Filed pursuant to
Rule 433
Registration Number 333-132201
Offering Summary
(Related to the Pricing Supplement
Subject to Completion, Dated January 4, 2007)
Toyota
Motor Credit Corporation
Principal-Protected Base Metals Basket Notes Due
2010
Medium-Term Notes, Series B
Toyota
Motor Credit Corporation (TMCC) has filed a registration statement (including
a prospectus, a prospectus supplement and a preliminary pricing supplement)
with the Securities and Exchange Commission (SEC) for the offering to which
this communication relates. Before you invest, you should read the prospectus,
the prospectus supplement and the preliminary pricing supplement (File No. 333-132201)
and the other documents TMCC has filed with the SEC for more complete
information about TMCC and this offering. You may get these documents for free
by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you can
request the prospectus, the prospectus supplement and the preliminary pricing
supplement by calling Citigroup toll-free at 1-877-858-5407.
Investment Products
|
|
Not FDIC Insured
|
|
May Lose
Value
|
|
No Bank Guarantee
|
Citigroup
January 4, 2007
Principal-Protected Base Metals Basket Notes Due
2010
This Offering
Summary represents a summary of the terms and conditions of the Notes.
HOW THE NOTES WORK
The Principal-Protected Base Metals Basket Notes
Due 2010 (the Notes) are hybrid investments that combine characteristics of
commodity and fixed income instruments. Similar to a fixed income investment,
these Notes offer investors the safety of 100% principal protection if held to
Maturity. However, instead of paying a periodic fixed or floating rate of
interest, the return on these Notes is paid at Maturity and, as specified in
greater detail below, is based on the percentage change over the term of the
Notes of an equally weighted basket of the following three base metals:
aluminum, copper and zinc (each a Component Commodity, and collectively, the Component
Commodities). This type of investment allows investors to participate in the
appreciation potential of the Component Commodities without risking their
initial investment. The Notes do not offer current income, which means that you
will not receive any periodic interest or other payments on the Notes prior to
Maturity.
The Notes are commodity linked securities issued by
TMCC that have a maturity of approximately three years. At Maturity, you will
receive, for each Note you then hold, an amount in cash equal to the sum of the
Principal Amount of the Notes plus a Return Amount. If the Principal Amount
multiplied by 125% of the Basket Return is equal to or less than 3% of the
Principal Amount, the Return Amount will equal 3% (1% per annum) of the
Principal Amount, or $30 per $1,000 in Principal Amount of the Notes.
Otherwise, the Return Amount will equal the Principal Amount multiplied by 125%
of the Basket Return; provided that
the Return Amount may not exceed a maximum amount to be determined on the
Pricing Date, which amount we currently expect to be no more than between 60%
and 65% of the Principal Amount. Because the Notes are principal protected, the
payment you receive at Maturity will not be less than 103% of the Principal
Amount you hold in the Notes, even though the amount payable to you at Maturity
is dependent on the Basket Return.
These Notes may be
an appropriate investment for the following types of investors:
· Investors
looking for exposure to commodity investments on a principal-protected
basis but who are willing to forego current income.
· Investors
expecting an appreciation of the cash price of the Component Commodities during
the next three years at a rate better than a fixed income instrument of
comparable rating and term, up to a maximum Return Amount which may not exceed
a maximum amount to be determined on the Pricing Date (which amount we
currently expect to be no more than between 60% and 65% of the Principal
Amount).
· Investors
who seek to add a commodity linked investment to their portfolio for
diversification purposes.
These Notes are not a suitable investment for
investors who require regular fixed income payments since no payments will be
made prior to Maturity.
The Notes are a series of unsecured senior debt
securities issued by TMCC. The Notes will rank equally with all other unsecured
and unsubordinated debt of TMCC.
Capitalized terms used in
this Offering Summary are defined in Preliminary Terms on the following page.
