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Pricing Supplement dated May 31, 1995
(To Prospectus dated March 9, 1994 and Rule 424 (b)(3)
Prospectus Supplement dated March 9, 1994) File No. 33-52359
TOYOTA MOTOR CREDIT CORPORATION
Medium-Term Note - Indexed
___________________________________________________________________
Face Amount: $15,750,000 Trade Date: May 31, 1995
Issue Price: 100% Original Issue Date: June 9, 1995
Interest Rate: 0.00% Net Proceeds to Issuer: $15,726,375
Interest Payment Date: Not Applicable Agent's Discount or Commission: .15%
Stated Maturity Date: July 9, 1996
_____________________________________________________________________
Calculation Agent: Goldman, Sachs & Co.
Day Count Convention: Not Applicable
[ ] 30/360 for the period from to
[ ] 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
___________________________
An investment in the Notes to which this Pricing Supplement
relates presents certain risks that should be carefully
considered by investors, including that up to 50% of
the face amount of the Notes will be placed at risk from movements
in the exchange rate for U.S. dollars in exchange for Japanese yen.
See" Risk Factors."
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Goldman, Sachs & Co.
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ADDITIONAL TERMS OF THE NOTES
As described below, the exchange rate of the Japanese yen
relative to the U.S. dollar will determine the principal amount payable
at Maturity. On June 5, 1995, the spot exchange rate for U.S. dollars
in exchange for Japanese yen (expressed in terms of Japanese yen per
U.S. dollar) was 84.54, as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected
Interest Rates" under the heading "Yen/dollar Exchange Rate". For
further information as to the relative exchange rate of the Japanese
yen to the U.S. dollar, see "Risk Factors -- Exchange Rates" and
"Historical Data" below. For information concerning certain of the
risks attendant to a purchase of the Notes, see "Risk Factors" below.
For certain financial and tax consequences to holders of the Notes, see
"Hypothetical Indexed Principal Amounts" and "Certain U.S. Tax
Considerations" below.
The Notes will be issued as a global security in denominations
of U.S. $100,000 and any integral multiple of U.S. $1,000 in excess
thereof.
Principal Payment at Maturity
Principal (the "Indexed Principal Amount") payable on the Notes
offered by this Pricing Supplement (the "Notes") will be payable in
U.S. dollars on the date of Maturity in an amount determined in
accordance with the following formula:
Face Amount x [1 + ((Fx - 74.55) / Fx)]
provided, however, that the payment in respect of the Indexed Principal
Amount shall in no event be less than 50% of the Face Amount.
In calculating the Fx and the Indexed Principal Amount, the Calculation
Agent will round to the nearest one hundredth of a percentage point,
with five one thousandth of a percentage point rounded upwards (e.g.
62.875% (or .62875) would be rounded to 62.88% (or .6288)), and all
dollar amounts used in or resulting from any calculation in respect of
the Notes will be rounded to the nearest cent (with one-half cent being
rounded upward).
For purposes of the Notes, the following terms shall have the
following meanings:
"Fx" means the spot bid exchange rate for U.S. dollars in
exchange for Japanese yen (as expressed in terms of Japanese
yen per one U.S. dollar) as quoted by the Calculation Agent at
approximately 10:00 a.m., New York City time on the
Determination Date.
"Calculation Agent" means Goldman, Sachs & Co. TMCC has
appointed Goldman, Sachs & Co. as Calculation Agent for the
purpose of making the determination of the Fx rate. If any then
acting Calculation Agent is unable to act as such, TMCC will
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appoint another agent to act as Calculation Agent; provided
that such replacement Calculation Agent shall be a major U.S.
money center bank with its principal offices in New York City.
All determinations made by the Calculation Agent shall be at
its sole discretion and, in the absence of manifest error,
shall be conclusive for all purposes and binding on TMCC and
the holders of the Notes.
"Determination Date" means (i) July 5, 1996, if the date of
Maturity is the Stated Maturity Date, provided such date is a
New York and Tokyo Business Day; otherwise, the first New York
and Tokyo Business Day preceding July 5, 1996; and (ii) the
second New York and Tokyo Business Day prior to the date of
Maturity, if the date of Maturity is other than the Stated
Maturity Date.
"New York and Tokyo 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 both New York, New York and
Tokyo, Japan.
"Maturity" means the date on which the principal of the Notes
becomes due and payable, whether at the Stated Maturity Date or
by declaration of acceleration or otherwise.
