Rule 424(b)(2)
Registration No. 333-179826
Pricing Supplement dated August 26, 2014
(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: 89236TBR5
Principal Amount (in Specified Currency): $1,250,000,000. TMCC may increase the Principal Amount prior to the Original Issue Date but is not required to do so.
Initial Trade Date: August 26, 2014
Original Issue Date: August 29, 2014
Stated Maturity Date: August 26, 2015
Initial Interest Rate: The initial interest rate will be based on three month LIBOR determined on August 27, 2014 plus the Floating Rate Spread.
Interest Payment Dates: Each February 26, May 26, August 26 and November 26, beginning November 26, 2014
Net Proceeds to Issuer: $1,249,205,000
| Agents: |
Citigroup Global Markets Inc. (“Citigroup”) |
| |
RBC Capital Markets, LLC (“RBC”)
|
| |
Toyota Financial Services Securities USA Corporation (“TFSS USA”)
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Citigroup’s Discount or Commission: 0.030%
Citigroup’s Capacity:
[ ] Agent
[X] Principal
RBC’s Discount or Commission: 0.030%
RBC’s Capacity:
[ ] Agent
[X] Principal
TFSS USA’s Discount or Commission: 0.150%
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: August 29, 2014
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, adjusted
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: Yes (short-term note)
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, Barclays Capital Inc., Citigroup, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, TFSS USA and UBS Securities LLC, Citigroup, acting as principal, has agreed to purchase and TMCC has agreed to sell to Citigroup $450,000,000 principal amount of the Notes (the “Citigroup Notes”) at 99.970% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.030% of such principal amount.
Under the terms and subject to the conditions of an Appointment Agreement dated August 26, 2014 and the Appointment Agreement Confirmation dated August 26, 2014 (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 $450,000,000 principal amount of the Notes (the “RBC Notes”) at 99.970% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.030% 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 Citigroup and RBC to purchase the Citigroup Notes and RBC Notes, respectively, are several and not joint, and in the event of a default by any of Citigroup or RBC, 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 Citigroup 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 $350,000,000 in principal amount of the Notes through TFSS USA, acting as agent (the “TFSS USA Notes”, and, collectively with the Citigroup Notes and the RBC Notes, the “Notes”) at 99.850% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.150% of such principal amount. TFSS USA has agreed to use its reasonable efforts to solicit offers to purchase the TFSS USA Notes.
United States Federal Income Taxation
As discussed in the Prospectus Supplement under “United States Federal Income Taxation—Recent Legislation,” legislation commonly referred to as “FATCA” generally imposes a withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect to certain financial instruments, unless various U.S. information reporting and due diligence requirements have been satisfied. This legislation will apply to the Notes. Under final Treasury regulations, withholding (if applicable) will apply to payments of interest. We will not pay additional amounts with respect to any such withholding taxes. You should consult your tax adviser regarding the potential consequences of FATCA with respect to your investment in the Notes.
For other U.S. federal income tax consequences of owning and disposing of the Notes, please see the section of the Prospectus Supplement titled “United States Federal Income Taxation.” Any consequences resulting from the Medicare tax on investment income are not addressed in this discussion or the section of the Prospectus Supplement titled “United States Federal Income Taxation.”