Obbligazione Toyomoto Credit Corp 0% ( US89236TKB07 ) in USD

Toyomoto Credit Corp

100.002 USD ▲

Stati Uniti

US89236TKB07 ( in USD )

28/12/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Toyota Motor Credit Corp US89236TKB07 in USD 0%, scaduta

2 000 USD

650 000 000 USD

89236TKB0

Toyota Motor Credit Corporation è una società finanziaria statunitense sussidiaria di Toyota Motor Corporation che fornisce finanziamenti per l'acquisto di veicoli Toyota e Lexus.

The Obbligazione issued by Toyomoto Credit Corp ( United States ) , in USD, with the ISIN code US89236TKB07, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 28/12/2023

This filing is made pursuant to Rule 424(b)
(2) under the Securities Act of 1933 in
connection with Registration No. 333-
252342.
PRICING SUPPLEMENT
(To Prospectus dated January 22, 2021 and
Prospectus Supplement dated January 25, 2021)

$2,750,000,000
$650,000,000 Floating Rate Medium-Term Notes, Series B due December 29, 2023
$1,300,000,000 3.950% Medium-Term Notes, Series B due June 30, 2025
$800,000,000 4.450% Medium-Term Notes, Series B due June 29, 2029

We are offering (i) $650,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series B due December 29, 2023 (the "Floating
Rate Notes"), (i ) $1,300,000,000 aggregate principal amount of 3.950% Medium-Term Notes, Series B due June 30, 2025 (the "2025 Fixed Rate Notes")
and (i i) $800,000,000 aggregate principal amount of 4.450% Medium-Term Notes, Series B due June 29, 2029 (the "2029 Fixed Rate Notes" and, together
with the Floating Rate Notes and the 2025 Fixed Rate Notes, the "Notes"). The Notes wil be our general unsecured obligations and wil rank equal y with
al of our existing and future unsecured and unsubordinated indebtedness. We wil pay interest on the Floating Rate Notes on March 29, June 29,
September 29 and December 29 of each year and on the maturity date. We wil pay interest on the 2025 Fixed Rate Notes on June 30 and December 30
of each year and on the maturity date. We wil pay interest on the 2029 Fixed Rate Notes on June 29 and December 29 of each year and on the maturity
date. The first such payment on the Floating Rate Notes wil be on September 29, 2022, the first such payment on the 2025 Fixed Rate Notes wil be on
December 30, 2022 and the first such payment on the 2029 Fixed Rate Notes wil be on December 29, 2022. The Floating Rate Notes and the 2025 Fixed
Rate Notes wil not be redeemable before their maturity. We may redeem some or al of the 2029 Fixed Rate Notes at any time at our option at the
redemption price set forth in this pricing supplement under "Description of the Notes--Optional Redemption."
Investing in the Notes involves a number of risks. See the risks described in "Risk Factors" on page S-3 of the accompanying
prospectus supplement.

Floating Rate Notes
2025 Fixed Rate Notes
2029 Fixed Rate Notes

Per Note
Total
Per Note
Total
Per Note
Total
Public Offering Price(1)...................
100.000% $650,000,000
99.905% $1,298,765,000
99.988% $799,904,000
Underwriting Discount .....................
0.125%
$812,500
0.225%
$2,925,000
0.400%
$3,200,000
Proceeds, Before Expenses, to the Company....
99.875% $649,187,500
99.680% $1,295,840,000
99.588% $796,704,000
_______
(1) Plus accrued interest, if any, from June 30, 2022, 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 wil 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 June 30, 2022.

Joint Book-Running Managers

BofA Securities
Lloyds Securities
SOCIETE
TD Securities
US Bancorp
GENERALE

Co-Managers

ANZ Securities

BBVA

Fifth Third Securities

IMI - Intesa Sanpaolo

Ramirez & Co., Inc.

Standard Chartered Bank

Stern

UniCredit Capital Markets

The date of this pricing supplement is June 27, 2022.

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.

TABLE OF CONTENTS

Pricing Supplement

Page
Description of the Notes
PS-1
Underwriting
PS-6
Legal Matters
PS-8

Prospectus Supplement

Page
Forward-Looking Statements
S-1
Risk Factors
S-3
Description of the Notes
S-14
Secured Overnight Financing Rate and SOFR Index
S-44
Use of Proceeds
S-46
United States Federal Taxation
S-47
Plan of Distribution (Conflicts of Interest)
S-62
Validity of the Notes
S-68

Prospectus

Page
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
Description of Debt Securities
4
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.

