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Net income per
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Net income per
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6-K 1 d467324d6k.htm REPORT OF FOREIGN PRIVATE ISSUER REPORT OF FOREIGN PRIVATE ISSUER

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of May, 2023

Commission File Number 001-14948

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

Japan

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Material Contained in this Report:

I.	English translations of the original Japanese-language documents, as filed with the Tokyo Stock Exchange on May 10, 2023, with respect to the registrant’s results of operations for the fiscal year ended March 31, 2023.

II.	English translation of the Notice Concerning the Holding of Ordinary General Shareholders’ Meeting to be held on June 14, 2023, as filed by the registrant with the Tokyo Stock Exchange on May 10, 2023.

III.	English translation of the Opinion of the Board of Directors on the Shareholder Proposal, as filed by the registrant with the Tokyo Stock Exchange on May 10, 2023.

IV.	English translation of the Notice Concerning the Distribution of Dividends from Surplus, as filed by the registrant with the Tokyo Stock Exchange on May 10, 2023.

V.	English translation of the Notice Concerning the Determination of Matters Relating to the Repurchase of Shares of Common Stock, as filed by the registrant with the Tokyo Stock Exchange on May 10, 2023.

VI.	English translation of the Notice Concerning the Disposition of Treasury Stock under the Restricted Stock Compensation Plan, as filed by the registrant with the Tokyo Stock Exchange on May 10, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Toyota Motor Corporation

By:	/s/ Yoshihide Moriyama
	Name:	Yoshihide Moriyama
	Title:	General Manager,
		Capital Strategy & Affiliated Companies
		Finance Division

Date: May 10, 2023

EX-99.1 2 d467324dex991.htm FY2023 FINANCIAL SUMMARY FY2023 FINANCIAL SUMMARY Table of Contents

FINANCIAL SUMMARY

FY2023

(April 1, 2022 through March 31, 2023)

English translation from the original Japanese-language document

TOYOTA MOTOR CORPORATION

Table of Contents

FY2023 Consolidated Financial Results

(Consolidated financial information has been prepared in accordance with International Financial Reporting Standards)

English translation from the original Japanese-language document

May 10, 2023


Company name	:	Toyota Motor Corporation
Stock exchanges on which the shares are listed	:	Tokyo and Nagoya Stock Exchanges in Japan
Code number	:	7203
URL	:	https://global.toyota/jp/
Representative	:	Akio Toyoda, Chairman of the Board of Directors
Contact person	:	Hideaki Hayashi, General Manager, Accounting Division Tel. (0565)28-2121
Date of the ordinary general shareholders’ meeting	:	June 14, 2023
Payment date of cash dividends	:	May 26, 2023
Filing date of financial statements	:	June 22, 2023
Supplemental materials prepared for financial results	:	yes
Earnings announcement for financial results	:	yes

(Amounts are rounded to the nearest million yen)

1.	Consolidated Results for FY2023 (April 1,2022 through March 31, 2023)

(1)	Consolidated financial results


	(% of change from previous year)
	Sales revenues				Operating income				Income before income taxes				Net income				Net income attributable to Toyota Motor Corporation				Comprehensive income
	Million yen		%		Million yen		%		Million yen		%		Million yen		%		Million yen		%		Million yen		%
FY2023		37,154,298		18.4		2,725,025		-9.0		3,668,733		-8.1		2,492,967		-13.3		2,451,318		-14.0		3,320,681		-17.3
FY2022		31,379,507		15.3		2,995,697		36.3		3,990,532		36.1		2,874,614		25.9		2,850,110		26.9		4,017,742		21.9


	Earnings per share attributable to Toyota Motor Corporation – Basic		Earnings per share attributable to Toyota Motor Corporation – Diluted		Ratio of net income attributable to Toyota Motor Corporation to Toyota Motor Corporation shareholders’ equity		Ratio of income before income taxes and equity in earnings of affiliated companies to total assets		Ratio of operating income to sales revenues
	Yen		Yen		%		%		%
FY2023		179.47		—		9.0		5.2		7.3
FY2022		205.23		205.23		11.5		6.1		9.5

(Reference) Share of profit (loss) of investments accounted for using the equity method

FY2023 643,063 million yen, FY2022 560,346 million yen

(Note)

On October 1, 2021, Toyota Motor Corporation (“TMC”) effected a five-for-one stock split of its common stock to shareholders of record as of September 30, 2021. “Earnings per share attributable to Toyota Motor Corporation (Basic)” and “Earnings per share attributable to Toyota Motor Corporation (Diluted)” are calculated based on the assumption that the stock split was implemented at the beginning of the previous fiscal year.

“Earnings per share attributable to Toyota Motor Corporation (Diluted)” is not disclosed for FY2023, because there were no potential shares during that period as the acquisition of all outstanding First Series Model AA Class Shares took place on April 2, 2021, and the cancellation of all First Series Model AA Class Shares was completed on April 3, 2021.

(2)	Consolidated financial position


	Total assets		Total shareholders’ equity		Toyota Motor Corporation shareholders’ equity		Ratio of Toyota Motor Corporation shareholders’ equity		Toyota Motor Corporation shareholders’ equity per share
	Million yen		Million yen		Million yen		%		Yen
FY2023		74,303,180		29,264,213		28,338,706		38.1		2,089.08
FY2022		67,688,771		27,154,820		26,245,969		38.8		1,904.88


(Note)		On October 1, 2021, TMC effected a five-for-one stock split of its common stock to shareholders of record as of September 30, 2021. “Toyota Motor Corporation shareholders’ equity per share” is calculated based on the assumption that the stock split was implemented at the beginning of the previous fiscal year.

(3)	Consolidated cash flows


	From operating activities		From investing activities			From financing activities			Cash and cash equivalents at end of year
	Million yen		Million yen			Million yen			Million yen
FY2023		2,955,076		(1,598,890	)		(56,180	)		7,516,966
FY2022		3,722,615		(577,496	)		(2,466,516	)		6,113,655

2.	Cash Dividends


	Annual cash dividends per common share										Total amount of cash dividends (annual)		Dividends payout ratio (consolidated)		Ratio of total amount of dividends to Toyota Motor Corporation shareholders’ equity (consolidated)
	End of first quarter		End of second quarter		End of third quarter		Year-end		Total		Total amount of cash dividends (annual)		Dividends payout ratio (consolidated)
	Yen		Yen		Yen		Yen		Yen		Million yen		%		%
FY2022		—		120.00		—		28.00		—		718,211		25.3		2.9
FY2023		—		25.00		—		35.00		60.00		816,968		33.4		3.0
FY2024 (forecast)		—		—		—		—		—				—


(Note)		On October 1, 2021, TMC effected a five-for-one stock split of its common stock to shareholders of record as of September 30, 2021. The dividend for the second quarter of the fiscal year 2022 presents the amount prior to the stock split. Annual cash dividends per common share for the fiscal year ended March 31, 2022 is not stated because the amounts cannot be simply combined due to the implementation of the stock split. Annual cash dividends per common share is ¥260 when calculated based on the assumption of no stock split, and ¥52 when calculated with the stock split taken into account.

Table of Contents

3.	Forecast of Consolidated Results for FY2024 (April 1, 2023 through March 31, 2024)


	(% of change from FY2023)
	Sales revenues			Operating income			Income before income taxes			Net income attributable to Toyota Motor Corporation			Earnings per share attributable to Toyota Motor Corporation – Basic
	Million yen	%		Million yen	%		Million yen	%		Million yen	%		Yen
Full-year	38,000,000		2.3	3,000,000		10.1	3,690,000		0.6	2,580,000		5.2	190.19

Notes

(1)	Changes in significant subsidiaries during FY2023

(Changes in specified subsidiaries that caused a change in the scope of consolidation): none

(2)	Changes in accounting policies and changes in accounting estimates

(i)

Changes in accounting policies required by IFRS: none

(ii)

Changes other than (2)-(i) above: none

(iii)

Changes in accounting estimates: none

(3)	Number of shares issued and outstanding (common stock)

(i)

Number of shares issued and outstanding at the end of each fiscal year (including treasury stock) :

FY2023 16,314,987,460 shares, FY2022 16,314,987,460 shares

(ii)

Number of treasury stock at the end of each fiscal year:

FY2023 2,749,807,731 shares, FY2022 2,536,685,916 shares

(iii)

Average number of shares issued and outstanding in each fiscal year:

FY2023 13,658,381,747 shares, FY2022 13,887,347,864 shares


(Note)		On October 1, 2021, TMC effected a five-for-one stock split of its common stock to shareholders of record as of September 30, 2021. “Number of shares issued and outstanding (common stock)” is calculated based on the assumption that the stock split was implemented at the beginning of the previous fiscal year.

(Reference) Overview of the Unconsolidated Financial Results

FY2023 Unconsolidated Financial Results

(Unconsolidated financial information has been prepared in accordance with Japanese generally accepted accounting principles)

English translation from the original Japanese-language document

1.	Unconsolidated Results for FY2023 (April 1, 2022 through March 31, 2023)

(1)	Unconsolidated financial results


	(% of change from previous year)
	Net revenues		Operating income		Ordinary income		Net income
	Million yen	%	Million yen	%	Million yen	%	Million yen	%
FY2023	14,076,956	11.7	1,670,484	47.9	3,520,848	62.1	2,936,379	73.3
FY2022	12,607,858	7.2	1,129,689	61.5	2,171,530	15.1	1,693,947	3.4

(Note)

On October 1, 2021, TMC effected a five-for-one stock split of its common stock to shareholders of record as of September 30, 2021. “Net income per common share (Basic)” and “Net income per common share (Diluted)” are calculated based on the assumption that the stock split was implemented at the beginning of the previous fiscal year.

“Net income per common share (Diluted)” is not disclosed for FY2023, because there were no potential shares during that period as the acquisition of all outstanding First Series Model AA Class Shares took place on April 2, 2021, and the cancellation of all First Series Model AA Class Shares was completed on April 3, 2021.

(2)	Unconsolidated financial position


	Total assets		Net assets		Equity ratio		Net assets per common share
		Million yen		Million yen		%		Yen
FY2023		23,230,320		16,493,041		71.0		1,215.84
FY2022		20,991,040		14,607,272		69.6		1,060.16

(Reference) Equity at the end of FY2023: 16,493,041 million yen, Equity at the end of FY2022: 14,607,272 million yen


(Note)		On October 1, 2021, TMC effected a five-for-one stock split of its common stock to shareholders of record as of September 30, 2021. “Net assets per common share” is calculated based on the assumption that the stock split was implemented at the beginning of the previous fiscal year.

Table of Contents

These consolidated financial results are not subject to certified public accountant’s or audit firm’s audit.

