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Pricing Supplement dated February 15, 1994 Rule 424(b)(3)
(To Prospectus dated September 1, 1992 and File No. 33-50674
Prospectus Supplements dated September 1, 1992
and January 3, 1994)
TOYOTA MOTOR CREDIT CORPORATION
Medium-Term Note - Floating Rate
______________________________________________________________________________________
Principal Amount: $25,000,000 Trade Date: February 15, 1994
Issue Price: 100% Original Issue Date: February 23, 1994
Initial Interest Rate: 5.60% Net Proceeds to Issuer: $25,000,000
Interest Payment Period: Quarterly Discount or Commission: 0.0%
Stated Maturity Date: May 23, 1996
______________________________________________________________________________________
Calculation Agent: Sumitomo Bank Capital Markets, Inc.
Interest Calculation:
[ ] Regular Floating Rate Note [ ] Floating Rate/Fixed Rate Note
[ ] Inverse Floating Rate Note (Fixed Rate Commencement
(Fixed Interest Rate): Date):
[X] Other Floating Rate Note (Fixed Interest Rate):
(see attached)
Interest Rate Basis: [ ] CD Rate [ ] Commercial Paper Rate
[ ] Eleventh District Cost of Funds Rate [ ] Federal Funds Rate
[ ] LIBOR [ ] Treasury Rate [X] Other (see attached)
If LIBOR, Designated LIBOR Page: [ ] Reuters Page:
[ ] Telerate Page: 3750
Initial Interest Reset Date: May 23, 1994 Spread (+/-): N/A
Interest Rate Reset Period: See attached Spread Multiplier: N/A
Addendum
Interest Reset Dates: February 23, May 23, Maximum Interest Rate: 5.60%
August 23, November 23 Minimum Interest Rate: 0%
Interest Payment Dates: February 23, Index Maturity: N/A
May 23, August 23, November 23, Index Currency: U.S. dollars
commencing May 23, 1994
Day Count Convention:
[X] 30/360 for the period from 2/23/94 to and including 5/23/96
[ ] Actual/360 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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___________________________
Williams Financial Markets
a division of Jefferies
& Company, Inc.
ADDITIONAL TERMS OF THE NOTES
Interest Rate
The interest rate payable with respect to the Medium-
Term Notes offered by this Pricing Supplement (the "Notes) for
the period from and including the Original Issue Date to but
excluding the first Interest Payment Date will be 5.60% per
annum. The per annum interest rate payable with respect to the
Notes for each subsequent Interest Payment Date will be
calculated in accordance with the following formula:
5.60% x (N/D)
where N = The actual number of Business Days in the period
from and including the second preceding Interest
Payment Date prior to such Interest Payment Date
(or from and including the Original Issue Date
with respect to the second Interest Payment Date)
to, but excluding, the preceding Interest Payment
Date prior to such Interest Payment Date, on which
the Index Spread for each such day was less than
the Cap Strike Percentage.
D = The actual number of Business Days in the period
from and including the second preceding Interest
Payment Date prior to such Interest Payment Date
(or from and including the Original Issue Date
with respect to the second Interest Payment Date)
to, but excluding, the preceding Interest Payment
Date prior to such Interest Payment Date.
Notwithstanding anything in the Prospectus or the
Prospectus Supplements to the contrary, interest payments on the
Notes will equal the amount of interest accrued from and
including the next preceding Interest Payment Date in respect of
which interest has been paid (or from and including the date of
issue, if no interest has been paid with respect to the Notes),
to but excluding the related Interest Payment Date.
For purposes of the Notes, the following terms shall
have the following meanings:
"Index Spread" for any Business Day means the JPY Swap Rate
for such day minus JPY LIBOR for such day.
"JPY Swap Rate" for any Business Day means the mid-market
quotation for the 3-year Japanese Yen Swap Rate, expressed
as a percentage, as displayed on Telerate Page 42283 under
the heading "MEAN" at approximately 11:00 a.m. (London time)
on that Business Day. If such mid-market rate does not
appear on Telerate Page 42283 at such time on a Business
Day, "JPY Swap Rate" will mean the arithmetic mean (rounded
to the nearest one hundred-thousandth of a percentage point,
with five one-millionths of a percentage point rounded
upward) of all of the mid-market quotations for the 3-year
Japanese Yen Swap Rate, expressed as a percentage, displayed
on Telerate Page 17143 at approximately 11:00 a.m. (London
time) on that Business Day. If such rates do not appear on
Telerate Page 17143 at such time on a Business Day, the
Calculation Agent will request the principal London offices
of each of three Reference Dealers (as defined below) to
provide the Calculation Agent with its mid-market quotation
for the 3-year Japanese Yen Swap Rate at approximately 12:00
p.m. (London time) on the Business Day and in an amount that
is representative of a single transaction for such Reference
Dealer at such time. In such case, "JPY Swap Rate" will be
the arithmetic mean (rounded to the nearest one hundred-
thousandth of a percentage point, with five one-millionths
of a percentage point rounded upward) 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 JPY Swap Rate will be determined by
the Calculation Agent by such method as the Calculation
Agent determines, in good faith, in its sole discretion.
"Telerate Page 42283 means the display designated as Page
42283 on the Dow Jones Telerate Service (or such other page
as may replace Page 42283 on that service or such other
service as may be nominated as the information vendor for
the purpose of displaying quotations for the 3-year Japanese
Yen Swap Rate).
"Telerate Page 17143" means the display designated as Page
17143 on the Dow Jones Telerate Service (or such other page
as may replace Page 17143 on that service or such other
service as may be nominated as the information vendor for
the purpose of displaying quotations for the 3-year Japanese
Yen Swap).
"Telerate Page 3750" means the display designated as Page
3750 on the Dow Jones Telerate Service (or such other page
as may replace Page 3750 on that service or such other
service as may be nominated as the information vendor for
the purpose of displaying quotations for 3-month JPY LIBOR).
"Calculation Agent" means Sumitomo Bank Capital Markets,
Inc. In the absence of manifest error, the determination by
the Calculation Agent of the interest payable on 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,
London, England and Tokyo, Japan.
"Reference Dealer" 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 Japanese Yen Swap Rate or JYP LIBOR, as applicable.
"Japanese Yen 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 three-month Japanese Yen LIBOR determined on an
Actual/365 day basis.
"JPY LIBOR" for any Business Day means 3-month LIBOR for
deposits in Yen, as displayed on Telerate Page 3750 at
approximately 11:00 a.m. (London time) on such Business Day.
If such rate does not appear on Telerate Page 3750 at such
time on a Business Day, the Calculation Agent will request
the principal London offices of each of three Reference
Dealers to provide the Calculation Agent with the rates at
which deposits in Yen are offered by the Reference Dealers
to prime banks in the London interbank market for a period
of three months at approximately 11:00 a.m. (London time) on
such Business Day in an amount that is representative of a
single transaction for such Reference Dealers at such time.
In such case, "JPY LIBOR" will be the arithmetic mean
(rounded to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage
point rounded upward) of each Reference Dealer's offered
quotation. In the event the Calculation Agent is unable to
obtain quotations from at least two Reference Dealers, "JPY
LIBOR" for such Business Day will be the arithmetic mean
(rounded to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage
point rounded upward) of the rates quoted by major banks in
Tokyo, selected by the Calculation Agent, at approximately
11:00 a.m., Tokyo time on such Business Day for loans in Yen
for a period of three months to leading European banks in an
amount that is representative of a single transaction for
such Reference Dealers at such time.
"Cap Strike Percentage" means for any Business Day, the
applicable percentage set forth in the following chart:
Cap Strike Percentage
from and including 2/23/94 to but excluding 5/23/94:0.60%
from and including 5/23/94 to but excluding 8/23/94:0.90%
from and including 8/23/94 to but excluding 11/23/94:1.10%
from and including 11/23/94 to but excluding 2/23/95:1.10%
from and including 2/23/95 to but excluding 5/23/95:1.10%
from and including 5/23/95 to but excluding 8/23/95:1.10%
from and including 8/23/95 to but excluding 11/23/95:1.10%
from and including 11/23/95 to but excluding 2/23/96:1.10%
"Historical Swap Rates
The table below sets forth the JPY Swap Rate on the
ending dates of the indicated calendar quarters as reported by
Bloomberg Capital Markets L.P. The fluctuations in the JPY 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 increases in the Index Spread. On February 15, 1994
the JPY Swap Rate as reported by Bloomberg Capital Markets L.P.
was .3325%.
