Rule 424(b)(2)
Registration No. 333-252342
Pricing Supplement dated December 6, 2022
(To Prospectus dated January 22, 2021 and Prospectus Supplement dated January 25, 2021)
TOYOTA MOTOR CREDIT CORPORATION
Medium-Term Notes, Series B - Floating Rate
Capitalized terms used in this Pricing Supplement that are defined in the accompanying Prospectus Supplement shall have the meanings assigned to them in the accompanying Prospectus Supplement unless otherwise defined herein.
CUSIP: 89236TKM6
Principal Amount (in Specified Currency): $1,500,000,000. TMCC may increase the Principal Amount prior to the Original Issue Date but is not required to do so.
Issue Price: 100.000%
Trade Date: December 6, 2022
Original Issue Date: December 9, 2022
Stated Maturity Date: December 11, 2023
Initial Interest Rate: The initial interest rate will be based on SOFR determined as of December 7, 2022 plus the Spread.
Interest Payment Dates: Each January 11, February 11, March 11, April 11, May 11, June 11, July 11, August 11, September 11, October 11, November 11 and December 11, beginning on January 11, 2023 (long first coupon) and ending on the Stated Maturity Date.
Net Proceeds to Issuer: $1,498,650,000
Agents:
J.P. Morgan Securities LLC (“JPM”)
Toyota Financial Services Securities USA Corporation (“TFSS USA”)
JPM’s Discount or Commission: 0.030%
JPM’s Capacity:
[ ] Agent
[X] Principal
TFSS USA’s Discount or Commission: 0.150%
TFSS USA’s Capacity:
[X] Agent
[ ] Principal
Calculation Agent: Deutsche Bank Trust Company Americas
Interest Calculation:
[X] Regular Floating Rate Note
[ ] Inverse Floating Rate Note:
Fixed Interest Rate:
[ ] Floating Rate/Fixed Rate Note:
Fixed Interest Rate:
Fixed Rate Commencement Date:
[ ] Other Floating Rate Note (See attached Addendum)
Interest Rate Basis:
[ ] CMS Rate
[ ] CMT Rate
[ ] Commercial Paper Rate
[ ] Compounded SOFR
[ ] Eleventh District Cost of Funds Rate
[ ] Federal Funds Rate
[ ] Federal Funds OIS Compound Rate
[ ] LIBOR
[ ] Prime Rate
[X] SOFR
[ ] Treasury Rate
[ ] Other (see attached Addendum)
If CMS:
Designated CMS Maturity Index:
If CMT:
Designated CMT Maturity Index:
Designated CMT Reuters Page:
[ ] FRBCMT
[ ] FEDCMT
If LIBOR:
Designated LIBOR Page:
Index Currency:
If LIBOR or Treasury Rate:
Index Maturity:
Spread (+/-): +0.750%
Spread Multiplier: Not Applicable
Maximum Interest Rate: Not Applicable
Minimum Interest Rate: 0.000%
Initial Interest Reset Date: December 9, 2022
Interest Reset Dates: Each U.S. Government Securities Business Day in the relevant Interest Payment Calculation Period.
Interest Reset Period: Daily; each U.S. Government Securities Business Day
Interest Rate Reset Cutoff Date: Not Applicable
Interest Determination Date: The second U.S. Government Securities Business Day preceding the relevant Interest Reset Date.
Interest Payment Calculation Period: The period from and including one Interest Payment Date to but excluding the immediately following Interest Payment Date, provided that the first Interest Payment Calculation Period shall be from and including the Original Issue Date to but excluding the first Interest Payment Date.
