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Pricing Supplement dated January 25, 1994
(To Prospectus dated September 1, 1992 and Rule 424 (b)(3)
Prospectus Supplements dated September 1, 1992 File No. 33-50674
and January 3, 1994)
TOYOTA MOTOR CREDIT CORPORATION
Medium-Term Note - Indexed
______________________________________________________________________________________
Face Amount: $20,000,000 Trade Date: January 25, 1994
Issue Price: 100% Original Issue Date: February 1, 1994
Interest Rate: 10.10% Net Proceeds to Issuer: $19,970,000
Interest Payment Dates: February 1, 1995 Agent's Discount or Commission: 0.15%
Stated Maturity Date: February 1, 1995
______________________________________________________________________________________
Calculation Agent: Morgan Guaranty Trust Company of New York
Day Count Convention:
[x] 30/360 for the period from February 1,1994 to February 1,1995
[ ] Actual/Actual for the period from to
[ ] Other (see attached) to
Redemption:
[x] The Notes cannot be redeemed prior to the Stated Maturity Date.
[ ] The Notes may be redeemed prior to Stated Maturity Date.
Initial Redemption Date:
Initial Redemption Percentage: %
Annual Redemption Percentage Reduction: % until Redemption
Percentage is 100% of the Principal Amount.
Repayment:
[x] The Notes cannot be repaid prior to the Stated Maturity Date.
[ ] The Notes can be repaid prior to the Stated Maturity Date at the option of
the holder of the Notes.
Optional Repayment Date(s):
Repayment Price: %
Currency:
Specified Currency: U.S. dollars
(If other than U.S. dollars, see attached)
Minimum Denominations:
(Applicable only if Specified Currency is other than U.S. dollars)
Original Issue Discount: [ ] Yes [x] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
Form: [x] Book-entry [ ] Certificated
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___________________________
J.P. Morgan Securities Inc.
ADDITIONAL TERMS OF THE NOTES
Principal Payment at Maturity
Principal payable on the Medium-Term Notes offered by
this Pricing Supplement (the "Indexed Principal Amount") will be
payable in U.S. dollars on the date of Maturity in an amount
determined in accordance with the following formula:
P x [100% minus (20% x [N/18])]
provided however, that in no event shall the Indexed Principal
amount be less than 80% of the Face Amount of the Notes.
For purposes of the foregoing formula:
P = The Face Amount of the Note
N = The number of times on which the GBP Swap Rate (as
defined below) on a Weekly Determination Date (as
defined below) is greater than 6.45% or less than
5.05%.
For purposes of these Notes, the following terms shall have
the following meanings:
"GBP Swap Rate" means the mid-market quotation for the
three-year Pound Sterling Swap Rate, expressed as a
percentage, as displayed on Telerate Page 42279 at
approximately 11:00 a.m. (London time) on the Weekly
Determination Date. If such mid-market rate does not appear
on Telerate Page 42279 at such time on the Weekly
Determination Date, "GBP Swap Rate" will mean the mid-market
quotation for the three-year Pound Sterling Swap Rate,
expressed as a percentage, as displayed on Reuters Page ICAQ
at approximately 11:00 a.m. (London time) on the Weekly
Determination Date. If such rate does not appear on Reuters
Page ICAQ at such time on the Weekly Determination Date, the
Calculation Agent will request the principal London offices
of each of the three Reference Dealers (as defined below) to
provide the Calculation Agent with its mid-market quotation
for the three-year Pound Sterling Swap Rate at approximately
12:00 p.m. (London time) on the Weekly Determination Date
and in an amount that is representative of a single
transaction for such Reference Dealer at such time. In such
case, "GBP Swap Rate" will be the arithmetic mean (rounded
to the second decimal place, rounding up if the third
decimal place, without regard to rounding, is five or higher
and otherwise truncating after the second decimal place) of
each Reference Dealer's mid-market quotation. In the event
the Calculation Agent is unable to obtain quotations from at
least three Reference Dealers, the GBP Swap Rate will be
determined by the Calculation Agent by such method as the
Calculation Agent determines, in good faith, in its sole
discretion.
"Reuter's Page ICAQ" means the display designated as Page
ICAQ on the Reuters Monitor Money Rates Service (or such
other page as may replace Page ICAQ on that service or such
other service as may be nominated as the information vendor
for the purpose of displayed quotations for three-year Pound
Sterling Swap Rate).
"Telerate Page 42279" means the display designated as Page
42279 on the Dow Jones Telerate Service (or such other page
as may replace Page 42279 on that service or such other
service as may be nominated as the information vendor for
the purpose of displaying quotations for the three-year
Pound Sterling Swap Rate).
