liability insurance to TMS and affiliates covering certain dollar value layers of risk above various primary or self-insured retentions. On all layers in which TMIS has provided coverage, 99 percent of the risk has been ceded to various reinsurers. During fiscal 2012, TMIS began providing property deductible reimbursement insurance to TMS and affiliates covering losses incurred under their primary policy.
Premiums and contract revenues are reflected within the Related Party Transaction Table. Affiliate agreements issued were $124 million for both fiscal 2012 and 2011 and $103 million for fiscal 2010.
TMIS provided prepaid maintenance and vehicle service coverage to TMS in support of special sales and customer loyalty efforts until the programs were discontinued in fiscal 2011. TMIS continues to recognize contract revenue related to agreements issued prior to program discontinuation as reflected within the Related Party Transaction Table. Affiliate agreements issued were $179 million and $10 million for fiscal 2011 and 2010, respectively.
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 16 - Segment Information
Our reportable segments include finance and insurance operations. Finance operations include retail installment sales, leasing, and dealer financing provided to authorized vehicle and industrial equipment dealers and their customers in the U.S. and Puerto Rico. Insurance operations are performed by TMIS and its subsidiaries. The principal activities of TMIS include marketing, underwriting, and claims administration related to covering certain risks of vehicle dealers and their customers in the U.S. The finance and insurance operations segment information presented below includes allocated corporate expenses for the respective segments. The accounting policies of the operating segments are the same as those described in Note 1 - Summary of Significant Accounting Policies.
Financial information for our reportable operating segments for the years ended or at March 31 is summarized as follows:
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other income is comprised of insurance earned premiums and contract revenues as well as net investment and other income. Expenses include operating and administrative expenses as well as insurance losses and loss adjustment expenses.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There is nothing to report with regard to this item.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain “disclosure controls and procedures” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the rules and regulations of the Securities and Exchange Commission (“SEC”). Disclosure controls and procedures are designed to ensure that information required to be disclosed in our Exchange Act reports is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
Our CEO and CFO evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and concluded that our disclosure controls and procedures were effective as of March 31, 2012.
Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.
Management conducted, under the supervision of our CEO and CFO, an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, management concluded that as of March 31, 2012, our internal control over financial reporting was effective based upon the COSO criteria.
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by our independent registered public accounting firm.
During fiscal 2012, the Company completed the implementation of a new loan and lease origination system. This new system automates certain validations previously executed manually in the contract acquisition process.
There have been no other changes in our internal control over financial reporting that occurred during the three months ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
TMCC has omitted certain information in this section pursuant to General Instruction I(2) of Form 10-K.
The following table sets forth certain information regarding the directors and executive officers of TMCC as of April 30, 2012.
Name
Age
Position
George E. Borst
Director, President and Chief Executive Officer, TMCC;
Director, President and Chief Operating Officer, TFSA;
Director, TFSC
Kiyohisa Funasaki
Director, Executive Vice President and
Treasurer, TMCC;
Director, Executive Vice President and
Treasurer, TFSA
David Pelliccioni
Director, Senior Vice President and
Chief Administrative Officer and Secretary, TMCC
Chris Ballinger
Group Vice President and Chief Financial Officer, TMCC;
Group Vice President and Chief Financial Officer, TFSA
Ron Chu
Vice President, Accounting & Tax, TMCC;
Vice President, Tax, TFSA
Yoshimi Inaba
Director, TMCC;
Director, Chairman, TMS
Takuo Sasaki
Director, TMCC;
Director, Chairman of the Board and Chief Executive Officer, TFSA;
Representative Director, President and Chief Executive Officer, TFSC
James E. Lentz III
Director, TMCC;
Director, President, and CEO, TMS
Eiji Hirano
Director, TMCC;
Director and Executive Vice President, TFSC
Takahiko Ijichi
Director, TMCC;
Director, Senior Managing Officer, TMC
All directors of TMCC are elected annually and hold office until their successors are elected and qualified. Officers are elected annually and serve at the discretion of the Board of Directors.
Mr. Borst was named Director, President, and Chief Executive Officer of TMCC in October 2000. Mr. Borst was named Director, President, and Chief Operating Officer of TFSA in April 2004. Mr. Borst was named Director of TFSC in June 2003. From August 2000 to March 2004, Mr. Borst served as Director, Secretary, and Chief Financial Officer of TFSA. Mr. Borst has been employed with TMCC and TMS, in various positions, since 1985.
