Obligation Toyomoto Credit Corp 3% ( US89236TGX72 ) en USD

Toyomoto Credit Corp

99.906 % ▲

Etas-Unis

US89236TGX72 ( en USD )

3% par an ( paiement semestriel )

31/03/2025 - Obligation échue

Prospectus brochure de l'obligation Toyota Motor Credit Corp US89236TGX72 en USD 3%, échue

1 000 USD

1 250 000 000 USD

89236TGX7

A+ ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

Toyota Motor Credit Corporation (TMCC) est une société financière captive de Toyota Motor Sales, U.S.A., qui offre un financement automobile et des services financiers connexes aux clients de Toyota et Lexus aux États-Unis.

L'Obligation émise par Toyomoto Credit Corp ( Etas-Unis ) , en USD, avec le code ISIN US89236TGX72, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2025

L'Obligation émise par Toyomoto Credit Corp ( Etas-Unis ) , en USD, avec le code ISIN US89236TGX72, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Toyomoto Credit Corp ( Etas-Unis ) , en USD, avec le code ISIN US89236TGX72, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 dp124974_424b5.htm FORM 424B5
CALCULATION OF REGISTRATION FEE

Title of each class of
Proposed maximum
Amount of
securities offered
aggregate offering price
registration fee
2.900% Medium-Term Notes, Series B due March 30, 2023
$1,749,807,500
$227,125.01
3.000% Medium-Term Notes, Series B due April 1, 2025
$1,247,700,000
$161,951.46
3.375% Medium-Term Notes, Series B due April 1, 2030
$999,330,000
$129,713.04

PRICING SUPPLEMENT

This filing is made pursuant to Rule 424(b)(5) under
(To Prospectus dated January 24, 2018 and
the Securities Act of 1933 in connection with
Prospectus Supplement dated January 25, 2018)
Registration No. 333-222676.

$4,000,000,000

$1,750,000,000 2.900% Medium-Term Notes, Series B due March 30, 2023
$1,250,000,000 3.000% Medium-Term Notes, Series B due April 1, 2025
$1,000,000,000 3.375% Medium-Term Notes, Series B due April 1, 2030

We are offering (i) $1,750,000,000 aggregate principal amount of 2.900% Medium-Term Notes, Series B due March 30, 2023
(the "2023 Fixed Rate Notes"), (ii) $1,250,000,000 aggregate principal amount of 3.000% Medium-Term Notes, Series B due April 1,
2025 (the "2025 Fixed Rate Notes") and (iii) $1,000,000,000 aggregate principal amount of 3.375% Medium-Term Notes, Series B due
April 1, 2030 (the "2030 Fixed Rate Notes" and, together with the 2023 Fixed Rate Notes and the 2025 Fixed 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 2023 Fixed Rate Notes on March 30 and September 30 of each year and on
the maturity date. We will pay interest on the 2025 Fixed Rate Notes on April 1 and October 1 of each year and on the maturity date.
We will pay interest on the 2030 Fixed Rate Notes on April 1 and October 1 of each year and on the maturity date. The first such
payment on the 2023 Fixed Rate Notes will be on September 30, 2020, the first such payment on the 2025 Fixed Rate Notes will be on
October 1, 2020 and the first such payment on the 2030 Fixed Rate Notes will be on October 1, 2020. The 2023 Fixed Rate Notes will
not be redeemable before their maturity. 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."

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 page S-3 of the accompanying prospectus supplement.

2023 Fixed Rate Notes
2025 Fixed Rate Notes
2030 Fixed Rate Notes

Per Note
Total
Per Note
Total
Per Note
Total
Public offering price(1)
99.989%
$1,749,807,500
99.816%
$1,247,700,000
99.933%
$999,330,000
Underwriting discount
0.225%
$3,937,500
0.350%
$4,375,000
0.450%
$4,500,000
Proceeds, before expenses, to the
99.764%
$1,745,870,000
99.466%
$1,243,325,000
99.483%
$994,830,000
Company
___________

(1) Plus accrued interest, if any, from April 1, 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.

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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 April 1, 2020.

Joint Book-Running Managers

BofA Securities
Morgan Stanley
MUFG
RBC Capital
SOCIETE
TD Securities
Markets
GENERALE
Co-Managers

BMO Capital Markets
COMMERZBANK
Fifth Third Securities
US Bancorp
The date of this pricing supplement is March 27, 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.

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
Description of the Notes
PS-3
United States Federal Taxation
PS-7
Underwriting
PS-8
Legal Matters
PS-11

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
Description of Debt Securities
3
Legal Matters
10
Experts
10

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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.

We face various risks related to health epidemics and other outbreaks, which may have material adverse effects on our business,
financial condition, results of operations and cash flows.

We face various risks related to health epidemics and other outbreaks, including the global outbreak of the coronavirus
("COVID-19"). The COVID-19 pandemic, changes in consumer behavior related to illness, pandemic fears and market downturns, and
restrictions intended to slow the spread of COVID-19, including quarantines, government-mandated actions, stay-at-home orders and
other restrictions, have led to disruption and volatility in the global capital markets, which has increased our cost of capital and
adversely affected our ability to access the capital markets. For more information on how a disruption in the global capital markets
affects our liquidity, please see "A disruption in our funding sources and access to the capital markets would have an adverse effect on
our liquidity" under Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended March 31, 2019 ("Annual Report on
Form 10-K").

