8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 18, 2018

TOYOTA MOTOR CREDIT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

California	1-9961	95-3775816
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6565 Headquarters Drive Plano, TX 75024
(Address of principal executive offices, including zip code)
(469) 486-9300
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 9.01 Financial Statements and Exhibits.

The purpose of this Form 8-K is to file the following exhibits.

(d) Exhibits.

Exhibit No.	Description
4.1	Form of IncomeDriver Global Note
5.1	Opinion of Mayer Brown LLP
23.1	Consent of Mayer Brown LLP (included in Exhibit 5.1)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TOYOTA MOTOR CREDIT CORPORATION
Date: June 18, 2018	By:	/s/ Katherine Adkins
		Katherine Adkins
		Group Vice President, General Counsel and Secretary

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EX-4.1

Exhibit 4.1

[Form of Global Note]

TOYOTA MOTOR CREDIT CORPORATION

INCOMEDRIVER GLOBAL NOTE

REGISTERED

No. R-1

Issue Date: June 18, 2018

TOYOTA MOTOR CREDIT CORPORATION, a California corporation (the “Company,” which terms include any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to the Persons in whose names the Company’s IncomeDriver Notes^TM (the “Notes”) are identified as the owners thereof (the “Holders”) on the records of the Company (the “Underlying Records”) maintained by The Bank of New York Mellon, as agent (the “Agent Bank”) on demand of the Holders (in the manner specified in the Operating Guidelines (as defined below) or at the direction of the Company in its sole discretion and judgment (which demand or direction may relate to all or a portion of the principal amount of the Notes of a Holder), the principal amount specified in the Underlying Records. Interest on the Notes shall accrue daily at the rate per annum determined by the Company from time to time, shall be computed on the basis of a 365/366-day year, shall be credited to the Notes on the last business day of each calendar month and shall be reinvested. The Agent Bank will act as the Company’s paying agent and will make all payments of principal and interest on the Notes on the Company’s behalf. All payments shall be made in accordance with the Demand Notes Program Services Agreement, dated as of June 6, 2018, between the Company and the Agent Bank, including the Operating Guidelines attached thereto as Schedule A, as amended from time to time (the “Operating Guidelines”), the terms of which are incorporated herein by reference.

Reference is hereby made to the further provisions of this Note set forth below, and in the Underlying Records, the Indenture, any Supplemental Indenture thereto, the Operating Guidelines and the pricing supplements filed with the Securities and Exchange Commission from time to time, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by or on behalf of The Bank of New York Mellon Trust Company, N.A., the Trustee for this Note under the Indenture, or its successor thereunder, by the manual signature of one of its authorized officers, this Note will not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

This Note is one of a duly authorized series of Securities (hereinafter called the “Securities”) of the Company designated as its IncomeDriver Notes^TM (the “Notes”). The Notes are issued and to be issued under an Indenture, dated as of August 1, 1991 (the “Original Indenture” and, as amended and supplemented by the First Supplemental Indenture (as defined below), the Second Supplemental Indenture (as defined below) and the Third Supplemental Indenture (as defined below), the “Indenture”), between the Company and The Chase Manhattan Bank, N.A. (“Chase”), as trustee, as amended and supplemented by the First Supplemental Indenture, dated as of October 1, 1991 (the “First Supplemental Indenture”), among the Company, Deutsche Bank Trust Company Americas (“DBTCA”) (formerly known as Bankers Trust Company) and Chase, the Second Supplemental Indenture, dated as of March 31, 2004 (the “Second Supplemental Indenture”), among the Company, JPMorgan Chase Bank (as successor to Chase) and DBTCA and the Third Supplemental Indenture, dated as of March 8, 2011 (the “Third Supplemental Indenture”), among the Company, The Bank of New York Mellon Trust Company, N.A.

(as successor to The Bank of New York Mellon as successor to Chase) and DBTCA, to which Indenture, and all indentures supplemental thereto, reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee (as defined below) and the Holders of the Notes, and the terms upon which the Notes are to be authenticated and delivered. The Bank of New York Mellon Trust Company, N.A. shall act as Trustee with respect to the Notes (herein called the “Trustee”, which term includes any successor Trustee with respect to the Notes under the Indenture). The Agent Bank shall act as Security Registrar and Paying Agent for the Notes.

For purposes of the Notes, a “Business Day” means any day other than Saturday, Sunday or any other day on which banks are authorized or required by federal, Pennsylvania, New York or Texas law, regulation or executive order to close.

The Notes are not limited in aggregate principal amount.

The Notes are not subject to any sinking fund.

The Notes are issuable only in registered form without coupons. There shall be no minimum denominations applicable to the Notes.

The Notes are not transferable, assignable or negotiable (other than by operation of law).

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, subject to certain exceptions provided therein, the Company and the Trustee to enter into supplemental indentures for a series of Securities with the consent of the Holders of 66 2/3% of the Outstanding principal amount of that series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of each such series affected by such modification or amendment. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture will alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the coin or currency, herein prescribed.

The Company and the Trustee and any agent of the Company or the Trustee may treat the Persons identified on the Underlying Records as the owners of the Notes as of the owners thereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York.

By investing in the Notes, each Holder agrees that any dispute or controversy between the Holder and the Company shall be subject to, and shall be exclusively submitted to, binding arbitration under the

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Consumer Arbitration Rules of the American Arbitration Association. Arbitration is final and binding on the parties. By choosing arbitration, the Holder and the Company each agree to waive their respective rights to seek remedies in court, including the right to jury trial. The foregoing provisions of this paragraph shall not (a) affect or impair the right of any Holder of this Note to receive the payment of the principal of and interest on this Note, on or after the respective due dates expressed in this Notes, or to institute suit for the enforcement of any such payment on or after such respective dates, or (b) apply to the Trustee.

