Toyota Motor Regulatory News (TYT)

11 Oct 2006 18:29

Toyota Motor Credit Corp11 October 2006 Final FINAL TERMS TOYOTA MOTOR CREDIT CORPORATION (incorporated as a California corporation) U.S. $30,000,000,000 Euro Medium-Term Note Program for the issue of Notes with maturities of 1 month or longer Series No. 384 500,000,000 United States Dollars ("USD") 5.125 per cent. Fixed Rate Notes due 2011 Issue price: 101.41 per cent. Daiwa Securities SMBC Europe UBS Investment Bank TD Securities The date of these Final Terms is October 11, 2006 Final Terms Dated October 11, 2006 Toyota Motor Credit Corporation Issue of USD 500,000,000 5.125 per cent. Fixed Rate Notes due 2011 under the U.S. $30,000,000,000 Euro Medium-Term Note Program PART A-CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for thepurposes of the Conditions set forth under "Terms and Conditions of the Notes"in the Base Prospectus dated September 28, 2006 which, excluding all informationincorporated by reference other than the Reports and any information included inany Supplementary Prospectus constitutes a base prospectus for the purposes ofthe Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive").This document constitutes the Final Terms of the Notes described herein for thepurposes of Article 5.4 of the Prospectus Directive and must be read inconjunction with such Base Prospectus, including all documents incorporated byreference therein. Full information on the Issuer and the offer of the Notes isonly available on the basis of the combination of these Final Terms and the BaseProspectus. The Base Prospectus is available for viewing and copies may beobtained from the principal office in London, England of JPMorgan Chase Bank,N.A., the issuing and principal paying agent for the Notes, at Trinity Tower, 9Thomas More Street, London E1W 1YT and at www.londonstockexchange.com. Inaddition, copies of these documents and all documents incorporated by referencetherein are available on request from the offices of the Managers in Londonspecified below. 1. (i) Issuer: Toyota Motor Credit Corporation ("TMCC") (ii) Credit Support Providers: Toyota Motor Corporation Toyota Financial Services Corporation 2. Series Number: 384 3. Specified Currency (or Currencies in the United States Dollars ("USD") case of Dual Currency Notes): 4. Aggregate Nominal Amount: USD 500,000,000 5. Issue Price: 101.41 per cent of the Aggregate Nominal Amount 6. Specified Denominations: USD 2,000. In all European Economic Area jurisdictions other than Austria, Belgium, Finland, Germany, Ireland, Luxembourg, Netherlands, Norway, Spain, Sweden and the United Kingdom, sales must be made in multiples of USD 100,000. 7. Issue Date: October 25, 2006 8. Maturity Date: October 25, 2011 9. Interest Basis: 5.125% 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: Not Applicable 13. (i) Status of the Notes: Senior (ii) Nature of the Credit Support: See "Relationship of TMCC with TFS and TMC" in the Base Prospectus dated September 28, 2006 (iii) Date of approval for issuance See "General Information-Authorization" section of the Base of Notes obtained: Prospectus dated September 28, 2006 for all the relevant board approval dates for the Program14. Method of distribution: 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 of Interest: 5.125 per cent. per annum payable annually in arrears on each Interest Payment Date (ii) Interest Payment Date(s): October 25 in each year, commencing on October 25, 2007 to and including October 25, 2011, adjusted in accordance with the Following Business Day Convention, with the Applicable Business Centers for the definition of "Business Day" being London, New York and Target. (iii) Fixed Coupon Amount: USD 102.50 per USD 2,000 in Nominal Amount, payable annually (iv) Broken Amount(s): Not Applicable (v) Fixed Day Count Fraction: 30E/360 (vi) Determination Dates: Not Applicable (vii) Other terms relating to the Not Applicable method 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 Not Applicable 21. Put Option Not Applicable 22. Final Redemption Amount of each Note Par 23. 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 or, as the case may be, a common safekeeper for Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") on or about October 25, 2006. This temporary global Note is exchangeable for a permanent global Note in bearer form 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. New Global Note ("NGN"): No 26. Financial Center(s) or other special Not Applicable provisions relating to Payment Dates: 27. Talons for future Coupons or Receipts to be No attached to definitive Notes (and dates on which such Talons mature): 28. Details relating to Partly Paid Notes: Not Applicable amount 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: 29. Details relating to Installment Notes: Not Applicable amount of each installment, date on which each payment is to be made: 30. Whether the Notes will be subject to No redenomination or exchange into euro: 31. 