Cautionary Statement with Respect to Forward-Looking Statements, and Other Information

This report contains forward-looking statements that reflect Toyota’s plans and expectations. These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause Toyota’s actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. With regard to Toyota’s decisions and assumptions for the forecast, please refer to “ Financial Results and Position 3. Forecast of Consolidated Financial Results for FY2024” on page 5 of the materials accompanying this report. These factors include, but are not limited to: (i) changes in economic conditions, market demand, and the competitive environment affecting the automotive markets in Japan, North America, Europe, Asia and other markets in which Toyota operates; (ii) fluctuations in currency exchange rates, particularly with respect to the value of the Japanese yen, the U.S. dollar, the euro, the Australian dollar, the Canadian dollar and the British pound, fluctuations in stock prices, and interest rates fluctuations; (iii) changes in funding environment in financial markets and increased competition in the financial services industry; (iv) Toyota’s ability to market and distribute effectively; (v) Toyota’s ability to realize production efficiencies and to implement capital expenditures at the levels and times planned by management; (vi) changes in the laws, regulations and government policies in the markets in which Toyota operates that affect Toyota’s automotive operations, particularly laws, regulations and government policies relating to vehicle safety including remedial measures such as recalls, trade, environmental protection, vehicle emissions and vehicle fuel economy, as well as changes in laws, regulations and government policies that affect Toyota’s other operations, including the outcome of current and future litigation and other legal proceedings, government proceedings and investigations; (vii) political and economic instability in the markets in which Toyota operates; (viii) Toyota’s ability to timely develop and achieve market acceptance of new products that meet customer demand; (ix) any damage to Toyota’s brand image; (x) Toyota’s reliance on various suppliers for the provision of supplies; (xi) increases in prices of raw materials; (xii) Toyota’s reliance on various digital and information technologies, as well as information security; (xiii) fuel shortages or interruptions in electricity, transportation systems, labor strikes, work stoppages or other interruptions to, or difficulties in, the employment of labor in the major markets where Toyota purchases materials, components and supplies for the production of its products or where its products are produced, distributed or sold; (xiv) the impact of natural calamities, epidemics, political and economic instability, fuel shortages or interruptions in social infrastructure, wars, terrorism and labor strikes, including their negative effect on Toyota’s vehicle production and sales; and (xv) the impact of climate change and the transition towards a low-carbon economy.

A discussion of these and other factors which may affect Toyota’s actual results, performance, achievements or financial position is contained in Toyota’s annual report on Form 20-F, which is on file with the United States Securities and Exchange Commission.

TMC has decided to end vehicle production at Toyota’s Saint Petersburg plant in Russia, and the financial effect of 99,569 million yen has been recorded as costs and expenses in the consolidated financial results for the FY2023.

In order to convey top management’s aspirations and the company’s direction to all those whose lives are touched by Toyota, Toyota communicates what Toyota is really like through “Toyota Times.”

“Toyota Times” (https://toyotatimes.jp/en/)

Table of Contents

TOYOTA MOTOR CORPORATION FY2023 Financial Summary

TABLE OF CONTENTS


Financial Results and Position			2
1. Consolidated Financial Results for FY2023			2
2. Consolidated Financial Position for FY2023			4
3. Forecast of Consolidated Financial Results for FY2024			5

Basic Concept Regarding the Selection of Accounting Standards			6

Unaudited Consolidated Financial Statements			7
1. Unaudited Consolidated Statement of Financial Position			7
2. Unaudited Consolidated Statement of Income and Unaudited Consolidated Statement of Comprehensive Income			9
3. Unaudited Consolidated Statement of Changes in Equity			11
4. Unaudited Consolidated Statement of Cash Flows			12
5. Going Concern Assumption			13
6. Segment Information			14
7. Earnings Per Share			21
8. Significant Subsequent Events			22

Supplemental Material for Financial Results for FY 2023

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Table of Contents

TOYOTA MOTOR CORPORATION FY2023 Financial Summary

Financial Results and Position

1. Consolidated Financial Results for FY2023

Financial Results

Toyota group has continued to work on the “making ever-better cars” initiative to exceed the expectations of our customers. In order to promote product-based management, we have implemented the Toyota New Global Architecture (TNGA) platform, which realizes high performance in the basic car parts related to driving, turning, and braking, the “company system,” which enables us to think with passion and responsibility for any type of car, and the “regional system,” which responds to the market characteristics and customer needs in each region. There resulted in a balanced business structure offering a full lineup globally. Through these efforts, we have been able to speedily develop and deploy vehicles launched in the fiscal year under review by utilizing the TNGA platform. In addition, we are leveraging the long-selling brand power of the “Crown” and “GR Corolla” to build a lineup that meets the needs of the times.

Under these conditions, consolidated vehicle unit sales in Japan and overseas increased by 591 thousand units, or 7.2%, to 8,822 thousand units in FY2023 compared with FY2022. Vehicle unit sales in Japan increased by 145 thousand units, or 7.5%, to 2,069 thousand units in FY2023 compared with FY2022. Overseas vehicle unit sales increased by 446 thousand units, or 7.1%, to 6,753 thousand units in FY2023 compared with FY2022.

The results of operations for FY2023 were as follows:


Sales revenues	37,154.2 billion yen	(an increase of 5,774.7 billion yen or 18.4% compared with FY2022)
Operating income	2,725.0 billion yen	(a decrease of 270.6 billion yen or 9.0% compared with FY2022)
Income before income taxes	3,668.7 billion yen	(a decrease of 321.7 billion yen or 8.1% compared with FY2022)
Net income attributable to Toyota Motor Corporation	2,451.3 billion yen	(a decrease of 398.7 billion yen or 14.0% compared with FY2022)

The changes in operating income were as follows:


Marketing efforts		an increase of 680.0 billion yen
Effects of changes in exchange rates		an increase of 1,280.0 billion yen
Cost reduction efforts		a decrease of 1,290.0 billion yen
Increase or decrease in expenses and expense reduction efforts		a decrease of 525.0 billion yen
Other		a decrease of 415.6 billion yen

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Table of Contents

TOYOTA MOTOR CORPORATION FY2023 Financial Summary

Segment Operating Results

(1) Automotive:

Sales revenues for the automotive operations increased by 5,214.2 billion yen, or 18.2%, to 33,820.0 billion yen in FY2023 compared with FY2022. However, operating income decreased by 103.6 billion yen, or 4.5%, to 2,180.6 billion yen in FY2023 compared with FY2022. The decrease in operating income was mainly due to the unfavorable impact of soaring materials prices.

(2) Financial services:

Sales revenues for the financial services operations increased by 485.6 billion yen, or 20.9%, to 2,809.6 billion yen in FY2023 compared with FY2022. However, operating income decreased by 219.4 billion yen, or 33.4%, to 437.5 billion yen in FY2023 compared with FY2022. The decrease in operating income was mainly due to the recording of valuation losses on interest rate swaps stated at fair value in sales finance subsidiaries in the United States.

(3) All other:

Sales revenues for all other businesses increased by 95.0 billion yen, or 8.4%, to 1,224.9 billion yen in FY2023 compared with FY2022, and operating income increased by 61.1 billion yen, or 144.6%, to 103.4 billion yen in FY2023 compared with FY2022.

Geographic Information

(1) Japan:

Sales revenues in Japan increased by 1,591.7 billion yen, or 10.0%, to 17,583.1 billion yen in FY2023 compared with FY2022, and operating income increased by 478.0 billion yen, or 33.6%, to 1,901.4 billion yen in FY2023 compared with FY2022. The increase in operating income was mainly due to the effects of changes in exchange rates.

(2) North America:

Sales revenues in North America increased by 2,677.4 billion yen, or 24.0%, to 13,843.9 billion yen in FY2023 compared with FY2022. However, operating income decreased by 640.5 billion yen to an operating loss of 74.7 billion yen in FY2023 compared with FY2022. The decrease in operating income was mainly due to the unfavorable impact of soaring materials prices, as well as the recording of valuation losses on interest rate swaps stated at fair value in sales finance subsidiaries in the United States.

(3) Europe:

Sales revenues in Europe increased by 405.8 billion yen, or 10.5%, to 4,273.7 billion yen in FY2023 compared with FY2022. However, operating income decreased by 105.5 billion yen, or 64.7%, to 57.4 billion yen in FY2023 compared with FY2022. The decrease in operating income was mainly due to the effect of recording a loss from terminating vehicle production in Russia. The total loss from terminating vehicle production in Russia was 99.5 billion yen, 89.8 billion yen of which was related to Europe.

(4) Asia:

Sales revenues in Asia increased by 1,514.3 billion yen, or 23.2%, to 8,044.9 billion yen in FY2023 compared with FY2022, and operating income increased by 42.1 billion yen, or 6.3%, to 714.4 billion yen in FY2023 compared with FY2022. The increase in operating income was mainly due to the effects of changes in exchange rates, as well as increases in both production volume and vehicle unit sales.

(5) Other (Central and South America, Oceania, Africa and the Middle East):

Sales revenues in other regions increased by 544.0 billion yen, or 18.6%, to 3,472.1 billion yen in FY2023 compared with FY2022. However, operating income decreased by 6.8 billion yen, or 2.9%, to 231.3 billion yen in FY2023 compared with FY2022. The decrease in operating income was mainly due to the unfavorable impact of soaring materials prices.

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary

2. Consolidated Financial Position for FY2023

Cash and cash equivalents increased by 1,403.3 billion yen, or 23.0%, to 7,516.9 billion yen at the end of FY2023 compared with the end of FY2022.

The increases or decreases for each cash flow activity compared with the previous fiscal year are as follows:

Cash flows from operating activities

Net cash flows from operating activities resulted in an increase in cash by 2,955.0 billion yen in FY2023. Net cash provided by operating activities decreased by 767.5 billion yen from 3,722.6 billion yen in FY2022.

Cash flows from investing activities

Net cash flows from investing activities resulted in a decrease in cash by 1,598.8 billion yen in FY2023. Net cash used in investing activities decreased by 1,021.3 billion yen from 577.4 billion yen in FY2022.

Cash flows from financing activities

Net cash flows from financing activities resulted in a decrease in cash by 56.1 billion yen in FY2023. Net cash used in financing activities increased by 2,410.3 billion yen from 2,466.5 billion yen in FY2022.

The consolidated cash flows by segment for FY2023 are as follows:

Non-financial services

Net cash provided by operating activities was 3,682.2 billion yen, net cash used in investing activities was 1,196.8 billion yen and net cash used in financing activities was 1,238.1 billion yen.

Financial services

Net cash used in operating activities was 735.6 billion yen, net cash used in investing activities was 403.8 billion yen and net cash provided by financing activities was 1,192.3 billion yen.

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary

3. Forecast of Consolidated Financial Results for FY2024

Toyota, with its full lineup and profitable HEVs and PHEVs, along with its diverse options of BEVs that it will be strengthening, will make sure to meet a wide range of global demand and is committed to further growth. For growth in emerging markets, profitable HEVs will be used as a source of income, and with a value chain of approximately 10 million units sold, we will also take part in a wide range of business opportunities. In addition, we will achieve cost reductions and Kaizen by leveraging the strengths of the Toyota Production System (TPS), and thereby enhance our future investment capacity for the expansion of growth in BEVs and mobility areas, and establish a strong business foundation whereby carbon neutrality and growth can both be achieved.

Under these circumstances, the current forecast of consolidated financial results for the fiscal year ending March 31, 2024 is set forth below. This forecast assumes average exchange rates through the fiscal year of 125 yen per US$1 and 135 yen per 1 euro.

