Obligation Toyoda Motor Finance 2.125% ( US89236TBP93 ) en USD

Toyoda Motor Finance

100 % ⇌

Etas-Unis

US89236TBP93 ( en USD )

2.125% par an ( paiement semestriel )

18/07/2019 - Obligation échue

Prospectus brochure de l'obligation Toyota Motor Credit US89236TBP93 en USD 2.125%, échue

2 000 USD

1 250 000 000 USD

89236TBP9

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 US89236TBP93, paye un coupon de 2.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/07/2019

http://www.sec.gov/Archives/edgar/data/834071/000095010314004956/...
424B5 1 dp47956_424b5-3555.htm FORM 424B5
PRICING SUPPLEMENT

This filing is made pursuant to Rule 424(b)(5)
(To Prospectus dated March 1, 2012 and
under the Securities Act of 1933 in
Prospectus Supplement dated March 2, 2012)
connection with Registration No.
333-179826.
$1,250,000,000
$1,250,000,000 2.125% Medium-Term Notes, Series B, due July 18, 2019
We are offering $1,250,000,000 aggregate principal amount of 2.125% Medium-Term Notes, Series B due July 18, 2019 (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 Notes on January 18 and July 18 of each year and on the maturity date. The first
such payment on the Notes will be on January 18, 2015.

We may redeem some or all of the Notes at any time at our option at the applicable 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-1 of the
Prospectus Supplement.

The Notes

Per Note
Total

Public offering price(1)
99.727% $ 1,246,587,500
Underwriting discount

0.350% $
4,375,000
Proceeds, before expenses, to the Company
99.377% $ 1,242,212,500
____________________
(1) Plus accrued interest, if any, from July 18, 2014, 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 S.A./N.V. and Clearstream Banking, société anonyme, on or about July 18, 2014.
Joint Book-Running Managers
Barclays
BofA Merrill Lynch
RBC Capital Markets

Co-Managers
Blaylock Beal Van, LLC
Credit Agricole CIB
Fifth Third Securities
Mizuho Securities
SOCIETE GENERALE
Toussaint Capital Partners LLC
UniCredit Capital Markets
The date of this pricing supplement is July 15, 2014.

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We 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 take no
responsibility for, and can provide no assurance as to, any other information that others may give you. We 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-4

Prospectus Supplement

Risk Factors
S-1
Description of the Notes
S-5
Use of Proceeds
S-29
Ratio of Earnings to Fixed Charges
S-29
United States Federal Income Taxation
S-30
Plan of Distribution (Conflicts of Interest)
S-42

Prospectus

About this Prospectus
1
Risk Factors
1
Where You Can Find More Information
1
Incorporation of Information Filed with the SEC
1
Toyota Motor Credit Corporation
2
Description of Debt Securities
3
Legal Matters
9
Experts
9

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 prospectus supplement shall have the
meanings assigned to them in the prospectus supplement.

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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 bear interest at a fixed rate,

·
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 be redeemable before their maturity, in whole or in part, at our option at any time, at a "make-whole" redemption
price (See "--Optional Redemption" below),

·
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,

·
will be denominated in U.S. dollars, and

·
will pay interest on the basis of a 360-day year of twelve 30-day months.

Principal Amount: $1,250,000,000

Trade Date: July 15, 2014

Original Issue Date: July 18, 2014

Stated Maturity Date: July 18, 2019

Interest: 2.125% per annum from July 18, 2014

Interest Payment Dates: Each January 18 and July 18, beginning on January 18, 2015 and ending on the Stated Maturity Date

Business Day Convention: Following, unadjusted

Calculation Agent: Deutsche Bank Trust Company Americas

CUSIP / ISIN: 89236TBP9/US89236TBP93

Optional Redemption

The 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

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PS-1
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a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points, plus in each case accrued and unpaid
interest thereon to the date of redemption.

"Comparable Treasury Issue" means, with respect to the Notes, 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 Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and
RBC Capital Markets, LLC or their respective affiliates and two other primary U.S. Government securities dealers selected by us;
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.

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, same interest rate, maturity and other terms as the Notes, except for (1) the issue date, (2) the issue price and
(3) the first interest payment date. Additional notes will 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 equally with the Notes and
our other Medium-Term Notes, Series B.

Book-Entry Notes and Form

The Notes will be issued in the form of one or more fully registered global notes (the "Global Notes") which will 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 will 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 will be represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct or indirect participants in the Depository, including Euroclear Bank S.A./N.V. and Clearstream
Banking, société anonyme.

United States Federal Income Taxation

As discussed in the accompanying prospectus supplement under "United States Federal Income Taxation--Recent
Legislation," legislation commonly referred to as "FATCA" generally imposes a withholding tax of 30% on payments to certain non-U.S.
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entities (including financial intermediaries) with respect to certain financial instruments,

PS-2
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unless various U.S. information reporting and due diligence requirements have been satisfied. This legislation will apply to the
Notes. Under final Treasury regulations, withholding (if applicable) will apply to payments of interest on the Notes and, after December
31, 2016, to payments of gross proceeds from the taxable disposition of the Notes. We will not pay additional amounts with respect to
any such withholding taxes. You should consult your tax adviser regarding the potential consequences of FATCA with respect to your
investment in the Notes.

PS-3
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UNDERWRITING

Under the terms and subject to the conditions set forth in a terms agreement dated July 15, 2014 (the "Terms Agreement"),
between us and the underwriters named below (the "Underwriters"), incorporating the terms of a distribution agreement dated as of
March 2, 2012, between us and the agents named in the prospectus supplement (the "Distribution Agreement"), we have agreed to sell to
the Underwriters, and the Underwriters have severally and not jointly agreed to purchase, as principals, the respective principal amounts
of the Notes set forth below opposite their names.
Principal Amount of
Underwriter

the Notes

Barclays Capital Inc.
$
312,500,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated

312,500,000
RBC Capital Markets, LLC

312,500,000
Mizuho Securities USA Inc.

87,500,000
Credit Agricole Securities (USA) Inc.

50,000,000
Fifth Third Securities, Inc.

50,000,000
SG Americas Securities, LLC

50,000,000
UniCredit Capital Markets LLC

50,000,000
Blaylock Beal Van, LLC

12,500,000
Toussaint Capital Partners LLC

12,500,000
Total
$
1,250,000,000

The Notes will not have an established trading market when issued. The Underwriters may from time to time make a market in
the Notes 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 will be liquid.

The Notes sold by the Underwriters to the public will initially be offered at the public offering price set forth on the cover page
of this pricing supplement. Any Notes sold by the Underwriters to dealers may be sold at the public offering price less a concession not
to exceed 0.200% of the principal amount of the Notes. The Underwriters may allow, and dealers may reallow, a concession not to
exceed 0.125% of the principal amount of the Notes, on sales to other dealers. After the initial offering of the Notes to the public, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the Underwriters, may change the public offering price and concession 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, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and RBC Capital
Markets, LLC on behalf of the Underwriters, are permitted to engage in certain transactions that stabilize the price of the Notes. These
transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the Notes. If the Underwriters
create a short position in the Notes in connection with the offering by selling 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 price 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 price 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.

Each of the Underwriters has severally agreed that it will not offer or sell 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

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PS-4
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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.

The Underwriters and their respective affiliates are full 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 will 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 potentially the Notes offered hereby. Any such credit
default swaps or short positions could adversely affect the future trading price 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.

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.

PS-5
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