27th Jan 2006 17:27
Toyota Motor Credit Corp27 January 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. 356 Japanese Yen 4,400,000,000 Step-Up Fixed Rate Notes due 2018 _________________________ Issue price: 100 per cent. _________________________ Nomura International plc The date of these Final Terms is 30th January, 2006 Final Terms Dated 30th January, 2006 Toyota Motor Credit Corporation Issue of JPY 4,400,000,000 Step-Up Fixed Rate Notes due 2018 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 and the Supplementary Prospectus dated November 15, 2005including all documents incorporated by reference therein. Full information onthe Issuer and the offer of the Notes is only available on the basis of thecombination of these Final Terms, the Base Prospectus dated September 30, 2005and the Supplementary Prospectus dated November 15, 2005. The Base Prospectusdated September 30, 2005 and the Supplementary Prospectus dated November 15,2005 are available for viewing and copies may be obtained from the principaloffice in London, England of JPMorgan Chase Bank, N.A., the issuing andprincipal paying agent for the Notes, at Trinity Tower, 9 Thomas 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 Corporation 2. (i) Series Number: 356 3. Specified Currency (or Currencies in the Japanese Yen ("JPY") case of Dual Currency Notes): 4. Aggregate Nominal Amount: JPY 4,400,000,000 5. Issue Price: 100.00 per cent of the Aggregate Nominal Amount 6. Specified Denominations: JPY 100,000,000 7. Issue Date: 30th January, 2006 8. Maturity Date: 30th January, 2018 9. Interest Basis: Step-Up Fixed Rate (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest Basis or Redemption/ Not Applicable Payment Basis: 12. Put/Call Options: Call Option (further particulars specified below) 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 of See "General Information-Authorization" section of the Notes and Credit Support obtained: Offering Circular for all the relevant board approval dates for the Program 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 Rate(s) of Interest: The Interest Rate and Interest Amount per Denomination ("I") for each Interest Period shall be an amount calculated by the Agent in accordance with the following formula, provided that the resultant figure of the formula shall be rounded to the nearest whole JPY, half a JPY being rounded upwards and shall never be less than zero: I = JPY 100,000,000 x Interest Rate x Day Count Fraction Where: The Interest Rate for the relevant Interest Period and the Interest Amount per Denomination payable on the Interest Payment Date for the relevant Interest Period shall be as set out below: Interest Period: Interest Rate (per Interest Amount cent. per annum): per Denomination (JPY): From and including 30th 1.50 750,000 January, 2006 to but excluding 30th January, 2010 From and including 30th 1.90 950,000 January, 2010 to but excluding 30th January, 2014 From and including 30th 2.30 1,150,000 January, 2014 to but excluding 30th January, 2018 (ii) Interest Payment Date(s): 30th January and 30th July in each year from and including 30th July, 2006 to and including the Maturity Date, adjusted in accordance with the Modified Following Business Day Convention, with the Applicable Business Centers for the definition of "Business Day" being Tokyo, London and New York. For the avoidance of doubt, the Fixed Coupon Amount for each Interest Payment Date shall remain unadjusted. (iii) Fixed Coupon Amount(s): Please see item 15(i) above (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 Applicable 18. Index-Linked Interest Note/other variable- Not Applicable linked interest Note Provisions 19. Dual Currency Note Provisions Not Applicable PROVISIONS RELATING TO REDEMPTION 20. Call Option Applicable (i) Optional Redemption Date(s): Each Interest Payment Date from and including 30th January, 2007 to and including 30th July, 2017 (each an "Optional Redemption Date") (ii) Optional Redemption Amount(s) of JPY 100,000,000 per Note of JPY 100,000,000 each Note and method, if any, of specified denomination calculation of such amount(s): (iii) If redeemable in part: (a) Minimum Redemption Amount: Not Applicable (b) Maximum Redemption Amount: Not Applicable (iv) The applicable period for notice Not less than 10 Tokyo, London and New York to Noteholders (if different from Business Days notice to the holder of the Notes that set out in Condition 5(d)): prior to the Optional Redemption Date in accordance with Condition 16. Any notice given to Euroclear and/or 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 "Tokyo, 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 Tokyo, 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)):21. Put Option Not Applicable 22. Final Redemption Amount of each Note JPY 100,000,000 per Note of JPY 100,000,000 specified denomination23. Early Redemption Amount Early Redemption Amount(s) of each Note As set out in Condition 5(f) 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 January 30, 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 If the date for payment of any amount is not a provisions relating to Payment Dates: Payment Business Day in a place of presentation, the holder thereof shall not be entitled to payment until the next following Payment Business Day, "Payment Business Day" means any day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the relevant place of presentation, Tokyo, London and New York. 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: amount Not Applicable 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: amount Not Applicable 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 Not Applicable addresses of Managers and underwriting commitments: (ii) Date of Syndicate Purchase Not Applicable Agreement: (iii) Stabilizing Manager(s) (if any): Not Applicable 33. If non-syndicated, name and address of Nomura International plc Dealer: Nomura House 1 St Martin's-le-Grand London EC1A 4NP 34. Total commission and concession: Not Applicable 35. Additional selling restrictions: Selling restrictions, including those applicable to the United States, European Economic Area, United Kingdom and Japan 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 INFORMATION 36. RISK FACTORS Not Applicable 37. LISTING (i) Listing: None (ii) Admission to trading: Not Applicable 38. 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 a 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: JPY 4,400,000,000 (iii) Estimated total expenses: Not Applicable 42. Fixed Rate Notes only-YIELD Please refer to the Interest Rates as set out in section 15 Indication of yield: (i). 43. Floating Rate Notes only-HISTORIC INTEREST RATES Not Applicable 44. Index-Linked or other variable-linked Notes only-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. Dual Currency Notes only-PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT Not Applicable OPERATIONAL INFORMATION 46. ISIN Code: XS0241418887 47. Common Code: 024141888 48. 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 payment 50. 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