Forecast of consolidated results for FY2024


Sales revenues	38,000.0 billion yen	(an increase of 2.3% compared with FY2023)
Operating income	3,000.0 billion yen	(an increase of 10.1% compared with FY2023)
Income before income taxes	3,690.0 billion yen	(an increase of 0.6% compared with FY2023)
Net income attributable to Toyota Motor Corporation	2,580.0 billion yen	(an increase of 5.3% compared with FY2023)

These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause Toyota’s actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. These factors include, but are not limited to: (i) changes in economic conditions, market demand, and the competitive environment affecting the automotive markets in Japan, North America, Europe, Asia and other markets in which Toyota operates; (ii) fluctuations in currency exchange rates, particularly with respect to the value of the Japanese yen, the U.S. dollar, the euro, the Australian dollar, the Canadian dollar and the British pound, fluctuations in stock prices, and interest rates fluctuations; (iii) changes in funding environment in financial markets and increased competition in the financial services industry; (iv) Toyota’s ability to market and distribute effectively; (v) Toyota’s ability to realize production efficiencies and to implement capital expenditures at the levels and times planned by management; (vi) changes in the laws, regulations and government policies in the markets in which Toyota operates that affect Toyota’s automotive operations, particularly laws, regulations and government policies relating to vehicle safety including remedial measures such as recalls, trade, environmental protection, vehicle emissions and vehicle fuel economy, as well as changes in laws, regulations and government policies that affect Toyota’s other operations, including the outcome of current and future litigation and other legal proceedings, government proceedings and investigations; (vii) political and economic instability in the markets in which Toyota operates; (viii) Toyota’s ability to timely develop and achieve market acceptance of new products that meet customer demand; (ix) any damage to Toyota’s brand image; (x) Toyota’s reliance on various suppliers for the provision of supplies; (xi) increases in prices of raw materials; (xii) Toyota’s reliance on various digital and information technologies, as well as information security; (xiii) fuel shortages or interruptions in electricity, transportation systems, labor strikes, work stoppages or other interruptions to, or difficulties in, the employment of labor in the major markets where Toyota purchases materials, components and supplies for the production of its products or where its products are produced, distributed or sold; (xiv) the impact of natural calamities, epidemics, political and economic instability, fuel shortages or interruptions in social infrastructure, wars, terrorism and labor strikes, including their negative effect on Toyota’s vehicle production and sales; and (xv) the impact of climate change and the transition towards a low-carbon economy.

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary

Basic Concept Regarding the Selection of Accounting Standards

Toyota has adopted IFRS for its consolidated financial statements in order to improve the international comparability of its financial information in the capital markets, among other reasons, beginning with the first quarter of the fiscal year ended March 31, 2021.

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary

Unaudited Consolidated Financial Statements

1. Unaudited Consolidated Statement of Financial Position


	Yen in millions
	March 31, 2022			March 31, 2023
Assets
Current assets
Cash and cash equivalents		6,113,655			7,516,966
Trade accounts and other receivables		3,142,832			3,586,130
Receivables related to financial services		7,181,327			8,279,806
Other financial assets		2,507,248			1,715,675
Inventories		3,821,356			4,255,614
Income tax receivable		163,925			218,704
Other current assets		791,947			886,885

Total current assets		23,722,290			26,459,781

Non-current assets
Investments accounted for using the equity method		4,837,895			5,227,345
Receivables related to financial services		14,583,130			16,491,045
Other financial assets		9,517,267			10,556,431
Property, plant and equipment
Land		1,361,791			1,426,370
Buildings		5,284,620			5,464,811
Machinery and equipment		13,982,362			14,796,619
Vehicles and equipment on operating leases		6,781,229			6,774,427
Construction in progress		565,528			846,866

Total property, plant and equipment, at cost		27,975,530			29,309,093

Less - Accumulated depreciation and impairment losses		(15,648,890	)		(16,675,119	)

Total property, plant and equipment, net		12,326,640			12,633,974

Right of use assets		448,412			491,368
Intangible assets		1,191,966			1,249,122
Deferred tax assets		342,202			387,427
Other non-current assets		718,968			806,687

Total non-current assets		43,966,482			47,843,399

Total assets		67,688,771			74,303,180

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary


	Yen in millions
	March 31, 2022			March 31, 2023
Liabilities
Current liabilities
Trade accounts and other payables		4,292,092			4,986,309
Short-term and current portion of long-term debt		11,187,839			12,305,639
Accrued expenses		1,520,446			1,552,345
Other financial liabilities		1,046,050			1,392,397
Income taxes payable		826,815			404,606
Liabilities for quality assurance		1,555,711			1,686,357
Other current liabilities		1,413,208			1,632,063

Total current liabilities		21,842,161			23,959,715

Non-current liabilities
Long-term debt		15,308,519			17,074,634
Other financial liabilities		461,583			533,710
Retirement benefit liabilities		1,022,749			1,065,508
Deferred tax liabilities		1,354,794			1,802,346
Other non-current liabilities		544,145			603,052

Total non-current liabilities		18,691,790			21,079,251

Total liabilities		40,533,951			45,038,967

Shareholders’ equity
Common stock		397,050			397,050
Additional paid-in capital		498,575			498,728
Retained earnings		26,453,126			28,343,296
Other components of equity		2,203,254			2,836,195
Treasury stock		(3,306,037	)		(3,736,562	)

Total Toyota Motor Corporation shareholders’ equity		26,245,969			28,338,706

Non-controlling interests		908,851			925,507

Total shareholders’ equity		27,154,820			29,264,213

Total liabilities and shareholders’ equity		67,688,771			74,303,180

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary

2. Unaudited Consolidated Statement of Income and Unaudited Consolidated Statement of Comprehensive Income

Unaudited Consolidated Statement of Income


	Yen in millions
	For the year ended March 31, 2022			For the year ended March 31, 2023
Sales revenues
Sales of products		29,073,428			34,367,619
Financial services		2,306,079			2,786,679

Total sales revenues		31,379,507			37,154,298

Costs and expenses
Cost of products sold		24,250,784			29,128,561
Cost of financial services		1,157,050			1,712,721
Selling, general and administrative		2,975,977			3,587,990

Total costs and expenses		28,383,811			34,429,273

Operating income		2,995,697			2,725,025

Share of profit (loss) of investments accounted for using the equity method		560,346			643,063
Other finance income		334,760			379,350
Other finance costs		(43,997	)		(125,113	)
Foreign exchange gain (loss), net		216,187			124,516
Other income (loss), net		(72,461	)		(78,109	)

Income before income taxes		3,990,532			3,668,733

Income tax expense		1,115,918			1,175,765

Net income		2,874,614			2,492,967

Net income attributable to
Toyota Motor Corporation		2,850,110			2,451,318
Non-controlling interests		24,504			41,650

Net income		2,874,614			2,492,967


	Yen
Earnings per share attributable to Toyota Motor Corporation
Basic		205.23			179.47

Diluted		205.23			—

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary

Unaudited Consolidated Statement of Comprehensive Income


	Yen in millions
	For the year ended March 31, 2022			For the year ended March 31, 2023
Net income		2,874,614			2,492,967
Other comprehensive income, net of tax
Items that will not be reclassified to profit (loss)
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		(49,242	)		99,223
Remeasurements of defined benefit plans		136,250			65,153
Share of other comprehensive income of equity method investees		113,641			(77,148	)

Total of items that will not be reclassified to profit (loss)		200,648			87,228

Items that may be reclassified subsequently to profit (loss)
Exchange differences on translating foreign operations		902,844			676,042
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		(154,174	)		(115,738	)
Share of other comprehensive income of equity method investees		193,811			180,181

Total of items that may be reclassified subsequently to profit (loss)		942,480			740,485

Total other comprehensive income, net of tax		1,143,129			827,713

Comprehensive income		4,017,742			3,320,681

Comprehensive income for the period attributable to
Toyota Motor Corporation		3,954,350			3,251,090
Non-controlling interests		63,392			69,591

Comprehensive income		4,017,742			3,320,681

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary

3. Unaudited Consolidated Statement of Changes in Equity

For the year ended March 31, 2022


	Yen in millions
	Common stock		Additional paid-in capital			Retained earnings			Other components of equity			Treasury stock			Toyota Motor Corporation shareholders’ equity			Non- controlling interests			Total shareholders’ equity
Balances at April 1, 2021		397,050		497,275			24,104,176			1,307,726			(2,901,680	)		23,404,547			883,782			24,288,329

Comprehensive income
Net income		—		—			2,850,110			—			—			2,850,110			24,504			2,874,614
Other comprehensive income, net of tax		—		—			—			1,104,240			—			1,104,240			38,889			1,143,129

Total comprehensive income		—		—			2,850,110			1,104,240			—			3,954,350			63,392			4,017,742

Transactions with owners and other
Dividends paid		—		—			(709,872	)		—			—			(709,872	)		(51,723	)		(761,595	)
Repurchase of treasury stock		—		—			—			—			(404,718	)		(404,718	)		—			(404,718	)
Reissuance of treasury stock		—		227			—			—			362			588			—			588
Equity transactions and other		—		1,074			—			—			—			1,074			13,400			14,473

Total transactions with owners and other		—		1,300			(709,872	)		—			(404,357	)		(1,112,928	)		(38,323	)		(1,151,252	)

Reclassification to retained earnings		—		—			208,712			(208,712	)		—			—			—			—

Balances at March 31, 2022		397,050		498,575			26,453,126			2,203,254			(3,306,037	)		26,245,969			908,851			27,154,820

For the year ended March 31, 2023
	Yen in millions
	Common stock		Additional paid-in capital			Retained earnings			Other components of equity			Treasury stock			Toyota Motor Corporation shareholders’ equity			Non- controlling interests			Total shareholders’ equity
Balances at April 1, 2022		397,050		498,575			26,453,126			2,203,254			(3,306,037	)		26,245,969			908,851			27,154,820

Comprehensive income
Net income		—		—			2,451,318			—			—			2,451,318			41,650			2,492,967
Other comprehensive income, net of tax		—		—			—			799,772			—			799,772			27,941			827,713

Total comprehensive income		—		—			2,451,318			799,772			—			3,251,090			69,591			3,320,681

Transactions with owners and other
Dividends paid		—		—			(727,980	)		—			—			(727,980	)		(84,986	)		(812,966	)
Repurchase of treasury stock		—		—			—			—			(431,099	)		(431,099	)		—			(431,099	)
Reissuance of treasury stock		—		334			—			—			573			907			—			907
Equity transactions and other		—		(181	)		—			—			—			(181	)		32,052			31,871

Total transactions with owners and other		—		152			(727,980	)		—			(430,526	)		(1,158,353	)		(52,934	)		(1,211,287	)

Reclassification to retained earnings		—		—			166,831			(166,831	)		—			—			—			—

Balances at March 31, 2023		397,050		498,728			28,343,296			2,836,195			(3,736,562	)		28,338,706			925,507			29,264,213

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary

4. Unaudited Consolidated Statement of Cash Flows


	Yen in millions
	For the year ended March 31, 2022			For the year ended March 31, 2023
Cash flows from operating activities
Net income		2,874,614			2,492,967
Depreciation and amortization		1,821,880			2,039,904
Interest income and interest costs related to financial services, net		(354,102	)		(694,331	)
Share of profit (loss) of investments accounted for using the equity method		(560,346	)		(643,063	)
Income tax expense		1,115,918			1,175,765
Changes in operating assets and liabilities, and other		(1,130,667	)		(1,502,482	)
(Increase) decrease in trade accounts and other receivables		118,652			(532,432	)
(Increase) decrease in receivables related to financial services		(1,213,234	)		(1,760,288	)
(Increase) decrease in inventories		(725,285	)		(350,550	)
(Increase) decrease in other current assets		71,314			(61,538	)
Increase (decrease) in trade accounts and other payables		152,399			712,400
Increase (decrease) in other current liabilities		410,546			545,666
Increase (decrease) in retirement benefit liabilities		60,419			21,213
Other, net		(5,478	)		(76,953	)
Interest received		835,739			1,516,404
Dividends received		347,387			460,351
Interest paid		(418,043	)		(593,216	)
Income taxes paid, net of refunds		(809,763	)		(1,297,224	)