2
PRELIMINARY
TERMS
Issuer:
|
|
Toyota Motor Credit Corporation (TMCC)
|
Rating of the Issuers Senior
Debt:
|
|
Aaa (Stable Outlook) /AAA (Stable Outlook)
(Moodys/S&P)
|
Ranking:
|
|
The Notes will be
unsecured general obligations of TMCC and will rank equally with its other
unsecured and unsubordinated indebtedness from time to time outstanding
|
Principal
Protection:
|
|
100% if held on the
Stated Maturity Date
|
Security:
|
|
Principal-Protected
Base Metals Basket Notes Due 2010
|
Pricing
Date:
|
|
January ,
2007
|
Issue
Date:
|
|
Three to ten business
days after the Pricing Date
|
Valuation
Date:
|
|
Two business days before
the Stated Maturity Date, unless such day is not a trading day, in which case
the Valuation Date will be the trading day immediately preceding such day
|
Stated
Maturity Date:
|
|
Approximately three
years after the Issue Date
|
Basket:
|
|
Equally weighted (by
unit price per ton) basket of the following three base metals: aluminum,
copper and zinc
|
Interest:
|
|
None; there will be a
minimum Return Amount at Maturity
|
Issue
Price:
|
|
100.00% of the Principal
Amount
|
Payment
at Maturity:
|
|
For each $1,000 note,
$1,000 plus a Return Amount
|
Return
Amount:
|
|
The greater of
(i) the Principal Amount multiplied by 125% of the Basket Return and
(ii) 3% of the Principal Amount; provided that
the Return Amount may not exceed a maximum amount to be determined on the
Pricing Date, which amount TMCC currently expects to be no more than between
60% and 65% of the Principal Amount
|
Basket
Return:
|
|
1
|
(
|
Aluminum
(Final)
|
+
|
Copper
(Final)
|
+
|
Zinc
(Final)
|
)
|
|
1
|
|
|
3
|
Aluminum
(Initial)
|
Copper
(Initial)
|
Zinc
(Initial)
|
|
|
Aluminum (Final) is
the U.S. dollar closing cash price per ton of high grade primary aluminum on
the London Metals Exchange (the LME) on the Valuation Date as quoted on
Reuters page SETTMAL01
|
|
|
Aluminum (Initial) is
the U.S. dollar closing cash price per ton of high grade primary aluminum on
the LME on the Pricing Date as quoted on Reuters page SETTMAL01
|
|
|
Copper (Final) is the
U.S. dollar closing cash price per ton of copperGrade A on the LME on the
Valuation Date as quoted on Reuters page SETTMCU01
|
|
|
Copper (Initial) is
the U.S. dollar closing cash price per ton of copperGrade A on the LME on
the Pricing Date as quoted on Reuters page SETTMCU01
|
|
|
Zinc (Final) is the
U.S. dollar closing cash price per ton of special high grade zinc on the LME
on the Valuation Date as quoted on Reuters page SETTMZN01
|
3
|
|
Zinc (Initial) is the
U.S. dollar closing cash price per ton of special high grade zinc on the LME
on the Pricing Date as quoted on Reuters page SETTMZN01
|
Initial
Price:
|
|
The initial price of a
Component Commodity is the U.S. dollar closing cash price per ton of such
Component Commodity on the LME on the Pricing Date as quoted on the relevant
Reuters page for such Component Commodity
|
Final
Price:
|
|
The final price of a
Component Commodity is the U.S. dollar closing cash price per ton of such
Component Commodity on the LME on the Valuation Date as quoted on the
relevant Reuters page for such Component Commodity
|
Denominations:
|
|
Minimum denominations
and increments of US$1,000
|
Calculation
Agent:
|
|
Citibank, N.A.
|
4
Benefits
of the Notes
· Appreciation
Potential
The Return Amount
payable at Maturity is based on the percentage change of the Basket from the
Pricing Date to the Valuation Date, enabling you to participate in the
potential increase in the value of the Basket during the term of the Notes
without directly investing in the Component Commodities comprising the Basket.
However, the Return Amount may not exceed a maximum amount to be determined on
the Pricing Date, which amount TMCC currently expects to be no more than
between 60% and 65% of the Principal Amount.
· Capital
Preservation
On the Stated
Maturity Date, TMCC will pay you at least $1,030 per each $1,000 in Principal
Amount of the Notes you then hold regardless of the performance of the Basket.
· Relative
Stability
The Notes may be a less
volatile investment than a direct investment in the Component Commodities
comprising the Basket because the Notes provide principal protection at
Maturity and a minimum 3% return (1% per annum) regardless of the performance
of the Basket.
Key
Risk Factors for the Notes
· The
Notes May Not Pay More Than 103% of the Principal Amount at Maturity, and the
Principal Amount is Protected Only If a Holder Holds Its Notes to Maturity
If the product of the Principal Amount and 125% of the
Basket Return is equal to or less than 3% of the Principal Amount, TMCC will
pay only $1,030 for each $1,000 in Principal Amount of Notes held at Maturity.
