UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2025~~2026

☐ 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 incorporation or organization)		(I.R.S. Employer Identification No.)

6565 Headquarters Drive Plano, Texas		75024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (469) 486-9300

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Medium-Term Notes, Series B Stated Maturity Date January 11, 2028	TM/28	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: (Title of class) None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     Large accelerated filer

     ☐

       Accelerated filer

     ☐

     Non-accelerated filer

     ☒

     Smaller reporting company

     ☐

     Emerging growth company

     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, ~~2025~~2026, the number of outstanding shares of capital stock, no par value per share, of the registrant was 91,500, all of which shares were held by Toyota Financial Services International Corporation.

Documents incorporated by reference: None

Reduced Disclosure Format

The registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format.

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TOYOTA MOTOR CREDIT CORPORATION

FORM 10-K

For the fiscal year ended March 31, ~~2025~~2026

INDEX
PART I		3
Item 1.	Business	3
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	2425
Item 1C.	Cybersecurity	2425
Item 2.	Properties	2526
Item 3.	Legal Proceedings	2526
Item 4.	Mine Safety Disclosures	2526
PART II		2627
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2627
Item 6.	[Reserved]	2627
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2728
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5556
Item 8.	Financial Statements and Supplementary Data	5960
	Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	5960
	Consolidated Statements of Income	6162
	Consolidated Statements of Comprehensive Income	6162
	Consolidated Balance Sheets	6263
	Consolidated Statements of Shareholder’s Equity	6364
	Consolidated Statements of Cash Flows	6465
	Notes to Consolidated Financial Statements	6566
	Note 1. Basis of Presentation and Significant Accounting Policies	6566
	Note 2. Cash and Cash Equivalents and Investments in Marketable Securities	6769
	Note 3. Finance Receivables, Net	7173
	Note 4. Allowance for Credit Losses	7678
	Note 5. Investments in Operating Leases, Net	7981
	Note 6. Derivatives, Hedging Activities and Interest Expense	8183
	Note 7. Debt and Credit Facilities	8385
	Note 8. Variable Interest Entities	8587
	Note 9. Commitments and Contingencies	8790
	Note 10. Pension and Other Benefit Plans	8992
	Note 11. Income Taxes	9093
	Note 12. Related Party Transactions	9397
	Note 13. Fair Value Measurements	97101
	Note 14. Segment Information	~~103~~107
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	~~106~~110
Item 9A.	Controls and Procedures	~~106~~110
Item 9B.	Other Information	~~106~~110
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~106~~110
PART III		~~107~~111
Item 10.	Directors, Executive Officers and Corporate Governance	~~107~~111
Item 11.	Executive Compensation	~~110~~114
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~110~~114
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~110~~114
Item 14.	Principal Accounting Fees and Services	~~110~~114
PART IV		~~111~~115
Item 15.	Exhibits and Financial Statement Schedules	~~111~~115
Item 16.	Form 10-K Summary	~~115~~119
	Signatures	~~116~~120

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PART I

ITEM 1. BUSINESS

GENERAL

Toyota Motor Credit Corporation (“TMCC”) was incorporated in California in 1982 and commenced operations in 1983. References herein to the “Company”, “we”, “our”, and “us” denote Toyota Motor Credit Corporation and its consolidated subsidiaries. We are wholly-owned by Toyota Financial Services International Corporation (“TFSIC”), 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, Lexus Financial Services, ~~Mazda Financial Services (“MFS”),~~ and Bass Pro Shops Financial Services.

We provide a variety of finance and voluntary vehicle and payment protection products and services to authorized Toyota and Lexus dealers or dealer groups, private label dealers or dealer groups, and to a lesser extent, other domestic and import franchise dealers (collectively referred to as “dealers”) and their customers in the United States of America (the “U.S.”) and Puerto Rico. Our products and services fall primarily into the following categories:

•

Finance Operations - We acquire retail installment sales contracts from dealers in the U.S. and Puerto Rico (“retail contracts”) and leasing contracts accounted for as operating leases (“lease contracts”) from dealers in the U.S. We collectively refer to our retail and lease contracts as the “consumer portfolio.” We also provide dealer financing, including wholesale financing, working capital loans, revolving lines of credit and real estate financing to dealers in the U.S. and Puerto Rico. We collectively refer to our dealer financing portfolio as the “dealer portfolio.”

•

Voluntary Protection Operations - Through Toyota Motor Insurance Services, Inc., a wholly-owned subsidiary, and its insurance company subsidiaries (collectively referred to as “TMIS”), we provide underwriting and claims administration for voluntary vehicle and payment protection products sold by dealers in the U.S. Our voluntary vehicle and payment protection products include prepaid maintenance, vehicle service, guaranteed auto protection, ~~prepaid~~certified ~~maintenance,~~pre-owned ~~excess~~limited ~~wear and use~~warranties, tire and wheel protection, key replacement protection and ~~used~~excess ~~vehicle~~wear ~~limited~~and ~~warranty~~use contracts (“voluntary protection products”). TMIS also provides 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.

Our field operations consist of three regional experience centers (each, an “Experience Center” and together the “Experience Centers”) located in Chandler, Arizona (serving the West region), Plano, Texas (serving the Central region) and Alpharetta, Georgia (serving the East region). Each respective Experience Center maintains dealer service functions and customer service functions.

The dealer service functions in the regional Experience Centers acquire retail and lease contracts from dealers, and market our voluntary protection products to dealers. The dealer lending function is centralized at the Central Region Experience Center and supports the dealers by providing wholesale financing and other dealer financing activities such as business acquisitions, facilities refurbishment, real estate purchases, and working capital requirements.

The customer service functions in the regional ~~experience~~Experience ~~centers~~Centers support customer account servicing functions such as collections, lease terminations, and administration of both retail and lease contract customer accounts. The Central Region Experience Center also supports voluntary protection operations by providing contract and claims administrative services.

~~We continue to evaluate the private label financial services business, including partnering with or transitioning the business to our affiliates.~~ In fiscal 2025, ~~as it was deemed to be in the best interests of the Company and its sole shareholder, TFSIC, the Board of Directors of~~ TMCC ~~approved~~transitioned the ~~transition of the~~ origination and financing of new automotive finance and lease contracts under the Mazda Financial Services (“MFS”) Agreement to Toyota Financial Savings Bank (“TFSB”), a Nevada thrift company owned by TFSIC and an unconsolidated affiliate of TMCC (the “MFS Transition”). ~~The MFS Transition commenced and was substantially completed during the fourth quarter of fiscal 2025.~~ No existing TMCC private label assets or liabilities were transitioned to or acquired by TFSB and no significant costs were incurred in connection with the MFS Transition. ~~Additionally,~~In in connection with the MFS Transition, TMCC ~~has~~ entered into certain servicing agreements with TFSB to service the retail and lease contracts originated under the MFS Agreement by TFSB. TMCC ~~will~~continues ~~continue~~to service these contracts under the brand "Mazda Financial Services". TMCC continues to offer voluntary protection products to MFS customers.

Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Mazda Financial Services Transition” for further discussion of the MFS Transition.

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Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Mazda Financial Services Transition” for further discussion of the MFS Transition.

Available Information

Our filings with the Securities and Exchange Commission (“SEC”) may be found by accessing the SEC website (https://www.sec.gov). A link to the SEC website and certain of our SEC filings are available free of charge on our website located at: www.toyotafinancial.com under “Investor Relations, SEC Filings”.

Investors and others should note that we announce material financial information using the investor relations section of our website. We use our website, press releases, as well as social media to communicate with our investors, customers and the general public about our company, our services and other issues. While not all of the information that we post on our website or on social media is of a material nature, some information could be material. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on the investor relations section of our website and on our social media. We are not incorporating any of the information set forth on our website or on social media channels into this filing on Form 10-K.

Seasonality

Revenues generated by our retail and lease contracts 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.

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FINANCE OPERATIONS

The table below summarizes our financing revenues by product:

	Years ended March 31,
	2025	2024	2023
	2026	2025	2024
Percentage of financing revenues, net of depreciation:
Operating leases, net of depreciation	2425%	2624%	3126%
Retail	6564%	6365%	6163%
Dealer	11%	11%	811%
Financing revenues, net of depreciation	100%	100%	100%

Retail and Lease Financing

Pricing

TMCC matches interest rates with customer risk as defined by credit bureau scores and other factors for a range of price and risk combinations. Rates vary based on customer credit experience, contract 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 to dealers.

Underwriting

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 customer’s choice and is considered by us for preapproval. Upon receipt of the credit application, our loan 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 contract term, ability to pay, debt ratios, amount financed relative to the value of the vehicle to be financed, 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 loan origination system evaluates each application to determine if it qualifies for automatic approval or decline without manual intervention (“auto-decisioning”) using specific requirements, including internal credit score and other application characteristics. Typically, the highest quality credit applications are approved automatically, and the lowest quality credit applications are automatically declined.

Credit analysts (working out of our Experience Centers) approve or decline all credit applications that are not auto-decisioned and may also approve an application that has been the subject of an automated decline. Failure to be automatically approved through auto-decisioning does not mean that an application does not meet our underwriting guidelines. A credit analyst decisions applications based on an evaluation that considers an applicant’s creditworthiness and projected ability to meet the monthly payment obligation, which is derived from, among other things, the amount financed and the contract term. A credit analyst will verify information contained in the credit application if the application presents an elevated level of credit risk. Our proprietary scoring system assists the credit analyst in the credit review process. The credit analyst’s final credit decision is made based upon the degree of credit risk perceived by the credit analyst after assessing the strengths and weaknesses of the application.

Completion of the financing process is dependent upon whether the transaction is a retail or lease contract. For a retail contract, we acquire the retail contract from the dealer and obtain a security interest in the vehicle. We perfect our security interests in the financed retail vehicles through the applicable state department of motor vehicles (or equivalent) with certificate of title filings or with Uniform Commercial Code (“UCC”) filings, as appropriate. For a lease contract, except as described below under “Servicing”, we acquire the lease contract and concurrently assume ownership of the leased vehicle. We have the right to pursue collection actions against a delinquent customer, as well as repossess a vehicle if a customer fails to meet contractual obligations.

We regularly review and analyze our consumer portfolio to evaluate the effectiveness of our underwriting guidelines and purchasing criteria. If external economic factors, credit losses, 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 or to achieve other goals and objectives.

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Subvention and Incentive Programs

Toyota Motor Sales, U.S.A., Inc. (“TMS”), a subsidiary of Toyota Motor North America, Inc. (“TMNA”), is the primary distributor of Toyota and Lexus vehicles in the United States. In partnership with TMNA and certain non-affiliated third-party distributors, we may offer special promotional rates, which we refer to as subvention programs. TMNA and third-party distributors 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 the marketing strategies of TMNA and third-party distributors, economic conditions, vehicle inventory levels, and volume of vehicle sales. The amount of subvention received varies based on the mix of vehicles included in the promotional rate programs and the timing of the programs. The majority of our lease contracts and a significant portion of our retail contracts are subvened. We may also offer cash and contractual residual value support incentive programs in partnership with TMNA or third-party distributors. Subvention and other cash incentive program payments offered in partnership with TMNA or third-party distributors are settled at the beginning of the retail or lease 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 or an adjustment to depreciation expense for lease contracts. We may also offer our own cash incentives and other competitive rate programs.

Servicing

Our Experience Centers are responsible for servicing the consumer portfolio. A centralized department manages third-party vendor relationships responsible for bankruptcy administration, liquidation and post charge-off recovery activities, certain administrative activities, customer services activities and pre-charge-off collections with support from the Experience Centers.

We use an online collection and auto dialer system that prioritizes collection efforts and signals our collections personnel to make telephone contact with delinquent customers. We also use a behavioral-based collection strategy to minimize risk of loss and employ various collection methods based on behavioral scoring models (which analyze borrowers’ payment behavior and credit bureau attributes to predict future credit loss risk). We generally determine whether to commence repossession efforts after an account is approximately 80 days past due. Repossessed vehicles are held for sale to comply with statutory requirements and then sold at private auctions unless public auctions are required by state law. Any unpaid amounts remaining after the repossessed vehicle is sold or after taking the full balance charge-off are pursued by us to the extent practical and legally permissible. Any surplus amounts remaining after recovery fees, disposition costs, and other expenses have been paid, and after any reserve charge-backs, dealer guarantees and optional product refunds have been credited to the customer’s account, are refunded to the customers. Collections of post-sale deficiencies and full-balance charge-offs are managed by third-party vendors and the Experience Centers. We charge-off uncollectible portions of accounts when an account is deemed to be uncollectible or when the account balance becomes 120 days contractually delinquent, whichever occurs first. However, the Experience Centers will typically continue to collect or pursue recovery of the vehicle up to 190 days after the account is past due.

We may, in accordance with our customary servicing procedures, offer rebates or waive any prepayment charge, late payment charge, or any other fees that may be collected in the ordinary course of servicing the consumer portfolio. 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 purchased as non-recourse from the dealers. This relieves the dealers of financial responsibility in the event of a customer default.

We may experience a higher risk of loss if customers fail to maintain the required insurance coverage. The terms of our retail contracts require customers to maintain physical damage insurance covering loss or damage to the financed vehicle in an amount not less than the full value of the vehicle and to provide evidence of such insurance upon our request. The terms of each contract allow but do not require us to obtain any such insurance coverage on behalf of the customer. In accordance with our customary servicing procedures, we do not exercise our right to obtain insurance coverage on behalf of the customer. Our 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. We currently do not monitor ongoing customer insurance coverage as part of our customary servicing procedures for the consumer portfolio.

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Toyota Lease Trust, a Delaware business trust (the “Titling Trust”), acts as lessor and holds title to leased vehicles in the U.S. This arrangement was established to facilitate lease securitizations. TMCC services lease contracts acquired by the Titling Trust from Toyota, Lexus, and private label dealers. TMCC holds a beneficial interest in certain lease contracts owned by the Titling Trust, and these lease contracts are included in Investments in operating leases, net on our Consolidated Balance Sheets. Refer to Note 5 – Investments in Operating Leases, Net and Note 8 – Variable Interest Entities of the Notes to Consolidated Financial Statements for further information.

Remarketing

~~The~~At lease maturity, the lessee ~~may~~has the option to purchase the leased vehicle at the contractual residual value or return the leased vehicle to the dealer~~. If~~ ~~the~~who ~~leased~~then ~~vehicle~~gets isa ~~returned to the dealer, the dealer may~~ purchase ~~the~~option ~~leased~~as ~~vehicle or return it to us~~well. WeIf ~~are~~neither ~~responsible for disposing of~~ the ~~leased~~lessee ~~vehicle~~nor if the ~~lessee or~~ dealer ~~does not~~ purchase the vehicle, atwe ~~lease~~assume ~~maturity~~responsibility for its disposition.

InTo ~~order~~mitigate topotential ~~minimize~~ losses ~~when~~from ~~vehicles are~~ returned toand usrepossessed vehicles, weTMCC ~~have~~has ~~developed~~implemented comprehensive remarketing strategies designed to maximize resale proceeds ~~and~~while ~~minimize~~minimizing disposition costs ~~on used vehicles~~. WeOur ~~use~~approach ~~various~~leverages ~~channels~~multiple tosales ~~sell vehicles returned at lease-end or repossessed prior to lease-end~~channels, including both a dealer ~~platforms~~sales platform and physical auctions.

~~The~~Our ~~goal of the~~ dealer ~~platforms~~sales isplatform aims to ~~increase~~encourage franchise dealer purchases of off-lease vehicles, thereby reducing ~~the~~overall disposition ~~costs of such vehicles~~expenses. Through ~~the~~this ~~dealer platforms~~platform, the dealer accepting the return of ~~the~~a lease vehicle (the “grounding dealer”) ~~has~~may ~~the~~choose ~~option~~ to purchase the vehicle at the contractual residual value, purchase the vehicle at ana ~~assessed~~ market-based ~~value~~price (~~systematically~~determined ~~calculated~~through ~~based~~systemic on vehicle condition ~~captured~~assessments), ~~via~~or areturn ~~dealer-performed~~the vehicle ~~inspection~~to ~~using~~us. Vehicles not purchased by the grounding dealer ~~platform~~are ~~inspection~~subsequently ~~application),~~offered orto ~~return~~other franchise dealers via the ~~vehicle~~dealer tosales usplatform in an auction environment.

Vehicles not ~~purchased~~sold byon the ~~grounding~~ dealer ~~are~~sales ~~made~~platform ~~available to dealers through the dealer platforms. Vehicles not purchased through dealer platforms~~ are sold at physical ~~vehicle~~ auction sites ~~throughout the country~~nationwide. ~~Where~~When ~~deemed necessary~~appropriate, we ~~recondition~~invest in reconditioning used vehicles ~~prior~~before ~~to sale at~~ auction ~~in order~~ to enhance ~~the~~their ~~vehicle~~market ~~values~~value and optimize returns.

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 dealers for inventories of new and used Toyota, Lexus, private label, and other domestic and import vehicles. We acquire a security interest in the vehicle inventory, and/or other dealership assets, as appropriate, which we perfect through UCC filings. Wholesale financing may also be backed by corporate or individual guarantees from, or on behalf of, affiliated dealers, dealer groups, or dealer principals. In the event of a dealer default under a wholesale loan agreement, 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.

Additionally, TMNA and other manufacturers may be obligated by applicable law, or under agreements with us, to repurchase or to reassign new vehicle inventory we financed that meets certain mileage and model year parameters, curtailing our risk. We also provide other types of wholesale financing to certain Toyota and Lexus dealers and other third parties, at the request of TMNA or private Toyota distributors, and TMNA or the applicable private distributor guarantees the payments by such borrowers.

Other Dealer Financing

We provide fixed and variable rate working capital loans, revolving lines of credit, and real estate financing to dealers and various multi-franchise organizations referred to as dealer groups for facilities construction and refurbishment, working capital requirements, real estate purchases, business acquisitions and other general business purposes. These loans are typically secured with liens on real estate, vehicle inventory, ~~and/~~or other dealership assets, as appropriate, and may be guaranteed by individual or corporate guarantees of affiliated dealers, dealer groups, or dealer principals. 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. Our pricing reflects market conditions, the competitive environment, the level of support dealers provide for our retail, lease and voluntary protection products and the creditworthiness of each dealer.

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Before establishing a wholesale loan or other dealer financing agreement, we perform a credit analysis of the dealer. During this analysis, we:

•

Review financial statements and we may obtain credit reports;

•

Evaluate the dealer’s financial condition and history of servicing debt; and

•

Assess the dealer’s operations and management.

On the basis of this analysis, we may approve the issuance of a loan or financing agreement and determine the appropriate amount to lend.

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As part of our monitoring processes, we require dealers to submit periodic 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.

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, online banks, finance companies, and alternative financing sources. To a lesser extent, we compete with other automobile manufacturers’ affiliated finance companies that actively seek to purchase retail contracts through Toyota, Lexus, and private label dealers. We also 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 TMNA and third-party automotive and mobility companies to whom we provide financial services, and financing rates. We seek to provide exceptional customer service and competitive financing programs to our dealers and to their customers. Our affiliation with TMNA and relationships with third-party automotive and mobility companies to whom we provide financial services offers an advantage in providing financing or leasing of Toyota, Lexus, and private label vehicles.

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VOLUNTARY PROTECTION OPERATIONS

TMIS offers voluntary protection products on Toyota, Lexus, and other domestic and import vehicles that are primarily sold by dealers along with the sale of a vehicle. Customers are also able to purchase certain products when they obtain maintenance services at the dealership. The majority of the voluntary protection products offered by TMIS are not regulated as insurance products. However, certain states require the voluntary protection products we offer be backed by policies issued by a regulated insurance company. To satisfy ~~the~~such ~~aforementioned requirement~~requirements, TMIS utilizes its insurance company subsidiaries to underwrite certain risks. Prepaid maintenance contracts provide maintenance services at manufacturer recommended intervals. Vehicle service contracts offer vehicle owners and lessees mechanical breakdown protection for new and used vehicles secondary to the manufacturer’s ~~new~~ vehicle warranty. Guaranteed auto protection contracts provide coverage for a lease or retail contract deficiency balance in the event of a total loss or theft of the covered vehicle. ~~Prepaid~~TMIS ~~maintenance~~provides ~~contracts~~TMNA ~~provide~~contractual ~~maintenance~~indemnity ~~services~~insurance atcoverage ~~manufacturer~~for ~~recommended~~limited ~~intervals. Excess~~warranties ~~wear~~with ~~and~~the ~~use~~sale ~~contracts~~of ~~are~~certain ~~available~~certified onToyota ~~leases~~ and ~~protect~~Lexus ~~against~~pre-owned ~~excess wear and use charges that may be assessed at lease termination~~vehicles. Tire and wheel protection contracts provide coverage in the event that a covered vehicle’s tires or wheels become damaged as a result of a road hazard or structural failure due to a defect in material or workmanship, to the extent not covered by the manufacturer or the tire distributor warranties. Certain tire and wheel protection contracts also cover expenses related either to replacing or reprogramming a vehicle key or vehicle key remote in the event of loss or damage. Key replacement protection contracts provide stand-alone coverage for expenses related either to replacing or reprogramming a vehicle key or vehicle key remote in the event of loss or damage. ~~Used~~Excess ~~vehicle~~wear ~~limited~~and ~~warranty~~use contracts ~~are~~on ~~included~~leases ~~with~~protect ~~the~~against ~~purchase~~excess ofwear aand ~~used~~use ~~vehicle~~charges ~~and~~that ~~provide~~may ~~for~~be ~~the~~assessed ~~repair~~at orlease ~~replacement~~termination. As of ~~certain~~the ~~covered~~fourth ~~components~~quarter ~~that~~of ~~have~~fiscal ~~mechanically~~2026, ~~failed~~excess onwear ~~the~~and ~~covered~~use ~~used~~contracts ~~vehicle~~are no longer offered by TMIS.

TMIS ~~provides~~previously ~~TMNA~~provided ~~contractual indemnity insurance coverage for limited warranties on certified Toyota and Lexus pre-owned vehicles. TMIS also provides~~ umbrella liability insurance to TMNA and other affiliates covering certain dollar value layers of risk above various primary or self-insured retentions. On all layers in which TMIS provides coverage, ~~99 percent of~~ the risk is ceded to a third-party reinsurer. For ~~for~~ policy years prior to October 1, 2024~~. For~~, 99 percent was ceded and for the policy year beginning October 1, 2024, on95 ~~all~~percent ~~layers~~was ceded. The Company will continue to be responsible for paying claims for the policy years in which we held the umbrella policy. The loss development of the umbrella claims generally occur over several years and the Company will continue to carry loss reserves until these claims are closed. Beginning October 1, 2025, TMIS provides ~~coverage~~excess liability insurance to TMNA and other affiliates covering certain dollar value layers of risk above primary insurance, 95self-insured retentions, and the umbrella layer, and 100 percent of the risk is ceded to a third-party ~~reinsurer~~reinsurers.

Competition for the voluntary protection products is primarily from ~~national~~independent ~~and~~voluntary ~~regional~~protection ~~independent~~product ~~service~~ contract providers. We compete primarily through service quality, our relationship with TMNA and third-party automotive and mobility companies to whom we provide financial services and product benefits. Our affiliation with TMNA provides an advantage in selling our voluntary protection products.

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RELATIONSHIPS WITH AFFILIATES

TMCC is party to agreements with TMNA and certain TMNA subsidiaries. For ease of reference herein, we refer solely to the parent entity, TMNA. As a result, all references to the agreements or activities of TMNA herein that are carried out by a TMNA subsidiary are deemed to also make reference to and include the applicable TMNA subsidiary.

TMNA sponsors subvention, cash and contractual residual value support incentive programs on certain new and used Toyota and Lexus vehicles. The level of incentive program activity varies based on TMNA marketing strategies, economic conditions, vehicle inventory levels, and volume of vehicle sales.

TMNA may be obligated by applicable law, or under agreements with us, to repurchase or to reassign new vehicle inventory we financed that meets certain mileage and model year parameters. We also provide financing to certain Toyota and Lexus dealers ~~and other third parties~~ at the request of TMNA or private Toyota distributors, and TMNA or the applicable private distributor guarantees the payments by such borrowers.

TMNA provides shared services to TMCC, including certain technological and administrative services, such as information systems support, facilities, insurance coverage, human resources and other corporate services. TMCC also provides shared services to TMNA, including certain treasury and procurement services.

