424B3 1 mtn934aps.txt Rule 424(b)(3) Registration No. 333-132201 Pricing Supplement dated January 20, 2009 (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: 89233P3C8 (reopening) Principal Amount (in Specified Currency): $40,000,000. TMCC may increase the Principal Amount prior to the Original Issue Date but is not required to do so. Issue Price: 100.009% (or $40,003,600) plus accrued interest from January 21, 2009 Trade Date: January 20, 2009 Original Issue Date: January 23, 2009 Stated Maturity Date: October 22, 2009 Initial Interest Rate: Three month LIBOR determined on January 16, 2009 plus 0.80%, accruing from January 21, 2009 Interest Payment Period: Quarterly Interest Payment Dates: April 22, 2009, July 22, 2009 and on the Stated Maturity Date Net Proceeds to Issuer: $39,955,600 plus accrued interest from January 21, 2009 Agents' Discount or Commission: See "Additional Terms of the Notes - Plan of Distribution" Agents: Citigroup Global Markets Inc. Toyota Financial Services Securities USA Corporation 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 (+/-): + 0.80% 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: April 22, 2009 Interest Rate Reset Period: Quarterly Interest Reset Dates: April 22 2009 and July 22, 2009 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: See below. United States Federal Income Tax Considerations: For U.S. federal income tax purposes, the notes issued herein (the "Notes") will be treated as Short-Term Notes, as described in the section of the prospectus supplement dated March 7, 2006 called "Material United States Tax Considerations for U.S. Holders - Original Issue Discount - Short-Term Notes," except that the original issue discount with respect to the Notes will be equal to the stated redemption price at maturity of the Notes less the holder's basis in the Notes, which generally equals the purchase price paid by the holder for the Notes. 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 Fungibility The Notes offered hereby will have the same terms as, and will be fungible with, the $140,000,000 aggregate principal amount of Notes previously issued, but will be offered at a different Issue Price. Once issued, the Notes offered hereby will become part of the same series as the Notes previously issued. Interest Notwithstanding anything to the contrary in the Prospectus Supplement and Prospectus, the first Interest Calculation Period will be the period from and including January 21, 2009 to and excluding the Initial Interest Reset Date, and interest on the Notes for such Interest Calculation Period will accrue from and including January 21, 2009, to and excluding the Initial Interest Reset Date. Plan of Distribution Under the terms 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. ("Citigroup"), 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"), as amended from time to time (such agreement, the "Distribution Agreement"), Citigroup, acting as principal, has agreed to purchase and TMCC has agreed to sell to Citigroup $10,000,000 principal amount of the Notes (the "Citigroup Notes") at 99.979% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.03% of the principal amount, plus accrued interest from January 21, 2009. Under the terms and conditions set forth in the Distribution Agreement, Citigroup is committed to take and pay for all of the Citigroup Notes offered hereby, if any are taken. Under the terms and subject to the conditions of the Distribution Agreement, TMCC is hereby offering $30,000,000 in principal amount of the Notes through TFSS USA, acting as agent (the "TFSS USA Notes") at 99.859% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.15% of the principal amount, plus accrued interest from January 21, 2009. TFSS USA has agreed to use its reasonable efforts to solicit offers to purchase the TFSS USA Notes.