RISK FACTORS
General
The Notes are speculative in nature and involve a high degree
of risk. An investment in Notes indexed to an exchange rate entails
significant risks that are not associated with similar investments in a
conventional fixed-rate debt security. The Notes are financial
instruments that are suitable only for sophisticated investors who are
experienced with respect to derivatives and derivative transactions.
The credit ratings assigned to TMCC's Medium-Term Note Program are
reflective of TMCC's credit status and, in no way, are reflective of
the potential impact of the factors discussed below, or any other
factors, on the market value of the Notes. Accordingly, prospective
investors should consult their own financial and legal advisors as to
the risks entailed by an investment in the Notes and the suitability of
such Notes in light of their particular circumstances. For further
information, see "Description of Notes -- Indexed Notes" in the
accompanying Prospectus Supplement.
Loss of Principal
Up to 50% of the Face Amount of the Notes will be placed at
risk from movements in the exchange rate for U.S. dollars in exchange
for Japanese yen. (See, Risk Factors -- Exchange Rates", "Hypothetical
Indexed Principal Amounts" and "Historical Data", below.) The
aggregate Indexed Principal Amount of the Notes at Maturity may be
equal to, greater than, or less than (subject to a minimum of 50% of)
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the $15,750,000 Face Amount of the Notes. The actual Indexed Principal
Amount of the Notes will be determined by applying the formula set
forth under "Principal Payment at Maturity" to the Face Amount of the
Notes and will depend on the exchange rate of the Japanese yen relative
to the U.S. dollar as of the Determination Date. In addition, because
the Notes will not bear interest, a holder's entire return on the Notes
will depend on the application of the formula. For these reasons,
holders of Notes should be prepared to sustain a substantial loss of
the purchase price of the Notes (and their ultimate return) if the
exchange rate moves in a direction adverse to the holders of Notes.
Exchange Rates
Holders of Notes will receive an Indexed Principal Amount that will
be affected by changes in the rate of exchange of the Japanese yen
relative to the U.S. dollar. Such changes may be significant. (See,
"Historical Data", below.)
The Japanese yen/U.S. dollar exchange rate is a function of the
supply of and the demand for the applicable currencies. Changes in the
exchange rate over time result from the interaction of many factors
over which TMCC has no control, including but not limited to, the
relative rates of inflation, interest rate levels, commodity prices,
the balance of payments between the United States and Japan and other
countries and the extent of governmental surpluses or deficits in Japan
and the United States. In addition, the exchange rate can also be
affected by actual or potential trade disputes between the United
States and Japan, including without limitation, the United States'
recent threatened imposition of 100% tariffs on certain vehicles
imported into the United States from Japan. All such factors are
sensitive to the monetary, fiscal and trade policies pursued by the
governments of the United States and Japan, as well as of other
countries important to international trade and finance. The imposition
or modification of foreign exchange controls by Japan or the United
States also could affect exchange rates.
In recent years, exchange rates (including the Japanese
yen/U.S. dollar exchange rate) have been highly volatile and such
volatility may be expected to continue in the future. Fluctuations and
trends in the Japanese yen/U.S. dollar exchange rate that have occurred
in the past are not necessarily indicative, however, of fluctuations
that may occur in the future.
Illiquidity of Notes; Secondary Trading in the Notes
The Notes are a new issue of securities with no established
trading market. The Notes will not be traded on any exchange and there
can be no assurance that a secondary market for the Notes will develop
or, if developed, will continue or be liquid. Even if a market develops
for the Notes, it is expected that transaction costs in any such
secondary market will be high. As a result, if Goldman, Sachs & Co.
makes a market in the Notes, which it is not obligated to do, the
spread between bid and asked prices for Notes may be substantial.
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The secondary market for the Notes will be effected by a number
of factors independent of the creditworthiness of TMCC, including the
volatility of the Japanese yen/U.S. dollar exchange rate, the time
remaining to Maturity of the Notes, the amount of other securities
linked to the Japanese yen/U.S. dollar exchange rate and the level,
direction and volatility of market interest rates generally. Such
factors also will affect the market value of the Notes. Accordingly,
holders of Notes may not be able to sell Notes readily or at prices
that will enable holders to realize their anticipated yield. No
investor should purchase Notes unless such investor understands and is
able to bear the risk that the Notes may not be readily saleable, that
the value of the Notes will fluctuate over time and that such
fluctuations may be significant.
