Obligation Toyoda Motor Finance 0% ( US89236TGS87 ) en USD

Toyoda Motor Finance

100 % ⇌

Etas-Unis

US89236TGS87 ( en USD )

13/08/2021 - Obligation échue

Prospectus brochure de l'obligation Toyota Motor Credit US89236TGS87 en USD 0%, échue

2 000 USD

1 100 000 000 USD

89236TGS8

N/A

Toyota Motor Credit Corporation (TMCC) est une société financière américaine qui offre des services de financement automobile aux consommateurs et aux concessionnaires Toyota et Lexus.

L'Obligation émise par Toyoda Motor Finance ( Etas-Unis ) , en USD, avec le code ISIN US89236TGS87, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/08/2021

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424B2 1 dp121287_424b2-mtnps.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of each class of
Proposed maximum
Amount of
securities offered
aggregate offering price
registration fee
Floating Rate Medium-Term Notes, Series B due August 13,
$1,100,000,000
$142,780.00
2021
1.800% Medium-Term Notes, Series B due February 13,
$649,564,500
$84,313.47
2025
2.150% Medium-Term Notes, Series B due February 13,
$746,917,500
$96,949.89
2030

This filing is made pursuant to Rule 424(b)(2)
under the Securities Act of 1933 in connection
with Registration No. 333-222676.
PRICING SUPPLEMENT
(To Prospectus dated January 24, 2018 and
Prospectus Supplement dated January 25, 2018)

$2,500,000,000
$1,100,000,000 Floating Rate Medium-Term Notes, Series B due August 13, 2021
$650,000,000 1.800% Medium-Term Notes, Series B due February 13, 2025
$750,000,000 2.150% Medium-Term Notes, Series B due February 13, 2030

We are offering (i) $1,100,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series B due August 13,
2021 (the "2021 Floating Rate Notes"), (ii) $650,000,000 aggregate principal amount of 1.800% Medium-Term Notes, Series B due
February 13, 2025 (the "2025 Fixed Rate Notes") and (iii) $750,000,000 aggregate principal amount of 2.150% Medium-Term Notes,
Series B due February 13, 2030 (the "2030 Fixed Rate Notes" and, together with the 2025 Fixed Rate Notes and the 2021 Floating Rate
Notes, the "Notes"). The Notes will be our general unsecured obligations and will rank equally with all of our existing and future
unsecured and unsubordinated indebtedness. We will pay interest on the 2021 Floating Rate Notes on February 13, May 13, August 13
and November 13 of each year and on the maturity date. We will pay interest on the 2025 Fixed Rate Notes on February 13 and August
13 of each year and on the maturity date. We will pay interest on the 2030 Fixed Rate Notes on February 13 and August 13 of each
year and on the maturity date. The first such payment on the 2021 Floating Rate Notes will be on May 13, 2020, the first such payment
on the 2025 Fixed Rate Notes will be on August 13, 2020 and the first such payment on the 2030 Fixed Rate Notes will be on August
13, 2020. We may redeem some or all of the 2025 Fixed Rate Notes and the 2030 Fixed Rate Notes at any time at our option at the
applicable redemption prices set forth in this pricing supplement under "Description of the Notes--Optional Redemption." The 2021
Floating Rate Notes will not be redeemable before their maturity.

Investing in the Notes involves a number of risks. See the risks described in "Risk Factors" on page PS-1 of this
pricing supplement and S-3 of the accompanying prospectus supplement.

2021 Floating Rate Notes
2025 Fixed Rate Notes
2030 Fixed Rate Notes

Per Note
Total
Per Note
Total
Per Note
Total
Public offering price(1)
100.000% $1,100,000,000
99.933% $649,564,500
99.589% $746,917,500
Underwriting discount
0.125%
$1,375,000
0.350%
$2,275,000
0.450%
$3,375,000
Proceeds, before expenses, to the Company
99.875% $1,098,625,000
99.583% $647,289,500
99.139% $743,542,500
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(1) Plus accrued interest, if any, from February 13, 2020, if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved
these securities, or determined if this pricing supplement or the accompanying prospectus supplement and prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

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 February 13, 2020.