TMCC is a participating employer in certain retirement and post-retirement medical care, life insurance and other benefits sponsored by TMNA, as discussed further in Note 10 – Pension and Other Benefit Plans of the Notes to Consolidated Financial Statements.

TMCC is party to agreements with TMNA and other affiliates relating to the team member vehicle benefit program, which allows team members to lease Toyota and Lexus vehicles on terms exclusive to the benefit program. TMNA serves as the chief administrator of the program. TMCC acquires and services team member leases after origination. A portion of the vehicles used for the team member vehicle benefit program are acquired from TMNA. TMCC receives a per vehicle contribution from participating affiliates to assist with the costs of its contribution to the benefit program, and TMCC pays a per vehicle participation fee to TMNA to participate in the benefit program.

TMCC and TFSB 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 has also entered into certain servicing agreements with TFSB to service the retail and lease contracts originated under the MFS Agreement by TFSB.

TMCC receives support from and provides support to TFSC and other affiliates in the form of promissory notes and various loan and credit facility agreements, including a revolving credit facility with TMS which may be used for general corporate purposes.

Credit support agreements exist between TMCC 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”.

TMIS provides administrative services and various types of coverage to TMNA and other affiliates, including contractual indemnity coverage for limited warranties on TMNA’s certified pre-owned vehicle program and ~~umbrella~~other liability insurance programs.

Refer to Note 12 – Related Party Transactions of the Notes to Consolidated Financial Statements for further information.

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REGULATORY ENVIRONMENT

Our finance and voluntary protection products are regulated under both federal and state law.

Federal Consumer Finance Regulation

Our finance operations are governed by, among other federal laws, the Equal Credit Opportunity Act, the Truth in Lending Act, the Consumer Leasing Act, the Fair Credit Reporting Act, the Servicemembers Civil Relief Act, the unfair, deceptive or abusive acts or practices (“UDAAP”) provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank 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 Consumer 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 including the accuracy and integrity of information reported, credit decision notices, consumer dispute handling procedures and identity theft prevention requirements. The Servicemembers Civil Relief Act provides additional protections for certain customers in the military. For example, it requires us, in most circumstances, to reduce the interest rate charged to customers who have subsequently joined, enlisted, been inducted or called to active military duty, and also requires us to allow eligible servicemembers to terminate their lease agreements with us early without penalty. UDAAP laws prohibit acts or practices that are unfair, deceptive or abusive towards consumers.

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. Cybersecurity and data privacy are areas of heightened legislative and regulatory focus. The timing and effects of potential legislative or regulatory changes to data privacy regulations is uncertain.

In addition, the dealers who originate our retail and lease contracts also must comply with federal credit and trade practice statutes, rules, and regulations. Failure of the dealers to comply with these statutes and regulations could result in remedies that could have an adverse effect on us.

The Consumer Financial Protection Bureau (“CFPB”) has broad rulemaking, supervisory, examination and enforcement authority over entities offering consumer financial services or products, including non-bank companies, such as TMCC (“Covered Entities”).

The CFPB’s supervisory authority has historically focused on fair lending compliance, UDAAP, repossessions, debt collection, credit reporting, service fees, protection of servicemembers and veterans, and the marketing, sale and servicing of certain optional products, including voluntary protection products we finance or sell through TMIS.

The CFPB’s supervisory authority permits it to examine Covered Entities for compliance with consumer financial protection laws. These examinations could result in enforcement actions, regulatory fines and mandated changes to our business, products, policies and procedures.

The CFPB’s enforcement authority permits it to conduct investigations (which may include a joint investigation with other agencies and regulators) of, and initiate enforcement actions related to, violations of federal consumer financial protection laws, including discriminatory practices not directly covered by the Equal Credit Opportunity Act. The CFPB has the authority to obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other types of affirmative relief), or other forms of remediation, and/or impose monetary penalties. The CFPB and the Federal Trade Commission (“FTC”) may investigate the products, services and operations of credit providers, including banks and other finance companies engaged in auto finance activities.

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State Regulation

A majority of states (and Puerto Rico) have enacted legislation establishing licensing requirements to conduct financing activities. We must renew these licenses periodically. Most states also impose limits on the maximum rate of finance charges (which in some states may also include an all-in rate cap that would include finance charges plus charges on our ancillary products such as voluntary protection products). 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 laws impose rate and other restrictions on credit transactions with customers in active military status in addition to those imposed by the Servicemembers Civil Relief Act.

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, and other consumer protection matters. Many states are also focusing on cybersecurity and data privacy as areas warranting consumer protection. Some states have passed complex legislation dealing with consumer information, which impacts companies such as TMCC. In some jurisdictions, these laws and regulations provide a private right of action that would allow customers to bring suit directly against us for mishandling their data for certain violations of these laws and regulations.

TMIS operations are subject to state 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. Certain products offered by TMIS are covered by state privacy laws as well as new cybersecurity and data privacy legislation. Our 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. We actively monitor applicable laws and regulations in each state in order to maintain compliance.

Many state regulators take a stringent approach to supervising and regulating providers of financial and voluntary protection products and services subject to their jurisdiction. In addition, we are subject to governmental and regulatory examinations, information-gathering requests and investigations from time to time. We expect to continue to face greater supervisory scrutiny and enhanced supervisory requirements for the foreseeable future.

Other Federal ~~and International~~ Regulation

The Dodd-Frank Act amended the U.S. Commodity Exchange Act (“CEA”) to establish a comprehensive framework for the regulation of certain over-the-counter (“OTC”) derivatives referred to as swaps. Under the Dodd-Frank Act, the Commodity Futures Trading Commission (“CFTC”) is required to adopt certain rules and regulations governing swaps. The CFTC has completed almost all of its regulations in this area, most of which are in effect. We are subject to regulation in our funding and securitization activities, including requirements under federal securities laws and specific rules and requirements for asset-backed securities. Derivative activities are regulated under the CEA and the Dodd-Frank Act. These regulations also impose operational and reporting requirements for these funding transactions.

We continually review our operations for compliance with applicable laws. Future administrative rulings, judicial decisions, legislation, regulations and regulatory guidance, and supervision and enforcement actions may result in monetary penalties, increase our compliance costs, require changes in our business practices, affect our competitiveness, impair our profitability, harm our reputation or otherwise adversely affect our business.

Concern over climate change or other environmental matters has resulted in, and may continue to result in, increased legal and regulatory requirements intended to mitigate factors contributing to, or intended to address the potential impacts of, climate change or other environmental concerns. For example, various governmental entities, including California and New York, have adopted, or are considering adopting, requirements for companies to provide expanded climate-related disclosures, including reporting on greenhouse gas emissions and laws and regulations aimed at limiting greenhouse gas emitting products or services, as well as those providing for financial incentives regarding electrified vehicles. Conversely, governmental entities at the federal, state and local level have adopted or are considering legislation, regulation or policies that reflect diverging and, in some cases, potentially conflicting policy goals, for example, on social and environmental topics (including changes in financial incentives or tax credits related to electrified vehicles). Such regulations and changes in government incentives may require us to alter our proposed business plans, lead to increased compliance costs and changes to our operations (including from the establishment of new procedures for internal controls and oversight), and affect vehicle sales, residual values, and the automotive industry and wider economy in ways not yet known which could have an adverse effect on our business, results of operations and financial condition.

Refer to Part 1, Item 1A. Risk Factors , "Regulatory, Legal, and Other Risks" – “The regulatory environment in which we operate could have a material adverse effect on our business and results of operations.”

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HUMAN CAPITAL

Employees

At March 31, ~~2025~~2026, we had approximately 3,~~800~~900 employees. We consider our employee relations to be satisfactory. We are not subject to any collective bargaining agreements with our employees.

Culture

Our human capital objective in managing our business is to attract, retain, and fully engage talented team members who share our core values, including our “Continuous Quest for Improvement” and “Showing Respect for People.” values. ~~Toyota’s~~Our corporate culture is driven by “The Toyota Philosophy”, ~~our roadmap of the company we want to be,~~ which is underpinned by our mission of producing happiness for all and our vision of creating mobility for all. ~~Our team members are actively involved in Toyota’s transformation into a mobility company.~~ We offer a variety of training opportunities and career development resources to enhance the skills of all our team members, encourage innovation, and create an attractive workplace where employees want to stay and grow. We also encourage teamwork and collaboration and believe that valuing different backgrounds, skills, experiences, and perspectives is valuable for our team members, and our business.

We sponsor ~~Business~~Employee ~~Partnering~~Resource Groups (“~~BPGs~~ERGs”), which are employee-driven networks that ~~are~~empower ~~open to~~ all Toyota employees ~~and~~by ~~are~~fostering ~~based on common identities~~engagement, ~~affinities~~leadership, ~~experiences,~~inclusion and ~~allyship~~innovation. Our ~~BPGs~~ERGs allow team members to connect with each other, grow professionally, and support our business goals.

Health and Safety

We recognize the health, safety, and well-being of our team members is a top priority. ~~Actively~~We provide our team members with a competitive, comprehensive and flexible set of benefits and resources to support their financial, social, and professional health. Our comprehensive global benefits programs are designed to attract and retain our talented team members. Additionally, actively cultivating a culture, environment, and team member experience that embraces, empowers, and respects all people ~~- including their health, wellbeing, and safety -~~ drives innovation and engagement. We offer a variety of support and benefits to our team members beyond traditional healthcare, including adoption and fertility benefits, parental leave, mental and financial health services, wellness programs, and support to enable people with disabilities to fully utilize their talents.

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ITEM 1A. RISK FACTORS

We are exposed to certain risks and uncertainties that could have a material adverse impact on our business, results of operations and financial condition. There may be additional risks and uncertainties not presently known to us or that we currently consider immaterial that may also have a material adverse impact on our business, results of operations and financial condition.

INDUSTRY AND BUSINESS RISK

General business, economic, and geopolitical conditions, as well as other market events, may adversely affect our business, results of operations and financial condition.

Our results of operations and financial condition are affected by a variety of factors, including changes in the overall market for retail contracts, wholesale motor vehicle financing, leasing or dealer financing, the new and used vehicle market, changes in the level of sales of Toyota and Lexus vehicles, the rate of growth in the number and average balance of customer accounts, the U.S. regulatory environment, competition from other financiers, rate of default by our customers, changes in the U.S. and international wholesale capital funding markets, our credit ratings, the success of efforts to expand our product lines, levels of operating and administrative expenses including, but not limited to, personnel costs, technology costs and premises costs (including costs associated with reorganization or relocation), general economic conditions, inflation, trade policy, consequences from changes in tax laws (including changes to the interpretation of existing laws), and fiscal and monetary policies in the U.S., Europe and other countries in which we issue debt. Further, a significant and sustained increase in fuel or energy prices (including as a result of geopolitical conditions such as the current conflict in the Middle East, which has contributed to volatility in global energy markets and fuel prices) could lead to lower new and used vehicle purchases. This could reduce the demand for retail, lease, and wholesale financing. In turn, lower used vehicle values could affect return rates, charge-offs, and depreciation on operating leases.

Economic slowdown and recession in the United States may lead to diminished consumer and business confidence, inflation, lower household incomes, increases in unemployment rates, higher consumer debt levels as well as higher consumer and commercial bankruptcy filings, any 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 credit losses. In addition, because our credit exposures are generally collateralized by vehicles, the severity of losses can be particularly affected by declines in used vehicle values. Dealers are also affected by an economic slowdown and recession, which increases the risk of default of certain dealers within our dealer portfolio.

Elevated levels of market disruption and volatility globally or in the U.S. could increase our cost of capital and adversely affect our ability to access the global capital markets and fund our business in a similar manner, and at a similar cost to the funding raised in the past. These market conditions could also have an adverse effect on our results of operations 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.

Challenging market conditions may result in less liquidity, greater volatility, widening of credit spreads and lack of price transparency in credit markets. Changes in investment markets, including changes in interest rates, exchange rates and returns from equity, property, and other investments, will affect (directly or indirectly) our financial performance.

During a continued and sustained period of market disruption and volatility:

•

there can be no assurance that we will continue to have access to the capital markets in a similar manner and at a similar cost as we have had in the past;

•

issues of debt securities may be undertaken at spreads above benchmark rates that are greater than those on similar issuances undertaken during prior periods;

•

we may be subject to over-reliance on a particular funding source or a simultaneous increase in funding costs across a broad range of sources; and

•

the ratio of our short-term debt outstanding to total debt outstanding may increase if negative conditions in the debt markets lead us to replace some maturing long-term liabilities with short-term liabilities (for example, commercial paper).

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Any of these developments could have an adverse effect on our results of operations and financial condition. Geopolitical conditions and other market events may also impact our results of operations. Restrictive exchange or import controls or other disruptive trade policies (including any international trade disputes and changes in import fees and tariffs), disruption of operations as a result of systemic political or economic instability (including any uncertainty over the U.S. government debt ceiling or as a result of geopolitical conditions), adverse changes to tax laws and regulations, social unrest, outbreak of war or expansion of hostilities (including the current conflicts in Ukraine and the Middle East), ~~health~~ epidemics and other outbreaks, climate-related risk, and acts of terrorism, could lead to among other things, declines in market liquidity and activity levels, volatile market conditions, a contraction of available credit, inflation, fluctuations in interest rates, weaker economic growth, and reduced business confidence on an international level, each of which could have a material adverse effect on our results of operations and financial condition.

Changes in interest rates and credit spreads may adversely affect our business, results of operations and financial condition.

When interest rates are high or increasing, we generally expect to earn higher financing revenue from our new originations. Higher interest rates may have an adverse effect on our business, financial condition and results of operations by increasing our cost of capital and the rates we charge to our customers and dealers, which could, in turn, decrease our financing volumes and market share, as a result of customers and dealers seeking alternative solutions or increasing the amount of cash purchases, thereby resulting in a decline in our competitive position. On the other hand, a low or negative interest rate environment may increase our financing volumes and market share, however it could also have an adverse effect on our business, financial condition and results of operations by reducing returns on our investments in marketable securities and compressing our net interest margin. When credit spreads widen, it becomes more expensive for us to borrow. Our credit spreads may widen or narrow not only in response to events and circumstances that are specific to us but also as a result of general economic and geopolitical events and conditions. Changes in credit spreads will affect, positively or negatively, the value of our derivatives, which could result in volatility in our results of operations, financial condition, and cash flows.

Our results of operations and financial condition are substantially dependent upon the sale of Toyota and Lexus vehicles, as well as our ability to offer competitive financing and voluntary protection products.

We primarily provide a variety of finance and voluntary protection products to authorized Toyota and Lexus dealers and their customers in the U.S. Accordingly, our business is substantially dependent upon the sale of Toyota and Lexus vehicles in the U.S. Changes in the volume of sales may result from changes in consumer demand, new vehicle incentive programs, recalls, the actual or perceived quality, safety or reliability of Toyota and Lexus vehicles, economic conditions, inflation, increased competition, increases in the price of vehicles due to increased raw material costs, governmental action or changes in or increased governmental regulation (including, for example, rules adopted by the EPA and states regarding vehicle emissions), trade policies (including ~~recent~~ changes in import fees or tariffs on raw materials or imported vehicles), international trade disputes, changes to or withdrawals from trade agreements (including the U.S.-Mexico-Canada Agreement), currency fluctuations, fluctuations in interest rates, decreased or delayed vehicle production due to extreme weather conditions, natural disasters, supply chain interruptions (including as a consequence of ~~recent~~ changes in trade policy or other geopolitical conditions such as the conflict in the Middle East), including shortages of parts, components or raw materials, or other events. In particular, the U.S. has ~~introduced~~implemented ~~new~~various tariff and trade policies, including tariffs specifically related to the automotive industry, for which other nations have responded by modifying their trade policies. ~~These~~Further, ~~tariffs~~the global tariff environment continues to remain dynamic and continues to evolve. Tariffs and trade policy modifications implemented to date in the U.S. and abroad have impacted, and may continue to impact, automotive manufacturers, including TMNA and our ultimate parent company, TMC, by increasing production costs and disrupting supply chains. At this time, we cannot predict the timing, duration, scope or extent of any future changes to such tariffs and trade policies, or of other tariffs or trade-related actions, and thus, their ultimate impact. While TMNA and TMC have taken, and may continue to take, various mitigating actions related to such additional costs and disruptions, if such tariffs and trade policies continue in the long-term or are expanded, they could continue to increase the cost of vehicles and components imported to the U.S., which have changed, and may continue to change, levels of production and availability of new vehicles within the automotive industry as a whole, as well as increase consumer costs and lower consumer demand. Any negative impact on the volume of Toyota and Lexus vehicle sales in the U.S. could have a material adverse effect on our business, results of operations, and financial condition.

TMS is the primary distributor of Toyota and Lexus vehicles in the U.S. While TMNA conducts extensive market research before launching new or refreshed vehicles and introducing new services, many factors both within and outside TMNA’s control affect the success of new or existing products and services in the marketplace. Offering vehicles and services that customers want and value can mitigate the risks of increasing price competition and declining demand, but products and services that are perceived to be less desirable (whether in terms of product mix, price, quality, styling, safety, overall value, fuel efficiency, or other attributes) and the level of availability of products and services that are desirable can exacerbate these risks. With increased consumer interconnectedness through the internet, social media, and other media, mere allegations and consumer perception relating to quality, safety, fuel efficiency, corporate social responsibility (including diverging ideological and social views related to climate change or other environmental or social issues), or other key attributes can negatively impact TMNA’s reputation or market acceptance of its products or services, even where such allegations prove to be inaccurate or unfounded. Any negative impact to TMNA’s reputation or market acceptance of its products or services could have an adverse impact on vehicle sales, which could have an adverse effect on our business, results of operations and financial condition.

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The volume of TMNA sales may also be affected by Toyota’s ability to successfully grow through investments in the area of emerging opportunities such as mobility and connected services, vehicle electrification, fuel cell technology and autonomy, which depends on many factors, including advancements in technology, regulatory changes, and other factors that are difficult to predict.

We operate in a highly competitive environment and compete with other financial institutions and, to a lesser extent, other automobile manufacturers’ affiliated finance companies primarily through service, quality, our relationship with TMNA, and financing rates. TMNA sponsors subvention, cash, and contractual residual value support incentive programs offered by us on certain new and used Toyota and Lexus vehicles. Our ability to offer competitive financing and voluntary protection products in the U.S. depends in part on the level of TMNA sponsored subvention, cash, and contractual residual value support incentive program activity, which varies based on TMNA marketing strategies, economic conditions, and the volume of vehicle sales, among other factors. Any negative impact on the level of TMNA sponsored subvention, cash, and contractual residual value support incentive programs could in turn have a material adverse effect on our business, results of operations, and financial condition.

Changes in consumer behavior could affect the automotive industry, TMNA and TMC, and, as a result, our business, results of operations and financial condition.

A number of trends are affecting the automotive industry. These include ~~continued~~changing demand for electrified vehicles, (including battery electric vehicles and hybrid vehicles (including due to changes in financial incentives and tax credit related to such vehicles), a continued preference for sport utility vehicles (“SUVs”) and trucks over cars, high demand for incentives, the rise of mobility services such as vehicle sharing and ride hailing, the development of autonomous and electrified vehicles, the impact of demographic shifts on attitudes and behaviors toward vehicle ownership and use, the development of flexible alternatives to traditional financing and leasing such as ~~subscription~~volatility ~~service~~in ~~offerings, changing expectations around~~ the ~~vehicle buying experience, continued~~ focus on environmental and other social initiatives and regulation, adjustments in the geographic distribution of new and used vehicle sales, and advancements in communications and technology. Any one or more of these trends could adversely affect the automotive industry, TMNA and TMC, and could in turn have an impact on our business, results of operations and financial condition.

Recalls and other related announcements by TMNA or private label companies could affect our business, results of operations and financial condition.

TMNA, or other manufacturers of the vehicles we finance, periodically conducts vehicle recalls which could include temporary suspensions of sales and production of certain Toyota, Lexus, and private label vehicle models. Because our business is substantially dependent upon the sale of Toyota and Lexus vehicles, such 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, Lexus, and private label vehicles or a change in standards of regulatory bodies will have a negative impact on financing and voluntary protection products volume, earning assets, Net financing revenues and Voluntary protection contract revenues and insurance earned premiums. The credit performance of our dealer and consumer portfolios may also be adversely affected. In addition, a decline in the values of used Toyota, Lexus, and private label vehicles would have a negative effect on residual values and return rates, which, in turn, could increase depreciation expense and credit losses. Further, certain of TMCC’s affiliated entities are or may become subject to litigation and governmental investigations and have been or may become subject to fines or other penalties. These factors could affect sales of Toyota, Lexus, and private label vehicles and, accordingly, could have a negative effect on our business, results of operations and financial condition.

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If we are unable to compete successfully or if competition increases in the businesses in which we operate, our results of operations 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, other automobile manufacturers’ affiliated finance companies. In addition, online financing options provide consumers with alternative financing sources. Increases in competitive pressures could have an adverse impact on our contract volume, market share, Net financing revenues, Voluntary protection contract revenues and insurance earned premiums. Further, the financial condition and viability of our competitors and peers may have an adverse impact on the financial services industry in which we operate, resulting in a decrease in the demand for our products and services. This could have an adverse impact on the volume of our business and our results of operations.

A failure or interruption in our operations could adversely affect our results of operations and financial condition.

Operational risk is the risk of loss resulting from, among other factors, lack of established processes, inadequate or failed processes, systems or internal controls (including the processes, systems, or controls of third-party vendors), cybersecurity attacks (including as a result of artificial intelligence), theft, fraud, extreme weather conditions, natural disasters (such as wildfires, floods, tornadoes, earthquakes, hurricanes including an increase in the frequency of such conditions and disasters as the result of climate change) or other catastrophes (including without limitation, explosions, terrorist attacks, riots, civil disturbances and epidemics and other outbreaks). Operational risk can occur in many forms including, but not limited to, errors, business interruptions, failure of controls, failure of systems or other technology, deficiencies in our voluntary protection product operations risk management program, 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. We have established business recovery plans to address interruptions in our operations, but we can give no assurance that these plans will be adequate to remediate all events that we may face. A catastrophic event that results in the destruction or disruption of any of our critical business or information technology systems could harm our ability to conduct normal business operations. These events can potentially result in financial losses or other damage to us, including damage to our reputation.

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explosions, terrorist attacks, riots, civil disturbances and health epidemics and other outbreaks). Operational risk can occur in many forms including, but not limited to, errors, business interruptions, failure of controls, failure of systems or other technology, deficiencies in our voluntary protection product operations risk management program, 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. We have established business recovery plans to address interruptions in our operations, but we can give no assurance that these plans will be adequate to remediate all events that we may face. A catastrophic event that results in the destruction or disruption of any of our critical business or information technology systems could harm our ability to conduct normal business operations. These events can potentially result in financial losses or other damage to us, including damage to our reputation.

We 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 adverse effect on our operations.

In addition, many parts of our business, including software, technology, marketing and finance, are dependent on key personnel. Competition for such employees is intense, which may increase our operating and administrative expenses. Our future success depends on our ability to retain existing, and attract, hire and integrate new key personnel and other necessary employees. Any failure to do so could adversely affect our business, results of operations and financial condition. Our success may be influenced by such factors as technological changes requiring additional skilled employees, targeting of key and experienced personnel by competitors, modifications to hybrid work models, and other macroeconomic factors.

Our private label financial services for third-party automotive and mobility companies may expose us to additional risks that could adversely affect our business, results of operations and financial condition.

InWe ~~fiscal~~provide ~~2021, we began providing~~ private label financial services to third-party automotive and mobility companies. Additionally, we provide a variety of voluntary protection products to authorized private label dealers and their customers in the U.S.

Although we intend to leverage our strengths and capabilities to serve ~~and retain~~ new and existing private label customers, we may encounter additional costs and may fail to realize the anticipated benefits of our private label financial services program. The provision and or servicing of wholesale and retail financing to private label dealers and customers may result in additional credit risk exposure, which if we are unable to appropriately monitor and mitigate may result in an adverse effect on our results of operations and financial condition. Our private label financial services may also expose us to additional operating risks related to consumer demand for private label vehicles or mobility products, the profitability and financial condition of private label companies, the level of the private label incentivized retail financing, recalls announced by the private label and the perceived quality, safety or reliability of the private label vehicles or mobility products, and changes in prices of the private label used vehicles and their effect on residual values of the private label off-lease vehicles and return rates, each of which may adversely affect our business, results of operations and financial condition.

