424B3 1 mtn909ps.txt Rule 424(b)(3) Registration No. 333-132201 Pricing Supplement dated July 2, 2008 (To Prospectus dated March 7, 2006 and Prospectus Supplement dated March 7, 2006) TOYOTA MOTOR CREDIT CORPORATION Medium-Term Notes, Series B - Floating Rate 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: 89233P2A3 Principal Amount (in Specified Currency): $205,000,000. TMCC may increase the Principal Amount prior to the Original Issue Date but is not required to do so. Issue Price: 100% Trade Date: July 2, 2008 Original Issue Date: July 8, 2008 Stated Maturity Date: August 3, 2009 Initial Interest Rate: The Federal Funds Rate with respect to July 7, 2008 plus 0.50% Interest Payment Period: Quarterly Interest Payment Dates: October 8, 2008, January 8, 2009, April 8, 2009, July 8, 2009 and August 3, 2009 Net Proceeds to Issuer: $204,979,500 Agent's Discount or Commission: 0.01% Agents: J.P. Morgan Securities Inc. Citigroup Global Markets Inc. Agents' Capacity: [ ] Agent [X] Principal Calculation Agent: Deutsche Bank Trust Company Americas Interest Calculation: [X] Regular Floating Rate Note [ ] Inverse Floating Rate Note Fixed Interest Rate: [ ] Floating Rate/Fixed Rate Note Fixed Interest Rate: Fixed Rate Commencement Date: [ ] Other Floating Rate Note (see attached) Interest Rate Basis: [ ] CD Rate [ ] CMS Rate [ ] CMT Rate [ ] Commercial Paper Rate [ ] Eleventh District Cost of Funds Rate [X] Federal Funds Rate [ ] LIBOR Reuters/Page: [ ] LIBOR Telerate/Page: [ ] Prime Rate [ ] Treasury Rate [ ] Other (see attached) If CMT: Designated CMT Maturity Index: __ Year(s) Designated CMT Telerate Page: [ ] 7051 [ ] 7052 If 7052: [ ] Week [ ] Month Spread (+/-): +0.50% Spread Multiplier: Not Applicable Index Maturity: Not Applicable Index Currency: Not Applicable Maximum Interest Rate: Not Applicable Minimum Interest Rate: Not Applicable Initial Interest Reset Date: July 9, 2008 Interest Rate Reset Period: Daily Interest Reset Dates: Each Business Day Interest Determination Date: One Business Day preceding the related Interest Reset Date Day Count Convention: [ ] 30/360 [X] Actual/360 [ ] Actual/Actual Business Day Convention [X] Following [ ] Modified Following Redemption: Not Applicable Redemption Date(s): Notice of Redemption: Repayment: Not Applicable Optional Repayment Date(s): Repayment Price: Original Issue Discount: No Specified Currency: U.S. dollars Minimum Denominations: $1,000 and $1,000 increments thereafter Form of Note: [X] Book-entry only [ ] Certificated ADDITIONAL TERMS OF THE NOTES Interest Notwithstanding anything contained in this Pricing Supplement or the Prospectus Supplement to the contrary, the Interest Rate to be used for the two Business Days immediately prior to each Interest Payment Date (including the Stated Maturity Date) will be the Interest Rate in effect on the second Business Day preceding such Interest Payment Date (including the Stated Maturity Date). Plan of Distribution Under the terms of and subject to the conditions of the Third Amended and Restated Distribution Agreement dated March 7, 2006 between TMCC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Toyota Financial Services Securities USA Corporation ("TFSS USA") (such agreement, the "Distribution Agreement"), J.P. Morgan Securities Inc., acting as principal, has agreed to purchase and TMCC has agreed to sell to J.P. Morgan Securities Inc. $150,000,000 in principal amount of the Notes (the "J.P. Morgan Notes") at 99.99% of such principal amount. J.P. Morgan Securities Inc. will receive a discount or commission equal to 0.01% of such principal amount. Under the terms of and subject to the conditions of the Distribution Agreement, Citigroup Global Markets Inc., acting as principal, has agreed to purchase and TMCC has agreed to sell to Citigroup Global Markets Inc. $55,000,000 in principal amount of the Notes (the "Citgroup Notes") at 99.99% of such principal amount. Citigroup Global Markets Inc. will receive a discount or commission equal to 0.01% of such principal amount. Under the terms and conditions of the Distribution Agreement, the obligations of J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. to purchase the J.P. Morgan Notes and the Citigroup Notes, respectively, are several and not joint, and in the event of a default by either of J.P. Morgan Securities Inc. or Citigroup Global Markets Inc., TMCC will issue the Notes to the other dealer only and the size of the offering will be correspondingly reduced. Under the terms and conditions of the Distribution Agreement, each of J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., is committed to take and pay for its own full allocation of the Notes offered hereby if any of such allocation is taken.