Mr. Funasaki was named Director, Executive Vice President and Treasurer of TMCC and Director, Executive Vice President and Treasurer of TFSA in January 2012. From January 2011 to December 2011, Mr. Funasaki served as General Manager of the Financial Accounting Department, Accounting Division of TMC, and from January 2008 to December 2010, General Manager of the Financial Reporting Department, Accounting Division of TMC. Prior to that time, from January 2007 to December 2007, he served as Project General Manager of the Affiliated Companies Finance Division of TMC. Mr. Funasaki first joined TMC in 1985.
Mr. Pelliccioni was named Group Vice President and Secretary of TMCC in January 2002 and became a Director in May 2002. In July 2008, he was named Senior Vice President and Chief Administrative Officer. From January 2007 to July 2008, Mr. Pelliccioni served as Senior Vice President-Sales, Marketing and Operations. From January 2002 to January 2007, he was Group Vice President-Sales, Marketing and Operations. From June 2001 to January 2002, Mr. Pelliccioni was Vice President-Sales, Marketing and Operations. From April 1999 to June 2001, he was Vice President-Field Operations. Mr. Pelliccioni has been employed with TMCC and TMS, in various positions, since 1988.
Mr. Ballinger was named Group Vice President and Chief Financial Officer of TMCC in September 2008 and Group Vice President and Chief Financial Officer of TFSA in October 2008. Mr. Ballinger was promoted to Group Vice President of TMCC in December 2006, and he also assumed the responsibility for Global Treasury for Toyota Financial Services Corporation at that time. Mr. Ballinger joined TMCC in September 2003 as Corporate Manager - Treasury, overseeing the Financial Risk Management, Sales and Trading, Capital Markets and Cash Management groups. Prior to joining TMCC, he served as Assistant Treasurer for Providian Financial and Senior Vice President of Treasury for Bank of America.
Mr. Chu was named Vice President, Accounting & Tax of TMCC in June 2010. Mr. Chu was named Vice President, Tax of TFSA in April 2011. From September 2007 to June 2010, Mr. Chu served as Corporate Manager, Tax. Mr. Chu joined TMCC in March 2002 as National Manager, Tax. Prior to joining TMCC, he served as Director of Tax for Asia Global Crossing and Senior Manager for KPMG, LLP, in Los Angeles. Mr. Chu is a Certified Public Accountant licensed in California.
In April 2012, Mr. Inaba was named Chairman of TMS and serves as an executive advisor for TMC. Mr. Inaba was Chairman and CEO of TMS from June 2009 to April 2012, and Director of TMC from June 2009 to June 2011. From June 2007 to June 2009, Mr. Inaba served as president and chief executive officer of Central Japan International Airport Co., Ltd. Mr. Inaba was first named to TMC’s Board of Directors in 1997 (with managing director status) where he oversaw European and African operations. In 1999, Mr. Inaba moved back to the U.S. to become president of TMS, and in June 2003, he was made a senior managing director at TMC. In June 2005, he became an executive vice president, focusing on Toyota’s Chinese operations. Mr. Inaba first joined TMC in 1968.
Mr. Sasaki was named Director of TMCC in June 2009 and Director, Chairman of the Board and Chief Executive Officer of TFSA in July 2011. Mr. Sasaki served as Managing Officer of TMC from June 2009 to June 2011 until he was named to his current position of Representative Director, President and Chief Executive Officer of TFSC in June 2011. Prior to that time, Mr. Sasaki served as General Manager, Accounting Division of TMC from September 2006 to June 2009. Mr. Sasaki first joined TMC in 1980.
Mr. Lentz was named President and Chief Executive Officer of TMS in April 2012 after having served as President and Chief Operating Officer of TMS since November 2007. Mr. Lentz is currently a Director of TMCC and TMS and prior to his promotion to President, he served as Executive Vice President of TMS from July 2006 to November 2007. Prior to this, he held the positions of Group Vice President - Toyota Division from April 2005 to July 2006, Group Vice President Marketing from April 2004 to April 2005 and Vice President Marketing from December 2002 to March 2004. In addition, from 2001 to 2002 Mr. Lentz was the Vice President of Scion. From 2000 to 2001, Mr. Lentz was the Vice President and General Manager of the Los Angeles Region. Mr. Lentz has been employed with TMS, in various positions, since 1982.
Mr. Hirano was named as a Director of TFSC and Executive Vice President in June 2006. He was named as a Director of TMCC in September 2007. From June 2002 to June 2006 he served as Assistant Governor at the Bank of Japan.