A holder of the
Notes will receive at least the Principal Amount of the Notes plus at least 3%
(1% per annum) of the Principal Amount if it holds the Notes to Maturity,
subject to the ability of TMCC to pay its obligations. If a holder sells its
Notes in the secondary market prior to Maturity, it will not receive principal
protection on the portion of the Notes sold.
· The
Return Amount Is Limited
Because the Return
Amount may not exceed a maximum amount to be determined on the Pricing Date
(which amount TMCC currently expects to be no more than between 60% and 65% of
the Principal Amount), there will be a limit on the Return Amount a holder of
the Notes will receive at Maturity despite the performance of the Basket Return
over the term of the Notes.
· Many
Interrelated Factors Affect the Trading of the Notes and the Effect of Any One
Factor May Offset or Magnify the Effect of Another
The trading value
of the Notes will be affected by factors that interrelate in complex ways. The
effect of one factor may offset the increase in the trading value of the Notes
caused by another factor and the effect of one factor may exacerbate the
decrease in the trading value of the Notes caused by another factor. For
example, an increase in United States interest rates may offset some or all of
any increase in the trading value of the Notes attributable to another factor,
such as an increase in the prices of the Component Commodities. The following
factors, among other factors, may affect the trading value of the notes:
· the
prices of the Component Commodities
· changes
in the levels of interest rates
· changes
in the volatility of the Component Commodities
5
· the
time remaining to the Stated Maturity Date of the Notes and the decrease in the
time premium associated with the Notes
· changes
in the credit ratings of TMCC
· changes
in correlation among the prices of the Component Commodities
· The
Basket Is Not Diversified and May Be Subject to Greater Volatility Than a
Broadly Diversified Basket, Which May Adversely Affect the Market Price of the
Notes
Because the Notes
are linked to a Basket comprised of only three Component Commodities, the
Basket will be less diversified than other funds or investment portfolios that
invest in a broad range of commodities and, therefore, could experience greater
volatility. An investment in the Notes may therefore carry risks similar to a
concentrated investment in a limited number of commodities.
· Secondary
Market, if Any, May Not be Liquid
The Notes will not be listed on any exchange. There is
currently no secondary market for the Notes. Citigroup Global Markets Inc.
currently intends, but is not obligated, to make a market in the Notes. Even if
a secondary market does develop, it may not be liquid and may not continue for
the term of the Notes.
· Resale
Value of the Notes May Be Lower Than Your Initial Investment
Due to, among other things, changes in the prices of
the Component Commodities, interest rates and TMCCs perceived
creditworthiness, the Notes may trade at prices below their initial issue
price. You could receive substantially less than the amount of your investment
if you sell your Notes prior to Maturity.
· TMCC
Credit Risk
The Notes are subject to the credit risk of TMCC for
all payments due on the Notes.
· The
Notes Will Be Treated as Contingent Payment Debt Instruments for U.S. Federal
Income Tax Purposes
For U.S. federal income
tax purposes, the Notes will be treated as contingent payment debt
instruments. As a result, regardless of your method of accounting, you
generally will be required to recognize interest income in each year on a
constant yield to maturity basis at the comparable yield, as determined by
us, although we will not make any payments with respect to the Notes until
Maturity. Generally, gain recognized on a sale or exchange of a Note (including
at Maturity) will be treated as ordinary income while any loss will be treated
as an ordinary loss to the extent of all previous inclusions with respect to
the Notes, with the balance treated as capital loss. Losses may be subject to
certain limitations and special reporting requirements. Investors
are urged to consult their own tax advisors regarding all aspects of the U.S.
federal income tax consequences of investing in the Notes as well as any tax
consequences arising under the laws of any state, local or foreign taxing
jurisdiction.
6
Basket
The Basket is an equally weighted (by unit price per
ton) basket of the following three base metals: aluminum, copper and zinc. The
closing cash prices of the Component Commodities are determined by reference to
the prices of the Component Commodities for cash delivery on the LME.
Historical Final
Prices of the Component Commodities
The Basket was created solely for purposes of the
offering of the Notes and will be used solely to determine the Basket Return
and the related Return Amount for the Notes. The Basket Return does not reflect
all markets for the Component Commodities. Closing cash prices of the Component
Commodities have fluctuated in the past and may, in the future, experience
significant fluctuations. TMCC cannot make any assurance that the future market
prices of the Component Commodities will result in holders of the Notes
receiving a Return Amount greater than 3% (1% per annum) of the Principal
Amount of their Notes on the Stated Maturity Date. TMCC does not make any
representation to holders of the Notes as to the performance of the Basket or
the Component Commodities.