"Weekly Determination Date" means Monday of each week,
beginning September 26, 1994 and ending January 23, 1995;
provided, however, that if a Weekly Determination Date falls
on a day which is not a Business Day, the Weekly
Determination Date will be the next succeeding Business Day.
"Calculation Agent" means Morgan Guaranty Trust Company of
New York. In the absence of manifest error, the
determination by the Calculation Agent of the Indexed
Principal Amount payable under the Notes shall be final and
binding on TMCC and the holders of the Notes.
"Business Day" means any day, other than a Saturday or
Sunday, that is a day on which commercial banks are
generally open for business (including dealings in foreign
exchange and foreign currency) in New York, New York and
London, England.
"Reference Dealers" means any major bank or banking
corporation in London, selected in good faith by the
Calculation Agent which will provide mid-market quotations
on the three-year Pound Sterling Swap Rate.
"Pound Sterling Swap Rate" means, in general, a mid-market
fixed-rate of interest that a hypothetical fixed-rate payor
would be prepared to pay under a constant maturity interest-
rate-swap or -exchange agreement, and for which such payor
would expect to receive, in return, a floating rate of
interest over a period of three years equal to the then-
prevailing six-month Pound Sterling LIBOR rate determined on
an Actual/365 day basis.
Historical Swap Rates
The table below sets forth the GBP Swap Rate on the
ending dates of the indicated calendar quarters. The
fluctuations in the GBP Swap Rate that have occurred in the past
are not necessarily indicative of fluctuations that may occur
over the term of the Notes, which may be greater or less than
those that have occurred in the past. The interest rate on the
Notes is unfavorably affected by the GBP Swap Rate being greater
than 6.45% or less than 5.05%. On January 25, the GBP Swap Rate
was 5.53%.
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Historical GBP Swap Rate
Year/Quarter GBP Swap Rate %
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1989: 1st Q 11.78%
2nd Q 12.43%
3rd Q 12.96%
4th Q 12.96%
1990: 1st Q 14.13%
2nd Q 12.95%
3rd Q 12.98%
4th Q 11.65%
1991: 1st Q 10.94%
2nd Q 10.79%
3rd Q 10.01%
4th Q 10.30%
1992: 1st Q 10.45%
2nd Q 9.43%
3rd Q 8.43%
4th Q 7.30%
1993: 1st Q 6.68%
2nd Q 6.75%
3rd Q 6.17%
4th Q 5.43%
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Certain U.S. Tax Considerations
The following is a summary of the principal U.S.
federal income tax consequences of ownership of the Notes. The
summary concerns initial U.S. Holders (as defined in the
Prospectus Supplement) who hold the Notes as capital assets and
does not deal with tax consequences to special classes of holders
such as dealers in securities or currencies, persons who hold the
Notes as a hedge against currency risks or who hedge any currency
risks of holding the Notes, tax-exempt investors, or U.S. Holders
whose functional currency is other than the U.S. dollar. The
discussion below is based upon the Internal Revenue Code of 1986,
as amended, and final, temporary and proposed U.S. Treasury
Regulations. Persons considering the purchase of the Notes
should consult with and rely solely upon their own tax advisors
concerning the application of U.S. federal income tax laws to
their particular situations as well as any consequences arising
under the laws of any other domestic or foreign taxing
jurisdiction.
Except where otherwise indicated below, this summary
supplements and, to the extent inconsistent, replaces the
discussion under the caption "United States Federal Taxation" in
the Prospectus Supplements.
General. There are no regulations (except the 1986
Proposed Regulations described below), published rulings or
judicial decisions involving the characterization, for United
States federal income tax purposes, of securities with terms
substantially the same as the Notes. Although the matter is not
entirely free from doubt and the Notes may be subject to
different characterizations by the Internal Revenue Service (the
"IRS"), this discussion assumes that the Notes will be treated as
debt in their entirety. The Company intends to treat the Notes
as debt obligations of the Company for United States federal
income tax purposes and when required, intends to file
information returns with the IRS in accordance with such
treatment in the absence of any change or clarification in the
law, by regulation or otherwise, requiring a different
characterization. If the Notes are not in fact treated as debt
obligations of the Company for United States federal income tax
purposes, then the United States federal income tax treatment of
the purchase, ownership and disposition of the Notes could differ
from that discussed below.
U.S. Holders. Under general principles of current
United States federal income tax law, payments of interest on a
debt instrument generally will be taxable to a U.S. Holder as
ordinary interest income at the time such payments are accrued or
are received in accordance with the U.S. Holder's regular method
of tax accounting. Although the matter is not free from doubt,
under the foregoing principles, the amount payable with respect
to a Note at the 10.10% Interest Rate (the "Interest Payments")
should be includible in income by a U.S. Holder as ordinary
interest at the time the Interest Payments are accrued or are
received in accordance with such holder's regular method of tax
accounting.