DESCRIPTION OF THE NOTES

General

We provide information to you about the Notes in three separate documents:
·
this pricing supplement which specifical y 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 general y 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:
·
wil be our unsecured general obligations,
·
wil rank equal y with al our other unsecured and unsubordinated indebtedness from time to time outstanding,
·
wil 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,
·
wil not be subject to mandatory redemption or repayment at your option,
·
wil be issued in minimum denominations of $2,000 and integral multiples of $1,000 above that amount, and
·
wil be denominated in U.S. dol ars.
The Floating Rate Notes
The fol owing description is a summary of certain provisions of the Floating Rate Notes:
Principal Amount: $650,000,000
Trade Date: June 27, 2022
Original Issue Date: June 30, 2022
Stated Maturity Date: December 29, 2023
Interest Calculation: Regular Floating Rate Note
Interest Payment Dates: Each March 29, June 29, September 29 and December 29, beginning on September 29, 2022 (short first coupon) and ending
on the Stated Maturity Date
Interest Rate Basis: Compounded SOFR
Initial Interest Rate: The initial interest rate wil be based on Compounded SOFR determined as of September 27, 2022 plus the Spread, accruing from
June 30, 2022
Initial Interest Reset Date: September 29, 2022
Interest Reset Dates: Each Interest Payment Date
Interest Reset Period: Quarterly

PS-1

Interest Determination Date: The second U.S. Government Securities Business Day preceding each Interest Reset Date
Interest Period: The period from and including an Interest Payment Date (or, in the case of the first Interest Period, the Original Issue Date) to, but
excluding, the next Interest Payment Date (or, in the case of the final Interest Period, the Stated Maturity Date)
Spread: +65 basis points
Minimum Interest Rate: 0.000%
Index Currency: U.S. Dol ars
Day Count Convention: Actual/360
Business Day Convention: Modified Fol owing, adjusted
Business Days: New York and U.S. Government Securities Business Day
Calculation Agent: Deutsche Bank Trust Company Americas
CUSIP / ISIN: 89236TKB0 / US89236TKB07

The 2025 Fixed Rate Notes
The fol owing description is a summary of certain provisions of the 2025 Fixed Rate Notes:
Principal Amount: $1,300,000,000
Trade Date: June 27, 2022
Original Issue Date: June 30, 2022
Stated Maturity Date: June 30, 2025
Interest: 3.950% per annum from June 30, 2022
Interest Payment Dates: Each June 30 and December 30, beginning on December 30, 2022 and ending on the Stated Maturity Date
Day Count Convention: 30/360
Business Day Convention: Fol owing, unadjusted
Business Days: New York
CUSIP / ISIN: 89236TKC8 / US89236TKC89

The 2029 Fixed Rate Notes
The fol owing description is a summary of certain provisions of the 2029 Fixed Rate Notes:
Principal Amount: $800,000,000
Trade Date: June 27, 2022
Original Issue Date: June 30, 2022

PS-2

Stated Maturity Date: June 29, 2029
Interest: 4.450% per annum from June 30, 2022
Interest Payment Dates: Each June 29 and December 29, beginning on December 29, 2022 (short first coupon) and ending on the maturity date
Day Count Convention: 30/360
Business Day Convention: Fol owing, unadjusted
Business Days: New York
CUSIP / ISIN: 89236TKD6 / US89236TKD62

Optional Redemption

The Floating Rate Notes and the 2025 Fixed Rate Notes are not subject to optional redemption.
We may redeem the 2029 Fixed Rate Notes at our option before their Stated Maturity Date, in whole or in part, at any time, and from time to time,
at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the 2029 Fixed Rate Notes to be redeemed
discounted to the applicable date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 20 basis points less (b) interest accrued to the redemption date; and
(2) 100% of the principal amount of the 2029 Fixed Rate Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

"Treasury Rate" means, with respect to any redemption date, the yield determined by us in accordance with the fol owing two paragraphs.
The Treasury Rate shal be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are
posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the applicable redemption date based upon
the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of
Governors of the Federal Reserve System designated as "Selected Interest Rates (Daily) - H.15" (or any successor designation or publication) ("H.15")
under the caption "U.S. government securitiesTreasury constant maturitiesNominal" (or any successor caption or heading). In determining the Treasury
Rate, we shal select, as applicable:
(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Stated Maturity Date of
the 2029 Fixed Rate Notes (the "Remaining Life"); or
(2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields one yield corresponding to the
Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately
longer than the Remaining Life and shal interpolate to the Stated Maturity Date of the 2029 Fixed Rate Notes on a straight-line basis (using the
actual number of days) using such yields and rounding the result to three decimal places; or
(3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on
H.15 shal be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the applicable redemption date.