By investing in the Notes, each Holder agrees that in no event shall the Company or the Agent Bank be liable to a Holder for any indirect, incidental, special, consequential, exemplary, or punitive damages, government fines or penalties, attorneys’ fees or amounts for loss of income, profits or savings arising out of a delay or failure to process any transaction or the Holder’s failure to promptly report to the Agent Bank any other error on the Holder’s quarterly statement. The Company shall have all the rights of a “drawee” under the New York Uniform Commercial Code.

By investing in the Notes, each Holder agrees that neither the Company nor the Agent Bank shall be liable for any loss or expense to a Holder arising out of a delay or failure to process any transaction if the delay or failure is the result of an event or occurrence beyond the reasonable control of the Company or the Agent Bank, as the case may be, and without its fault or negligence, including, but not limited to, acts of God, actions by any governmental authority, strikes, fires, floods, windstorms, explosions, riots, natural disasters, or a material adverse change in conditions caused by acts of terrorism or war (whether or not declared) which impairs the Company’s or the Agent Bank’s, as the case may be, ability to process any transaction nor shall the Company or the Agent Bank have any obligation to contest any legal proceeding brought against a Note by any third party nor be liable for any payment of redemption proceeds from a Note to anyone other than the Holder as a result of a legal proceeding or governmental action.

All terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or in facsimile, and an imprint or facsimile of its corporate seal to be imprinted hereon.

[Remainder of page intentionally left blank; signatures appear on next page]

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TOYOTA MOTOR CREDIT CORPORATION
By:
	Cindy Wang
	Group Vice President - Treasury

Attest:
By:
	Katherine Adkins
	Secretary

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series

designated therein referred to in the

within-mentioned Indenture.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
	Authorized Signatory
Dated:

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EX-5.1

Exhibit 5.1

 

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606-4637

Main Tel +1 312 782 0600

Main Fax +1 312 701 7711

 www.mayerbrown.com

June 18, 2018

Toyota Motor Credit Corporation
6565 Headquarters Drive
Plano, Texas 75024

Re: Toyota Motor Credit Corporation ‒ IncomeDriver Notes^TM

Ladies and Gentlemen:

We have acted as special counsel to Toyota Motor Credit Corporation, a California corporation (the “Company”), in connection with the offering and sale by the Company of up to $3,000,000,000 aggregate principal amount of the Company’s IncomeDriver Notes^TM (the “Securities”) as described in the prospectus supplement, dated June 18, 2018 (the “Prospectus Supplement”), and the prospectus dated January 24, 2018 (the “Prospectus”) filed as part of the registration statement on Form S-3 (Registration No. 333-222676) (collectively with the Prospectus and Prospectus Supplement, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”). The Securities will be issued under the indenture, dated as of August 1, 1991 (the “Original Indenture” and, as amended and supplemented by the First Supplemental Indenture (as defined below), the Second Supplemental Indenture (as defined below) and the Third Supplemental Indenture (as defined below), the “Indenture”), between the Company and The Chase Manhattan Bank, N.A. (“Chase”), as trustee, as amended and supplemented by the First Supplemental Indenture, dated as of October 1, 1991 (the “First Supplemental Indenture”), among the Company, Deutsche Bank Trust Company Americas (“DBTCA”) (formerly known as Bankers Trust Company) and Chase, the Second Supplemental Indenture, dated as of March 31, 2004 (the “Second Supplemental Indenture”), among the Company, JPMorgan Chase Bank (as successor to Chase) and DBTCA and the Third Supplemental Indenture, dated as of March 8, 2011 (the “Third Supplemental Indenture”), among the Company, The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon as successor to Chase) and DBTCA.

In rendering the opinions expressed herein, we have examined (i) the Registration Statement, (ii) the Restated Articles of Incorporation of the Company and all amendments thereto; (iii) the Bylaws of the Company and all amendments thereto; (iv) an executed copy of the Indenture; (v) an executed copy of the Securities; and (vi) resolutions of the board of directors of the Company and the executive committee thereof relating to the offering of the Securities. We have also examined such other documents and instruments and have made such further investigations as we have deemed necessary or appropriate in connection with this opinion.

In expressing the opinions set forth below, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. As to all parties other than the Company, we have assumed the due authorization, execution and delivery of all documents and the validity and enforceability thereof against all parties thereto in accordance with their respective terms.

As to matters of fact (but not as to legal conclusions), to the extent we deemed proper, we have relied on certificates of responsible officers of the Company and of public officials.

Based upon and subject to the foregoing, and having regard for legal considerations which we deem relevant, we are of the opinion that the Securities have been duly authorized and executed by the Company and, when authenticated by the Trustee in the manner provided for in the Indenture and delivered against payment

Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia

and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

Mayer Brown llp

Toyota Motor Credit Corporation

June 18, 2018

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therefor, will be valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally and subject to general principles of equity.

This opinion is limited to matters governed by the Federal laws of the United States of America and the laws of the States of California and New York.

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement or other offering material regarding the Company or the Securities or their offering and sale.

The opinions and statements expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law which may hereafter occur.

We hereby consent to the incorporation by reference of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Mayer Brown LLP

MAYER BROWN LLP

ESB: