-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FYllEt0V6L7erA11BE33yx5HKAlZrJhaq2wiyvE3PSnZU9ePmfPkxKwiXa8KH9gf 0guIMNetgZccoT4E61VEsQ== 0000834071-07-000023.txt : 20070117 0000834071-07-000023.hdr.sgml : 20070117 20070117142017 ACCESSION NUMBER: 0000834071-07-000023 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070117 DATE AS OF CHANGE: 20070117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOYOTA MOTOR CREDIT CORP CENTRAL INDEX KEY: 0000834071 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 953775816 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-132201 FILM NUMBER: 07534613 BUSINESS ADDRESS: STREET 1: 19001 S. WESTERN AVENUE CITY: TORRANCE STATE: CA ZIP: 90509 BUSINESS PHONE: (310) 468-1310 MAIL ADDRESS: STREET 1: 19001 S. WESTERN AVENUE CITY: TORRANCE STATE: CA ZIP: 90509 424B3 1 mtn719.txt Rule 424(b)(3) Registration No. 333-132201 Pricing Supplement dated January 4, 2007 (To Prospectus dated March 7, 2006 and Prospectus Supplement dated March 7, 2006) TOYOTA MOTOR CREDIT CORPORATION Medium-Term Notes, Series B - CMS Linked Accrual Notes Capitalized terms used in this Pricing Supplement that are defined in the Prospectus Supplement shall have the meanings assigned to them in the Prospectus Supplement. CUSIP: 89233PA55 Principal Amount (in Specified Currency): $10,000,000 Issue Price: 100% Trade Date: January 4, 2007 Original Issue Date: January 18, 2007 Stated Maturity Date: January 18, 2022 Initial Interest Rate: 8.00% Interest Rate: See "Additional Terms of the Notes" Interest Payment Dates: Quarterly, on each January 18, April 18, July 18 and October 18, commencing April 18, 2007 Net Proceeds to Issuer: 100% Agent's Discount or Commission: 0.0% Agent: Morgan Stanley & Co. Incorporated Agent's Capacity: Principal Calculation Agent: Deutsche Bank Trust Company Americas Day Count Convention: Actual/Actual Business Day Convention: Following (with no adjustment to period end dates) Redemption: The Notes are subject to redemption by TMCC, in whole, at par on the Redemption Dates and subject to the Notice of Redemption stated below. Redemption Dates: Each Interest Payment Date, commencing January 18, 2008. Notice of Redemption: The redemption of the Notes is subject to not less than 10 calendar days' prior notice Repayment: Not Applicable Optional Repayment Date(s): Repayment Price: Original Issue Discount: No Total Amount of OID: Yield to Maturity: Initial Accrual Period: Specified Currency: U.S. dollars Minimum Denominations: $50,000 and $1,000 increments thereafter Form of Note: Book-entry only ADDITIONAL TERMS OF THE NOTES Interest The Notes will bear interest from and including the Original Issue Date to but excluding the Interest Payment Date on January 18, 2008 at the Initial Interest Rate. The Notes will bear interest from and including the Interest Payment Date on January 18, 2008 and each Interest Payment Date thereafter to but excluding the following Interest Payment Date (or Maturity, as applicable) (each, an "Interest Calculation Period," and collectively the "Floating Interest Rate Period") calculated in accordance with the following formula: (8.00%) x (N / M) Where: "N" is the total number of calendar days in the applicable Interest Calculation Period on which the difference between the 30-Year CMS Rate and the 2-Year CMS Rate (the "Spread") sets greater than or equal to 0.0%; provided however, that the Spread determined on the fifth U.S. Government Securities Business Day (as defined below) prior to each Interest Payment Date (or Maturity, as applicable) shall apply to such U.S. Government Securities Business Day and each of the remaining calendar days in the related Interest Calculation Period; and "M" is the total number of calendar days in the applicable Interest Calculation Period. No interest will accrue on the Notes with respect to any calendar day on which the Spread is determined or deemed to be less than 0.0%. For each calendar day in an Interest Calculation Period that is not a U.S. Government Securities Business Day, the Spread for that calendar day will be the Spread determined on the immediately preceding U.S. Government Securities Business Day. "30-Year CMS Rate" is the rate for U.S. dollar swaps with a constant maturity of 30 years, expressed as a percentage, as published by the Federal Reserve Board in the Federal Reserve Statistical Release H.15 and which appears on the Reuters Screen ISDAFIX1 Page (rounded to the nearest third decimal place (one thousandth of a percentage point)) as of 11:00 a.m., New York City time on each day in the Interest Calculation Period; provided that if such rate or a successor thereto is not provided, the method of calculating such rate has been changed in a material way or Reuters Screen ISDAFIX1 Page or an equivalent publication source is not displayed, then the 30-Year CMS Rate will be determined by the Calculation Agent in good faith and in a commercially reasonable manner. "2-Year CMS Rate" is the rate for U.S. dollar swaps with a constant maturity of 2 years, expressed as a percentage, as published by the Federal Reserve Board in the Federal Reserve Statistical Release H.15 and which appears on the Reuters Screen ISDAFIX1 Page (rounded to the nearest third decimal place (one thousandth of a percentage point)) as of 11:00 a.m., New York City time on each day in the Interest Calculation Period; provided that if such rate or a successor thereto is not provided, the method of calculating such rate has been changed in a material way or Reuters Screen ISDAFIX1 Page or an equivalent publication source is not displayed, then the 2-Year CMS Rate will be determined by the Calculation Agent in good faith and in a commercially reasonable manner. "U.S. Government Securities Business Day" (hereinafter, "Business Day") means any day except for a Saturday, Sunday or a day on which the Bond Market Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. RISK FACTORS Investing in the Notes involves a number of