Net cash provided by (used in) operating activities		3,722,615			2,955,076

Cash flows from investing activities
Additions to fixed assets excluding equipment leased to others		(1,197,266	)		(1,450,196	)
Additions to equipment leased to others		(2,286,893	)		(1,907,356	)
Proceeds from sales of fixed assets excluding equipment leased to others		37,749			56,436
Proceeds from sales of equipment leased to others		1,542,132			1,659,161
Additions to intangible assets		(346,085	)		(348,280	)
Additions to public and corporate bonds and stocks		(2,427,911	)		(1,150,214	)
Proceeds from sales of public and corporate bonds and stocks		282,521			393,982
Proceeds upon maturity of public and corporate bonds		1,920,116			939,747
Other, net		1,898,143			207,829

Net cash provided by (used in) investing activities		(577,496	)		(1,598,890	)

Cash flows from financing activities
Increase (decrease) in short-term debt		(579,216	)		239,689
Proceeds from long-term debt		8,122,678			9,276,918
Payments of long-term debt		(8,843,665	)		(8,353,033	)
Dividends paid to Toyota Motor Corporation common shareholders		(709,872	)		(727,980	)
Dividends paid to non-controlling interests		(51,723	)		(84,986	)
Reissuance (repurchase) of treasury stock		(404,718	)		(431,099	)
Other, net		—			24,310

Net cash provided by (used in) financing activities		(2,466,516	)		(56,180	)

Effect of exchange rate changes on cash and cash equivalents		334,195			103,305

Net increase (decrease) in cash and cash equivalents		1,012,798			1,403,311

Cash and cash equivalents at beginning of year		5,100,857			6,113,655

Cash and cash equivalents at end of year		6,113,655			7,516,966

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary

5. Going Concern Assumption

None

—13—

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary

6. Segment Information

(1) Segment Information

As of and for the year ended March 31, 2022


	Yen in millions
	Automotive		Financial services		All other		Inter-segment Elimination/ Unallocated Amount			Consolidated
Sales revenues
Revenues from external customers		28,531,993		2,306,079		541,436		—			31,379,507
Inter-segment revenues and transfers		73,745		17,947		588,441		(680,133	)		—

Total		28,605,738		2,324,026		1,129,876		(680,133	)		31,379,507
Operating expenses		26,321,448		1,667,025		1,087,575		(692,237	)		28,383,811

Operating income		2,284,290		657,001		42,302		12,104			2,995,697

Total assets		24,341,737		31,681,472		3,091,011		8,574,551			67,688,771
Investments accounted for using the equity method		4,354,085		79,414		258,750		145,646			4,837,895
Depreciation and amortization		1,026,834		761,801		33,245		—			1,821,880
Capital expenditures		1,422,429		2,156,339		51,200		(18,381	)		3,611,587

As of and for the year ended March 31, 2023


	Yen in millions
	Automotive		Financial services		All other		Inter-segment Elimination/ Unallocated Amount			Consolidated
Sales revenues
Revenues from external customers		33,776,870		2,786,679		590,749		—			37,154,298
Inter-segment revenues and transfers		43,131		22,968		634,194		(700,293	)		—

Total		33,820,000		2,809,647		1,224,943		(700,293	)		37,154,298
Operating expenses		31,639,363		2,372,131		1,121,492		(703,713	)		34,429,273

Operating income		2,180,637		437,516		103,451		3,420			2,725,025

Total assets		26,321,858		35,525,441		2,946,994		9,508,887			74,303,180
Investments accounted for using the equity method		4,717,231		92,903		272,752		144,460			5,227,345
Depreciation and amortization		1,205,687		799,156		35,062		—			2,039,904
Capital expenditures		1,688,114		1,786,373		38,748		(17,015	)		3,496,219


Note:		Unallocated amounts included in assets represent assets held for corporate purpose, which mainly consist of cash and cash equivalents and financial assets measured at fair value through other comprehensive income, and the balances as of March 31, 2022 and March 31, 2023 are 10,020,460 million yen and 11,101,175 million yen, respectively.

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary

(2) Consolidated Financial Statements on Non-Financial Services Businesses and Financial Services Business

Consolidated Statement of Financial Position on Non-Financial Services Businesses and Financial Services Business


	Yen in millions
	March 31, 2022			March 31, 2023
Assets
(Non-Financial Services Businesses)
Current assets
Cash and cash equivalents		4,299,522			5,548,398
Trade accounts and other receivable		3,184,782			3,594,057
Other financial assets		2,028,649			849,779
Inventories		3,821,356			4,255,614
Other current assets		746,134			749,078

Total current assets		14,080,444			14,996,926

Non-current assets
Property, plant and equipment		7,302,017			7,729,000
Other		15,769,015			17,337,727

Total non-current assets		23,071,032			25,066,727

Total assets		37,151,476			40,063,653

(Financial Services Business)
Current assets
Cash and cash equivalents		1,814,133			1,968,568
Trade accounts and other receivable		206,588			286,960
Receivables related to financial services		7,181,327			8,279,806
Other financial assets		1,058,620			1,680,242
Other current assets		221,738			362,660

Total current assets		10,482,407			12,578,237

Non-current assets
Receivables related to financial services		14,583,130			16,491,045
Property, plant and equipment		5,024,625			4,904,975
Other		1,591,311			1,551,183

Total non-current assets		21,199,065			22,947,204

Total assets		31,681,472			35,525,441

(Elimination)
Elimination of assets		(1,144,177	)		(1,285,914	)
(Consolidated)

Total assets		67,688,771			74,303,180

Note: Assets in non-financial services include unallocated corporate assets.

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary


	Yen in millions
	March 31, 2022			March 31, 2023
Liabilities
(Non-Financial Services Businesses)
Current liabilities
Trade accounts and other payables		4,023,857			4,689,034
Short-term and current portion of long-term debt		1,041,557			1,170,114
Accrued expenses		1,421,194			1,446,697
Income taxes payable		695,888			361,000
Other current liabilities		2,778,172			3,266,095

Total current liabilities		9,960,668			10,932,939

Non-current liabilities
Long-term debt		1,538,884			1,553,622
Retirement benefit liabilities		1,004,558			1,047,430
Other non-current liabilities		1,830,146			1,867,028

Total non-current liabilities		4,373,588			4,468,080

Total liabilities		14,334,256			15,401,019

(Financial Services Business)
Current liabilities
Trade accounts and other payables		477,550			547,511
Short-term and current portion of long-term debt		10,576,910			11,583,602
Accrued expenses		124,088			128,994
Income taxes payable		130,927			43,607
Other current liabilities		1,414,606			1,841,562

Total current liabilities		12,724,080			14,145,275

Non-current liabilities
Long-term debt		13,882,650			15,627,943
Retirement benefit liabilities		18,190			18,078
Other non-current liabilities		722,257			1,135,862

Total non-current liabilities		14,623,097			16,781,883

Total liabilities		27,347,177			30,927,158

(Elimination)
Elimination of liabilities		(1,147,482	)		(1,289,211	)
(Consolidated)

Total liabilities		40,533,951			45,038,967

Shareholders’ equity

(Consolidated) Total Toyota Motor Corporation shareholders’ equity		26,245,969			28,338,706

(Consolidated) Non-controlling interests		908,851			925,507

(Consolidated) Total shareholders’ equity		27,154,820			29,264,213

(Consolidated) Total liabilities and shareholders’ equity		67,688,771			74,303,180

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary

Consolidated Statement of Income on Non-Financial Services Businesses and Financial Services Business


	Yen in millions
	For the year ended March 31, 2022			For the year ended March 31, 2023
(Non-Financial Services Businesses)
Sales revenues		29,104,564			34,409,011
Cost of revenues		24,250,860			29,132,715
Selling, general and administrative		2,518,182			2,990,316

Operating income		2,335,522			2,285,980

Other income (loss), net		998,001			943,777

Income before income taxes		3,333,522			3,229,757

Income tax expense		944,594			1,040,864

Net income		2,388,928			2,188,893

Net income attributable to
Toyota Motor Corporation		2,369,399			2,152,509
Non-controlling interests		19,529			36,384

(Financial Services Business)
Sales revenues		2,324,026			2,809,647
Cost of revenues		1,178,509			1,741,117
Selling, general and administrative		488,517			631,014

Operating income		657,001			437,516

Other income (loss), net		16			(5,013	)

Income before income taxes		657,017			432,503

Income tax expense		171,327			134,903

Net income		485,690			297,600

Net income attributable to
Toyota Motor Corporation		480,716			292,334
Non-controlling interests		4,974			5,266

(Elimination)
Elimination of net income		(4	)		6,475
(Consolidated)

Net income		2,874,614			2,492,967

Net income attributable to
Toyota Motor Corporation		2,850,110			2,451,318
Non-controlling interests		24,504			41,650

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary

Consolidated Statement of Cash Flows on Non-Financial Services Businesses and Financial Services Business


	Yen in millions
	For the year ended March 31, 2022			For the year ended March 31, 2023
(Non-Financial Services Businesses)
Cash flows from operating activities
Net income		2,388,928			2,188,893
Depreciation and amortization		1,060,079			1,240,749
Share of profit (loss) of investments accounted for using the equity method		(552,515	)		(633,324	)
Income tax expense		944,594			1,040,864
Changes in operating assets and liabilities, and other		(572,082	)		463,871
Interest received		100,118			234,945
Dividends received		342,646			454,752
Interest paid		(40,780	)		(28,206	)
Income taxes paid, net of refunds		(544,887	)		(1,280,341	)

Net cash provided by (used in) operating activities		3,126,101			3,682,203

Cash flows from investing activities
Additions to fixed assets excluding equipment leased to others		(1,186,900	)		(1,439,724	)
Additions to equipment leased to others		(151,456	)		(147,792	)
Proceeds from sales of fixed assets excluding equipment leased to others		36,219			54,572
Proceeds from sales of equipment leased to others		45,183			44,195
Additions to intangible assets		(335,436	)		(333,295	)
Additions to public and corporate bonds and stocks		(1,904,588	)		(503,977	)
Proceeds from sales of public and corporate bonds and stocks and upon maturity of public and corporate bonds		1,989,345			892,814
Other, net		1,856,069			236,351

Net cash provided by (used in) investing activities		348,436			(1,196,856	)

Cash flows from financing activities
Increase (decrease) in short-term debt		(164,899	)		142,688
Proceeds from long-term debt		513,371			474,535
Payments of long-term debt		(1,818,653	)		(637,982	)
Dividends paid to Toyota Motor Corporation common shareholders		(709,872	)		(727,980	)
Dividends paid to non-controlling interests		(49,629	)		(79,782	)
Reissuance (repurchase) of treasury stock		(404,718	)		(431,099	)
Other, net		—			21,458

Net cash provided by (used in) financing activities		(2,634,401	)		(1,238,161	)

Effect of exchange rate changes on cash and cash equivalents		185,237			1,690

Net increase (decrease) in cash and cash equivalents		1,025,373			1,248,876

Cash and cash equivalents at beginning of year		3,274,149			4,299,522

Cash and cash equivalents at end of year		4,299,522			5,548,398

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TOYOTA MOTOR CORPORATION FY2023 Financial Summary