The following tables set
forth the high and low closing cash prices (USD/ton) of the Component
Commodities for each quarter from January 1, 2001 through December 31, 2006, as
quoted on Reuters. On January 2, 2007, the closing cash prices of aluminum,
copper and zinc were $2,830.00, $6,201.00 and $4,259.00, respectively. Past
movements of the Component Commodities are not indicative of future closing
cash prices. TMCC has not independently verified the closing cash prices set
forth in the tables below. The actual prices of the Component Commodities at or
near the Valuation Date may bear little relation to the historical prices shown
below.
7
Quarterly
High and Low Prices of Aluminum (USD/ton)
|
|
High
|
|
Low
|
|
2001
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
$
|
1,737.00
|
|
$
|
1,469.00
|
|
Second
|
|
1,593.00
|
|
1,437.00
|
|
Third
|
|
1,452.50
|
|
1,319.50
|
|
Fourth
|
|
1,430.00
|
|
1,243.00
|
|
2002
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
1,438.00
|
|
1,313.00
|
|
Second
|
|
1,398.00
|
|
1,318.00
|
|
Third
|
|
1,370.00
|
|
1,279.00
|
|
Fourth
|
|
1,399.00
|
|
1,275.50
|
|
2003
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
1,459.00
|
|
1,340.50
|
|
Second
|
|
1,440.50
|
|
1,314.50
|
|
Third
|
|
1,505.00
|
|
1,378.00
|
|
Fourth
|
|
1,592.50
|
|
1,415.00
|
|
2004
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
1,754.00
|
|
1,578.50
|
|
Second
|
|
1,826.00
|
|
1,575.00
|
|
Third
|
|
1,812.00
|
|
1,647.00
|
|
Fourth
|
|
1,964.00
|
|
1,748.00
|
|
2005
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
2,031.50
|
|
1,809.00
|
|
Second
|
|
1,991.00
|
|
1,694.00
|
|
Third
|
|
1,909.00
|
|
1,675.00
|
|
Fourth
|
|
2,289.00
|
|
1,831.00
|
|
2006
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
2,634.00
|
|
2,267.00
|
|
Second
|
|
3,275.00
|
|
2,397.50
|
|
Third
|
|
2,614.00
|
|
2,367.50
|
|
Fourth
|
|
2,886.00
|
|
2,480.00
|
|
|
|
|
|
|
|
|
|
8
Quarterly
High and Low Prices of Copper (USD/ton)
|
|
High
|
|
Low
|
|
2001
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
$
|
1,837.00
|
|
$
|
1,664.00
|
|
Second
|
|
1,729.00
|
|
1,550.00
|
|
Third
|
|
1,572.00
|
|
1,402.50
|
|
Fourth
|
|
1,540.50
|
|
1,319.00
|
|
2002
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
1,650.50
|
|
1,421.00
|
|
Second
|
|
1,689.50
|
|
1,551.00
|
|
Third
|
|
1,667.50
|
|
1,434.50
|
|
Fourth
|
|
1,649.50
|
|
1,429.00
|
|
2003
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
1,728.00
|
|
1,544.50
|
|
Second
|
|
1,711.50
|
|
1,564.00
|
|
Third
|
|
1,824.50
|
|
1,638.00
|
|
Fourth
|
|
2,321.00
|
|
1,790.50
|
|
2004
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
3,105.50
|
|
2,337.00
|
|
Second
|
|
3,170.00
|
|
2,554.00
|
|
Third
|
|
3,066.00
|
|
2,700.00
|
|
Fourth
|
|
3,287.00
|
|
2,835.00
|
|
2005
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
3,424.50
|
|
3,072.00
|
|
Second
|
|
3,670.00
|
|
3,113.00
|
|
Third
|
|
3,978.00
|
|
3,444.00
|
|
Fourth
|
|
4,650.00
|
|
3,905.00
|
|
2006
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
5,527.50
|
|
4,537.00
|
|
Second
|
