424B2 1 mtn944ps.txt Rule 424(b)(2) Registration No. 333-157642 Pricing Supplement dated July 31, 2009 (To Prospectus dated March 2, 2009 and Prospectus Supplement dated March 10, 2009) TOYOTA MOTOR CREDIT CORPORATION Medium-Term Notes, Series B - Fixed 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: 89233P3N4 Principal Amount (in Specified Currency): $30,000,000. 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 31, 2009 Original Issue Date: August 5, 2009 Stated Maturity Date: August 5, 2011 Interest Rate: 1.60% per annum Interest Payment Dates: The 5th of each February and August, commencing on February 5, 2010, and on the Stated Maturity Date Net Proceeds to Issuer: $ 29,982,000 Agents' Discount or Commission: 0.06% Agents: Banc of America Securities LLC Credit Suisse Securities (USA) LLC Agents' Capacity: [ ] Agent [X] Principal Calculation Agent: Deutsche Bank Trust Company Americas Day Count Convention: [X] 30/360 [ ] Actual/360 [ ] Actual/Actual Business Day Convention [X] Following, unadjusted [ ] Modified Following, adjusted Redemption: Not Applicable Redemption Date(s): Notice of Redemption: Repayment: Not Applicable Optional Repayment Date(s): Repayment Price: Original Issue Discount: Not Applicable Total Amount of Original Issue Discount: Yield to Maturity: Initial Accrual Period: Specified Currency: U.S. dollars Minimum Denomination/Minimum Incremental Denomination: $1,000 and $1,000 increments thereafter If a Reopening Note, check [ ], and specify: Initial Interest Accrual Date: ADDITIONAL TERMS OF THE NOTES Plan of Distribution Under the terms and subject to the conditions of an Appointment Agreement dated July 31, 2009 and the Appointment Agreement Confirmation dated July 31, 2009 (collectively, the "Credit Suisse Appointment Agreement") between Toyota Motor Credit Corporation ("TMCC") and Credit Suisse Securities (USA) LLC ("Credit Suisse"), Credit Suisse, acting as principal, has agreed to purchase and TMCC has agreed to sell to Credit Suisse $10,000,000 principal amount of the Notes (the "Credit Suisse Notes") at 99.94% of such principal amount. Credit Suisse will receive a discount or commission equal to 0.06% of such principal amount. Under the terms and subject to the conditions of the Fourth Amended and Restated Distribution Agreement (the "Distribution Agreement") dated March 10, 2009 between TMCC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC ("Banc of America"), Barclays Capital Inc., 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, Banc of America, acting as principal, has agreed to purchase and TMCC has agreed to sell to Banc of America $20,000,000 principal amount of the Notes (the "Banc of America Notes") at 99.94% of such principal amount. Banc of America will receive a discount or commission equal to 0.06% of such principal amount. Under the terms and subject to the conditions of the Distribution Agreement, which is incorporated by reference into the Credit Suisse Appointment Agreement, the obligations of Credit Suisse and Banc of America to purchase the Credit Suisse Notes and the Banc of America Notes, respectively, are several and not joint, and in the event of a default by either Credit Suisse or Banc of America, 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 Credit Suisse 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.