We also continue to evaluate the private label financial services business, which may include partnering with or transitioning the business to our affiliates, some of which are not consolidated with TMCC. Refer to Item 1. Business, “General” for more information regarding the MFS Transition.

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FINANCIAL MARKET AND ECONOMIC RISKS

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 availability and cost 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 results of operations 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, ~~health~~ epidemics and other geopolitical factors may directly or indirectly affect such ratings. Any downgrade in the sovereign credit ratings of the U.S. 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 the global unsecured debt capital markets. These factors would have a negative impact on our competitive position, results of operations, liquidity 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 in a timely manner when they come due. Our liquidity strategy is to maintain the capacity to fund assets and repay liabilities in a timely and cost-effective manner even in adverse market conditions. A disruption in our funding sources may adversely affect our ability to meet our obligations as they become due. An inability to meet obligations 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 results of operations and financial condition.

Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Liquidity and Capital Resources” for further discussion of liquidity risk.

Our allowance for credit losses may not be adequate to cover actual losses, which may adversely affect our results of operations and financial condition.

We maintain an allowance for credit losses to cover lifetime expected credit 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 analyses, and management judgment and requires us to make significant estimates of current credit risks using existing qualitative and quantitative information. Actual results may differ from our estimates or assumptions. For example, we review and analyze external factors, including changes in economic conditions, actual or perceived quality, safety and reliability of Toyota, Lexus, and private label vehicles, unemployment levels, the used vehicle market, and consumer behavior, among other factors. Internal factors, such as purchase quality mix and operational changes are also considered. A change in any of these factors would cause a change in estimated lifetime expected credit losses. As a result, our allowance for credit losses may not be adequate to cover our actual losses. In addition, changes in accounting rules and related guidance, new information regarding existing portfolios, and other factors, both within and outside of our control, may require changes to the allowance for credit losses. A material increase in our allowance for credit losses may adversely affect our results of operations and financial condition.

Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Critical Accounting Estimates” for further discussion of the estimates involved in determining the allowance for credit losses and Note 4 – Allowance for Credit Losses of the Notes to Consolidated Financial Statements for further discussion of the methodology used in determining the allowance for credit losses.

Our business and operations make extensive use of quantitative models, estimates and assumptions. If our design, implementation or use of models is flawed or if actual results differ from our estimates or assumptions, our results of operations and financial condition could be materially and adversely affected.

We use quantitative models, estimates and assumptions to price products and services, measure risk, estimate asset and liability values, assess liquidity, manage our balance sheet, and otherwise conduct our business and operations. If the design, implementation, or use of any of these models is flawed or if actual results differ from our estimates or assumptions, it may adversely affect our results of operations and financial condition. In addition, to the extent that any inaccurate model outputs are used in reports to regulatory agencies or the public, we could be subjected to

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~~supervisory~~Our ~~actions,~~business ~~litigation~~and operations make extensive use of quantitative models, estimates and ~~other~~assumptions. ~~proceedings~~If ~~that~~our ~~may~~design, ~~adversely~~implementation ~~affect~~or use of models is not adequate or if actual results differ from our ~~business~~estimates or assumptions, our results of operations and financial condition could be materially and adversely affected.

We use quantitative models, estimates and assumptions to price products and services, measure risk, estimate asset and liability values, assess liquidity, manage our balance sheet, and otherwise conduct our business and operations. If the design, implementation, or use of any of these models is not adequate or if actual results differ from our estimates or assumptions, it may adversely affect our results of operations and financial condition. In addition, to the extent that any inaccurate model outputs are used in reports to regulatory agencies or the public, we could be subjected to supervisory actions, litigation, and other proceedings that may adversely affect our business, results of operations and financial condition.

Assumptions and estimates often involve matters that require the exercise of management’s judgment, are inherently difficult to predict and are beyond our control (for example, macro-economic conditions). In addition, such assumptions and estimates often involve complex interactions between a number of dependent and independent variables, factors, and other assumptions. As a result, our actual experience may differ materially from these estimates and assumptions. A material difference between our estimates and assumptions and our actual experience may adversely affect our results of operations and financial condition.

Fluctuations in the valuation of investment securities or significant fluctuations in investment market prices could negatively affect our Net financing revenues and results of operations.

Investment market prices, in general, are subject to fluctuation, which may result from perceived changes in the underlying characteristics of the investment, the relative price of alternative investments, geopolitical conditions, or general market conditions. Negative fluctuations in the fair value of equity investments and credit losses on available-for-sale debt securities may adversely affect our Net financing revenues and results of operations. Additionally, the amount realized in the subsequent sale of an investment may significantly differ from the reported market value and could negatively affect our Net financing revenues and other revenues.

A decrease in the residual values of our off-lease vehicles and a higher number of returned lease assets could negatively affect our results of operations and financial condition.

We are exposed to residual value risk on the disposition of leased vehicles if sales proceeds realized upon the sale of returned lease assets are not sufficient to cover the residual value that was estimated at lease inception and if the number of returned lease assets is higher than anticipated. 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 resulting in additional depreciation expense over the term of the lease contract 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, inflation, trade policy, new vehicle pricing, new vehicle incentive programs, new vehicle sales, the actual or perceived quality, safety or reliability of our vehicles, future plans for new Toyota, Lexus, and private label 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 inventory levels, and fuel prices heavily influence used vehicle values 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 results of operations and financial condition, due to the impact of higher-than-anticipated Depreciation on operating leases recorded in our Consolidated Statements of Income. Actual return volumes may be higher than expected which can be impacted by higher contractual lease-end residual values relative to market values, a higher market supply of certain models of used vehicles, new vehicle incentive programs, and general economic conditions. The return of a higher number of leased vehicles could also impact the amount of depreciation expense recorded in our Consolidated Statements of Income, which could adversely affect our results of operations and financial condition.

Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Financial Condition – Residual Value Risk”, “Financial Condition – Disposition of Off-Lease Vehicles” and “Financial Condition – Depreciation on Operating Leases” for further discussion of current lease trends.

We are exposed to customer and dealer credit risk, which could negatively affect our results of operations 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 retail, lease or dealer financing contract with us or otherwise fail to perform as agreed. An increase in credit risk would increase our provision for credit losses, which would have a negative impact on our results of operations and financial condition. 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 results of operations and financial condition.

The level of credit risk in our retail loan portfolio 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. The used vehicle market is impacted by the supply of, and demand for, used vehicles, interest rates, inflation, new vehicle incentive programs, the manufacturer’s actual or perceived reputation for quality, safety, and reliability, and the general economic outlook.

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The level of credit risk in our retail loan portfolio is influenced by factors such as: the total number of contracts that experience default 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. The used vehicle market is impacted by the supply of, and demand for, used vehicles, interest rates, inflation, new vehicle incentive programs, the manufacturer’s actual or perceived reputation for quality, safety, and reliability, and the general economic outlook.

The level of credit risk in our dealer 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.

Economic slowdown and recession in the U.S., extreme weather conditions, natural disasters, ~~health~~ epidemics, and other factors increase the risk that a customer or dealer may not meet the terms of a retail, lease or dealer financing 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’ and dealers’ ability to make their scheduled payments.

Our results of operations, financial condition and cash flows may be adversely affected by market risks related to changes in interest rates, foreign currency exchange rates and market prices.

Market risk is the risk that changes in interest rates and foreign currency exchange rates cause volatility in our results of operations, financial condition and cash flows. We use various derivative instruments to manage our market risk. However, changes in interest rates, foreign currency exchange rates and market prices cannot always be predicted or hedged. Changes in interest rates or foreign currency exchange rates (due to inflationary pressure or other factors) could affect our interest expense and the value of our derivatives, which could result in volatility in our results of operations, financial condition, and cash flows.

The failure or commercial soundness of our counterparties and other financial institutions may have an effect on our liquidity, results of operations 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. We cannot guarantee that our ability to borrow under committed and uncommitted credit facilities will continue to be available on reasonable terms or at all. Deterioration of social, political, labor, or economic conditions in a specific country or region 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, results of operations or financial condition.

Our voluntary protection operations could suffer losses if our reserves are insufficient to absorb actual losses.

Our voluntary protection operations are subject to the risk of loss if our reserves for unearned voluntary protection contract revenues and insurance earned premiums on contracts 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 voluntary protection 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 as a result of changes in frequency and severity.

We are exposed to risk transfer credit risk which could negatively impact our voluntary protection operations.

Risk transfer credit risk is the risk that a reinsurer or other company assuming liabilities relating to our voluntary protection operations will be unable to meet its obligations under the terms of our agreement with them. Such failure could result in losses to our voluntary protection operations.

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REGULATORY, LEGAL AND OTHER RISKS

A failure or interruption of our information systems could adversely affect our business, results of operations and financial condition.

We rely on our own information systems and third-party information systems to manage our operations, which creates meaningful operational risk for us. Any failure or interruption of our information systems or the third-party information systems on which we rely as a result of inadequate or failed processes or systems, human errors, employee misconduct, catastrophic events, security breaches, acts of vandalism, computer viruses, malware, ransomware, misplaced or lost data, or other events could disrupt our normal operating procedures, damage our reputation and have an adverse effect on our business, results of operations and financial condition. In addition, an increased reliance on cloud-based systems and other digital infrastructure owned by third parties creates particular risk for us. Any outage, misconfiguration, or loss of data within the systems or infrastructure of these third parties could impair the performance of our services from time to time. These operational risks may be increased as a result of remote or hybrid work arrangements.

In addition, we periodically modernize, upgrade or replace our existing transaction systems, which 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 and after the implementation of new systems. For example, the development and implementation of these new systems and any future upgrades related thereto may require significant expenditures and divert management’s attention and other resources from our core business operations. There are no assurances that these new systems will provide us with the anticipated benefits and efficiencies. There can also be no assurance that the time and resources our management will need to devote to implementation and upgrades, potential delays in the implementation or upgrade or any resulting service interruptions, or any impact on the reliability of our data from any upgrade of our legacy system, will not have a material adverse effect on our business, results of operations and financial condition.

A security breach or a cyber-attack could adversely affect our business, results of operations and financial condition.

We collect and store certain personal and financial information from customers, employees, and other third parties. We and other financial institutions continue to be targets of ever evolving cybersecurity threats and cyberattacks (including due to the evolution of artificial intelligence). Additional security breaches or cyber-attacks involving our systems or facilities, including those shared with our affiliates, or the systems or facilities of third-party providers, could expose us to a risk of loss of personal information of customers, employees and third parties or other confidential, proprietary or competitively sensitive information, business interruptions, regulatory scrutiny, actions and penalties, litigation, reputational harm, a loss of confidence, and other financial and non-financial costs, all of which could potentially have an adverse impact on our future business with current and potential customers, results of operations and financial condition.

We rely on encryption and other information security technologies licensed from third parties to provide security controls necessary to help in securing online transmission of confidential information pertaining to customers, employees and other aspects of our business. Advances in information system capabilities, new discoveries in the field of cryptography, the use of artificial intelligence by third-parties or other events or developments may result in a compromise or breach of the technology that we use to protect sensitive data. A party who is able to circumvent our security measures by methods such as hacking, fraud, trickery or other forms of deception could misappropriate proprietary information or cause interruption in our operations. We have been required to expend capital and other resources to protect against such security breaches or cyber-attacks or to remediate problems caused by such breaches or attacks, and we may be required to expend significant additional resources. Our security measures are designed to protect against security breaches and cyber-attacks, but our failure to prevent such security breaches and cyber-attacks could subject us to liability, decrease our profitability and damage our reputation. Even if a failure of, or interruption in, our systems or facilities is resolved timely or an attempted cyber incident or other security breach is successfully avoided or thwarted, it may require us to expend substantial resources or to take actions that could adversely affect customer satisfaction or behavior and expose us to reputational harm.

From time to time, we are also subjected to cyber-attacks that result in slow performance and loss or temporary unavailability of our information systems. Information security risks have increased because of new technologies, the use of the internet and telecommunications technologies (including mobile devices and in-vehicle systems) to conduct financial and other business transactions, and the increased sophistication and activities of state-sponsored actors, organized crime, perpetrators of fraud, terrorists, and others. In addition, we may have increased cyber-security risks and increased vulnerability to security breaches and other information technology disruptions as a result of increased remote or hybrid work arrangements among our colleagues. We may not be able to anticipate or implement effective preventative measures against all security breaches of these types, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources. The occurrence of any of these events could have a material adverse effect on our business, results of operations and financial condition.

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From time to time, we are also subjected to cyber-attacks that result in slow performance and loss or temporary unavailability of our information systems. Information security risks have increased because of new technologies, the use of the internet and telecommunications technologies (including mobile devices and in-vehicle systems) to conduct financial and other business transactions, and the increased sophistication and activities of state-sponsored actors, organized crime, perpetrators of fraud, terrorists, and others. In addition, we may have increased cyber-security risks and increased vulnerability to security breaches and other information technology disruptions as a result of remote or hybrid work arrangements among our colleagues. We may not be able to anticipate or implement effective preventative measures against all security breaches of these types, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources. The occurrence of any of these events could have a material adverse effect on our business, results of operations and financial condition.

For more information regarding our process for identifying, assessing and managing material risks from cybersecurity threats, refer to Item 1C, Cybersecurity.

Our enterprise data practices, including the collection, use, sharing, disposal and security of personal and financial information of our customers, employees, and third-party individuals are subject to increasingly complex, restrictive, and punitive laws and regulations which could adversely affect our business, results of operations and financial condition.

Under these laws and regulations, the failure to maintain compliant data practices could result in consumer complaints, lawsuits and regulatory inquiry, resulting in civil or criminal penalties, as well as brand impact or other harm to our business. In addition, increased consumer sensitivity to real or perceived failures in maintaining acceptable data practices, including through the use of artificial intelligence, could damage our reputation and deter current and potential customers from using our products and services. For example, well-publicized allegations involving the misuse or inappropriate sharing of personal information have led to expanded governmental scrutiny of practices relating to the safeguarding of personal information and the use or sharing of personal data by companies in the U.S. and other countries. That scrutiny has in some cases resulted in, and could in the future lead to, the adoption of stricter laws and regulations relating to the use and sharing of personal information. For example, some states have enacted, and others are considering enacting data protection regimes that grant consumers broad new rights including access to, deletion of, and limiting the sharing of personal information that is collected by businesses and requiring regulated entities to establish measures to identify, manage, secure, track, produce, update and delete personal information. In some jurisdictions, these laws and regulations provide a private right of action that would allow customers to bring suit directly against us for certain violations of these laws and regulations. These types of laws and regulations could prohibit or significantly restrict financial services providers such as TMCC from sharing information among affiliates or with third parties such as vendors, and thereby increase compliance costs, or could restrict TMCC’s use of personal data when developing or offering products or services to customers. These restrictions could inhibit TMCC’s development or marketing of certain products or services or increase the costs of offering them to customers. Because many of these laws and regulations are new, there is little clarity as to their interpretation, as well as a lack of precedent for the scope of enforcement. In addition, these laws are state specific and have specific details that are not uniform state-to-state. Additionally, the rapid evolution and increased adoption of artificial intelligence technologies (and the related federal and state specific laws and regulations) may intensify these risks. The cost of compliance with these laws and regulations will be high and is likely to increase in the future. Any failure or perceived failure to comply with applicable privacy or data protection laws and regulations could result in requirements to modify or cease certain operations or practices, significant liabilities or fines, penalties or other sanctions.

The regulatory environment in which we operate could have a material adverse effect on our business and results of operations.

Regulatory risk includes risk arising from failure or alleged 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. The level of regulatory scrutiny may fluctuate over time based on numerous factors. We are unable to predict the form or nature of any future changes to the laws, rules, regulations, or supervisory guidance and policies, including the interpretation, implementation, or enforcement thereof.

Consumer Finance Regulation

As a provider of finance and voluntary protection products, we operate in a highly regulated environment. We are subject to state licensing requirements and state, and federal laws and regulations. In addition, we are subject to governmental and regulatory examinations, information-gathering requests, and investigations from time to time at the state and federal levels. Compliance with applicable law is costly and can affect our results of operations. Compliance requires forms, processes, procedures, controls and the infrastructure to support these requirements. Compliance may create operational constraints and place limits on pricing, as the laws and regulations in the financial services industry are designed primarily for the protection of consumers. Changes in laws and regulations could restrict our ability to operate our business as currently operated, could impose substantial additional costs or require us to implement new processes, which could adversely affect our business, prospects, financial performance or financial condition. The failure to comply with applicable laws and regulations could result in significant statutory civil and criminal fines, penalties, monetary damages, attorney or legal fees and costs, restrictions on our ability to operate our business, possible revocation of licenses and damage to our reputation, brand and valued customer relationships. Any such costs, restrictions, revocations or damage could adversely affect our business, prospects, results of operations or financial condition.

Our principal consumer finance regulator at the federal level is the CFPB, which has broad regulatory, supervisory and enforcement authority over us. The CFPB’s supervisory authority allows it, among other things, to conduct comprehensive and rigorous examinations to assess our compliance with consumer financial protection laws, which

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~~could~~Consumer ~~result~~Finance ~~in enforcement actions, regulatory fines and mandated changes to our business products, policies and procedures.~~ Regulation

~~The~~As ~~CFPB’s~~a ~~rulemaking~~provider ~~authority~~of ~~includes~~finance ~~the~~and ~~authority~~voluntary protection products, we operate in a highly regulated environment. We are subject to ~~promulgate~~state ~~rules~~licensing ~~regarding~~requirements and state, ~~among~~and ~~other~~federal ~~practices,~~laws ~~debt~~and ~~collection~~regulations. In ~~practices~~addition, ~~that~~we ~~would~~are ~~apply~~subject to ~~third-party~~governmental ~~collectors~~ and ~~first-party~~regulatory ~~collectors~~examinations, ~~such~~information-gathering ~~as ourselves~~requests, and ~~rules~~investigations ~~regarding~~from ~~consumer~~time ~~credit~~to ~~reporting~~time ~~practices~~at the state and federal levels. ~~The~~Compliance ~~timing~~with applicable law is costly and ~~impact~~can affect our results of ~~these~~operations. ~~rules~~Compliance onrequires ~~our~~forms, ~~business~~processes, ~~remain~~procedures, ~~uncertain~~controls and the infrastructure to support these requirements. InCompliance ~~addition~~may create operational constraints and place limits on pricing, as the ~~CFPB~~laws ~~has~~and ~~focused~~regulations onin the ~~area~~financial services industry are designed primarily for the protection of ~~auto~~consumers. Changes ~~finance~~in laws and regulations could restrict our ability to operate our business as currently operated, ~~particularly~~could ~~with~~impose ~~respect~~substantial additional costs or require us to ~~indirect~~implement ~~financing~~new ~~arrangements~~processes, ~~dealer~~which ~~compensation~~could ~~and~~adversely ~~fair~~affect ~~lending~~our ~~compliance~~business, ~~and~~prospects, ~~questioned~~financial ~~the~~performance ~~value~~or financial condition. The failure to comply with applicable laws and ~~increased~~regulations ~~scrutiny~~could ofresult ~~the~~in ~~marketing~~significant statutory civil and ~~sale~~criminal offines, ~~certain~~penalties, ~~ancillary~~monetary damages, attorney or ~~add-~~legal fees and costs, restrictions on ~~products~~our ability to operate our business, ~~including~~possible ~~products~~revocation ~~similar~~of licenses and damage to ~~those~~our wereputation, ~~finance~~brand and valued customer relationships. Any such costs, restrictions, revocations or ~~sell~~damage ~~through~~could ~~TMIS~~adversely affect our business, prospects, results of operations or financial condition.

The CFPB’s rulemaking authority includes the authority to promulgate rules regarding, among other practices, debt collection practices that would apply to third-party collectors and first-party collectors, such as ourselves, and rules regarding consumer credit reporting practices. The timing and impact of these rules on our business remain uncertain. In addition, the CFPB has historically focused on the area of auto finance, particularly with respect to indirect financing arrangements, dealer compensation and fair lending compliance, and questioned the value and increased scrutiny of the marketing and sale of certain ancillary or add-on products, including products similar to those we finance or sell through TMIS.

The CFPB and FTC may investigate the products, services and operations of credit providers, including banks and other finance companies engaged in auto finance activities. As a result of such investigations, the CFPB and FTC have in the past announced various enforcement actions against lenders involving significant penalties, consent orders, cease and desist orders and similar remedies that, if applicable to us or the products, services and operations we offer, may require us to cease or alter certain business practices, which could have a material adverse effect on our results of operations, financial condition, and liquidity. Supervision and investigations by these agencies may result in monetary penalties, increase our compliance costs, require changes in our business practices, affect our competitiveness, impair our profitability, harm our reputation or otherwise adversely affect our business.

Refer to Item 1. Business, “Regulatory Environment” for further discussion of the CFPB’s authority and activities.

At the state level, many state regulators take a more stringent approach to supervising and regulating financial and voluntary protection products and services subject to their jurisdiction. We expect to continue to face greater supervisory scrutiny and enhanced supervisory requirements for the foreseeable future.

Other Federal Regulation

Under the Volcker Rule companies affiliated with U.S. insured depository institutions are generally prohibited from engaging in “proprietary trading” and certain transactions with certain privately offered funds. The activities prohibited by the Volcker Rule are not core activities for us. However, the federal financial regulatory agencies charged with implementing the Volcker Rule could further amend the rule or change their approach to administering, enforcing or interpreting the rule, which could negatively affect us and potentially require us to limit or change our activities or operations. We are also subject to regulation in our funding and securitization activities, including requirements under federal securities laws and specific rules and requirements for asset-backed securities. Derivative activities are regulated under the CEA and the Dodd-Frank Act. These regulations also impose operational and reporting requirements for these funding transactions, which could negatively affect our business.

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Environmental, Sustainability and Other Social Related Regulation

Concern over climate change or other environmental matters has resulted in, and may continue to result in, increased legal and regulatory requirements intended to mitigate factors contributing to, or intended to address the potential impacts of, climate change or other environmental concerns. For example, various governmental entities have adopted, or are considering adopting, requirements for companies to provide expanded climate-related disclosures, including reporting on greenhouse gas emissions and laws and regulations aimed at limiting greenhouse gas emitting products or services, as well as those providing for financial incentives regarding electrified vehicles. Conversely, various governmental entities have adopted or are considering legislation, regulation or policies that reflect diverging and, in some cases, potentially conflicting policy goals, for example, on social and environmental topics (including changes in financial incentives and tax credits related to electric vehicles). Such regulations and changes in government incentives have required, and may continue to require us to alter our proposed business plans, lead to increased compliance costs and changes to our operations (including from the establishment of new procedures for internal controls and oversight), and affect vehicle sales, residual values, and the automotive industry and wider economy in ways not yet known, which could have an adverse effect on our business, results of operations and financial condition.

Refer to Item 1. Business, “Regulatory Environment” for additional information on our regulatory environment.

Adverse economic conditions or changes in state laws in states in which we have customer concentrations may negatively affect our results of operations and financial condition.

We are exposed to geographic customer concentration risk on our retail, lease, dealer, and voluntary protection products in certain states. Factors adversely affecting the economies and applicable laws in the states where we have concentration risk could have an adverse effect on our results of operations and financial condition.

Refer to Note 1 – Basis of Presentation and Significant Accounting Policies of the Notes to Consolidated Financial Statements for additional information and disclosure about customer concentrations in certain states.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved SEC staff comments to report.

ITEM 1C. CYBERSECURITY

Cybersecurity is one of the top operational risks facing TMCC. We and other financial institutions continue to be targets of ever evolving cybersecurity threats and cyberattacks. As a result, we devote significant resources to a cybersecurity program that we believe is reasonably designed to minimize such risks and protect TMCC, along with data from our customers and clients.

Cybersecurity Risk Management and Strategy

TMCC’s cybersecurity program is reasonably designed to identify and assess internal and external cybersecurity threats to and within TMCC’s business and operations and to take action aimed at protecting the Company, mitigating and managing cybersecurity risk, and in time of attack, to respond expeditiously to minimize the impact of the attack.