|
8,788.00
|
|
5,561.00
|
|
Third
|
|
8,233.00
|
|
7,230.00
|
|
Fourth
|
|
7,740.00
|
|
6,290.00
|
|
|
|
|
|
|
|
|
|
9
Quarterly
High and Low Prices of Zinc (USD/ton)
|
|
High
|
|
Low
|
|
2001
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
$
|
1,053.00
|
|
$
|
976.00
|
|
Second
|
|
987.50
|
|
869.00
|
|
Third
|
|
868.50
|
|
767.00
|
|
Fourth
|
|
810.50
|
|
732.50
|
|
2002
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
842.50
|
|
759.00
|
|
Second
|
|
829.00
|
|
745.50
|
|
Third
|
|
829.00
|
|
725.50
|
|
Fourth
|
|
823.50
|
|
737.50
|
|
2003
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
810.50
|
|
755.00
|
|
Second
|
|
809.00
|
|
741.00
|
|
Third
|
|
863.00
|
|
781.00
|
|
Fourth
|
|
1,008.00
|
|
834.00
|
|
2004
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
1,155.50
|
|
1,002.00
|
|
Second
|
|
1,125.00
|
|
967.00
|
|
Third
|
|
1,023.00
|
|
943.00
|
|
Fourth
|
|
1,270.00
|
|
1,004.50
|
|
2005
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
1,430.00
|
|
1,197.50
|
|
Second
|
|
1,365.50
|
|
1,216.00
|
|
Third
|
|
1,439.00
|
|
1,165.00
|
|
Fourth
|
|
1,915.00
|
|
1,405.00
|
|
2006
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
First
|
|
2,690.50
|
|
1,912.00
|
|
Second
|
|
3,990.00
|
|
2,710.00
|
|
Third
|
|
3,671.50
|
|
3,125.50
|
|
Fourth
|
|
4,619.50
|
|
3,369.50
|
|
|
|
|
|
|
|
|
|
10
The following graphs set
forth the daily closing cash prices of the Component Commodities from January 2001
through December 2006. The historical closing cash prices of the Component
Commodities should not be taken as an indication of future closing cash prices
or the value of the Notes. TMCC obtained the closing cash prices used to
compile the graph from Reuters, without independent verification.
11
EXAMPLES OF
HYPOTHETICAL PAYMENT AT MATURITY
The table below
presents examples of the Payment at Maturity of the Notes on a hypothetical
investment of $1,000 in Principal Amount of the Notes under various scenarios
based on various hypothetical Final Prices for each Component Commodity. The
table is based on the following assumptions:
· Principal
Amount: $1,000
· Initial Price of each
Component Commodity on the Pricing Date:
Aluminum:
|
|
$
|
2,800
|
|
Copper:
|
|
$
|
6,900
|
|
Zinc:
|
|
$
|
4,300
|
|
· The
Notes are purchased at their initial sale to the public and held to Maturity.
· The
maximum Return Amount per Note is 62.5% of the Principal Amount.
Because the Return Amount per Note will be at least 3%
(1% per annum) of the Principal Amount, TMCC will pay at Maturity at least
$1,030 per $1,000 in Principal Amount of the Notes. As the maximum Return
Amount per Note is assumed to be 62.5% of the Principal Amount, payment at
Maturity will be no greater than $1,625 per $1,000 in Principal Amount of the
Notes.
12
The
following table is for purposes of illustration only and would provide
different results if different assumptions were applied. The actual Payment at
Maturity will depend on the actual Initial Price and Final Price of each
Component Commodity and the actual maximum Return Amount.