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Historical JPY Swap Rate
Year/Quarter JPY Swap Rate %
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1989: 1st Q 5.20%
2nd Q 5.42%
3rd Q 5.53%
4th Q 6.66%
1990: 1st Q 7.70%
2nd Q 7.38%
3rd Q 8.71%
4th Q 7.32%
1991: 1st Q 7.32%
2nd Q 7.43%
3rd Q 6.14%
4th Q 5.52%
1992: 1st Q 5.42%
2nd Q 4.95%
3rd Q 4.30%
4th Q 4.16%
1993: 1st Q 4.12%
2nd Q 3.99%
3rd Q 3.13%
4th Q 2.14%
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Plan of Distribution
Williams Financial Markets, a division of Jefferies &
Company, Inc. ("Williams"), acting as principal, has agreed to
purchase and TMCC has agreed to sell the Notes for resale from
time to time to one or more investors in one or more negotiated
transactions or otherwise at a price or prices to be determined
at the time of resale.
Under the terms and conditions of the Distribution
Agreement, as supplemented by the terms of an Appointment
Agreement between Williams and TMCC, Williams is committed to
take and pay for all of the Notes offered hereby if any are
taken.
Certain United States Tax Considerations
The following is a summary of the principal United
States federal income tax consequences of ownership of the Notes.
The summary concerns initial U.S. Holders (as defined in the
Prospectus Supplements) 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 United States dollar.
Prospective investors in the Notes should consult with and rely
solely upon their own tax advisors concerning the application of
United States 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.
The discussion below is based upon the Internal Revenue
Code of 1986, as amended (the "Code"), and final, temporary and
proposed United States Treasury regulations, including final
Treasury regulations issued under the original issue discount
("OID") provisions of the Code (the "OID Regulations") published
in the Federal Register on February 2, 1994. Although the OID
Regulations apply only to debt instruments issued on or after
April 4, 1994, they provide that taxpayers may rely on them for
debt instruments issued after December 21, 1992.
Except where otherwise indicated below, this summary
supplements and, to the extent inconsistent, replaces the
discussion under the caption "United States Taxation" in the
Prospectus Supplements.
U.S. Holders. Coupon payments on the Notes are based
on a formula that is dependent on fluctuations in the JPY Swap
Rate and the JPY LIBOR Rate for each Business Day during the
relevant period, and effectively includes restrictions on the
maximum and minimum interest rates payable on the Notes. Under
general principles of current United States federal income tax
law, interest payable on the Notes should be includible in income
by a U.S. Holder at the time the coupon payments are accrued
(i.e., determined) or received, in accordance with such Holder's
regular method of tax accounting.
Under the OID Regulations, the Notes will not qualify
as "variable rate debt instruments," and therefore will be
treated as contingent payment debt obligations. In 1986, the
Treasury Department issued proposed regulations (the "1986
Proposed Regulations") under the OID provisions of the Code
concerning contingent payment debt obligations. Applying the
1986 Proposed Regulations to the Notes, since the amount payable
upon redemption of the Notes is equal to the issue price of the
Notes, the Notes will not be treated as having contingent
principal, nor as being issued with OID. Moreover, the 1986
Proposed Regulations provide that a U.S. Holder must include the
interest in such Holder's gross income in the year the coupon
payments become fixed, regardless of such Holder's normal method
of accounting for tax purposes.
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. 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. It should be noted
that proposed Treasury regulations are not binding upon either
the Internal Revenue Service or taxpayers prior to becoming
effective as temporary or final regulations. Accordingly,
prospective investors in the Notes are urged to consult their own
tax advisors regarding the application, if any, of the 1986
Proposed Regulations to the Notes and the effect of possible
changes to the 1986 Proposed Regulations.
