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Pricing Supplement dated February 15, 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: $30,000,000 Trade Date: February 15, 1994
Issue Price: 100% Original Issue Date: February 22, 1994
Interest Rate: 3.85% Net Proceeds to Issuer: $29,955,000
Interest Payment Dates: August 22, 1994 and Agent's Discount or Commission: 0.15%
February 22, 1995
Stated Maturity Date: February 22, 1995
______________________________________________________________________________________
Calculation Agent: Merrill Lynch Capital Services, Inc.
Day Count Convention:
[x] 30/360 for the period from February 22,1994 to February 22,1995
[ ] 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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___________________________
Merrill Lynch & Co.
ADDITIONAL TERMS OF THE NOTES
Interest
Interest on the Medium-Term Notes offered hereby (the
"Notes") will be paid at a fixed rate of 3.85% per annum.
Principal Payment at Maturity
Principal (the "Indexed Principal Amount") payable on
the Notes will be payable in U.S. dollars on the date of Maturity
in an amount determined in accordance with the following formula:
P + [P x 10 x (1.15% - LIBOR Change)]
provided however, that in no event shall the Indexed Principal
amount be less than 50% of the Face Amount of the Notes.
The Notes will be issued in minimum denominations of
$1,000,000 and integral multiples of $1,000,000 in excess
thereof.
The holders of the Notes may exercise an option (the
"Principal Lock Option") to "lock in" the LIBOR Change component
of the above formula in accordance with the terms of the
following paragraph. The exercise of the Principal Lock Option
shall be binding and irrevocable.
The Principal Lock Option may only be exercised through
written notice, delivered to the Calculation Agent, signed by or
on behalf of all the holders of the Notes. The notice to
exercise the Principal Lock Option must be delivered to the
Calculation Agent on a Business Day that is subsequent to April
22, 1994 but is at least two Business Days prior to the Stated
Maturity Date (such delivery date being the "Notice Date"). The
notice must indicate the date on which the Swap Rate Lock Option
is to be exercised (the "Exercise Date"). The Exercise Date must
be a Business Day, must be at least two Business Days after the
Notice Date and must be no later than the Stated Maturity Date.
For purposes of the Notes, the following terms shall
have the following meaning:
"P" means the Face Amount of the Notes.
If the Principal Lock Option is not exercised, "LIBOR
Change" means the absolute value of the difference between
(i) the Starting LIBOR Rate and (ii) the arithmetic mean
(rounded to the nearest one hundred-thousandth of a
percentage point, with five one millionths of a percentage
point rounded upwards) of 3-month LIBOR for U.S. dollar
deposits for each of the Daily Business Dates, expressed as
a percentage, as displayed on Telerate Page 3750 at
approximately 11:00 a.m. (London time) on the Daily Business
Date. If such rate does not appear on Telerate Page 3750 at
such time on any of the Daily Business Dates, the
Calculation Agent will request the principal London offices
of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for
U.S. dollar deposits, to prime banks in the London interbank
market at approximately 11:00 a.m. London time, on such
Daily Business Date, for a period of three months and in a
principal amount that is representative for a single
transaction in U.S. dollar deposits in such market at such
time. If at least two such quotations are provided, 3-
month LIBOR for U.S. dollar deposits on such Daily Business
Date will be the arithmetic mean of such quotations (rounded
as provided above). If fewer than two quotations are
provided, the Calculation Agent will request the principal
New York offices of each of three major reference banks in
the New York interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its
offered quotation for loans in U.S. dollars for a period of
three months to leading European banks at approximately
11:00 a.m., New York time on the Daily Business Date and in
a principal amount that is representative for a single
transaction in such market at such time. If at least two
such quotations are provided, 3-month LIBOR for U.S. dollar
deposits will be the arithmetic mean of such quotations
(rounded as provided above). If fewer than two quotations
are provided, 3-month LIBOR for such Daily Business Date
will be determined by the Calculation Agent by such method
as the Calculation Agent determines, in good faith, in its
sole discretion.
If the Principal Lock Option is exercised, "LIBOR Change"
means the absolute value of the difference between (i) the
Starting LIBOR Rate and (ii) the forward 3-month LIBOR rate
for U.S. dollar deposits for delivery on the Stated Maturity
Date, expressed as a percentage, as determined by the
Calculation Agent by such method as the Calculation Agent
determines, in good faith, in its sole discretion.
"Starting LIBOR Rate" shall means 3.5625%.
"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 the 3-month LIBOR
rate for U.S. dollar deposits).
"Daily Business Dates" means each of the last five Business
Days of the period ending and including February 17, 1995.
"Calculation Agent" means Merrill Lynch Capital Services,
Inc. 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.
In the event the Principal Lock Option is not exercised
and the maturity of the Notes is accelerated due to an Event of
Default, the Calculation Agent shall determine the LIBOR Change
component as if the Principal Rate Lock Option had been exercised
and the date of Maturity had been designated as the Exercise
Date.
Certain U.S. 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. The discussion below is based upon the Internal Revenue
Code of 1986, as amended, and final, temporary and proposed
United States Treasury Regulations. Persons considering the
purchase of 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.
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.
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 3.85% 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,
the excess of the Indexed Principal Amount over the Face Amount,
if any, would be treated as contingent interest and generally
would be includible in income by a U.S. Holder as ordinary
interest on the date that the Indexed Principal Amount is accrued
(i.e., determined) or when such amount is received (in accordance
with the U.S. Holder's regular method of tax accounting).
However, if upon maturity 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 noncontingent 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, the Interest
Payments are treated as a return of principal. Then, if the sum
of the Interest Payments and the Indexed Principal Amount (the
"Total Redemption Amount") equals or exceeds the Face Amount, 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
Indexed Principal Amount is determined, regardless of the U.S.
Holder's regular method of tax accounting. Under these rules, if
the Total Redemption Amount is less than the Face Amount, then a
U.S. Holder should recognize a short-term capital loss in an
amount equal to the excess of the Face Amount over the Total
Redemption Amount.
Moreover, applying the 1986 Proposed Regulations, in
the event that the Principal Lock Option is exercised six months
or more prior to the Stated Maturity Date, an amount equal to the
excess of the Indexed Principal Amount over the present value
(determined by using a discount rate equal to the short-term
applicable federal rate in effect on the Original Issue Date) of
the Indexed Principal Amount (the "Discounted Indexed Principal
Amount") should be treated as original issue discount and a U.S.
Holder should be required to include such discount into income
under a constant yield method over the remaining term of the
Note. In addition, under such circumstances, if the sum of the
Interest Payments and the Discounted Indexed Principal Amount
exceeds the Face Amount, then such excess should be includible in
income by a U.S. Holder as ordinary interest on the date that the
Indexed Principal Amount became fixed (regardless of the U.S.
Holder's regular method of tax accounting) and the Note would be
treated as having been retired on the Stated Maturity Date for an
amount equal to the Face Amount. If, however, the sum of the
Interest Payments and the Discounted Indexed Principal Amount is
less than or equal to the Face Amount, the Note would be treated
as having been retired on the Stated Maturity Date for an amount
equal to the sum of the Interest Payments and the Discounted
Indexed Principal Amount.
There is no assurance that the 1986 Proposed
Regulations will be adopted or, if adopted, adopted in their
current form to apply to short term obligations such as the
Notes. 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 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.
