FWP 1 dp28044_fwp-5yrs.htm FORM FWP
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-157642
Dated January 9, 2012
 
Final Terms for Issuance
 
Issuer:
  
Toyota Motor Credit Corporation
     
Security:
  
Fixed Rate Medium Term Notes, Series B
     
Issuer Senior Long-Term Debt Ratings:
  
Moody’s Investors Service, Inc.: Aa3 (negative outlook)
Standard & Poor’s Ratings Services: AA- (negative outlook)
     
CUSIP / ISIN:
  
89233P5S1 / US89233P5S11
     
Pricing Date:
  
January 9, 2012
     
Settlement Date:
  
January 12, 2012
     
Maturity Date:
  
January 12, 2017
     
Principal Amount:
  
$1,000,000,000
     
Benchmark Treasury:
  
UST 0.875% due December 31, 2016
     
Treasury Yield:
  
0.835%
     
Spread to Treasury:
  
+125 bps
     
Re-offer Price:
  
99.835%
     
Commission:
  
0.35%
     
All-in Price to Issuer:
  
99.485%
     
Net Proceeds to Issuer:
  
$994,850,000
     
Coupon:
  
Fixed Rate
     
Coupon Rate:
  
2.050%
     
Yield:
  
2.085%
     
Interest Payment Frequency:
  
Semi-annual
     
Initial Interest Payment Date:
  
July 12, 2012
     
Interest Payment Dates:
  
On the 12th of each January and July, and on the Maturity Date
     
Day Count Convention:
  
30/360
 
 
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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 selected by an Independent Investment Banker as having a 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 Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC, RBS Securities Inc. and UBS Securities LLC, or their respective affiliates; provided, however, that if any of the foregoing or their affiliates cease to be a primary U.S. Government securities dealer in the United States, the Issuer will substitute another nationally recognized investment banking firm that is a primary U.S. Government securities dealer.
 
 
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"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 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.
     
Calculation Agent:
  
Deutsche Bank Trust Company Americas
     
Minimum Denominations:
  
$2,000 and $1,000 increments thereafter
     
Governing Law:
  
New York
     
Joint Book-Running Managers:
  
Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
RBC Capital Markets, LLC
RBS Securities Inc.
UBS Securities LLC
     
Senior Co-Managers:
  
BNP Paribas Securities Corp.
HSBC Securities (USA) Inc.
J.P. Morgan Securities LLC
Mitsubishi UFJ Securities (USA), Inc.
     
Junior Co-Managers:
  
Loop Capital Markets LLC
Samuel A. Ramirez & Company, Inc.
     
DTC Number:
  
#274
 
 
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Note:  A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
 
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 Citigroup Global Markets Inc. at 1-877-858-5407, Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, RBC Capital Markets, LLC at 1-866-375-6829, RBS Securities Inc. at 1-866-884-2071, or UBS Securities LLC at 1-877-827-6444 (ext 561-3884).
 
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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