FWP 1 dp20173_fwp.htm FORM FWP
Free Writing Prospectus
  
Filed Pursuant to Rule 433
  
Registration Statement No. 333-157642
Dated March 10, 2011
  
       
Preliminary Terms and Conditions – 20NC4 Fixed Rate Step-up Callable Notes
       
Issuer:
Toyota Motor Credit Corporation
       
Security:
Fixed Rate Step-up Callable Medium Term Notes, Series B
       
Issuer Senior Long-Term
Aa2 (negative outlook) / AA- (stable outlook)
Debt Ratings:
    
       
Cusip:
89233P5B8
  
       
Trade Date:
March     , 2011
  
       
Settlement Date:
March 28, 2011
    
       
Maturity Date:
March 28, 2011
    
       
Principal Amount:
$      (may be increased prior to the Settlement Date)
       
Issue Price:
100.00%
    
       
Re-offer Price:
Par
    
       
Agent’s Discount or
Commission:
2.25%.  The Agent or its affiliate will enter into swap transactions with TMCC to hedge TMCC’s obligations under the Notes.  The Agent and its affiliates expect to realize a profit in connection with these swap transactions.
 
 
       
All-in Price to Issuer:
97.75%
    
       
Net Proceeds to Issuer:
$
    
       
Interest Rate:
4.125%, from and including the Settlement Date to but excluding March 28, 2017;
4.375%, from and including March 28, 2017 to but excluding March 28, 2021;
4.625%, from and including March 28, 2021 to but excluding March 28, 2027; and
7.000%, from and including March 28, 2027 to but excluding the Maturity Date.
 
Interest Payment Frequency:
Quarterly
    
       
Initial Interest Payment Date:
 June 28, 2011    
       
       
Interest Payment Dates:
On the 28th of each March, June, September and December and on the Maturity Date
       
Day Count Convention:
30/360
    
       
Redemption:
The Notes are subject to redemption by the Issuer, in whole or in part, at a price equal to 100% of the principal amount per Note plus accrued and unpaid interest thereon, on March 28, 2015 and on each Interest Payment Date thereafter upon 10 calendar days’ notice.
       
Business Day Convention:
Following
    
       
Period End Dates:
unadjusted
  
 
 
 
 
 
 
 
Business Days:
New York
   
Governing Law:
New York
   
Calculation Agent:
Deutsche Bank Trust Company Americas
   
Minimum Denominations:
$1,000 and $1,000 increments thereafter
   
Form of Note:
Book-entry only
   
Agent:
Citigroup Global Markets Inc.
   
United States Federal Income
Tax Considerations:
This discussion applies only to initial investors in the Notes who purchase the notes at the “issue price,” which will equal the first price at which a substantial amount of the notes is sold to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers).  Based on the operation of Treasury regulations that address the treatment of an issuer’s option to redeem a debt instrument, the Notes will not be treated as issued with “original issue discount” and stated interest on the Notes will generally be taxable to you if you are a U.S. Holder (as defined in the prospectus supplement) as you receive it or accrue it in accordance with your normal method of accounting for U.S. federal income tax purposes.  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.”
   
DTC Number: #274
                                     
Risk Factor:
Early Redemption Risk. The Issuer retains the option to redeem the Notes, in whole or in part, on any quarterly Interest Payment Date, beginning on March 28, 2015.  It is more likely that the Issuer will redeem the Notes in whole prior to their Maturity Date to the extent that the interest payable on the Notes is greater than the interest that would be payable on other instruments of the Issuer of a comparable maturity, terms and credit rating trading in the market.  If the Notes are redeemed, in whole or in part, prior to their Maturity Date, you will receive no further interest payments from the Notes redeemed and may have to re-invest the proceeds in a lower rate environment.

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 issuer 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 toll-free 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