Joint Book-Running Managers

BNP PARIBAS
Citigroup
Credit Agricole CIB
J.P. Morgan
Mizuho Securities

Co-Managers
Bradesco BBI

CastleOak Securities, L.P.

CIBC Capital Markets

Lloyds Securities

R. Seelaus & Co., LLC

RBC Capital Markets

SOCIETE
GENERALE

The date of this pricing supplement is February 10, 2020.

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We have not, and the underwriters have not, authorized any person to provide you any information other than that
contained or incorporated by reference in this pricing supplement, the accompanying prospectus supplement and the
accompanying prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to, any other
information that others may give you. We are not, and the underwriters are not, making an offer to sell the Notes in any
jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this pricing
supplement or the accompanying prospectus supplement and prospectus is accurate as of any date other than the date on the
front of this pricing supplement.

Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore ("SFA") - The
notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations
2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products
and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

IMPORTANT - EEA AND U.K. RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic
Area ("EEA") or in the United Kingdom ("U.K."). For these purposes, a retail investor means a person who is one (or more) of
the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii)
a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes
or otherwise making them available to retail investors in the EEA or in the U.K. has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA or in the U.K. may be unlawful under
the PRIIPS Regulation. This pricing supplement and the accompanying prospectus supplement and prospectus have been
prepared on the basis that any offer of the Notes in any Member State of the EEA or in the U.K. will be made pursuant to an
exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of the Notes. Neither this
pricing supplement nor the accompanying prospectus supplement and prospectus is a prospectus for the purposes of the
Prospectus Directive.

TABLE OF CONTENTS
Pricing Supplement

Page

Risk Factors
PS-1
Use of Proceeds
PS-3
Description of the Notes
PS-4
United States Federal Taxation
PS-8
Underwriting
PS-9
Legal Matters
PS-12

Prospectus Supplement

Forward-Looking Statements
S-1
Risk Factors
S-3
Description of the Notes
S-9
Use of Proceeds
S-33
Ratio of Earnings to Fixed Charges
S-33
United States Federal Taxation
S-34
Plan of Distribution (Conflicts of Interest)
S-49
Validity of the Notes
S-54

Prospectus

About this Prospectus
1
Risk Factors
1
Where You Can Find More Information
1
Incorporation of Information Filed with the SEC
1
Forward-Looking Statements
2
Toyota Motor Credit Corporation
3
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Description of Debt Securities
3
Legal Matters
10
Experts
10

In this pricing supplement, the "Company," "TMCC," "we," "us" and "our" refer specifically to Toyota Motor Credit
Corporation. TMCC is the issuer of all of the Notes offered under this pricing supplement. Capitalized terms used in this
pricing supplement which are not defined in this pricing supplement and are defined in the accompanying prospectus
supplement shall have the meanings assigned to them in the accompanying prospectus supplement.

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RISK FACTORS

Your investment in the Notes involves risks. You should consult with your own financial and legal advisers as to the risks involved
in an investment in the Notes and to determine whether the Notes are a suitable investment for you. The Notes may not be a suitable
investment for you if you are unsophisticated about debt securities. You should carefully consider the risk factors discussed below and
the risks described under "Risk Factors" starting on page S-3 of the accompanying prospectus supplement and in the documents
incorporated by reference into the accompanying prospectus, as well as the other information contained or incorporated by reference
in this pricing supplement or the accompanying prospectus or prospectus supplement, before investing in the Notes.

The 2030 Fixed Rate Notes may not be suitable for the specific investment criteria of an investor