Day Count Convention:
[ ] 30/360
[X] Actual/360
[ ] Actual/Actual
Business Day Convention:
[ ] Following
[X] Modified Following, adjusted
Business Days: New York and U.S. Government Securities Business Day
Redemption: Not Applicable
Redemption Date(s):
Notice of Redemption:
Repayment: Not Applicable
Optional Repayment Date(s):
Repayment Price:
Original Issue Discount: Not Applicable
Specified Currency: U.S. dollars
Minimum Denomination/Minimum Incremental Denomination: $1,000 and $1,000 increments thereafter
If a Reopening Note, check [ ], and specify:
Initial Interest Accrual Date:
The Floating Rate Medium-Term Notes, Series B, due December 11, 2023 (the “Notes”) will be ready for delivery in book-entry form only through The Depository Trust Company, and its direct and indirect participants, including Euroclear Bank SA/NV and Clearstream Banking, S.A., on or about December 9, 2022.
ADDITIONAL TERMS OF THE NOTES
Plan of Distribution
Under the terms and subject to the conditions of the Eighth Amended and Restated Distribution Agreement (the “Distribution Agreement”), dated January 25, 2021, between TMCC and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., JPM, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, SG Americas Securities, LLC and TFSS USA, JPM, acting as principal, has agreed to purchase and TMCC has agreed to sell to JPM $750,000,000 in principal amount of the Notes (the “JPM Notes”) at 99.970% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.030% of such principal amount. Under the terms and conditions set forth in the Distribution Agreement, JPM is committed to take and pay for all of the JPM Notes offered hereby, if any is taken.
Under the terms and subject to the conditions set forth in the Distribution Agreement, TMCC is hereby offering $750,000,000 in principal amount of the Notes through TFSS USA, acting as agent (the “TFSS USA Notes”), at 99.850% of such principal amount, reflecting a discount or commission from the Issue Price equal to 0.150% of such principal amount. TFSS USA has agreed to use its reasonable efforts to solicit offers to purchase the TFSS USA Notes.
LEGAL MATTERS
In the opinion of the General Counsel of TMCC, when the Notes offered by this Pricing Supplement and related Prospectus have been executed and issued by TMCC and authenticated by the trustee pursuant to the Indenture, dated as of August 1, 1991, between TMCC and The Bank of New York Mellon Trust Company, N.A. (“BONY”), as trustee, as amended and supplemented by the First Supplemental Indenture, dated as of October 1, 1991, among TMCC, BONY and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) (“DBTCA”), as trustee, the Second Supplemental Indenture, dated as of March 31, 2004, among TMCC, BONY and DBTCA, and the Third Supplemental Indenture, dated as of March 8, 2011, among TMCC, BONY and DBTCA (collectively, and as the same may be further amended, restated or supplemented, the “Indenture”), and delivered against payment as contemplated herein, such Notes will be legally valid and binding obligations of TMCC, enforceable against TMCC in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding at law or in equity. This opinion is given as of the date hereof and is limited to the present laws of the State of California and the State of New York. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the Indenture and its authentication of the Notes and the enforceability of the Indenture with respect to the trustee and other matters, all as stated in the letter of such counsel dated January 22, 2021 and filed as Exhibit 5.1 to TMCC’s Registration Statement on Form S-3 (File No. 333-252342) filed with the Securities and Exchange Commission on January 22, 2021.
Exhibit 107.1
Calculation of Filing Fee Tables
Form 424(b)(2)
(Form Type)
Toyota Motor Credit Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities and Carry Forward Securities
| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
| Newly Registered Securities | ||||||||||||
| Fees to be Paid | Other | Floating Rate Notes due 2023 | 457(r) | $1,500,000,000 | 100.000% | $1,500,000,000 | .0001102 | $165,300 | ||||
| Fees Previously Paid | — | — | — | — | — | — | — | |||||
| Carry Forward Securities | ||||||||||||
|
Carry Forward Securities
|
— | — | — | — | — | — | — | — | — | |||
| Total Offering Amounts | $1,500,000,000 | $165,300 | ||||||||||
| Total Fees Previously Paid | — | |||||||||||
| Total Fee Offsets | — | |||||||||||
| Net Fee Due | $165,300 | |||||||||||