	Yen in millions
	For the year ended March 31, 2022			For the year ended March 31, 2023
(Financial Services Business)
Cash flows from operating activities
Net income		485,690			297,600
Depreciation and amortization		761,801			799,156
Interest income and interest costs related to financial services, net		(360,837	)		(703,971	)
Share of profit (loss) of investments accounted for using the equity method		(7,831	)		(9,739	)
Income tax expense		171,327			134,903
Changes in operating assets and liabilities, and other		(623,051	)		(1,958,779	)
Interest received		742,364			1,291,100
Dividends received		4,740			5,599
Interest paid		(384,006	)		(574,650	)
Income taxes paid, net of refunds		(264,876	)		(16,883	)

Net cash provided by (used in) operating activities		525,321			(735,664	)

Cash flows from investing activities
Additions to fixed assets excluding equipment leased to others		(10,366	)		(10,472	)
Additions to equipment leased to others		(2,135,437	)		(1,759,564	)
Proceeds from sales of fixed assets excluding equipment leased to others		1,530			1,865
Proceeds from sales of equipment leased to others		1,496,949			1,614,965
Additions to intangible assets		(10,650	)		(14,985	)
Additions to public and corporate bonds and stocks		(523,323	)		(646,237	)
Proceeds from sales of public and corporate bonds and stocks and upon maturity of public and corporate bonds		213,291			440,915
Other, net		113,635			(30,385	)

Net cash provided by (used in) investing activities		(854,370	)		(403,898	)

Cash flows from financing activities
Increase (decrease) in short-term debt		(488,495	)		171,293
Proceeds from long-term debt		7,800,854			8,892,261
Payments of long-term debt		(7,142,750	)		(7,868,820	)
Dividends paid to non-controlling interests		(2,094	)		(5,204	)
Other, net		—			2,853

Net cash provided by (used in) financing activities		167,516			1,192,382

Effect of exchange rate changes on cash and cash equivalents		148,958			101,615

Net increase (decrease) in cash and cash equivalents		(12,575	)		154,436

Cash and cash equivalents at beginning of year		1,826,707			1,814,133

Cash and cash equivalents at end of year		1,814,133			1,968,568


(Consolidated)
Effect of exchange rate changes on cash and cash equivalents		334,195			103,305

Net increase (decrease) in cash and cash equivalents		1,012,798			1,403,311

Cash and cash equivalents at beginning of year		5,100,857			6,113,655

Cash and cash equivalents at end of year		6,113,655			7,516,966

—19—

Table of Contents

TOYOTA MOTOR CORPORATION FY2023 Financial Summary

(3) Geographic Information

As of and for the year ended March 31, 2022


	Yen in millions
	Japan		North America			Europe		Asia		Other		Inter-segment Elimination/ Unallocated Amount			Consolidated
Sales revenues
Revenues from external customers		8,214,740		10,897,946			3,692,214		5,778,115		2,796,493		—			31,379,507
Inter-segment revenues and transfers		7,776,696		268,534			175,633		752,452		131,690		(9,105,004	)		—

Total		15,991,436		11,166,479			3,867,847		6,530,566		2,928,183		(9,105,004	)		31,379,507
Operating expenses		14,567,991		10,600,695			3,704,874		5,858,216		2,690,014		(9,037,980	)		28,383,811

Operating income		1,423,445		565,784			162,973		672,350		238,169		(67,024	)		2,995,697

Total assets		21,502,155		23,353,812			5,711,271		7,461,812		4,309,248		5,350,474			67,688,771
Non-current assets		5,501,046		6,251,499			891,146		977,235		537,631		—			14,158,559

As of and for the year ended March 31, 2023

	Yen in millions
	Japan		North America			Europe		Asia		Other		Inter-segment Elimination/ Unallocated Amount			Consolidated
Sales revenues
Revenues from external customers		9,122,282		13,509,027			4,097,537		7,076,922		3,348,530		—			37,154,298
Inter-segment revenues and transfers		8,460,914		334,874			176,198		967,984		123,663		(10,063,633	)		—

Total		17,583,196		13,843,901			4,273,735		8,044,906		3,472,193		(10,063,633	)		37,154,298
Operating expenses		15,681,733		13,918,637			4,216,276		7,330,455		3,240,832		(9,958,659	)		34,429,273

Operating income (loss)		1,901,463		(74,736	)		57,460		714,451		231,362		(104,974	)		2,725,025

Total assets		23,241,334		26,024,734			6,813,474		7,908,520		4,726,373		5,588,745			74,303,180
Non-current assets		5,658,859		6,255,561			1,042,726		1,031,057		565,377		—			14,553,580


Note: 1.		Unallocated amounts included in assets represent assets held for corporate purpose, which mainly consist of cash and cash equivalents and financial assets measured at fair value through other comprehensive income, and the balances as of March 31, 2022 and March 31, 2023 are 10,020,460 million yen and 11,101,175 million yen, respectively.
2.		“Other” consists of Central and South America, Oceania, Africa and the Middle East.
3.		Non-current assets do not include financial instruments, deferred tax assets, net defined benefit assets and rights arising under insurance contracts.

—20—

Table of Contents

TOYOTA MOTOR CORPORATION FY2023 Financial Summary

7. Earnings Per Share

Reconciliation of the difference between basic and diluted earnings per share attributable to Toyota Motor Corporation are as follows:


	Yen in millions		Thousands of shares		Yen
	Net income attributable to Toyota Motor Corporation		Weighted-average common shares		Earnings per share attributable to Toyota Motor Corporation
For the year ended March 31, 2022
Net income attributable to Toyota Motor Corporation		2,850,110

Basic earnings per share attributable to Toyota Motor Corporation		2,850,110		13,887,348		205.23

Effect of dilutive securities
Model AA Class Shares		23		311

Diluted earnings per share attributable to Toyota Motor Corporation		2,850,132		13,887,659		205.23

For the year ended March 31, 2023
Net income attributable to Toyota Motor Corporation		2,451,318

Basic earnings per share attributable to Toyota Motor Corporation		2,451,318		13,658,382		179.47

Effect of dilutive securities
Model AA Class Shares		—		—

Diluted earnings per share attributable to Toyota Motor Corporation		—		—		—

In addition to the disclosure requirements under IFRS, Toyota discloses the information below in order to provide financial statements users with valuable information. The following table shows Toyota Motor Corporation shareholders’ equity per share. Toyota Motor Corporation shareholders’ equity per share amounts are calculated by dividing Toyota Motor Corporation shareholders’ equity in the consolidated statement of financial position by common shares issued and outstanding at the end of the year (excluding treasury stock).
	Yen in millions		Thousands of shares		Yen
	Toyota Motor Corporation shareholders’ equity		Common shares issued and outstanding at the end of the year (excluding treasury stock)		Toyota Motor Corporation shareholders’ equity per share
As of March 31, 2022		26,245,969		13,778,302		1,904.88
As of March 31, 2023		28,338,706		13,565,180		2,089.08

On October 1, 2021, TMC effected a five-for-one stock split of its common stock to shareholders. “Basic earnings per share attributable to Toyota Motor Corporation”, “Diluted earnings per share attributable to Toyota Motor Corporation” and “Toyota Motor Corporation shareholders’ equity per share” are calculated based on the assumption that the stock split was implemented at the beginning of the previous fiscal year.

“Diluted earnings per share attributable to Toyota Motor Corporation” is not disclosed for the year ended March 31, 2023, because there were no potential shares during that period as the acquisition of all outstanding First Series Model AA Class Shares took place on April 2, 2021, and the cancellation of all First Series Model AA Class Shares was completed on April 3, 2021 Not applicable.

—21—

Table of Contents

TOYOTA MOTOR CORPORATION FY2023 Financial Summary

8. Significant subsequent events

—22—

Table of Contents

Supplemental Material for Financial Results for FY2023 (Consolidated)

< IFRS >


	FY2022															FY2023															FY2024
	1Q (2021/4-6)			2Q (2021/7-9)			3Q (2021/10-12)			4Q (2022/1-3)			12 months (‘21/4-‘22/3)			1Q (2022/4-6)			2Q (2022/7-9)			3Q (2022/10-12)			4Q (2023/1-3)			12 months (‘22/4-‘23/3)			Forecast 12 months (‘23/4-‘24/3)
Vehicle Production (thousands of units)		2,180			1,756			2,077			2,145			8,158			1,936			2,179			2,243			2,336			8,694
(Japan) –including Daihatsu & Hino		1,025			826			945			942			3,738			802			934			975			1,078			3,789
[Daihatsu & Hino]		[262	]		[194	]		[257	]		[264	]		[977	]		[208	]		[240	]		[285	]		[269	]		[1,002	]
(Overseas) –including Daihatsu & Hino		1,155			930			1,132			1,203			4,420			1,135			1,245			1,268			1,258			4,905
[Daihatsu & Hino]		[110	]		[121	]		[140	]		[145	]		[515	]		[121	]		[157	]		[164	]		[156	]		[597	]
North America		519			395			403			435			1,752			452			460			415			441			1,768
Europe		199			110			201			197			707			201			183			210			176			771
Asia		324			316			419			440			1,499			372			468			510			508			1,859
Central and South America		83			84			81			87			335			104			105			95			95			398
Africa		29			25			29			45			127			5			28			38			38			109
Vehicle Sales (thousands of units)		2,148			1,946			2,003			2,134			8,230			2,013			2,146			2,331			2,331			8,822			9,600
(Japan) –including Daihatsu & Hino		500			445			482			498			1,924			403			466			532			668			2,069			2,320
[Daihatsu & Hino]		[146	]		[128	]		[133	]		[155	]		[561	]		[126	]		[144	]		[169	]		[182	]		[621	]		[620	]
(Overseas) –including Daihatsu & Hino		1,648			1,501			1,521			1,637			6,306			1,610			1,680			1,799			1,664			6,753			7,280
[Daihatsu & Hino]		[63	]		[63	]		[78	]		[77	]		[280	]		[68	]		[78	]		[92	]		[83	]		[321	]		[280	]
North America		661			621			522			589			2,394			635			610			607			555			2,407			2,660
Europe		281			229			250			257			1,017			248			231			277			273			1,030			1,130
Asia		365			341			413			425			1,543			361			456			476			458			1,751			1,870
Central and South America		105			105			111			111			432			123			128			144			115			509			500
Oceania		74			74			60			75			282			76			67			68			54			265			290
Africa		51			45			58			65			219			36			61			68			61			226			270
Middle East		108			84			106			114			412			130			126			157			145			559			560
Other		2			2			2			2			7			2			2			2			2			7
Total Retail Unit Sales (thousands of units) [Toyota, Daihatsu and Hino]		2,759			2,506			2,522			2,594			10,381			2,544			2,625			2,721			2,669			10,558			11,380

Supplemental 1

Table of Contents

Supplemental Material for Financial Results for FY2023 (Consolidated)