Conflicts of Interest
The Calculation Agent and its affiliates engage in trading
financial instruments whose value is affected by the Japanese yen/U.S.
dollar exchange rate for their proprietary accounts and may trade for
other accounts under their management. Such activities could have an
effect on the spot bid exchange rate for U.S. dollars in exchange for
Japanese yen quoted by the Calculation Agent (used to determine the Fx
rate and, in turn, the Indexed Principal Amount) and on the underlying
markets. In addition, an affiliate of the Calculation Agent will enter
into a swap transaction with TMCC to hedge TMCC's exposure with respect
to the Notes and, depending on market movements with respect to the
Japanese yen/U.S. dollar exchange rate, may be obligated to pay certain
amounts to TMCC with respect to the swap. As a result, the Calculation
Agent may have a conflict of interest to the extent that the
Calculation Agent's trading activities or the determinations made by
the Calculation Agent in respect to the Notes affects the payments due
to or from the Calculation Agent's affiliate under the related swap
transaction or the value of the investments held by the Calculation
Agent's proprietary or managed accounts.
HYPOTHETICAL INDEXED PRINCIPAL AMOUNTS
The following table illustrates the percentage of the Indexed
Principal Amount that would be payable at Maturity if the hypothetical
Fx rates set forth below were in effect on the Determination Date and
were used to calculate the Indexed Principal Amount at Maturity. The
information presented in this table is furnished solely for purposes of
illustration, and no representation is made that the actual Fx rate
with respect to the Notes will be equal to, less than or greater than
any of the hypothetical Fx values indicated.
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Percentage of Face Amount
Fx Rate Payable at Maturity
49.70 50.00%
50.00 50.90%
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THE FOREGOING TABLE IS ILLUSTRATIVE ONLY. NO REPRESENTATION IS
MADE AS TO WHAT THE FX RATE OR INDEXED PRINCIPAL AMOUNT FOR THE NOTES
WILL BE.
The actual amount received at Maturity will depend upon the
Japanese yen/U.S. dollar exchange rate in effect on the Determination
Date compared to 74.55. Historical data regarding the Japanese yen/U.S.
dollar exchange rate for the period indicated is set forth below.
Historical Data
The table below sets forth for each of the dates listed, the
Japanese yen/U.S. dollar exchange rate spot market midpoint consensus
as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" under the
heading "Yen/dollar Exchange Rate" ("H.15(519) Rate"). The Indexed
Principal Amount will be based upon the bid rates quoted by the
Calculation Agent on the Determination Date as set forth above under
"Principal Payable at Maturity", which may vary from the rates
calculated in accordance with the preceding sentence. In addition,
fluctuations in exchange rates that have occurred in the past are not
necessarily indicative of fluctuations that may occur in the future,
which may be greater or less than those that have occurred
historically. On June 5, 1995, the H.15(519) Rate was 84.54. The
Indexed Principal Amount payable at Maturity is adversely affected by
decreases in the exchange rate of Japanese yen for U.S. dollars.
AS DESCRIBED ABOVE, THE EXCHANGE RATES SET FORTH BELOW WERE
DETERMINED BY THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM AND
REPRESENT A MARKET CONSENSUS RATE RATHER THAN THE BID RATE THE
CALCULATION AGENT MAY HAVE ACTUALLY QUOTED ON SUCH DATES. AS A RESULT,
THERE CAN BE NO ASSURANCE THAT THE EXCHANGE RATES LISTED BELOW WILL
SERVE AS A RELIABLE INDICATOR OF FUTURE PERFORMANCE.
Historical Japanese Yen/U.S. Dollar Exchange Rate
Date Rate
05Jan94 112.38
12Jan94 112.50
19Jan94 110.73
26Jan94 110.38
02Feb94 108.13
09Feb94 107.93
16Feb91 104.88
13Apr94 103.61
20Apr94 103.39
27Apr94 102.78
04May94 102.18
11May94 104.28
18May94 103.75
25May94 104.61
01Jun94 97.85
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03Aug94 100.33
10Aug94 101.23
17Aug94 100.29
24Aug94 98.50
31Aug94 100.08
7Sep94 98.97
14Sep94 99.06
21Sep94 98.59
23Nov94 98.13
30Nov94 99.08
07Dec94 99.79
14Dec94 100.35
21Dec94 100.23
28Dec94 100.35
04Jan95 101.37
11Jan95 99.41
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03Mar95 94.68
06Mar95 92.78
07Mar95 91.69
08Mar95 91.30
09Mar95 90.56
10Mar95 91.28
13Mar95 90.23
14Mar95 91.35
21Mar95 89.34
28Mar95 89.28
29Mar95 88.13
30Mar95 89.63
31Mar95 86.41
03Apr95 86.11
04Apr95 86.48
05Apr95 85.91
20Apr95 82.65
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21Apr95 83.03
24Apr95 83.13
25Apr95 82.05
26Apr95 83.73
27Apr95 83.46
28Apr95 84.03
01May95 83.53
2May95 86.53
15May95 86.88
16May95 86.85
17May95 86.68
18May95 87.29
19May95 86.73
22May95 87.56
23May95 87.03
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(1) Dates prior to March 1, 1995 are each Wednesday in every week
presented.
