16th Mar 2006 16:22
Toyota Motor Credit Corp16 March 2006 FINAL TERMS TOYOTA MOTOR CREDIT CORPORATION (Incorporated as a California corporation) U.S. $20,000,000,000 Euro Medium-Term Note Program for the issue of Notes with maturities of 1 month or longer Series No. 361 USD25,000,000 Callable Step-up Fixed Rate Notes due 2013 _________________________ Issue price: 100.00 per cent. _________________________ Merrill Lynch International The date of these Final Terms is 20 March, 2006 Final Terms Dated 20 March, 2006 Toyota Motor Credit Corporation Issue of USD25,000,000 Callable Step-up Fixed Rate Notes due March, 2013 (the " Notes") under the U.S. $20,000,000,000 Euro Medium-Term Note Program PART A-CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposesof the Conditions set forth in the Base Prospectus dated September 30, 2005which, excluding all information incorporated by reference other than theReports and any information included in any Supplementary Prospectus constitutesa base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Termsof the Notes described herein for the purposes of Article 5.4 of the ProspectusDirective and must be read in conjunction with such Base Prospectus datedSeptember 30, 2005 , the Supplementary Prospectus dated November 15, 2005 andthe Supplementary Prospectus dated February 10, 2006 including all documentsincorporated by reference therein. Full information on the Issuer and the offerof the Notes is only available on the basis of the combination of these FinalTerms, the Base Prospectus dated September 30, 2005 , the SupplementaryProspectus dated November 15, 2005 and the Supplementary Prospectus datedFebruary 10, 2006. The Base Prospectus dated September 30, 2005, theSupplementary Prospectus dated November 15, 2005 and the SupplementaryProspectus dated February 10, 2006 are available for viewing and copies may beobtained from the principal office in London, England of JPMorgan Chase Bank,N.A., the issuing and principal paying agent for the Notes, at Trinity Tower, 9Thomas More Street, London E1W 1YT and at www.londonstockexchange.com. 1. (i) Issuer: Toyota Motor Credit Corporation (ii) Credit Support Providers: Toyota Motor Corporation Toyota Financial Services Corporation2. Series Number: 3613. Specified Currency (or Currencies in the United States Dollar ("USD") case of Dual Currency Notes):4. Aggregate Nominal Amount: USD25,000,0005. Issue Price: 100.00 per cent of the Aggregate Nominal Amount6. Specified Denominations: USD10,000 provided however that no initial investor will be permitted to invest in less than USD 100,000 of the Notes.7. Issue Date: 20 March, 20068. Maturity Date: 20 March, 20139. Interest Basis: Step-up Fixed Rate (further particulars specified below in item 15)10. Redemption/Payment Basis: Redemption at par11. Change of Interest Basis or Redemption/ Not Applicable Payment Basis:12. Put/Call Options: Call Option (further particulars specified below in item 20)13. (i) Status of the Notes: Senior (ii) Nature of the Credit Support: See "Relationship of TMCC with TFS and TMC" in the Offering Circular dated September 30, 2005 (iii) Date Board approval for issuance See "General Information-Authorization" section of the Offering of Notes and Credit Support Circular for all the relevant board approval dates for the Program obtained:14. Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions (and, to the Applicable extent applicable, Dual Currency Notes, Index Linked Redemption Notes, Partly Paid Notes and Installment Notes): (i) Fixed Rates of Interest: a) For each Fixed Interest Period in the period from and including the Issue Date up to but excluding 20 March, 2008 the Fixed Rate of Interest shall be: 5.25 per cent. per annum b) For each Fixed Interest Period in the period from and including 20 March, 2008 up to but excluding 20 March, 2010 the Fixed Rate of Interest shall be: 5.50 per cent. per annum c) For each Fixed Interest Period in the period from and including 20 March, 2010 up to but excluding 20 March, 2012 the Fixed Rate of Interest shall be: 6.00 per cent. per annum d) For each Fixed Interest Period in the period from and including 20 March, 2012 up to but excluding 20 March, 2013 the Fixed Rate of Interest shall be: 7.00 per cent. per annum (ii) Interest Payment Date(s): 20th March in each year from and including 20 March, 2007 up to and including the Maturity Date or Optional Redemption Date (as the case may be) , adjusted in accordance with the Following Business Day Convention with the Applicable Business Centers for the definition of "Business Day" being London and New York. For the avoidance of doubt the Fixed Coupon Amount payable on each Interest Payment Date shall remain unadjusted. (iii) Fixed Coupon Amount(s): a) For the Interest Payment Dates of 20 March, 2007 and 20 March, 2008 the Fixed Coupon Amount payable shall be: USD525.00 per USD10,000 in nominal amount b) For the Interest Payment Dates of 20 March, 2009 and 20 March, 2010 the Fixed Coupon Amount payable shall be: USD550.00 per USD10,000 in nominal amount c) For the Interest Payment Dates of March, 2011 and 20 March, 2012 the Fixed Coupon Amount payable shall be: USD600.00 per USD10,000 in nominal amount d) For the Interest Payment Date of 20 March, 2013 the Fixed Coupon Amount payable shall be: USD700.00 per USD10,000 in nominal amount (iv) Broken Amount(s): Not Applicable (v) Fixed Day Count Fraction: 30/360 (vi) Determination Dates: Not Applicable (vii) Other terms relating to the method Not Applicable of calculating interest for Fixed Rate Notes:16. Floating Rate Note Provisions (and to the Not Applicable extent applicable, Dual Currency Notes, Index Linked Notes, Partly Paid Notes and Installment Notes):17. Zero Coupon Note Provisions Not Applicable18. Index-Linked Interest Note/other variable- Not Applicable linked interest Note Provisions19. Dual Currency Note Provisions(5) Not Applicable PROVISIONS RELATING TO REDEMPTION 20. Call Option Applicable (i) Optional Redemption Date(s): Each Interest Payment Date from and including 20 March, 2007 up to and including 20 March, 2012 (each an "Optional Redemption Date"). (ii) Optional Redemption Amount(s) of USD10,000 per Note of USD10,000 