< IFRS >


	FY2022															FY2023															FY2024
	1Q (2021/4-6)			2Q (2021/7-9)			3Q (2021/10-12)			4Q (2022/1-3)			12 months (‘21/4-‘22/3)			1Q (2022/4-6)			2Q (2022/7-9)			3Q (2022/10-12)			4Q (2023/1-3)			12 months (‘22/4-‘23/3)			Forecast 12 months (‘23/4-‘24/3)
Foreign Exchange Rates
Yen to US Dollar Rate		110			110			114			116			112			130			138			141			132			135			as premise: 125
Yen to Euro Rate		132			130			130			130			131			138			139			144			142			141			as premise: 135
Number of Employees		372,434			372,286			371,365			372,817			372,817			376,971			377,369			375,396			375,235			375,235	(Note 1)
Sales Revenues (billions of yen)		7,935.5			7,545.7			7,785.7			8,112.4			31,379.5			8,491.1			9,218.2			9,754.6			9,690.2			37,154.2			38,000.0
Geographic Information
Japan		4,096.6			3,695.5			4,096.1			4,102.9			15,991.4			3,899.7			4,290.1			4,582.2			4,811.0			17,583.1
North America		2,875.0			2,804.4			2,593.7			2,893.1			11,166.4			3,349.9			3,523.6			3,588.9			3,381.4			13,843.9
Europe		986.9			900.2			1,000.2			980.3			3,867.8			973.0			939.3			1,155.6			1,205.6			4,273.7
Asia		1,531.9			1,411.3			1,739.6			1,847.5			6,530.5			1,795.6			2,153.3			2,183.9			1,911.9			8,044.9
Other		688.2			704.3			702.2			833.3			2,928.1			828.7			907.5			907.1			828.7			3,472.1
Elimination		-2,243.3			-1,970.3			-2,346.3			-2,544.9			-9,105.0			-2,355.9			-2,595.8			-2,663.2			-2,448.5			-10,063.6
Business Segment
Automotive		7,241.2			6,883.8			7,073.8			7,406.7			28,605.7			7,720.1			8,408.9			8,871.4			8,819.4			33,820.0
Financial Services		578.8			567.6			588.3			589.2			2,324.0			652.1			704.2			741.7			711.5			2,809.6
All Other		241.2			254.3			266.9			367.3			1,129.8			262.3			271.0			312.2			379.2			1,224.9
Elimination		-125.7			-160.1			-143.4			-250.8			-680.1			-143.4			-166.0			-170.6			-220.0			-700.2
Operating Income (billions of yen)		997.4			749.9			784.3			463.8			2,995.6			578.6			562.7			956.6			626.9			2,725.0			3,000.0
(Operating Income Ratio) (%)		(12.6	)		(9.9	)		(10.1	)		(5.7	)		(9.5	)		(6.8	)		(6.1	)		(9.8	)		(6.5	)		(7.3	)		(7.9	)
Geographic Information
Japan		518.5			290.5			396.5			217.8			1,423.4			336.7			521.1			683.4			360.1			1,901.4
North America		248.8			174.4			129.2			13.1			565.7			14.5			-85.6			-17.9			14.2			-74.7
Europe		30.0			23.6			82.7			26.5			162.9			19.6			-65.5			62.6			40.7			57.4
Asia		166.6			157.7			175.2			172.7			672.3			212.7			178.9			168.7			154.0			714.4
Other		65.3			82.7			51.7			38.2			238.1			45.8			64.0			66.1			55.3			231.3
Elimination		-31.9			20.7			-51.1			-4.7			-67.0			-50.8			-50.1			-6.3			2.3			-104.9
Business Segment
Automotive		780.0			577.6			595.3			331.1			2,284.2			449.2			453.7			818.8			458.8			2,180.6
Financial Services		196.0			168.3			190.6			101.8			657.0			114.5			84.4			125.0			113.5			437.5
All Other		21.6			-0.1			-1.1			21.9			42.3			18.3			20.3			18.4			46.2			103.4
Elimination		-0.3			4.0			-0.5			8.9			12.1			-3.4			4.3			-5.7			8.3			3.4
Share of Profit (Loss) of Investments Accounted for Using the Equity Method (billions of yen)		161.4			99.5			154.4			144.8			560.3			171.0			133.5			170.0			168.3			643.0			690.0
Income before Income Taxes (billions of yen)		1,257.2			886.8			1,093.5			752.9			3,990.5			1,021.7			812.5			1,034.9			799.4			3,668.7			3,690.0
(Income before Income Taxes Ratio) (%)		(15.8	)		(11.8	)		(14.0	)		(9.3	)		(12.7	)		(12.0	)		(8.8	)		(10.6	)		(8.3	)		(9.9	)		(9.7	)
Net Income Attributable toToyota Motor Corporation (billions of yen)		897.8			626.6			791.7			533.8			2,850.1			736.8			434.2			727.9			552.2			2,451.3			2,580.0
(Net Income Ratio) (%)		(11.3	)		(8.3	)		(10.2	)		(6.6	)		(9.1	)		(8.7	)		(4.7	)		(7.5	)		(5.7	)		(6.6	)		(6.8	)
Dividends
Cash Dividends (billions of yen)		—			332.4			—			385.7			718.2			—			342.1			—			474.7			816.9	(Note 2)
Cash Dividends per Share (yen)		—			120			—			28			—			—			25			—			35			60	(Note 3)
Payout Ratio (%)		—			21.9			—			29.2			25.3			—			29.2			—			37.1			33.4
Value of Shares Repurchased (billions of yen)[actual purchase]		21.5			228.4			66.4			88.1			404.6			121.3			74.2			141.0			94.5			431.0	(Note 4)
Value of Shares Repurchased (billions of yen)[shareholder return]		—			149.9			—			285.6			435.6			—			149.9			—			150.0			299.9	(Note 4) (Note 5)
Number of Outstanding Shares (thousands)		3,262,997			3,262,997			16,314,987			16,314,987			16,314,987			16,314,987			16,314,987			16,314,987			16,314,987			16,314,987

Supplemental 2

Table of Contents

Supplemental Material for Financial Results for FY2023 (Consolidated)

< IFRS >


	FY2022										FY2023											FY2024
	1Q (2021/4-6)		2Q (2021/7-9)		3Q (2021/10-12)		4Q (2022/1-3)		12 months (‘21/4-‘22/3)		1Q (2022/4-6)		2Q (2022/7-9)		3Q (2022/10-12)		4Q (2023/1-3)		12 months (‘22/4-‘23/3)			Forecast 12 months (‘23/4-‘24/3)
R&D Expenses (billions of yen)		274.1		276.0		294.8		279.2		1,124.2		302.2		318.4		298.8		322.0		1,241.6			1,240.0	(Note 6)
Depreciation Expenses (billions of yen)		241.7		229.2		261.7		274.5		1,007.2		284.3		289.7		298.1		312.7		1,185.0			1,250.0	(Note 7)
Geographic Information
Japan		116.8		99.2		125.4		121.4		463.0		122.6		126.3		118.0		145.8		512.8
North America		63.9		68.1		73.5		81.0		286.7		87.4		95.3		94.4		89.4		366.6
Europe		18.3		19.3		17.6		20.8		76.2		22.1		20.4		20.9		22.3		85.9
Asia		33.2		32.5		34.2		38.2		138.2		39.9		42.5		56.2		45.2		184.0
Other		9.3		10.0		10.7		12.9		43.0		12.2		5.0		8.4		9.7		35.5
Capital Expenditures (billions of yen)		279.0		358.9		279.6		425.4		1,343.0		274.6		407.4		358.8		564.9		1,605.8			1,860.0	(Note 7)
Geographic Information
Japan		135.7		157.8		149.2		231.8		674.6		128.6		151.6		148.1		275.4		703.8
North America		74.5		151.9		72.2		104.8		403.6		97.9		175.3		120.1		162.7		556.1
Europe		25.2		19.7		17.8		19.0		81.8		10.3		10.3		16.9		24.1		61.7
Asia		36.9		24.4		36.1		51.2		148.7		25.7		65.5		63.4		68.1		222.9
Other		6.5		4.9		4.2		18.4		34.1		11.9		4.5		10.2		34.4		61.2
Total Liquid Assets (billions of yen)		10,318.6		10,270.8		10,193.3		10,517.3		10,517.3		10,532.2		11,004.6		10,278.7		11,313.7		11,313.7	(Note 8)
Total Assets (billions of yen)		61,651.1		61,758.8		63,618.0		67,688.7		67,688.7		71,935.1		74,484.0		71,580.5		74,303.1		74,303.1
Toyota Motor Corporation Shareholders’ Equity (billions of yen)		24,123.0		24,610.4		24,939.5		26,245.9		26,245.9		27,374.8		28,037.2		27,535.8		28,338.7		28,338.7
Return on Equity (%)		15.1		10.3		12.8		8.3		11.5		11.0		6.3		10.5		7.9		9.0
Return on Asset (%)		5.8		4.1		5.1		3.3		4.4		4.2		2.4		4.0		3.0		3.5
Number of Consolidated Subsidiaries (including Structured Entities)										559										569
Number of Associates and Joint Ventures Accounted for Using the Equity Method										169										168


Analysis of Consolidated Net Income Attributable to Toyota Motor Corporation for FY2023 (billions of yen, approximately)	4Q (2023/1-3)		12 months (‘22/4-‘23/3)
Marketing Efforts		380.0		680.0
Effects of Changes in Exchange Rates		235.0		1,280.0
Cost Reduction Efforts		-350.0		-1,290.0
From Engineering		-370.0		-1,340.0
From Manufacturing and Logistics		20.0		50.0
Increase or Decrease in Expenses and Expense Reduction Efforts		-110.0		-525.0
Other		8.1		-415.6
(Changes in Operating Income)		163.0		-270.6
Non-operating Income		-116.5		-51.1
Share of Profit (Loss) of Investments Accounted for Using the Equity Method		23.5		82.7
Income tax expense, Net Income Attributable to Non-controlling Interests		-28.0		-76.9
(Changes in Net Income Attributable to Toyota Motor Corporation)		18.4		-398.7

Cautionary Statement with Respect to Forward-Looking Statements

This report contains forward-looking statements that reflect Toyota’s plans and expectations.

These factors include, but are not limited to: (i) changes in economic conditions, market demand, and the competitive environment affecting the automotive markets in Japan, North America, Europe, Asia and other markets in which Toyota operates; (ii) fluctuations in currency exchange rates, particularly with respect to the value of the Japanese yen, the U.S. dollar, the euro, the Australian dollar, the Canadian dollar and the British pound, fluctuations in stock prices, and interest rates fluctuations; (iii) changes in funding environment in financial markets and increased competition in the financial services industry; (iv) Toyota’s ability to market and distribute effectively; (v) Toyota’s ability to realize production efficiencies and to implement capital expenditures at the levels and times planned by management; (vi) changes in the laws, regulations and government policies in the markets in which Toyota operates that affect Toyota’s automotive operations, particularly laws, regulations and government policies relating to vehicle safety including remedial measures such as recalls, trade, environmental protection, vehicle emissions and vehicle fuel economy, as well as changes in laws, regulations and government policies that affect Toyota’s other operations, including the outcome of current and future litigation and other legal proceedings, government proceedings and investigations; (vii) political and economic instability in the markets in which Toyota operates; (viii) Toyota’s ability to timely develop and achieve market acceptance of new products that meet customer demand; (ix) any damage to Toyota’s brand image; (x) Toyota’s reliance on various suppliers for the provision of supplies; (xi) increases in prices of raw materials; (xii) Toyota’s reliance on various digital and information technologies, as well as information security; (xiii) fuel shortages or interruptions in electricity, transportation systems, labor strikes, work stoppages or other interruptions to, or difficulties in, the employment of labor in the major markets where Toyota purchases materials, components and supplies for the production of its products or where its products are produced, distributed or sold; (xiv) the impact of natural calamities, epidemics, political and economic instability, fuel shortages or interruptions in social infrastructure, wars, terrorism and labor strikes, including their negative effect on Toyota’s vehicle production and sales; and (xv) the impact of climate change and the transition towards a low-carbon economy. A discussion of these and other factors which may affect Toyota’s actual results, performance, achievements or financial position is contained in Toyota’s annual report on Form 20-F, which is on file with the United States Securities and Exchange Commission.

