0000950103-12-002221.txt : 20120427 0000950103-12-002221.hdr.sgml : 20120427 20120427162146 ACCESSION NUMBER: 0000950103-12-002221 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120427 DATE AS OF CHANGE: 20120427 FILER: 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: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-179826 FILM NUMBER: 12789854 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 424B2 1 dp30250_424b2.htm PRICING SUPPLEMENT

Pricing Supplement dated April 27, 2012,
amending the Pricing Supplement dated April 18, 2012
Rule 424(b)(2)
Registration No. 333-179826
(To Prospectus dated March 1, 2012
and Prospectus Supplement dated March 2, 2012)
  


TOYOTA MOTOR CREDIT CORPORATION
Medium-Term Notes, Series B – Fixed Rate Step-up Callable Notes

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: 89233P6C5

Principal Amount (in Specified Currency): $20,000,000
Issue Price: 100%
Initial Trade Date: April 18, 2012
Original Issue Date: April 30, 2012
Stated Maturity Date: April 30, 2015

Interest Rate:
0.50% from and including the Original Issue Date to but excluding April 30, 2013;
1.00% from and including April 30, 2013, to but excluding April 30, 2014;
1.50% from and including April 30, 2014, to but excluding the Maturity Date.

Interest Payment Dates: Quarterly, on each January 30, April 30, July 30, and October 30, beginning July 30, 2012

Net Proceeds to Issuer: 99.785% / $19,957,000
Agent’s Discount or Commission: 0.215%.  TMCC will hedge its obligations under the Notes by entering into swap transactions with the Agent or its affiliates.  The Agent and its affiliates expect to realize a profit in connection with these swap transactions.  See “Use of Proceeds and Hedging.”
Agent: Barclays Capital Inc.
Agent’s Capacity: Principal

Calculation Agent: Barclays Bank PLC

Day Count Convention: 30/360
Business Day Convention: Following, unadjusted

Redemption: The Notes are subject to redemption by TMCC, in whole but not in part, at a price equal to 100% of the principal amount per Note plus accrued and unpaid interest thereon, on the Redemption Dates and subject to the Notice of Redemption stated below.
Redemption Dates: Quarterly, on each January 30, April 30, July 30, and October 30, commencing on (and including) April 30, 2013, up to (but excluding) the Maturity Date, subject to the Notice of Redemption provision below.
Notice of Redemption: The redemption of the Notes is subject to not less than 10 Business Days’ prior notice

 
PS-1
 

Repayment: Not Applicable
Optional Repayment Date(s):
Repayment Price:

Original Issue Discount: N/A

Specified Currency: U.S. dollars
Minimum Denominations: $1,000 and $1,000 increments thereafter
Form of Note: Book-entry only

 
PS-2
 
 
RISK FACTORS

An investment in the Notes entails significant risks not associated with similar investments in a conventional debt security that bears interest at a fixed rate, including, but not limited to, events that are difficult to predict and beyond our control. Accordingly, prospective investors should consult their financial and legal advisors as to the risks entailed by an investment in the Notes and the suitability of the Notes in light of their particular circumstances.

Early Redemption Risk. The Issuer retains the option to redeem the Notes, in whole but not in part, quarterly on each January 30, April 30, July 30, and October 30, commencing April 30, 2013.  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 comparable maturity and terms trading in the market.  If the Notes are redeemed prior to their Maturity Date, you will receive no further interest payments from the Notes redeemed and may have to reinvest the proceeds in a lower rate environment.

UNITED STATES FEDERAL INCOME TAXATION

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.”
 

USE OF PROCEEDS AND HEDGING

The net proceeds from the sale of the Notes will be used as described under “Use of Proceeds” in the accompanying prospectus supplement.

To provide a hedge to TMCC, an affiliate of the Agent will enter into a swap agreement with TMCC. Under the swap agreement, TMCC will make floating rate payments linked to the London interbank offered rate in respect of a notional principal amount equal to the aggregate principal amount of the Notes during the term of the Notes in exchange for receiving payments equal to interest due in respect of the Notes from the affiliate of the Agent.
 
PS-3