Under these same principles, upon retirement of a Note,
if the Indexed Principal Amount is equal to or less than the Face
Amount, then, under general principles of current United States
Federal income tax law, a Note should be treated as retired on
the Stated Maturity Date for an amount equal to the Indexed
Principal Amount. A U.S. Holder generally would recognize a
capital loss under such circumstances in an amount equal to the
excess of the U.S. Holder's tax basis in the Note (i.e., the Face
Amount) over the Indexed Principal Amount. Upon the sale or
exchange of a Note prior to the date of Maturity, a U.S. Holder
should recognize taxable gain or loss equal to the difference
between the amount realized upon such sale or exchange (other
than amounts representing accrued and unpaid interest) and the
Face Amount (i.e., the U.S. Holder's tax basis in the Note).
Such gain or loss generally should be short-term capital gain or
loss.
In 1986, the Treasury Department issued proposed
regulations (the "1986 Proposed Regulations") under the original
issue discount provisions of the Code concerning contingent
payment debt obligations. If the Notes were treated as
contingent payment debt obligations and if the 1986 Proposed
Regulations are ultimately adopted in their current form, such
regulations could apply to the Notes and would cause the timing
and character of income, gain or loss recognized on a Note to
differ from the timing and character of income, gain or loss
recognized on a Note discussed above.
The 1986 Proposed Regulations set forth a special set
of rules applicable to debt instruments that fail to provide for
total noncontingent payments at least equal to their issue price.
Under these rules, where the total non-contingent payments on a
debt instrument are less than its issue price, the debt
instrument will be treated as having contingent interest and
principal and payments on the Notes will be taxed as described
below regardless of whether such payments are designated as
"principal" or "interest." Applying these rules, if the sum of
the Interest Payments and the Indexed Principal Amount (the
"Total Redemption Amount") equals or exceeds the Face Amount,
then the Notes would be treated as having been retired on the
date of Maturity for an amount equal to the Face Amount. The
excess of the Total Redemption Amount over the Face Amount (the
"Excess Amount"), if any, would be treated as ordinary interest
and would be includible in income by a U.S. Holder on the date on
which the amount payable at maturity (i.e., the Indexed Principal
Amount) is determined, regardless of the U.S. Holder's regular
method of tax accounting. If, however, the Total Redemption
Amount is less than the Face Amount, then a U.S. Holder should
recognize a short-term capital loss under this set of rules in an
amount equal to the excess of the Face Amount over the Total
Redemption Amount.
There is no assurance that the 1986 Proposed
Regulations will be adopted or, if adopted, adopted in their
current form. On January 19, 1993, the Treasury Department
issued proposed regulations (the "1993 Proposed Regulations"),
concerning contingent payment debt obligations, which would have
replaced the 1986 Proposed Regulations and which would have
provided for a set of rules with respect to the timing and
character of income and loss recognition on contingent payment
debt obligations that differ from the rules contained in the 1986
Proposed Regulations with respect to the timing and character of
income and loss recognition. The 1993 Proposed Regulations,
which would have applied to debt instruments issued 60 days or
more after the date the 1993 Proposed Regulations became final,
generally provided for several alternative timing methods which
would have required annual interest accruals to reflect either a
market yield for the debt instrument, determined as of the issue
date, or a reasonable estimate of the performance of
contingencies. The amount of interest deemed to accrue in a
taxable year pursuant to such methods would have been currently
includible in income by a U.S. Holder, with subsequent
adjustments to the extent that the estimate of income was
incorrect. In addition, under the 1993 Proposed Regulations, any
gain realized on the sale, exchange or retirement of a contingent
payment debt obligation generally would have been treated
entirely as ordinary interest income and any loss realized on the
sale, exchange or retirement of a contingent payment debt
obligation generally would have been treated entirely as a
capital loss. However, on January 22, 1993, the United States
Government's Office of Management and Budget announced that
certain proposed regulations which had not yet been published in
the Federal Register, including the 1993 Proposed Regulations,
had been withdrawn. Accordingly, it is unclear whether the 1993
Proposed Regulations will be re-proposed or, if re-proposed, what
effect if any, such regulations would have on the Notes. It
should also be noted that proposed Treasury regulations are not
binding upon either the IRS or taxpayers prior to becoming
effective as temporary or final regulations. Prospective
investors in the Notes are urged to consult their own tax
advisors regarding the application of the 1986 Proposed
Regulations, if any, and the effect of possible changes to the
1986 Proposed Regulations.
