Commitments and Contingencies

12 Months Ended

Mar. 31, 2012

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 14 – Commitments and Contingencies
Commitments and Guarantees
We have entered into certain commitments and guarantees described below. The amounts under these
commitments and guarantees are summarized in the table below:
			Commitment amount as of
(Dollars in millions)			March 31, 2012		March 31, 2011
Commitments:
	Credit facilities with vehicle and industrial equipment		$	6,804	$	6,189
		dealers
	Minimum lease commitments			81		90
Total commitments				6,885		6,279
Guarantees and other contingencies:
	Guarantees of affiliate pollution control and solid waste
		disposal bonds		100		100
Total commitments and guarantees			$	6,985	$	6,379
Wholesale financing demand note facilities			$	10,258	$	9,422

Minimum lease commitments include $44 million and $51 million in facilities lease commitments with affiliates atMarch 31,2012 and 2011, respectively. Wholesale financing demand note facilities are not considered to be contractual commitments as they are not binding arrangements under which TMCCis required to perform. At March 31, 2012 and 2011, wholesale financing demand note facilities outstanding were $6.6 billion and $6.3 billion,respectively.

Future minimum lease payments under non-cancelable operating leases are as follows (dollars in millions):
	Future minimum
Years ending March 31,	lease payments
2013	$	19
2014		16
2015		13
2016		12
2017		11
Thereafter		10
Total	$	81

Note 14 – Commitments and Contingencies (Continued)

Commitments

We provide fixed and variable rate credit facilities to vehicle and industrial equipment dealers. These credit facilities are typically used for facilities refurbishment, real estate purchases, and working capital requirements. These loans are generally collateralized with liens on real estate, vehicle inventory, and/or other dealership assets, as appropriate. We obtain a personal guarantee from the vehicle or industrial equipment dealer or a corporate guarantee from the dealership when deemed prudent. Although the loans are typically collateralized or guaranteed, the value of the underlying collateral or guarantees may not be sufficient to cover our exposure under such agreements. We price the credit facilities to reflect the credit risks assumed in entering into the credit facility. Amounts drawn under these facilities are reviewed for collectability on a quarterly basis, in conjunction with our evaluation of the allowance for credit losses. We also provide financing to various multi-franchise dealer organizations, often as part of a lending consortium, for wholesale, working capital, real estate, and business acquisitions. Of the total credit facility commitments available to vehicle and industrial equipment dealers, $5.8 billion and $5.2billion was outstanding at March 31, 2012 and March 31, 2011,respectively, and was recorded in Finance receivables, net in the Consolidated Balance Sheet.

We are party to a 15-year lease agreement with TMS for our headquarters location in the TMS headquarters complex in Torrance, California. Total rental expense including payments to affiliates was $23 millionfor each offiscal2012,2011 and 2010.

Guarantees and Other Contingencies

TMCC has guaranteed bond obligations totaling $100 million in principal that were issued by Putnam County, West Virginia and Gibson County, Indiana to finance the construction of pollution control facilities at manufacturing plants of certain TMCC affiliates. The bonds mature in the following fiscal years ending March 31: 2028 - $20 million; 2029 - $50 million; 2030 - $10 million; 2031 - $10 million; and 2032 - $10 million. TMCC would be required to perform under the guarantees in the event of non-payment on the bonds and other related obligations. TMCC is entitled to reimbursement by the affiliates for any amounts paid. TMCC receives an annual fee of $78 thousandfor guaranteeing such payments. TMCC has not been required to perform under any of these affiliate bond guarantees as of March 31, 2012 and 2011.

Note 14 – Commitments and Contingencies (Continued)

Indemnification

In the ordinary course of business, we enter into agreements containing indemnification provisions standard in the industry related to several types of transactions, including, but not limited to, debt funding, derivatives, securitization transactions, and our vendor and supplier agreements. Performance under these indemnities would occur upon a breach of the representations, warranties or covenants made or given, or a third party claim. In addition, we have agreed in certain debt and derivative issuances, and subject to certain exceptions, to gross-up payments due to third parties in the event that withholding tax is imposed on such payments. In addition, certain of our funding arrangements would require us to pay lenders for increased costs due to certain changes in laws or regulations. Due to the difficulty in predicting events which could cause a breach of the indemnification provisions or trigger a gross-up or other payment obligation, we are not able to estimate our maximum exposure to future payments that could result from claims made under such provisions. We have not made any material payments in the past as a result of these provisions, and as of March 31, 2012, we determined that it is not probable that we will be required to make any material payments in the future. As of March 31, 2012 and 2011, no amounts have been recorded under these indemnifications.

Litigation

Various legal actions, governmental proceedings and other claims are pending or may be instituted or asserted in the future against us with respect to matters arising in the ordinary course of business. Certain of these actions are or purport to be class action suits, seeking sizeable damages and/or changes in our business operations, policies and practices. Certain of these actions are similar to suits that have been filed against other financial institutions and captive finance companies. We perform periodic reviews of pending claims and actions to determine the probability of adverse verdicts and resulting amounts of liability. We establish accruals for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. When we are able, we also determine estimates of reasonably possible loss or range of loss, whether in excess of any related accrued liability or where there is no accrued liability. Given the inherent uncertainty associated with legal matters, the actual costs of resolving legal claims and associated costs of defense may be substantially higher or lower than the amounts for which accruals have been established. Based on available information and established accruals, we do not believe it is reasonably possible that the results of these proceedings, in the aggregate, will have a material adverse effect on our consolidated financial condition or results of operations.