Rule 424(b)(2)
Registration No. 333-179826
Pricing Supplement dated March 5, 2012
(To Prospectus dated March 1, 2012
and Prospectus Supplement dated March 2, 2012)
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: 89233P6A9
Principal Amount (in Specified Currency): $500,000,000. TMCC may increase
the Principal Amount prior to the Original Issue Date but is not required to
do so.
Issue Price: 100%
Initial Trade Date: March 5, 2012
Original Issue Date: March 8, 2012
Stated Maturity Date: April 3, 2013
Initial Interest Rate: The initial interest rate will be based on an interpolated
interest rate between three month and four month LIBOR determined on
March 6, 2012 plus the Floating Rate Spread, reflecting the long first interest
period.
Interest Payment Dates: Each July 3, October 3, January 3 and April 3, beginning
July 3, 2012
Net Proceeds to Issuer: $499,550,000
Agents:
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Deutsche Bank Securities Inc. (“Deutsche Bank”)
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RBC Capital Markets, LLC (“RBC”)
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Toyota Financial Services Securities USA Corporation (“TFSS USA”)
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Deutsche Bank’s Discount or Commission: 0.03%
Deutsche Bank’s Capacity:
[ ] Agent
[X] Principal
RBC’s Discount or Commission: 0.03%
RBC’s Capacity:
[ ] Agent
[X] Principal
TFSS USA’s Discount or Commission: 0.15%
TFSS USA’s Capacity:
[X] Agent
[ ] 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 Addendum)
Interest Rate Basis:
[ ] CD Rate
[ ] CMS Rate
[ ] CMT Rate
[ ] Commercial Paper Rate
[ ] Eleventh District Cost of Funds Rate
[ ] Federal Funds Rate
[ ] Federal Funds Open Rate
[X] LIBOR
[ ] Prime Rate
[ ] Treasury Rate
[ ] Other (see attached Addendum)
If CMS:
Designated CMS Maturity Index:
If CMT:
Designated CMT Maturity Index:
Designated CMT Reuters Page:
[ ] T7051
[ ] T7052
If LIBOR:
Designated LIBOR Page: Reuters
Index Currency: U.S. dollars
If CD Rate or LIBOR
Index Maturity: 3 month
Floating Rate Spread (+/-): +0.15%
Spread Multiplier: N/A
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Initial Interest Reset Date: March 8, 2012
Interest Reset Dates: Each Interest Payment Date
Interest Rate Reset Period: Quarterly
Interest Rate Reset Cutoff Date: N/A
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
Business Days: New York and London
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 the Fifth Amended and Restated Distribution Agreement (the “Distribution Agreement”) dated March 2, 2012, between Toyota Motor Credit Corporation (“TMCC”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, TFSS USA and UBS Securities LLC, Deutsche Bank, acting as principal, has agreed to purchase and TMCC has agreed to sell to Deutsche Bank $75,000,000 principal amount of the Notes (the “Deutsche Bank Notes”) at 99.97% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.03% of such principal amount.
Under the terms and subject to the conditions of an Appointment Agreement dated March 5, 2012 and the Appointment Agreement Confirmation dated March 5, 2012 (collectively, the “RBC Appointment Agreement”), between TMCC and RBC, RBC, acting as principal, has agreed to purchase and TMCC has agreed to sell to RBC $175,000,000 principal amount of the Notes (the “RBC Notes”) at 99.97% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.03% of such principal amount.
Under the terms and subject to the conditions of the Distribution Agreement, which is incorporated by reference into the RBC Appointment Agreement, the obligations of Deutsche Bank and RBC to purchase the Deutsche Bank Notes and the RBC Notes, respectively, are several and not joint, and in the event of a default by either Deutsche Bank or RBC, 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 Deutsche Bank and RBC is committed to take and pay for its own full allocation of the Notes offered hereby if any of such allocation is taken.
Under the terms and subject to the conditions set forth in the Distribution Agreement, TMCC is hereby offering $250,000,000 in principal amount of the Notes through TFSS USA, acting as agent (the “TFSS USA Notes”) at 99.85% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.15% of such principal amount. TFSS USA has agreed to use its reasonable efforts to solicit offers to purchase the TFSS USA Notes.