Managing cybersecurity threats is a component of our broader enterprise risk management program, which establishes a risk management framework that seeks to identify, assess, and monitor risks that could materially impact our business, information systems, customers, clients, employees and stakeholders.

TMCC’s cybersecurity program utilizes a variety of controls that are designed to identify, prevent, detect, respond to, and recover from cybersecurity threats and events. Those processes and controls include:

•

dedicated cybersecurity professionals who are responsible for analyzing cybersecurity threats, defining cybersecurity risk policies and standards, implementing controls, monitoring the environment, and responding to cybersecurity incidents;

•

periodic cybersecurity awareness training for employees and contractors on our policies and emerging cybersecurity threats, including phishing awareness;

•

internal and independent cybersecurity testing, including penetration testing and tabletop exercises, to assess vulnerabilities of our information systems and evaluate our cyber defense capabilities, technical safeguards and resiliency;

•

identifying and managing cybersecurity risk of our critical third-party suppliers;

•

periodic cybersecurity risk assessments for our information systems and applications;

•

cybersecurity monitoring and response processes employing cross functional teams to identify, assess, escalate, investigate, contain, and remediate incidents; and

•

incident response and recovery plans.

As part of TMCC’s cybersecurity program, TMCC engages with assessors and third-party advisers to perform various services, including assessments of process design and operating effectiveness; security testing and attestation; periodic assessment of enterprise cybersecurity maturity; industry benchmarking; and thought leadership related to continuous improvement of processes, training, technology, and data.

TMCC’s cybersecurity program also aims to identify and assess cybersecurity risks associated with its use of third-party service providers with access to TMCC’s systems and data, as well as such third-party service providers’ adherence to certain cybersecurity standards and processes. As appropriate, TMCC requires such third-party service providers to agree to be subject to cybersecurity evaluations by TMCC.

Although our third-party service providers have experienced cybersecurity incidents, which have resulted in minor adverse impacts to our business, we have not experienced material losses or other material consequences related to cybersecurity incidents experienced by us or our third-party service providers. We expect to experience cybersecurity incidents resulting in adverse impacts with increased frequency and severity due to the continuously evolving threat environment (including due to the emergence of artificial intelligence), and there can be no assurance that future cybersecurity incidents, including incidents experienced by our third-party service providers, will not have a material adverse effect on our business, results of operations and financial condition. Further discussion of how TMCC’s business, results of operations and financial condition may be materially adversely affected by risk from cybersecurity threats is contained in Item 1A. Risk Factors, Regulatory, Legal and Other Risks, “A security breach or a cyber-attack could adversely affect our business, results of operations and financial condition.”

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Cybersecurity Governance

The Board of Directors (the “Board”) has risk oversight responsibility for the cybersecurity and data privacy risk management programs of TMCC, which are administered directly and with assistance from the Cybersecurity Committee of the Board.

The purpose of the Cybersecurity Committee is to assist the Board in fulfilling its oversight responsibility with respect to its information technology use and protection, including enterprise cybersecurity and data privacy, among other things. The Cybersecurity Committee receives, reviews, and discusses reports from members of management, as appropriate or required by law, including but not limited to the Chief Information Officer, Chief Information Security Officer, Chief Risk Officer, Chief Legal, Compliance and Administrative Officer, and other officers or employees as appropriate, regarding TMCC’s practices, management and functioning of technology operations and information security, cybersecurity and data privacy risks. The Cybersecurity Committee reports to the Board regarding its activities, its receipt of reports regarding material cybersecurity and data privacy issues, material issues found in vulnerability assessments or penetration testing, and reports from the Chief Information Officer and Chief Information Security Officer.

Our information security team works closely with key stakeholders, including regulators, government agencies, law enforcement, peer institutions, industry groups, and develops and invests in talent and innovative technology to manage cybersecurity risk.

TMCC’s cybersecurity program is administered by our Chief Information Security Officer. We believe our Chief Information Security Officer and our information security team have the appropriate expertise, background, and depth of experience to manage cybersecurity and data privacy risks arising from cybersecurity threats, including applicable knowledge gained through industry experience, information security leadership roles, military experience, academia, ongoing internal and external training, and regular discussions with consultants and industry peers with applicable knowledge and expertise regarding emerging cybersecurity threats.

When a cybersecurity threat or incident is identified, the Chief Information Security Officer works closely with cross functional committees, leveraging subject matter expertise across the organization, as part of our incident response plans and promptly provides information to senior management, the Cybersecurity Committee, and the Board, as necessary, regarding significant cybersecurity incidents, including those experienced by third party service providers, which may pose significant risk to our business, customers, clients, employees and stakeholders, and continues to provide regular reports until such incidents are concluded.

ITEM 2. PROPERTIES

Our headquarters operations are located in Plano, Texas. Additional operations for both finance and voluntary protection products are located in three regional Experience Centers. The Central Region Experience Center is co-located with our headquarters in Plano, Texas. The Western Region Experience Center is located in Chandler, Arizona. The Eastern Region Experience Center is located in Alpharetta, Georgia. Our dealer lending function is centralized at the Central Region Experience Center. We also have a sales and operations office in Puerto Rico. All premises are occupied under lease.

We believe that our properties are suitable to meet the current requirements of our business.

ITEM 3. LEGAL PROCEEDINGS

For a discussion of legal proceedings, see Note 9 – Commitments and Contingencies of the Notes to Consolidated Financial Statements - Litigation and Governmental Proceedings.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

TMCC is a wholly-owned subsidiary of TFSIC, and accordingly, all shares of TMCC’s stock are owned by TFSIC. There is no market for TMCC's stock.

ITEM 6. [RESERVED]

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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 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, economic, and geopolitical conditions, including trade policy, as well as in consumer demand and the competitive environment in the automotive markets in the United States;

•

Changes in interest rates and credit spreads;

•

A decline in TMNA sales volume and the level of TMNA sponsored subvention, cash, and contractual residual value support incentive programs;

•

Extreme weather conditions, natural disasters, changes in fuel prices, manufacturing disruptions and production suspensions of Toyota and Lexus vehicles and related parts supply;

•

Increased competition from other financial institutions seeking to increase their share of financing Toyota and Lexus vehicles;

•

Changes in consumer behavior;

•

Recalls announced by TMNA or private label companies and the perceived quality of Toyota, Lexus, and any private label vehicles;

•

Availability and cost of financing;

•

Failure or interruption in our operations, including our communications and information systems, or as a result of our failure to retain existing or to attract new key personnel;

•

Increased cost, credit and operating risk exposure, or our failure to realize the anticipated benefits from our private label financial services to third-party automotive and mobility companies;

•

Changes in our credit ratings and those of our ultimate parent, TMC and changes in our credit support arrangements;

•

Changes in our financial position and liquidity, or changes or disruptions in our funding sources or access to the global capital markets;

•

~~Revisions~~Adequacy toof ~~the estimates and assumptions for~~ our allowance for credit losses;

•

~~Flaws~~Adequacy inof ~~the~~our design, implementation and use of quantitative models and ~~revisions~~adequacy toof the estimates and assumptions that are used to determine the value of certain assets;

•

Fluctuations in the value or market prices of our investment securities;

•

Changes in prices of used vehicles and their effect on residual values of our off-lease vehicles and return rates;

•

Failure of our customers or dealers to meet the terms of any contract with us, or otherwise perform as agreed;

•

Market risks including changes in interest rates and foreign currency exchange rates and market prices;

•

Failure or changes in commercial soundness of our counterparties and other financial institutions;

•

Insufficient establishment of reserves, or the failure of a reinsurer to meet its obligations, in our voluntary protection operations;

•

A security breach or a cyber-attack;

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•

Failure to maintain compliant enterprise data practices, including the collection, use, sharing, and security of personally identifiable and financial information of our customers and employees;

•

Compliance with current laws and regulations or becoming subject to more stringent laws, regulatory requirements and regulatory scrutiny;

•

Changes in the economies and applicable laws in the states where we have concentration risk; and

•

Other risks and uncertainties set forth in Part I, Item 1A. Risk Factors.

Forward-looking statements speak only as of the date they are made. We will not update the forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking statements.

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OVERVIEW

Key Performance Indicators and Factors Affecting Our Business

In our finance operations, we generate revenue, income, and cash flows by providing retail, lease, and dealer financing to dealers and their customers. We measure the performance of our finance operations using the following metrics: financing volume, market share, Net financing revenues, Operating and administrative expense, residual value and credit loss metrics.

In our voluntary protection operations, we generate revenue primarily through underwriting and providing claims administration for products that cover certain risks of customers. We measure the performance of our voluntary protection operations using the following metrics: issued contract volume, average number of contracts in force, loss metrics and investment income.

Our financial results are affected by a variety of economic and industry factors including, but not limited to, new and used vehicle markets, Toyota, Lexus, and private label new vehicle production volume, vehicle inventory levels, vehicle sales and incentive programs, 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, Lexus, and private label vehicles, the financial health of the dealers we finance, and competitive pressure. Our financial results may also be affected by the regulatory environment in which we operate, including as a result of new legislation or changes in regulation and any compliance costs or changes we may be required to make to our business practices. All of these factors can influence consumer contract and dealer financing volume, the number of consumer contracts and dealers 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 voluntary protection operations, and our Net financing revenues on consumer and dealer financing volume. Changes in the volume of vehicle sales, sales of our voluntary protection products, or the level of voluntary protection expenses and insurance losses could materially and adversely impact our voluntary protection operations. Additionally, our funding programs and related costs are influenced by changes in the global capital markets, prevailing interest rates, and our credit ratings and those of our parent companies, 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 voluntary protection product contract providers, online banks, finance companies, alternative financing sources and, to a lesser extent, other automobile manufacturers’ affiliated finance companies that actively seek to purchase consumer contracts through Toyota, Lexus, and private label dealers. We strive to achieve the following:

Exceptional Customer Service: Our relationship with Toyota, Lexus, and private label dealers and their customers offers us a competitive advantage. We seek to leverage this opportunity by providing exceptional service to the dealers and their customers. Through our Experience Centers, we work closely with the dealers 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 dealers and the Toyota, Lexus, and private label 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 TMNA, private label companies, and other third-party distributors to offer special retail, lease, dealer financing, and voluntary protection products. We also focus on providing a positive customer experience to existing retail, lease, and voluntary protection product customers through our Experience Centers.

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 the dealers to assist them in benefiting from market opportunities. We continuously strive to refine our strategy and methodology for risk-based pricing.

Liquidity: Our liquidity strategy is to maintain the capacity to fund assets and repay liabilities in a timely and cost-effective manner even in adverse market conditions. This capacity is primarily driven by our ability to raise funds in the global capital markets and through loans, credit facilities, and other transactions, as well as our ability to generate liquidity from our earnings assets. Our pursuit of this strategy has led us to develop a diversified borrowing base that is distributed across a variety of markets, geographies, investors, and financing structures, among other factors.

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Fiscal ~~2025~~2026 Operating Environment

During the fiscal year ending March 31, ~~2025~~2026 (“fiscal ~~2025~~2026”), the U.S. economy continued to beexperience ~~impacted~~uncertainties bysurrounding ~~historically~~geopolitical ~~elevated~~events ~~interest~~(including ~~rates~~the ~~and~~current ~~consumer~~conflict ~~prices. While these economic conditions negatively impacted some consumers' ability to make scheduled payments, which has contributed to an increase~~ in ~~consumer~~the ~~charge-offs,~~Middle we have recently seen an improvement in delinquencies driven by our continuous evaluation and refinement of purchasing practices and collections activities. There are also uncertainties surrounding geopolitical eventsEast), international trade policy, taxation policy, and the future path of monetary policy which continue to impact the outlook for future economic growth. The ~~imposition,~~continued ~~or potential~~ imposition, of elevated tariffs and ~~the~~import ~~expansion~~fees ofimposed ~~import~~by ~~fees~~the ~~across~~U.S. ~~various~~and ~~nations~~other governments could continue to disrupt supply chains, increase costs, and limit market access, further complicating the economic outlook. Automotive industry specific tariffs in the U.S. could ~~significantly~~continue to impact costs of automotive suppliers and manufacturers, which may continue to change levels of production and availability of new vehicles, as well as increase consumer costs and lower consumer demand. Changes in the economy that adversely impact the volume of Toyota and Lexus vehicles produced or sold in the U.S. could have a material adverse effect on our business, results of operations, and financial condition.

~~A general industry increase of inventory levels of new vehicles, along with an increase in sale incentives, resulted in an industry~~Industry-wide ~~increase~~vehicle insales ~~vehicle~~and sales incentives in the U.S. decreased slightly in fiscal ~~2025~~2026, as compared to fiscal ~~2024~~2025. ~~Average~~Our ~~used~~market ~~vehicle~~share ~~values~~of ~~during~~TMNA ~~fiscal~~sales ~~2025~~decreased ~~were~~approximately ~~relatively~~1 ~~consistent~~percentage ~~and~~point ~~remained~~in ~~elevated~~fiscal 2026, compared to ~~historic~~fiscal ~~levels. Future~~2025, ~~declines~~primarily indue ~~used~~to ~~vehicle~~increased ~~values~~competition ~~resulting~~ from ~~increases~~other infinancial ~~the~~institutions. Average ~~supply of new and~~ used ~~vehicles and increases in new~~ vehicle ~~sales~~values ~~incentives~~were ~~could~~relatively ~~unfavorably~~consistent ~~impact~~and ~~return~~remained ~~rates,~~elevated ~~residual~~compared ~~values,~~to ~~depreciation~~historic ~~expense and credit losses~~levels.

~~Conditions~~While ~~in the~~ global capital markets ~~were~~experienced ~~generally~~some ~~stable~~volatility during fiscal ~~2025.~~2026 ~~However, beginning~~ in ~~the fourth quarter of fiscal 2025, markets experienced some volatility in~~ response to ~~proposed~~continued ~~changes in~~ trade policy ~~and~~uncertainty, concerns about the growth prospects of the U.S. and global economies~~. Nevertheless~~, and the conflict in the Middle East, we maintain broad global access to both domestic and international markets. Future disruptions and changes in interest rates in the U.S. and foreign markets could result in volatility in our interest expense, which could affect our results of operations.

Mazda Financial Services Transition

~~Additionally,~~In in connection with the MFS Transition, TMCC ~~has~~ entered into certain servicing agreements with TFSB to service the retail and lease contracts originated under the MFS Agreement by TFSB. TMCC ~~will~~continues ~~continue~~to service these contracts under the brand "Mazda Financial Services." TMCC continues to offer voluntary protection products to MFS customers.

~~The~~We ~~MFS~~expect ~~Transition includes~~ the ~~origination of all new~~ MFS ~~retail~~Transition ~~and~~to ~~lease~~continue ~~contracts by TFSB rather than TMCC and is anticipated~~ to affect our results of operation and financial statements byas ~~reducing~~the ~~financing~~MFS ~~revenue~~contracts ~~and~~that ~~related~~remain ~~expenses~~with ~~reported~~TMCC ~~on our consolidated statements of income and reducing finance receivables, net and investments in operating leases, net reported on our consolidated balance sheets~~mature. Revenue to be earned from service fees related to servicing new MFS retail and lease contracts on behalf of TFSB has not and is not expected to offset the reduction in financing revenue resulting from the ~~implementation of the~~ MFS Transition ~~Plan~~. ~~The implementation of the MFS Transition is also expected to reduce our future funding needs.~~

As of March 31, ~~2025,~~2026 11and ~~percent~~March of31, ~~TMCC~~2025, ~~net~~7 ~~earning~~percent ~~assets~~and ~~were~~11 ~~from MFS contracts~~percent, ~~and historically~~respectively, ~~approximately the same percentage~~ of TMCC ~~financing~~net ~~revenues~~earning assets were from MFS contracts. The existing MFS contracts will remain with TMCC, and revenues and related expenses will continue to be recognized over their respective terms; however, as a result of the MFS Transition, we anticipate future declines in total TMCC contract volume and the resulting effects to the TMCC consolidated statements of income and balance sheets as indicated above.

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RESULTS OF OPERATIONS

Years ended March 31,

(Dollars in millions)

~~2025~~2026

~~2024~~2025

~~2023~~2024

Net income:

Finance operations 1

1,~~382~~823

1,~~126~~382

1,~~041~~126

Voluntary protection operations 1

~~330~~488

~~334~~330

~~(62~~334

)

Total net income

12,~~712~~311

1,~~460~~712

~~979~~1,460

Refer to Note 14 – Segment Information of the Notes to Consolidated Financial Statement for the total asset balances of our finance operations and voluntary protection operations.

Fiscal 2026 Compared to Fiscal 2025

Our consolidated net income was $2.3 billion in fiscal 2026, compared to $1.7 billion in fiscal 2025. The increase in net income for fiscal 2026 compared to fiscal 2025 was primarily due to a $342 million decrease in interest expense, a $282 million increase in total financing revenues, a $244 million decrease in provision for credit losses, a $131 million increase in investment and other income, net, and a $110 million increase in voluntary protection contract revenues and insurance earned premiums, partially offset by a $191 million increase in provision for income taxes, a $126 million increase in depreciation on operating leases, a $122 million increase in operating and administrative expense, and an increase of $71 million in voluntary protection contract expenses and insurance losses.

Our overall capital position increased $603 million, taking into account a $1.7 billion dividend in March 2026 to TFSIC, bringing total shareholder’s equity to $17.8 billion at March 31, 2026, as compared to $17.2 billion at March 31, 2025. Our debt decreased to $125.2 billion at March 31, 2026 from $127.7 billion at March 31, 2025. Our debt-to-equity ratio decreased to 7.0 at March 31, 2026 from 7.4 at March 31, 2025.

Fiscal 2025 Compared to Fiscal 2024

Our consolidated net income was $1.7 billion in fiscal 2025, compared to $1.5 billion in fiscal 2024. The increase in net income for fiscal 2025 compared to fiscal 2024 was primarily due to a $1.1 billion increase in total financing revenues, a $111 million increase in investment and other income, net, a $93 million decrease in operating and administrative expense, a $90 million increase in voluntary protection contract revenues and insurance earned premiums, and a $71 million decrease in provision for credit losses, partially offset by a $1.1 billion increase in interest expense, and an $80 million increase in provision for income taxes.

Our overall capital position increased $261 million, taking into account a $1.5 billion dividend in March 2025 to TFSIC, bringing total shareholder’s equity to $17.2 billion at March 31, 2025, as compared to $17.0 billion at March 31, 2024. Our debt increased to $127.7 billion at March 31, 2025 from $122.4 billion at March 31, 2024. Our debt-to-equity ratio increased to 7.4 at March 31, 2025 from 7.2 at March 31, 2024.

~~Fiscal 2024 Compared to Fiscal 2023~~32

Our consolidated net income was $1.5 billion in fiscal 2024, compared to $979 million in fiscal 2023. The increase in net income for fiscal 2024 compared to fiscal 2023 was primarily due to a $943 million decrease in depreciation on operating leases, a $851 million increase in total financing revenues, and a $776 million increase in investment and other income, net, partially offset by a $1.7 billion increase in interest expense, a $144 million increase in operating and administrative expense, a $126 million increase in provision for credit losses, a $122 million increase in voluntary protection contract expenses and insurance losses, and a $113 million increase in provision for income taxes.

Our overall capital position increased $473 million, taking into account a $979 million dividend in February 2024 to TFSIC, bringing total shareholder's equity to $17.0 billion at March 31, 2024, as compared to $16.5 billion at March 31, 2023. Our debt increased to $122.4 billion at March 31, 2024 from $111.7 billion at March 31, 2023. Our debt-to-equity ratio increased to 7.2 at March 31, 2024 from 6.8 at March 31, 2023.

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Finance Operations

The following table summarizes key results of our finance operations:

Years ended March 31,

Percentage change

(Dollars in millions)

~~2025~~2026

~~2024~~2025

~~2023~~2024

~~2025~~2026 to ~~2024~~2025

~~2024~~2025 to ~~2023~~2024

Financing revenues:

Operating lease

6,~~274~~526

6,~~270~~274

76,~~063~~270

04%

~~(11)~~0%

Retail

5,~~909~~970

45,~~965~~909

34,~~737~~965

191%

3319%

Dealer

1,~~049~~018

~~909~~1,049

~~493~~909

15(3)%

8415%

Total financing revenues

13,~~232~~514

1213,~~144~~232

1112,~~293~~144

92%

89%

Depreciation on operating leases

4,~~134~~260

4,~~179~~134

54,~~122~~179

~~(1)~~3%

(181)%

Interest expense

5,~~825~~519

45,~~705~~825

34,~~054~~705

24(5)%

5424%

Net financing revenues

3,~~273~~735

3,~~260~~273

3,~~117~~260

014%

50%

Investment and other income, net

~~651~~656

~~515~~651

~~314~~515

261%

6426%

Net financing and other revenues

34,~~924~~391

3,~~775~~924

3,~~431~~775

412%

104%

Expenses:

Provision for credit losses

~~768~~524

~~839~~768

~~713~~839

(832)%

18(8)%

Operating and administrative

1,~~355~~479

1,~~466~~355

1,~~331~~466

~~(8)~~9%

10(8)%

Total expenses

2,~~123~~003

2,~~305~~123

2,~~044~~305

(86)%

13(8)%

Income before income taxes

12,~~801~~388

1,~~470~~801

1,~~387~~470

2333%

623%

Provision for income taxes

~~419~~565

~~344~~419

~~346~~344

2235%

~~(1)~~22%

Net income from finance operations

1,~~382~~823

1,~~126~~382

1,~~041~~126

2332%

823%

Our finance operations reported net income of $1.48 billion and $1.14 billion during fiscal ~~2025~~2026 and ~~2024~~2025, respectively. The increase in net income from finance operations for fiscal ~~2025~~2026 compared to fiscal ~~2024~~2025 was primarily due to a $~~1.1~~306 ~~billion~~million decrease in interest expense, a $282 million increase in total financing revenues, a $~~136~~244 million ~~increase~~decrease in ~~investment~~provision ~~and~~for ~~other~~credit ~~income~~losses, ~~net,~~and a $~~111~~5 million ~~decrease~~increase in ~~operating~~investment and ~~administrative~~other ~~expenses~~income, ~~and~~net, partially offset by a $71146 million ~~decrease~~increase in provision for ~~credit~~income ~~losses~~taxes, ~~partially offset by~~ a $~~1.1~~126 ~~billion~~million increase in ~~interest~~depreciation ~~expense~~on operating leases, and a $75124 million increase in ~~provision~~operating ~~for~~and ~~income~~administrative ~~taxes~~expenses.

Financing Revenues

Total financing revenues increased 92 percent during fiscal ~~2025~~2026 compared to fiscal ~~2024~~2025 due to the following:

•

Operating lease revenues ~~remained~~increased ~~relatively~~4 ~~unchanged~~percent in fiscal ~~2025~~2026 as compared to fiscal ~~2024~~2025, primarily due to higher average outstanding earning asset balances.

•

Retail financing revenues increased 191 percent in fiscal ~~2025~~2026 as compared to fiscal ~~2024~~2025, due to higher ~~portfolio~~ yields, ~~and~~partially ~~higher~~offset by lower average outstanding earning asset balances.

•

Dealer financing revenues ~~increased~~decreased 153 percent in fiscal ~~2025~~2026 as compared to fiscal ~~2024~~2025, primarily due to lower yields, partially offset by higher average outstanding earning asset balances.

As a result of the above, our total portfolio yield, which includes operating lease, retail and dealer financing revenues, increased to 6.89 percent for fiscal ~~2025~~2026, compared to 6.28 percent for fiscal ~~2024~~2025.

Depreciation on Operating Leases

We recorded depreciation on operating leases of $4.13 billion during fiscal ~~2025~~2026 compared to $4.21 billion during fiscal ~~2024~~2025. The ~~decrease~~increase isin ~~primarily~~depreciation ~~due~~on tooperating ~~lower~~leases ~~average~~for ~~operating~~fiscal ~~lease~~2026 ~~units~~compared ~~outstanding,~~to ~~partially~~fiscal ~~offset~~2025 bywas ~~higher~~primarily ~~expected~~due ~~and~~to ~~actual~~higher expected residual value losses.

Declines in used vehicle values resulting from increases in the supply of new vehicles and increases in new vehicle sales incentives could unfavorably impact return rates, residual values, and depreciation expense in the future.

