Rule 424(b)(2)
Registration No. 333-179826
Pricing Supplement dated February 19, 2013
(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: 89236TAA3
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Principal Amount (in Specified Currency): $750,000,000.
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Issue Price: 100%
Initial Trade Date: February 19, 2013
Original Issue Date: February 22, 2013
Stated Maturity Date: February 24, 2014
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Initial Interest Rate: The initial interest rate will be based on three month LIBOR
determined on February 20, 2013 plus the Floating Rate Spread.
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Interest Payment Dates: Each February 24, May 24, August 24 and November 24,
beginning May 24, 2013
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Net Proceeds to Issuer: $749,325,000
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Merrill Lynch, Pierce, Fenner & Smith Incorporated. (“Merrill Lynch”)
RBS Securities Inc. (“RBS”)
Loop Capital Markets LLC (“Loop”)
Toyota Financial Services Securities USA Corporation (“TFSS USA”)
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Merrill Lynch’s Discount or Commission: 0.03%
Merrill Lynch’s Capacity:
[ ] Agent
[X] Principal
RBS’s Discount or Commission: 0.03%
RBS’s Capacity:
[ ] Agent
[X] Principal
Loop’s Discount or Commission: 0.03%
Loop’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 (+/-): +0.00%
Spread Multiplier: N/A
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Initial Interest Reset Date: February 22, 2013
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
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Minimum Denomination/Minimum Incremental Denomination: $1,000 and $1,000 increments thereafter
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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, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, TFSS USA and UBS Securities LLC, Merrill Lynch, acting as principal, has agreed to purchase and TMCC has agreed to sell to Merrill Lynch $150,000,000 principal amount of the Notes (the “Merrill Lynch 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 June 21, 2012 and the Appointment Agreement Confirmation dated February 19, 2013 (collectively, the “Loop Appointment Agreement”), between TMCC and Loop, Loop, acting as principal, has agreed to purchase and TMCC has agreed to sell to Loop $90,000,000 principal amount of the Notes (the “Loop 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 February 19, 2013 and the Appointment Agreement Confirmation dated February 19, 2013 (collectively, the “RBS Appointment Agreement”), between TMCC and RBS, RBS, acting as principal, has agreed to purchase and TMCC has agreed to sell to RBS $135,000,000 principal amount of the Notes (the “RBS 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 Loop Appointment Agreement and the RBS Appointment Agreement, the obligations of Merrill Lynch, Loop and RBS to purchase the Merrill Lynch Notes, the Loop Notes and the RBS Notes, respectively, are several and not joint, and in the event of a default by any of Merrill Lynch, Loop or RBS, TMCC will issue the Notes to the other dealers only and the size of the offering will be correspondingly reduced. Under the terms and conditions of the Distribution Agreement, each of Merrill Lynch, Loop and RBS 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 $375,000,000 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.