We intend to use the proceeds for the 2030 Fixed Rate Notes for specific green projects. No joint book-running manager or
co-manager is responsible for assessing or verifying whether or not the specified green projects meet the prescribed eligibility criteria
or for the monitoring of the use of proceeds. Prospective investors must determine for themselves the relevance of the information in
this pricing supplement and the accompanying prospectus and prospectus supplement for the purpose of any investment in the 2030
Fixed Rate Notes together with any other investigation such investor deems necessary. In particular, no assurance is given by us or any
joint book-running manager or co-manager that the use of such proceeds will satisfy, whether in whole or in part, any present or future
investor expectations or requirements as regards to any investment criteria or guidelines with which such investor or its investments are
required to comply, whether by any present or future applicable law or regulations or by its own by-laws or other governing rules or
investment portfolio mandates, in particular with regard to any direct or indirect environmental, sustainability or social impact of any
projects or uses, the subject of or related to, any specified green projects. Furthermore, there is currently no clear definition (legal,
regulatory or otherwise) of, nor market consensus as to which precise attributes are required for a particular project to be defined as
"green" or "sustainable", and therefore no assurance can be provided to potential investors that the use of proceeds specified in this
pricing supplement will meet an investor's expectations regarding environmental performance and/or sustainability performance or
continue to meet the relevant eligibility criteria.

No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any opinion or
certification of any third party (whether or not solicited by us) which may be made available in connection with the issue of the 2030
Fixed Rate Notes and, in particular, with any specified green projects to fulfill any environmental, sustainability, social and/or other
criteria. For the avoidance of doubt, any such opinion or certification is not, nor shall be deemed to be, incorporated in and/or form part
of this pricing supplement or the accompanying prospectus or prospectus supplement. Any such opinion or certification is not, nor
should be deemed to be, a recommendation by us or any other person to buy, sell or hold the 2030 Fixed Rate Notes. Any such opinion
or certification is only current as of the date that opinion was initially issued. Prospective investors must determine for themselves the
relevance of any such opinion or certification and/or the information contained therein and/or the provider of such opinion or
certification for the purpose of any investment in the 2030 Fixed Rate Notes.

We do not intend to apply to list the 2030 Fixed Rate Notes on any securities exchange or include the 2030 Fixed Rate Notes
in any automated quotation system. However, in the event that the 2030 Fixed Rate Notes are listed or admitted to trading on any
dedicated "green", "environmental", "sustainable" or other equivalently-labelled segment of any stock exchange or securities market
(whether or not regulated), or are included in any dedicated "green", "environmental", "sustainable" or other equivalently-labelled
index or indices, no representation or assurance is given by us, the joint book-running managers, co-managers or any other person that
such listing or admission, or inclusion in such index or indices, satisfies, whether in whole or in part, any present or future investor
expectations or requirements as regards any investment criteria or guidelines with which such investor or its investments are required
to comply, whether by any present or future applicable law or regulations or by its own by-laws or other governing rules or investment
portfolio mandates, in particular with regard to any direct or indirect environmental, sustainability or social impact of any projects or
uses, the subject of or related to, any specified green projects. Furthermore, it should be noted that the criteria for any such listings or
admission to trading may vary from one stock exchange or securities market to another and also the criteria for inclusion in such index
or indices may vary from one index to another. Nor is any representation or assurance given or made by us, the joint book-running
managers, the co-managers or any other person that any such listing or admission to trading, or inclusion in any such index or indices,
will be obtained in respect of the 2030 Fixed Rate Notes or, if obtained, that any such listing or admission to trading, or inclusion in
such index or indices, will be maintained during the life of the 2030 Fixed Rate Notes.

PS-1
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Although we agree to certain allocation and impact reporting and to apply the net proceeds of the 2030 Fixed Rate Notes to
green projects as specified in this pricing supplement, it would not constitute an event of default under the 2030 Fixed Rate Notes as
described under "Description of Debt Securities--Events of Default" in the accompanying prospectus if (i) we were to fail to comply
with such reporting obligations or were to fail to use the proceeds in the manner specified in this pricing supplement, (ii) any opinion
or certification as described above were withdrawn, and/or (iii) in the event that the 2030 Fixed Rate Notes were listed or admitted to
trading on any stock exchange or securities market or were included in any index or indices and, subsequently, the 2030 Fixed Rate
Notes were no longer listed or admitted to trading on any stock exchange or securities market or were no longer included in any index
or indices, as aforesaid. Any failure to use the net proceeds of the 2030 Fixed Rate Notes in connection with specified green projects,
and/or any failure to meet, or to continue to meet, the investment requirements of certain environmentally focused and/or sustainability
focused investors with respect to the 2030 Fixed Rate Notes may affect the value and/or trading price of the 2030 Fixed Rate Notes,
and/or may have consequences for certain investors with portfolio mandates to invest in green assets.