(Note 1)

Shows the number of employees as of the end of each period (excluding loan employees from Toyota to outside Toyota and including loan employees from outside Toyota to Toyota)

(Note 2)

2Q= Interim Dividend, 4Q= Year-end Dividend, FY= Annual Dividend

(Note 3)

The dividend for the second quarter of the fiscal year 2022 presents the amount prior to the stock split.

Annual cash dividends per common share for the fiscal year ended March 31, 2022 is not stated because the amounts cannot be simply combined due to the implementation of the stock split.

Annual cash dividends per common share is ¥260 when calculated based on the assumption of no stock split, and ¥52 when calculated with the stock split taken into account.

(Note 4)

Excluding shares constituting less than one unit that were purchased upon request and the commission fees incurred for the repurchase

(Note 5)

Shareholder return on Net Income for the period (Stated the maximum total purchase price for the repurchase of shares during the repurchase period, or the actual purchase price of shares repurchased after the completion of the repurchase period.)

(Note 6)

Figures for R&D expenses are R&D activity related expenditures incurred during the reporting period and do not conform to “R&D Expenses” on Toyota’s Consolidated Statement of Income

(Note 7)

Figures for depreciation expenses and capital expenditures do not include vehicles in operating lease or right of use assets

(Note 8)

Cash and cash equivalents, time deposits, public and corporate bonds and its investment in monetary trust funds, excluding in each case those relating to financial services

Supplemental 3

EX-99.2 3 d467324dex992.htm NOTICE CONCERNING THE HOLDING OF ORDINARY GENERAL SHAREHOLDERS' MEETING NOTICE CONCERNING THE HOLDING OF ORDINARY GENERAL SHAREHOLDERS' MEETING

(Reference Translation)

(For reference)

May 10, 2023

Toyota Motor Corporation

Holding of Ordinary General Shareholders’ Meeting


1. Date and time:		10:00 a.m., Wednesday, June 14, 2023

2. Venue:		Toyota Head Office, 1, Toyota-cho, Toyota City, Aichi Prefecture

3. Meeting Agenda:

Reports:

Reports on business review, consolidated and unconsolidated financial statements for FY2023 (April 1, 2022 through March 31, 2023) and a report by the Accounting Auditor and the Audit & Supervisory Board on the audit results of the consolidated financial statements for FY2023.

Resolutions:

Company’s proposal


Proposed Resolution 1:		Election of 10 Members of the Board of Directors

Proposed Resolution 2:		Election of 4 Audit & Supervisory Board Members

Proposed Resolution 3:		Election of 1 Substitute Audit & Supervisory Board Member

Shareholder’s proposal


Proposed Resolution 4:		Partial Amendments to the Articles of Incorporation (Annual review and report on impact on TMC caused by climate-related lobbying activities and the alignment with the goals of the Paris Agreement)

EX-99.3 4 d467324dex993.htm OPINION OF THE BOARD OF DIRECTORS ON THE SHAREHOLDER PROPOSAL Opinion of the Board of Directors on the Shareholder Proposal

[Reference Translation]

May 10, 2023

To Whom It May Concern:


		Company Name:		TOYOTA MOTOR CORPORATION
		Name and Title of Representative:		Akio Toyoda, Chairman of the Board of Directors
		(Code Number:		7203 Prime of Tokyo Stock Exchange and Premier of Nagoya Stock Exchange)
		Name and Title of Contact Person		Yoshihide Moriyama, General Manager, Capital Strategy & Affiliated Companies Finance Div.
		(Telephone Number:		0565-28-2121)

Opinion of the Board of Directors on the Shareholder Proposal

Regarding the agenda of the 119th Ordinary General Meeting of Shareholders scheduled to be held June 14, 2023 (the “General Meeting of Shareholders”), TOYOTA MOTOR CORPORATION (“TMC”) has received a document stating shareholders’ intentions to exercise their proposal rights. TMC hereby announces that at its Board of Directors meeting held today, it has resolved to add the proposal to the agenda of the General Meeting of Shareholders as “Proposed Resolution 4: Partial Amendments to the Articles of Incorporation (Annual review and report on impact on TMC caused by climate-related lobbying activities and the alignment with the goals of the Paris Agreement)” and against the shareholder proposal.

1. Proposing Shareholders

Kapitalforeningen MP Invest, Storebrand Asset Management AS, and APG Asset Management N.V.

*Joint proposal made by three shareholders

2. Details of the Proposal

It is proposed that the following provision be added to the Articles of Incorporation.

“The Company shall conduct a comprehensive, annual review and issue a report (at reasonable cost, omitting proprietary information) describing if, and how, the Company’s climate-related lobbying activities (direct and through industry associations), including public statements, serve to reduce risks for the Company from climate change and how they align with the goals of the Paris Agreement and the Company’s goal of carbon neutrality by 2050. The report should disclose any instances of misalignment with those goals, along with the planned actions to address these.”

*TMC has confirmed with the proposing shareholders to which article or clause in TMC’s Articles of Incorporation the proposed provision shall be added. The proposing shareholders replied that they leave the decision up to TMC.

3. Reason for the Proposal

The new provision in the Articles of Incorporation is intended to ensure that the Company makes robust disclosures, as part of its annual reporting, of (i) which lobbying activities directed at the issue of climate change the group companies are pursuing (whether through directly or indirectly influencing the legislative and administrative process or through public influence activities), and (ii) the extent to which these serve to reduce risks for the group companies from climate change and how they are aligned with the goals of the Paris Agreement of 12 December 2015 to keep average global temperature rise well-below 2 degrees Celsius, aiming for 1.5 degrees Celsius.

The co-filing shareholders of the proposal recognise and appreciate that the Company issued a second report on climate lobbying in December 2022; “Toyota’s Views on Climate Public Policies 2022.” However, like the first report, this report falls far short of investor expectations as set forth, for example, by the Climate Action 100+ Net Zero Company Benchmarks for Climate Policy Engagement (please see the October 2021 edition (ENG)(JPN) and the September 2021 edition (ENG)(JPN) for details). Using the CA100+ Benchmark criteria, the quality of the Company’s disclosure on climate policy engagement as of December 2022 was scored 36/100, the same low score as of December 2021.

The co-filing shareholders of the proposal find that the Company and shareholders alike could benefit from a strengthening of the Company’s disclosures in 1) scope, covering more jurisdictions and trade associations, and 2) rigour in the analysis of potential misalignment with the goals of the Paris Agreement, and seek to support such strengthening by proposing an adjustment to the Company’s Articles of Incorporation to introduce annual reporting on this material topic to the Company, shareholders and wider stakeholder groups in line with global investor expectations.

Such disclosures could serve to mitigate reputational and other risks, including potential backlash from customers, business partners, employees and investors associated with the Company’s climate-related lobbying activities in recent years.

The co-filing shareholders of the proposal and other like-minded institutional shareholders of the Company have engaged intensively and constructively with the Company since 2021 and encourage the Board of Directors to support and recommend a vote for this proposal.

4. Opinion of TMC’s Board of Directors

The Shareholder Proposal “Proposed Resolution 4: Partial Amendments to the Articles of Incorporation (Annual review and report on impact on TMC caused by climate-related lobbying activities and the alignment with the goals of the Paris Agreement)”

Opinion of TMC’s Board of Directors

The board of directors is against this shareholder proposal.

ii.

Reason for the opinion

The Group considers climate change measures to be one of its important management tasks and is fully concentrated on seeking to achieve carbon neutrality by 2050. Since 2021, the Group has been carrying out the initiatives stated in this shareholder proposal, which is to review and report on impact on TMC caused by climate-related public relations activities and the alignment with the goals of the Paris Agreement. We have committed to updating such information each year taking into account feedback from our stakeholders.

Toyota’s Views on Climate Public Policies 2022

LOGO

The Group sets aggressive goals to achieve carbon neutrality by 2050. We aim to achieve global sales of 3.5 million units of battery electric vehicles (BEVs) per year by 2030 and at least halve global CO2 emissions from new vehicles, including those from emerging countries, by 2035, compared to 2019 levels. The best way to achieve these goals is the mass-market adoption of electrified vehicles. However, there are still many obstacles. For example, the economic environment, energy policies, industrial policies, and customer needs differ from country to country and region to region. Countries and regions that have inadequate supplies of clean energy may continue to face a lack of charging infrastructure for decades to come. The Group believes in the idea of “introducing sustainable vehicles practically” to accelerate CO2 emission reduction. Our initiatives include decarbonizing fuel and supplying a full lineup of electrified vehicles, such as hybrid electric vehicles (HEVs), plug-in hybrid electric vehicles (PHEVs), battery electric vehicles (BEVs), and fuel cell electric vehicles (FCEVs).

Thus, to achieve carbon neutrality by 2050, the Group must embrace many challenges and take action. The role of government and public policy is critical in achieving this goal. As a corporate citizen striving to be the “best in town”, the Group engages in public relations activities to ensure that public policy, societal needs, technology development, and consumer needs are aligned to the greatest extent possible.

As part of our public relations activities this fiscal year, first of all, we helped launch the Committee on Mobility under the Nippon Keidanren (Japan Business Federation) in June 2022. The Committee on Mobility was set up to discuss how mobility-related industries can solve social issues and achieve future growth from perspective of “movement”. In particular, discussions on carbon neutrality, including how to produce and transport energy, need to transcend the automotive industry. We will hold in-depth discussions with the over 200 cross-industry committee members, and ongoing dialogue with government and administrative agencies. One such example was a public-private roundtable meeting on mobility held at the Japanese Prime Minister’s Office in November 2022.

We engage in public relations activities internationally as well. For example, in August 2022, the California Air Resources Board (CARB) approved the Advanced Clean Cars II rule (ACC II). In anticipation of this approval, Toyota Motor North America (TMNA) issued a letter to CARB supporting California’s right to regulate in this area and aiming to achieve emissions reductions consistent with California’s objectives using our portfolio of technologies. In June 2022, we co-wrote a letter to the U.S. Congress with other major automotive companies in support of giving tax credits to EVs. In Europe, Dr. Gill A. Pratt, Chief Scientist and Executive Fellow of the Group, made a presentation at the Davos World Economic Forum in January 2023. He explained, based on evidence, how we can decarbonize more quickly even amid shortages of resources that currently prevent a universal switch to carbon neutrality. In China, the Group made efforts for the Olympic Winter Games Beijing 2022 by working together with the Beijing government and the Organising Committees to promote and introduce FCEVs at the event. Specifically, the Group provided a fleet of 140 units of the Mirai, 107 units of the FC Coaster (the fuel cell (FC) version of Toyota Coaster) and 212 FC systems to local bus operators, to boost decarbonization at the Olympic Winter Games Beijing 2022. Even after the closing of the Olympic Winter Games Beijing 2022, to carry on the legacy of the Olympics, we have been working with local governments to raise awareness of FC technology and its benefits. In June 2022, with the cooperation of the Beijing government, we began operating FC Coaster shuttle buses in Beijing’s Central Business District. In Paris next year at the Olympic and Paralympic Games, Toyota, for the first time will present a 100 percent electrified passenger fleet. Additionally, the wide scope and potential of the Hydrogen society will be showcased through different applications.

