8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 19, 2004

TOYOTA MOTOR CREDIT CORPORATION

(Exact name of registrant as specified in its charter)

California	1-9961	95-3775816
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
19001 S. Western Avenue
Torrance, California		90501
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (310) 468-1310

            Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

Toyota Motor Credit Corporation (the “Company”) is in the process of preparing a restatement of:

o its audited consolidated financial statements as of March 31, 2004 and 2003 and for each of the years in the three year period ended March 31, 2004, and

o its unaudited consolidated financial statements for the three and six month periods ended September 30, 2003, as of December 31, 2003 and for the three and nine month periods ended December 31, 2003 and 2002, and as of June 30, 2004 and for the three months ended June 30, 2004 and 2003.

The Company intends to file amendments to its Quarterly Report on Form 10-Q for the period ended December 31, 2003, its Annual Report on Form 10-K for the fiscal year ended March 31, 2004 and its Quarterly Report on Form 10-Q for the period ended June 30, 2004 that will include restated financial statements and amendments to related disclosures for the fiscal periods covered by those reports. The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004 to be filed with the Securities and Exchange Commission will include restated financial statements and amendments to related disclosures for the three and six month periods ended September 30, 2003. Item 4.02 contains additional information about adjustments to the financial results of the Company, and is incorporated herein by reference.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

As part of the Company’s ongoing review of its accounting policies in the second quarter of fiscal 2005, management determined that the Company’s accounting methodology relating primarily to its recognition of certain incremental direct costs and fees was not in compliance with generally accepted accounting principles in the United States (“GAAP”). These costs and fees relate primarily to those incurred in connection with the acquisition of finance and lease contracts. For example, certain incremental direct costs and fees were expensed when incurred rather than amortized over the life of the related contracts. The methods used resulted in an understatement of revenue and an overstatement of expenses, causing an understatement of net income in prior quarterly and annual fiscal periods. As a result, the Company has determined that certain adjustments are necessary to the Company’s consolidated financial statements for the periods described above in Item 2.02, which is incorporated herein by reference, and investors should look to the revised financial statements when they become available.

On October 19, 2004, the Company’s Audit Committee agreed with management’s recommendation that the consolidated financial statements of the Company for the periods described above in Item 2.02 should be restated in order to reflect the appropriate methods of recognizing certain incremental direct costs and fees. The Audit Committee has discussed this conclusion with the Company’s independent registered public accounting firm.

The adjustments are expected to result in differences in the timing of revenue recognition but are not expected to affect previously reported cash flow. The Company anticipates that these adjustments will result in an increase in net financing revenues and net income and a decrease in operating and administrative expenses on the consolidated income statements, and an increase in net finance receivables, deferred taxes and retained earnings on the consolidated balance sheets. Because the Company has not yet completed its internal review and no conclusions have been reached, the Company is not currently in a position to quantify the impact of the anticipated restatement.

In light of the expected restatement, the Company believes that a material weakness existed in its internal controls related to the design and review of revenue recognition policies particularly in the area of incremental direct costs and fees and in the structure and design of related financial information systems. The Company intends to devote significant resources to revising its policies, procedures, and financial information systems in this area to comply with the methods required by GAAP to ensure accurate measurement of estimates and recording of amounts associated with these transactions at acquisition and over the life of the contracts.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 25, 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TOYOTA MOTOR CREDIT CORPORATION

Date: October 25, 2004	By:         /s/ JOHN F. STILLO
	John F. Stillo Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 25, 2004.

EX-99.1

TOYOTA MOTOR CREDIT CORPORATION TO RESTATE FINANCIAL RESULTS

TORRANCE, Calif. October 25, 2004 – Toyota Motor Credit Corporation (the “Company”) announced today that the Company intends to file a restatement of certain of its consolidated financial statements. In an ongoing review of its accounting policies, the Company determined that the accounting relating primarily to its recognition of certain incremental direct costs and fees did not comply with generally accepted accounting principles in the U.S. (“GAAP”). These costs and fees relate primarily to those incurred in connection with the acquisition of finance and lease contracts. For example, certain incremental direct costs and fees were expensed when incurred rather than amortized over the life of the related contracts. As a result, the Company concluded that certain adjustments to its financial statements are necessary. The adjustments are expected to result in differences in the timing of revenue recognition but are not expected to affect previously reported cash flow. The Company currently anticipates that these adjustments will result in an increase in net financing revenues and net income, and a decrease in operating and administrative expenses for the periods covered by the restatement. Because the Company has not yet completed its internal review and no conclusions have been reached, the Company is not currently in a position to quantify the impact of the anticipated restatement.

The Company intends to restate its audited consolidated financial statements as of March 31, 2004 and 2003 and for each of the years in the three year period ended March 31, 2004 and its unaudited consolidated financial statements for the three and six month periods ended September 30, 2003, as of December 31, 2003 and for the three and nine month periods ended December 31, 2003 and 2002, and as of June 30, 2004 and for the three months ended June 30, 2004 and 2003. The Company intends to file amendments to its Quarterly Report on Form 10-Q for the quarter ended December 31, 2003, its Annual Report on Form 10-K for the fiscal year ended March 31, 2004 and its Quarterly Report on Form 10-Q for the period ended June 30, 2004 that will include restated financial statements and amendments to related disclosures for the fiscal periods covered by those reports. The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004 to be filed with the Securities and Exchange Commission will include restated financial statements and amendments to related disclosures for the three months ended September 30, 2003. Investors should look to the restated financial statements included in the amendments when they become available.

The Company has filed a current report on Form 8-K with the Securities and Exchange Commission with respect to the anticipated restatement.

About Toyota Motor Credit Corporation

The Company is marketed under the brands of Toyota Financial Services (TFS) and Lexus Financial Services (LFS) in the United States, offering retail auto financing and leasing through the Company and extended service contracts through Toyota Motor Insurance Services (TMIS). The Company currently employs over 2800 associates nationwide, and has managed assets totaling more than $45 billion. It is part of a worldwide network of comprehensive financial services offered by Toyota Financial Services Corporation, a wholly-owned subsidiary of Toyota Motor Corporation.

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Contact: Cheryl Burnett 310.468.5681

This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainties and changes in circumstances that could cause actual results to differ materially from those projected, anticipated or implied. For information concerning these risks and uncertainties, see the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.