PS-2
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USE OF PROCEEDS

We estimate that the net proceeds (after deducting the underwriting discounts and estimated offering expenses) from the sale
of (i) the 2021 Floating Rate Notes will be approximately $1,098.5 million, (ii) the 2025 Fixed Rate Notes will be approximately
$647.2 million and (iii) the 2030 Fixed Rate Notes will be approximately $743.4 million.

We intend to use the net proceeds from the sale of the 2021 Floating Rate Notes and the 2025 Fixed Rate Notes for general
corporate purposes, including the purchase of earning assets and the retirement of debt. We may use the net proceeds initially to reduce
short-term borrowings or invest in short-term obligations.

We intend to use the net proceeds from the sale of the 2030 Fixed Rate Notes to acquire, in whole or in part, new retail
installment sales contracts and operating lease contracts financing Eligible Models (as defined below).

Eligible Models

Pursuant to our Green Bond Framework (the "Framework"),"Eligible Models" consist of Toyota or Lexus passenger vehicles
from model year 2019 or later, which meet all three of the following eligibility criteria: (i) gasoline-electric hybrids or alternative fuel
powertrain vehicles; (ii) minimum highway and city miles per gallon (MPG or MPG equivalent, which represents the number of miles
a vehicle can go using a quantity of fuel with the same energy content as a gallon of gasoline) of 40; and (iii) United States
Environmental Protection Agency ("EPA") smog rating of 7 or better (where 10 is the cleanest), as determined by the EPA for the
purchase of a vehicle in California.

As of January 2020, the following Toyota and Lexus models are Eligible Models: Avalon Hybrid, Camry Hybrid, Corolla
Hybrid, Mirai, Prius, Prius Prime and ES300h.

None of the proceeds of this issue of the 2030 Fixed Rate Notes will be used to refinance existing retail installment sales
and/or operating lease contracts that were entered into prior to the Original Issue Date.

Use of Proceeds Reporting

Beginning in April 2020 and until such time as the net proceeds from the sale of the 2030 Fixed Rate Notes have been used in
their entirety, we intend to publish monthly use of proceeds reports relating to the net proceeds from the sale of the 2030 Fixed Rate
Notes, which are expected to be available on our Investor Relations website. This allocation reporting is expected to include the
number and dollar amount of both retail installment sales contracts and operating leases of Eligible Models financed by model;
estimated mileage and smog ratings of the qualifying models; the amount of any unallocated proceeds in the segregated account(s); and
the proceeds that have been used in accordance with the Framework. Additionally, we intend to engage an independent accounting firm
to perform agreed upon procedures with respect to the amounts reported in the use of proceeds reports. Moreover, we intend to prepare
a one-time impact report, approximately one year following the Original Issue Date, at which point we expect all proceeds from the
sale of the 2030 Fixed Rate Notes to be allocated. Such report, which is expected to be publicly available on our website, will include
the quantitative estimate of the lifetime reduction in CO2 emissions achieved by the Eligible Models financed by the 2030 Fixed Rate
Notes compared to emissions from the average car in the U.S. Information contained on our website is not, nor shall be deemed to be,
incorporated in and/or form part of this pricing supplement or the accompanying prospectus or prospectus supplement.

Net proceeds from this offering of the 2030 Fixed Rate Notes will initially be deposited by us into one or more segregated
accounts and will be managed by our treasury team. Pending allocation, proceeds from the sale of the 2030 Fixed Rate Notes may be
invested in money market instruments until applied to new retail installment sales contracts and operating lease contracts financing
Eligible Models. Investment income earned on amounts on deposit in such account(s) will be distributed to us.

PS-3
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DESCRIPTION OF THE NOTES

General

We provide information to you about the Notes in three separate documents:

·
this pricing supplement which specifically describes the Notes being offered;
·
the accompanying prospectus supplement which describes the Company's Medium-Term Notes, Series B; and
·
the accompanying prospectus which describes generally the debt securities of the Company.