In addition, the COVID-19 pandemic and restrictions intended to slow the spread of COVID-19 have adversely affected our
business, and the business of our affiliate, Toyota Motor North America, Inc. ("TMNA"), and our ultimate parent, Toyota Motor
Corporation ("TMC"), in a number of ways. Similar to relief options we have previously offered to customers and dealers impacted by
natural disasters such as hurricanes, floods, tornadoes and wildfires, we are offering payment relief options to customers and dealers
impacted by COVID-19, including finance contract extensions, lease deferred payments, temporary interest deferrals for dealer
floorplan financing, and principal payment deferral options for dealer real estate and working capital loans, and have temporarily
suspended outbound collection activities in states with state-wide stay-at-home orders and repossession activities nationwide
(collectively, the "COVID-19 Relief"). Unlike the relief options offered for natural disasters, which were limited to the affected
geographies, the COVID-19 Relief is being offered nationwide due to the global impact of the COVID-19 pandemic, is expected to
increase our credit and residual value losses, and will adversely affect our business, financial condition, results of operations, and cash
flows. We have also temporarily transitioned the majority of our team members to remote work arrangements, and many Toyota and
Lexus dealerships have temporarily closed and more may voluntarily close, or be mandated to close, in the near future. TMNA has
temporarily suspended production at all of its automobile and components plants in North America and TMC has temporarily
suspended production at selected plants in countries outside of North America.

These events have disrupted the supply chains of the vehicles we finance, have caused a decline in the sale of vehicles and our
financing and insurance products, and could ultimately have a material adverse effect on the sale of vehicles and our financing and
insurance products. These events have also caused an increase in unemployment claims, are expected to result in decreased consumer
spending, and could cause economic deterioration. In addition, these events could result in lower used vehicle prices, increased
delinquencies and dealer defaults, or cause other unpredictable and adverse events. The foregoing events, and the uncertainty relating
thereto, have also adversely affected our credit rating. For more information regarding impacts of credit rating changes on TMCC,
please see "Our borrowing costs and access to the unsecured debt capital markets depend significantly on the credit ratings of TMCC
and its parent companies and our credit support arrangements" under Item 1A. Risk Factors in our Annual Report on Form 10-K.

If significant portions of our workforce are unable to work effectively as a result of the COVID-19 pandemic, including
because of illness, quarantines, facility closures, ineffective remote work arrangements or technology failures or limitations, our
operations would be adversely impacted. Certain of our third-party suppliers and business partners that we rely on to deliver our
products and services and to operate our business have informed us that they will be unable to perform fully, and we expect to continue
to receive similar notifications from other suppliers and business partners in the near future, which could adversely impact our ability
to operate our business and increase our costs and expenses. These increased costs and expenses may not be fully recoverable or
adequately covered by insurance. We are working with our stakeholders (including customers, dealers, team members, suppliers and
business partners) to assess the impact of the COVID-19 pandemic and to take actions in an effort to mitigate adverse consequences.
The duration of the COVID-19 pandemic is uncertain, and the foregoing impacts and other unforeseen impacts not referenced herein,
as well

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as the ultimate impact of the COVID-19 pandemic, are difficult to predict and could have a material adverse effect on our business,
financial condition, results of operations and cash flows.

See also "General business, economic, and geopolitical conditions, as well as other market events, may adversely affect our
business, results of operations and financial condition", "Our results of operations and financial condition are substantially dependent
upon the sale of Toyota and Lexus vehicles, as well as our ability to offer competitive financing and insurance products", "We are
exposed to customer and dealer credit risk, which could negatively affect our results of operations and financial condition", "A failure
or interruption in our operations could adversely affect our results of operations and financial condition", and "The failure or
commercial soundness of our counterparties and other financial institutions may have an effect on our liquidity, results of operations or
financial condition" under Item 1A. Risk Factors in our Annual Report on Form 10-K.

PS-2
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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 2023 Fixed Rate Notes

The following description is a summary of certain provisions of the 2023 Fixed Rate Notes:

Principal Amount: $1,750,000,000

Trade Date: March 27, 2020

Original Issue Date: April 1, 2020

Stated Maturity Date: March 30, 2023

Interest: 2.900% per annum from April 1, 2020

Interest Payment Dates: Each March 30 and September 30, beginning on September 30, 2020 and ending on the Stated Maturity
Date (short first coupon)

Day Count Convention: 30/360

Business Day Convention: Following, unadjusted

CUSIP / ISIN: 89236TGW9 / US89236TGW99

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The 2025 Fixed Rate Notes

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

Principal Amount: $1,250,000,000

Trade Date: March 27, 2020

Original Issue Date: April 1, 2020

Stated Maturity Date: April 1, 2025

Interest: 3.000% per annum from April 1, 2020

Interest Payment Dates: Each April 1 and October 1, beginning on October 1, 2020 and ending on the maturity date

Day Count Convention: 30/360

Business Day Convention: Following, unadjusted

CUSIP / ISIN: 89236TGX7 / US89236TGX72

The 2030 Fixed Rate Notes

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

Principal Amount: $1,000,000,000

Trade Date: March 27, 2020

Original Issue Date: April 1, 2020

Stated Maturity Date: April 1, 2030

Interest: 3.375% per annum from April 1, 2020

Interest Payment Dates: Each April 1 and October 1, beginning on October 1, 2020 and ending on the maturity date

Day Count Convention: 30/360

Business Day Convention: Following, unadjusted

CUSIP / ISIN: 89236TGY5 / US89236TGY55

Optional Redemption

The 2023 Fixed 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 40 basis points in the case of the 2025 Fixed Rate Notes
and 40 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.

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"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 BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC,
and two other primary U.S. Government securities dealers selected by the Issuer, 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.

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 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

Each tranche of 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
SA/NV and Clearstream Banking, S.A.

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