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Interest Expense

	Years ended March 31,
(Dollars in millions)	~~2025~~2026			~~2024~~2025			~~2023~~2024
Interest expense on debt	$	5,~~667~~463		$	45,~~936~~667		$	24,~~919~~936
Interest expense (income) on derivatives		34272			~~(661~~34	)		(~~569~~661	)
Interest expense on debt and derivatives		5,~~701~~735			45,~~275~~701			24,~~350~~275
Gains on debt denominated in foreign currencies		(96	)		(80	)		(614	)
Losses (gains) on debt denominated in foreign currencies		604			(96	)		(80	)
(Gains) losses on foreign currency swaps		(108	)		(90	)		805
Gains on foreign currency swaps		(621	)		(108	)		(90	)
(Gains) losses on foreign currency debt and swaps		(204	)		(170	)		191
Gains on foreign currency debt and swaps		(17	)		(204	)		(170	)
Losses on U.S. dollar interest rate swaps		328			600			513
(Gains) losses on U.S. dollar interest rate swaps		(199	)		328			600
Total interest expense	$	5,~~825~~519		$	45,~~705~~825		$	34,~~054~~705

During fiscal ~~2025~~2026, total interest expense ~~increased~~decreased to $5.85 billion from $45.78 billion in fiscal ~~2024. The~~2025, ~~increase~~due into ~~interest~~net ~~expense~~gains on ~~debt~~U.S. ~~and~~dollar ~~derivatives~~interest ~~for~~rate ~~fiscal~~swaps, ~~2025~~partially ~~compared~~offset toby ~~fiscal~~an ~~2024~~increase isin ~~due~~interest toexpense ~~changes~~on indebt ~~interest~~and ~~rates~~derivatives and ~~higher~~a ~~average~~decrease ~~debt~~in ~~outstanding. Gains~~gains ~~or losses~~ on foreign currency debt and swaps~~, and U~~.S. ~~dollar interest rate swaps, are primarily driven by changes in the valuation of the swaps.~~

Interest expense on debt and derivatives for fiscal 2026 remained relatively consistent compared to fiscal 2025. Changes in interest expense on debt and derivatives are primarily attributable to changes in interest rates and average debt outstanding. Gains or losses on U.S. dollar interest rate swaps and foreign currency debt and swaps are primarily driven by changes in the valuation of the swaps.

Future changes in interest and foreign currency exchange rates could result in significant volatility in our interest expense, thereby affecting our results of operations.

Investment and Other Income, Net

We recorded investment and other income, net of $~~651~~656 million for fiscal ~~2025~~2026, compared to $~~515~~651 million for fiscal ~~2024~~2025. The increase in investment and other income, net for fiscal ~~2025~~2026 compared to fiscal ~~2024~~2025 was primarily due to higher affiliate service fee revenue and higher affiliate note receivable balances, partially offset by lower average balances on our cash and cash equivalents.

Provision for Credit Losses

We recorded a provision for credit losses of $~~768~~524 million for fiscal ~~2025~~2026, compared to $~~839~~768 million for fiscal ~~2024~~2025. The decrease in provision for credit losses for fiscal ~~2025~~2026 compared to the same period in fiscal ~~2024~~2025 was primarily due to ~~slower~~the ~~growth~~decrease in the size of our retail loan portfolio and ~~dealer~~a ~~portfolios~~refinement asof ~~well~~purchasing asand ~~improvements~~collection ~~in delinquencies, partially offset by an increase in net charge-offs~~activities.

Operating and Administrative Expenses

We recorded operating and administrative expenses of $1.45 billion for fiscal ~~2025~~2026, compared to $1.54 billion for fiscal ~~2024~~2025. The ~~decrease~~increase in operating and administrative expenses for fiscal ~~2025~~2026 compared to fiscal ~~2024~~2025 was primarily due to ~~lower general operating expenses and technology expenses, partially offset by~~ higher employee expenses.

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Voluntary Protection Operations

The following table summarizes key results of our voluntary protection operations:

	Years ended March 31,							Percentage change
	2025		2024		2023			2025 to 2024	2024 to 2023
	2026		2025		2024			2026 to 2025	2025 to 2024
Contracts (units in thousands)
Issued		3,~~317~~527		3,~~175~~317		23,~~998~~175		46%	64%
Average in force		1112,~~386~~084		1011,~~895~~386		10,~~292~~895		56%	65%
(Dollars in millions)
Voluntary protection contract revenues and insurance earned premiums	$	1,~~210~~320	$	1,~~120~~210	$	1,~~053~~120		89%	68%
Investment and other income (loss), net		333		358		(217	)	(7)%	(265)%
Investment and other income, net		495		333		358		49%	(7)%
Revenues from voluntary protection operations		1,~~543~~815		1,~~478~~543		~~836~~1,478		418%	774%
Expenses:
Voluntary protection contract expenses and insurance losses		~~638~~709		~~592~~638		~~470~~592		811%	268%
Operating and administrative		~~472~~470		~~454~~472		~~445~~454		40%	24%
Total expenses		1,~~110~~179		1,~~046~~110		~~915~~1,046		6%	146%
Income (loss) before income taxes		433		432		(79	)	0%	(647)%
Income before income taxes		636		433		432		47%	0%
Provision (benefit) for income taxes		103		98		(17	)	5%	(676)%
Provision for income taxes		148		103		98		44%	5%
Net income (loss) from voluntary protection operations	$	330	$	334	$	(62	)	(1)%	(639)%
Net income from voluntary protection operations	$	488	$	330	$	334		48%	(1)%

Our voluntary protection operations reported net income of $~~330~~488 million for fiscal ~~2025~~2026, compared to $~~334~~330 million for fiscal ~~2024~~2025. The ~~decrease~~increase in net income from voluntary protection operations for fiscal ~~2025~~2026, compared to fiscal ~~2024~~2025 was primarily due to a $46162 million increase in ~~voluntary protection contract expenses and insurance losses, a $25 million decrease in~~ investment and other income ~~(loss)~~, net, anand a $18110 million increase in ~~operating~~voluntary ~~and~~protection ~~administrative~~contract ~~expenses,~~revenues and ainsurance $5earned ~~million increase in provision for income taxes~~premiums, partially offset by a $9071 million increase in voluntary protection contract ~~revenues~~expenses and insurance ~~earned~~losses, ~~premiums~~and a $45 million increase in provision for income taxes.

Contracts issued increased 46 percent during fiscal ~~2025~~2026 compared to fiscal ~~2024~~2025, due to net growth in the voluntary protection portfolio, primarily due to higher issuances of ~~most~~prepaid ofmaintenance ~~our~~contracts, ~~voluntary~~guaranteed auto protection, ~~products~~and tire and wheel contracts. The average number of contracts in force increased 56 percent during fiscal ~~2025~~2026 compared to fiscal ~~2024~~2025, due to net growth in the voluntary protection product portfolio, most notably in prepaid maintenance contracts, certified pre-owned ~~vehicle~~ limited warranties, and vehicle service contracts.

Revenue from Voluntary Protection Operations

Our voluntary protection operations reported voluntary protection contract revenues and insurance earned premiums of $1.23 billion for fiscal ~~2025~~2026, compared to $1.12 billion for fiscal ~~2024~~2025. Voluntary protection contract revenues and insurance earned premiums represent revenues from in force contracts and are affected by issuances as well as the level, age, and mix of in force contracts. Voluntary protection contract revenues and insurance earned premiums are recognized over the term of the contracts ~~according~~in relation to ~~earnings~~the ~~factors~~timing ~~established~~and bylevel ~~management~~of ~~that~~anticipated ~~are based upon historical loss experience~~claims. The increase in voluntary protection contract revenues and insurance earned premiums for fiscal ~~2025~~2026 compared to fiscal ~~2024~~2025 was primarily due to an increase in our average in force contracts resulting from net growth in the voluntary protection portfolio.

Investment and Other Income, Net

Our voluntary protection operations reported investment and other income, net of $~~333~~495 million for fiscal ~~2025~~2026, compared to $~~358~~333 million for fiscal ~~2024~~2025. Investment and other income, net consists primarily of dividend and interest income, realized gains and losses on investments in marketable securities, changes in fair value from equity and available-for-sale debt securities for which the fair value option was elected, and credit loss expense on available-for-sale debt securities, if any. The ~~decrease~~increase in investment and other income, net in fiscal ~~2025~~2026, compared to fiscal ~~2024~~2025, was primarily due to ~~reduced~~ gains from changes in fair value on our equity investments ~~and available-for-sale debt securities for which the fair value option was elected,~~ as a result of market volatility, ~~partially offset by~~ reduced losses from sales of equity investments, and interest earned from affiliate notes receivable, which is eliminated in consolidation.

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Voluntary Protection Contract Expenses and Insurance Losses

Our voluntary protection operations reported voluntary protection contract expenses and insurance losses of $~~638~~709 million for fiscal ~~2025~~2026, compared to $~~592~~638 million for fiscal ~~2024~~2025. Voluntary protection contract expenses and insurance losses incurred are a function of the amount of covered risks, the frequency and severity of claims associated with in force contracts and the level of risk retained by our voluntary protection operations. Voluntary protection contract expenses and insurance losses include amounts paid and accrued for reported losses, estimates of losses incurred but not reported, and any related claim adjustment expenses. The increase in voluntary protection contract expenses and insurance losses in fiscal ~~2025~~2026 compared to fiscal ~~2024~~2025 was primarily due to an increase in frequency and severity of claims inon our ~~guaranteed auto protection,~~ prepaid maintenance ~~and vehicle service~~ contracts, as well as an increase in the severity of claims in our ~~guaranteed~~vehicle ~~auto~~service ~~protection~~ contracts and certified pre-owned vehicle ~~service~~limited ~~contracts~~warranties.

Operating and Administrative Expenses

Our voluntary protection operations reported operating and administrative expenses of $~~472~~470 million for fiscal ~~2025~~2026, compared to $~~454~~472 million for fiscal ~~2024. The increase in operating and administrative expenses in fiscal~~ 2025 ~~as compared to fiscal 2024 was primarily due to an increase in general operating expenses~~.

Provision for Income Taxes

We recorded a provision for income taxes of $~~522~~713 million for fiscal ~~2025~~2026, compared to $~~442~~522 million for fiscal ~~2024~~2025. Our effective tax rate was 24 percent and 23 percent for ~~both~~ fiscal ~~2025~~2026 and fiscal ~~2024~~2025, respectively. The ~~increase~~change in the provision for income taxes for fiscal ~~2025~~2026, compared to fiscal ~~2024~~2025, was primarily due to an increase in income before income taxes. The higher effective tax rate for fiscal 2026, compared to fiscal 2025, was primarily attributable to an increase in state tax provision.

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FINANCIAL CONDITION

Vehicle Financing Volume and Net Earning Assets

The composition of our vehicle contract volume and market share is summarized below:

Years ended March 31,

Percentage change

(Units in thousands):

~~2025~~2026

~~2024~~2025

~~2023~~2024

~~2025~~2026 to ~~2024~~2025

~~2024~~2025 to ~~2023~~2024

Vehicle financing volume 1:

New retail contracts

~~788~~709

~~840~~788

~~718~~840

(610)%

17(6)%

Used retail contracts

~~304~~255

~~390~~304

~~406~~390

(2216)%

(422)%

Lease contracts

~~434~~320

~~343~~434

~~258~~343

27(26)%

3327%

Total

1,~~526~~284

1,~~573~~526

1,~~382~~573

(316)%

14(3)%

TMNA subvened vehicle financing volume 2:

New retail contracts

~~460~~532

~~392~~460

~~446~~392

1716%

~~(12)~~17%

Used retail contracts

6460

5964

4859

8(6)%

238%

Lease contracts

~~286~~280

~~222~~286

~~148~~222

29(2)%

5029%

Total

~~810~~872

~~673~~810

~~642~~673

208%

520%

Market share of TMNA sales 3:

5453.53

54.45

5354.64

Total financing volume was comprised of approximately 8097 percent Toyota/Lexus, 18and 3 percent private label~~, and 2 percent~~ /non-Toyota/Lexus~~/private~~ ~~label~~ for fiscal ~~2025~~2026. Total financing volume was comprised of approximately 80 percent Toyota/Lexus, 16and 20 percent private label~~, and 4 percent~~ /non-Toyota/Lexus~~/private~~ ~~label~~ for fiscal ~~2024. Total~~2025 ~~financing volume was comprised of approximately 81 percent Toyota/Lexus, 12 percent private label,~~ and ~~7 percent non-Toyota/Lexus/private label for~~ fiscal ~~2023~~2024.

TMNA subvened volume units are included in the total vehicle financing. Units exclude third-party subvened units.

Represents the percentage of total domestic TMNA sales of new Toyota and Lexus vehicles financed by us, excluding sales under dealer rental car and commercial fleet programs, sales of a private Toyota distributor and private label vehicles financed.

Vehicle Financing Volume

The volume of our retail and lease contracts, which are acquired primarily from Toyota, Lexus, and private label dealers, is substantially dependent upon TMNA and private label sales volume, the level of TMNA, private label, and third-party sponsored subvention and other incentive programs, as well as TMCC competitive rate and other incentive programs.

Our financing volume decreased 316 percent in fiscal ~~2025~~2026, compared to fiscal ~~2024~~2025, primarily due to ~~decreases~~the inMFS ~~used and new retail contracts, offset by an increase in lease contracts~~Transition.

Our market share of TMNA sales ~~remained~~decreased ~~relatively~~approximately ~~consistent~~1 percentage point for fiscal ~~2025~~2026, compared to fiscal ~~2024~~2025, primarily due to increased competition from other financial institutions.

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The composition of our net earning assets is summarized below:

Years ended March 31,

Percentage change

(Dollars in millions)

~~2025~~2026

~~2024~~2025

~~2023~~2024

~~2025~~2026 to ~~2024~~2025

~~2024~~2025 to ~~2023~~2024

Net Earning Assets

Finance receivables, net

Retail finance receivables, net

8582,~~328~~962

85,~~576~~328

7885,~~216~~576

0(3)%

90%

Dealer financing, net 1

1618,~~421~~043

16,~~093~~421

1216,~~064~~093

210%

332%

Total finance receivables, net

101,~~749~~005

101,~~669~~749

90101,~~280~~669

0(1)%

130%

Investments in operating leases, net

3031,~~090~~205

2830,~~013~~090

2928,~~869~~013

74%

~~(6)~~7%

Net earning assets

~~131~~132,~~839~~210

~~129~~131,~~682~~839

~~120~~129,~~149~~682

20%

82%

Average original contract term in months

Lease contracts 2

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Retail contracts 3

Dealer Financing

(Number of dealers serviced)

Toyota, Lexus, and private label dealers1

1,~~197~~179

1,~~245~~197

1,~~264~~245

(42)%

(24)%

Dealers outside of the Toyota/Lexus/private label dealer network

~~383~~424

~~392~~383

~~393~~392

~~(2)~~11%

0(2)%

Total number of dealers receiving wholesale financing

1,~~580~~603

1,~~637~~580

1,~~657~~637

~~(3)~~1%

(13)%

Includes wholesale and other credit arrangements in which we participate as part of a syndicate of lenders.

Lease contract terms range from 24 months to 60 months.

Retail contract terms range from 24 months to 85 months.

Retail Contract Volume and Earning Assets

Our new retail contract volume decreased 610 percent during fiscal ~~2025~~2026 compared to fiscal ~~2024~~2025, primarily due to ~~consumer~~the ~~preference~~MFS ~~for~~Transition, ~~lease~~partially ~~contracts~~offset by an increase in new retail contract volume as a result of higher levels of subvention and other incentive programs.

Our used retail contracts decreased 2216 percent during fiscal ~~2025~~2026, compared to fiscal ~~2024~~2025, primarily due to increased competition in the used vehicle marketplace from other financial institutions and our continuous evaluation and refinement of purchasing practices.

Our retail finance receivables, net ~~remained~~decreased ~~relatively~~3 ~~consistent~~percent at March 31, ~~2025~~2026 as compared to March 31, ~~2024~~2025, primarily due to lower retail contracts outstanding.

Lease Contract Volume and Earning Assets

Our lease contract volume ~~increased~~decreased 2726 percent during fiscal ~~2025~~2026, compared to fiscal ~~2024~~2025, primarily due to ~~higher~~the ~~levels~~MFS ~~of incentive and subvention programs~~Transition. Our investments in operating leases, net, increased 74 percent at March 31, ~~2025~~2026 as compared to March 31, ~~2024~~2025, primarily due to higher average vehicle ~~values~~costs of leases acquired.

Dealer Financing and Earning Assets

Dealer financing, net increased 210 percent at March 31, ~~2025~~2026, as compared to March 31, ~~2024~~2025, primarily due to an increase in ~~financing for~~ real estate and ~~revolving~~working ~~credit,~~capital ~~partially offset by a decrease in wholesale~~ financing.

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Residual Value Risk

We are exposed to risk on the disposition of leased vehicles that are not purchased by lessees, dealers, or third parties at contractual residual value to the extent that sales proceeds realized upon the sale of returned lease vehicles are not sufficient to cover the contractual residual value that was estimated at lease inception.

Factors Affecting Exposure to Residual Value Risk

Residual value represents an estimate of the end-of-term market value of a leased vehicle. The primary factors affecting our exposure to residual value risk are the levels at which residual values are established at lease inception, current economic conditions and outlook, projected end-of-term market values, and the resulting impact on depreciation expense and lease return rates. Higher average operating lease units outstanding and the resulting increase in future maturities, a higher supply of used vehicles, as well as further deterioration in actual and expected used vehicle values for Toyota, Lexus, and private label vehicles could unfavorably impact return rates, residual values, and depreciation expense. The evaluation of these factors involves significant assumptions, complex analyses, and management judgment. Refer to “Critical Accounting Estimates” for further discussion of the estimates involved in the determination of accumulated depreciation on investments in operating leases.

Residual Values at Lease Inception

Residual values of lease vehicles are estimated at lease inception by examining external industry data, the anticipated Toyota, Lexus, and private label product pipeline and our own experience. Factors considered in this evaluation include, macroeconomic forecasts, historical portfolio trends, new vehicle pricing, new vehicle incentive programs, new vehicle sales, product attributes of popular vehicles, the mix and level of used vehicle supply, current and projected used vehicle values, the actual or perceived quality, safety or reliability of Toyota, Lexus, and private label vehicles, and fuel prices. We use various channels to sell vehicles returned at lease-end. Refer to Part 1, 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 our 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 these factors in the future. For investments in 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 our Consolidated Statements of Income as a change in accounting estimate.

Lease Return Rate

The lease return rate represents the number of 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 or dealer 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 market value 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 residual value risk which impacts depreciation expense at lease termination.

Impairment of Operating Leases

We evaluate our investment in operating leases portfolio for potential impairment when we determine a triggering event has occurred. When a triggering event has occurred, we perform a test of 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 of 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 would be recorded in our Consolidated Statements of Income. As of March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024 and during the years then ended, there was no impairment in our investment in operating leases portfolio.

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Disposition of Off-Lease Vehicles

The following table summarizes scheduled maturities on our operating lease portfolio and off-lease vehicles sold at lease termination:

	Years ended March 31,						Percentage Change
(Units in thousands)	~~2025~~2026		~~2024~~2025		~~2023~~2024		~~2025~~2026 to ~~2024~~2025	~~2024~~2025 to ~~2023~~2024
Scheduled maturities		~~401~~247		~~488~~401		~~486~~488	(1838)%	0(18)%
Vehicles sold through:
Direct dealer programs
Grounding dealer		1713		1117		1311	55(24)%	~~(15)~~55%
Exclusive online channels		158		415		14	~~275~~(47)%	~~300~~275%
Physical wholesale auctions		2118		1121		511	91(14)%	~~120~~91%
Total vehicles sold at lease termination 1		5339		2653		1926	~~104~~(26)%	37104%

Excludes leased vehicles purchased by lessees or dealers at contractual residual value prior to an authorized dealer securing the vehicle.

Scheduled maturities decreased 1838 percent in fiscal ~~2025~~2026 compared to fiscal ~~2024~~2025, primarily due to lower average operating lease units outstanding. Total vehicles sold at lease termination ~~increased~~decreased ~~104~~26 percent in fiscal ~~2025~~2026, compared to fiscal ~~2024. We~~2025 ~~saw~~as ~~an increase in return rates due to~~ a ~~general~~result ~~industry increase~~ of ~~inventory~~the ~~levels~~decrease ofin ~~new~~scheduled ~~vehicles~~maturities. Refer to Part 1, Item 1. Business, “Finance Operations – Retail and Lease Financing - Remarketing” for additional information on disposal of lease vehicles.

Depreciation on 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 cost and its residual value established at lease inception. Changes to residual values 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 assumptions involved in the determination of residual values.

Depreciation on operating leases and average operating lease units outstanding are as follows:

	Years ended March 31,						Percentage
	2025		2024		2023		2025 to 2024	2024 to 2023
	2026		2025		2024		2026 to 2025	2025 to 2024
Depreciation on operating leases (dollars in millions)	$	4,~~134~~260	$	4,~~179~~134	$	54,~~122~~179	~~(1)~~3%	(1)%	~~(18~~	)%
Average operating lease units outstanding (in thousands)		~~894~~893		~~978~~894		~~1,141~~978	~~(9)~~0%	(9)%	~~(14~~	)%

We recorded depreciation expense on operating leases of $4.13 billion for fiscal ~~2025~~2026, compared to $4.21 billion for fiscal ~~2024~~2025. The ~~decrease~~increase isin ~~primarily~~depreciation ~~due~~on tooperating ~~lower~~leases ~~average~~for ~~operating~~fiscal ~~lease~~2026 ~~units~~compared ~~outstanding,~~to ~~partially~~fiscal ~~offset~~2025 bywas ~~higher~~primarily ~~expected~~due ~~and~~to ~~actual~~higher expected residual value losses.

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Credit Risk

We are exposed to credit risk on our retail loans and dealer portfolios. Credit risk on our finance receivables is the risk of loss arising from the failure of consumers or dealers to make contractual payments. The level of credit risk on our retail loan portfolio is influenced by ~~two~~ factors such as: ~~default~~the ~~frequency~~total number of contracts that experience default 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 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 the financial condition of automotive manufacturers in general.

Factors Affecting Retail Loan 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, US Government stimulus and relief programs, and unforeseen events such as natural disasters, severe weather, ~~health~~ epidemics or geopolitical conflicts, among other factors, can influence both ~~default~~the ~~frequency~~number of defaults and loss severity.

Used Vehicle Market

Changes in used vehicle values 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, new vehicle inventory, the level of manufacturer incentive programs on new vehicles, the manufacturer’s actual or perceived reputation for quality, safety, or 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 loan contracts influences credit losses. Longer term contracts generally experience a higher rate of default ~~and thus affect default frequency~~. In addition, ~~the carrying values of vehicles under~~ longer term contracts ~~decline at a slower rate~~, ~~resulting~~result in a longer period during which we may be subject to used vehicle market volatility, which may in turn lead to increased loss severity upon disposition of repossessed vehicles.

The types and models of ~~the~~ vehicles in our retail loan portfolio ~~has~~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 values of used vehicles and consequently, loss severity.

Operational Changes

Operational changes and ongoing implementation of new information and transaction systems and improved methods of consumer evaluation are designed to have a positive effect on the credit risk profile of our retail loan portfolio. Customer service improvements in the management of delinquencies and credit losses increase operational efficiency and effectiveness. We remain focused on our service operations and credit loss mitigation methods. We are exposed to operational risk related to potential changes in the regulatory landscape which may limit our ability to conduct pre and post charge-off collections activity.

In an effort to mitigate credit losses, we regularly evaluate our purchasing practices. We limit our risk exposure by limiting approvals of lower credit quality contracts and requiring certain 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 to focus on early and late-stage delinquencies to increase the likelihood of resolution. We have also increased efficiency in our collections through the use of technology.

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Factors Affecting Dealer 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 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 dealers and 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 dealers and 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 periodic 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 in order to identify possible risks. We continue to enhance our risk management processes to mitigate dealer portfolio risk and to focus on higher risk dealers through enhanced risk governance, inventory audits, and credit watch processes. Where appropriate, we increase the frequency of our audits and examine more closely the financial condition of the dealer or dealer group. We continue to be diligent in underwriting dealers and have conducted targeted personnel training to address dealer credit risk.