Since 2021, the Group discloses Toyota’s Views on Climate Public Policies, a yearly report detailing its climate public relations efforts. In FY2023, we plan to make the following improvements to this report. First, to improve transparency of our industry associations evaluation, we will appoint an accredited third party for the reviewing work. We also plan to double the number of industry associations we review and further enhance the disclosure.

In order to pass on Earth, this beautiful home planet, to the next generation, we will carry out a variety of carbon neutrality measures and public relations activities at countries that support them as we take resolute steps into the future where no answers are guaranteed.

On the other hand, the role of TMC’s Board of Directors to address these issues is to make flexible and varying decisions according to the circumstances at the time, make agile changes as required, and swiftly turn decisions into action. Thus, the ideal state of disclosure is subject to sudden change as well. Generally, the articles of incorporation are intended to define the basic details of a corporation and its operation, and is not for stipulating matters related to specific business execution such as those in this shareholder proposal. Therefore, we would like to maintain our current Articles of Incorporation.

Going forward, we very much welcome increased and open dialogue with the proposing shareholders, other institutional investors and environmental NGOs - for the best possible mutual understanding on how we, together, effectively and concretely activate a variety of measures to achieve carbon neutrality by 2050.

EX-99.4 5 d467324dex994.htm NOTICE CONCERNING THE DISTRIBUTION OF DIVIDENDS FROM SURPLUS NOTICE CONCERNING THE DISTRIBUTION OF DIVIDENDS FROM SURPLUS

[Reference Translation]

May 10, 2023

To Whom It May Concern:

Company Name: TOYOTA MOTOR CORPORATION

Name and Title of Representative:

Akio Toyoda, Chairman of the Board of Directors

(Code Number: 7203

Prime of Tokyo Stock Exchange and

Premier of Nagoya Stock Exchange)

Name and Title of Contact Person:

Yoshihide Moriyama, General Manager,

Capital Strategy & Affiliated Companies Finance Div.

(Telephone Number: 0565-28-2121)

Notice Concerning Distribution of Dividends from Surplus

At a meeting held on May 10, 2023, the Board of Directors of Toyota Motor Corporation (“TMC”) resolved to distribute dividends from surplus, with a record date of March 31, 2023. In relation to the above, we hereby inform you of the following:

1.	Details of dividends


	Determined year-end dividend for FY 2023	Most recent dividend forecast	Year-end dividend paid for FY 2022
Record date	March 31, 2023	March 31, 2023	March 31, 2022
Dividend per share	35.00 yen	—	28.00 yen
Total amount of dividends	474,781 million yen	—	385,792 million yen
Effective date	May 26, 2023	—	May 27, 2022
Source of dividends	Retained earnings	—	Retained earnings

[Reference] Details of dividends per common share through the fiscal year


Record date	Dividends for FY 2023 (ended March 31,2023)	Dividends for FY 2022 (ended March 31,2022)
End of interim period	25.00 yen	24.00 yen
End of fiscal period	35.00 yen	28.00 yen
Total	60.00 yen	52.00 yen

2.	Reason for the dividend amount

TMC deems the improvement of its shareholders’ profit as one of its priority management policies, and it will continue to work to improve its corporate culture to realize sustainable growth in order to enhance its corporate value.

TMC will strive to increase dividends in a stable and continuous manner.

With a view to surviving tough competition and transitioning to a mobility company, TMC will utilize its internal funds mainly for its investment in growth for the next generation such as environmental technologies to achieve a carbon neutral society and safety technologies for the safety and security of its customers, and also for the stakeholders such as employees, business partners and local communities.

-End-

EX-99.5 6 d467324dex995.htm NOTICE CONCERNING THE DETERMINATION OF MATTERS RELATING TO THE REPURCHASE Notice Concerning the Determination of Matters Relating to the Repurchase

[Reference Translation]

May 10, 2023

To Whom It May Concern:

Company Name: TOYOTA MOTOR CORPORATION

Name and Title of Representative:

Akio Toyoda, Chairman of the Board of Directors

(Code Number: 7203

Prime of Tokyo Stock Exchange and

Premier of Nagoya Stock Exchange)

Name and Title of Contact Person:

Yoshihide Moriyama, General Manager,

Capital Strategy & Affiliated Companies Finance Div.

(Telephone Number: 0565-28-2121)

Notice Concerning the Determination of Matters Relating to

the Repurchase of Shares of Common Stock

(Repurchase of Shares under Articles of Incorporation pursuant to Article 165, Paragraph 2 of the Companies Act of Japan)

We hereby inform you that Toyota Motor Corporation (“TMC”) resolved at a meeting of the board of directors held on May 10, 2023 to repurchase shares of its common stock pursuant to Article 156 of the Companies Act of Japan (the “Companies Act”) as applied pursuant to Article 165, Paragraph 3 of the Companies Act.

1.	Reason for repurchasing shares

TMC will flexibly repurchase its common stock while considering factors such as the price level of its common stock.

2.	Details of matters relating to repurchase


(1) Class of shares to be repurchased		Shares of Common Stock of TMC

(2) Total number of shares to be repurchased		120 million shares (maximum)

		(Represents 0.88% of the total number of issued shares (excluding treasury stock))

(3) Total purchase price for repurchase of shares		JPY 150 billion (maximum)

(4) Period of repurchase		From May 18, 2023 to October 31, 2023

(References) Number of treasury stock as of March 31, 2023


Total number of issued shares (excluding treasury stock) :	13,565,179,729	shares
Number of treasury stock :	2,749,807,731	shares

-End-

EX-99.6 7 d467324dex996.htm NOTICE CONCERNING THE DISPOSITION OF TREASURY STOCK Notice Concerning the Disposition of Treasury Stock

May 10, 2023

To Whom It May Concern:


		Company Name: Toyota Motor Corporation
		Name and Title of Representative: Akio Toyoda, Chairman of the Board of Directors
		(Code Number: 7203 Prime of Tokyo Stock Exchange and Premier of Nagoya Stock Exchange)
		Name and Title of Contact Person: Yoshihide Moriyama, General Manager, Capital Strategy & Affiliated Companies Finance
		(Telephone Number: 0565-28-2121)

Notice Concerning the Disposition of Treasury Stock

under the Restricted Stock Compensation Plan

We hereby inform, as set forth below, that, at the meeting of the Board of Directors held today (the “Resolution Date”), Toyota Motor Corporation (“TMC”) announces that it has decided to dispose of its treasury stock (the “Disposition of Treasury Stock”) as follows.

1. Outline of the Disposal


(1)	Payment date	June 30, 2023

(2)	Class and number of shares to be disposed	475,600 shares of Common stock of TMC

(3)	Disposal price	1,916.5 yen per share

(4)	Total value of the disposal	911,487,400 yen

(5)	Allottee of Shares		Number of allottees	Number of shares
		Members of the Board of Directors	2	421,400 shares
		The Operating Officers of TMC who don’t serve as a Board of Directors	3	54,200 shares

(6)	Others	The Disposal of Treasury Stock is subject to the effectuation of the securities registration statement under the Financial Instruments and Exchange Act.

2. Purposes and Reasons of the Disposal

TMC has resolved at the Meeting of the Board of Directors held on May 8, 2019 to newly introduce a restricted stock compensation plan (the “Plan”) for the members of the Board of Directors of TMC (excluding outside members of the Board of Directors) and the Operating Officers of TMC who don’t serve as a Board of Directors to work to improve the medium- to long-term corporate value of TMC, and to promote management from the same viewpoint as our shareholders with a stronger sense of responsibility as a corporate manager, and at the 115th Ordinary General Meeting of Shareholders held June 13, 2019, share compensation was approved by the shareholders to set a maximum amount of 4.0 billion yen per year and of 800,000 shares per year for the number of shares to be allotted as the restricted stock for the Board of Directors of TMC (excluding outside members of the Board of Directors).

In addition, at the 118th Ordinary General Meeting of Shareholders, share compensation was approved by the shareholders to set a maximum amount of 4,000,000 shares per year for the number of shares to be allotted as the restricted stock for the Board of Directors of TMC (excluding outside members of the Board of Directors) due to a 5-for-1 stock split as of October 1, 2021.

3. Outline of the Plan and the allocation contract of the restricted stock (the “Allocation Contract”)


Eligible persons		Members of the Board of Directors of TMC (excluding outside members of the Board of Directors) and the part of the Operating Officers of TMC who don’t serve as a Board of Director

Amount of the share compensation payable to each Eligible Person		Set each year considering factors such as corporate results, duties, and performance

Type of shares to be allotted and method of allotment		Issue or disposal of common shares (with transfer restrictions under an allotment agreement)

Amount to be paid for each share		Determined by the Board of Directors of TMC based on the closing price of TMC’s common shares on the Tokyo Stock Exchange on the business day prior to each resolution of the Board of Directors, within a range that is not particularly advantageous to the Eligible Persons

Transfer restriction period		A period of between 3 and 50years, as determined by the Board of Directors of TMC

Conditions for removal of transfer restrictions		Restrictions will be removed upon the expiration of the transfer restriction period. However, restrictions on all of the allotted shares which the eligible person have will also be removed in the case of resignation from any position as a Board of Director, an Operating Officer who don’t serve as a Board of Director, or an Audit & Supervisory Board member of TMC due to expiration of the term of office or other legitimate reasons

Gratis acquisition by TMC		TMC will naturally acquire at no cost all of the allotted shares for which the transfer restrictions have not been lifted at the time of the expiration of the transfer restriction period, or at the time of the lifting of the transfer restrictions stipulated. Other grounds for the gratis acquisition shall be stipulated by the Allocation Contract of the restricted stock based on a resolution of the Board of Directors of TMC

This time, after the consideration of the objectives of the Plan, TMC’s business performance, the scope of duties of the Eligible Persons and various factors, TMC decided to pay a total amount of 911,487,400 yen in monetary compensation claims (the “Monetary Compensation Claims”) for the granting of 475,600 common shares of TMC.

Based on the Plan, the five Eligible Persons to whom disposal of shares is scheduled to be allotted will pay in as property contributed in kind all the Monetary Compensation Claims and receive the disposal of common shares of TMC (the “Allotted Shares”) upon the Disposition of Treasury Stock, and the transfer restriction period is 50 years (June 30, 2023~June 30, 2073).

To prevent the transfer, creation of a security interest on, or disposal of the allotted shares for as long as the restrictions are in effect, the Eligible Persons deposit the Allotted Shares in dedicated accounts with Nomura Securities Co., Ltd. for the administration during the transfer restriction period.

4. Basis for calculating the amount to be paid in for the disposal price and other specific details

The Disposition of Treasury Stock to the prospective recipients of the allotted shares will be made by way of in-kind contribution of the Monetary Compensation Claims paid for granting restricted shares under the Plan for the Company’s 119th business term. To avoid issuing the shares based on arbitrary decisions on price, the closing price of the common shares of TMC on the Prime of the Tokyo Stock Exchange of 1,916.5 yen on May 9, 2023 (the business day immediately prior to the Resolution Date), is taken to be the disposal price. Since this was the market price immediately before the date of the resolution of the Board of Directors, it is believed to be reasonable and not to be particularly advantageous.

In addition, the numbers of shares to be allotted were determined at the Executive Compensation Meeting held on April 28, 2023.

End of document