Mr. Ijichi was named Director of TMCC in July 2011. Mr. Ijichi was named Director, Senior Managing Officer of TMC in June 2011. Prior to that time, he served as Senior Managing Director of TMC from June 2008 to June 2011, and Managing Officer of TMC from June 2004 to June 2008. Mr. Ijichi first joined TMC in 1976.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
TMCC has omitted this section pursuant to General Instruction I(2) of Form 10-K.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
TMCC has omitted this section pursuant to General Instruction I(2) of Form 10-K.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
TMCC has omitted this section pursuant to General Instruction I(2) of Form 10-K.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table represents aggregate fees billed to us by PricewaterhouseCoopers LLP, an independent registered public accounting firm.
Audit fees include the audits of our consolidated financial statements included in our Annual Reports on Form 10-K, reviews of our consolidated financial statements included in our Quarterly Reports on Form 10-Q, and providing comfort letters, consents and other attestation reports in connection with our funding transactions.
Audit related fees include post-implementation reviews of accounting systems and assistance with interpretation of accounting guidance.
Tax fees primarily include tax reporting software license fees, tax planning services, assistance in connection with tax audits, and tax compliance system license fees.
Other fees include industry research, translation services performed in connection with our funding transactions, and information systems review.
Auditor Fees Pre-approval Policy
The Audit Committee has adopted a formal policy concerning approval of both audit and non-audit services to be provided by our independent registered public accounting firm. The policy requires that all services provided to us by PricewaterhouseCoopers LLP, our independent registered public accounting firm, including audit services and permitted audit-related and non-audit services, be pre-approved by the Audit Committee. All the services provided in fiscal 2012 and 2011 were pre-approved by the Audit Committee.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1)Financial Statements
Included in Part II, “Item 8. Financial Statements and Supplementary Data” of this Form 10-K on pages 66 through 138.
(a)(2)Financial Statements Schedules
Schedules have been omitted because they are not applicable, the information required to be contained in them is disclosed in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Credit Risk” and “Item 8. Financial Statements and Supplementary Data” of this Form 10-K or the amounts involved are not sufficient to require submission.
(b)Exhibits
See Exhibit Index on page 149.
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 MOTOR CREDIT CORPORATION
Date: June 6, 2012
By /S/ GEORGE E. BORST
George E. Borst
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ George E. Borst
George E. Borst
Director, President and
Chief Executive Officer
(Principal Executive Officer)
June 6, 2012
/s/ Kiyohisa Funasaki
Kiyohisa Funasaki
Executive Vice President,
Treasurer and Director
June 6, 2012
/s/ David Pelliccioni
David Pelliccioni
Director
Senior Vice President,
Chief Administrative Officer
and Secretary
June 6, 2012
/s/ Chris Ballinger
Chris Ballinger
Group Vice President and
Chief Financial Officer
(Principal Financial Officer)
June 6, 2012
/s/ Ron Chu
Ron Chu
Vice President,
Accounting and Tax
(Principal Accounting Officer)
June 6, 2012
/s/ Yoshimi Inaba
Yoshimi Inaba
Director
June 6, 2012
/s/ James E. Lentz III
James E. Lentz III
Director
June 6, 2012
Takuo Sasaki
Director
Takahiko Ijichi
Director
Eiji Hirano
Director
EXHIBIT INDEX
Exhibit Number
Description
Method of Filing
3.1
Restated Articles of Incorporation filed with the California Secretary of State on April 1, 2010
(1)
3.2
Bylaws as amended through December 8, 2000
(2)
4.1(a)
Indenture dated as of August 1, 1991 between TMCC and The Chase Manhattan Bank, N.A
(3)
4.1(b)
First Supplemental Indenture dated as of October 1, 1991 among TMCC, Bankers Trust Company and The Chase Manhattan Bank, N.A
(4)
4.1(c)
Second Supplemental Indenture, dated as of March 31, 2004, among TMCC, JPMorgan Chase Bank (as successor to The Chase Manhattan Bank, N.A.) and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company)
(5)
4.1(d)
Third Supplemental Indenture, dated as of March 8, 2011 among TMCC, The Bank of New York Mellon Trust Company, N.A., as trustee, and Deutsche Bank Trust Company Americas, as trustee.
(6)
4.1(e)
Agreement of Resignation and Acceptance dated as of April 26, 2010 between Toyota Motor Credit Corporation, The Bank of New York Mellon and The Bank of New York Trust Company, N.A.
(1)
4.2
Amended and Restated Agency Agreement, dated September 16, 2011, among Toyota Motor Credit Corporation, Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited and The Bank of New York Mellon.