Additionally, TMNA and other manufacturers may be obligated by applicable law, or under agreements with us, to repurchase or to reassign new vehicle inventory we financed that meets certain mileage and model year parameters, curtailing our risk. We also provide other types of financing to certain Toyota and Lexus dealers and other third parties at the request of TMNA or private Toyota distributors, and the credit risk associated with such financing is mitigated by guarantees from TMNA or the applicable private distributors.

We also provide financing for some dealerships which sell products not distributed by TMNA or any of its affiliates. A significant adverse change in a non-Toyota/Lexus manufacturer such as restructuring or bankruptcy may increase the risk associated with the dealers we have financed that sell these products.

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Consumer Origination, Credit Loss, and Delinquency Experience

Our credit loss experience may be affected by a number of factors including the economic environment, our purchasing, servicing, and collections practices, used vehicle market conditions and subvention. Changes in the economy that impact the consumer such as increasing interest rates, and a rise in the unemployment rate as well as higher debt balances, coupled with deterioration in actual and expected used vehicle values, could increase our credit losses. In addition, a decline in the effectiveness of our collection practices could also increase our credit losses. We continuously evaluate and refine our purchasing practices and collection efforts to ~~minimize~~optimally manage risk. In addition, subvention contributes to our overall portfolio quality, as subvened contracts typically have higher credit scores than non-subvened contracts. For 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 origination experience:

	Years Ended March 31,
	2025	2024	2023
	2026	2025	2024
Average consumer portfolio origination FICO score	~~759~~753	~~756~~759	~~744~~756
Average consumer retail loan origination term (months) 1	69	69	69

Retail loan origination greater than or equal to 78 months was 11%, ~~11%, 10%~~ as of March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, respectively.

While we have included the average origination FICO score to illustrate origination trends, we also use a proprietary credit scoring system to evaluate an applicant’s risk profile. Refer to Part I. Item 1. Business “Finance Operations” for further discussion of the proprietary manner in which we evaluate risk.

The following table provides information related to our consumer finance receivables and investment in operating leases:

	Years ended March 31,
	2025	2024	2023
	2026	2025	2024
Net charge-offs as a percentage of average finance receivables 1, 5	0.72%	0.69%	0.54%
Net charge-offs as a percentage of average finance receivables 1	0.80%	0.86%	0.80%
Default frequency as a percentage of outstanding consumer finance receivables contracts	1.59%	1.25%	0.89%
Average finance receivables loss severity per unit 2	$13,602	$13,989	$14,113
Average consumer finance receivables loss severity per unit 2	$13,989	$14,113	$12,425
Aggregate balances for accounts 60 or more days past due as a percentage of earning assets 3, 4
Aggregate balances for accounts 60 or more days past due as a percentage of earning assets 3, 4, 5
Finance receivables	0.71%	0.69%	0.76%
Finance receivables	0.58%	0.64%	0.61%
Operating leases	0.37%	0.37%	0.48%
Operating leases	0.37%	0.48%	0.40%

Net charge-off includes the write-offs of accounts deemed to be uncollectable and accounts greater than 120 days past due.

Average loss per unit upon disposition of repossessed vehicles or charge-off prior to repossession.

Substantially all retail receivables do not involve recourse to the dealer in the event of customer default.

Includes accounts in bankruptcy and excludes accounts for which vehicles have been repossessed.

~~Excludes~~Net ~~accrued~~charge-offs ~~interest~~as a percentage of average finance receivables decreased to 0.80 percent at March 31, 2026 from 0.86 percent at March 31, 2025. Our average finance receivables loss severity per unit for fiscal 2026 decreased to $13,602 from $13,989 in fiscal 2025. The decrease in net charge-offs and loss severity per unit was primarily due to a refinement of purchasing and collection activities.

~~Management~~Our ~~considers~~aggregate ~~historical~~balances ~~credit loss information when assessing the allowance~~ for ~~credit~~accounts ~~losses. Historical~~60 ~~credit~~or ~~losses~~more ~~are~~days ~~primarily~~past ~~driven~~due byon ~~two factors: default frequency and loss severity. Net charge-offs as a percentage of average~~ finance receivables increased slightly to 0.7271 percent at March 31, ~~2025~~2026, ~~from~~compared to 0.69 percent at March 31, ~~2024~~2025. Our ~~and~~aggregate ~~default~~balances ~~frequency~~for asaccounts a60 ~~percentage~~or ofmore ~~outstanding~~days ~~finance~~past ~~receivables~~due ~~contracts~~on ~~increased~~operating toleases ~~1.59~~was ~~percent for fiscal 2025 compared to 1~~0.2537 percent ~~for~~at ~~fiscal 2024.~~both ~~The~~March ~~increases in net charge-offs and default frequency were due to an increase in higher average amounts financed and economic conditions~~31, ~~including~~2026 ~~consumer price increases~~ and ~~higher interest rates which have negatively impacted some consumers' ability to make scheduled payments. Our average finance receivables loss severity per unit for fiscal~~ 2025 ~~decreased to $13,989 from $14,113 in fiscal 2024~~. ~~The decrease in loss severity per unit is primarily due to a decrease in full balance charge-offs, partially offset by higher average amounts financed.~~

Our aggregate balances for accounts 60 or more days past due on finance receivables decreased to 0.58 percent at March 31, 2025, compared to 0.64 percent at March 31, 2024. Our aggregate balances for accounts 60 or more days past due on operating leases decreased to 0.37 percent at March 31, 2025, compared to 0.48 percent at March 31, 2024. The decrease in our aggregate balances for accounts 60 or more days past due as percentage of finance receivables and operating leases was primarily due to our continuous evaluation and refinement of purchasing practices and collections activities. 43

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Allowance for Credit Losses

We maintain an allowance for credit losses which is measured by an impairment model that reflects lifetime expected losses.

The allowance for credit losses for our retail loan portfolio is measured on a collective basis when loans have similar risk characteristics such as loan-to-value ratio, book payment-to-income ratio, FICO score at origination, collateral type (new or used, Lexus, Toyota, or private label), contract term, and other relevant factors. We use statistical models to estimate lifetime expected credit losses of our retail loan portfolio segment by applying probability of default and loss given default to the exposure at default on a loan level basis. Probability of default models are developed from internal risk scoring models which consider variables such as delinquency status, historical ~~default~~loss ~~frequency~~experience, and other credit quality indicators. Other credit quality indicators include loan-to-value ratio, book payment-to-income ratio, FICO score at origination, collateral type, and contract term. Loss given default models forecast the extent of losses given that a default has occurred and consider variables such as collateral, trends in recoveries, historical loss severity, and other contract structure variables. Exposure at default represents the expected outstanding principal balance, including the effects of expected prepayment when applicable. The lifetime expected credit losses incorporate the probability-weighted forward-looking macroeconomic forecasts for baseline, favorable, and adverse scenarios. The loan lifetime is regarded by management as the reasonable and supportable period. We use macroeconomic forecasts from a third party and update such forecasts quarterly. On an ongoing basis, we review our models, including macroeconomic factors, the selection of macroeconomic scenarios and their weighting to ensure they reflect the risk of the portfolio.

For the allowance for credit losses for our dealer portfolio, an allowance for credit losses is established for both outstanding dealer finance receivables and certain unfunded off-balance sheet lending commitments. The allowance for credit losses is measured on a collective basis when loans have similar risk characteristics such as dealer group internal risk rating and loan-to-value ratios. We measure lifetime expected credit losses of our dealer products portfolio segment by applying probability of default and loss given default to the exposure at default on a loan level basis. Probability of default is primarily established based on internal risk assessments. The probability of default model also considers qualitative factors related to macroeconomic outlooks. Loss given default is established based on the nature and market value of the collateral, loan-to-value ratios and other credit quality indicators. Exposure at default represents the expected outstanding principal balance. The lifetime of the loan or lending commitment is regarded by management as the reasonable and supportable period. On an ongoing basis, we review our models and the macroeconomic outlook, to ensure they reflect the risk of the portfolio.

If management does not believe the models adequately reflect lifetime expected credit losses, a qualitative adjustment is made to reflect management judgment regarding observable changes in recent or expected economic trends and conditions, portfolio composition, and other relevant factors.

The following table provides information related to our allowance for credit losses for finance receivables and certain off-balance sheet lending commitments:

Years ended March 31,

(Dollars in millions)

~~2025~~2026

~~2024~~2025

~~2023~~2024

Allowance for credit losses at beginning of period

1,~~684~~704

1,~~513~~684

1,~~272~~513

Charge-offs

(~~887~~840

)

(~~776~~887

)

(~~535~~776

)

Recoveries

~~139~~153

~~108~~139

63108

Provision for credit losses

~~768~~524

~~839~~768

~~713~~839

Allowance for credit losses at end of period 1

1,~~704~~541

1,~~684~~704

1,~~513~~684

Allowance for credit losses as a percentage of finance receivables 1

1.5946

1.5859

1.6258

Ending balances as of March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024 exclude $6044 million, $4760 million, and $2447 million, respectively, of allowance for credit losses recorded in Other liabilities on the Consolidated Balance Sheets which is related to off-balance-sheet commitments.

Our allowance for credit losses ~~and~~decreased ~~the~~to $1.5 billion at March 31, 2026 from $1.7 billion at March 31, 2025. The allowance for credit losses as a percentage of finance receivables ~~were~~decreased ~~relatively~~to ~~consistent~~1.46 percent in fiscal 2026 from 1.59 percent in fiscal 2025. The decrease in the allowance for credit losses and allowance for credit losses as a percentage of ~~March~~finance ~~31,~~receivables ~~2025~~was ~~compared~~primarily due to ~~March~~the ~~31,~~decrease ~~2024~~in the size of our retail loan portfolio and a refinement of purchasing and collection activities.

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Future changes in the economy that impact the consumer and consumer confidence such as increasing interest rates and a rise in the unemployment rate as well as higher debt balances, coupled with deterioration in actual and expected used vehicle values, could result in further increases to our allowance for credit losses. In addition, a decline in the effectiveness of our collection practices could also increase our allowance for credit losses.

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LIQUIDITY AND CAPITAL RESOURCES

Cash Requirements, Obligations, and Arrangements

Our primary material cash requirements include the acquisition of finance receivables and investment in operating leases from dealers, providing various financing to dealers, payments related to debt and swaps, operating expenses, voluntary protection contract expenses, income taxes, and dividend payments. In conjunction with our cash requirements, we have certain obligations to make future payments under contracts and commitments. Aggregate contractual obligations and commitments in existence at March 31, ~~2025~~2026, are summarized as follows:

(Dollars in millions)	Payments due by period
Contractual obligations	~~2026~~2027		~~2027~~2028		~~2028~~2029		~~2029~~2030		~~2030~~2031		Thereafter		Total
Debt 1	$	57,~~794~~690	$	27,~~839~~059	$	1612,~~839~~890	$	69,~~447~~464	$	810,~~952~~220	$	108,~~390~~378	$	~~128~~125,~~261~~701
Estimated interest payments for debt 2		3,~~905~~722		2,~~516~~390		1,~~567~~506		~~981~~1,049		~~685~~643		~~895~~855		10,~~549~~165
Premises occupied under lease		1423		2329		2729		2629		2730		~~111~~116		~~228~~256
Purchase obligations 3		78		32		-		-		-		-		10
Total	$	61,~~720~~443	$	3029,~~381~~480	$	1814,~~433~~425	$	710,~~454~~542	$	910,~~664~~893	$	119,~~396~~349	$	~~139~~136,~~048~~132

Debt reflects the remaining principal obligation. Foreign currency denominated debt principal is based on exchange rates as of March 31, ~~2025~~2026. Debt excludes unamortized premium/discount and debt issuance costs of $~~516~~501 million.

Interest payments for debt payable in foreign currencies or based on variable interest rates are estimated using the applicable current rates as of March 31, ~~2025~~2026.

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. The contracts noted herein contain voluntary provisions under which the contract may be terminated for a specified fee depending upon the contract.

The contractual obligations and commitments in the above table do not include our contractual obligations on derivative instruments because future cash obligations under these contracts are inherently uncertain. We recognize all derivative instruments on our consolidated balance sheet at fair value. The amounts recognized as fair value do not represent the amounts that will be ultimately paid or received upon settlement under these contracts. Refer to Note 6 – Derivatives, Hedging Activities and Interest Expense of the Notes to the Consolidated Financial Statements for additional discussion and disclosure.

In addition, the contractual obligations and commitments in the above table do not include term loans and revolving lines of credit we extend to dealers and dealer groups and other off-balance sheet guarantees and commitments, as the amount, if any, and timing of future payments is uncertain.

We provide fixed and variable rate credit facilities to dealers and various multi-franchise organizations referred to as dealer groups. These credit facilities are typically used for facilities construction and refurbishment, working capital requirements, real estate purchases, business acquisitions, and other general business purposes. These loans are typically secured with liens on real estate, vehicle inventory, and/or other dealership assets, as appropriate, and may be guaranteed by the individual or corporate guarantees of the affiliated dealers, dealer groups, or dealer principals. Refer to Note 9 – Commitments and Contingencies of the Notes to Consolidated Financial Statements for additional discussion and disclosure on credit facility commitments with dealers.

We have also extended credit facilities to affiliates as described in Note 12 – Related Party Transactions of the Notes to Consolidated Financial Statements.

TMCC has guaranteed the payments of principal and interest with respect to the bond obligations 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. 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 applicable affiliates for any amounts paid. TMCC receives a nominal annual fee 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 9 – Commitments and Contingencies of the Notes to Consolidated Financial Statements.

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In the ordinary course of business, we enter into agreements containing indemnification provisions standard in the industry related to several types of transactions. Refer to Note 9 – 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, ~~2025~~2026, we determined that it is not probable that we will be required to make any material payments in the future. As of March 31, ~~2025~~2026 and ~~2024~~2025, no amounts have been recorded under these indemnification provisions.

Liquidity

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 earning assets. This strategy has led us to develop a diversified borrowing base that is distributed across a variety of markets, geographies, investors, and financing structures.

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. 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 $4.9 billion to $14.10 billion with an average balance of $9.30 billion during fiscal ~~2025~~2026. The amount of excess funds we hold excludes amounts related to voluntary protection operations, and may fluctuate, depending on market conditions and other factors. We also have access to liquidity under a $5.0 billion credit facility with TMS, which as of March 31, ~~2025~~2026, had no outstanding amount and is further described in Note 7 – Debt and Credit Facilities of the Notes to the Consolidated Financial Statements. We believe we have sufficient capacity to meet our short-term funding requirements and manage our liquidity, including payment of dividends.

Credit support is provided to us by our indirect parent TFSC, and, in turn, to TFSC by 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 a guarantee by TMC or TFSC of any securities or obligations of TFSC or TMCC, respectively. The fees paid pursuant to these agreements are disclosed in Note 12 – Related Party Transactions of the Notes to Consolidated Financial Statements.

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, particularly in those countries experiencing significant economic, fiscal or political strain, and the corresponding likelihood of default. As of March 31, ~~2025~~2026, our exposure to foreign sovereign and non-sovereign counterparties was not significant. Refer to the “Liquidity and Capital Resources - Credit Facilities and Letters of Credit” section and Part I, Item 1A. Risk Factors – “The failure or commercial soundness of our counterparties and other financial institutions may have an effect on our liquidity, results of operations or financial condition” for further discussion.

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Funding

The following table summarizes the components of our outstanding debt which includes unamortized premiums, discounts, debt issuance costs and the effects of foreign currency translation adjustments:

	March 31, 2025					March 31, 2024
	March 31, 2026					March 31, 2025
(Dollars in millions)	Face value		Carrying value		Weighted averagecontractual interest rates	Face value		Carrying value		Weighted averagecontractual interest rates
Unsecured notes and loans payable
Commercial paper	$	17,~~494~~952	$	17,~~283~~742	43.5695%	$	17,~~462~~494	$	17,~~222~~283	54.5956%
U.S. medium term note ("MTN") program		54,371		54,210	4.17%		53,146		52,981	4.06%
U.S. medium term note (“MTN”) program		51,805		51,652	4.13%		54,371		54,210	4.17%
Euro medium term note ("EMTN") program		15,449		15,354	3.05%		13,637		13,550	2.54%
Euro medium term note (“EMTN”) program		16,513		16,427	3.19%		15,449		15,354	3.05%
Other debt		3,~~182~~317		3,~~181~~316	4.9527%		43,~~331~~182		43,~~330~~181	54.4495%
Total Unsecured notes and loans payable		9089,~~496~~587		9089,~~028~~137	43.0893%		8890,~~576~~496		8890,~~083~~028	4.1908%
Secured notes and loans payable		3736,~~765~~114		3736,~~717~~063	4.5344%		3437,~~387~~765		3437,~~337~~717	4.6453%
Total debt	$	~~128~~125,~~261~~701	$	~~127~~125,~~745~~200	4.2107%	$	~~122~~128,~~963~~261	$	~~122~~127,~~420~~745	4.3221%

Unsecured notes and loans payable

The following table summarizes the significant activities by program of our Unsecured notes and loans payable:

(Dollars in millions)	Commercial paper 1		MTNs			EMTNs			Other 1			TotalUnsecurednotes andloanspayable
Balance at March 31, 2024	$	17,462	$	53,146		$	13,637		$	4,331		$	88,576
Issuances		32		20,675			3,584			1,200			25,491
Maturities and terminations		-		(19,450	)		(1,777	)		(2,349	)		(23,576	)
Non-cash changes in foreign currency rates		-		-			5			-			5
Balance at March 31, 2025	$	17,494	$	54,371		$	15,449		$	3,182		$	90,496
Issuances during the one month ended April 30, 2025	$	3,420	$	-		$	-		$	60		$	3,480
Issuances		458		17,210			1,956			500			20,124
Maturities and terminations		-		(19,776	)		(1,531	)		(365	)		(21,672	)
Non-cash changes in foreign currency rates		-		-			639			-			639
Balance at March 31, 2026	$	17,952	$	51,805		$	16,513		$	3,317		$	89,587
Issuances during the one month ended April 30, 2026	$	2,173	$	658		$	-		$	82		$	2,913

Changes in Commercial paper and certain Other unsecured notes are shown net due to their short duration.

Commercial paper

Short-term funding needs are met through the issuance of commercial paper in the U.S. Commercial paper outstanding under our commercial paper programs ranged from approximately $17.21 billion to $18.05 billion during fiscal ~~2025~~2026, with an average outstanding balance of $17.68 billion. Our commercial paper programs are supported by the credit facilities discussed under the heading “Credit Facilities and Letters of Credit.” We believe we have sufficient capacity to meet our short-term funding requirements and manage our liquidity.

MTN program

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 currently 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 January 2027. 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 and cross-default provisions. We are currently in compliance with these covenants.

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EMTN program

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 ~~2024~~2025, 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 €60.0 billion or the equivalent in other currencies. 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. We are currently in compliance with these covenants.

Other debt

TMCC has entered into term loan agreements with various banks. These term loan agreements contain covenants and conditions customary in transactions of this nature, including negative pledge provisions, cross-default provisions and limitations on certain consolidations, mergers and sales of assets. We are currently in compliance with these covenants and conditions.

We may 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. Amounts borrowed from affiliates are recorded in Other liabilities on our Consolidated Balance Sheets and are therefore excluded from Debt amounts.

Secured notes and loans payable

Asset-backed securitization of our earning asset portfolio provides us with an alternative source of funding. We regularly execute public or private securitization transactions.

The following table summarizes the significant activities of our Secured notes and loans payable:

(Dollars in millions)	Securednotes andloanspayable
Balance at March 31, 2024	$	34,387
Issuances		22,473
Maturities and terminations		(19,095	)
Balance at March 31, 2025	$	37,765
Issuances during the one month ended April 30, 2025	$	3,260
Issuances		20,960
Maturities and terminations		(22,611	)
Balance at March 31, 2026	$	36,114
Issuances during the one month ended April 30, 2026	$	2,760

We securitize finance receivables and beneficial interests in investments in operating leases (“Securitized Assets”) using a variety of structures. Our securitization transactions involve the transfer of Securitized Assets to bankruptcy-remote special purpose entities. These bankruptcy-remote entities are used to ensure that the Securitized Assets are isolated from the claims of creditors of TMCC and that the cash flows from these assets are available solely for the benefit of the investors in these asset-backed securities. Investors in asset-backed securities do not have recourse to our other assets, and neither TMCC nor our affiliates guarantee these obligations. We are not required to repurchase or make reallocation payments with respect to the Securitized Assets that become delinquent or default after securitization. As seller and servicer of the Securitized Assets, we are required to repurchase or make a reallocation payment with respect to the underlying assets that are subsequently discovered not to have met specified eligibility requirements. This repurchase obligation is customary in securitization transactions. With the exception of our revolving asset-backed securitization program, funding obtained from our securitization transactions is repaid as the underlying Securitized Assets amortize.

We service the Securitized Assets in accordance with our customary servicing practices and procedures. Our servicing duties include collecting payments on Securitized Assets 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 Securitized Assets, including collections, investor distributions, delinquencies, and credit losses. We also perform administrative services for the special purpose entities.

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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, 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 securitized receivables with relatively low contractual interest rates.

•

Subordinated notes: The subordination of principal and interest payments on subordinated notes may provide additional credit enhancement to holders of senior notes.

In addition to the credit enhancement described above, we may enter into interest rate swaps with our special purpose entities that issue variable rate debt. Under the terms of these swaps, the special purpose entities 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 notes and loans payable. This arrangement enables the special purpose entities to mitigate the interest rate risk inherent in issuing variable rate debt that is secured by fixed rate Securitized Assets.

Securitized Assets and the related debt remain on our Consolidated Balance Sheets. We recognize financing revenue on the Securitized Assets. We also recognize interest expense on the secured notes and loans payable issued by the special purpose entities and maintain an allowance for credit losses on the Securitized Assets to cover estimated lifetime expected credit losses using a methodology consistent with that used for our non-securitized asset 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.

Our secured notes also include a revolving asset-backed securitization program, backed by a revolving pool of finance receivables and cash collateral. Cash flows from these receivables during the revolving period in excess of what is needed to pay certain expenses of the securitization trust and contractual interest payments on the related secured notes may be used to purchase additional receivables, provided that certain conditions are met following the purchase. The secured notes feature a scheduled revolving period, with the ability to repay the secured notes in full, after which an amortization period begins. The revolving period may also end with the amortization period beginning upon the occurrence of certain events that include certain segregated account balances falling below their required levels, credit losses or delinquencies on the pool of assets supporting the secured notes exceeding specified levels, the adjusted pool balance falling to less than 50% of the initial principal amount of the secured notes, or interest not being paid on the secured notes.

Public Securitization

We maintain a shelf registration statement with the SEC to provide for the issuance of securities backed by Securitized Assets in the U.S. capital markets during the three-year period ending December 2027. 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. As of March 31, ~~2025~~2026 and ~~2024~~2025, we did not have any outstanding lease securitization transactions registered with the SEC.

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Credit Facilities and Letters of Credit

For additional liquidity purposes, we maintain credit facilities, which may be used for general corporate purposes, as described below:

364-Day Credit Agreement, Three-Year Credit Agreement and Five-Year Credit Agreement

TMCC, Toyota Credit de Puerto Rico Corp. (“TCPR”), and other Toyota affiliates are party to a $5.0 billion 364-day syndicated bank credit facility, a $5.0 billion three-year syndicated bank credit facility, and a $5.0 billion five-year syndicated bank credit facility, expiring in fiscal years ending March 31, ~~2026~~2027, ~~2028~~2029, and ~~2030~~2031, respectively.

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 certain consolidations, mergers and sales of assets. These agreements were not drawn upon and had no outstanding balances as of March 31, ~~2025~~2026 and ~~2024~~2025. We are currently in compliance with the covenants and conditions of the credit agreements described above.

Committed Revolving Asset-backed Facility

We are party to a 364-day revolving securitization facility with certain bank-sponsored asset-backed conduits and other financial institutions expiring in the fiscal year ending March 31, ~~2026~~2027. Under the terms and subject to the conditions of this facility, the committed lenders under the facility have committed to make advances up to a facility limit of $89.50 billion backed by eligible retail finance receivables transferred by us to a special-purpose entity acting as borrower. We utilized $5.81 billion and $35.48 billion of this facility as of March 31, ~~2025~~2026 and ~~2024~~2025, respectively.

