-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LnGouVatNmxTYBw/9Uq6THB4y8hQ7mjIio83rAHNHRgxrkV6QKb01CehGc1nd0JV yd1dVg/uBn0R1rdW8hvcEQ== 0000950103-10-001771.txt : 20100615 0000950103-10-001771.hdr.sgml : 20100615 20100615103932 ACCESSION NUMBER: 0000950103-10-001771 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100615 DATE AS OF CHANGE: 20100615 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOYOTA MOTOR CREDIT CORP CENTRAL INDEX KEY: 0000834071 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 953775816 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-157642 FILM NUMBER: 10896553 BUSINESS ADDRESS: STREET 1: 19001 S. WESTERN AVENUE CITY: TORRANCE STATE: CA ZIP: 90509 BUSINESS PHONE: (310) 468-1310 MAIL ADDRESS: STREET 1: 19001 S. WESTERN AVENUE CITY: TORRANCE STATE: CA ZIP: 90509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TOYOTA MOTOR CREDIT CORP CENTRAL INDEX KEY: 0000834071 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 953775816 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 19001 S. WESTERN AVENUE CITY: TORRANCE STATE: CA ZIP: 90509 BUSINESS PHONE: (310) 468-1310 MAIL ADDRESS: STREET 1: 19001 S. WESTERN AVENUE CITY: TORRANCE STATE: CA ZIP: 90509 FWP 1 dp18166_fwp-5yr.htm FORM FWP
 
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-157642
Dated June 14, 2010

Final Terms for Issuance

Issuer:
Toyota Motor Credit Corporation
   
Security:
Fixed Rate Medium Term Notes, Series B
   
Issuer Senior Long-Term
Aa2 (negative outlook) / AA (negative outlook)
Debt Ratings:
  
   
Cusip:
89233P4B9
   
Pricing Date:
June 14, 2010
   
Settlement Date:
June 17, 2010
   
Maturity Date:
June 17, 2015
   
Principal Amount:
$1,250,000,000
 
(may be increased prior to the Settlement Date)
   
Benchmark Treasury:
UST 2.125% due May 31, 2015
   
Treasury Yield:
2.027%
   
Spread to Treasury:
 120 bps
   
Re-offer Price:
99.876%
   
Commission:
0.35%
   
All-in Price to Issuer:
99.526%
   
Net Proceeds to Issuer:
$1,244,075,000
   
Coupon:
Fixed Rate
   
Coupon Rate:
3.2%
   
Yield:
3.227%
   
Interest Payment Frequency:
Semi-annual
   
Initial Interest Payment Date:
December 17, 2010
   
Interest Payment Dates:
On the 17th of each December and June,
 
and on the Maturity Date
   
 
 
 
 
 
 
 
Day Count Convention:
30/360
   
Business Day Convention:
Following, unadjusted
   
Business Days:
New York
   
Optional Make-Whole
  
Redemption:
T+20 bps

The notes will be redeemable, in whole or in part, at the Issuer’s option at any time, at a "make-whole" redemption price equal to the greater of (i) 100% of the principal amount of such notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued and unpaid interest thereon to the date of redemption.

"Comparable Treasury Issue" means, with respect to the notes, the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such notes.

"Comparable Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Calculation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Calculation Agent after consultation with the Issuer.

"Reference Treasury Dealer" means each of Banc of America Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC or their respective affiliates and one other primary U.S. Government securities dealers selected by the Issuer; provided, however, that if any of the foregoing or their affiliates cease to be a primary U.S. Government securities dealer in The City of New York, the Issuer will substitute another nationally recognized investment banking firm that is a primary U.S. Government securities dealer.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Calculation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Calculation Agent by such Reference
 
 
 
 
 
 
 
Treasury Dealer at 3:30 p.m. New York time on the third business day preceding such redemption date.

"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of notes to be redeemed.

Unless the Issuer defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof called for redemption.

Governing Law:
New York
   
Calculation Agent:
Deutsche Bank Trust Company Americas
   
Minimum Denominations:
$2,000 and $1,000 increments thereafter
   
Bookrunners:
Banc of America Securities LLC
 
Citigroup Global Markets Inc.
 
Deutsche Bank Securities Inc.
 
UBS Securities LLC
   
Senior Co-managers:
BNP Paribas Securities Corp.
 
HSBC Securities (USA) Inc.
 
J.P. Morgan Securities Inc.
 
Morgan Stanley & Co. Inc.
   
Junior Co-managers:
Loop Capital Markets LLC
 
The Williams Capital Group, L.P.
   
DTC Number:
#773

Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the prospectus dated March 2, 2009 and prospectus supplement thereto dated March 10, 2009 relating to these notes.

The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issue r and this offering.  You may get these documents for free by visiting EDGAR on the web at www.sec.gov.  Alternatively, the issuer, any underwriter or any dealer participating in the offering
 
 
 
 
 
 
 
will arrange to send you the prospectus if you request it by calling Bank of America Securities LLC at 1-800-294-1322; Deutsche Bank Securities Inc. at 1-800-503-4611; UBS Securities at 1-877-827-6444 (ext 561-3884); or Citigroup Global Markets at 1-877-858-5407.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded.  Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
 
 

 
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