(7)
______________
(1)
Incorporated herein by reference to the same numbered Exhibit filed with our Annual Report on Form 10-K for the fiscal year ended March 31, 2010, Commission File Number 1-9961.
(2)
Incorporated herein by reference to the same numbered Exhibit filed with our Quarterly Report on Form 10-Q for the three months ended December 31, 2000, Commission File Number 1-9961.
(3)
Incorporated herein by reference to Exhibit 4.1(a), filed with our Registration Statement on Form S-3, File Number 33-52359.
(4)
Incorporated herein by reference to Exhibit 4.1 filed with our Current Report on Form 8-K dated October 16, 1991, Commission File Number 1-9961.
(5)
Incorporated herein by reference to Exhibit 4.1(c) filed with our Registration Statement on Form S-3, Commission File No. 333-113680.
(6)
Incorporated herein by reference to Exhibit 4.2 filed with our Current Report on Form 8-K dated March 9, 2011, Commission File Number 1-9961.
(7)
Incorporated herein by reference to Exhibit 4.1 filed with our Current Report on Form 8-K dated September 16, 2011, Commission File Number 1-9961.
EXHIBIT INDEX
Exhibit Number
Description
Method of Filing
4.3(a)
Sixth Amended and Restated Agency Agreement dated September 28, 2006, among TMCC, JP Morgan Chase Bank, N.A. and J.P. Morgan Bank Luxembourg S.A.
(8)
4.3(b)
Amendment No.1, dated as of March 4, 2011, to the Sixth Amended and Restated Agency Agreement among TMCC, The Bank of New York Mellon, acting through its London branch, as agent, and The Bank of New York Luxembourg S.A., as paying agent.
(9)
4.4
TMCC has outstanding certain long-term debt as set forth in Note 9 - Debt of the Notes to Consolidated Financial Statements. Not filed herein as an exhibit, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934, is any instrument which defines the rights of holders of such long-term debt, where the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of TMCC and its subsidiaries on a consolidated basis. TMCC agrees to furnish copies of all such instruments to the Securities and Exchange Commission upon request.
10.1
364 Day Credit Agreement, dated as of February 28, 2012, among Toyota Motor Credit Corporation, (“TMCC”), Toyota Credit de Puerto Rico Corp. (“TCPR”), Toyota Motor Finance (Netherlands) B.V. (“TMFNL”), Toyota Financial Services (UK) PLC (“TFS(UK)”), Toyota Leasing GMBH (“TLG”), Toyota Credit Canada Inc. (“TCCI”) and Toyota Kreditbank GMBH (“TKG”), as Borrowers, each lender party thereto, and BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP Paribas Securities Corp., (“BNPP Securities”), Citigroup Global Markets Inc. (“CGMI”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”) and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) as Joint Lead Arrangers and Joint Book Managers, Citibank, N.A. (“Citibank”) and Bank of America, N.A. (“Bank of America”), as Swing Line Lenders, and Citibank, Bank of America, and BTMU as Syndication Agents.
(10)
10.2(a)
Three Year Credit Agreement, dated as of March 1, 2011, among TMCC, TCPR, TMFNL, TFS(UK), TLG, TCCI and TKG as Borrowers, each lender party thereto, and BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNPP Securities, CGMI, MLPFS, and BTMU, as Joint Lead Arrangers and Joint Book Managers, Citibank and Bank of America, as Swing Line Lenders, and Citibank, Bank of America, and BTMU as Syndication Agents.
(11)
______________
(8)
Incorporated herein by reference to Exhibit 4.1 filed with our Current Report on Form 8-K dated September 28, 2006, Commission File No. 1-9961.
(9)
Incorporated herein by reference to Exhibit 4.1 of our Current Report on Form 8-K dated March 4, 2011, Commission File No. 1-9961.
(10)
Incorporated herein by reference to Exhibit 10.1 filed with our Current Report on Form 8-K dated February 28, 2012, Commission File No. 1-9961.
(11)
Incorporated herein by reference to Exhibit 10.2 filed with our Current Report on Form 8-K dated March 1, 2011, Commission File No. 1-9961.
EXHIBIT INDEX
Exhibit Number
Description
Method of Filing
10.2(b)
Amendment No. 1 to the Three Year Credit Agreement, dated as of February 28, 2012, among TMCC, TCPR, TMFNL, TFS(UK), TLG, TCCI and TKG as Borrowers, each lender party thereto, and BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNPP Securities, CGMI, MLPFS, and BTMU, as Joint Lead Arrangers and Joint Book Managers, Citibank and Bank of America, as Swing Line Lenders, and Citibank, Bank of America, and BTMU as Syndication Agents.