Other Unsecured Credit Agreements

TMCC is party to additional unsecured credit facilities with various banks. As of March 31, ~~2025~~2026, TMCC had committed bank credit facilities totaling $4.1 billion of which $2.20 billion, ~~and~~ $1.9 billion, and $200 million and mature in fiscal years ending March 31, ~~2026~~2027, 2029, and ~~2028~~2031, respectively.

These credit agreements contain covenants and conditions customary in transactions of this nature, including negative pledge provisions, cross-default provisions and limitations on certain consolidations, mergers and sales of assets. These credit facilities were not drawn upon and had no outstanding balances as of March 31, ~~2025~~2026 and ~~2024~~2025. We are currently in compliance with the covenants and conditions of the credit agreements described above.

TMCC is party to a $5.0 billion ~~three~~364-~~year~~day revolving credit facility with TMS expiring ~~in the fiscal year ending~~ March 31, ~~2028~~2027. This credit facility was not drawn upon and had no outstanding balance as of March 31, ~~2025~~2026 and ~~2024~~2025.

From time to time, we may borrow from affiliates based upon a number of business factors such as funds availability, cash flow timing, relative cost of funds, and market access capabilities.

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Credit Ratings

The cost and availability of unsecured financing is influenced by credit ratings, which are intended to be an indicator of the creditworthiness of a particular company, security, or obligation. Lower ratings generally result in higher borrowing costs as well as reduced access to capital markets. Credit ratings are not recommendations to buy, sell, or hold securities, and are subject to revision or withdrawal at any time by the assigning credit rating organization. Each credit rating organization may have different criteria for evaluating risk, and therefore ratings should be evaluated independently for each organization. Our credit ratings depend in part on the existence of the credit support agreements of TFSC and TMC. 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.”

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 intangible assets) of at least JPY 10 million, equivalent to approximately $6763 thousand at March 31, ~~2025~~2026; 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 unless and until (1) all Securities issued on or prior to the date of the termination notice have been repaid or (2) each rating agency that has issued a rating in respect of TFSC or any Securities upon the request of TMC or TFSC 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 intangible 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. 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 receive 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.

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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

Our liabilities consist mainly of fixed and variable rate debt, denominated in U.S. dollars and various other 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 economically hedge the interest rate and foreign currency risks that result from the different characteristics of our assets and liabilities. Our use of derivative transactions is intended to reduce long-term fluctuations in the fair value of assets and liabilities caused by market movements. All of our derivatives are categorized as not designated for hedge accounting, and all of our derivative activities are authorized and monitored by our management and our Asset-Liability Committee (“ALCO”) which provides a framework for financial controls and governance to manage market risk.

Refer to Note 6 – Derivatives, Hedging Activities and Interest Expense of the Notes to Consolidated Financial Statements for further discussion and disclosure on derivative instruments.

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NEW ACCOUNTING GUIDANCE

Refer to Note 1 – Basis of Presentation and Significant Accounting Policies of the Notes to Consolidated Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make certain estimates which affect reported financial results. The evaluation of the factors used in determining each of our critical accounting estimates involves significant assumptions, complex analyses, and management judgment. Changes in the evaluation of these factors may have a significant impact on the consolidated financial statements. Additionally, due to inherent uncertainties in making estimates, actual results could differ from those estimates, and those differences could be material. The accounting estimates we consider to be critical are the following:

•

Accumulated depreciation on investment in operating leases; and

•

Allowance for credit losses

Accumulated Depreciation on Investment in Operating Leases

Accumulated depreciation on investment in operating leases reduces the value of the leased vehicles from their original value at acquisition to their expected market value at the end of the lease term. Refer to Note 5 – Investments in Operating Leases, Net of the Notes to Consolidated Financial Statements for further discussion and disclosure of our investment in operating leases, including accumulated depreciation.

Nature of Estimates and Assumptions Required

The accumulated depreciation on investment in operating leases is based on assumptions of end-of-term market value of the leased vehicles and the number of vehicles that will be returned at maturity. At the inception of a lease, the residual values are estimated by examining external industry data, the anticipated Toyota, Lexus, and private label 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, competitor actions and behavior, product attributes of popular vehicles, the mix and level of used vehicle supply, current and projected used vehicle values, the actual or perceived quality, safety or reliability of Toyota, Lexus, and private label vehicles, buying and leasing behavior trends, and fuel prices. We review the estimated end-of-term market values of leased vehicles to assess the appropriateness of their carrying values on a quarterly basis. To the extent the estimated end-of-term market value of a leased vehicle is lower than the contractual 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 the contractual 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.

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 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. 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.

Sensitivity Analysis

Adjustments are made on a straight-line basis over the remaining terms of the leases and are included in Investment in operating leases, net on our Consolidated Balance Sheets and in Depreciation on operating leases in our Consolidated Statements of Income. If the forecasted end-of-term market value of a leased vehicle is less than the contractual residual value, additional depreciation expense is recorded.

At March 31, ~~2025~~2026, holding other estimates constant, if end-of-term market values for returned units were to decrease by one percent from our present estimates, the effect would be to increase depreciation expense by approximately $7276 million over the remaining terms of the leases.

52At March 31, 2026, holding other estimates constant, if the return rate for our existing lease portfolio were to increase by one percentage point from our present estimates, the effect would be to increase depreciation expense by approximately $21 million over the remaining terms of the leases.

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At March 31, 2025, holding other estimates constant, if the return rate for our existing lease portfolio were to increase by one percentage point from our present estimates, the effect would be to increase depreciation expense by approximately $17 million over the remaining terms of the leases.

Allowance for Credit Losses

We maintain an allowance for credit losses to cover lifetime expected credit losses as of the balance sheet date on our earning assets resulting from the failure of customers or dealers to make required payments. For evaluation purposes, exposures to credit losses are segmented into the two primary categories of “retail loan” and “dealer”. Our retail loan portfolio consists, for accounting purposes, of our retail loan portfolio segment, which is characterized by smaller contract balances than our dealer portfolio. Our dealer portfolio consists, for accounting purposes, of our dealer products portfolio segment. The overall allowance is evaluated at least quarterly, considering a variety of assumptions and factors to determine whether allowances are considered adequate to cover lifetime expected credit losses as of the balance sheet date. Refer to Note 4 – Allowance for Credit Losses of the Notes to Consolidated Financial Statements for further discussion and disclosure of our allowance for credit losses.

Retail Loan Portfolio

The level of credit risk for the retail loan portfolio is influenced by various factors such as economic conditions, the used vehicle market, credit quality, contract structure, and collection strategies and practices. The allowance for credit losses is measured on a collective basis when loans have similar risk characteristics such as loan-to-value ratio, book payment-to-income ratio, FICO score at origination, collateral type (new or used, Lexus, Toyota, or private label), contract term, and other relevant factors. We use statistical models to estimate lifetime expected credit losses of our retail loan portfolio segment by applying probability of default and loss given default to the exposure at default on a loan level basis. Probability of default models are developed from internal risk scoring models which consider variables such as delinquency status, historical ~~default~~loss ~~frequency~~experience, and other credit quality indicators such as loan-to-value ratio, book payment to income ratio, FICO score at origination, collateral type, and contract term. Loss given default models forecast the extent of losses given that a default has occurred and consider variables such as collateral, trends in recoveries, historical loss severity, and other contract structure variables. Exposure at default represents the expected outstanding principal balance, including the effects of expected prepayment when applicable. The lifetime expected credit losses incorporate the probability-weighted forward-looking macroeconomic forecasts for baseline, favorable, and adverse scenarios. The loan lifetime is regarded by management as the reasonable and supportable period. We use macroeconomic forecasts from a third party and update such forecasts quarterly. On an ongoing basis, we review our models, including macroeconomic factors, the selection of macroeconomic scenarios and their weighting to ensure they reflect the risk of the portfolio.

Dealer Portfolio

The level of credit risk in the dealer 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, among other factors, general economic conditions, the overall demand for new and used vehicles and the financial condition of automotive manufacturers. The allowance for credit losses is established for both outstanding dealer finance receivables and certain unfunded off-balance sheet lending commitments. The allowance for credit losses is measured on a collective basis when loans have similar risk characteristics such as dealer group internal risk rating and loan-to-value ratios. We measure lifetime expected credit losses of our dealer products portfolio segment by applying probability of default and loss given default to the exposure at default on a loan level basis. Probability of default is primarily established based on internal risk assessments. The probability of default model also considers qualitative factors related to macroeconomic outlooks. Loss given default is established based on the nature and market value of the collateral, loan-to-value ratios and other credit quality indicators. Exposure at default represents the expected outstanding principal balance. The lifetime of the loan or lending commitment is regarded by management as the reasonable and supportable period. On an ongoing basis, we review our models and the macroeconomic outlook, to ensure they reflect the risk of the portfolio.

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Sensitivity Analysis

The assumptions used in evaluating our exposure to credit losses involve estimates and significant judgment. The majority of our credit losses are related to our retail loan portfolio. Holding other estimates constant, a 10 percent increase or decrease in the assumptions used to derive probability of default and loss given default would have resulted in a change in the allowance for credit losses of $~~154~~136 million as of March 31, ~~2025~~2026.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK

Our business and global capital market activities give rise to market sensitive assets and liabilities. This sensitivity is considered market risk and is caused by changes in market prices of our financial instruments on the balance sheet which is driven by various market factors such as interest rates, foreign exchange rates, credit spreads, and other market driven factors. Market risk is inherent in the financial instruments associated with our operations such as cash equivalents, finance receivables, debt and equity securities, debt, and derivatives.

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 margin and manage our interest rate risk by assessing the dollar impact given a 100-basis point increase or decrease in the implied yield curve. We have established risk limits to monitor and control our exposures. ALCO reviews the amount at risk and prescribes steps, if needed, to mitigate our exposure. Our current exposure is considered within tolerable limits.

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 contracts 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 rate movements 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, which is reflected in the “-100bp” scenario for both March 31, ~~2025~~2026 and ~~2024~~2025.

Sensitivity analysis	Immediate change in rates
(in millions)	+100bp		-100bp
March 31, 2026	$	8.2	$	(5.6	)
March 31, 2025	$	18.6	$	(17.6	)
March 31, 2024	$	12.7	$	(11.8	)

Our net interest cash flow sensitivity results show a slightly asset sensitive position as of both March 31, ~~2025~~2026 and March 31, ~~2024~~2025. We regularly assess the viability of our business and hedging strategies to reduce unacceptable risks to earnings and implement 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.

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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 variable 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 economically hedged at issuance through the execution of foreign currency swaps which effectively convert our obligations on foreign denominated debt into U.S. dollar denominated SOFR based payments. As a result, our economic exposure to foreign currency risk is minimized.

Certain equity investments in our investment securities portfolio are exposed to foreign currency risk. The equity investments 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 equity investments may also enter into foreign currency derivative contracts to hedge the currency exposure associated with some or all of the equity investments’ 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 equity investment.

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 derivative counterparties to which we had credit exposure at March 31, ~~2025~~2026 were assigned investment grade ratings by a credit rating organization. Our counterparty credit risk could be adversely affected by deterioration of the global economy and financial distress in the banking industry.

Our ISDA Master Agreements permit multiple transactions to be cancelled and settled with a single net balance paid to either party in the event of default or other termination event outside the normal course of business, such as a ratings downgrade of either party to the contract. These ISDA Master Agreements also contain reciprocal collateral arrangements which help mitigate our exposure to the credit risk associated with our counterparties. As of March 31, ~~2025~~2026, we have daily valuation and collateral exchange arrangements with all of our counterparties. Our collateral agreements with substantially all our counterparties include a zero threshold, full collateralization requirement, which has significantly reduced 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. Upon default, the collateral agreement grants the party in a net asset position the right to set-off amounts receivable against any posted collateral.

We also enter into centrally cleared derivatives which are subject to master netting agreements and perform valuation and margin exchange on a daily basis.

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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 investments in marketable securities distribution by credit rating as of:


	March 31, 2026
					Distribution by credit rating
	Amortized		Fair										BB
(Dollars in millions)	cost		value		AAA		AA		A		BBB		or below
Available-for-sale debt securities:
U.S. government and agency obligations	$	860	$	776	$	-	$	776	$	-	$	-	$	-
Foreign government and agency obligations		28		27		-		3		9		7		8
Municipal debt securities		7		6		1		4		1		-		-
Corporate debt securities		489		459		-		9		137		255		58
Mortgage-backed securities		265		256		45		178		16		-		17
Asset-backed securities		155		152		35		22		38		26		31
Total available-for-sale debt securities:	$	1,804	$	1,676	$	81	$	992	$	201	$	288	$	114
Fixed income mutual funds			$	1,950	$	-	$	872	$	1,068	$	10	$	-
Total			$	3,626	$	81	$	1,864	$	1,269	$	298	$	114


	March 31, 2025
					Distribution by credit rating
	Amortized		Fair										BB
(Dollars in millions)	cost		value		AAA		AA		A		BBB		or below
Available-for-sale debt securities:
U.S. government and agency obligations	$	824	$	743	$	-	$	743	$	-	$	-	$	-
Foreign government and agency obligations		21		20		-		3		5		2		10
Municipal debt securities		8		8		1		6		1		-		-
Commercial paper		15		15		-		-		15		-		-
Corporate debt securities		488		450		-		3		130		255		62
Mortgage-backed securities		208		197		30		147		14		-		6
Asset-backed securities		136		134		30		37		27		24		16
Total available-for-sale debt securities:	$	1,700	$	1,567	$	61	$	939	$	192	$	281	$	94
Fixed income mutual funds			$	1,867	$	378	$	467	$	1,013	$	-	$	9
Total			$	3,434	$	439	$	1,406	$	1,205	$	281	$	103

	March 31, 2024
					Distribution by credit rating
	Amortized		Fair										BB
(Dollars in millions)	cost		value		AAA		AA		A		BBB		or below
Available-for-sale debt securities:
U.S. government and agency obligations	$	783	$	697	$	-	$	697	$	-	$	-	$	-
Foreign government and agency obligations		13		12		-		2		1		4		5
Municipal debt securities		8		7		1		6		-		-		-
Corporate debt securities		477		430		-		3		120		250		57
Mortgage-backed securities		199		184		32		127		14		2		9
Asset-backed securities		142		138		46		32		27		25		8
Total available-for-sale debt securities:	$	1,622	$	1,468	$	79	$	867	$	162	$	281	$	79
Fixed income mutual funds			$	1,964	$	267	$	455	$	1,233	$	9	$	-
Total			$	3,432	$	346	$	1,322	$	1,395	$	290	$	79

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Equity Price Risk

We are exposed to equity price risk related to our investments in equity mutual funds included in our investment portfolio. These investments, classified as available-for-sale on 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.

We utilize the Value at Risk (“VaR”) methodology to simulate the potential loss in fair value of our investment portfolio due to adverse market movements. The model is based on historical data for the previous year, assuming a holding period of 30 business days and a loss methodology approximating a 99 percent confidence interval.

The table below shows the VaR, excluding taxation impact, of our equity investment portfolio as of and for the period ending:

	March 31,		March 31,
(Dollars in millions)	~~2025~~2026		~~2024~~2025
Average	$	71180	$	~~124~~71
Minimum	$	4580	$	6945
Maximum	$	87182	$	~~163~~87

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.

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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:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Toyota Motor Credit Corporation and its subsidiaries (the “Company”) as of March 31, ~~2025~~2026 and ~~2024~~2025, and the related consolidated statements of income, comprehensive income, shareholder’s equity and cash flows for each of the three years in the period ended March 31, ~~2025~~2026, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, ~~2025~~2026 and ~~2024~~2025, and the results of its operations and its cash flows for each of the three years in the period ended March 31, ~~2025~~2026 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Retail Loan Portfolio Allowance for Credit Losses

As described in Notes 3 and 4 to the consolidated financial statements, the Company had retail loans of $8684,~~872~~322 million, for which an allowance for credit losses of $1,~~544~~360 million was recorded as of March 31, ~~2025~~2026. The allowance for credit losses represents management’s estimate of expected credit losses over the expected lifetime of the loans. The loan lifetime is regarded by management as the reasonable and supportable period. Management uses statistical models to estimate lifetime expected credit losses of the retail loan portfolio by applying probability of default and loss given default to the exposure at default on a loan level basis. Probability of default models are developed from internal risk scoring models which consider variables such as delinquency status, historical ~~default~~loss ~~frequency~~experience and other credit quality indicators such as loan-to-value ratio, book payment-to-income ratio, FICO score at origination, collateral type, and contract term. Loss given default models forecast the extent of losses given that a default has occurred and consider variables such as collateral, trends in recoveries, historical loss severity and other

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contract structure variables. Exposure at default represents the expected outstanding principal balance, including the effects of expected prepayment when applicable. The lifetime expected credit losses incorporate the probability weighted forward looking macroeconomic forecasts for baseline, favorable, and adverse scenarios. If management does not believe the models adequately reflect lifetime expected credit losses, a qualitative adjustment is made to reflect management judgment regarding observable changes in recent or expected economic trends and conditions, portfolio composition, and other relevant factors.

The principal considerations for our determination that performing procedures relating to the retail loan portfolio allowance for credit losses is a critical audit matter are (i) the significant judgment by management in determining the estimate of the retail loan portfolio allowance for credit losses, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to probability of default and loss given default assumptions and the qualitative adjustment used in estimating the allowance for credit losses, and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures also included, among others, testing management’s process for estimating the retail loan portfolio allowance for credit losses by (i) evaluating the appropriateness of the models used to estimate the retail loan portfolio allowance for credit losses, (ii) testing certain data used in the estimate, and (iii) evaluating the reasonableness of probability of default and loss given default assumptions and the qualitative adjustment, which also involved the use of professionals with specialized skill and knowledge to perform these procedures to test management’s process.

/s/ PricewaterhouseCoopers LLP

Dallas, Texas

June 32, ~~2025~~2026

We have served as the Company’s auditor since 1983.

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TOYOTA MOTOR CREDIT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in millions)

Years ended March 31,

2025

2024

2023

2026

2025

2024

Financing revenues:

Operating lease

6,~~274~~526

6,~~270~~274

76,~~063~~270

Retail

5,~~909~~970

45,~~965~~909

34,~~737~~965

Dealer

1,~~049~~018

~~909~~1,049

~~493~~909

Total financing revenues

13,~~232~~514

1213,~~144~~232

1112,~~293~~144

Depreciation on operating leases

4,~~134~~260

4,~~179~~134

54,~~122~~179

Interest expense

5,~~825~~483

45,~~705~~825

34,~~054~~705

Net financing revenues

3,~~273~~771

3,~~260~~273

3,~~117~~260

Voluntary protection contract revenues and insurance earned premiums

1,~~210~~320

1,~~120~~210

1,~~053~~120

Investment and other income, net

~~984~~1,115

~~873~~984

97873

Net financing revenues and other revenues

56,~~467~~206

5,~~253~~467

45,~~267~~253

Expenses:

Provision for credit losses

~~768~~524

~~839~~768

~~713~~839

Operating and administrative

1,~~827~~949

1,~~920~~827

1,~~776~~920

Voluntary protection contract expenses and insurance losses

~~638~~709

~~592~~638

~~470~~592

Total expenses

3,~~233~~182

3,~~351~~233

23,~~959~~351

Income before income taxes

23,~~234~~024

12,~~902~~234

1,~~308~~902

Provision for income taxes

~~522~~713

~~442~~522

~~329~~442

Net income

12,~~712~~311

1,~~460~~712

~~979~~1,460

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in millions)

	Years ended March 31,
	2025		2024			2023
	2026		2025			2024
Net income	$	12,~~712~~311	$	1,~~460~~712		$	~~979~~1,460
Other comprehensive income, net of tax
Net unrealized gains (losses) on available-for-sale debt securities [net of tax (provision) benefit of ($2), $2 and $10, respectively]		7		(7	)		(37	)
Net unrealized gains (losses) on available-for-sale debt securities [net of tax (provision) benefit of ($1), ($2) and $2, respectively]		2		7			(7	)
Reclassification of net losses (gains) realized on available-for-sale debt securities included in investment and other income, net [net of tax benefit of $1, $0 and $0, respectively]		2		(1	)		1
Reclassification of net losses (gains) realized on available-for-sale debt securities included in investment and other income, net [net of tax benefit of $1, $1 and $0, respectively]		2		2			(1	)
Other comprehensive income (loss)		94		(89	)		(368	)
Comprehensive income	$	12,~~721~~315	$	1,~~452~~721		$	~~943~~1,452

Refer to the accompanying Notes to Consolidated Financial Statements.

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TOYOTA MOTOR CREDIT CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in millions except share data)

	March 31,			March 31,
	2025			2024
	2026			2025
ASSETS
Cash and cash equivalents	$	107,~~769~~723		$	810,~~570~~769
Restricted cash and cash equivalents		2,~~490~~547			2,~~251~~490
Investments in marketable securities		45,~~581~~019			4,~~505~~581
Finance receivables, net of allowance for credit losses of $1,644 and $1,637, respectively		101,749			101,669
Finance receivables, net of allowance for credit losses of $1,497 and $1,644, respectively		101,005			101,749
Investments in operating leases, net		3031,~~090~~205			2830,~~013~~090
Other assets		57,~~615~~177			45,~~373~~615
Total assets	$	~~155~~154,~~294~~676		$	~~149~~155,~~381~~294
LIABILITIES AND SHAREHOLDER’S EQUITY
Debt	$	~~127~~125,~~745~~200		$	~~122~~127,~~420~~745
Deferred income taxes		23,~~973~~785			32,~~272~~973
Other liabilities		7,~~333~~845			67,~~707~~333
Total liabilities		~~138~~136,~~051~~830			~~132~~138,~~399~~051
Commitments and contingencies (Refer to Note 9)
Shareholder’s equity:
Capital stock, no par value (100,000 shares authorized; 91,500 issued and outstanding) at March 31, 2025 and 2024		915			915
Capital stock, no par value (100,000 shares authorized; 91,500 issued and outstanding) at March 31, 2026 and 2025		915			915
Additional paid-in capital		2			2
Accumulated other comprehensive loss		(5652	)		(6556	)
Retained earnings		16,~~382~~981			16,~~130~~382
Total shareholder's equity		17,~~243~~846			1617,~~982~~243
Total liabilities and shareholder's equity	$	~~155~~154,~~294~~676		$	~~149~~155,~~381~~294

The following table presents the assets and liabilities of our consolidated variable interest entities (Refer to Note 8).

	March 31,		March 31,
	2025		2024
	2026		2025
ASSETS
Finance receivables, net	$	3332,~~958~~311	$	3133,~~130~~958
Investments in operating leases, net		1011,~~722~~941		10,~~274~~722
Other assets		~~167~~159		~~142~~167
Total assets	$	44,~~847~~411	$	4144,~~546~~847
LIABILITIES
Debt	$	3736,~~717~~063	$	3437,~~337~~717
Other liabilities		7265		6672
Total liabilities	$	3736,~~789~~128	$	3437,~~403~~789

Refer to the accompanying Notes to Consolidated Financial Statements.

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TOYOTA MOTOR CREDIT CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY

(Dollars in millions)

					Accumulated
			Additional		other
	Capital		paid-in		comprehensive			Retained
	stock		capital		(loss) income			earnings			Total
Balance at March 31, 2022	$	915	$	2	$	(21	)	$	17,205		$	18,101
Net income		-		-		-			979			979
Other comprehensive loss, net of tax		-		-		(36	)		-			(36	)
Dividends		-		-		-			(2,535	)		(2,535	)
Balance at March 31, 2023	$	915	$	2	$	(57	)	$	15,649		$	16,509
Net income		-		-		-			1,460			1,460
Other comprehensive loss, net of tax		-		-		(8	)		-			(8	)
Dividends		-		-		-			(979	)		(979	)
Balance at March 31, 2024	$	915	$	2	$	(65	)	$	16,130		$	16,982
Net income		-		-		-			1,712			1,712
Other comprehensive income, net of tax		-		-		9			-			9
Dividends		-		-		-			(1,460	)		(1,460	)
Balance at March 31, 2025	$	915	$	2	$	(56	)	$	16,382		$	17,243
Net income		-		-		-			2,311			2,311
Other comprehensive income, net of tax		-		-		4			-			4
Dividends		-		-		-			(1,712	)		(1,712	)
Balance at March 31, 2026	$	915	$	2	$	(52	)	$	16,981		$	17,846

Refer to the accompanying Notes to Consolidated Financial Statements.