PS-3

If on the third Business Day preceding the applicable redemption date H.15 or any successor designation or publication is no longer published, we
shal calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on
the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the
Stated Maturity Date of the 2029 Fixed Rate Notes, as applicable. If there is no United States Treasury security maturing on the Stated Maturity Date of
the 2029 Fixed Rate Notes but there are two or more United States Treasury securities with a maturity date equal y distant from the Stated Maturity Date
of the 2029 Fixed Rate Notes, one with a maturity date preceding the Stated Maturity Date of the 2029 Fixed Rate Notes and one with a maturity date
fol owing the Stated Maturity Date of the 2029 Fixed Rate Notes, we shal select the United States Treasury security with a maturity date preceding the
Stated Maturity Date of the 2029 Fixed Rate Notes. If there are two or more United States Treasury securities maturing on the Stated Maturity Date of the
2029 Fixed Rate Notes or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shal select from among these
two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and
asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms
of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shal be based upon the average of the bid and
asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to
three decimal places.
Our actions and determinations in determining the redemption price shal be conclusive and binding for al purposes, absent manifest error.
Notice of any redemption wil be mailed or electronical y delivered (or otherwise transmitted in accordance with the depositary's procedures) at
least 10 days but not more than 60 days before the applicable redemption date to each holder of the 2029 Fixed Rate Notes to be redeemed.
In the case of a partial redemption, selection of the 2029 Fixed Rate Notes for redemption wil be made pro rata, by lot or by such other method as
the Trustee in its sole discretion deems appropriate and fair. No notes of a principal amount of $2,000 or less wil be redeemed in part. If any note is to be
redeemed in part only, the notice of redemption that relates to the note wil state the portion of the principal amount of the note to be redeemed. A new
note in a principal amount equal to the unredeemed portion of the note wil be issued in the name of the holder of the note upon surrender for
cancel ation of the original note. For so long as the 2029 Fixed Rate Notes are held by DTC (or another depositary), the redemption of the 2029 Fixed Rate
Notes shal be done in accordance with the policies and procedures of the depositary.
Unless we default in payment of the redemption price, on and after the redemption date interest wil cease to accrue on the 2029 Fixed Rate Notes
or portions thereof cal ed for redemption.

Further Issues

We may from time to time, without notice to or the consent of the registered holders of the Notes, create and issue additional notes having the
same ranking, interest rate, interest rate basis, number of basis points to be added to or subtracted from the related interest rate basis, maturity and
other terms as a particular tranche of the Notes, as applicable, except for (1) the issue date, (2) the issue price and (3) the first interest payment date.
Additional notes wil be considered part of the same series of notes as the Notes and any of our other Medium-Term Notes, Series B previously issued or
issued in the future. We also may from time to time, without notice to or the consent of the registered holders of the Notes, create and issue additional
debt securities under the indenture ranking equal y with the Notes and our other Medium-Term Notes, Series B.

Book-Entry Notes and Form

Each tranche of the Notes wil be issued in the form of one or more ful y registered global notes (the "Global Notes") which wil be deposited with,
or on behalf of, The Depository Trust Company, New York, New York (the "Depository") and registered in the name of Cede & Co., the Depository's
nominee. Notes in definitive form wil not be issued, unless the Depository discontinues providing its services as depository with respect to the Global
Notes at any time and a successor depository is not obtained or unless we so determine in our sole discretion. Beneficial interests in the Global Notes wil
be represented through book-entry accounts of financial institutions acting on behalf of beneficial

PS-4

owners as direct or indirect participants in the Depository, including Euroclear Bank SA/NV and Clearstream Banking, S.A.

PS-5

UNDERWRITING

Under the terms and subject to the conditions set forth in a terms agreement dated June 27, 2022 (the "Terms Agreement"), between us and the
underwriters named below (the "Underwriters"), incorporating the terms of a distribution agreement dated as of January 25, 2021, between us and the
agents named in the accompanying prospectus supplement (the "Distribution Agreement"), we have agreed to sel to the Underwriters, and the
Underwriters have several y and not jointly agreed to purchase, as principals, the respective principal amounts of the Notes set forth below opposite their
names.
Principal Amount
Principal Amount
Principal Amount
of the Floating
of the 2025 Fixed
of the 2029 Fixed
Underwriter

Rate Notes

Rate Notes

Rate Notes
BofA Securities, Inc.
$
104,000,000 $
208,000,000 $
128,000,000
Lloyds Securities Inc.

104,000,000
208,000,000
128,000,000
SG Americas Securities, LLC

104,000,000
208,000,000
128,000,000
TD Securities (USA) LLC

104,000,000
208,000,000
128,000,000
U.S. Bancorp Investments, Inc.

104,000,000
208,000,000
128,000,000
ANZ Securities, Inc.

19,500,000
39,000,000
24,000,000
BBVA Securities Inc.

19,500,000
39,000,000
24,000,000
Fifth Third Securities, Inc.

19,500,000
39,000,000
24,000,000
Intesa Sanpaolo S.p.A.

