-----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, UXpaetsxLgB65DyBxu0LGUFd7G3+WPYfJmLp/UU1TLotKb1zuWtSrASEdGd06b0r GyIJqDlh67K8qqiyjicoHA== 0000834071-08-000236.txt : 20080814 0000834071-08-000236.hdr.sgml : 20080814 20080814123016 ACCESSION NUMBER: 0000834071-08-000236 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080814 DATE AS OF CHANGE: 20080814 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: 081016802 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 mtn917ps.txt Rule 424(b)(3) Registration No. 333-132201 Pricing Supplement dated August 13, 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: 89233P2J4 Principal Amount (in Specified Currency): $325,000,000. TMCC may increase the Principal Amount prior to the Original Issue Date but is not required to do so. Issue Price: 100% Trade Date: August 13, 2008 Original Issue Date: August 18, 2008 Stated Maturity Date: August 17, 2010 Initial Interest Rate: Three month LIBOR determined on August 14, 2008 plus 0.10%, accruing from August 18, 2008 Interest Payment Period: Quarterly Interest Payment Dates: The 17th of each February, May, August, November, and on the Stated Maturity Date Net Proceeds to Issuer: $324,870,000 Agents' Discount or Commission: See "Additional Terms of the Notes - Plan of Distribution" Agents: Morgan Stanley & Co. Incorporated Barclays Capital Inc. Banc of America Securities LLC Agents' Capacity: See "Additional Terms of the Notes - Plan of Distribution" 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 [ ] Federal Funds Rate [ ] LIBOR Reuters/Page: [X] LIBOR Telerate/Page: 3750 [ ] 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 (+/-): + 0.10% Spread Multiplier: N/A Index Maturity: 3 month Index Currency: U.S. Dollars Maximum Interest Rate: N/A Minimum Interest Rate: N/A Initial Interest Reset Date: November 17, 2008 Interest Rate Reset Period: Quarterly Interest Reset Dates: The same dates as each Interest Payment Date. For the avoidance of doubt, newly reset interest rates shall apply beginning on and including the Interest Reset Date, to but excluding the next Interest Payment Date Interest Determination Date: The second London Banking Day preceding each Interest Reset Date Day Count Convention: [ ] 30/360 [X] Actual/360 [ ] Actual/Actual Business Day Convention [ ] Following [X] Modified Following Redemption: Not Applicable Redemption Dates: 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 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 ("Morgan Stanley") and Toyota Financial Services Securities USA Corporation (such agreement, the "Distribution Agreement"), Morgan Stanley, acting as principal, has agreed to purchase and TMCC has agreed to sell to Morgan Stanley $250,000,000 in principal amount of the Notes (the "Morgan Stanley Notes") at 99.96% of such principal amount. Morgan Stanley will receive a discount or commission equal to 0.04% of such principal amount. Under the terms of and subject to the conditions of an Appointment Agreement dated September 14, 2007 and an Appointment Agreement Confirmation dated August 13, 2008 (which incorporates by reference the Distribution Agreement), each between TMCC and Barclays Capital Inc., Barclays Capital Inc., acting as principal, has agreed to purchase and TMCC has agreed to sell to Barclays Capital Inc., $50,000,000 in principal amount of the Notes (the "Barclays Notes") at 99.96% of such principal amount. Barclays Capital Inc. will receive a discount or commission equal to 0.04% of such principal amount. Under the terms of and subject to the conditions of an Appointment Agreement dated September 25, 2007 and an Appointment Agreement Confirmation dated August 13, 2008 (which incorporates by reference the Distribution Agreement) each between TMCC and Banc of America Securities LLC ("Banc of America"), Banc of America, acting as principal, has agreed to purchase and TMCC has agreed to sell to Banc of America, $25,000,000 in principal amount of the Notes (the "Banc of America Notes") at 99.96% of such principal amount. Banc of America will receive a discount or commission equal to 0.04% of such principal amount. Under the terms and conditions of the Distribution Agreement, the obligations of Morgan Stanley, Barclays Capital Inc. and Banc of America to purchase the Morgan Stanley Notes, the Barclays Notes and the Banc of America Notes, respectively, are several and not joint, and in the event of a default by any of Morgan Stanley, Barclays Capital Inc. and Banc of America, TMCC will issue the Notes to the non-defaulting dealers only and the size of the offering will be correspondingly reduced. Under the terms and conditions of the Distribution Agreement, each of Morgan Stanley, Barclays Capital Inc. and Banc of America is committed to take and pay for its own full allocation of the Notes offered hereby if any of such allocation is taken. -----END PRIVACY-ENHANCED MESSAGE-----