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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 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, U. S. Holders whose functional currency is other
than the United States dollar, or persons who acquire, or for income
tax purposes are deemed to have acquired, the Notes in an exchange or
for property other than cash. 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
Supplement.
General. There are no regulations, 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. However, the IRS may
assert that a Note should be characterized as creating, in whole or in
part, a forward contract or other financial instrument. 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 (i.e.,
determined) or are received in accordance with the U.S. Holder's
regular method of tax accounting. In addition, under Section 988 of
the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations promulgated thereunder, in the case of a debt instrument
that provides for payments the amounts of which are determined by
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reference to the value of one or more nonfunctional currencies
(generally, a currency other than the U.S. dollar), any gain or loss
realized with respect to such debt instrument by reason of changes in
foreign currency exchange rates generally must be treated as foreign
currency gain or loss and must be treated as ordinary income or
ordinary loss as the case may be, to the extent such foreign currency
gain or loss does not exceed the total gain or loss realized on such
debt instrument.
Although Code Section 988 and the regulations promulgated
thereunder do not specifically address the proper treatment of
instruments such as the Notes and therefore the matter is not free from
doubt, under the foregoing principles upon maturity of a Note, the
excess of the Indexed Principal Amount over the Face Amount
("Supplemental Face Amount"), if any, should be treated as contingent
interest and generally should 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.
Further, any portion of the Supplemental Face Amount that is
attributable to change in foreign currency exchange rates occurring
between the Original Issue Date and the Determination Date should
constitute foreign currency gain under Section 988 of the Code and
should be treated as ordinary income (other than ordinary interest
income). 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 date of Maturity 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. However, any portion of such loss that
is attributable to changes in foreign currency exchange rates occurring
between the Original Issue Date and the Determination Date should
constitute foreign currency loss under Section 988 of the Code and
should be treated as ordinary loss.
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
and the Face Amount (i.e., the U.S. Holder's tax basis in the Note).
Such gain or loss should be capital gain or loss which would be a long-
term capital loss if the U.S. Holder had held the Note for more than
one year. Nevertheless, any such gain or loss realized upon the sale
or exchange of a Note prior to the date of Maturity by reason of
changes in foreign currency exchange rates occurring between the
Original Issue Date and the date of such sale or exchange should
constitute foreign currency gain or loss under Section 988 of the Code
and should be treated as ordinary income or loss, as the case may be.
On December 16, 1994, the United States Treasury Department
issued proposed regulations (the "Proposed Regulations") concerning the
proper United States federal income tax treatment of contingent payment
debt instruments such as the Notes. The Proposed Regulations are
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proposed to be effective for debt instruments issued on or after 60
days or more after the date on which they are published as final
Treasury regulations. Accordingly, if ultimately adopted in their
current form, the Proposed Regulations would not apply to the Notes.
Proposed Treasury regulations are not binding upon either the Internal
Revenue Service or taxpayers prior to becoming effective as temporary
or final regulations. In general, if ultimately adopted in their
current form, the Proposed Regulations would cause the timing and
character of income, gain or loss reported on contingent payment debt
instruments such as the Notes to differ from the timing and character
of income, gain or loss reported on such instruments under the general
principles of current United States Federal income tax law described
above. Prospective investors in the Notes are urged to consult their
own tax advisors concerning the effect, if any, of the Proposed
Regulations on their investment in the Notes.
Based upon the current state of the law, the Company, where
required, currently intends to file information returns with the IRS
reporting interest on and gross proceeds received upon the sale,
exchange or retirement of each Note in accordance with the general
principles of current United States Federal income tax law described in
the three paragraphs following the title "U.S. Holders" above in the
absence of any change or clarification in the law, by regulation or
otherwise.