19,500,000
39,000,000
24,000,000
Standard Chartered Bank

19,500,000
39,000,000
24,000,000
UniCredit Capital Markets LLC

19,500,000
39,000,000
24,000,000
Samuel A. Ramirez & Company, Inc.

6,500,000
13,000,000
8,000,000
Stern Brothers & Co.

6,500,000
13,000,000
8,000,000
Total
$
650,000,000 $
1,300,000,00 $
800,000,000
No series of Notes wil have an established trading market when issued. The Underwriters may from time to time make a market in the Notes of
any series but are not obligated to do so and may cease at any time. Neither we nor the Underwriters can assure you that any trading market for the
Notes wil be liquid.
The Notes sold by the Underwriters to the public wil initial y be offered at the applicable public offering prices set forth on the cover page of this
pricing supplement. Any Notes sold by the Underwriters to dealers may be sold at the applicable public offering prices less a concession not to exceed (i)
0.075% of the principal amount of the Floating Rate Notes, (i ) 0.150% of the principal amount of the 2025 Fixed Rate Notes and (i i) 0.250% of the
principal amount of the 2029 Fixed Rate Notes. The Underwriters may al ow, and dealers may real ow, a concession not to exceed (i) 0.050% of the
principal amount of the Floating Rate Notes, (i ) 0.075% of the principal amount of the 2025 Fixed Rate Notes and (i i) 0.150% of the principal amount of
the 2029 Fixed Rate Notes. After the initial offering of the Notes to the public, BofA Securities, Inc., on behalf of the Underwriters, may change the public
offering prices and concessions of the Notes. The offering of the Notes by the Underwriters is subject to receipt and acceptance and subject to the
Underwriters' right to reject any order in whole or in part.
In connection with the offering, BofA Securities, Inc., Lloyds Securities Inc., SG Americas Securities, LLC, TD Securities (USA) LLC and U.S. Bancorp
Investments, Inc., on behalf of the Underwriters, are permitted to engage in certain transactions that stabilize the prices of the Notes. These transactions
may consist of bids or purchases for the purpose of pegging, fixing or maintaining the prices of the Notes. If the Underwriters create a short position in the
Notes in connection with the offering by sel ing more Notes than they have purchased from us, then the Underwriters may reduce that short position by
purchasing Notes in the open market. In general, purchases of Notes for the purpose of stabilization or to reduce a short position could cause the prices of
the Notes to be higher than in the absence of these purchases. The Underwriters are not required to engage in these activities, and may end any of these
activities at any time. Neither we nor the Underwriters make any representation or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the prices of the Notes.
We may enter into hedging transactions in connection with the issuance of the Notes, including forwards, futures, options, interest rate or
exchange rate swaps and repurchase or reverse repurchase transactions with, or arranged by, any of the Underwriters or an affiliate of that Underwriter.
The applicable Underwriter and its affiliates may receive compensation, trading gain or other benefits in connection with these hedging transactions and
the hedging transactions described below.

PS-6

The Underwriters and their respective affiliates are ful service financial institutions engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing
and brokerage activities. Certain of the Underwriters and their respective affiliates have, from time to time, provided, and may in the future provide,
investment banking, commercial banking and other services for the issuer in the ordinary course of business, for which they received or wil receive in the
future customary fees and commissions.
In addition, in the ordinary course of their business activities, the Underwriters and their affiliates may make or hold a broad array of investments
and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and
for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Certain
of the Underwriters or their affiliates that have a lending relationship with us or our affiliates routinely hedge, and certain other of those Underwriters or
their affiliates may hedge, their credit exposure to us and our affiliates consistent with their customary risk management policies. A typical hedging
strategy would include these Underwriters or their affiliates hedging such exposure by entering into transactions which consist of either the purchase of
credit default swaps or the creation of short positions in our securities or those of our affiliates, including potential y the Notes offered hereby. Any such
credit default swaps or short positions could adversely affect the future trading prices of the Notes offered hereby. The Underwriters and their affiliates
may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments
and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Neither Intesa Sanpaolo S.p.A. nor Standard Chartered Bank is a U.S. registered broker-dealer and neither entity wil effect any offers or sales of
any Notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of the Financial Industry
Regulatory Authority, Inc.
We have agreed to indemnify the several agents against certain liabilities, including liabilities under the Securities Act, or to contribute to
payments the Underwriters may be required to make in respect of these liabilities. We have also agreed to reimburse each of the Underwriters for certain
expenses.

Selling Restrictions
Japan

Each of the Underwriters has several y agreed that it wil not offer or sel any of the Notes, directly or indirectly, in Japan or to, or for the benefit of,
any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws
of Japan and any branch or other office in Japan of a corporation or other entity organized under the laws of any foreign state), or to others for re-offering
or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan.

PS-7