Specified Denomination each Note and method, if any, of calculation of such amount(s): (iii) If redeemable in part: Not Applicable (a) Minimum Redemption Amount: Not Applicable (b) Maximum Redemption Amount: Not Applicable (iv) The applicable period for notice Not less than five (5) London and New York Business Days notice to to Noteholders (if different from the holder of the Notes prior to the Optional Redemption Date in that set out in Condition 5(d)): accordance with Condition 16. Any notice given to Euroclear and/or (6) Clearstream, Luxembourg in accordance with Condition 16 shall be deemed to have been given to the Noteholders on the second Business Day after notice is given to Euroclear and/or Clearstream, Luxembourg "London and New York Business Day" means a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in London and New York (v) The applicable period for notice Same as Condition 5(d) to the Agent (if different from that set out in Condition 5(d)): (6)21. Put Option Not Applicable22. Final Redemption Amount of each Note(5) USD10,000 per Note of USD10,000 Specified Denomination23. Early Redemption Amount Early Redemption Amount(s) of each Note Condition 5(f) applies payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: Bearer Notes: A temporary global Note in bearer form without Coupons will be deposited with a common depositary for Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") on or about March 20, 2006. This temporary global Note is exchangeable for a permanent global Note in bearer from not earlier than that date that is 40 days following completion of the distribution of the Notes upon certification of non-U.S. beneficial ownership. Thereafter, the permanent global Note is exchangeable for security printed definitive Notes only if (as described more fully in the Conditions) (a) there should be an Event of Default; (b) Euroclear, Clearstream, Luxembourg and any other relevant clearance system are all no longer willing or able to properly discharge their responsibilities and the Agent and TMCC are unable to locate a qualified successor (c) upon the election of TMCC; or (d) upon 90 days written notice of any Noteholder, all as set forth more fully in the Conditions.25. Financial Center(s) or other special Not Applicable provisions relating to Payment Dates:26. Talons for future Coupons or Receipts to be No attached to definitive Notes (and dates on which such Talons mature):27. Details relating to Partly Paid Notes: Not Applicable amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:28. Details relating to Installment Notes: Not Applicable amount of each installment, date on which each payment is to be made:29. Whether the Notes will be subject to No redenomination or exchange into euro:30. Further Issues and Consolidation: TMCC may from time to time, without the consent of the holders of Notes, Receipts or Coupons of this Series, create and issue further Notes of this Series having the same terms and conditions as the Notes (or the same terms and conditions save for the first payment of interest thereon and the Issue Date thereof) so that the same shall be consolidated and form a single Series with the outstanding Notes and references in the Conditions to "Notes" shall be construed accordingly.31. Other final terms: Not Applicable DISTRIBUTION 32. (i) If syndicated, names and addresses Not Applicable of Managers and underwriting commitments: (ii) Date of Syndicate Purchase Not Applicable Agreement: (iii) Stabilizing Manager(s) (if any): Not Applicable33. If non-syndicated, name and address of Merrill Lynch International Dealer: Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQ 34. Total commission and concession: Not Applicable35. Additional selling restrictions: Selling restrictions, including those applicable to the United States, European Economic Area and United Kingdom are set out in the Offering Circular and Appendix B to the Fifth Amended and Restated Program Agreement dated September 30, 2005 PART B-OTHER INFORMATION36. RISK FACTORS See Risk Factors" in the Offering Circular dated September 30, 200537. LISTING (i) Listing: None (ii) Admission to trading: Not Applicable38. RATINGS Program Ratings: For information on Program Ratings, see "General Information-Credit Ratings" in the Offering Circular dated September 30, 2005.39. NOTIFICATION Not Applicable 40. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save as discussed in "Subscription and Sale" in the Offering Circular, so far as TMCC is aware, no person involved in the offer of the Notes has an interest material to the offer. 41. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer As set forth in "Use of Proceeds" in the Offering Circular dated September 30, 2005. (ii) Estimated net proceeds: USD25,000,000 (iii) Estimated total expenses: None 42. YIELD a) 5.25 per cent. per annum for the period from and including the Indication of yield: Issue Date to but excluding 20 March, 2008; b) 5.50 per cent. per annum for the period from and including 20 March, 2008 to but excluding 20 March, 2010; c) 6.00 per cent. per annum for the period from and including 20 March, 2010 to but excluding 20 March, 2012; d) 7.00 per cent. per annum for the period from and including 20 March, 2012 to but excluding 20 March, 2013. As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 43. HISTORIC INTEREST RATES Not Applicable 44. PERFORMANCE OF INDEX/FORMULA/other variable, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING AND POST ISSUANCE INFORMATION Not Applicable 45. PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT Not Applicable OPERATIONAL INFORMATION 46. ISIN Code: XS024745643647. Common Code: 2474564348. Any clearing system(s) other than Euroclear Not Applicable Bank S.A./N.V. and Clearstream Banking Societe Anonyme and the relevant identification number(s):49. Delivery: Delivery against payment50. Names and addresses of additional Paying Not Applicable Agent(s) (if any): RESPONSIBILITY The Issuer accepts responsibility for the information contained in these FinalTerms. Signed on behalf of the Issuer: By: Duly authorized cc: JPMorgan Chase Bank, N.A. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Toyota Motor