UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1997 ----------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------- -------- Commission file number 1-9961 ---------- TOYOTA MOTOR CREDIT CORPORATION - --------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 95-3775816 - ---------------------------------------- ----------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 19001 S. Western Avenue Torrance, California 90509 - ---------------------------------------- ----------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (310) 787-1310 ----------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of January 31, 1998, the number of outstanding shares of capital stock, par value $10,000 per share, of the registrant was 91,500, all of which shares were held by Toyota Motor Sales, U.S.A., Inc. -1- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TOYOTA MOTOR CREDIT CORPORATION ------------------------------- (Registrant) Date: February 17, 1998 By /S/ GEORGE BORST ------------------------------- George Borst Senior Vice President and General Manager (Principal Executive Officer) Date: February 17, 1998 By /S/ GREGORY WILLIS ------------------------------- Gregory Willis Vice President Finance and Administration (Principal Accounting Officer) -2- Earning Assets - -------------- The composition of TMCC's net earning assets (excluding retail receivables and interests in lease finance receivables sold through securitization transactions), as of the balance sheet dates reported herein and TMCC's vehicle lease and retail contract volume and finance penetration for the three months ended December 31, 1997 and December 31, 1996 are summarized below: December 31, September 30, December 31, 1997 1997 1996 ------------ ------------- ------------ (Dollars in Millions) Vehicle lease Investment in operating leases, net..... $9,883 $10,124 $10,878 Finance leases, net..................... 1,979 1,498 1,216 ------- ------- ------- Total vehicle leases..................... 11,862 11,622 12,094 Vehicle retail finance receivables, net.. 6,199 5,866 5,310 Vehicle wholesale and other receivables.. 1,768 1,434 1,634 Allowance for credit losses.............. (224) (213) (214) ------- ------- ------- Total net earning assets................. $19,605 $18,709 $18,824 ======= ======= ======= Three Months Ended December 31, 1997 1996 ------- ------- Total contract volume: Vehicle lease............................. 62,000 56,000 Vehicle retail............................ 52,000 53,000 ------- ------- Total........................................ 114,000 109,000 ======= ======= TMS sponsored contract volume: Vehicle lease............................. 11,000 19,000 Vehicle retail............................ 4,000 2,000 ------- ------- Total........................................ 15,000 21,000 ======= ======= Retail volume: New volume................................ 30,000 32,000 Used volume............................... 22,000 21,000 ------- ------- Total........................................ 52,000 53,000 ======= ======= Finance penetration (excluding fleet): Vehicle lease............................. 22.4% 21.8% Vehicle retail............................ 10.6% 12.7% ----- ----- Total........................................ 33.0% 34.5% ===== ===== -3- Liquidity and Capital Resources - -------------------------------- The Company requires, in the normal course of business, substantial funding to support the level of its earning assets. Significant reliance is placed on the Company's ability to obtain debt funding in the capital markets in addition to funding provided by earning asset liquidations and cash provided by operating activities as well as transactions through the Company's asset- backed securities programs. Debt issuances have generally been in the form of commercial paper, United States and Euro Medium Term Notes ("MTNs") and Eurobonds. On occasion, this funding has been supplemented by loans and equity contributions from TMS. Commercial paper issuances are used to meet short-term funding needs. Commercial paper outstanding under TMCC's commercial paper program ranged from approximately $1.3 billion to $2.5 billion in the first quarter of fiscal 1998, with an average outstanding balance of $1.7 billion. For additional liquidity purposes, TMCC maintains syndicated bank credit facilities with certain banks which aggregated $2.0 billion at December 31, 1997. No loans were outstanding under any of these bank credit facilities during the first quarter of fiscal 1998. TMCC also maintains, along with TMS, uncommitted, unsecured lines of credit with banks totaling $250 million. At December 31, 1997, TMCC had issued approximately $24 million in letters of credit, primarily related to the Company's insurance operations. Long-term funding requirements are met through the issuance of a variety of debt securities underwritten in both the United States and international capital markets. During the first quarter of fiscal 1998, TMCC issued approximately $877 million of MTNs and Eurobonds all of which had original maturities of one year or more. The original maturities of all MTNs and Eurobonds outstanding at December 31, 1997 ranged from one to eleven years. At December 31, 1997, the amounts outstanding under MTNs and Eurobonds, including the effect of foreign currency translations at December 31, 1997 spot exchange rates, are as follows: Total U.S. and U.S. Foreign Foreign Currency Currency Currency Denominated Denominated Denominated ------------- ------------- ------------- MTNs.............. $5.9 billion $4.1 billion $10.0 billion Eurobonds......... 1.0 billion 2.0 billion 3.0 billion ------------ ------------ ------------- $6.9 billion $6.1 billion $13.0 billion ============ ============ ============= -4-