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. 32. Other final terms: Not Applicable DISTRIBUTION 33. (i) If syndicated, names and Daiwa Securities SMBC Europe Limited addresses of Managers and 5 King William Street underwriting commitments: London EC4N 7AX Telephone: +44 20 7597 8000 USD 245,000,000 UBS Limited 1 Finsbury Avenue London EC2M 2PP Telephone: +44 20 7568 6995 USD 245,000,000 The Toronto-Dominion Bank Triton Court 14/18 Finsbury Square London EC2A 1DB Telephone: +44 20 7628 2262 USD 10,000,000 (ii) Date of Syndicate Purchase October 23, 2006 Agreement: (iii) Stabilizing Manager(s) (if Not Applicable any): 34. If non-syndicated, name and address of Not Applicable Dealer: 35. Total commission and concession: 1.875 per cent. of the Aggregate Nominal Amount 36. Additional selling restrictions: Selling restrictions, including those applicable to the United States and United Kingdom are set out in the Base Prospectus and Appendix B to the Sixth Amended and Restated Program Agreement dated September 28, 2006 and the Syndicate Purchase Agreement dated October 23, 2006 among the Dealers and TMCC.PART B-OTHER INFORMATION 37. RISK FACTORS Not Applicable38. LISTING (i) Listing: London (ii) Admission to trading: Application has been made for the Notes to be admitted to trading on the Gilt Edged and Fixed Interest Market of the London Stock Exchange with effect from October 25, 2006.39. RATINGS Program Ratings: For information on Program Ratings, see "General Information-Credit Ratings" in the Base Prospectus dated September 28, 2006.40. NOTIFICATION The Financial Services Authority has provided the FMA (Austria), the Commissie voor het Bank-, Financie- en Assurantiewezen (Belgium), the Financial Supervisory Authority (Finland), BAFIN (Germany), the IFSRA (Ireland), the CSSF (Luxembourg), the AFM (the Netherlands), the Comision Nacional del Mercado de Valores (Spain), the Kredittilsynet (Norway), and the Finansinspektionen (Sweden) with a certificate of approval attesting that the Base Prospectus dated September 28, 2006 has been drawn up in accordance with the Prospectus Directive. 41. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save as discussed in "Subscription and Sale" in the Base Prospectus dated September 28, 2006, so far as TMCC is aware, no person involved in the offer of the Notes has an interest material to the offer. 42. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer As set forth in "Use of Proceeds" in the Base Prospectus dated September 28, 2006. (ii) Estimated net proceeds: USD 497,675,000 (before deduction of estimated total expenses). (iii) Estimated total expenses: USD 30,000 for legal, printing, listing, filing and miscellaneous administrative expenses. 43. Fixed Rate Notes only-YIELD 5.204 per cent. per annum Indication of yield: The yield is the internal rate of return of the cash flows over the duration of the Notes assuming an Issue Price of 101.41% and a Final Redemption Amount of 100.00%. As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 44. Floating Rate Notes only-HISTORIC INTEREST RATES Not Applicable 45. 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 46. Dual Currency Notes only-PERFORMANCE OF RATE OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT Not ApplicableOPERATIONAL INFORMATION 47. Intended to be held in a manner which would No allow Eurosystem eligibility: 48. ISIN Code: XS0271592064 49. Common Code: 027159206 50. 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): 51. Delivery: Delivery against payment 52. Names and addresses of additional Paying Not Applicable Agent(s) (if any): LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprise the final terms required to list and have admitted totrading the issue of Notes described herein pursuant to the U.S. $30,000,000,000Euro Medium Term Note Program of Toyota Motor Credit Corporation. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these FinalTerms. Signed on behalf of the Issuer: By: _________________________________ Duly authorised cc: JPMorgan Chase Bank, N.A. This information is provided by RNS The company news service from the London Stock Exchange