Hypothetical Final Price
|
|
Hypothetical
|
|
125% of
Hypothetical
|
|
Hypothetical
Return Amount
|
|
Aluminum
|
|
Copper
|
|
Zinc
|
|
Basket Return
|
|
Basket Return
|
|
(per $1,000 Notes)
|
|
|
$
|
2,000.64
|
|
|
$
|
2,003.19
|
|
$
|
2,000.22
|
|
|
-51.0000
|
%
|
|
|
-63.7500
|
%
|
|
|
$
|
30.00
|
|
|
|
2,809.64
|
|
|
4,393.19
|
|
3,310.22
|
|
|
-19.6681
|
|
|
|
-24.5851
|
|
|
|
30.00
|
|
|
|
3,588.70
|
|
|
3,889.04
|
|
2,499.77
|
|
|
-19.1117
|
|
|
|
-23.8896
|
|
|
|
30.00
|
|
|
|
2,076.38
|
|
|
4,844.31
|
|
4,806.35
|
|
|
-14.6201
|
|
|
|
-18.2752
|
|
|
|
30.00
|
|
|
|
2,608.11
|
|
|
4,738.69
|
|
4,075.27
|
|
|
-14.4677
|
|
|
|
-18.0846
|
|
|
|
30.00
|
|
|
|
3,335.06
|
|
|
3,730.91
|
|
4,001.54
|
|
|
-11.2535
|
|
|
|
-14.0669
|
|
|
|
30.00
|
|
|
|
2,910.00
|
|
|
7,010.00
|
|
4,303.00
|
|
|
1.8642
|
|
|
|
2.3303
|
|
|
|
30.00
|
|
|
|
2,232.97
|
|
|
8,998.03
|
|
4,111.00
|
|
|
1.9200
|
|
|
|
2.4000
|
|
|
|
30.00
|
|
|
|
2,422.96
|
|
|
9,040.03
|
|
4,109.53
|
|
|
4.3733
|
|
|
|
5.4666
|
|
|
|
68.33
|
|
|
|
2,462.91
|
|
|
6,604.08
|
|
5,864.22
|
|
|
6.6832
|
|
|
|
8.3540
|
|
|
|
104.42
|
|
|
|
1,586.39
|
|
|
10,141.36
|
|
6,298.40
|
|
|
16.7024
|
|
|
|
20.8781
|
|
|
|
260.98
|
|
|
|
3,912.07
|
|
|
9,111.31
|
|
3,438.38
|
|
|
17.2424
|
|
|
|
21.5530
|
|
|
|
269.41
|
|
|
|
3,564.27
|
|
|
8,522.38
|
|
5,809.00
|
|
|
28.6337
|
|
|
|
35.7922
|
|
|
|
447.40
|
|
|
|
4,524.10
|
|
|
10,246.62
|
|
6,242.33
|
|
|
51.7490
|
|
|
|
64.6863
|
|
|
|
625.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The actual prices of the
Component Commodities on the Pricing Date and the Valuation Date may bear
little relation to the hypothetical prices shown above.
UNITED STATES
FEDERAL INCOME TAXATION
The Notes will be treated as contingent payment debt
instruments for U.S. federal income tax purposes, as described in the section
of the preliminary pricing supplement related to this offering called United
States Federal Income Taxation. Under this treatment, a U.S. taxable investor
will generally be subject to annual income tax based on the comparable yield
(as defined in the pricing supplement) even though there will be no payments on
the Notes prior to Maturity. In addition, any gain recognized by U.S. taxable
investors on the sale or exchange of the Notes (including a redemption of the
Notes at Maturity) generally will be treated as ordinary income. Please read
carefully the section of the preliminary pricing supplement related to this
offering called United States Federal Income Taxation.
Non-U.S. investors should read the section of the
preliminary pricing supplement related to this offering called United States
Federal Income TaxationTax Consequences to Non-U.S. Holders.
Holders are urged to consult with their own tax
advisors regarding all aspects of the U.S. federal income tax consequences of
investing in the Notes as well as any tax consequences arising under the laws
of any state, local or foreign taxing jurisdiction.
CREDIT RATINGS
As of January 1,
2007, the ratings and outlook established by Moodys Investment Service, Inc.
and Standard & Poors Ratings Group, a division of The McGraw-Hill
Companies, Inc., for TMCCs senior debt were Aaa and Outlook Stable,
and AAA and Outlook Stable, respectively. Credit ratings are not
recommendations to buy, sell or hold securities and are subject to revision or
withdrawal at any time by the assigning nationally recognized statistical
rating organization (NRSRO). Real or anticipated changes in the credit
ratings will generally affect the market value of your Notes. The credit
ratings, however, do not reflect the potential impact of risks related to
structure, market or other factors discussed above on the
13
value of
your Notes. Each NRSRO may have different criteria for evaluating risk, and
therefore ratings should be evaluated independently for each NRSRO.
ADDITIONAL
CONSIDERATIONS
If the closing cash price for any Component Commodity
is not available on the relevant Reuters page specified in the preliminary
pricing supplement related to this offering, or on any substitute page thereto,
the Calculation Agent may determine the closing cash price for each such
Component Commodity in accordance with the procedures set forth in the
preliminary pricing supplement related to this offering. You should refer to
the section ADDITIONAL TERMS OF THE NOTES in the preliminary pricing
supplement related to this offering for more information.
Client accounts over which Citigroup Global Markets
Inc. or its affiliates have investment discretion or otherwise act as fiduciary
are not permitted to purchase the Notes, either directly or indirectly. This
includes employee benefit plans that are subject to ERISA, individual retirement
accounts and every other client account over which Citigroup Global Markets
Inc. or its affiliates have investment discretion or act as fiduciary.
14