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TOYOTA MOTOR CREDIT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in millions)

	Years ended March 31,
	2025			2024			2023
	2026			2025			2024
Cash flows from operating activities:
Net income	$	12,~~712~~311		$	1,~~460~~712		$	~~979~~1,460
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,~~221~~355			4,~~301~~221			54,~~205~~301
Recognition of deferred income and fees		(1,~~604~~775	)		(1,~~507~~604	)		(1,~~797~~507	)
Provision for credit losses		~~768~~524			~~839~~768			~~713~~839
Amortization of deferred costs		~~1,044~~997			1,~~030~~044			1,~~029~~030
Foreign currency and other adjustments to the carrying value of financial instruments, net		41792			~~180~~41			~~206~~180
Net (gains) losses from investments in marketable securities		(90	)		(145	)		375
Net gains from investments in marketable securities		(229	)		(90	)		(145	)
Net change in:
Derivative assets		(547	)		10(5	)		10
Other assets and accrued interest		42(138	)		9142			~~(1,040~~91	)
Deferred income taxes		~~(302~~812	)		(~~453~~302	)		~~2,173~~(453	)
Derivative liabilities		4(19	)		64			(86	)
Other liabilities		~~472~~513			~~1,003~~472			~~(505~~1,003	)
Net cash provided by operating activities		68,~~303~~096			6,~~815~~303			76,~~340~~815
Cash flows from investing activities:
Purchase of investments in marketable securities		(~~681~~842	)		(~~727~~681	)		(~~2,467~~727	)
Proceeds from sales of investments in marketable securities		~~593~~490			~~1,282~~593			1,~~902~~282
Proceeds from maturities of investments in marketable securities		~~122~~145			~~113~~122			59113
Acquisition of finance receivables		(52,~~117~~329	)		(5452,~~549~~117	)		(4954,~~105~~549	)
Collection of finance receivables		5152,~~241~~794			4451,~~692~~241			4144,~~309~~692
Net change in certain wholesale receivables		~~267~~95			~~(2,442~~267	)		(~~930~~2,442	)
Acquisition of investments in operating leases		(1714,~~870~~301	)		(1317,~~755~~870	)		(913,~~617~~755	)
Proceeds from disposals of investments in operating leases		119,~~730~~377			11,~~888~~730			11,~~001~~888
Long term loans to affiliates		(1,536	)		(1,145	)		(760	)
Long-term loans to affiliates		(2,056	)		(1,536	)		(1,145	)
Payments on long term loans from affiliates		545			669			340
Payments on long-term loans from affiliates		671			545			669
Net change in financing support provided to affiliates		67(2	)		(567	)		(365	)
Other, net		(5289	)		(7452	)		(8374	)
Net cash used in investing activities		(76,~~691~~047	)		(147,~~053~~691	)		(814,~~387~~053	)
Cash flows from financing activities:
Proceeds from issuance of debt		4740,~~799~~514			4347,~~413~~799			3843,~~797~~413
Payments on debt		(4244,~~573~~171	)		(3342,~~498~~573	)		(3533,~~374~~498	)
Net change in commercial paper and other short-term financing		53331			~~635~~53			~~(1,088~~635	)
Net change in financing support provided by affiliates		7-			-7			-
Dividend paid		(1,~~460~~712	)		(~~979~~1,460	)		(~~2,535~~979	)
Net cash provided by (used in) financing activities		3,826			9,571			(200	)
Net cash (used in) provided by financing activities		(5,038	)		3,826			9,571
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents		2,438			2,333			(1,247	)
Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents		(2,989	)		2,438			2,333
Cash and cash equivalents and restricted cash and cash equivalents at the beginning of the period		1013,~~821~~259			810,~~488~~821			98,~~735~~488
Cash and cash equivalents and restricted cash and cash equivalents at the end of the period	$	1310,~~259~~270		$	1013,~~821~~259		$	810,~~488~~821
Supplemental disclosures:
Interest paid, net	$	5,~~073~~341		$	45,~~010~~073		$	24,~~375~~010
Income taxes paid (received), net	$	540		$	57		$	(462	)
Income taxes (received) paid, net	$	(230	)	$	540		$	57

Refer to the accompanying Notes to Consolidated Financial Statements.

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions)

Note 1 – Basis of Presentation and Significant Accounting Policies

Nature of Operations

Toyota Motor Credit Corporation (“TMCC”) is a wholly-owned subsidiary of Toyota Financial Services International Corporation (“TFSIC”), 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. References herein to the “Company”, “we”, “our”, and “us” denote TMCC and its consolidated subsidiaries. TMCC is marketed under the brands of Toyota Financial Services, Lexus Financial Services, ~~Mazda Financial Services (“MFS”),~~ and Bass Pro Shops Financial Services.

We provide a variety of finance and voluntary vehicle and payment protection products and services to authorized Toyota and Lexus dealers or dealer groups, private label dealers or dealer groups, and, to a lesser extent, other domestic and import franchise dealers (collectively referred to as “dealers”) and their customers in the United States of America (the “U.S.”) and Puerto Rico. Our business is substantially dependent upon the sale of Toyota, Lexus, and private label vehicles.

Our products and services fall primarily into the following categories:

•

Voluntary Protection Operations - Through Toyota Motor Insurance Services, Inc., a wholly-owned subsidiary, and its insurance company subsidiaries (collectively referred to as “TMIS”), we provide underwriting and claims administration for voluntary vehicle and payment protection products sold by dealers in the U.S. Our voluntary vehicle and payment protection products include prepaid maintenance, vehicle service, guaranteed auto protection, ~~prepaid~~certified ~~maintenance,~~pre-owned ~~excess~~limited ~~wear and use~~warranties, tire and wheel protection, key replacement protection, and ~~used~~excess ~~vehicle~~wear ~~limited~~and ~~warranty~~use contracts (“voluntary protection products”). TMIS also provides coverage and related administrative services to certain of our affiliates in the U.S.

Our finance operations are located in the U.S. and Puerto Rico with earning assets principally sourced through Toyota, Lexus, and private label dealers. As of March 31, ~~2025~~2026, approximately 2021 percent of retail and lease contracts were concentrated in California, 1415 percent in Texas, and 76 percent in New York. Our voluntary protection operations are located in the U.S. As of March 31, ~~2025~~2026, approximately 2324 percent of voluntary protection contracts were concentrated in California, 65 percent in New York, and 5 percent in Maryland. 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.

Other Matters

~~We continue to evaluate the private label financial services business, including partnering with or transitioning the business to our affiliates.~~ In fiscal 2025, ~~as it was deemed to be in the best interests of the Company and its sole shareholder, TFSIC, the Board of Directors of~~ TMCC ~~approved~~transitioned the ~~transition of the~~ origination and financing of new automotive finance and lease contracts under the Mazda Financial Services (“MFS”) Agreement to Toyota Financial Savings Bank (“TFSB”), a Nevada thrift company owned by TFSIC and an unconsolidated affiliate of TMCC (the “MFS Transition”). ~~The MFS Transition commenced and was substantially completed during the fourth quarter of fiscal 2025.~~ No existing TMCC private label assets or liabilities were transitioned to or acquired by TFSB and no significant costs were incurred in connection with the MFS Transition. ~~Additionally,~~In in connection with the MFS Transition, TMCC ~~has~~ entered into certain servicing agreements with TFSB to service the retail and lease contracts originated under the MFS Agreement by TFSB. TMCC ~~will~~continues ~~continue~~to service these contracts under the brand "Mazda Financial Services." TMCC continues to offer voluntary protection products to MFS customers.

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions)

Note 1 – Basis of Presentation and Significant Accounting Policies (Continued)

Basis of Presentation and Principles of Consolidation

Our accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform to current period presentation. Related party transactions presented in the Consolidated Financial Statements are disclosed in Note 12 – Related Party Transactions.

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.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP 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. Because of inherent uncertainty involved in making estimates, actual results could differ from those estimates and assumptions. The accounting estimates that are most important to our business are the accumulated depreciation related to our investments in operating leases and the allowance for credit losses.

Significant Accounting Policies

Our significant accounting policies are found in the respective Note for which the policy is applicable.

Recently Adopted Accounting Guidance

On April 1, 2023, we adopted ASU 2022-02, Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, on a prospective basis. This ASU eliminates the accounting guidance for Troubled Debt Restructurings by creditors that have adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, while enhancing disclosure requirements for certain loan refinancing and restructurings made to borrowers experiencing financial difficulty. Additionally, the ASU adds the requirement to disclose current period gross write-offs by year of origination for financing receivables. The adoption of this guidance did not have a material impact on our consolidated financial statements and related disclosures. Refer to Note 3 - Finance Receivables, Net for additional information.

On March 31, 2025, we adopted ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosure requirements. This ASU enhances disclosure requirements for reportable segments primarily through enhanced disclosures about significant segment expenses. The adoption of this guidance did not have a material impact on our consolidated financial statements or related disclosures. Refer to Note 14 - Segment Information for additional information.

On March 31, 2026, we adopted ASU 2023-09, Income Taxes (Topic 740), requiring more granular disclosure of the components of income taxes. The adoption of this guidance did not have a material impact on our consolidated financial statements or related disclosures. Refer to Note 11 – Income Taxes for additional information.

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions)

Note 1 – Basis of Presentation and Significant Accounting Policies (Continued)

Accounting Guidance Issued But Not Yet Adopted

In ~~December~~November ~~2023~~2024, the Financial Accounting Standard Board (“FASB”) issued ASU ~~2023~~2024-0903, Income ~~Taxes~~Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40), requiring ~~more~~disclosure ~~granular~~in ~~disclosure~~the ofnotes to the ~~components~~financial statements for specified information about certain costs and expenses. In January 2025, the FASB issued ASU 2025-01, clarifying the effective date of ~~income~~ASU ~~taxes~~2024-03. This ASU is effective for us on March 31, ~~2026~~2028, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In ~~November~~July ~~2024~~2025, the FASB issued ASU ~~2024~~2025-0305, ~~Income~~Financial ~~Statement~~Instruments –- ~~Reporting~~Credit ~~Comprehensive~~Losses ~~Income~~(Topic –326), ~~Expense~~providing ~~Disaggregation~~a ~~Disclosures~~practical ~~(Subtopic~~expedient ~~220-40),~~in ~~requiring~~developing ~~disclosure~~reasonable inand ~~the~~supportable ~~notes~~forecasts toas ~~the~~part ~~financial~~of ~~statements~~estimating ~~for~~expected ~~specified~~credit ~~information~~losses ~~about~~for ~~certain~~current ~~costs~~accounts receivable and ~~expenses. In~~current ~~January~~contract ~~2025,~~assets ~~the~~that ~~FASB~~arise ~~issued~~from ~~ASU~~transactions ~~2025-01,~~accounted ~~clarifying~~for ~~the~~under ~~effective~~Accounting ~~date~~Standard ofCodification ~~ASU 2024-03~~606. This ASU is effective for us on ~~March~~April 311, ~~2028~~2026, with early adoption permitted. WeThe ~~are~~adoption ~~currently~~of ~~evaluating~~this ~~the~~guidance ~~impact~~is ofnot ~~this~~expected ~~standard~~to have a material impact on our consolidated financial statements and related disclosures.

66In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This ASU improves the operability of the guidance by removing all references to software development project stages so that guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. This ASU is effective for us on April 1, 2028, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606). This ASU establishes accounting requirements for contracts that meet the characteristics-based definition of a derivative and are not otherwise excluded from the Topic 815’s scope. This ASU is effective for us on April 1, 2027, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU clarifies interim disclosure requirements and the applicability of Topic 270. This ASU is effective for us on April 1, 2028. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions)

Note 2 – Cash and Cash Equivalents and Investments in Marketable Securities

Cash and cash equivalents

Cash and cash equivalents represent highly liquid investments with ~~maturities~~an original contractual maturity of three months or less from the date of acquisition and may include money market instruments, commercial paper, certificates of deposit, U.S. government and agency obligations, or similar instruments.

Restricted cash and cash equivalents

Restricted cash and cash equivalents include customer collections on securitized receivables to be distributed to investors as payments on the related secured notes and loans payable, which are primarily related to securitization trusts. Restricted cash equivalents may also contain proceeds from certain debt issuances for which the use of the cash is restricted.

Investments in marketable securities

Investments in marketable securities consist of debt securities and equity investments.

We classify all of our debt securities as available-for-sale (“AFS”). Except when the fair value option is elected, AFS debt securities are recorded at fair value with unrealized gains or losses included in accumulated other comprehensive income (“AOCI”), net of applicable taxes. Interest income is recognized on an accrual basis and determined using the effective interest method. Realized gains and losses from sales of AFS debt securities are determined using the specific identification method or first in first out method. Dividend income, interest income, and realized gains and losses from the sales of AFS debt securities are included in Investment and other income (loss), net in our Consolidated Statements of Income.

We elected the fair value option for certain debt securities held within one of our investment portfolios for operational ease given the size and composition of this portfolio. All debt securities within this specific portfolio are recorded at fair value with changes in fair value included in Investment and other income (loss), net in our Consolidated Statements of Income. AFS debt securities for which the fair value option is elected are not subject to credit loss impairment evaluation. As of March 31, ~~2025~~2026 and ~~2024~~2025, we held AFS debt securities for which the fair value option was elected of $~~829~~872 million and $~~778~~829 million, respectively. The difference between the aggregate fair value and the aggregate unpaid principal balance of AFS debt securities for which the fair value option was elected was an unrealized loss of $61 million ~~and $70 million~~ as of March 31, ~~2025~~2026 and ~~2024~~2025, respectively.

All equity investments are recorded at fair value with changes in fair value included in Investment and other income (loss), net in our Consolidated Statements of Income. Realized gains and losses from sales of equity investments are determined using the first in first out method and are included in Investment and other income (loss), net in our Consolidated Statements of Income.

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions)

Note 2 – Cash and Cash Equivalents and Investments in Marketable Securities (Continued)

Investments in marketable securities consisted of the following:


	March 31, 2026
	Amortized		Unrealized		Unrealized			Fair
	cost		gains		losses			value
Available-for-sale debt securities:
U.S. government and agency obligations	$	860	$	2	$	(86	)	$	776
Foreign government and agency obligations		28		-		(1	)		27
Municipal debt securities		7		-		(1	)		6
Corporate debt securities		489		4		(34	)		459
Mortgage-backed securities:
U.S. government agency		176		1		(4	)		173
Non-agency residential		39		-		(1	)		38
Non-agency commercial		50		-		(5	)		45
Asset-backed securities		155		-		(3	)		152
Total available-for-sale debt securities	$	1,804	$	7	$	(135	)	$	1,676
Equity investments									3,343
Total investments in marketable securities								$	5,019


	March 31, 2025
	Amortized		Unrealized		Unrealized			Fair
	cost		gains		losses			value
Available-for-sale debt securities:
U.S. government and agency obligations	$	824	$	2	$	(83	)	$	743
Foreign government and agency obligations		21		-		(1	)		20
Municipal debt securities		8		1		(1	)		8
Commercial paper		15		-		-			15
Corporate debt securities		488		2		(40	)		450
Mortgage-backed securities:
U.S. government agency		146		-		(5	)		141
Non-agency residential		12		-		(1	)		11
Non-agency commercial		50		-		(5	)		45
Asset-backed securities		136		1		(3	)		134
Total available-for-sale debt securities	$	1,700	$	6	$	(139	)	$	1,567
Equity investments									3,014
Total investments in marketable securities								$	4,581

	March 31, 2024
	Amortized		Unrealized		Unrealized			Fair
	cost		gains		losses			value
Available-for-sale debt securities:
U.S. government and agency obligations	$	783	$	1	$	(87	)	$	697
Foreign government and agency obligations		13		-		(1	)		12
Municipal debt securities		8		-		(1	)		7
Corporate debt securities		477		2		(49	)		430
Mortgage-backed securities:
U.S. government agency		123		-		(5	)		118
Non-agency residential		12		-		(1	)		11
Non-agency commercial		64		-		(9	)		55
Asset-backed securities		142		1		(5	)		138
Total available-for-sale debt securities	$	1,622	$	4	$	(158	)	$	1,468
Equity investments									3,037
Total investments in marketable securities								$	4,505

A portion of our equity investments are investments in funds that are privately placed and managed by an open-end investment management company (the “Trust”). If we elect to redeem shares, the Trust will normally redeem all shares for cash, but may, in unusual circumstances, redeem amounts exceeding the lesser of $250 thousand or 1 percent of the Trust’s asset value by payment in kind of securities held by the respective fund during any 90-day period.

We also invest in actively traded open-end mutual funds. Redemptions are subject to normal terms and conditions as described in each fund’s prospectus.

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TOYOTA MOTOR CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions)

Note 2 – Cash and Cash Equivalents and Investments in Marketable Securities (Continued)

Unrealized Losses on Securities

The following table presents the aggregate fair value and unrealized losses on AFS debt securities in a continuous unrealized loss position:

	March 31, 2025
	March 31, 2026
	Less than 12 months					12 months or longer					Total
Available-for-sale debt securities:	Fair value		Unrealized losses			Fair value		Unrealized losses			Fair value		Unrealized losses
U.S. government and agency obligations	$	~~104~~241	$	(13	)	$	~~534~~439	$	(8283	)	$	~~638~~680	$	(8386	)
Foreign government and agency obligations		711		-			65		(1	)		1316		(1	)
Municipal debt securities		-		-			2		(1	)		2		(1	)
Corporate debt securities		42122		(13	)		~~288~~218		(3931	)		~~330~~340		(4034	)
Mortgage-backed securities
U.S. Government agency		68		(1	)		37		(4	)		105		(5	)
U.S. government agency		64		(1	)		34		(3	)		98		(4	)
Non-agency residential		125		-			7		(1	)		832		(1	)
Non-agency commercial		31		-			4142		(5	)		4443		(5	)
Asset-backed securities		3748		-			4132		(3	)		7880		(3	)
Total available-for-sale debt securities	$	~~262~~512	$	(37	)	$	~~956~~779	$	(~~136~~128	)	$	1,~~218~~291	$	(~~139~~135	)

	March 31, 2024
	March 31, 2025
	Less than 12 months					12 months or longer					Total
Available-for-sale debt securities:	Fair value		Unrealized losses			Fair value		Unrealized losses			Fair value		Unrealized losses
U.S. government and agency obligations	$	~~317~~104	$	(131	)	$	~~336~~534	$	(7482	)	$	~~653~~638	$	(8783	)
Foreign government and agency obligations		17		-			86		(1	)		913		(1	)
Municipal debt securities		-		-			2		(1	)		2		(1	)
Corporate debt securities		3142		(31	)		~~339~~288		(4639	)		~~370~~330		(4940	)
Mortgage-backed securities
U.S. Government agency		51		(1	)		49		(4	)		100		(5	)
U.S. government agency		68		(1	)		37		(4	)		105		(5	)
Non-agency residential		1		-			7		(1	)		8		(1	)
Non-agency commercial		13		-			5341		(95	)		5444		(95	)
Asset-backed securities		1737		-			5841		(53	)		7578		(53	)
Total available-for-sale debt securities	$	~~419~~262	$	(173	)	$	~~852~~956	$	(~~141~~136	)	$	1,~~271~~218	$	(~~158~~139	)

An allowance for credit losses is established when it is determined that a credit loss has occurred. As of March 31, ~~2025~~2026 and ~~2024~~2025, management determined credit losses for securities in an unrealized loss position were not significant. This analysis considered a variety of factors including, but not limited to, performance indicators of the issuer, default rates, industry analyst reports, credit ratings, and other relevant information.

Gains and Losses on Securities

The following table represents gains and losses on our investments in marketable securities presented in our Consolidated Statements of Income:

	Years ended March 31,
	2025			2024			2023
	2026			2025			2024
Available-for-sale debt securities:
Unrealized gains (losses) on securities for which the fair value option was elected	$	9-		$	~~(13~~9	)	$	(1713	)
Realized losses on sales, net	$	(56	)	$	(15	)	$	(381	)
Equity investments:
Unrealized gains (losses)	$	142		$	296		$	(297	)
Unrealized gains	$	236		$	142		$	296
Realized losses on sales, net	$	(561	)	$	(~~137~~56	)	$	(23137	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions)

Note 2 – Cash and Cash Equivalents and Investments in Marketable Securities (Continued)

Contractual Maturities

The amortized cost and fair value by contractual maturities of available-for-sale debt securities are summarized in the following table. Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations.

	March 31, 2025
	March 31, 2026
	Amortized cost		Fair value
Available-for-sale debt securities:
Due within 1 year	$	~~103~~60	$	~~103~~60
Due after 1 year through 5 years		~~365~~376		~~354~~366
Due after 5 years through 10 years		~~436~~505		~~421~~497
Due after 10 years		~~452~~443		~~358~~345
Mortgage-backed and asset-backed securities 1		~~344~~420		~~331~~408
Total	$	1,~~700~~804	$	1,~~567~~676

Mortgage-backed and asset-backed securities are shown separately from other maturity groupings as these securities have multiple maturity dates.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions)

Note 3 – Finance Receivables, Net

Finance receivables, net consists of retail loan and dealer products portfolio segments, and includes deferred origination costs, deferred income, and allowance for credit losses. Finance receivables, net also includes securitized retail receivables, which represent retail receivables that have been sold for legal purposes to securitization trusts but continue to be included in our consolidated financial statements, as discussed further in Note 8 – Variable Interest Entities. Cash flows from these securitized retail 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 are classified as held-for-investment if the Company has the intent and ability to hold the receivables for the foreseeable future or until maturity or payoff. As of March 31, ~~2025~~2026 and ~~2024~~2025, all finance receivables were classified as held-for-investment.

Revenues associated with retail and dealer financing are recognized to approximate a constant effective yield over the contract term. Incremental direct fees and costs incurred in connection with the acquisition of retail contracts and dealer financing receivables, including incentive and rate participation payments made to dealers, are capitalized and amortized to approximate a constant effective yield over the term of the related contracts. Payments received on subvention and other consumer incentives are deferred and recognized to approximate a constant effective yield over the term of the related contracts.

For both retail loan and dealer products portfolio segments, accrued interest, deferred income, and deferred origination costs, if any, are written off within Provision for credit losses at the earlier of when an account is deemed to be uncollectible or when an account is greater than 120 days past due.

Finance receivables, net consisted of the following:

	March 31,			March 31,
	2025			2024
	2026			2025
Retail receivables 1	$	8785,~~418~~100		$	87,~~150~~418
Dealer financing		1618,~~521~~180			16,~~181~~521
		103,939			103,331
		103,280			103,939
Deferred origination costs		1,~~227~~076			1,~~399~~227
Deferred income		(1,~~773~~854	)		(1,~~424~~773	)
Allowance for credit losses
Retail receivables		(1,~~544~~360	)		(1,~~549~~544	)
Dealer financing		(~~100~~137	)		(88100	)
Total allowance for credit losses		(1,~~644~~497	)		(1,~~637~~644	)
Finance receivables, net	$	101,~~749~~005		$	101,~~669~~749

Includes gross securitized retail receivables of $3431.45 billion and $3134.54 billion as of March 31, ~~2025~~2026 and ~~2024~~2025, respectively.

Accrued interest related to finance receivables is presented in Other assets on the Consolidated Balance Sheets and was $383 million ~~and~~as ~~$396~~of ~~million~~both at March 31, ~~2025~~2026 and ~~2024, respectively~~2025.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions)

Note 3 – 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 Portfolio Segment

The retail loan portfolio segment consists of one class of finance receivables. While we use various credit quality metrics to develop our allowance for credit losses on the retail loan portfolio segment, 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 within the retail loan portfolio segment are segregated into aging categories based on the number of days past due. The aging of finance receivables is updated monthly.

The following tables present the amortized cost basis of our retail loan portfolio by origination fiscal year by credit quality indicator based on number of days past due:


	Amortized Cost Basis by Origination Fiscal Year at March 31, 2026
	2026		2025		2024		2023		2022		2021 and Prior		Total
Aging of finance receivables:
Current	$	31,446	$	21,975	$	14,956	$	8,088	$	4,529	$	1,413	$	82,407
30-59 days past due		201		290		302		257		179		89		1,318
60-89 days past due		61		91		93		80		54

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