This description supplements, and, to the extent inconsistent, supersedes, the description of the general terms and provisions of
the debt securities found in the accompanying prospectus and the Company's Medium-Term Notes, Series B described in the
accompanying prospectus supplement.

Terms of the Notes

The Notes:

·
will be our unsecured general obligations,
·
will rank equally with all our other unsecured and unsubordinated indebtedness from time to time outstanding,
·
will be considered part of the same series of notes as any of our other Medium-Term Notes, Series B previously issued or
issued in the future,
·
will not be subject to mandatory redemption or repayment at your option,
·
will be issued in minimum denominations of $2,000 and integral multiples of $1,000 above that amount, and
·
will be denominated in U.S. dollars.

The 2021 Floating Rate Notes

The following description is a summary of certain provisions of the 2021 Floating Rate Notes:

Principal Amount: $1,100,000,000

Trade Date: February 10, 2020

Original Issue Date: February 13, 2020

Stated Maturity Date: August 13, 2021

Interest Calculation: Regular Floating Rate Note

Interest Rate Basis: LIBOR

Designated LIBOR Page: Reuters

Index Maturity: 3 months

Initial Interest Rate: The initial interest rate will be based on 3 month LIBOR determined on February 11, 2020 plus the Floating
Rate Spread, accruing from February 13, 2020

Initial Interest Reset Date: February 13, 2020

Interest Reset Dates: Each Interest Payment Date

PS-4
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Interest Reset Period: Quarterly

Interest Determination Date: The second London Banking Day preceding each Interest Reset Date.

Interest Payment Dates: Each February 13, May 13, August 13 and November 13, beginning on May 13, 2020 and ending on the
Stated Maturity Date

Floating Rate Spread: +0.125%

Minimum Interest Rate: 0.000%

Index Currency: U.S. Dollars

Day Count Convention: Actual/360

Business Day Convention: Modified Following, adjusted

Calculation Agent: Deutsche Bank Trust Company Americas

CUSIP / ISIN: 89236TGS8 / US89236TGS87

The 2025 Fixed Rate Notes

The following description is a summary of certain provisions of the 2025 Fixed Rate Notes:

Principal Amount: $650,000,000

Trade Date: February 10, 2020

Original Issue Date: February 13, 2020

Stated Maturity Date: February 13, 2025

Interest: 1.800% per annum from February 13, 2020

Interest Payment Dates: Each February 13 and August 13, beginning on August 13, 2020 and ending on the maturity date

Day Count Convention: 30/360

Business Day Convention: Following, unadjusted

CUSIP / ISIN: 89236TGT6 / US89236TGT60

The 2030 Fixed Rate Notes

The following description is a summary of certain provisions of the 2030 Fixed Rate Notes:

Principal Amount: $750,000,000

Trade Date: February 10, 2020

Original Issue Date: February 13, 2020

Stated Maturity Date: February 13, 2030

Interest: 2.150% per annum from February 13, 2020

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Interest Payment Dates: Each February 13 and August 13, beginning on August 13, 2020 and ending on the maturity date

Day Count Convention: 30/360

Business Day Convention: Following, unadjusted

CUSIP / ISIN: 89236TGU3 / US89236TGU34

Optional Redemption

The 2021 Floating Rate Notes are not subject to optional redemption.

The 2025 Fixed Rate Notes and the 2030 Fixed Rate Notes will be redeemable before their maturity, in whole or in part, at our
option at any time, at a "make-whole" redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be
redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be
redeemed (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 10 basis points in the case of the 2025 Fixed Rate Notes
and 10 basis points in the case of the 2030 Fixed Rate Notes, plus in each case accrued and unpaid interest thereon to the date of
redemption.

"Comparable Treasury Issue" means, with respect to the Notes to be redeemed, 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 us.

"Reference Treasury Dealer" means each of BNP Paribas Securities Corp., Citigroup Global Markets Inc., a primary U.S.
Government securities dealer selected by Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC and Mizuho Securities
USA 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, we will substitute another nationally recognized investment banking firm that is a
primary U.S. Government securities dealer.

"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 we default 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.

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