risks, including risks associated with an investment in ordinary fixed rate notes. In addition to the risks described in "Risk Factors" on page S-3 of the Prospectus Supplement, the Notes are subject to other special considerations. An investment in the Notes entails significant risks not associated with similar investments in a conventional debt security, including, but not limited to, fluctuations in the 30-Year CMS Rate and the 2-Year CMS Rate, and other events that are difficult to predict and beyond TMCC's control. Accordingly, prospective investors should consult their financial and legal advisors as to the risks entailed by an investment in redeemable CMS linked accrual notes and the suitability of the Notes in light of their particular circumstances. The Amount Of Interest Payable On The Notes During The Floating Interest Rate Period Is Uncertain And Could Be 0.0%. The 30-Year CMS Rate and 2-Year CMS Rate are floating rates. During the Floating Interest Rate Period, no interest will accrue on the Notes with respect to any calendar day on which the Spread is determined or deemed to be less than 0.0%. For every calendar day on which the Spread is determined or deemed to be less than 0.0%, the effective interest rate for the applicable Interest Calculation Period will be reduced, and if the Spread remains at less than 0.0% with respect to an entire Interest Calculation Period, the effective interest rate for that Interest Calculation Period will be 0.0%. During The Floating Interest Rate Period, The Yield On The Notes May Be Lower Than The Yield On A Standard Debt Security Of Comparable Maturity. During the Floating Interest Rate Period, the Notes will bear interest at a rate of 0.0% per annum with respect to any calendar day on which the Spread is determined or deemed to be less than 0.0%. As a result, if the Spread remains at less than 0.0% for a substantial number of calendar days during an Interest Calculation Period, the effective yield on the Notes for such Interest Calculation Period will be less than what would be payable on conventional, fixed-rate redeemable notes of TMCC of comparable maturity. The Applicable Spread With Respect To The Fifth Business Day Preceding The End Of An Interest Calculation Period Will Apply For The Remainder Of That Interest Calculation Period. Because during the Floating Interest Rate Period the Spread determined on the fifth Business Day preceding each Interest Payment Date (or Maturity, as applicable) applies to each of the remaining calendar days in the related Interest Calculation Period, if the Spread with respect to that Business Day sets at less than 0.0%, no interest will be paid on the Notes with respect to the remaining calendar days in that Interest Calculation Period, even if the Spread on any of the subsequent remaining calendar days were actually to set at or above 0.0%. Secondary Trading May Be Limited. The Notes will not be listed on an organized securities exchange. There may be little or no secondary market for the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow a holder to trade or sell Notes easily. The Price At Which The Notes May Be Resold Prior To Maturity Will Depend On A Number Of Factors And May Be Substantially Less Than The Amount For Which They Were Originally Purchased. TMCC believes that the value of the Notes in the secondary market will be affected by supply of and demand for the Notes, fluctuations in the Spread and a number of other factors. Some of these factors are interrelated in complex ways. As a result, the effect of any one factor might be offset or magnified by the effect of another factor. The following paragraphs describe what TMCC expects to be the impact on the market value of the Notes of a change in a specific factor, assuming all other conditions remain constant. * The market value of the Notes might be affected by changes in the 30-Year CMS Rate and 2-Year CMS Rate. For example, a decrease in the 30-Year CMS Rate combined with either an increase or no change in the 2-Year CMS Rate could cause a decrease in the market value of the Notes because no interest will be payable on the Notes with respect to any calendar day on which the Spread is determined or deemed to be less than 0.0%. Conversely, an increase in the 30-Year CMS Rate relative to the 2-Year CMS Rate could cause an increase in the market value of the Notes. However, if the Spread increases or remains high, the likelihood of the Notes being redeemed would increase. The 30-Year CMS Rate and 2-Year CMS Rate themselves will be influenced by complex and interrelated political, economic, financial and other factors that can affect the money markets generally and the mid-market semi-annual swap rates in particular. * Volatility is the term used to describe the size and frequency of market fluctuations. If the volatility of 30-Year CMS Rate and 2-Year CMS Rate increases, the market value of the Notes may decrease. The impact of one of the factors specified above may offset some or all of any change in the market value of the Notes attributable to another factor. In general, assuming all relevant factors are held constant, TMCC expects that the effect on the market value of the Notes of a given change in most of the factors listed above will be less if it occurs later in the term of the Notes than if it occurs earlier in the term of the Notes. The Historical Performance Of The 30-Year CMS Rate and 2- Year CMS Rate Is Not An Indication Of The Future Performance Of The 30-Year CMS Rate and 2-Year CMS Rate. The historical performance of the 30-Year CMS Rate and 2- Year CMS Rate should not be taken as an indication of the future performance of the 30-Year CMS Rate and 2-Year CMS Rate during the term of the Notes. Changes in the 30-Year CMS Rate and 2-Year CMS Rate will affect the trading price of the Notes, but it is impossible to predict whether the 30-Year CMS Rate or 2-Year CMS Rate will rise or fall. -----END PRIVACY-ENHANCED MESSAGE-----