(12)
10.3(a)
Five Year Credit Agreement, dated as of March 1, 2011, among TMCC, TCPR, TMFNL, TFS(UK), TLG, TCCI and TKG as Borrowers, each lender party thereto, and BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNPP Securities, CGMI, MLPFS, and BTMU, as Joint Lead Arrangers and Joint Book Managers, Citibank and Bank of America, as Swing Line Lenders, and Citibank, Bank of America, and BTMU as Syndication Agents.
(13)
10.3(b)
Amendment No. 1 to the Five Year Credit Agreement, dated as of February 28, 2012, among TMCC, TCPR, TMFNL, TFS(UK), TLG, TCCI and TKG as Borrowers, each lender party thereto, and BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNPP Securities, CGMI, MLPFS, and BTMU, as Joint Lead Arrangers and Joint Book Managers, Citibank and Bank of America, as Swing Line Lenders, and Citibank, Bank of America, and BTMU as Syndication Agents.
(14)
10.4
Credit Support Agreement dated July 14, 2000 between TFSC and TMC.
(15)
10.5
Credit Support Agreement dated October 1, 2000 between TMCC and TFSC.
(16)
______________
(12)
Incorporated herein by reference to Exhibit 10.2 filed with our Current Report on Form 8-K dated February 28, 2012, Commission File No. 1-9961.
(13)
Incorporated herein by reference to Exhibit 10.3 filed with our Current Report on Form 8-K dated March 1, 2011, Commission File No. 1-9961.
(14)
Incorporated herein by reference to Exhibit 10.3 filed with our Current Report on Form 8-K dated February 28, 2012, Commission File No. 1-9961.
(15)
Incorporated herein by reference to Exhibit 10.9 filed with our Annual Report on Form 10-K for the fiscal year ended September 30, 2000, Commission File No. 1-9961.
(16)
Incorporated herein by reference to Exhibit 10.10 filed with our Annual Report on Form 10-K for the fiscal year ended September 30, 2000, Commission File No. 1-9961.
EXHIBIT INDEX
Exhibit Number
Description
Method of Filing
10.6
Amended and Restated Repurchase Agreement dated effective as of
October 1, 2000, between TMCC and TMS.
(17)
10.7
Shared Services Agreement dated October 1, 2000 between TMCC and TMS.
(18)
10.8(a)
Credit Support Fee Agreement dated March 30, 2001 between TMCC and TFSC.
(19)
10.8(b)
Amendment No. 1 to Credit Support Fee Agreement dated June 17, 2005
between TMCC and TFSC.
(20)
10.9
Form of Indemnification Agreement between TMCC and its directors and officers.
(21)
______________
(17)
Incorporated herein by reference to Exhibit 10.11 filed with our Annual Report on Form 10-K for the fiscal year ended March 31, 2011, Commission File No. 1-9961.
(18)
Incorporated herein by reference to Exhibit 10.12 filed with our Annual Report on Form 10-K for the fiscal year ended September 30, 2000, Commission File No. 1-9961.
(19)
Incorporated herein by reference to Exhibit 10.13(a) filed with our Annual Report on Form 10-K for the fiscal year ended March 31, 2001, Commission File No. 1-9961.
(20)
Incorporated herein by reference to Exhibit 10.13(b) filed with our Annual Report on Form 10-K for the fiscal year ended March 31, 2005, Commission File No. 1-9961.
(21)
Incorporated herein by reference to Exhibit 10.6 filed with our Registration Statement on Form S-1, Commission File No. 33-22440.
EXHIBIT INDEX
Exhibit Number
Description
Method of Filing
12.1
Calculation of ratio of earnings to fixed charges
Filed
Herewith
23.1
Consent of Independent Registered Public Accounting Firm
Filed
Herewith
31.1
Certification of Chief Executive Officer
Filed
Herewith
31.2
Certification of Chief Financial Officer
Filed
Herewith
32.1
Certification pursuant to 18 U.S.C. Section 1350
Furnished Herewith
32.2
Certification pursuant to 18 U.S.C. Section 1350
Furnished Herewith
101.INS
XBRL instance document
Filed
Herewith
101.CAL
XBRL taxonomy extension calculation linkbase document
Filed
Herewith
101.DEF
XBRL taxonomy extension definition linkbase document
Filed
Herewith
101.LAB
XBRL taxonomy extension labels linkbase document
Filed
Herewith
101.PRE
XBRL taxonomy extension presentation linkbase document
Filed
Herewith
101.SCH
XBRL taxonomy extension schema linkbase document
Filed
Herewith